WHLR adjusts notes, preferred conversions with 1-for-2 reverse split

Rhea-AI Filing Summary

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.

Insights

Capital structure and securities analyst

Wheeler REIT is executing a 1-for-2 reverse split and proportionally adjusting all conversion terms.

Wheeler Real Estate Investment Trust, Inc. is implementing 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 par value decrease to $0.01 per share at 5:01 p.m. Eastern Time. This action reduces the number of common shares outstanding from 1,380,640 as of November 25, 2025 to approximately 690,320, without changing the total equity base.

The filing states that the reverse split will not change each stockholder’s relative ownership percentage or voting rights, other than minor effects from cash paid instead of fractional shares. No change is made to the number of authorized common shares, so the company’s capacity to issue additional shares remains the same, but the per-share metrics will be restated on a split-adjusted basis once the stock begins trading on that basis on December 1, 2025.

Convertible instruments are being adjusted proportionately to preserve economic equivalence. The conversion rate on the 7.00% subordinated convertible notes due 2031 moves from approximately 14.35 to approximately 7.17 common shares per $25.00 principal amount. The conversion prices of the Series B and Series D convertible preferred stock are doubled, and the resulting common shares per preferred share are reduced to very small fractions, aligning with the new share count framework.

Prospectus Supplement No. 24

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. 24 (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 November 25, 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 November 25, 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): November 25, 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 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Charter Amendments for One-for-Two Reverse Stock Split

On November 25, 2025, in connection with a one-for-two reverse stock split (the “Reverse Stock Split”) of the Common Stock of the Company, to be effective on November 28, 2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for:

i.a one-for-two Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “Effective Time”) on November 28, 2025 (the “First Amendment”); and

ii.the par value of the Common Stock to be decreased from $0.02 per share (as a result of the one-for-two Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on November 28, 2025 (the “Second Amendment”).

Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on The Nasdaq Capital Market on November 28, 2025 (as adjusted for the Reverse Stock Split), without any interest.

The foregoing descriptions of the amendments to the Company’s charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Effect of Reverse Stock Split on Common Stock

At the market open on December 1, 2025 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025788).

The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time. It therefore will not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse Stock Split.

As of November 25, 2025, the Company had 1,380,640 shares of Common Stock outstanding and anticipates having approximately 690,320 shares of Common Stock outstanding post-Reverse Stock Split.

The Company’s trading symbol will remain unchanged, but the CUSIP number for the Company’s registered Common Stock will be changed to 963025788.

In connection with the Reverse Stock Split, adjustments will be made to the number of shares of Common Stock issuable upon conversion of the Company’s convertible securities.

Effect of Reverse Stock Split on 7.00% Subordinated Convertible Notes Due 2031

As a result of the Reverse Stock Split, pursuant to and in accordance with Section 14.05(c) of that certain indenture, dated as of August 13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, pertaining to the Company’s 7.00% subordinated convertible notes due 2031 (the “Notes”), the conversion rate of the Notes will be proportionately reduced from approximately 14.35 shares of Common Stock per each $25.00 principal amount of the Notes to approximately 7.17 shares of Common Stock per each $25.00 principal amount of the Notes.

Effect of Reverse Stock Split on Preferred Stock

As a result of the Reverse Stock Split, the conversion price of the Company’s Series B Convertible Preferred Stock will proportionally increase from $201,600,000 per share of Common Stock to $403,200,000 per share of Common Stock, and one (1) share of Series B Convertible Preferred Stock will be convertible into approximately 0.00000006 shares of Common Stock.

As a result of the Reverse Stock Split, the conversion price of the Company’s Series D Cumulative Convertible Preferred Stock will proportionally increase from $85,478,400 per share of Common Stock to $170,956,800 per share of Common Stock, and one (1) share of Series D Cumulative Convertible Preferred Stock will be convertible into approximately 0.00000015 shares of Common Stock.

    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”, “would”, and "anticipates", or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impact, if any, of the Reverse Stock Split on the Company and the trading price of the Common Stock. 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Description
3.1						First Amendment (Reverse Stock Split)
3.2						Second Amendment (Par Value Decrease)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 25, 2025

FAQ

What corporate action did Wheeler Real Estate Investment Trust (WHLR) announce?

Wheeler Real Estate Investment Trust, Inc. announced a one-for-two reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on November 28, 2025, along with a par value decrease from $0.02 to $0.01 per share one minute later.

How will WHLR’s reverse stock split affect the number of common shares outstanding?

As of November 25, 2025, the company had 1,380,640 shares of common stock outstanding and anticipates having approximately 690,320 shares outstanding after the one-for-two reverse stock split.

Will WHLR stockholders receive fractional shares in the reverse stock split?

No. The company states that no fractional shares will be issued. Instead, stockholders who would otherwise receive a fractional share will get a cash payment equal to the fraction multiplied by the closing price of the common stock on November 28, 2025, as adjusted for the reverse split.

Does the reverse stock split change WHLR stockholders’ ownership percentage or voting rights?

The company explains that the reverse stock split applies to all outstanding shares and does not affect relative ownership percentages or voting and other rights, except for minor differences resulting from cash payments in lieu of fractional shares.

How are WHLR’s 7.00% subordinated convertible notes due 2031 affected by the reverse split?

As a result of the reverse stock split, the conversion rate on the 7.00% subordinated convertible notes due 2031 is adjusted from approximately 14.35 shares of common stock to approximately 7.17 shares per $25.00 principal amount, consistent with the one-for-two split.

What happens to the conversion terms of WHLR’s Series B and Series D preferred stock?

For the Series B Convertible Preferred Stock, the conversion price increases from $201,600,000 to $403,200,000 per share of common stock, and one share becomes convertible into about 0.00000006 common shares. For the Series D Cumulative Convertible Preferred Stock, the conversion price rises from $85,478,400 to $170,956,800 per share of common stock, with one share convertible into about 0.00000015 common shares.

Will WHLR change the number of authorized common shares as part of the reverse split?

No. The company states that there will be no change to the number of authorized shares of common stock as a result of the one-for-two reverse stock split.