Wheeler REIT’s S-11 effective, July 2025 redemptions funded with new stock

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) has filed Prospectus Supplement No. 1 to its June 20, 2025 prospectus. The supplement incorporates an accompanying Current Report that:

• Registers up to 100,043,323 additional shares of common stock (par $0.01) under an S-11 that became effective on June 20, 2025.
• Confirms the Company will use these newly registered shares to satisfy all properly submitted Series D Preferred Stock redemptions scheduled for the July 7, 2025 Holder Redemption Date. The redemption request cut-off is June 25, 2025.
• Sets the date of the 2025 virtual Annual Meeting for August 20, 2025, with a record date of July 3, 2025.
• Announces revised shareholder proposal and director-nomination deadlines due to the meeting being more than 30 days after the 2024 AGM. All Rule 14a-8, advance notice bylaw and universal proxy submissions must be received by 5:00 p.m. ET on June 30, 2025.

The supplement reiterates the high-risk nature of an investment in WHLR and directs investors to the existing Risk Factors section. No financial results or operational updates were included.

Key implications for investors:

• The effectiveness of the S-11 removes near-term liquidity uncertainty around preferred redemptions but introduces significant potential dilution to common shareholders.
• Governance activists have a condensed 10-day window (until June 30) to submit proposals or nominate directors for the 2025 AGM.

Aside from these items, the filing is primarily procedural and does not alter the Company’s strategic outlook or provide new performance metrics.

Positive

• S-11 effectiveness on June 20, 2025 guarantees the Company can settle all Series D Preferred redemptions on the July 7, 2025 date, eliminating near-term liquidity risk.

Negative

• Registration of up to 100,043,323 new common shares represents a potential multi-fold increase in float, posing substantial dilution to existing common shareholders.
• Shareholder proposal and director-nomination window shortened to 10 days, which may be viewed unfavourably by governance watchdogs.

Insights

Equity Analyst

TL;DR – Effective S-11 funds July redemptions, but 100 M share issuance poses dilution; overall cash‐flow impact neutral near term.

The decisive takeaway is balance-sheet liquidity versus dilution. By registering 100 M additional shares (roughly 9× WHLR’s ~11 M shares outstanding as of last 10-Q), management ensures it can honour Series D redemptions without forced cash outlay, preserving cash for operations. Investors in the preferred class gain clarity; common shareholders face material dilution risk as those shares are issued. The prospectus provides no earnings data, so valuation impact hinges on ultimate issued quantity and market pricing. Setting a virtual AGM in August and accelerating proposal deadlines may limit activist manoeuvring, but does not materially affect enterprise value. Net effect: strategically prudent for liquidity, valuation impact depends on dilution rate – therefore I view it as neutral overall.

Corporate Governance Specialist

TL;DR – Compressed June 30 nomination deadline constrains shareholder activism; governance impact modestly negative.

Moving the 2025 AGM to August and resetting proposal deadlines with only ten days’ notice effectively shortens the runway for dissident campaigns under Rule 14a-8 and universal proxy rules. While technically compliant, the tactic can be interpreted as defensive and may attract scrutiny from governance advisory firms. Still, the meeting remains virtual, preserving broad access, and disclosure appears adequate. I assign a slightly negative governance score because of the restricted timeline, but the market impact is likely small.

Prospectus Supplement No. 1

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated June 20, 2025)

Registration No. 333-287930

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 1 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,323 shares of our common stock, par value $0.01 (“Common Stock”). 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 June 20, 2025. 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 June 20, 2025.

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): June 20, 2025

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 5.08 Shareholder Nominations.

2025 Annual Meeting of Stockholders

Wheeler Real Estate Investment Trust, Inc. (the “Company”) plans to hold its 2025 annual meeting of stockholders (the “2025 Annual Meeting”) on Wednesday, August 20, 2025.

The 2025 Annual Meeting will be a virtual meeting.

Stockholders of record at the close of business on July 3, 2025 will be entitled to notice of and to vote at the 2025 Annual Meeting.

Stockholder Proposal and Director Nomination Deadlines

Because the scheduled date of the 2025 Annual Meeting is more than 30 days from the anniversary of the date of the Company’s 2024 annual meeting of stockholders, which was held on May 6, 2024, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors at the 2025 Annual Meeting previously set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2024 no longer apply. Therefore, the Company is providing notice of revised deadlines in connection with the 2025 Annual Meeting as set forth below.

Revised Deadline for Rule 14a-8 Stockholder Proposals – June 30, 2025

Stockholder proposals made pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be presented at the 2025 Annual Meeting and included in the Company’s proxy statement and form of proxy relating to that meeting must be received by the Company no later than 5:00 p.m., Eastern Time, on June 30, 2025, which the Company determined to be a reasonable time before it expects to begin to print and send its proxy materials. All proposals submitted pursuant to Rule 14a-8 must comply with the rules and regulations promulgated by the SEC.

Revised Deadline Under Advance Notice Bylaw Provision – June 30, 2025

In accordance with the requirements contained in the Company’s bylaws (the “Bylaws”), stockholders of the Company who wish to nominate a person for election as a director or bring business before the 2025 Annual Meeting outside the processes of Rule 14a-8 must ensure that written notice thereof (including all information specified in the Bylaws) is delivered to the Company’s Secretary at the Company’s principal executive office no later than 5:00 p.m., Eastern Time, on June 30, 2025, which is the tenth calendar day following the date of this Current Report on Form 8-K. Any such proposal must meet the requirements set forth in the Bylaws to be brought before the 2025 Annual Meeting.

Revised Deadline Under Universal Proxy Rules– June 30, 2025

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, in order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2025 Annual Meeting, stockholders must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act by June 30, 2025, which is the tenth calendar day following the date of this Current Report on Form 8-K.

Requirements Applicable to All Proposals

Proposals and notices must be in writing and received by the Company’s Secretary, Crystal Plum, at Riversedge North 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452, and must also comply with the Bylaws and the requirements set forth in the rules and regulations promulgated by the SEC.

Item 8.01 Other Events

July 2025 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is June 25, 2025.

•The next monthly Holder Redemption Date will occur on July 7, 2025 (the “July Redemption Date”).

•The Company had announced in its Form 8-K filed on June 6, 2025 that it was very possible that the Company would not have enough shares of registered Common Stock from its current registration statement to settle redemption requests on the July Redemption Date and that any subsequent registration statement filed may not be declared effective in advance of the July Redemption Date.

•On June 20, 2025, the Company’s registration statement for up to 100,043,323 shares of its Common Stock on Form S-11 (File No. 333-287930) was declared effective.

•

Accordingly, the Company will issue registered Common Stock to settle all redemption requests properly made for the July Redemption Date.

•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.

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 “plans”, “expects”, and “will” or the negative of these terms or other words of similar meaning, although not all forward-looking statements contain these identifying words. 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: June 20, 2025

FAQ

How many new WHLR common shares were registered in the latest S-11?

Up to 100,043,323 shares of common stock were registered.

Why is Wheeler REIT issuing additional shares?

The shares will be used primarily to settle Series D Preferred Stock redemption requests due on July 7, 2025.

When is the 2025 WHLR Annual Meeting and who can vote?

The virtual meeting is set for August 20, 2025; shareholders of record on July 3, 2025 may vote.

What is the deadline to submit shareholder proposals or director nominations?

All Rule 14a-8, advance notice and universal proxy submissions must be received by 5:00 p.m. ET on June 30, 2025.

Will WHLR have enough registered shares to cover July 2025 redemptions?

Yes. Management states it will issue registered common stock to meet all properly made redemption requests for the July 7, 2025 date.