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Wheeler Real Estate names new chief financial officer


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

  CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): August 10, 2026

 WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)  

Maryland 001-35713 45-2681082
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)

2529 Virginia Beach Blvd.

Virginia Beach, VA

23452
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (757627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031 WHLRL

Nasdaq Capital Market


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 10, 2026, Jason F. Simone was appointed to serve as the Company’s Chief Financial Officer.

Mr. Simone, age 48, has been employed by the Company since 2022 in various positions of increasing responsibility, mostly recently as the Company’s Director of Corporate Finance. In these positions, Mr. Simone was responsible for corporate accounting, capital markets, corporate finance, and investor relations. Prior to joining the Company, Mr. Simone was employed by Cedar Realty Trust, Inc., which is now the Company’s wholly-owned subsidiary, where he was responsible for corporate accounting and finance.

There is no arrangement or understanding between Mr. Simone and any other person pursuant to which Mr. Simone was appointed Chief Financial Officer, nor does he have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Simone has no family relationships with any of the Company’s directors or executive officers.

No new compensatory arrangements will be entered into with Mr. Simone in connection with his appointment as the Company’s Chief Financial Officer.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By: /s/ M. Andrew Franklin
Name: M. Andrew Franklin
Title: Chief Executive Officer and President

Dated: August 14, 2026



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