Wheeler REIT sets capacity for 100,090,365 shares

Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its shelf registration for the potential issuance from time to time of up to 100,090,365 shares of common stock.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its shelf registration for the potential issuance from time to time of up to 100,090,365 shares of common stock. The supplement attaches a current report describing several recent unregistered exchanges of preferred stock into common stock.

On August 11, 13, and 17, 2026, WHLR agreed to issue 103,800, 172,000, and 300,000 common shares, respectively, to unaffiliated investors in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. WHLR received no cash; the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption under the Securities Act.

Filing Explained

The completed exchanges increased common shares without cash proceeds, while the exchanged preferred stock was retired.

The company reports that its three preferred-stock exchanges, dated August 11, 13, and 17, have settled: 103,800, 172,000, and 300,000 common shares were issued, respectively, while the exchanged preferred shares were retired and cancelled.

The consideration was exchanged preferred stock rather than cash, so the company received no cash proceeds. Issuing additional common shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes.

The reported exchange terms were 173 common shares for four Series B shares plus one Series D share on August 11, 172 common shares for the same preferred-stock combination on August 13, and 200 common shares for that combination on August 17.

Key Figures

Shelf common stock capacity: 100,090,365 shares Common shares issued August 11, 2026: 103,800 shares Common shares issued August 13, 2026: 172,000 shares +4 more

7 metrics

Shelf common stock capacity 100,090,365 shares Common stock issuable from time to time under the prospectus dated July 2, 2026

Common shares issued August 11, 2026 103,800 shares Issued in exchange for 2,400 Series B and 600 Series D preferred shares

Common shares issued August 13, 2026 172,000 shares Issued in exchange for 4,000 Series B and 1,000 Series D preferred shares

Common shares issued August 17, 2026 300,000 shares Issued in exchange for 6,000 Series B and 1,500 Series D preferred shares

Exchange ratio August 11, 2026 173 common shares Per four shares of Series B and one share of Series D preferred stock

Exchange ratio August 13, 2026 172 common shares Per four shares of Series B and one share of Series D preferred stock

Exchange ratio August 17, 2026 200 common shares Per four shares of Series B and one share of Series D preferred stock

Key Terms

Prospectus Supplement, Unregistered Sales of Equity Securities, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, +1 more

5 terms

Prospectus Supplement regulatory

"This is Prospectus Supplement No. 10 to our Prospectus, dated July 2, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities On August 11, 2026"

Series B Convertible Preferred Stock financial

"in exchange for 2,400 shares of the Company's Series B Convertible Preferred Stock"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

Series D Cumulative Convertible Preferred Stock financial

"and 600 shares of the Company's Series D Cumulative Convertible Preferred Stock"

Section 3(a)(9) regulatory

"in reliance upon the 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.

Offering Details

shelf · up to 100,090,365 shares

Offering

Offering Type shelf

Securities Offered Common Stock, $0.01 par value per share

Offering Amount up to 100,090,365 shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Wheeler Real Estate Investment Trust (WHLR) register in this prospectus supplement?

Wheeler Real Estate Investment Trust registers the potential issuance of up to 100,090,365 shares of common stock. This capacity is available to issue common shares from time to time under its existing shelf prospectus dated July 2, 2026, as updated by this supplement.

What equity exchanges did WHLR report in the attached Form 8-K?

WHLR reported three exchanges issuing a total of 575,800 common shares (103,800, 172,000, and 300,000) for outstanding preferred stock. These transactions involved unaffiliated holders exchanging Series B and Series D preferred shares for common stock, with no cash proceeds to WHLR.

How many preferred shares did WHLR retire in the August 11, 2026 exchange?

In the August 11, 2026 exchange, WHLR retired 2,400 Series B and 600 Series D preferred shares. In return, the company agreed to issue 103,800 common shares to an unaffiliated investor, and the preferred shares received were cancelled.

What were the terms of WHLR’s August 13, 2026 preferred-for-common exchange?

On August 13, 2026, WHLR agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D preferred shares. The transaction reflected 172 common shares for every four Series B and one Series D share combination and settled on customary cycles.

What were the terms of WHLR’s August 17, 2026 preferred-for-common exchange?

On August 17, 2026, WHLR agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D preferred shares. This transaction reflected 200 common shares for every four Series B and one Series D share combination and settled on customary cycles.

Did Wheeler Real Estate Investment Trust receive cash from these August 2026 exchanges?

WHLR did not receive any cash proceeds from the August 11, 13, or 17, 2026 exchanges. The transactions were securities-for-securities exchanges, and all preferred shares received by WHLR were retired and cancelled.

Under what exemption were WHLR’s August 2026 common share issuances made?

The August 2026 common share issuances were made in reliance on Section 3(a)(9) of the Securities Act. WHLR states these were exchanges with existing security holders and that no commission or other remuneration was paid for soliciting the transactions.

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Accepted by SEC EDGAR 08/19/2026 - 04:40 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 10

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. 10 (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 August 19, 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 August 19, 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 13, 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 Convertible 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 August 11, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 103,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “August 11 Investor”) in exchange for 2,400 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 600 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-three 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.

On August 13, 2026, the Company agreed to issue 172,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 13 Investor”) in exchange for 4,000 shares of the Series B Preferred Stock and 1,000 shares of the Series D 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 transaction settled in accordance with customary settlement cycles.

On August 17, 2026, the Company agreed to issue 300,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 17 Investor”) in exchange for 6,000 shares of the Series B Preferred Stock and 1,500 shares of the Series D Preferred Stock. The transaction involved the issuance of two hundred 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.

Prior to the transaction of August 13, 2026, the Company issued, on August 11, 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 August 11 Investor, the August 13 Investor and the August 17 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/ Patrick Gundlach
						PATRICK GUNDLACH
						Chief Accounting Officer

Dated: August 19, 2026