{"filing":{"accession_number":"0001527541-26-000360","cik":"0001527541","ticker":"WHLRL","company_name":"Wheeler Real Estate Investment Trust, Inc.","form":"8-K","filing_date":"2026-09-29","report_date":"2026-09-23","primary_document":"whlr-20260923.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1527541/000152754126000360/whlr-20260923.htm"},"events":[{"id":35797,"run_id":32991,"accession_number":"0001527541-26-000360","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The filing discloses unregistered issuances of common stock totaling approximately 918,114 shares (pre-split) in exchange for preferred stock held by existing shareholders, relying on Section 3(a)(9) of the Securities Act. These exchanges are dilutive to existing common shareholders and represent material capital transactions, particularly the September 23 issuances to unaffiliated investors and Stilwell Investors (a related party through board member Joseph Stilwell). The Item 3.02 disclosure and the magnitude of shares issued (21,022 post-split from the September 8 transaction alone) confirm materiality.","company_name":"Wheeler Real Estate Investment Trust, Inc.","ticker":"WHLRL","filing_date":"2026-09-29","form":"8-K","submitted_at":null,"items":[{"id":39984,"accession_number":"0001527541-26-000360","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses unregistered issuances of common stock totaling approximately 918,114 shares (pre-split) in exchange for preferred stock held by existing shareholders, relying on Section 3(a)(9) of the Securities Act. These exchanges are dilutive to existing common shareholders and represent material capital transactions, particularly the September 23 issuances to unaffiliated investors and Stilwell Investors (a related party through board member Joseph Stilwell). The Item 3.02 disclosure and the magnitude of shares issued (21,022 post-split from the September 8 transaction alone) confirm materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T20:40:40.290202+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39984,"accession_number":"0001527541-26-000360","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses unregistered issuances of common stock totaling approximately 918,114 shares (pre-split) in exchange for preferred stock held by existing shareholders, relying on Section 3(a)(9) of the Securities Act. These exchanges are dilutive to existing common shareholders and represent material capital transactions, particularly the September 23 issuances to unaffiliated investors and Stilwell Investors (a related party through board member Joseph Stilwell). The Item 3.02 disclosure and the magnitude of shares issued (21,022 post-split from the September 8 transaction alone) confirm materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T20:40:40.290202+00:00","company_name":"Wheeler Real Estate Investment Trust, Inc.","ticker":"WHLRL","filing_date":"2026-09-29"}]}