Wheeler Real Estate Investment Trust, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001527541-26-000251
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001527541-26-000418
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 14 previous paragraphs and 15 current paragraphs.
10 unchanged; 3 reworded; 1 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
The Company had redemptions of its Series D Preferred Stock and exchanges of its Common Stock for its Series B Preferred Stock and Series D Preferred Stock during the three months ended September 30, 2026.
Removed paragraphs (1)
Reworded paragraphs (3)
Previous wording
During the six months ended June 30, 2026, the Company issued an aggregate of 119,215 shares of its Common Stock to unaffiliated holders of the Company’s securities in exchange for 139,250 shares of the Company's Series B Preferred Stock and 56,745 shares of the Company’s Series D Preferred Stock. The Company did not receive any cash proceeds as a result of the exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock in these transactions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.
Current wording
During the nine months ended September 30, 2026, the Company issued an aggregate of 234,650 shares of its Common Stock to holders of the Company’s securities in exchange for 803,302 shares of the Company's Series B Preferred Stock and 138,411 shares of the Company’s Series D Preferred Stock. The Company did not receive any cash proceeds as a result of the exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock in these transactions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.
Previous wording
During the six months ended June 30, 2026, the Company issued an aggregate of 281,666 shares of its Series D Preferred Stock to certain investors in consideration for 14,950 shares of Cedar Series B Preferred Stock and 421,050 shares of Cedar Series C Preferred Stock held by such investors. Immediately following the closing of each transaction, WHLR contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired. The Company did not receive any cash proceeds as a result of the transactions. The Company issued Series D Preferred Stock in these transactions in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.
Current wording
During the nine months ended September 30, 2026, the Company issued an aggregate of 281,666 shares of its Series D Preferred Stock to certain investors in consideration for 14,950 shares of Cedar Series B Preferred Stock and 421,050 shares of Cedar Series C Preferred Stock held by such investors. Immediately following the closing of each transaction, WHLR contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired. The Company did not receive any cash proceeds as a result of the transactions. The Company issued Series D Preferred Stock in these transactions in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.
Previous wording
As of June 30, 2026, the Company had accumulated undeclared dividends of $27.1 million ($15.60 per share) to holders of shares of our Series D Preferred Stock, of which $1.7 million and $3.2 million are attributable to the three and six months ended June 30, 2026, respectively.
Current wording
As of September 30, 2026, the Company had accumulated undeclared dividends of $27.1 million ($16.58 per share) to holders of shares of our Series D Preferred Stock, of which $1.7 million and $4.9 million are attributable to the three and nine months ended September 30, 2026, respectively.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
See Note 10, Equity and Mezzanine Equity, to our condensed consolidated financial statements included in this Form 10-Q for additional details.