Wheeler agrees to issue 566,670 common shares
Preferred shares exchanged in the reported transactions were retired and cancelled, with settlement expected in customary settlement cycles.
Sentiment and the balance of points
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. has a resale offering by selling stockholders of up to 710,466 shares of Series B Preferred Stock.
The company agreed to issue 189,200 common shares on a pre-split basis on September 8, 2026, for 4,400 Series B and 1,100 Series D preferred shares; after the one-for-nine reverse stock split, that issuance represented approximately 21,022 common shares. On September 23, the company agreed to issue 162,244 common shares for 41,061 Series B shares, and 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. for 58,120 Series B and 14,530 Series D shares. Their general partner, Stilwell Value LLC, is managed and owned by director Joseph Stilwell. The company said it received no cash proceeds in these exchanges, and the exchanged preferred shares were retired and cancelled. Settlement was expected in accordance with customary settlement cycles.
Key Figures
Resale offering amount: Up to 710,466 shares of Series B Preferred Stock
September 8 common-stock issuance: 189,200 shares of Common Stock
September 8 post-split common-stock amount: Approximately 21,022 shares of Common Stock
+2 more
5 metrics
Resale offering amount
Up to 710,466 shares of Series B Preferred Stock
Offered by selling stockholders
September 8 common-stock issuance
189,200 shares of Common Stock
Pre-split amount agreed for 4,400 Series B and 1,100 Series D Preferred Stock shares on September 8, 2026
September 8 post-split common-stock amount
Approximately 21,022 shares of Common Stock
Post-split amount for the September 8, 2026 issuance
September 23 common-stock issuance
162,244 shares of Common Stock
Agreed in exchange for 41,061 Series B Preferred Stock shares on September 23, 2026
September 23 Stilwell common-stock issuance
566,670 shares of Common Stock
Agreed in exchange for 58,120 Series B and 14,530 Series D Preferred Stock shares on September 23, 2026
Key Terms
one-for-nine reverse stock split, pre-split basis, Section 3(a)(9), customary settlement cycles
4 terms
one-for-nine reverse stock split financial
"one-for-nine reverse stock split of the Common Stock effected on September 21, 2026"
pre-split basis financial
"presented on a pre-split basis"
Section 3(a)(9) regulatory
"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.
customary settlement cycles financial
"settle in accordance with customary settlement cycles"
Offering Details
secondary · Up to 710,466 shares
Offering
Offering Type
secondary
Securities Offered
Series B Preferred Stock
Offering Amount
Up to 710,466 shares
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were the terms of WHLR's September 23, 2026 preferred-stock exchanges?
The company agreed to issue 162,244 common shares for 41,061 Series B shares, at four common shares for each Series B share. It also agreed to issue 566,670 common shares to the Stilwell Investors for 58,120 Series B and 14,530 Series D shares, at 39 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. 2 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated September 11, 2026) | Registration No. 333-298634 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 2 (this “Prospectus Supplement”) to our Prospectus, dated September 11, 2026 (the “Prospectus”), relating to the offer and sale of up to 710,466 shares of Series B Preferred Stock, without par value (the “Series B Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc. 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 September 29, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.
Investing in our Series B Preferred 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 September 29, 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 23, 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 8, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 189,200 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “September 8 Investor”) in exchange for 4,400 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 1,100 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”). The transaction involved the issuance of one hundred seventy-two shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Common Stock share amounts set forth in this paragraph are presented on a pre-split basis and do not give effect to the one-for-nine reverse stock split of the Common Stock effected on September 21, 2026; on a post-split basis, the September 8, 2026 issuance represented approximately 21,022 shares of Common Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.
On September 23, 2026, the Company agreed to issue 162,244 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “September 23 Investor”) in exchange for 41,061 shares of Series B Preferred Stock. The transaction involved the issuance of four shares of Common Stock in exchange for one share of Series B Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.
Also on September 23, 2026, the Company agreed to issue an aggregate amount of 566,670 shares of Common Stock to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. (collectively, the “Stilwell Investors”), in two separate exchanges for an aggregate amount of 58,120 shares of Series B Preferred Stock and 14,530 shares of Series D Preferred Stock. Joseph Stilwell, a member of the Company's Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Stilwell Investors. The transactions involved the issuance of thirty-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 transactions to settle in accordance with customary settlement cycles.
Prior to the transactions of September 23, 2026, the Company issued, on September 8, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.
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 8 Investor, the September 23 Investor and the Stilwell 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/ JASON F. SIMONE | |||||||
| Name: Jason F. Simone | ||||||||
| Title: Chief Financial Officer | ||||||||
Dated: September 29, 2026