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Dilution profile // every instrument, one screen, from SEC filings

Wheeler Real Estate Investment Trust, Inc. (WHLR)

CIK 1527541 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$331M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 3% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-80% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOWoperating cash flow positive
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-092026-08-04

Latest: 1.9M shares as of Aug 4, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-04
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 68.0M to 566,814 between May 2, 2024 and Aug 2, 2024, a pattern consistent with a reverse split (roughly 1-for-120); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Self-funding

profitable · generates cash

Full breakdown: cash runway tool

Warrants

Warrants outstanding: 57,358 underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $0.01 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $3.0M as of Jun 30, 2026.

Rough fully diluted estimate: 2.0M = 1.9M O/S + 57,358 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
700 Subordinated Convertible Notes Due 2031not tagged$29.4M$13.867%—

Notes exactly as the company dimensioned them in its 10-Q filed Aug 6, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding1.9MAug 4, 2026
+ Warrants (aggregate, as tagged) (if exercised)57,358Mar 31, 2026
Fully diluted estimate2.0M+3.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $330.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-11Aug 28, 2026$6.3M registeredfiling →
S-11Jun 22, 2026$323.6M registeredfiling →
S-11Mar 12, 2026$1.0M registeredfiling →

Last 12 months: 25 executed · 3 registered.

EXECUTEDOct 26, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEOct 26, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 26, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 26, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 23, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 23, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 23, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EXECUTEDOct 19, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEOct 19, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 19, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEOct 19, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EXECUTEDOct 13, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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