Wheeler Real Estate Investment Trust (WHLR) 424B Filings

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.

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.