Wheeler REIT issues 757,850 common shares in exchange

Wheeler Real Estate Investment Trust, Inc. agreed to issue 757,850 shares of Common Stock to three unaffiliated holders in exchange for 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. agreed to issue 757,850 shares of Common Stock to three unaffiliated holders in exchange for 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock. Each exchange used a ratio of fifty shares of Common Stock for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The preferred shares exchanged were retired and cancelled and no cash proceeds were received. The Common Stock issuances were made under the exemption in Section 3(a)(9) of the Securities Act. This Prospectus Supplement (No. 45) supplements the Prospectus relating to issuance of Series B and Series D Preferred Stock as interest payments on the 7.00% Subordinated Convertible Notes due 2031.

Insights

Capital Markets Counsel

In-kind interest issuance exchanged preferred for common; reliance on Section 3(a)(9).

The transactions converted specified Series B and Series D preferred shares into 757,850 Common Stock shares using the explicit ratio disclosed. The filing states the exchanged preferred shares were retired and cancelled, indicating these were in-kind interest settlements rather than cash financings.

Timing and cash-flow treatment are explicit: no cash proceeds were received. Subsequent filings may disclose any related shareholder approvals or accounting treatment; the prospectus supplement references the 7.00% Subordinated Convertible Notes due 2031.

Corporate Governance Analyst

Transaction affects capital structure through conversion and retirement of preferred shares.

The exchanges increase Common Stock outstanding by 757,850 shares and remove 45,471 preferred shares from the company's capital (sum of Series B and Series D exchanged). The supplement notes these issuances relate to interest payments on convertible notes.

Monitor future filings for any impact on voting power or equity overhang disclosures and for any disclosure of updated shares outstanding figures.

Key Figures

Common shares issued: 757,850 shares Series D Preferred exchanged: 15,157 shares Series B Preferred exchanged: 30,314 shares +2 more

5 metrics

Common shares issued 757,850 shares exchanged on May 21, 2026

Series D Preferred exchanged 15,157 shares exchanged for Common Stock

Series B Preferred exchanged 30,314 shares exchanged for Common Stock

Exchange ratio 50 Common per (2 Series B + 1 Series D) per transaction as disclosed

Note interest instrument 7.00% Subordinated Convertible Notes due 2031 Preferred stock may be issued as interest payment

Key Terms

Section 3(a)(9), Prospectus Supplement, Subordinated Convertible Notes

3 terms

Section 3(a)(9) regulatory

"The Company issued the Common Stock...in reliance upon the exemption contained in Section 3(a)(9)"

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 regulatory

"This is Prospectus Supplement No. 45 (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.

Subordinated Convertible Notes financial

"7.00% Subordinated Convertible Notes due 2031"

Offering Details

other · 757,850 shares

Offering

Offering Type other

Securities Offered Common Stock issued in exchange for Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock

Offering Amount 757,850 shares

FAQ

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

What did Wheeler REIT (WHLR) issue in the May 2026 exchange?

Wheeler issued 757,850 shares of Common Stock in exchange for 15,157 Series D and 30,314 Series B preferred shares. The preferred shares were retired and cancelled, and no cash proceeds were received by the company.

What exchange ratio did Wheeler use for the preferred-to-common swap?

Each transaction used a ratio of 50 shares of Common Stock for every 2 shares of Series B and 1 share of Series D preferred stock. Three unaffiliated holders participated in separate, customary-settlement transactions.

Why did Wheeler rely on Section 3(a)(9) of the Securities Act?

The Company relied on Section 3(a)(9) because the Common Stock was issued in exchange with existing holders of the Company’s securities. The filing states no solicitation commissions were paid and the exchange qualified as an exempt in-kind exchange.

Were any cash proceeds received by Wheeler from these transactions?

No cash proceeds were received. The filing explicitly states the Company did not receive any cash proceeds and that the preferred shares exchanged were retired and cancelled as part of the in-kind settlement.

How does this relate to Wheeler’s 7.00% Subordinated Convertible Notes due 2031?

The Prospectus Supplement states the Series B and Series D Preferred Stock may be issued as interest payments on the 7.00% Subordinated Convertible Notes due 2031. The supplement attaches the Form 8-K reporting these specific exchanges.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:12 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 45

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. 45 (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 May 27, 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 May 27, 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): May 21, 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 May 21, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 757,850 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “Investors”) in separate exchanges for an aggregate amount of 15,157 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 30,314 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”). Each transaction involved the issuance of fifty shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

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

The Company issued the Common Stock to 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: May 27, 2026