Wheeler (WHLR) converts preferred into 86,583 common shares via Section 3(a)(9)
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. agreed to issue 86,583 shares of Common Stock on June 22, 2026 in exchange for 16,492 shares of Series B Convertible Preferred Stock and 4,123 shares of Series D Cumulative Convertible Preferred Stock. The exchanged Preferred Stock was retired and cancelled and the Company received no cash proceeds.
The issuance was effected on the basis of an exchange exemption under Section 3(a)(9) of the Securities Act and settled in accordance with customary settlement cycles. This Prospectus Supplement (No. 50) attaches a Current Report on Form 8-K dated June 26, 2026.
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Insights
Section 3(a)(9) exchange used to convert preferred shares into common stock without registration.
The filing documents a non-cash reclassification: 86,583 shares of Common Stock issued in exchange for specified Series B and Series D preferred holdings, which were retired and cancelled. The issuer relied explicitly on Section 3(a)(9) as the registration exemption.
Cash-flow treatment is explicit: the Company received no cash proceeds. Timing references include the exchange date June 22, 2026 and the prospectus supplement date June 26, 2026. Future disclosures may appear in subsequent filings if additional exchanges occur.
Transaction retired preferred shares and issued common shares at a fixed exchange ratio.
The document states the exchange ratio: 21 shares of Common Stock for 4 shares of Series B and 21 shares of Common Stock for 1 share of Series D (embedded in the described transaction). The preferred shares exchanged were retired and cancelled after settlement.
Settlement occurred under customary cycles and no underwriting or commission was paid. The prospectus supplement attaches the Form 8-K for completeness and summary purposes.
Key Figures
Common shares issued: 86,583 shares
Series B preferred exchanged: 16,492 shares
Series D preferred exchanged: 4,123 shares
+2 more
5 metrics
Common shares issued
86,583 shares
exchange on <date>June 22, 2026</date>
Series B preferred exchanged
16,492 shares
exchanged and retired
Series D preferred exchanged
4,123 shares
exchanged and retired
Exchange ratio described
21 Common for 4 Series B; 21 Common for 1 Series D
transaction mechanics stated in filing
Prospectus Supplement date
June 26, 2026
Prospectus Supplement No. 50
Key Terms
Section 3(a)(9), Prospectus Supplement, 7.00% Subordinated Convertible Notes due 2031
3 terms
Section 3(a)(9) regulatory
"issuance of Common Stock ... 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.
Prospectus Supplement financial
"This is Prospectus Supplement No. 50 (this “Prospectus Supplement”) to our Prospectus"
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.
7.00% Subordinated Convertible Notes due 2031 financial
"as interest payment on our 7.00% Subordinated Convertible Notes due 2031"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Wheeler (WHLR) issue in the exchange reported June 22, 2026?
Wheeler issued 86,583 shares of Common Stock in exchange for preferred shares. The preferred shares comprised 16,492 Series B and 4,123 Series D, which were retired and cancelled after settlement.
What exchange ratio did Wheeler use for Series B and Series D preferred?
The transaction involved issuing 21 shares of Common Stock for 4 shares of Series B and 21 shares of Common Stock for 1 share of Series D, as described in the filing's exchange mechanics.
Did Wheeler receive any cash proceeds from the June 22, 2026 exchange?
No. The filing states the Company did not receive any cash proceeds in connection with the exchange and the preferred shares exchanged were retired and cancelled following settlement.
Under what legal basis was the Common Stock issued without registration?
The Company relied upon the exemption under Section 3(a)(9) of the Securities Act, on the basis that the issuance constituted an exchange with an existing holder and no solicitation fees were paid.
When were the exchange and prospectus supplement dated?
The exchange is dated June 22, 2026 and the Prospectus Supplement (No. 50) attaching the Form 8-K is dated June 26, 2026, as stated in the filing.
Prospectus Supplement No. 50 | 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. 50 (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 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 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 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