Wheeler REIT (NASDAQ: WHLR) swaps preferred shares for common stock

Rhea-AI Filing Summary

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.

Prospectus Supplement No. 27

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated July 22, 2021)

Registration No. 333-256699

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 27 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred Stock and our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated Convertible Notes due 2031. 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 December 17, 2025. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 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 December 17, 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): December 12, 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 3.02 Unregistered Sales of Equity Securities

On December 12, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 96,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “December 12 Investor”) in exchange for 6,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 12,000 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of sixteen shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transaction occurred on December 12, 2025.

On December 16, 2025, the Company agreed to issue 16,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “December 16 Investor”) in exchange for 1,000 shares of the Series D Preferred Stock and 2,000 shares of the Series B Preferred Stock. The transaction involved the issuance of sixteen shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transaction occurred on December 17, 2025.

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

The Company issued the Common Stock to the December 12 Investor and December 16 Investor (together, the "Investors") 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 Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.

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: December 17, 2025

FAQ

What equity transactions did WHLR disclose in this prospectus supplement and Form 8-K?

The company disclosed two exchanges where it issued common stock to existing investors in return for Series B and Series D preferred shares, which were then retired and cancelled.

How many Wheeler (WHLR) common shares were issued in these exchanges?

Wheeler issued 96,000 common shares on December 12, 2025 and 16,000 common shares in a second transaction that settled on December 17, 2025, for a total of 112,000 common shares.

What preferred stock did WHLR exchange for common stock?

The company exchanged common stock for a total of 7,000 shares of Series D Cumulative Convertible Preferred Stock and 14,000 shares of Series B Convertible Preferred Stock.

Did Wheeler Real Estate Investment Trust receive cash proceeds from these transactions?

No. The company explicitly states that it did not receive any cash proceeds; instead, preferred shares were exchanged for common stock and then cancelled.

Under what securities law exemption were WHLR’s exchanges conducted?

The exchanges were made in reliance on Section 3(a)(9) of the Securities Act, as they involved exchanges of securities with existing holders and no commission or other remuneration was paid for soliciting the transactions.

What is the purpose of Prospectus Supplement No. 27 for WHLR?

Prospectus Supplement No. 27 attaches WHLR’s Form 8-K filed on December 17, 2025 and updates and supplements the existing prospectus covering possible issuances of Series B and Series D preferred stock as interest on its 7.00% Subordinated Convertible Notes due 2031.