Wheeler registers 673,971 shares for warrant exercises

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated June 26, 2026 registering up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated June 26, 2026 registering up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants by selling stockholders. The supplement attaches a Current Report on Form 8-K reporting a separate, non-cash exchange closed on June 22, 2026, under which the company issued 86,583 shares of Common Stock in exchange for and retirement of 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock.

The exchange used the Section 3(a)(9) exemption; no cash proceeds were received and the exchanged preferred shares were cancelled. The Prospectus Supplement updates the offering materials and should be read with the Prospectus dated March 20, 2026.

Insights

Securities Attorney

Registers warrant-based resale capacity; documents a Section 3(a)(9) preferred-for-common exchange.

The Prospectus Supplement registers 673,971 shares issuable upon exercise of warrants by selling stockholders, updating the March 20, 2026 prospectus and attaching a Form 8-K.

The Form 8-K discloses an exchange closed on June 22, 2026 where 86,583 shares of Common Stock were issued in exchange for and cancellation of specified preferred shares, relying on Section 3(a)(9). The legal reliance and cancellation are stated verbatim.

Capital Markets Analyst

Administrative registration and a non-cash exchange; limited immediate cash impact.

The registered 673,971 shares relate to warrants held by selling stockholders; the supplement updates offering disclosure and attaches the current Form 8-K. The registration itself is administrative in nature.

The disclosed exchange retired 16,492 Series B and 4,123 Series D preferred shares for 86,583 common, with no cash changing hands. Cash‑flow treatment is explicit in the filing.

Key Figures

Registered shares for warrants: 673,971 shares Common shares issued in exchange: 86,583 shares Series B preferred exchanged: 16,492 shares +3 more

6 metrics

Registered shares for warrants 673,971 shares Prospectus Supplement dated June 26, 2026

Common shares issued in exchange 86,583 shares Closed June 22, 2026 exchange reported on Form 8-K

Series B preferred exchanged 16,492 shares Retired as part of the June 22, 2026 exchange

Series D preferred exchanged 4,123 shares Retired as part of the June 22, 2026 exchange

Exchange ratio described 21 Common for 4 Series B + 1 Series D Per-unit exchange terms stated in Form 8-K

Prospectus date March 20, 2026 Base Prospectus referenced by the supplement

Key Terms

Prospectus Supplement, Section 3(a)(9), Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock

4 terms

Prospectus Supplement regulatory

"This is Prospectus Supplement No. 14 to our Prospectus, dated March 20, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Section 3(a)(9) regulatory

"issued the Common Stock to the Investor in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Series B Convertible Preferred Stock financial

"exchange for 16,492 shares of the Company’s Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Series D Cumulative Convertible Preferred Stock financial

"and 4,123 shares of the Company’s Series D Cumulative Convertible Preferred Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Wheeler's Prospectus Supplement register?

It registers up to 673,971 shares of Common Stock issuable upon warrant exercise. The supplement, dated June 26, 2026, updates the Prospectus dated March 20, 2026 and attaches a Form 8-K for related disclosures.

What was the exchange disclosed on Wheeler's Form 8-K (WHLR)?

Wheeler issued 86,583 shares of Common Stock in a non-cash exchange closed on June 22, 2026. The company received no cash and retired the exchanged preferred shares as stated in the filing.

Which preferred shares were exchanged and cancelled?

The filing states the exchange involved 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock, which were retired and cancelled following the exchange.

Under what exemption did Wheeler issue Common Stock in the exchange?

Wheeler relied on Section 3(a)(9) of the Securities Act for the issuance. The filing explains the exchange qualified as an exchange with an existing holder and no solicitation remuneration was paid.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 08:23 AM EDT Learn about SEC filing dates

Prospectus Supplement No. 14

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. 14 (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 June 26, 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 June 26, 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): June 22, 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 3.02 Unregistered Sales of Equity Securities

On June 22, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 86,583 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 16,492 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 4,123 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of twenty-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

The Company did not receive any cash proceeds in this transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock to the Investor in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.

This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.

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 26, 2026