Wheeler REIT issues 918K shares in October 6 exchange
The October exchanges replaced Series B and Series D preferred shares with common stock and generated no cash proceeds for the company.
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) issued Prospectus Supplement No. 21 relating to the issuance from time to time of up to 100,090,365 shares of common stock.
For October 6, 7, 8 and 9, 2026, respectively, the company agreed to issue 917,868, 780,881, 824,696 and 125,874 common shares in exchange for preferred shares. The exchanges covered 53,058 Series B and 10,758 Series D shares on October 6; 48,529 Series B and 2,475 Series D on October 7; 33,372 Series B and 4,000 Series D on October 8; and 6,993 Series B shares on October 9. The company stated it issued the common shares and expects settlement in accordance with customary settlement cycles. The preferred shares exchanged were retired and cancelled, and the transactions generated no cash proceeds for the company.
Key Figures
Common stock registered for issuance: Up to 100,090,365 shares
Common shares agreed to be issued: 917,868 shares
Common shares agreed to be issued: 780,881 shares
+2 more
5 metrics
Common stock registered for issuance
Up to 100,090,365 shares
Prospectus dated July 2, 2026
Common shares agreed to be issued
917,868 shares
October 6, 2026
Common shares agreed to be issued
780,881 shares
October 7, 2026
Common shares agreed to be issued
824,696 shares
October 8, 2026
Common shares agreed to be issued
125,874 shares
October 9, 2026
Key Terms
Section 3(a)(9), Series D Cumulative Convertible Preferred Stock, customary settlement cycles
3 terms
Section 3(a)(9) regulatory
"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.
Series D Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock"
customary settlement cycles financial
"settle in accordance with customary settlement cycles"
Offering Details
shelf · Up to 100,090,365 shares
Offering
Offering Type
shelf
Securities Offered
Common Stock
Offering Amount
Up to 100,090,365 shares
FAQ
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Prospectus Supplement No. 21 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 2, 2026) | Registration No. 333-296944 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 21 (this “Prospectus Supplement”) to our Prospectus, dated July 2, 2026 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,090,365 shares of our common stock, par value $0.01 (“Common Stock”). 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 13, 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 13, 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 6, 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 October 6, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 917,868 shares of its common stock, $0.01 par value per share (the “Common Stock”), to several unaffiliated holders of the Company’s securities (together, the “October 6 Investors”) in exchange for an aggregate amount of 53,058 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 10,758 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”) in six separate transactions. Three of the transactions each involved the issuance of ten shares of Common Stock in exchange for one shares of Series B Preferred Stock. Three other transactions each involved the issuance of seventy-six 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.
On October 7, 2026, the Company agreed to issue an aggregate amount of 780,881 shares of Common Stock to several unaffiliated holders of the Company’s securities (together, the “October 7 Investors”) in exchange for an aggregate amount of 48,529 shares of Series B Preferred Stock and 2,475 shares of the Series D Preferred Stock in four separate transactions. Three transactions each involved the issuance of fourteen shares of Common Stock in exchange for one shares of Series B Preferred Stock. One transaction involved the issuance of ninety-seven 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.
On October 8, 2026, the Company agreed to issue an aggregate amount of 824,696 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “October 8 Investors”) in exchange for an aggregate amount of 33,372 shares of Series B Preferred Stock and 4,000 shares of the Series D Preferred Stock in two separate transactions. One transactions involved the issuance of eighteen shares of Common Stock in exchange for one shares of Series B Preferred Stock. The other transaction involved the issuance of one hundred twenty-eight 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.
On October 9, 2026, the Company agreed to issue an aggregate amount of 125,874 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “October 9 Investors”) in exchange for an aggregate amount of 6,993 shares of Series B Preferred Stock in two separate transactions. The transactions involved the issuance of eighteen shares of Common Stock in exchange for one shares of Series B 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 October 6 Investors, the October 7 Investors, the October 8 Investors and the October 9 Investors (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: October 13, 2026