Wheeler REIT to issue 810K shares in preferred swaps
The exchanges retire and cancel the preferred shares, and Wheeler states it received no cash proceeds.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. agreed on November 3, 2026, to issue 809,880 shares of common stock to two unaffiliated holders in separate exchanges for 32,589 shares of Series B Preferred Stock and 2,550 shares of Series D Cumulative Convertible Preferred Stock. The company expected those transactions to settle in accordance with customary settlement cycles.
On November 6, 2026, Wheeler agreed to issue 358,000 shares of common stock in exchange for 8,000 Series B shares and 2,000 Series D shares, also expected to settle in accordance with customary settlement cycles. Wheeler stated it received no cash proceeds and that the exchanged preferred shares had been retired and cancelled. The common stock issuances relied on the Securities Act’s Section 3(a)(9) exemption, and no commission or other remuneration was paid for soliciting them.
Key Figures
Common shares agreed for issuance: 809,880 shares
Series B Preferred Stock exchanged: 32,589 shares
Series D Cumulative Convertible Preferred Stock exchanged: 2,550 shares
+3 more
6 metrics
Common shares agreed for issuance
809,880 shares
November 3, 2026 exchanges
Series B Preferred Stock exchanged
32,589 shares
November 3, 2026 exchanges
Series D Cumulative Convertible Preferred Stock exchanged
2,550 shares
November 3, 2026 exchanges
Common shares agreed for issuance
358,000 shares
November 6, 2026 exchange
Series B Preferred Stock exchanged
8,000 shares
November 6, 2026 exchange
Series D Cumulative Convertible Preferred Stock exchanged
2,000 shares
November 6, 2026 exchange
Key Terms
Section 3(a)(9), Subordinated Convertible Notes, customary settlement cycles, Cumulative Convertible Preferred Stock
4 terms
Section 3(a)(9) regulatory
"exemption from the registration requirements ... 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.
Subordinated Convertible Notes financial
"7.00% Subordinated Convertible Notes due 2031"
customary settlement cycles financial
"settle in accordance with customary settlement cycles"
Cumulative Convertible Preferred Stock technical
"Series D Cumulative Convertible Preferred Stock"
A class of preferred shares that pays fixed dividends which accumulate if they are skipped, and that can be converted into common shares at a predetermined rate. Think of it as a hybrid between a savings account that guarantees missed interest later and a ticket that can be exchanged for ordinary ownership; investors care because it provides steady income protection and priority in payouts while also posing potential dilution to common shareholders if converted.
Offering Details
shelf · Issuance from time to time
Offering
Offering Type
shelf
Securities Offered
Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on 7.00% Subordinated Convertible Notes due 2031
Offering Amount
Issuance from time to time
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What exchange ratios did WHLR disclose?
For the November 3 transactions, one exchange involved 142 common shares for one Series D share and four Series B shares; another involved 20 common shares for one Series D share. The November 6 exchange involved 179 common shares for four Series B shares and one Series D share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 77 | 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. 77 (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 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 9, 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 November 9, 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): November 3, 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 3.02 Unregistered Sales of Equity Securities
On November 3, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 809,880 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together, the “November 3 Investors”) in separate exchanges for an aggregate amount of 32,589 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 2,550 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”). One transaction involved the issuance of one hundred forty-two shares of Common Stock in exchange for one share of the Series D Preferred Stock and four shares of the Series B Preferred Stock. The other transaction involved the issuance of twenty shares of Common Stock in exchange for one share of Series D Preferred Stock. The Company expects the transactions to settle in accordance with customary settlement cycles.
On November 6, 2026, the Company agreed to issue 358,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “November 6 Investor”) in exchange for 8,000 shares of the Series B Preferred Stock and 2,000 shares of the Series D Preferred Stock in one transaction. The transaction involved the issuance of one hundred seventy-nine shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Company expects the transaction to settle 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 November 3 Investors and the November 6 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: November 9, 2026