WHLR (NASDAQ: WHLR) registers 100,043,323 shares; conversion price reset to $1.04
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. updates a shelf registering up to 100,043,323 shares of its common stock in a Prospectus Supplement dated March 6, 2026.
The supplement incorporates a Form 8-K reporting that March Series D Preferred redemptions included two requests redeeming 6,502 shares at a Redemption Price of approximately $41.72 per share, settled by issuance of 143,914 shares of Common Stock. The ten-day VWAP used for March redemptions was approximately $1.88, which triggered an adjustment to the conversion price of the 7.00% Subordinated Convertible Notes due 2031 to approximately $1.04 per share (about 24.12 shares per $25.00 principal). As of March 6, 2026, the company reported 1,433,983 shares of Common Stock and 1,640,295 shares of Series D Preferred Stock outstanding. The next Holder Redemption Date is April 6, 2026.
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Insights
Conversion-price reset and frequent preferred redemptions increase potential common share issuance.
The filing shows the Notes' conversion price adjusted to $1.04 due to a $1.88 VWAP used for Series D Preferred redemptions, producing ~24.12 shares per $25.00 principal.
Future monthly redemptions and note conversions will determine actual dilution; timing and holder participation affect share supply. Subsequent filings will report each Holder Redemption Date's activity.
Settlement of preferred redemptions in stock and conversion-price mechanics are disclosed clearly.
The company settled March redemptions by issuing 143,914 shares and reports cumulative redemptions of 1,777,083 Series D shares with ~393,000 Common shares issued in total to date.
Watch periodic 8-Ks for issuance counts and the impact on diluted share metrics; the conversion price formula tied to VWAP is operationally significant.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What amount of common stock is registered in WHLR's Prospectus Supplement?
The Prospectus Supplement registers up to 100,043,323 shares of common stock. This figure appears on the supplement dated March 6, 2026 and sets the shelf maximum.
What conversion price applies to the 7.00% notes after the March adjustment?
The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $1.04 per share. That equals about 24.12 shares per $25.00 principal.
When is the next Series D Holder Redemption Date and where are forms available?
The next Holder Redemption Date is April 6, 2026. Required redemption forms and FAQs are available at https://ir.whlr.us/series-d/series-d-redemption as noted in the filing.
| Prospectus Supplement No. 28 | 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. 28 (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 March 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 March 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): March 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 March 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 $1.88. 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 $1.04 per share of Common Stock (approximately 24.12 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.88.
Results of March 2026 Series D Preferred Stock Redemptions
•The 30th monthly “Holder Redemption Date” occurred on March 5, 2026.
•The Company processed two redemption requests from holders of its Series D Preferred Stock, collectively redeeming 6,502 shares of Series D Preferred Stock for a redemption price of approximately $41.72 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the March 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 143,914 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 March 5, 2026 Holder Redemption Date was approximately $1.88.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 402 redemption requests, collectively redeeming 1,777,083 shares of Series D Preferred Stock.
•The Company has issued approximately 393,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of March 6, 2026, the Company had 1,433,983 shares of Common Stock and 1,640,295 shares of Series D Preferred Stock outstanding.
April 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is March 25, 2026.
•The next monthly Holder Redemption Date will occur on April 6, 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/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: March 6, 2026