Every 424B that Wheeler Real Estate Investment Trust, Inc (WHLR) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow WHLR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WHLR filings page.
Wheeler Real Estate Investment Trust, Inc. (WHLR) has filed a prospectus covering the resale of up to 710,466 shares of its Series B Preferred Stock by affiliates of director Joseph Stilwell. This is a resale registration; the company is not selling securities and will not receive any proceeds from these sales.
The Series B Preferred Stock trades on Nasdaq Capital Market under the symbol WHLRP, carries a 9% annual cash dividend on a $25 liquidation preference when declared, and ranks junior to all indebtedness and other liabilities. As of September 10, 2026, 2,041,297 Series B shares were outstanding, and the last reported sales price was $9.00 per share.
The preferred is convertible into common stock at a post–reverse-split conversion price of $290,304,000,000 per share, with mandatory conversion only if the 20‑trading‑day volume‑weighted average price of the common stock exceeds $420,940,800,000 per share, so conversion would result in less than one whole common share for all registered Series B shares combined. The prospectus highlights extensive risks, including high leverage, multiple reverse stock splits, concentrated retail real estate exposure, dependence on external capital, and REIT qualification and asset coverage requirements.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 29 to a March 20, 2026 prospectus, covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders. The attached current report describes September 2026 redemptions of Series D Cumulative Convertible Preferred Stock and the related impact on its 7.00% Subordinated Convertible Notes due 2031. On the 36th monthly Holder Redemption Date, September 8, 2026, holders redeemed 8,200 Series D preferred shares at a redemption price of approximately $41.66 per share, settled through issuance of 348,896 common shares. The ten-day volume weighted average closing price of the common stock before that date was about $0.98 per share. Under the note indenture, the note conversion price was further adjusted to approximately $0.54 per share, or about 46.43 common shares for each $25 principal amount. Cumulatively, WHLR has processed 442 redemption requests totaling 1,827,228 Series D preferred shares, issuing approximately 473,000 common shares in settlement, and as of September 8, 2026 had 4,924,701 common shares and 1,726,704 Series D preferred shares outstanding.
Wheeler Real Estate Investment Trust, Inc. (WHLR) files Prospectus Supplement No. 15 under an existing shelf registration covering the potential issuance from time to time of up to 100,090,365 shares of its common stock. The supplement attaches and incorporates a Current Report on Form 8-K dated September 9, 2026.
The 8-K reports September 2026 redemptions of 8,200 Series D Preferred shares at a redemption price of about $41.66 per share, settled through issuing 348,896 common shares. Based on a roughly $0.98 ten-day volume-weighted average common price, the conversion price of WHLR’s 7.00% Subordinated Convertible Notes due 2031 was adjusted to about $0.54 per share, or about 46.43 common shares for each $25 principal amount. Cumulatively, 1,827,228 Series D shares have been redeemed, with about 473,000 common shares issued in settlement, and as of September 8, 2026, 4,924,701 common shares and 1,726,704 Series D Preferred shares were outstanding.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a current report that updates investors on September 2026 Series D Cumulative Convertible Preferred Stock redemptions and a resulting adjustment to the conversion terms of its 7.00% Subordinated Convertible Notes due 2031.
For September redemptions, 8,200 Series D Preferred shares were redeemed at a Redemption Price of approximately $41.66 per share and settled through the issuance of 348,896 shares of common stock. The volume weighted average closing price of the common stock over the 10 trading days before September 8, 2026 was approximately $0.98 per share.
Under the note indenture’s optional conversion provision, the lowest Series D conversion price in September triggered a further adjustment of the notes’ conversion price to approximately $0.54 per share of common stock, or approximately 46.43 shares for each $25.00 principal amount converted. Cumulatively, 1,827,228 Series D Preferred shares have been redeemed, with approximately 473,000 common shares issued in settlement, and as of September 8, 2026 there were 4,924,701 common shares and 1,726,704 Series D Preferred shares outstanding.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 28 to a March 20, 2026 prospectus covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders.
The attached Form 8-K describes September 2026 privately negotiated exchanges in which WHLR agreed to issue a total of 841,628 shares of common stock: 581,328 shares on September 2 in exchange for 23,664 Series B and 3,537 Series D preferred shares, and 260,300 shares on September 3 in exchange for 7,600 Series B and 1,900 Series D preferred shares. The preferred shares received were retired and cancelled, WHLR received no cash proceeds, and the exchanges relied on the Section 3(a)(9) exemption as exchanges with existing security holders with no commissions paid.
Wheeler Real Estate Investment Trust, Inc. (WHLR) has filed Prospectus Supplement No. 14 to its July 2, 2026 prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock. The supplement incorporates a recent report of preferred stock exchanges into common stock.
WHLR disclosed exchanging preferred stock for common stock with existing holders in September 2026, issuing 581,328 common shares on September 2 and 260,300 common shares on September 3 in return for Series B and Series D preferred shares, which were retired and cancelled. These exchanges were completed without cash proceeds under a Section 3(a)(9) exemption.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a recent report describing unregistered exchanges of preferred stock into common stock. On September 2, 2026, the company agreed to issue 581,328 shares of common stock in exchange for 23,664 Series B and 3,537 Series D preferred shares held by two investors. On September 3, 2026, it agreed to issue 260,300 common shares in exchange for 7,600 Series B and 1,900 Series D preferred shares held by another investor. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled. Common shares for these exchanges were issued in reliance on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its March 20, 2026 prospectus covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches a current report describing recent equity exchanges.
On August 28, 2026, the company agreed to issue 2,392,520 shares of common stock to six unaffiliated investors in nine exchanges for an aggregate of 211,393 Series B Preferred and 21,918 Series D Preferred shares. On September 1, 2026, it agreed to issue 569,627 common shares to two unaffiliated investors in exchange for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash, and the exchanged preferred shares were retired and cancelled. These exchanges relied on the Section 3(a)(9) exemption as exchanges with existing security holders, with no commissions paid.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its shelf registration for the potential issuance from time to time of up to 100,090,365 shares of common stock and incorporating a recent current report. The current report describes unregistered exchanges of preferred stock for common stock with existing security holders, resulting in new common shares being issued and the exchanged preferred shares being retired and cancelled. The exchanges were conducted with unaffiliated investors under Section 3(a)(9) of the Securities Act and generated no cash proceeds.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its existing shelf prospectus for potential issuances of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031, and attached a recent Current Report on Form 8-K.
The 8-K describes unregistered exchanges in which WHLR agreed on August 28, 2026 to issue 2,392,520 shares of common stock for 211,393 Series B and 21,918 Series D preferred shares, and on September 1, 2026 to issue 569,627 common shares for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash proceeds and the exchanged preferred shares were retired and cancelled, with the exchanges relying on the Section 3(a)(9) exemption from registration.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement covering the resale of up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders. The supplement attaches a current report describing a one-for-four Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a decrease in par value to $0.01 per share at 5:01 p.m.
The split applies to all outstanding Common Stock without changing proportional ownership, except for cash paid in lieu of fractional shares. Common Stock outstanding will decline from 3,088,204 shares as of August 21, 2026 to approximately 772,051 shares post-split. The conversion rate on the 7.00% subordinated convertible notes due 2031 will adjust from approximately 62.52 to 15.63 shares per $25 principal amount, and conversion prices and share amounts for the Series B and Series D preferred stock will be proportionally adjusted.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement relating to the potential issuance from time to time of up to 100,090,365 shares of its common stock. The supplement attaches a current report describing a one-for-four Reverse Stock Split of the common stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a par value decrease to $0.01 per share at 5:01 p.m.
The reverse split applies to all outstanding common shares, with cash paid in lieu of fractional shares based on the August 26, 2026 Nasdaq closing price. As of August 21, 2026 there were 3,088,204 common shares outstanding and the company anticipates approximately 772,051 shares outstanding after the split. The trading symbol WHLR will remain the same, but the common stock will trade on a split-adjusted basis on August 27, 2026 under new CUSIP 963025739, and conversion terms of the company’s convertible notes and preferred stock will be adjusted proportionately.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a current report that details a one-for-four reverse stock split of its Common Stock, effective at 5:00 p.m. Eastern Time on August 26, 2026, followed by a par value reduction to $0.01 per share at 5:01 p.m.
The split applies to all outstanding shares, with cash paid instead of fractional shares based on the split-adjusted Nasdaq closing price on August 26, 2026. Common shares outstanding will change from 3,088,204 to approximately 772,051 after the split, without changing authorized share count or relative voting rights aside from de minimis fractional effects.
The trading symbol WHLR will remain, but Common Stock will trade on a split-adjusted basis at the market open on August 27, 2026 under new CUSIP 963025739. The conversion rate of the 7.00% Subordinated Convertible Notes due 2031 will adjust from approximately 62.52 to approximately 15.63 shares of Common Stock per $25.00 principal amount, and the conversion prices of the Series B and Series D preferred stock will be proportionally increased.
Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 424B3 filing submitted to the SEC.
Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 424B3 filing submitted to the SEC.
Wheeler Real Estate Investment Trust, Inc. (symbol: WHLR) is the issuer of record for a Form 424B3 filing submitted to the SEC.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement covering the resale of up to 673,971 shares of common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders identified in the related prospectus.
The supplement attaches a current report describing three unregistered exchanges of preferred stock for common stock with unaffiliated investors. On August 11, 2026, WHLR agreed to issue 103,800 common shares for 2,400 Series B Convertible Preferred shares and 600 Series D Cumulative Convertible Preferred shares. On August 13, 2026, it agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D shares. On August 17, 2026, it agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D shares. WHLR received no cash in these exchanges, and the preferred shares delivered were retired and cancelled; the issuances relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its shelf registration for the potential issuance from time to time of up to 100,090,365 shares of common stock. The supplement attaches a current report describing several recent unregistered exchanges of preferred stock into common stock.
On August 11, 13, and 17, 2026, WHLR agreed to issue 103,800, 172,000, and 300,000 common shares, respectively, to unaffiliated investors in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. WHLR received no cash; the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement tying its ongoing prospectus for issuing Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031 to a new current report.
The attached report describes three unregistered exchanges of preferred stock for common stock with unaffiliated holders. On August 11, 2026, WHLR agreed to issue 103,800 common shares in exchange for 2,400 Series B and 600 Series D preferred shares. On August 13, it agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D preferred shares. On August 17, it agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D preferred shares.
WHLR states it received no cash proceeds, and the exchanged preferred shares were retired and cancelled. The exchanges relied on the Section 3(a)(9) exemption as exchanges with existing securityholders, with no commission or other remuneration paid for soliciting the transactions.
Wheeler Real Estate Investment Trust, Inc. is supplementing its March 20, 2026 prospectus to reflect an attached Current Report on Form 8-K and to continue the registration for the resale of up to 673,971 shares of common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders.
The attached Form 8-K reports that, effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. Simone, age 48, has served the company since 2022, most recently as Director of Corporate Finance. The company states there are no related-party arrangements or new compensatory agreements associated with his appointment.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement relating to the primary issuance from time to time of up to 100,090,365 shares of common stock, par value $0.01 per share. The supplement attaches a Current Report on Form 8-K dated August 14, 2026, which discloses that, effective August 10, 2026, Jason F. Simone, age 48, was appointed Chief Financial Officer. Simone has served the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc., now a wholly owned subsidiary. The company states there are no related-party arrangements, material interests in transactions, or new compensatory arrangements connected with his appointment.
Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 59 to its July 22, 2021 prospectus, relating to the issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on its 7.00% Subordinated Convertible Notes due 2031. The supplement incorporates and updates disclosure with a Current Report on Form 8-K.
Effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. He has served in roles of increasing responsibility at the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc. The company states there are no related-party transactions or family relationships requiring disclosure and that no new compensatory arrangements will be entered into in connection with his appointment.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement linked to an existing shelf registration covering the resale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders. The supplement incorporates a recent current report describing unregistered exchanges of preferred stock into common stock.
On August 5, 2026, the company agreed to issue 100,100 common shares in exchange for Series B and Series D preferred shares, and on August 7, 2026 it agreed to issue 77,500 common shares in a similar exchange. The preferred shares received in these exchanges were retired and cancelled, and the company received no cash proceeds. The exchanges relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement updating its existing shelf registration covering the issuance from time to time of up to 100,090,365 shares of common stock. The supplement attaches a current report describing recent preferred-for-common exchanges.
On August 5, 2026, the company agreed to issue 100,100 shares of common stock in exchange for 2,800 Series B Convertible Preferred and 700 Series D Cumulative Convertible Preferred shares. On August 7, 2026, it agreed to issue an additional 77,500 common shares for 2,000 Series B and 500 Series D preferred shares. The company received no cash; the exchanged preferred shares were retired and cancelled. These unregistered issuances relied on the Section 3(a)(9) exemption as exchanges with existing security holders.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement incorporating a recent disclosure about equity exchanges. On August 5, 2026, the company agreed to issue 100,100 shares of common stock in exchange for 2,800 Series B and 700 Series D preferred shares. On August 7, 2026, it agreed to issue 77,500 common shares in exchange for 2,000 Series B and 500 Series D preferred shares. The preferred shares received were retired and cancelled, no cash proceeds were received, and the exchanges relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 21 to a March 20, 2026 prospectus covering the resale by selling stockholders of up to 673,971 shares of Common Stock, issuable upon exercise of outstanding warrants.
The supplement attaches a current report describing August 2026 Series D Preferred Stock redemptions and related anti-dilution adjustments. After redemptions where holders converted at a volume-weighted average Common Stock price of about $0.73, the conversion price on the company’s 7.00% Subordinated Convertible Notes due 2031 reset to about $0.40 per share, or roughly 62.52 shares for each $25 of principal. In August, holders redeemed 7,100 Series D shares for a redemption price of about $41.29 per share, settled through issuance of 403,236 Common shares. Cumulatively, 1,819,028 Series D shares have been redeemed and about 496,000 Common shares issued in settlement; as of August 5, 2026, 2,434,904 Common shares and 1,770,859 Series D shares were outstanding.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus covering the potential issuance from time to time of up to 100,090,365 shares of Common Stock. The supplement includes recent information on Series D preferred stock redemptions and a related conversion price reset on its subordinated convertible notes.
For August 2026, the lowest Series D conversion into Common Stock was about $0.73 per share, which adjusted the 7.00% Subordinated Convertible Notes due 2031 conversion price to about $0.40 per share, or roughly 62.52 shares per $25 principal amount. The company processed seven Series D redemption requests, redeeming 7,100 preferred shares at an approximate redemption price of $41.29 per share, settled through the issuance of 403,236 Common shares.
Cumulatively, Wheeler has processed 434 Series D redemption requests, redeeming 1,819,028 preferred shares and issuing approximately 496,000 Common shares in settlement. As of August 5, 2026, it had 2,434,904 Common shares and 1,770,859 Series D preferred shares outstanding, and it outlines deadlines and dates for the next monthly redemption cycle in September 2026.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement tying its existing shelf registration for Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock to a newly filed current report that updates terms for conversions and redemptions related to its 7.00% Subordinated Convertible Notes due 2031.
For August 2026, the lowest price at which Series D Preferred Stock converted into common stock was approximately $0.73 per share, triggering an adjustment under the note indenture that set the notes’ conversion price at approximately $0.40 per share, or about 62.52 common shares for each $25.00 of principal. On the 35th monthly Holder Redemption Date, the company processed redemptions of 7,100 Series D Preferred shares at a redemption price of about $41.29 per share, settling the aggregate amount through issuance of 403,236 common shares. Cumulatively, 1,819,028 Series D Preferred shares have been redeemed, with about 496,000 common shares issued in settlement, and as of August 5, 2026, 2,434,904 common shares and 1,770,859 Series D Preferred shares were outstanding.
Wheeler Real Estate Investment Trust, Inc. is using a prospectus supplement to register the potential issuance from time to time of up to 673,971 shares of common stock. The supplement incorporates the company’s Quarterly Report for the period ended June 30, 2026, providing updated financial and operating information to prospective investors.
For the quarter, Wheeler generated $22.5 million in total revenue and reported net income of $9.7 million, with comprehensive income attributable to the company of $11.0 million. Net operating income was $15.6 million. At June 30, 2026, total assets were $593.4 million, total liabilities were $490.5 million, and total equity was $32.7 million. Cash, cash equivalents and restricted cash totaled $59.8 million, supported by $12.5 million of operating cash flow in the first six months. The company continued active capital-structure management, including multiple reverse stock splits, property dispositions, exchanges and redemptions of Series B and Series D preferred stock, warrant exercises and ongoing use of 7.00% Subordinated Convertible Notes due 2031, while carrying loans payable, net, of $458.1 million.
Wheeler Real Estate Investment Trust, Inc. has filed a prospectus supplement updating its shelf registration for issuance from time to time of up to 100,090,365 shares of common stock by incorporating its Quarterly Report for the period ended June 30, 2026.
At June 30, 2026, total assets were $593,376 thousand, including real estate, net, of $466,814 thousand, and loans payable, net, of $458,109 thousand. Cash, cash equivalents and restricted cash totaled $59,787 thousand. Total liabilities were $490,499 thousand, Series D preferred stock in mezzanine equity was $70,199 thousand, and shareholders’ equity was $5,697 thousand, with total equity of $32,678 thousand.
For Q2 2026, total revenue was $22,476 thousand and net income attributable to Wheeler REIT common shareholders was $7,147 thousand, driven in part by $4,885 thousand of gains on property disposals and a $7,566 thousand favorable change in derivative fair values, partly offset by a $1,590 thousand impairment charge and $7,960 thousand of interest expense. Six-month net cash provided by operating activities was $12,465 thousand, with additional cash from property sales used in part to reduce debt.
Wheeler Real Estate Investment Trust, Inc. supplements its existing shelf prospectus for the issuance of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031 by incorporating its Form 10-Q for the quarter ended June 30, 2026.
As of June 30, 2026, the company owned 59 properties across multiple states and reported total assets of $593.4 million, loans payable, net of $458.1 million, and total equity of $32.7 million. Quarterly revenue was $22.5 million, with net income of $9.7 million and net cash provided by operating activities of $12.5 million. Cash, cash equivalents and restricted cash totaled $59.8 million. The capital structure includes $70.2 million of Series D Preferred Stock (liquidation basis) with $27.1 million of cumulative dividends in arrears and ongoing exchanges and redemptions that affect common and preferred equity.
Wheeler Real Estate Investment Trust, Inc. updates its resale prospectus for the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement includes recent exchanges in which common stock was issued for preferred stock.
Between July 29 and August 4, 2026, the company agreed to issue specified amounts of common stock to various unaffiliated investors in multiple exchanges for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. The company received no cash proceeds, and the preferred shares exchanged were retired and cancelled. These exchanges were made in reliance on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. may issue from time to time up to 100,090,365 shares of common stock under its July 2, 2026 prospectus, as updated by this supplement. The supplement attaches a current report describing recent unregistered exchanges of preferred stock into common stock.
Between July 29 and August 4, 2026, the company agreed with several unaffiliated investors to issue multiple blocks of common stock in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. The company received no cash in these exchanges, relied on the Section 3(a)(9) exemption, and retired and cancelled all preferred shares surrendered.
Wheeler Real Estate Investment Trust, Inc. reports a series of private exchange transactions in which holders of preferred stock exchanged their securities for common stock. The disclosure is incorporated into a prospectus supplement tied to an existing shelf registration for issuing Series B and Series D preferred stock as interest on 7.00% Subordinated Convertible Notes due 2031.
On July 29–31 and August 3–4, 2026, the company agreed to issue common shares to unaffiliated investors in exchange for Series B and Series D preferred stock. These exchanges included 150,030 common shares for 15,003 Series B shares on July 30, 387,937 common shares for 20,339 Series B and 2,246 Series D shares on July 31, 208,900 common shares for 10,300 Series B and 700 Series D shares on August 3, and 255,500 common shares for 7,000 Series B and 1,750 Series D shares on August 4. The company received no cash, the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption as exchanges with existing security holders.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement tied to the resale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches and incorporates a new current report describing a one-for-five reverse stock split of the common stock.
The reverse split becomes effective at 5:00 p.m. Eastern Time on July 27, 2026, with the common stock trading on a split-adjusted basis on July 28, 2026 under a new CUSIP 963025747. As of July 22, 2026 the company had 4,646,083 shares outstanding and anticipates about 929,217 shares outstanding after the split; relative ownership, voting and other rights are intended to remain generally unchanged apart from cash in lieu of fractional shares.
The charter amendments also decrease the common stock par value from $0.05 (post-split effect) to $0.01 per share and adjust conversion mechanics on the company’s convertible securities, including reducing the conversion rate on its 7.00% subordinated convertible notes due 2031 from approximately 37.33 to 7.47 shares per $25 principal amount.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock by attaching a new current report. The company has approved a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on July 27, 2026, with trading on a split-adjusted basis beginning July 28, 2026 under a new CUSIP 963025747.
Following the split, the par value of the common stock will be decreased from $0.05 per share (as a result of the split) to $0.01 per share at 5:01 p.m. Eastern Time. As of July 22, 2026 there were 4,646,083 shares of common stock outstanding and the company anticipates approximately 929,217 shares outstanding post-split; this is a baseline figure, not the amount being offered. No fractional shares will be issued; instead, holders will receive cash equal to the applicable fraction multiplied by the closing price on July 27, 2026, as adjusted for the split.
The reverse split does not change the number of authorized shares or relative ownership and voting rights, aside from de minimis effects from cash in lieu of fractional shares. Conversion mechanics are adjusted proportionately: the conversion rate of the 7.00% subordinated convertible notes due 2031 will change from approximately 37.33 to approximately 7.47 shares per $25.00 principal amount, and the conversion prices of the Series B and Series D preferred stock will increase proportionally, with each preferred share becoming convertible into approximately zero common shares.
Wheeler Real Estate Investment Trust, Inc. approved charter amendments to implement a one-for-five Reverse Stock Split of its common stock, effective at 5:00 p.m. Eastern Time on July 27, 2026, followed by a reduction in par value to $0.01 per share at 5:01 p.m.
No fractional shares will be issued; holders entitled to fractions will receive cash based on the July 27, 2026 Nasdaq closing price, as adjusted for the split. Common shares will begin trading on a split-adjusted basis on July 28, 2026 under a new CUSIP, and authorized common shares will remain unchanged. As of July 22, 2026 there were 4,646,083 common shares outstanding and the company anticipates approximately 929,217 post-split. Conversion terms of the 7.00% subordinated convertible notes and the Series B and Series D preferred stock will be proportionally adjusted to reflect the Reverse Stock Split.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement updating an existing prospectus that covers the resale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders. The supplement incorporates a recent current report describing an unregistered exchange transaction.
On July 14, 2026, the company agreed to issue 352,000 shares of common stock to an unaffiliated investor in exchange for 6,400 shares of Series B Convertible Preferred Stock and 1,600 shares of Series D Cumulative Convertible Preferred Stock. The exchange ratio was 220 common shares for four Series B shares plus one Series D share. The company received no cash, and the preferred shares exchanged were retired and cancelled. The exchange relied on the Section 3(a)(9) exemption from Securities Act registration.
Wheeler Real Estate Investment Trust, Inc. updates its July 2, 2026 prospectus for the primary issuance from time to time of up to 100,090,365 shares of common stock, par value $0.01 per share. The supplement also incorporates a recent stock-for-preferred exchange.
On July 14, 2026 the company agreed to issue 352,000 common shares to an unaffiliated investor in exchange for 6,400 Series B Convertible Preferred shares and 1,600 Series D Cumulative Convertible Preferred shares. The exchange ratio was 220 common shares for four Series B and one Series D share. The preferred shares received were retired and cancelled, and no cash proceeds were received. The common stock was issued in reliance on the Section 3(a)(9) exemption for exchanges with existing security holders, with no commissions or other remuneration paid.
Wheeler Real Estate Investment Trust, Inc. provides a prospectus supplement updating prior disclosure related to its Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock issued as interest on its 7.00% Subordinated Convertible Notes due 2031.
The company agreed with an unaffiliated investor to exchange 352,000 shares of common stock for 6,400 Series B and 1,600 Series D preferred shares. The exchange ratio was 220 common shares for every four Series B and one Series D share. No cash was paid or received, and the preferred shares exchanged were retired and cancelled. The issuance relied on the Section 3(a)(9) exemption as an exchange with an existing holder without commissions or other remuneration.
Wheeler Real Estate Investment Trust, Inc. updates its prospectus for the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders.
The company also reports recent unregistered exchanges of preferred stock into common stock. On July 7, 2026 it agreed to issue 77,360 common shares for 4,835 shares of Series B Convertible Preferred Stock. On July 9, 2026 it agreed to issue 1,018,585 common shares for 28,422 shares of Series B and 3,385 shares of Series D Cumulative Convertible Preferred Stock across multiple exchanges. On July 10, 2026 it agreed to issue 167,400 common shares for 3,600 shares of Series B and 900 shares of Series D preferred stock. The preferred shares received in these exchanges were retired and cancelled, no cash proceeds were received, and the exchanges relied on the Section 3(a)(9) exemption under the Securities Act.
Wheeler Real Estate Investment Trust, Inc. has a prospectus supplement to its July 2, 2026 prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock, $0.01 par value.
The supplement attaches a current report describing unregistered exchanges in which the company agreed to issue 77,360 common shares on July 7, 1,018,585 common shares on July 9, and 167,400 common shares on July 10 to existing holders of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. No cash proceeds were received, the exchanged preferred shares were retired and cancelled, and the issuances relied on the Securities Act Section 3(a)(9) exemption.
Wheeler Real Estate Investment Trust, Inc. entered into several exchange transactions in July 2026, issuing 77,360, 1,018,585 and 167,400 shares of common stock on July 7, 9 and 10, respectively, to unaffiliated investors in exchange for Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock.
The preferred shares received in these exchanges were retired and cancelled, and the company received no cash proceeds. The common shares were issued in unregistered transactions relying on the Section 3(a)(9) exemption as exchanges with existing security holders. This prospectus supplement incorporates the related current report to update the existing prospectus covering issuances of Series B and Series D preferred stock as interest on the company’s 7.00% Subordinated Convertible Notes due 2031.
Wheeler Real Estate Investment Trust filed a prospectus supplement registering up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants held by selling stockholders. The supplement incorporates a Current Report on Form 8-K that describes recent private exchanges of preferred stock for Common Stock and monthly Series D Preferred Stock redemptions.
The Form 8-K states the Company issued large blocks of Common Stock in June and July 2026 in exchange for Series B and Series D preferred shares, adjusted the conversion price of its 7.00% Subordinated Convertible Notes due 2031 to approximately $0.67 per share, and reported a ten-day VWAP of approximately $1.22 used in July redemptions.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus to register up to 100,090,365 shares of Common Stock and attaches an incorporated Form 8-K update dated July 7, 2026. The supplement describes recent exchanges of Series B and Series D preferred shares for common stock under Section 3(a)(9) and reports adjustments to the conversion price on the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $0.67 per share pursuant to the indenture.
The Form 8-K discloses July redemptions of Series D Preferred Stock: six redemption requests converted 8,200 Series D shares into 275,883 shares of Common Stock using a ten‑day VWAP of approximately $1.22, and a per‑share redemption price of approximately $40.97. Cumulative redemptions to date total 1,811,928 Series D shares; the Company reports approximately 3,030,738 shares of Common Stock and 1,789,240 shares of Series D Preferred Stock outstanding as of July 6, 2026.
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement and attached a Form 8-K reporting multiple exchanges of its Series B and Series D preferred shares for Common Stock and an adjustment to the conversion price on its 7.00% Subordinated Convertible Notes due 2031. The conversion price was adjusted to approximately $0.67 per share (about 37.33 shares per $25.00 principal) following Series D conversions at a VWAP of approximately $1.22.
The supplement discloses common-stock issuances in three exchange rounds: 25,297 shares on June 26, 178,460 shares on June 30, and 1,915,950 shares on July 2, 2026, issued in exchange for specified amounts of Series B and Series D preferred stock. For the July redemptions, holders redeemed 8,200 Series D shares and the Company issued 275,883 Common Shares to settle the approximately $40.97 per-share redemption price. As of July 6, 2026, the filing states 3,030,738 Common Shares and 1,789,240 Series D Preferred Shares outstanding.
Wheeler Real Estate Investment Trust, Inc. registers up to 100,090,365 shares of Common Stock to be issued upon the redemption of its Series D Cumulative Convertible Preferred Stock. The shares are issuable in lieu of the $25.00 per‑share redemption price (plus accrued dividends) and the Company will receive no proceeds from these issuances. The prospectus assumes certain pricing inputs (a $3.53 VWAP estimate) to calculate an illustrative 100,000,000‑share component of the registration and shows 838,905 shares outstanding as of July 1, 2026. The registration covers issuance until Series D Preferred Stock redemptions conclude; issuance timing and actual share counts depend on holder elections and the VWAP calculation for each Holder Redemption Date.
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated June 26, 2026 registering up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders. The supplement attaches a Current Report on Form 8-K reporting a separate, non-cash exchange closed on June 22, 2026, under which the company issued 86,583 shares of Common Stock in exchange for and retirement of 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock.
The exchange used the Section 3(a)(9) exemption; no cash proceeds were received and the exchanged preferred shares were cancelled. The Prospectus Supplement updates the offering materials and should be read with the Prospectus dated March 20, 2026.
Wheeler Real Estate Investment Trust, Inc. registered up to 100,043,323 shares of Common Stock under a Prospectus Supplement dated June 26, 2026. The supplement attaches a Form 8-K disclosing that on June 22, 2026 the company issued 86,583 shares of Common Stock to an unaffiliated holder in exchange for and retirement of certain Series B and Series D preferred shares.
The exchange was effected at an exchange ratio described as 21 Common shares for four Series B Preferred shares and one Series D Preferred share, settled in customary cycles, produced no cash proceeds to the company, and relied on the exemption in Section 3(a)(9) of the Securities Act.
Wheeler Real Estate Investment Trust, Inc. agreed to issue 86,583 shares of Common Stock on June 22, 2026 in exchange for 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock. The exchanged Preferred Stock was retired and cancelled and the Company received no cash proceeds.
The issuance was effected on the basis of an exchange exemption under Section 3(a)(9) of the Securities Act and settled in accordance with customary settlement cycles. This Prospectus Supplement (No. 50) attaches a Current Report on Form 8-K dated June 26, 2026.