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. updates its prospectus covering the potential issuance from time to time of up to 100,043,323 shares of common stock. The attached Form 8-K describes a February 6, 2026 exchange in which the company issued 439,300 common shares to two investors in return for 19,100 Series D preferred shares and 38,200 Series B preferred shares. The preferred shares received were retired and cancelled, and the exchange generated no cash proceeds, functioning as a non-cash adjustment to the capital structure.
Wheeler Real Estate Investment Trust, Inc. reports a private exchange of preferred stock into common stock. On February 6, 2026, the company issued 439,300 shares of common stock to two unaffiliated investors in exchange for 19,100 Series D and 38,200 Series B preferred shares. Each exchange involved issuing twenty-three common shares for two Series B and one Series D preferred share. The company received no cash in these transactions, and all exchanged preferred shares were retired and cancelled, modestly reshaping the mix of its outstanding securities.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus covering the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches a new report describing February 2026 activity in its Series D Preferred Stock redemptions and the related conversion terms of its 7.00% Subordinated Convertible Notes due 2031.
For February redemptions, 10,700 Series D Preferred shares were redeemed at approximately $42.35 per share and settled through 95,904 common shares, based on a volume‑weighted average common share price of about $4.72. Under the note indenture, that price triggered an adjustment of the note conversion price to approximately $2.60 per common share, or about 9.62 common shares for each $25.00 in principal amount. Cumulatively, 1,770,581 Series D Preferred shares have been redeemed and about 249,000 common shares issued, with 790,739 common shares and 1,577,898 Series D Preferred shares outstanding as of February 6, 2026.
Wheeler Real Estate Investment Trust, Inc. updated investors on the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 and recent Series D Preferred Stock redemptions. Based on February conversions of Series D Preferred Stock, the note conversion price was adjusted to approximately $2.60 per share of common stock, or about 9.62 shares for each $25.00 of principal.
For the 29th monthly Holder Redemption Date on February 5, 2026, holders redeemed 10,700 Series D Preferred shares at a Redemption Price of about $42.35 per share, settled through issuance of 95,904 common shares. Cumulatively, 1,770,581 Series D Preferred shares have been redeemed, with roughly 249,000 common shares issued in settlement. As of February 6, 2026, Wheeler had 790,739 common shares and 1,577,898 Series D Preferred shares outstanding.
Wheeler Real Estate Investment Trust, Inc. has a prospectus covering the potential issuance from time to time of up to 100,043,323 shares of its common stock. This prospectus supplement adds the company’s latest Form 8-K, which describes two recent exchanges of preferred stock into common stock with existing security holders.
On December 12, 2025, Wheeler issued 96,000 shares of common stock in exchange for 6,000 shares of Series D Cumulative Convertible Preferred Stock and 12,000 shares of Series B Convertible Preferred Stock. On December 16–17, 2025, it issued another 16,000 common shares in exchange for 1,000 Series D and 2,000 Series B preferred shares. The company received no cash in these transactions, and all exchanged preferred shares were retired and cancelled.
Wheeler Real Estate Investment Trust, Inc. reports two small equity-for-equity exchanges with existing investors. On December 12, 2025, the company issued 96,000 shares of common stock in exchange for 6,000 shares of its Series D Cumulative Convertible Preferred Stock and 12,000 shares of its Series B Convertible Preferred Stock. On December 16–17, 2025, it issued another 16,000 common shares for 1,000 Series D and 2,000 Series B preferred shares. The company received no cash in these transactions, and all preferred shares exchanged were retired and cancelled. The exchanges were made with unaffiliated holders under the Section 3(a)(9) exemption of the Securities Act.
Wheeler Real Estate Investment Trust, Inc. is supplementing its prospectus covering the potential issuance of up to 100,043,323 shares of common stock. The supplement incorporates recent activity where the company agreed to issue 429,000 shares of common stock in exchange for 33,000 Series D and 66,000 Series B preferred shares, and a further 451,200 common shares for 37,600 Series D and 75,200 Series B shares. No cash was received and the exchanged preferred stock was retired.
In December 2025, the company also redeemed 12,700 Series D preferred shares at roughly $42.62 per share, settling the redemption price with 157,093 common shares. These actions led to a reset of the conversion price on its 7.00% subordinated convertible notes from about $3.48 to roughly $1.90 per share of common stock, increasing the number of shares issuable per $25 note. As of December 8, 2025, Wheeler had 1,783,599 common shares and 1,519,144 Series D preferred shares outstanding, with the next Series D holder redemption date on January 5, 2026.
Wheeler Real Estate Investment Trust, Inc. reports a series of equity-for-preferred exchanges and an adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031. On December 5, 2025 it agreed to issue 429,000 shares of common stock in exchange for 33,000 shares of Series D Cumulative Convertible Preferred Stock and 66,000 shares of Series B Convertible Preferred Stock, and on December 8, 2025 it agreed to issue 451,200 common shares for 37,600 Series D shares and 75,200 Series B shares. The company received no cash in these transactions and the exchanged preferred shares were retired and cancelled.
Following recent Series D redemptions, the note conversion price was reduced from approximately $3.48 to approximately $1.90 per common share, or about 13.19 shares for each $25.00 principal amount, based on a lowest Series D conversion price of about $3.45. On December 5, 2025, holders redeemed 12,700 Series D shares at roughly $42.62 per share, settled in 157,093 common shares. Cumulatively, 1,759,181 Series D shares have been redeemed for about 445,000 common shares, and as of December 8, 2025 the company had 1,783,599 common shares and 1,519,144 Series D shares outstanding.
Wheeler Real Estate Investment Trust, Inc. supplements its shelf prospectus covering the potential issuance from time to time of up to 100,043,323 shares of common stock. The company also approves a one-for-two reverse stock split of its common stock, effective November 28, 2025, with the par value reduced from $0.02 per share (post-split) to $0.01 per share one minute later. Fractional shares will not be issued; instead, holders will receive cash equal to the applicable fraction multiplied by the November 28, 2025 Nasdaq closing price, adjusted for the split. As of November 25, 2025, 1,380,640 common shares were outstanding, and the company anticipates approximately 690,320 shares outstanding after the reverse split. Conversion terms for the 7.00% subordinated convertible notes due 2031 and the Series B and Series D preferred stock are adjusted proportionally to reflect the new share count.
Wheeler Real Estate Investment Trust, Inc. has approved a one-for-two reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on November 28, 2025, followed by a reduction in par value from $0.02 to $0.01 per share one minute later. Stockholders will receive cash instead of fractional shares, based on the common stock’s closing price on that date, as adjusted for the split.
The reverse split applies to all outstanding common shares and is designed to keep each investor’s ownership percentage and voting rights essentially the same, aside from minor changes from cash in place of fractional shares. Shares outstanding will move from 1,380,640 as of November 25, 2025 to approximately 690,320 after the split.
Conversion terms for the company’s 7.00% subordinated convertible notes due 2031 and both series of convertible preferred stock will be adjusted proportionately, with the note conversion rate moving from about 14.35 to about 7.17 common shares per $25.00 principal amount.
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement covering the potential issuance from time to time of up to 100,043,323 shares of its common stock. This supplement also includes a current report noting that interest on the company’s 7.00% Subordinated Convertible Notes due 2031, payable on December 31, 2025 to holders of record as of 5:00 p.m. New York City time on December 1, 2025, will be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock rather than in cash.
Wheeler Real Estate Investment Trust, Inc. is updating its existing prospectus to reflect a new decision on how it will pay interest on its 7.00% Subordinated Convertible Notes due 2031. The company states that the interest on these notes payable on December 31, 2025, to holders of record as of 5:00 p.m. New York City time on December 1, 2025, will be paid in shares of its Series D Cumulative Convertible Preferred Stock instead of cash. This prospectus supplement attaches the related Current Report on Form 8-K and confirms that investors should read this update together with the original July 22, 2021 prospectus and its prior supplements, and review the risk factors described there.
Wheeler Real Estate Investment Trust (WHLR) filed Prospectus Supplement No. 15 to its June 20, 2025 prospectus, covering the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches WHLR’s Form 10‑Q for the quarter ended September 30, 2025.
In Q3 2025, WHLR reported revenue of $23.8 million and operating income of $5.5 million. A gain from derivative liabilities revaluation helped drive net income of $13.0 million and net income to common shareholders of $8.9 million. Year‑to‑date, property dispositions provided $33.4 million of cash. At quarter‑end, cash was $27.1 million and restricted cash $29.8 million; loans payable, net were $487.3 million. Series D Cumulative Convertible Preferred Stock carrying value was $64.5 million, with cumulative dividends in arrears of $26.6 million.
Subsequent to quarter‑end, WHLR sold Lake Murray ($4.6 million), a South Philadelphia land parcel ($4.4 million), Carll’s Corner ($3.7 million) and Fieldstone Marketplace ($12.2 million), and applied proceeds to reduce the August 2025 Cedar Credit Facility by $10.3 million and the April 2025 Cedar Bridge Loan by $4.0 million. Shares outstanding were 1,227,937 as of November 4, 2025.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 22 to a Rule 424(b)(3) prospectus to incorporate its Quarterly Report on Form 10‑Q for the quarter ended September 30, 2025. The underlying prospectus relates to the potential issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on the Company’s 7.00% Subordinated Convertible Notes due 2031.
For Q3 2025, total revenue was $23.821 million and operating income was $5.493 million. Net income was $12.982 million, reflecting a $14.989 million gain from changes in the fair value of derivative liabilities and interest expense of $7.853 million. Net operating income was $16.002 million.
At quarter‑end, total assets were $625.174 million, loans payable, net were $487.336 million (principal balance $502.676 million), and cash, cash equivalents and restricted cash were $56.903 million. The Company owned and operated 69 properties. For the nine months, property dispositions generated $33.440 million of cash proceeds. Shares outstanding were 1,227,937 as of November 4, 2025.
Wheeler Real Estate Investment Trust filed a prospectus supplement updating its shelf for the potential issuance, from time to time, of up to 100,043,323 shares of common stock. The supplement also attaches an 8-K detailing recent preferred redemptions and a conversion price adjustment on its 7.00% Subordinated Convertible Notes due 2031.
Following November activity, the notes’ conversion price was adjusted to approximately $1.74 per share (about 14.35 shares per $25 note), from approximately $3.59, after the lowest Series D Preferred conversion price was about $3.17, reflecting a 45% discount to $3.17 under the indenture. On November 5, 2025, holders redeemed 11,425 Series D Preferred shares at approximately $42.34 per share, settled with 152,703 common shares. Cumulatively, 1,746,481 Series D shares have been redeemed, with approximately 575,000 common shares issued in aggregate. As of November 5, 2025, common shares outstanding were 1,380,640, and Series D Preferred outstanding were 1,601,444.
Wheeler Real Estate Investment Trust (WHLR) filed Prospectus Supplement No. 21, attaching a Current Report on Form 8-K. The company adjusted the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $1.74 per share of common stock, based on a lowest Series D conversion price of approximately $3.17. This equates to approximately 14.35 shares of common stock for each $25.00 of notes converted.
For the November 2025 Series D Preferred Stock redemptions, WHLR processed 5 requests, redeeming 11,425 shares at a redemption price of approximately $42.34 per share, and settled the aggregate redemption price by issuing 152,703 common shares. Cumulatively, WHLR has processed 394 requests, redeeming 1,746,481 Series D shares and issuing approximately 575,000 common shares. As of November 5, 2025, shares outstanding were 1,380,640 common and 1,601,444 Series D Preferred.