Wheeler Real Estate Investment Trust (WHLR) 424B Filings

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.

Wheeler Real Estate Investment Trust, Inc. files a prospectus supplement registering up to 673,971 shares of common stock issuable upon exercise of warrants by the selling stockholders. The supplement attaches a Current Report on Form 8-K that discloses the Company engaged CBRE’s National Retail Partners to market 35 properties of its 59-property portfolio for sale.

The engagement was made on June 19, 2026; no timetable, transaction terms, or board approvals have been set, and the Company says there can be no assurance a sale will occur.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated June 23, 2026 to its June 20, 2025 prospectus registering the issuance from time to time of up to 100,043,323 shares of Common Stock. The supplement attaches a Current Report on Form 8-K stating the Company has engaged CBRE’s National Retail Partners to list and market for sale 35 properties from its portfolio of 59 properties.

The filing makes clear no timetable, terms, or approvals have been set, and the Company will provide no further details unless it enters into a specific portfolio sale transaction or disclosure becomes appropriate or required by law. The 8-K includes standard forward-looking statement cautionary language.

Wheeler Real Estate Investment Trust, Inc. engaged CBRE’s National Retail Partners on June 19, 2026 to list and market for sale a portfolio of 35 properties selected from its portfolio of 59 properties, which includes 56 retail shopping centers. The engagement is a marketing step only; no timetable has been set and there is no assurance a sale will occur or be approved by the Board.

The prospectus supplement dated June 23, 2026 also notes these securities (Series B, Series D and 7.00% Subordinated Convertible Notes due 2031) and attaches the Form 8-K. The Company will disclose additional details only if and when a specific portfolio sale transaction is agreed or further disclosure is required.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement and Form 8-K reporting a one-for-four reverse stock split of its Common Stock, effective June 17, 2026. The Prospectus Supplement registers up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders.

The reverse split will take effect at 5:00 p.m. Eastern Time on June 17, 2026, with trading on a split-adjusted basis beginning at market open on June 18, 2026 under a new CUSIP 963025754. Shares outstanding were 2,194,353 as of June 12, 2026 and are expected to be approximately 548,588 after the split. Conversion rates for the Company’s convertible notes and preferred stock will be adjusted proportionately as described.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement registering up to 100,043,323 shares of common stock.

The company announced a one-for-four reverse stock split effective June 17, 2026 at 5:00 p.m. ET, with cash paid in lieu of fractional shares based on the Nasdaq closing price on June 17, 2026. Shares will trade on a split-adjusted basis at market open on June 18, 2026 under new CUSIP 963025754. The filing states 2,194,353 shares outstanding as of June 12, 2026 and anticipates approximately 548,588 shares outstanding post-Reverse Stock Split.

The Reverse Stock Split will proportionally adjust conversion terms of the Company’s convertible securities, including reducing the Notes’ conversion rate from approximately 36.09 to approximately 9.02 shares per $25.00 principal. The supplement incorporates the company’s Form 8-K filed June 12, 2026.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement No. 48 and an incorporated Current Report on Form 8-K reporting a one-for-four reverse stock split of its common stock effective June 17, 2026 at 5:00 p.m. Eastern Time. The company reported 2,194,353 shares of Common Stock outstanding as of June 12, 2026 and anticipates approximately 548,588 shares outstanding post-split. Trading will begin on a split-adjusted basis at market open on June 18, 2026 under a new CUSIP 963025754. The filing states no change to authorized shares, cash-in-lieu payments will be made for fractional shares based on the Nasdaq closing price on June 17, 2026, and conversion rates and prices for the Company’s convertible Notes and preferred stock will be adjusted proportionally.

Wheeler Real Estate Investment Trust, Inc. registers up to 673,971 shares of Common Stock pursuant to a Prospectus Supplement dated June 8, 2026; these shares are issuable upon exercise of warrants held by selling stockholders identified in the Prospectus. The supplement attaches a Current Report on Form 8-K reporting June 2026 redemptions of Series D cumulative convertible preferred stock, which adjusted the conversion price on the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $0.69 per share (approximately 36.09 shares per $25.00 principal), following a ten‑day volume weighted average closing price of $1.26.

The Form 8-K discloses that six holders redeemed 7,700 shares251,090 shares of Common Stock. Cumulative redemptions to date total 1,803,728 shares of Series D Preferred Stock with approximately 753,000 shares of Common Stock issued in settlement. Shares outstanding as of June 5, 2026 were 2,194,353 Common Stock and 1,765,162 Series D Preferred Stock.

Wheeler Real Estate Investment Trust, Inc. registered up to 100,043,323 shares of Common Stock under a prospectus supplement dated June 8, 2026. The supplement incorporates an 8-K describing June 2026 Series D Preferred Stock redemptions and a related adjustment to the conversion price on the Company’s 7.00% Subordinated Convertible Notes due 2031.

The conversion price for the Notes was adjusted to approximately $0.69 per share (about 36.09 shares per $25.00 principal) after a ten‑day volume weighted average closing price of approximately $1.26. For June redemptions the Company issued 251,090 shares of Common Stock to settle redemptions of 7,700 Series D Preferred shares at an aggregate Redemption Price near $41.07 per preferred share. As of June 5, 2026, the Company reported 2,194,353 Common shares and 1,765,162 Series D Preferred shares outstanding.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement and a Form 8-K reporting Series D Preferred Stock redemptions and an associated adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031.

The company reports the June redemption round on June 5, 2026: six holders redeemed 7,700 shares of Series D Preferred Stock for a Redemption Price of approximately $41.07 per share, settled by issuing 251,090 shares of Common Stock. The lowest conversion price observed for Series D conversions in June was approximately $1.26, which triggered an adjustment of the Notes' conversion price to approximately $0.69 per share (about 36.09 shares per $25.00 principal). Cumulative redemptions to date total 1,803,728 Series D shares, with approximately 753,000 Common Shares issued in settlement. Shares outstanding as of June 5, 2026 were reported as 2,194,353 Common and 1,765,162 Series D Preferred.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement and attached Form 8-K registering up to 673,971 shares of Common Stock issuable upon exercise of warrants by selling stockholders.

The Form 8-K also reports that on May 28, 2026 the company issued 142,800 shares of Common Stock in a non‑cash exchange for and retirement of certain Series D and Series B preferred shares; no cash proceeds were received.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 100,043,323 shares of common stock on a shelf for issuance from time to time, dated June 1, 2026.

The supplement attaches a Current Report on Form 8-K disclosing that on May 28, 2026 the company issued 142,800 shares of common stock in a non‑cash exchange, issuing fifty‑one shares of common stock in exchange for two shares of Series B preferred and one share of Series D preferred; the exchanged preferred shares were retired and cancelled. The company stated the issuance relied on Section 3(a)(9) of the Securities Act and that no cash proceeds were received.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated June 1, 2026 that attaches a Form 8-K reporting an equity exchange. On May 28, 2026 the company issued 142,800 shares of Common Stock in exchange for 2,800 shares of Series D Cumulative Convertible Preferred Stock and 5,600 shares of Series B Convertible Preferred Stock. The issuance followed an exchange ratio of 51 shares of Common Stock for every two shares of Series B Preferred and one share of Series D Preferred. The exchanged preferred shares were retired and cancelled and no cash proceeds were received. The company relied on Section 3(a)(9) of the Securities Act for an exemption from registration.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering 673,971 shares of Common Stock for sale by selling stockholders, as shares issuable upon exercise of outstanding warrants.

The supplement, dated May 27, 2026, attaches a Current Report on Form 8-K that reports an May 21, 2026 exchange in which the company issued 757,850 shares of Common Stock in reliance on Section 3(a)(9) in exchange for 15,157 shares of Series D Preferred Stock and 30,314 shares of Series B Preferred Stock; the exchanged preferred shares were retired. The supplement states the sales are by selling stockholders; the company does not receive resale proceeds from those selling stockholders under this registration.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement No. 38 dated May 27, 2026 that updates a prospectus relating to the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches a Current Report on Form 8-K reporting that on May 21, 2026 the company issued 757,850 shares of common stock in exchanges with three unaffiliated holders in reliance on Section 3(a)(9) of the Securities Act; the exchanged preferred shares (15,157 Series D and 30,314 Series B) were retired and cancelled. The transactions produced no cash proceeds.

Wheeler Real Estate Investment Trust, Inc. agreed to issue 757,850 shares of Common Stock to three unaffiliated holders in exchange for 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock. Each exchange used a ratio of fifty shares of Common Stock for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The preferred shares exchanged were retired and cancelled and no cash proceeds were received. The Common Stock issuances were made under the exemption in Section 3(a)(9) of the Securities Act. This Prospectus Supplement (No. 45) supplements the Prospectus relating to issuance of Series B and Series D Preferred Stock as interest payments on the 7.00% Subordinated Convertible Notes due 2031.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 673,971 shares of Common Stock.

Those shares are issuable upon exercise of warrants by the selling stockholders identified in the Prospectus. The supplement attaches a Current Report on Form 8-K that updates the Prospectus. The 8-K states interest on the 7.00% Subordinated Convertible Notes due 2031 payable on June 30, 2026 to holders of record as of June 1, 2026 will be paid in the Company’s Series D Cumulative Convertible Preferred Stock.

Wheeler Real Estate Investment Trust, Inc. registers up to 100,043,323 shares of Common Stock pursuant to a Prospectus Supplement dated May 20, 2026.

The supplement attaches a Current Report on Form 8-K stating that interest on the 7.00% Subordinated Convertible Notes due 2031 payable on June 30, 2026 will be paid in the Company’s Series D Cumulative Convertible Preferred Stock to holders of record at the close of business on June 1, 2026.

Wheeler Real Estate Investment Trust, Inc. determined that interest on its 7.00% Subordinated Convertible Notes due 2031 payable on June 30, 2026 will be paid in the form of its Series D Cumulative Convertible Preferred Stock. The payment applies to holders of record at the close of business at 5:00 p.m., New York City time, on June 1, 2026. This update appears in Prospectus Supplement No. 44 dated May 20, 2026.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 673,971 shares of its Common Stock to be issued from time to time. This Prospectus Supplement, dated May 8, 2026, also incorporates by reference the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 as Appendix A. The Form 10-Q discloses condensed consolidated financials showing total assets of $594,007 (in thousands) and a net (loss) of $(1,171) for the quarter. Shares outstanding were 1,042,613 as of May 6, 2026.

Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 36 to its June 5, 2025 Prospectus to include its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The supplement restates the prospectus offering capacity to issue up to 100,043,323 shares of Common Stock.

The Form 10-Q reports total assets of $594,007 and loans payable, net of $461,068 (table amounts). The company recorded a consolidated net loss attributable to common shareholders of $5,266 for the three months ended March 31, 2026, and cumulative undeclared Series D Preferred Stock dividends in arrears of $26.3 million.

Wheeler Real Estate Investment Trust, Inc. files Prospectus Supplement No. 43 to its July 22, 2021 Prospectus to include its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which is attached as Appendix A. The supplement relates to issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on the 7.00% Subordinated Convertible Notes due 2031.

The Form 10-Q discloses condensed consolidated financial statements, portfolio and financing updates, recent asset dispositions and capital-structure activity including reverse stock splits, warrant amendments and exchanges/redemptions of preferred securities.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 673,971 shares of Common Stock issuable upon exercise of warrants by selling stockholders. The supplement attaches a Form 8-K reporting recent private exchanges where Preferred Stock was surrendered and retired in exchange for Common Stock.

The Form 8-K describes four exchange dates in which the company issued specified Common Stock shares in non‑cash exchanges: 25,000 shares (April 20, 2026), 13,000 shares (April 24, 2026), an aggregate of 33,516 shares (May 1, 2026), and 65,000 shares (May 4, 2026). The exchanged Preferred Stock shares were retired and cancelled; no cash proceeds were received. The company relied on Section 3(a)(9) of the Securities Act for the exchanges.