Wheeler REIT may issue up to 100.1M 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 and incorporating a recent current report.

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 and incorporating a recent current report. The current report describes unregistered exchanges of preferred stock for common stock with existing security holders, resulting in new common shares being issued and the exchanged preferred shares being retired and cancelled. The exchanges were conducted with unaffiliated investors under Section 3(a)(9) of the Securities Act and generated no cash proceeds.

Filing Explained

The disclosed exchanges add 2,392,520 and 569,627 common shares, reducing existing holders’ percentages absent offsetting changes.

The attached Form 8-K reports two settled exchange groups: the company agreed on August 28, 2026 to issue 2,392,520 common shares and on September 1, 2026 to issue 569,627 common shares.

These are disclosed issuances, not merely registration capacity, so the common share count increases and existing holders’ percentage ownership decreases absent offsetting changes.

The August 28 group involved nine exchanges with six unaffiliated holders for 211,393 Series B preferred shares and 21,918 Series D preferred shares.

The September 1 group involved two unaffiliated holders and exchanged 22,279 Series B preferred shares and 5,000 Series D preferred shares for the disclosed common shares.

Key Figures

Common stock registered for issuance: 100,090,365 shares Common stock issued in August 28, 2026 exchanges: 2,392,520 shares Series B Preferred exchanged on August 28, 2026: 211,393 shares +4 more

7 metrics

Common stock registered for issuance 100,090,365 shares Maximum shares of common stock Wheeler Real Estate Investment Trust, Inc. may issue from time to time under the prospectus

Common stock issued in August 28, 2026 exchanges 2,392,520 shares Common shares issued to six unaffiliated holders in nine exchange transactions

Series B Preferred exchanged on August 28, 2026 211,393 shares Aggregate Series B Preferred Stock surrendered in the August 28 exchanges and retired

Series D Preferred exchanged on August 28, 2026 21,918 shares Aggregate Series D Cumulative Convertible Preferred Stock surrendered in the August 28 exchanges and retired

Common stock issued in September 1, 2026 exchanges 569,627 shares Common shares issued to two unaffiliated holders in exchange for preferred stock

Series B Preferred exchanged on September 1, 2026 22,279 shares Series B Preferred Stock surrendered in the September 1 exchanges and retired

Series D Preferred exchanged on September 1, 2026 5,000 shares Series D Cumulative Convertible Preferred Stock surrendered in the September 1 exchanges and retired

Key Terms

Prospectus Supplement, Unregistered Sales of Equity Securities, Section 3(a)(9) of the Securities Act, Series D Cumulative Convertible Preferred Stock, +1 more

5 terms

Prospectus Supplement regulatory

"This is Prospectus Supplement No. 13 to our Prospectus"

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"

Section 3(a)(9) of the Securities Act regulatory

"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"

Series D Cumulative Convertible Preferred Stock financial

"21,918 shares of the Company's Series D Cumulative Convertible Preferred Stock"

customary settlement cycles financial

"The transactions settled in accordance with customary settlement cycles"

Offering Details

shelf · Up to 100,090,365 shares of common stock

Offering

Offering Type shelf

Securities Offered Common Stock, $0.01 par value per share

Offering Amount Up to 100,090,365 shares of common stock

FAQ

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

What does WHLR’s Prospectus Supplement No. 13 register for issuance?

The prospectus supplement relates to the potential issuance from time to time of up to 100,090,365 shares of common stock of Wheeler Real Estate Investment Trust, Inc., par value $0.01 per share, under an existing prospectus dated July 2, 2026.

What exchange transactions did WHLR report on August 28, 2026?

On August 28, 2026, WHLR agreed to issue 2,392,520 common shares to six unaffiliated holders in nine exchanges for an aggregate of 211,393 Series B Preferred shares and 21,918 Series D Preferred shares, with the exchanged preferred shares retired and cancelled.

What exchange transactions did WHLR report on September 1, 2026?

On September 1, 2026, WHLR agreed to issue an aggregate of 569,627 common shares to two unaffiliated holders in exchange for 22,279 Series B Preferred shares and 5,000 Series D Preferred shares, and those preferred shares were retired and cancelled.

Did WHLR receive cash proceeds from these preferred-for-common exchanges?

No. WHLR states that it did not receive any cash proceeds from the August 28 and September 1 exchange transactions; instead, preferred shares were exchanged for newly issued common shares and the preferred shares were retired and cancelled.

Under what legal exemption were WHLR’s exchanges of preferred for common stock made?

WHLR issued common stock to the investors in reliance on the Section 3(a)(9) exemption under the Securities Act, treating the exchanges as transactions with existing holders of the company’s securities and stating that no commission or other remuneration was paid for soliciting the exchanges.

Does this filing constitute an offer to exchange WHLR securities?

No. WHLR expressly states that the current report does not constitute an offer to exchange any of its securities for common stock, Series D Preferred Stock, Series B Preferred Stock, or other securities of the company.

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Available on EDGAR 09/02/2026 - 04:11 PM EDT Accepted by SEC EDGAR 09/02/2026 - 04:10 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 13

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. 13 (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 September 2, 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 September 2, 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 28, 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 August 28, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 2,392,520 shares of its common stock, $0.01 par value per share (the “Common Stock”), to six unaffiliated holders of the Company’s securities (together, the “August 28 Investors”) in nine separate exchanges for an aggregate amount of 211,393 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 21,918 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”). Four of the transactions each involved the issuance of sixty-four shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. Five of the transactions each involved the issuance of eight 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 1, 2026 the Company agreed to issue an aggregate amount of 569,627 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “September 1 Investors”) in exchange for 22,279 shares of the Series B Preferred Stock and 5,000 shares of the Series D Preferred Stock. One transaction involved the issuance of one hundred eight 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 thirteen shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions 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 28 Investors, and the September 1 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/ M. Andrew Franklin
						Name: M. Andrew Franklin
						Title: Chief Executive Officer and President

Dated: September 2, 2026