Wheeler REIT (NASDAQ: WHLR) details new note conversion price and Series D redemptions

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. supplements its prospectus covering the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches a new report describing February 2026 activity in its Series D Preferred Stock redemptions and the related conversion terms of its 7.00% Subordinated Convertible Notes due 2031.

For February redemptions, 10,700 Series D Preferred shares were redeemed at approximately $42.35 per share and settled through 95,904 common shares, based on a volume‑weighted average common share price of about $4.72. Under the note indenture, that price triggered an adjustment of the note conversion price to approximately $2.60 per common share, or about 9.62 common shares for each $25.00 in principal amount. Cumulatively, 1,770,581 Series D Preferred shares have been redeemed and about 249,000 common shares issued, with 790,739 common shares and 1,577,898 Series D Preferred shares outstanding as of February 6, 2026.

Positive

• None.

Negative

• Increased dilution pressure on common shareholders: February redemptions of 10,700 Series D Preferred shares were settled with 95,904 common shares, and a lower note conversion price of about $2.60 per share (9.62 shares per $25 principal) raises the potential common share issuance from the 7.00% Subordinated Convertible Notes.

Insights

REIT capital structure analyst

Ongoing preferred redemptions and conversion reset highlight dilution and leverage dynamics.

The company describes February 2026 redemptions of its Series D Preferred Stock and an associated adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031. Redemptions are settled in common shares, while the lower note conversion price increases the number of common shares issuable per unit of principal.

For February, 10,700 preferred shares were redeemed at about $42.35 per share, settled with 95,904 common shares, using a volume‑weighted average common price of roughly $4.72. Cumulatively, 1,770,581 preferred shares have been redeemed, with about 249,000 common shares issued in settlement, and 790,739 common and 1,577,898 Series D Preferred shares outstanding as of February 6, 2026.

The note conversion price reset to approximately $2.60 per common share, or about 9.62 common shares for each $25.00 principal amount, representing a stated 45% discount to $4.72. Future impacts on common equity will depend on the pace of additional Series D redemptions and any conversions of the notes under these updated terms.

Prospectus Supplement No. 23

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated June 20, 2025)

Registration No. 333-287930

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 23 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,323 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 February 6, 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 February 6, 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): February 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 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 February 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 $4.72. 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 2.60 per share of Common Stock (approximately 9.62 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $4.72.

Results of February 2026 Series D Preferred Stock Redemptions

•The 29th monthly “Holder Redemption Date” occurred on February 5, 2026.

•The Company processed two redemption requests from holders of its Series D Preferred Stock, collectively redeeming 10,700 shares of Series D Preferred Stock for a redemption price of approximately $42.35 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the February 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 95,904 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 February 5, 2026 Holder Redemption Date was approximately $4.72.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 400 redemption requests, collectively redeeming 1,770,581 shares of Series D Preferred Stock.

•The Company has issued approximately 249,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of February 6, 2026, the Company had 790,739 shares of Common Stock and 1,577,898 shares of Series D Preferred Stock outstanding.

March 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is February 25, 2026.

•The next monthly Holder Redemption Date will occur on March 5, 2026.

•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. 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/ Crystal Plum
						Name: Crystal Plum
						Title: Chief Financial Officer

Dated: February 6, 2026

FAQ

How many Wheeler Real Estate (WHLR) common shares can be issued under this prospectus?

The prospectus supplement states Wheeler Real Estate Investment Trust may issue up to 100,043,323 shares of common stock over time. This amount sets the ceiling for potential issuances under the referenced prospectus dated June 20, 2025, but does not itself mandate specific transactions.

What changed in the conversion price of WHLR’s 7.00% Subordinated Convertible Notes due 2031?

The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $2.60 per WHLR common share. This equates to about 9.62 common shares for each $25.00 of principal, reflecting a stated 45% discount to a $4.72 reference price.

What were the results of Wheeler Real Estate’s February 2026 Series D Preferred Stock redemptions?

In February 2026, holders redeemed 10,700 shares of Series D Preferred Stock at a Redemption Price of about $42.35 per share. The company settled this aggregate Redemption Price through issuing 95,904 common shares, using a volume‑weighted average common share price of approximately $4.72.

How much Series D Preferred Stock has Wheeler Real Estate redeemed in total?

The company reports it has processed 400 redemption requests, collectively redeeming 1,770,581 shares of Series D Preferred Stock. In aggregate, Wheeler Real Estate has issued approximately 249,000 common shares to settle all such redemptions completed to date under this program.

What are WHLR’s outstanding common and Series D Preferred share counts as of February 6, 2026?

As of February 6, 2026, Wheeler Real Estate Investment Trust had 790,739 shares of common stock outstanding. On the same date, the company also had 1,577,898 shares of its Series D Cumulative Convertible Preferred Stock outstanding, after the cumulative redemptions reported.

When is the next Series D Preferred Stock Holder Redemption Date for Wheeler Real Estate (WHLR)?

The next monthly Holder Redemption Date for Series D Preferred Stock is scheduled for March 5, 2026. The company also notes that the deadline for submitting requests for that round of redemptions is February 25, 2026, using forms available on its website.