WHLR (NASDAQ: WHLR) registers 673,971 shares; notes conversion set at $0.57
Rhea-AI Filing Summary
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.
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Insights
Registered resale of warrant‑issuable shares and a note conversion price reset were disclosed.
The supplement registers 673,971 shares issuable upon warrant exercises by selling stockholders, a resale registration that permits secondary market resales by those holders. The filing also attaches a Form 8‑K that documents Series D redemptions and the attendant conversion price adjustment to $0.57 per share under the indenture's Optional Conversion mechanics.
Key legal qualifiers — the registered shares are issuable upon exercise of warrants and note conversion pricing is formulaic. Subsequent prospectus supplements or amendments will control any changes to the registered amount or distribution methods.
Preferred redemptions are being settled in Common Stock, increasing share issuance tied to Series D activity.
The April round redeemed 5,200 Series D shares and issued 207,066 Common Shares in settlement, and cumulative redemptions total 1,782,283 Series D shares with ~600,000 Common Shares issued to date. These settlement mechanics have raised Common share counts to 1,813,124 as of April 6, 2026.
Practical watch items include monthly Holder Redemption Dates and the conversion pricing formula for the Notes; holder election choices will determine future Common share issuance volumes.
Key Figures
Registered shares: 673,971 shares
Adjusted conversion price: $0.57 per share
Ten‑day VWAP: $1.04
+5 more
8 metrics
Registered shares
673,971 shares
Prospectus Supplement No. 3 (April 7, 2026)
Adjusted conversion price
$0.57 per share
7.00% Subordinated Convertible Notes due 2031 adjustment
Ten‑day VWAP
$1.04
Volume weighted average closing price for ten trading days before April 6, 2026
Shares issued in April redemption
207,066 shares
Settlement of April 6, 2026 Series D redemptions
Redemption Price (per Series D share)
$41.28 per share
April 2026 Holder Redemption Price (including accrued dividends)
Common shares outstanding
1,813,124 shares
As of April 6, 2026
Series D preferred outstanding
1,715,095 shares
As of April 6, 2026
Cumulative Series D redemptions
1,782,283 shares
Total Series D shares redeemed to date
Key Terms
Series D Cumulative Convertible Preferred Stock, volume weighted average of the closing sales price, Optional Conversion, Holder Redemption Date
4 terms
Series D Cumulative Convertible Preferred Stock financial
"redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s Series D Cumulative Convertible Preferred Stock"
volume weighted average of the closing sales price market
"The volume weighted average of the closing sales price, as reported on the Nasdaq"
Optional Conversion regulatory
"pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes"
Holder Redemption Date financial
"The 31th monthly “Holder Redemption Date” occurred on April 6, 2026"
Offering Details
resale/secondary
Offering
Offering Type
resale/secondary
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does the Prospectus Supplement register for WHLR?
It registers 673,971 shares of Common Stock issuable upon warrant exercises by selling stockholders. The supplement adds this registration to the March 20, 2026 prospectus and attaches a Form 8‑K dated April 7, 2026.
How was the conversion price for WHLR's 7.00% Notes adjusted?
The conversion price was adjusted to approximately $0.57 per share. That reflects a 45% discount to the $1.04 ten‑day VWAP used in the calculation under the indenture's Optional Conversion provision.
When is the next Series D Holder Redemption Date for WHLR?
The next monthly Holder Redemption Date is May 5, 2026. The deadline to submit redemption forms for the May round is listed as April 27, 2026 on the company website.
Prospectus Supplement No. 3 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated March 20, 2026) | Registration No. 333-294263 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 3 (this “Prospectus Supplement”) to our Prospectus, dated March 20, 2026 (the “Prospectus”), relating to the offer and sale of up to 673,971 shares of common stock, par value $0.01 per shares (“Common Stock”), of Wheeler Real Estate Investment Trust, Inc. issuable upon exercise of the warrants described therein by the selling stockholders identified in the Prospectus. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.
We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on April 7, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is April 7, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 6, 2026
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35713 | 45-2681082 | ||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
2529 Virginia Beach Blvd. Virginia Beach, VA | 23452 | |||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant’s telephone number, including area code: (757) 627-9088
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.01 par value per share | WHLR | Nasdaq Capital Market | ||||||||||||
| Series B Convertible Preferred Stock | WHLRP | Nasdaq Capital Market | ||||||||||||
| Series D Cumulative Convertible Preferred Stock | WHLRD | Nasdaq Capital Market | ||||||||||||
| 7.00% Subordinated Convertible Notes due 2031 | WHLRL | Nasdaq Capital Market | ||||||||||||
Item 8.01 Other Events
Conversion Price of 7.00% Subordinated Convertible Notes due 2031
Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference.
For the April redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $1.04. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $0.57 per share of Common Stock (approximately 43.85 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.04.
Results of April 2026 Series D Preferred Stock Redemptions
•The 31th monthly “Holder Redemption Date” occurred on April 6, 2026.
•The Company processed five redemption requests from holders of its Series D Preferred Stock, collectively redeeming 5,200 shares of Series D Preferred Stock for a redemption price of approximately $41.28 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the April 6, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 207,066 shares of its Common Stock.
•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the April 6, 2026 Holder Redemption Date was approximately $1.04.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 407 redemption requests, collectively redeeming 1,782,283 shares of Series D Preferred Stock.
•The Company has issued approximately 600,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of April 6, 2026, the Company had 1,813,124 shares of Common Stock and 1,715,095 shares of Series D Preferred Stock outstanding.
May 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is April 27, 2026.
•The next monthly Holder Redemption Date will occur on May 5, 2026.
•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.
Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.
Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHEELER REAL ESTATE INVESTMENT TRUST, INC. | ||||||||
| By: | /s/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: April 7, 2026