Wheeler Real Estate Trust (Nasdaq: WHLR) converts preferred to common
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. has a prospectus supplement to its July 2, 2026 prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock, $0.01 par value.
The supplement attaches a current report describing unregistered exchanges in which the company agreed to issue 77,360 common shares on July 7, 1,018,585 common shares on July 9, and 167,400 common shares on July 10 to existing holders of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. No cash proceeds were received, the exchanged preferred shares were retired and cancelled, and the issuances relied on the Securities Act Section 3(a)(9) exemption.
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Filing Explained
The July 14 prospectus supplement updates the July 2 prospectus and maintains a registered ceiling of 100,090,365 common shares.
Key Figures
Registered common stock capacity: 100,090,365 shares
Common stock issued July 7, 2026: 77,360 shares
Series B Preferred exchanged July 7, 2026: 4,835 shares
+5 more
8 metrics
Registered common stock capacity
100,090,365 shares
Maximum common shares that may be issued under the July 2, 2026 prospectus
Common stock issued July 7, 2026
77,360 shares
Issued to July 7 Investors in exchange for Series B Convertible Preferred Stock
Series B Preferred exchanged July 7, 2026
4,835 shares
Converted into common shares at a 16-to-1 exchange ratio
Common stock issued July 9, 2026
1,018,585 shares
Issued to July 9 Investors for Series B and Series D Preferred Stock
Series B Preferred exchanged July 9, 2026
28,422 shares
Part of July 9 exchanges into common shares
Series D Preferred exchanged July 9, 2026
3,385 shares
Part of July 9 exchanges into common shares
Common stock issued July 10, 2026
167,400 shares
Issued to July 10 Investor for Series B and Series D Preferred Stock
Series D Preferred exchanged July 10, 2026
900 shares
Exchanged along with Series B Preferred into common shares
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. 2 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"
Series B Convertible Preferred Stock financial
"in exchange for 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
"the Company’s Series D Cumulative Convertible Preferred Stock"
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption contained in Section 3(a)(9) of the Securities Act"
Offering Details
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Offering
Offering Type
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AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What securities can Wheeler Real Estate Investment Trust (WHLR) issue under this prospectus?
The company may issue from time to time up to 100,090,365 shares of common stock, $0.01 par value, under a July 2, 2026 prospectus, with this supplement updating that document by attaching a recent current report on unregistered exchanges.
What did WHLR do in the July 7, 2026 preferred-for-common exchange?
On July 7, 2026, WHLR agreed to issue 77,360 shares of common stock in exchange for 4,835 shares of Series B Convertible Preferred Stock. Each transaction that day used a 16-to-1 exchange ratio of common shares for each preferred share.
What were the terms of WHLR's July 9, 2026 exchange transactions?
On July 9, 2026, WHLR agreed to issue an aggregate 1,018,585 common shares for 28,422 Series B and 3,385 Series D preferred shares. Two exchanges used a 25-to-1 common-for-Series B ratio, and three used 191 common for four Series B plus one Series D.
What happened in Wheeler Real Estate Investment Trust's July 10, 2026 exchange?
On July 10, 2026, WHLR agreed to issue 167,400 common shares to an investor in exchange for 3,600 Series B and 900 Series D preferred shares, using an exchange of 186 common shares for every four Series B shares plus one Series D share.
Did WHLR receive cash in these July 2026 exchange transactions?
WHLR did not receive any cash proceeds from the July 7, July 9, or July 10, 2026 exchanges. Instead, the company issued common stock directly to existing preferred holders, and all preferred shares exchanged in these transactions were retired and cancelled.
Prospectus Supplement No. 2 | 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. 2 (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 July 14, 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 July 14, 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): July 9, 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 July 7, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 77,360 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “July 7 Investors”) in three separate exchanges for an aggregate amount of 4,835 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). Each transaction involved the issuance of sixteen shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On July 9, 2026, the Company agreed to issue an aggregate amount of 1,018,585 shares of Common Stock to four unaffiliated holders of the Company’s securities (together, the “July 9 Investors”) in five separate exchanges for an aggregate amount of 28,422 shares of the Series B Preferred Stock and 3,385 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”). Two transactions each involved the issuance of twenty-five shares of Common Stock in exchange for one shares of Series B Preferred Stock. Three transactions each involved the issuance of one hundred and ninety-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On July 10, 2026, the Company agreed to issue 167,400 shares of Common Stock to an unaffiliated holder of the Company’s securities ( the “July 10 Investor”) in exchange for 3,600 shares of the Series B Preferred Stock and 900 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred and eighty-six 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 July 9, 2026, the Company issued, on July 7, 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 July 7 Investors, the July 9 Investors and the July 10 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 | ||||||||
| (Principal Accounting Officer) | ||||||||
Dated: July 14, 2026