Wheeler REIT to issue 581K, 260K shares for preferred
WHLR is exchanging Series B and Series D preferred stock for common shares with investors, retiring the preferred shares and receiving no cash.
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement incorporating a recent report describing unregistered exchanges of preferred stock into common stock. On September 2, 2026, the company agreed to issue 581,328 shares of common stock in exchange for 23,664 Series B and 3,537 Series D preferred shares held by two investors. On September 3, 2026, it agreed to issue 260,300 common shares in exchange for 7,600 Series B and 1,900 Series D preferred shares held by another investor. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled. Common shares for these exchanges were issued in reliance on the Section 3(a)(9) exemption under the Securities Act.
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Filing Explained
The exchanges have settled, leaving existing common holders with lower percentage ownership absent offsetting changes.
The
This Form 424B3 updates the
Key Figures
Common stock issued September 2, 2026: 581,328 shares
Series B Preferred exchanged September 2, 2026: 23,664 shares
Series D Preferred exchanged September 2, 2026: 3,537 shares
+4 more
7 metrics
Common stock issued September 2, 2026
581,328 shares
Issued in exchange for Series B and Series D preferred shares to two investors
Series B Preferred exchanged September 2, 2026
23,664 shares
Exchanged for 581,328 common shares
Series D Preferred exchanged September 2, 2026
3,537 shares
Exchanged for 581,328 common shares
Common stock issued September 3, 2026
260,300 shares
Issued in exchange for preferred shares to one investor
Series B Preferred exchanged September 3, 2026
7,600 shares
Exchanged for 260,300 common shares
Series D Preferred exchanged September 3, 2026
1,900 shares
Exchanged for 260,300 common shares
Coupon on Subordinated Convertible Notes
7.00%
Interest on 7.00% Subordinated Convertible Notes due 2031 may be paid in Series B and Series D preferred stock
Key Terms
Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, Section 3(a)(9), unregistered sales of equity securities, +1 more
5 terms
Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock as interest payment"
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.
7.00% Subordinated Convertible Notes due 2031 financial
"interest payment on our 7.00% Subordinated Convertible Notes due 2031"
Section 3(a)(9) regulatory
"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"
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.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On September 2, 2026"
Nasdaq Capital Market market
"Common Stock, $0.01 par value per share ... Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Offering Details
shelf
Offering
Offering Type
shelf
FAQ
What equity exchange did WHLR disclose in this prospectus supplement and Form 8-K?
Wheeler Real Estate Investment Trust disclosed agreements to issue 581,328 common shares on September 2, 2026 and 260,300 common shares on September 3, 2026 in exchange for outstanding Series B and Series D preferred stock, with the exchanged preferred shares retired and cancelled.
How much preferred stock did WHLR exchange for common stock on September 2, 2026?
On September 2, 2026, WHLR agreed to exchange 23,664 shares of Series B Preferred Stock and 3,537 shares of Series D Cumulative Convertible Preferred Stock for an aggregate of 581,328 shares of common stock held by two unaffiliated investors.
What were the terms of WHLR’s September 3, 2026 preferred-for-common exchange?
On September 3, 2026, WHLR agreed to issue 260,300 shares of common stock to an unaffiliated investor in exchange for 7,600 Series B and 1,900 Series D preferred shares. This exchange used a ratio of 137 common for every 4 Series B plus 1 Series D preferred share.
Did WHLR receive cash proceeds from these preferred-for-common stock exchanges?
No. WHLR states that it did not receive any cash proceeds from the September 2 and September 3, 2026 exchanges of preferred stock for common stock. The consideration consisted solely of exchanging existing preferred shares for new common shares.
Under what Securities Act exemption did WHLR issue common stock in these exchanges?
WHLR issued the common stock in reliance on the Section 3(a)(9) exemption under the Securities Act of 1933, citing that the exchanges were made with existing holders of the company’s securities and that no commission or other remuneration was paid for soliciting the transactions.
What is the purpose of the underlying prospectus for WHLR’s Series B and Series D preferred stock?
The prospectus, dated July 22, 2021, relates to the issuance from time to time by WHLR of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on its 7.00% Subordinated Convertible Notes due 2031.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 64 | 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. 64 (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 September 8, 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 September 8, 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): September 2, 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 September 2, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 581,328 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 “September 2 Investors”) in separate exchanges for an aggregate amount of 23,664 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 3,537 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 twenty-four shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The other transaction involved the issuance of fifteen shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On September 3, 2026, the Company agreed to issue 260,300 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “September 3 Investor”) in exchange for 7,600 shares of the Series B Preferred Stock and 1,900 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred thirty-seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction 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 September 2 Investors and the September 3 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: September 8, 2026