Wheeler REIT plans December 4, 2026 annual meeting
WHLR's annual-meeting schedule sets October 14 and October 16 deadlines for stockholder proposals and director-nomination notices.
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) Prospectus Supplement No. 33 relates to the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders identified in the prospectus.
The company plans to hold its 2026 annual meeting in person in San Juan, Puerto Rico, on December 4, 2026. Stockholders of record at the close of business on October 2, 2026, are entitled to notice and to vote. Rule 14a-8 proposals for inclusion in the proxy materials are due by 5:00 p.m. Eastern Time on October 14, 2026. Bylaw notices for director nominations or other business are due by 5:00 p.m. Eastern Time on October 16, 2026; notices for director nominations under the universal proxy rules are due by October 16, 2026.
Key Figures
Shares in offer and sale: Up to 673,971 shares
Annual meeting date: December 4, 2026
Stockholder of record date: October 2, 2026
+2 more
5 metrics
Shares in offer and sale
Up to 673,971 shares
Common stock issuable upon exercise of warrants by selling stockholders
Annual meeting date
December 4, 2026
Planned in-person meeting in San Juan, Puerto Rico
Stockholder of record date
October 2, 2026
Determines entitlement to notice of and voting at the annual meeting
Rule 14a-8 proposal deadline
October 14, 2026, by 5:00 p.m. Eastern Time
Proposals for inclusion in annual-meeting proxy materials
Bylaw and universal-proxy notice deadline
October 16, 2026
Director nominations and other business under the bylaws; universal-proxy nomination notices
Key Terms
Rule 14a-8, Advance Notice Bylaw Provision, universal proxy rules
3 terms
Rule 14a-8 regulatory
"Stockholder proposals made pursuant to Rule 14a-8"
Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.
Advance Notice Bylaw Provision regulatory
"Revised Deadline Under Advance Notice Bylaw Provision"
universal proxy rules regulatory
"to comply with the universal proxy rules"
Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.
Offering Details
secondary · Up to 673,971 shares
Offering
Offering Type
secondary
Securities Offered
Common stock issuable upon exercise of warrants
Offering Amount
Up to 673,971 shares
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is WHLR's 2026 annual meeting, and who can vote?
The meeting is planned for December 4, 2026, in person in San Juan, Puerto Rico. Stockholders of record at the close of business on October 2, 2026, are entitled to notice of and to vote at the meeting.
What are WHLR's stockholder proposal and director nomination deadlines?
Rule 14a-8 proposals for inclusion in proxy materials must be received by 5:00 p.m. Eastern Time on October 14, 2026. Bylaw notices for nominations or other business are due by 5:00 p.m. Eastern Time on October 16, 2026; universal-proxy nomination notices are due by October 16, 2026.
Where must WHLR stockholder proposals and notices be sent?
They must be in writing and received by Company Secretary Sydney Schlimgen, and must comply with the company's bylaws and applicable SEC rules.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 33 | 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. 33 (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 October 6, 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 October 6, 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): October 1, 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 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 5.08 Shareholder Director Nominations.
2026 Annual Meeting of Stockholders
Wheeler Real Estate Investment Trust, Inc. (the “Company”) plans to hold its 2026 annual meeting of stockholders (the “2026 Annual Meeting”) on Friday, December 4, 2026.
The 2026 Annual Meeting will be held in person in San Juan, Puerto Rico.
Stockholders of record at the close of business on October 2, 2026 will be entitled to notice of and to vote at the 2026 Annual Meeting.
Stockholder Proposal and Director Nomination Deadlines
Because the scheduled date of the 2026 Annual Meeting is more than 30 days from the anniversary of the date of the Company’s 2025 annual meeting of stockholders, which was held on August 20, 2025, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors at the 2026 Annual Meeting previously set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on July 11, 2025 no longer apply. Therefore, the Company is providing notice of revised deadlines in connection with the 2026 Annual Meeting as set forth below.
Revised Deadline for Rule 14a-8 Stockholder Proposals - October 14, 2026
Stockholder proposals made pursuant to Rule 14a-8 (“Rule 14a-8”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be presented at the 2026 Annual Meeting and included in the Company’s proxy statement and form of proxy relating to that meeting must be received by the Company no later than 5:00 p.m., Eastern Time, on October 14, 2026, which the Company determined to be a reasonable time before it expects to begin to print and send its proxy materials. All proposals submitted pursuant to Rule 14a-8 must comply with the rules and regulations promulgated by the SEC.
Revised Deadline Under Advance Notice Bylaw Provision - October 16, 2026
In accordance with the requirements contained in the Company’s bylaws (the “Bylaws”), stockholders of the Company who wish to nominate a person for election as a director or bring business before the 2026 Annual Meeting outside the processes of Rule 14a-8 must ensure that written notice thereof (including all information specified in the Bylaws) is delivered to the Company’s Secretary at the Company’s principal executive office no later than 5:00 p.m., Eastern Time, on October 16, 2026, which is the tenth calendar day following the date of this Current Report on Form 8-K. Any such proposal must meet the requirements set forth in the Bylaws to be brought before the 2026 Annual Meeting.
Revised Deadline Under Universal Proxy Rules - October 16, 2026
In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, in order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2026 Annual Meeting, stockholders must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act by October 16, 2026, which is the tenth calendar day following the date of this Current Report on Form 8-K.
Requirements Applicable to All Proposals
Proposals and notices must be in writing and received by the Company’s Secretary, Sydney Schlimgen, at 2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452, and must also comply with the Bylaws and the requirements set forth in the rules and regulations promulgated by the SEC.
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 “plans”, “expects”, and “will” or the negative of these terms or other words of similar meaning, although not all forward-looking statements contain these identifying words. 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.
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: October 6, 2026