Wheeler Real Estate (WHLR) swaps preferred shares for common in August deals
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement incorporating a recent disclosure about equity exchanges. On August 5, 2026, the company agreed to issue 100,100 shares of common stock in exchange for 2,800 Series B and 700 Series D preferred shares. On August 7, 2026, it agreed to issue 77,500 common shares in exchange for 2,000 Series B and 500 Series D preferred shares. The preferred shares received were retired and cancelled, no cash proceeds were received, and the exchanges relied on the Section 3(a)(9) exemption under the Securities Act.
Positive
- None.
Negative
- None.
Filing Explained
The settled exchanges increase the common share count and reduce existing holders’ percentage ownership absent offsetting changes.
The supplement dated
Because common shares were issued, the total common share count increased and existing holders’ percentage ownership is reduced absent offsetting changes.
The supplement updates the
The prospectus describes Series B and Series D preferred stock as securities issued from time to time as interest payments on 7.00% subordinated convertible notes due 2031.
Key Figures
Common shares issued August 5, 2026: 100,100 shares
Preferred shares exchanged August 5, 2026: 2,800 Series B; 700 Series D
Common shares issued August 7, 2026: 77,500 shares
+3 more
6 metrics
Common shares issued August 5, 2026
100,100 shares
Issued to August 5 Investor in exchange for Series B and Series D preferred stock
Preferred shares exchanged August 5, 2026
2,800 Series B; 700 Series D
Preferred stock surrendered by August 5 Investor
Common shares issued August 7, 2026
77,500 shares
Issued to August 7 Investor in exchange for Series B and Series D preferred stock
Preferred shares exchanged August 7, 2026
2,000 Series B; 500 Series D
Preferred stock surrendered by August 7 Investor
Exchange ratio August 5, 2026
143 common shares per 4 Series B + 1 Series D
Defined share exchange formula for August 5 transaction
Exchange ratio August 7, 2026
155 common shares per 4 Series B + 1 Series D
Defined share exchange formula for August 7 transaction
Key Terms
Unregistered Sales of Equity Securities, Cumulative Convertible Preferred Stock, Subordinated Convertible Notes, Section 3(a)(9)
4 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On August 5, 2026"
Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”)"
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.
Subordinated Convertible Notes financial
"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.
Offering Details
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Offering
Offering Type
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FAQ
What did WHLR disclose in this prospectus supplement No. 58?
Wheeler Real Estate Investment Trust, Inc. attached a Form 8-K describing exchanges of preferred stock for common stock, with the exchanged preferred shares retired and cancelled and no cash proceeds received.
What were the terms of the August 7, 2026 WHLR exchange?
On August 7, 2026, Wheeler agreed to issue 77,500 common shares in exchange for 2,000 Series B and 500 Series D preferred shares, with settlement occurring under customary market settlement cycles.
Did WHLR receive cash from these August 2026 exchanges?
No, Wheeler Real Estate Investment Trust, Inc. stated it did not receive any cash proceeds from these exchanges; the consideration was purely the exchange of preferred for common shares.
What securities law exemption did WHLR rely on for these exchanges?
Wheeler Real Estate Investment Trust, Inc. issued the common shares in reliance on Section 3(a)(9) of the Securities Act, treating them as exchanges with existing security holders without paying any commission or remuneration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 58 | 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. 58 (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 11, 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 11, 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)
| 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 5, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 100,100 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 5 Investor”) in exchange for 2,800 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 700 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 forty-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 7, 2026, the Company agreed to issue 77,500 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 7 Investor”) in exchange for 2,000 shares of the Series B Preferred Stock and 500 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred fifty-five 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 August 5 Investor and the August 7 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: August 11, 2026