Reported November 25, 2025: Wheeler Real Estate Investment Trust Enacts One-for-Two Reverse Stock Split Effective Nov. 28, 2025, To Begin Trading Split-Adjusted Trading Dec. 1, 2025

Charter Amendments for One-for-Two Reverse Stock Split

 

On November 25, 2025, in connection with a one-for-two reverse stock split (the "Reverse Stock Split") of the Common Stock of the Company, to be effective on November 28, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:

 

i.a one-for-two Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the "Effective Time") on November 28, 2025 (the "First Amendment"); and

ii.the par value of the Common Stock to be decreased from $0.02 per share (as a result of the one-for-two Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on November 28, 2025 (the "Second Amendment").

 

Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company's Common Stock on The Nasdaq Capital Market on November 28, 2025 (as adjusted for the Reverse Stock Split), without any interest.

 

The foregoing descriptions of the amendments to the Company's charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Effect of Reverse Stock Split on Common Stock

 

At the market open on December 1, 2025 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025788).

 

The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time. It therefore will not affect any particular stockholder's relative ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse Stock Split.

 

As of November 25, 2025, the Company had 1,380,640 shares of Common Stock outstanding and anticipates having approximately 690,320 shares of Common Stock outstanding post-Reverse Stock Split.

 

The Company's trading symbol will remain unchanged, but the CUSIP number for the Company's registered Common Stock will be changed to 963025788.

 

In connection with the Reverse Stock Split, adjustments will be made to the number of shares of Common Stock issuable upon conversion of the Company's convertible securities.