What Happened to Wheeler REIT? 17 Reverse Splits, Series D Redemptions Paid in Stock and the Cedar Preferred Suits

Who Wheeler is, and why the stock looks cheap

Wheeler went public on November 16, 2012, selling 3,016,045 shares at $5.25. It owns neighborhood shopping centers, mostly anchored by grocery stores, in the Mid-Atlantic, Southeast and Northeast, and since August 22, 2022 it has owned Cedar Realty Trust, a Northeast shopping-center REIT it bought for $9.48 a share in cash, $130 million in total. M. Andrew Franklin is chief executive of both companies.

The property business is ordinary. At December 31, 2025 Wheeler owned 65 properties, 94.3% leased; Q2 2026 revenue was $22.5 million, against $26.1 million a year earlier, as it kept selling properties. What is not ordinary is the capital structure above it: $471.7 million of debt, then three layers of securities that rank ahead of the common: the convertible notes, the Series D preferred and the Series B preferred. The common is what is left, and the part held by non-affiliates had a market value of $3,375,844 on June 30, 2025, per the 10-K cover.

That is why a WHLR quote of a few dollars says little. The price has been reset upward 16 times by reverse splits, and the per-share figures in Wheeler's own reports have become hard to read: the August 2026 10-Q restates the loss per common share for the second quarter of 2025 at $(17,105.08), because the share count it divides by has been shrunk by every split since. In Q2 2026 the company reported $7.1 million of net income to common holders, but that included a $7.6 million non-cash gain on the fair value of the notes' conversion feature.

Seventeen reverse splits: every ratio and date

Two Nasdaq rules frame the sequence. A December 7, 2023 letter said the stock had closed below the $1.00 minimum bid; a June 28, 2024 letter said Wheeler had fewer than the required 500,000 “Publicly Held Shares”. A split big enough to fix the first rule can break the second, which is how the 1-for-6 announced for June 18, 2024 became a 1-for-5 nine days later, “following discussions with the listing qualifications staff” of Nasdaq, in the words of the 8-K/A. At the August 20, 2025 annual meeting stockholders gave the board authority to split again each month through December 31, 2026, at any ratio between 1-for-2 and 1-for-100; the first of those proposals passed 684,794 votes to 51,575.

Fractions are paid in cash at each split. For a long-term holder that is the real exit: anyone who held fewer than 65.3 billion shares in July 2023 no longer holds a whole share and has been cashed out for the fraction at that day's price (our arithmetic). An IPO share from 2012 is now 1/522.5 billion of a share once the 2017 split is included.

Why: the Series D redemption right, paid in common stock

The Series D Cumulative Convertible Preferred (ticker WHLRD) has a $25 liquidation preference. Wheeler stopped paying its dividend after the third quarter of 2018, so the rate stepped up: 10.75% from January 1, 2019, 12.75% from September 21, 2023, 14.75% from September 21, 2024 and 16.00% from September 21, 2025, “the maximum rate” under its terms. The unpaid amount keeps building: $27.1 million, or $15.60 a share, at June 30, 2026.

The trigger was a date in its terms. After September 21, 2023, the 10-K explains, each holder “may, at their option, request that the Company redeem any or all of their shares on a monthly basis” at $25 plus accrued dividends, “payable in cash or in shares of Common Stock, or any combination thereof, at the Company's option.” Wheeler chose stock, valued at the average closing price of the 10 trading days before each Holder Redemption Date. The more stock it issues, the lower that average goes, and the more shares the next round needs.

All 37 rounds are in the CSV. The share counts are as reported in each 8-K, before later splits, so they cannot be added up; Wheeler's own running total, adjusted for every split, is “approximately 99,000” shares of today's stock for 1,832,678 Series D shares. In dollars, our sum of the monthly reports is about $71.4 million of redemption value paid in stock, including $20.4 million in 2024 and $15.3 million in 2025, which match the 10-K. The five empty months in 2024 were not a pause in demand: Wheeler had paid December 2023 to February 2024 redemptions with unregistered shares and then waited for a registration statement on Form S-11 (effective July 9, 2024). In June 2025 it warned it was “very possible” it would not have enough registered shares for July, before a new S-11 for 100,043,323 shares became effective on June 20, 2025.

Wheeler's own risk factor lists “substantial dilution of our common stock” and a “steep decline in its market value” from the Series D redemptions and the note resets, “each of which has already occurred and is anticipated to continue.”

What a share was worth, in today's shares

Some 10-day windows straddle a split date, so treat the adjusted column as an order of magnitude, not a quote. The direction is not in doubt: by this measure the common lost more than 99.9999999% of its value in three years (our arithmetic).

The gap that drives the next split

On October 5, 2026 the 1,703,374 remaining Series D shares carried a redemption claim of about $71.5 million at $41.96 each, while all 1,506,932 common shares were worth about $7.5 million at $4.96 (our arithmetic). Paying the remaining claim in stock at that price would take roughly 14.4 million new shares, nearly ten times the current count (our arithmetic), and the price would not hold still while it happened. That is why the board asked for a standing authority to split every month. Redemptions have shrunk: 5,450 Series D shares in October 2026, against 172,241 in October 2023.

The 7.00% convertible notes ride on the same price

The 7.00% Subordinated Convertible Notes due 2031 (WHLRL) were sold in a rights offering and had $29.4 million of principal outstanding at June 30, 2026. Their conversion price was fixed until September 21, 2023; it was $189,000,000 a share in the 10-K's split-adjusted terms. Once Wheeler had to redeem 100,000 Series D shares, it reset to the lower of 55% of that price or “a 45 % discount to the lowest price at which any Series D Preferred Stock was converted into the Common Stock”, and it resets again after each redemption round: $0.46 after November 2023, $2.73 (9.17 shares per $25 of notes) after October 2026.

So every round that pushes the average price down also lets noteholders convert into more shares. The market prices that in: the notes' fair value was $102.7 million at December 31, 2025, four times their $25.8 million carrying value. Interest is also paid partly in stock (107,522 shares in 2025, restated). In June 2025 three Stilwell funds converted $1,512,500 of notes (our sum of $1,143,457, $120,002 and $249,041) at $2.819312 a share. Under a 2023 letter agreement, extended on August 17, 2026 to December 7, 2028, the Stilwell holders will not convert if it would give them 50% or more of the voting power; in return for the extension Wheeler agreed to register the resale of their 710,466 Series B shares.

Series B holders: no cumulative dividends, and exchanges instead

The Series B Convertible Preferred (WHLRP) also has a $25 preference, $64.4 million in total on 2,575,368 shares at June 30, 2026. It does not appear in the monthly redemption reports, which cover Series D only, and since a charter amendment on November 5, 2021 it no longer accumulates unpaid dividends: Wheeler amended its charter “to remove the cumulative dividend rights” of the Series A and Series B.

Its holders' route out has been private exchanges under Section 3(a)(9), usually a bundle of Series B and Series D for common at a negotiated ratio. A few, as filed:

Joseph Stilwell, a director, controls the general partner of the Stilwell funds. In the first half of 2026 alone, exchanges retired 139,250 Series B and 56,745 Series D shares for 119,215 common shares. Each exchange removes a senior claim and adds common shares, so it dilutes remaining common holders the same way a redemption does.

Cedar Realty Trust's preferreds: still paid, bought back, and sued over

When Wheeler bought Cedar on August 22, 2022, only Cedar's common stock was cashed out. Its 7.25% Series B and 6.50% Series C preferreds (NYSE: CDRpB, CDRpC) stayed outstanding and listed, with a $25 liquidation value, but now sit under a parent that pays nothing on its own preferreds. Their prices fell, and holders sued.

The swap is worth a close look if you hold Cedar preferred. In February 2026 an investor gave 120,000 Cedar Series C shares ($3.0 million of liquidation value) for 80,000 Wheeler Series D shares, which the next month could be redeemed at $41.72 each, about $3.3 million, but paid in Wheeler common (our arithmetic). These were private subscription agreements with unaffiliated investors, not an offer open to every holder.

The lawsuits. A federal putative class action by Cedar preferred holders against Cedar, its former directors and Wheeler (District of Maryland, Case No. 8:22-cv-01142) was dismissed with prejudice in 2023, and the Fourth Circuit affirmed on September 4, 2024 in a published opinion that, as quoted in Wheeler's release, said “courts are not time machines for disgruntled buyers.” A second putative class action, against the directors of Cedar before the acquisition, went to the Circuit Court for Montgomery County, Maryland (Case No. C-15-CV-25-000731); it alleged the directors breached their duties to preferred holders and sought as damages the drop in the preferreds' value after the deal was announced. The court denied the motion to dismiss. The parties signed a settlement term sheet on May 5, 2026, the court granted preliminary approval on July 2, 2026 and set the final approval hearing for October 8, 2026. Wheeler, which indemnifies the former directors, agreed to pay an amount “not expected to exceed” $0.9 million and paid $0.4 million on August 3, 2026. No filing we found reports the outcome of the hearing yet.

The common holders' own case: Khoshaba v. Stilwell

On April 10, 2024 Daniel Khoshaba, a Wheeler common stockholder and its former chief executive, sued the current and some former directors and the CEO in the Eastern District of Virginia (No. 2:24-cv-00237), alleging they failed to mitigate the dilution from the Series D redemption rights and should not have authorized dividends on the notes sold in the rights offering to be paid in Series D shares. On September 13, 2024 the judge dismissed the derivative counts and one other count with prejudice and let the rest proceed. The parties settled under an agreement dated October 21, 2025, with the defendants denying wrongdoing, and the court entered its final judgment approving the class settlement on April 1, 2026, according to the docket. The class covers common holders as of August 16, 2021 and buyers between August 16, 2021 and September 20, 2023. Wheeler says it is not responsible for any part of the payment; it does pay the directors' defense costs.

Board, warrants and officers, 2021-2026

What a Wheeler or Cedar holder can do with this

• Series D holders (WHLRD): the redemption is real but it pays in common stock at a 10-day average, which you then have to sell into a thin market. The next round is November 5, 2026 with forms due October 25; the forms and FAQ are on Wheeler's investor site. Compare that with selling the Series D on Nasdaq or accepting a private exchange, and keep in mind that the $27.1 million of arrears reaches holders only through the redemption price, which Wheeler has settled in stock.
• Series B holders (WHLRP): you have no redemption right and no cumulative dividend. Exchanges have been done privately at ratios that changed week to week (4, 7, 10 and 16 common per Series B in 2026 filings). If you are approached, the ratio in the most recent 8-K is the reference point.
• Common holders (WHLR): expect more splits; the authority runs to December 31, 2026. If your position was cashed out as a fraction, the cash is your proceeds for tax purposes; our real estate tax-loss guide explains the basics of realizing a loss.
• Cedar preferred holders (CDRpB, CDRpC): Cedar is still paying, and if you held through the period the Montgomery County settlement class covers, watch for the final approval order and the claim process. Our account of New York City REIT's two reverse splits shows how a different capital structure got to a similar place for common holders.
• Before deciding: a preferred position in a company paying in stock is a valuation and tax question at once. Our note on what a financial advisor costs for real estate holdings explains fee models.

FAQ

Sources, read on October 8, 2026: Wheeler Real Estate Investment Trust, Inc. (CIK 1527541) Forms 10-K for 2012 (accession 0001193125-13-136643), 2018 (0001527541-19-000017), 2024 (0001527541-25-000038) and 2025 (0001527541-26-000050); Form 10-Q for the quarter ended June 30, 2026 (0001527541-26-000251); every Form 8-K reporting a reverse split (2017 and August 2023 to September 2026, including the 8-K/A of June 18, 2024), every monthly Series D redemption report from October 6, 2023 to October 6, 2026, the preferred-exchange and note-conversion 8-Ks under Item 3.02, the 8-Ks of August 25, 2022 (Cedar merger), November 5, 2021, December 13, 2023, July 1 and September 5, 2024 (with Exhibit 99.1), June 20 and August 20, 2025, and February 20, March 13, August 14, August 21 and October 6, 2026; Cedar Realty Trust, Inc. (CIK 761648) Form 10-Q for the quarter ended June 30, 2026 (0000761648-26-000022) and Forms 8-K of February 21, 2025 and July 30, 2026; and the CourtListener docket of Khoshaba v. Stilwell, No. 2:24-cv-00237 (Eastern District of Virginia). Cumulative split factors, split-adjusted prices, sums, the redemption claim and market value comparisons are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.