STOCK TITAN
  1. Home
  2. Sec-filings
  3. WHLR
  4. [424B3] Wheeler Real Estate Investment Trust, Inc. Prospectus Filed Pursuant to Rule 424(b)(3)

Wheeler Real Estate Investment Trust (WHLR) cuts conversion price, issues more stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement tying its existing shelf registration for Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock to a newly filed current report that updates terms for conversions and redemptions related to its 7.00% Subordinated Convertible Notes due 2031.

For August 2026, the lowest price at which Series D Preferred Stock converted into common stock was approximately $0.73 per share, triggering an adjustment under the note indenture that set the notes’ conversion price at approximately $0.40 per share, or about 62.52 common shares for each $25.00 of principal. On the 35th monthly Holder Redemption Date, the company processed redemptions of 7,100 Series D Preferred shares at a redemption price of about $41.29 per share, settling the aggregate amount through issuance of 403,236 common shares. Cumulatively, 1,819,028 Series D Preferred shares have been redeemed, with about 496,000 common shares issued in settlement, and as of August 5, 2026, 2,434,904 common shares and 1,770,859 Series D Preferred shares were outstanding.

Positive

  • None.

Negative

  • Conversion price cut to ~$0.40 per share for the 7.00% Subordinated Convertible Notes due 2031, set 45% below the August Series D conversion price of ~$0.73, increasing the potential for dilution.
  • 403,236 new common shares were issued to settle August 2026 Series D Preferred redemptions, compared with 2,434,904 common shares outstanding as of August 5, 2026, meaning a sizable increase in share count.

Filing Explained

The filing sets the next Series D Preferred Stock redemption timetable: requests are due by August 25, 2026, and the next monthly Holder Redemption Date is September 8, 2026.

Adjusted conversion price $0.40 per share of Common Stock Conversion price for 7.00% Subordinated Convertible Notes due 2031
Conversion rate per note principal 62.52 shares per $25.00 principal Shares of common stock for each $25.00 of note principal converted
August Series D redemption volume 7,100 shares Series D Preferred Stock redeemed on August 5, 2026
Redemption Price per Series D share $41.29 per share Includes $25.00 stated value plus accrued but unpaid dividends
Common shares issued for August redemptions 403,236 shares Common Stock issued to settle August 2026 Series D redemptions
Cumulative Series D shares redeemed 1,819,028 shares Total Series D Preferred Stock redeemed to date
Common shares outstanding 2,434,904 shares Shares of Common Stock outstanding as of August 5, 2026
Series D shares outstanding 1,770,859 shares Series D Cumulative Convertible Preferred Stock outstanding as of August 5, 2026
Holder Redemption Date financial
"The 35th monthly “Holder Redemption Date” occurred on August 5, 2026."
Series D Cumulative Convertible Preferred Stock financial
"redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s Series D Cumulative Convertible Preferred Stock"
7.00% Subordinated Convertible Notes due 2031 financial
"indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031"
volume weighted average of the closing sales price financial
"The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market"
Redemption Price financial
"for a redemption price of approximately $41.29 per share ... (the “Redemption Price”)."
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
Offering Type shelf

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

FAQ

How did Wheeler Real Estate Investment Trust (WHLR) adjust the conversion price on its 7.00% notes?
The conversion price on WHLR’s 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $0.40 per common share, or about 62.52 shares for each $25.00 in principal, after recent Series D Preferred conversions at about $0.73 per share.

What happened in the August 2026 Series D Preferred Stock redemptions for WHLR?
On August 5, 2026, WHLR processed 7,100 Series D Preferred shares for redemption at about $41.29 per share. The company settled the aggregate Redemption Price entirely in stock, issuing 403,236 shares of common stock to the redeeming holders.

How many Series D Preferred shares has WHLR redeemed to date and what has it issued in return?
WHLR reports it has cumulatively redeemed 1,819,028 Series D Preferred shares through 434 redemption requests. In aggregate, it has issued approximately 496,000 common shares to settle all such redemptions reported in this filing.

What are WHLR’s outstanding common and Series D Preferred share counts as of August 5, 2026?
As of August 5, 2026, WHLR had 2,434,904 shares of common stock outstanding and 1,770,859 shares of Series D Cumulative Convertible Preferred Stock outstanding, reflecting ongoing redemptions and conversions described in the filing.

How is the August 2026 Series D redemption price for WHLR calculated?
The August 2026 Series D Preferred Stock Redemption Price is approximately $41.29 per share, consisting of the $25.00 stated value plus all accrued but unpaid dividends through the August 5, 2026 Holder Redemption Date, paid via common stock issuance.

What volume-weighted average price did WHLR use for the August 2026 conversions?
For August 2026, WHLR cites a volume weighted average of the closing sales price on Nasdaq of about $0.73 per common share over the ten trading days immediately before, but excluding, the August 5, 2026 Holder Redemption Date.

Prospectus Supplement No. 57
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated July 22, 2021)Registration No. 333-256699

wheelerlogoa05.jpg

Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 57 (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 August 7, 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 August 7, 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): August 5, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland001-3571345-2681082
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareWHLR
Nasdaq Capital Market
Series B Convertible Preferred StockWHLRP
Nasdaq Capital Market
Series D Cumulative Convertible Preferred StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
Nasdaq Capital Market


Item 8.01 Other Events

Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference.

For the August redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $0.73. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $0.40 per share of Common Stock (approximately 62.52 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.73.

Results of August 2026 Series D Preferred Stock Redemptions

•The 35th monthly “Holder Redemption Date” occurred on August 5, 2026.
•The Company processed seven redemption requests from holders of its Series D Preferred Stock, collectively redeeming 7,100 shares of Series D Preferred Stock for a redemption price of approximately $41.29 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the August 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 403,236 shares of its Common Stock.
•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the August 5, 2026 Holder Redemption Date was approximately $0.73.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 434 redemption requests, collectively redeeming 1,819,028 shares of Series D Preferred Stock.
•The Company has issued approximately 496,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of August 5, 2026, the Company had 2,434,904 shares of Common Stock and 1,770,859 shares of Series D Preferred Stock outstanding.

September 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is August 25, 2026.
•The next monthly Holder Redemption Date will occur on September 8, 2026 (the "September Redemption Date").
•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

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 "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology, and include statements about the Company's intentions to file a registration statement and the effectiveness thereof. 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: August 7, 2026


Source: View Original Filing on SEC EDGAR