Wheeler Real Estate Investment Trust, Inc 424B Filings

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.

Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 35 updating its Prospectus to permit the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches a Form 8‑K reporting a series of private exchanges in April–May 2026 in which the company issued common stock in exchange for Series B and Series D preferred shares.

The Form 8‑K describes four exchange transactions: on April 20, 2026 (25,000 shares issued), April 24, 2026 (13,000 shares issued), May 1, 2026 (33,516 shares issued), and May 4, 2026 (65,000 shares issued). The exchanges followed fixed ratios of common shares per preferred share, involved no cash proceeds, and the surrendered preferred shares were retired and cancelled.

Wheeler Real Estate Investment Trust, Inc. agreed to issue common stock in a series of private exchanges for outstanding preferred shares, issuing 25,000, 13,000, 33,516 and 65,000 shares on April 20, April 24, May 1 and May 4, 2026, respectively.

The exchanges used fixed swap ratios (e.g., 25–28 shares of Common Stock per combination of two Series B and one Series D Preferred described by date), produced no cash proceeds, and the exchanged Series B and Series D preferred shares were retired and cancelled. The company states these issuances relied on the exemption in Section 3(a)(9) of the Securities Act.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 673,971 shares of Common Stock for resale, representing shares issuable upon exercise of warrants held by selling stockholders.

The supplement incorporates an attached Form 8-K describing Series D preferred redemptions that adjusted the conversion price of the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share (approximately 24.34 shares per $25.00 principal) following a ten-day VWAP of approximately $1.87. The conversion-price adjustment reflects the mechanics in Section 14.02 (Optional Conversion) of the indenture.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement No. 34 to its June 20, 2025 prospectus to register up to 100,043,323 shares of common stock and attached a Current Report on Form 8-K dated May 6, 2026. The Form 8-K reports May redemptions of Series D Cumulative Convertible Preferred Stock and an adjustment to the conversion price on the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share (about 24.34 shares per $25.00 principal) following a ten‑day VWAP of approximately $1.87. For the May Holder Redemption Date, 13,745 shares of Series D Preferred Stock were redeemed for a Redemption Price of about $40.99 per share, settled by issuing 301,743 shares of common stock. As of May 5, 2026, the Company reported 1,042,613 shares of common stock and 1,762,819 shares of Series D Preferred Stock outstanding.

Wheeler Real Estate Investment Trust, Inc. adjusted the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share, reflecting conversions tied to May redemptions of Series D Cumulative Convertible Preferred Stock. The May Holder Redemption Date (May 5, 2026) processed eight requests redeeming 13,745 Series D shares at a Redemption Price of approximately $40.99 per share, settled by issuing 301,743 shares of Common Stock. The ten‑day volume weighted average closing price preceding May 5, 2026 was approximately $1.87, which drove the conversion adjustment to ~$1.03 (about 24.34 Common Shares per $25.00 principal). As of May 5, 2026, the company reported 1,042,613 shares of Common Stock and 1,762,819 shares of Series D Preferred Stock outstanding.

Wheeler Real Estate Investment Trust, Inc. registers up to 673,971 shares of Common Stock issuable upon exercise of warrants by the selling stockholders, per Prospectus Supplement No. 4 dated April 13, 2026.

The company also disclosed a one-for-three reverse stock split of its Common Stock effective April 17, 2026 at 5:00 p.m. Eastern Time and a related decrease in par value to $0.01 effective April 17, 2026 at 5:01 p.m. Fractional shares will be paid in cash based on the closing price on Nasdaq on April 17, 2026. Shares will trade on a split-adjusted basis at market open on April 20, 2026 under new CUSIP 963025762. As of April 13, 2026, the Company reported 1,813,124 shares outstanding and anticipates approximately 604,374 shares outstanding post-Reverse Stock Split. The conversion rate for the 7.00% Notes due 2031 will be reduced from approximately 43.85 to approximately 14.62 shares per $25.00 principal amount of Notes.

Wheeler Real Estate Investment Trust, Inc. amends its prospectus to register up to 100,043,323 shares of Common Stock for issuance from time to time under the Prospectus Supplement dated April 13, 2026.

The company filed charter amendments to implement a one-for-three reverse stock split effective April 17, 2026 at 5:00 p.m. ET and to reduce the post-split par value to $0.01. No fractional shares will be issued; fractional entitlements will be paid in cash based on the closing price on April 17, 2026. Shares will trade on a split-adjusted basis at market open on April 20, 2026 under a new CUSIP 963025762. The filing discloses pre-split outstanding shares of 1,813,124 and anticipates approximately 604,374 shares outstanding after the split. Conversion rates for the Company’s convertible notes and preferred stock are being adjusted proportionally.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement No. 40 and an attached Form 8-K reporting a one-for-three reverse stock split of its Common Stock effective April 17, 2026 at 5:00 p.m. Eastern Time and a par value adjustment to $0.01 effective April 17, 2026 at 5:01 p.m. Eastern Time. The company reported 1,813,124 shares outstanding as of April 13, 2026 and anticipates approximately 604,374 shares outstanding post-Reverse Stock Split. Trading will be split-adjusted at market open on April 20, 2026 under a new CUSIP, 963025762, while the trading symbol will remain WHLR. Conversion rates for convertible securities will be proportionately adjusted, including the Notes conversion rate changing from approximately 43.85 to approximately 14.62 shares per $25.00 principal amount, and proportional changes to Series B and Series D preferred conversion metrics. Fractional shares will not be issued; fractional interests will be settled in cash based on the April 17, 2026 Nasdaq closing price (as adjusted for the split).

Wheeler Real Estate Investment Trust, Inc. is supplementing its March 20, 2026 prospectus to register 673,971 shares of Common Stock issuable upon exercise of warrants by selling stockholders. The filing incorporates a Form 8-K reporting April 2026 Series D preferred redemptions and an automatic adjustment to the conversion price on the 7.00% Subordinated Convertible Notes due 2031 to approximately $0.57 per share (about 43.85 shares per $25.00 principal), calculated as a 45% discount to the $1.04 ten‑day VWAP.

The April redemptions settled 5,200 shares of Series D Preferred Stock through issuance of 207,066 shares of Common Stock. Cumulatively, 1,782,283 Series D shares have been redeemed and the company has issued approximately 600,000 Common Shares in settlement. Shares outstanding were 1,813,124 Common and 1,715,095 Series D Preferred as of April 6, 2026. The prospectus supplement is dated April 7, 2026.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement No. 32 updating its shelf prospectus to state it may issue up to 100,043,323 shares of Common Stock. The supplement attaches an April 6–7, 2026 Form 8-K reporting Series D preferred redemptions and a related adjustment to the conversion price on the 7.00% Subordinated Convertible Notes due 2031 to approximately $0.57 per share (about 43.85 shares per $25 principal) following a ten-day VWAP of approximately $1.04. The April redemptions settled by issuing 207,066 shares of Common Stock; as of April 6, 2026 the company reported 1,813,124 shares of Common Stock and 1,715,095 shares of Series D Preferred Stock outstanding.

Wheeler Real Estate Investment Trust, Inc. reports adjustments tied to monthly redemptions of its Series D Cumulative Convertible Preferred Stock used to satisfy interest on its 7.00% Subordinated Convertible Notes due 2031. The conversion price for the Notes was adjusted to approximately $0.57 per share, or about 43.85 shares per $25.00 principal, reflecting a 45% discount to the $1.04 ten-day VWAP.

For the April cycle, five holders redeemed 5,200 Series D shares and the Company issued 207,066 Common Stock shares to settle the redemption price of approximately $41.28 per Series D share. Cumulatively, 1,782,283 Series D shares have been redeemed and approximately 600,000 Common Shares issued in settlement. As of April 6, 2026, the Company reports 1,813,124 Common Shares and 1,715,095 Series D Preferred Shares outstanding.

Wheeler Real Estate Investment Trust, Inc. supplements its March 20, 2026 prospectus to register up to 673,971 shares of Common Stock issuable upon exercise of warrants by the selling stockholders identified in the Prospectus.

The supplement attaches a Current Report on Form 8-K filed April 6, 2026 that discloses the issuance of Series D Preferred Stock: the company issued 80,000 and 66,666 shares of Series D Preferred Stock on March 16, 2026 and April 1, 2026 in exchange for Cedar Series C and Series B preferred shares, which were contributed to and retired by Cedar Realty Trust, Inc.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 100,043,323 shares of Common Stock. The supplement, dated April 6, 2026, attaches a Current Report on Form 8-K that discloses two private issuances of Series D Preferred Stock in exchange for preferred shares of its subsidiary, Cedar Realty Trust, Inc.

The 8-K describes that on March 16, 2026 and April 1, 2026 the company issued 80,000 and 66,666 shares of Series D Preferred Stock, respectively, in exchange for Cedar Series C Preferred Stock (120,000 and 90,000 shares) and 10,000 shares of Cedar Series B Preferred Stock in the April 1 transaction; the acquired Cedar shares were contributed back to Cedar and retired. The Series D issuances were made under Section 4(a)(2).

Wheeler Real Estate Investment Trust, Inc. files Prospectus Supplement No. 38 and an attached Form 8-K disclosing periodic issuance of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payments on its 7.00% Subordinated Convertible Notes due 2031. The supplement dated April 6, 2026 updates the Prospectus dated July 22, 2021.

Under Item 3.02, on March 16, 2026 and April 1, 2026 the company issued 80,000 and 66,666 shares of Series D Preferred Stock, respectively, in exchange for Cedar Series C and Series B preferred shares held by an unaffiliated investor; exchanged Cedar shares were contributed back to Cedar and retired. The Series D issuances relied on the Section 4(a)(2) exemption for non-public offerings.

Wheeler Real Estate Investment Trust, Inc. registered up to 673,971 shares of Common Stock pursuant to a Prospectus Supplement No. 1 to the March 20, 2026 prospectus.

The supplement attaches a Current Report on Form 8-K reporting that amended and restated warrants were exercised in whole on March 24, 2026, resulting in issuance of 172,075 shares of Common Stock to Magnetar-related investors (listed by name and share counts). The registration statement on Form S-11 (File No. 333-294263) was declared effective on March 20, 2026. The A&R Warrants expired on March 27, 2026, and the company states there are no outstanding warrants in its capital table following these exercises.

Wheeler Real Estate Investment Trust, Inc. supplements its Prospectus to register up to 100,043,323 shares of Common Stock March 26, 2026. The supplement attaches a Form 8-K disclosing that amended warrants held by Magnetar affiliates were exercised in full on March 24, 2026, resulting in issuance of 172,075 shares to the listed investors.

The shares issued on exercise were registered under the registrant’s Form S-11 (File No. 333-294263), declared effective on March 20, 2026

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement updating its Prospectus about issuing Series B and Series D convertible preferred stock as interest on its 7.00% Subordinated Convertible Notes due 2031. The supplement attaches an 8-K reporting the March 24, 2026 exercise in full of amended warrants held by Magnetar affiliates.

The A&R Warrants were exercisable for an aggregate amount equal to 12% of Common Stock outstanding on exercise at $0.01 per share and were exercised in whole on March 24, 2026, resulting in issuance of 172,075 shares (listed by holder). The shares are registered under Form S-11 (File No. 333-294263), declared effective March 20, 2026. Following issuance, there are no outstanding warrants in the company capital table.

Wheeler Real Estate Investment Trust, Inc. is registering 673,971 shares of Common Stock for resale by selling stockholders; these shares represent Warrant Shares issuable upon exercise of amended warrants.

The A&R Warrants permit exercise at $0.01 per share for an aggregate number equal to 12% of Common Stock outstanding on any exercise date (the Current Share Entitlement was 172,077 shares on March 11, 2026). The company will not receive proceeds from resale; the offering aggregates the Current Share Entitlement plus an additional estimate of up to 501,894 shares to cover potential issuance mechanics. As of the close on March 19, 2026, there were 1,433,983 shares outstanding and the last reported sale price was $1.17 per share.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated March 13, 2026 registering the issuance from time to time of up to 100,043,323 shares of its common stock. The supplement attaches a Current Report on Form 8-K reporting executive and board changes effective March 14, 2026.

The 8-K notes the CFO’s final day at the company as March 13, 2026, the appointment of Patrick Gundlach as Chief Accounting Officer and Treasurer effective March 14, 2026, the resignation of director Kerry Campbell effective March 14, 2026, designation of Rebecca Musser as Audit Committee Chair, and appointment of Sydney Schlimgen as Corporate Secretary.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement and an attached Form 8-K describing governance and officer changes. The supplement notes issuance of Series B and Series D convertible preferred stock may be used as interest payment on the company’s 7.00% Subordinated Convertible Notes due 2031. The Form 8-K reports the CFO’s exit effective March 13, 2026 and internal promotions: Patrick Gundlach named Chief Accounting Officer and Treasurer effective March 14, 2026, Sydney Schlimgen named Corporate Secretary effective March 14, 2026, and Rebecca Musser designated Audit Committee Chair and audit committee financial expert. A director, Kerry Campbell, resigned effective March 14, 2026.

Wheeler Real Estate Investment Trust, Inc. updates a shelf registering up to 100,043,323 shares of its common stock in a Prospectus Supplement dated March 6, 2026.

The supplement incorporates a Form 8-K reporting that March Series D Preferred redemptions included two requests redeeming 6,502 shares at a Redemption Price of approximately $41.72 per share, settled by issuance of 143,914 shares of Common Stock. The ten-day VWAP used for March redemptions was approximately $1.88, which triggered an adjustment to the conversion price of the 7.00% Subordinated Convertible Notes due 2031 to approximately $1.04 per share (about 24.12 shares per $25.00 principal). As of March 6, 2026, the company reported 1,433,983 shares of Common Stock and 1,640,295 shares of Series D Preferred Stock outstanding. The next Holder Redemption Date is April 6, 2026.

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement and attached Form 8-K describing monthly redemptions of its Series D Cumulative Convertible Preferred Stock and an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031 as interest payment stock issuances.

For March 2026, holders redeemed 6,502 shares of Series D Preferred Stock for a Redemption Price of approximately $41.72 per share, settled by issuing 143,914 shares of Common Stock. The ten‑day VWAP used for the adjustment was approximately $1.88, which produced a revised Note conversion price of approximately $1.04 per share (about 24.12 shares per $25 principal). Cumulative redemptions totaled 1,777,083 Series D shares, with approximately 393,000 Common Stock shares issued in total; Common outstanding were 1,433,983 and Series D outstanding were 1,640,295 as of March 6, 2026. The supplement notes the April redemption timeline and provides redemption forms online.

Wheeler Real Estate Investment Trust, Inc. proposes the issuance, from time to time, of up to 100,043,323 shares of its common stock under Prospectus Supplement No. 27, dated March 5, 2026. This Prospectus Supplement incorporates the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as Appendix A. The supplement reiterates that the offering is made pursuant to the Prospectus dated June 20, 2025 and is subject to the terms described therein. As context, the Company reported 1,290,069 shares outstanding as of March 2, 2026 and disclosed a combined portfolio of 916 properties totaling 7,018,837 leasable square feet that was 94.3% leased as of December 31, 2025.

Wheeler Real Estate Investment Trust, Inc. files Prospectus Supplement No. 34 adding its Annual Report on Form 10-K for the year ended December 31, 2025 to the existing prospectus and states the Form 10-K (without exhibits) is attached as Appendix A. The supplement notes the auditor Cherry Bekaert LLP and reiterates risk-factor guidance.

The Form 10-K summarizes the Trust's business as a grocery-anchored retail owner-operator, reports a portfolio of 65 properties (7,018,837 total rentable square feet; 94.3% leased as of December 31, 2025), describes 2025 dispositions and capital transactions, and presents consolidated results and liquidity details for 2025, including cash and restricted cash of $48.6M and combined annualized base rent of $70.0M.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement registering up to 100,043,323 shares of common stock and attached a Form 8-K dated March 4, 2026.

Separately, the company reported two private equity exchanges: on February 26, 2026 it issued 60,000 shares of common stock in exchange for certain Series B and Series D preferred shares (those preferred shares were retired), and it issued 80,000 shares of Series D preferred stock in exchange for 120,000 shares of Cedar Series C preferred stock that were contributed to and retired by the subsidiary. The company stated no cash proceeds were received in the common-stock exchange and relied on Section 3(a)(9) and Section 4(a)(2) exemptions for the transactions.

Wheeler Real Estate Investment Trust, Inc. agreed on February 26, 2026 to exchange preferred shares for common stock and to issue Series D preferred in a non-public subscription. The company issued a total of 60,000 shares of Common Stock in separate exchanges for 2,000 shares of Series D Preferred Stock and 4,000 shares of Series B Preferred Stock. Each exchange used a 30-for-2 (Series B) and 30-for-1 (Series D) conversion ratio as described. The Company received no cash proceeds and retired the exchanged preferred shares.

The company also issued 80,000 shares of Series D Preferred Stock in consideration for 120,000 shares of 6.50% Series C Preferred Stock of its subsidiary Cedar Realty Trust, Inc.; those subsidiary shares were contributed back and retired. Both transactions relied on exemptions from registration under the Securities Act.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated February 20, 2026 registering up to 100,043,323 shares of Common Stock for issuance from time to time under its Prospectus.

The supplement attaches a Form 8-K reporting that on February 19, 2026 the company amended certain Common Stock Purchase Warrants to permit exercise for an aggregate number of shares equal to 12% of Common Stock outstanding on the date of exercise at an exercise price of $0.01 per share, with expiration on March 12, 2026. The company agreed to file a Registration Statement on Form S-11 within 45 days to register resale of shares underlying those warrants.

The Board approved Excepted Holder limits for the warrant holders: an aggregate Capital Stock Excepted Holder Limit of 19% and a Common Stock Excepted Holder Limit of 45%. Separately, CFO and Secretary Crystal Plum notified the company of her resignation effective March 13, 2026.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement and attached a Form 8-K describing securities actions tied to its 7.00% Subordinated Convertible Notes due 2031, including issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payments.

The company amended certain March 12, 2021 warrants into Amended and Restated Common Stock Purchase Warrants exercisable for an aggregate number of shares equal to 12% of Common Stock outstanding on exercise at an exercise price of $0.01 per share, expiring March 12, 2026. The company agreed to file a Form S-11 to register resale of the underlying shares within 45 days of the registration rights agreement. The Board approved Excepted Holder Limits of 19% (capital stock) and 45% (common stock) for the Investors, and a Participation Rights arrangement allowing up to 12% participation in certain covered financings. The company also disclosed the CFO and Secretary will resign effective March 13, 2026.