Wheeler Real Estate (WHLR) cuts note conversion price, issues stock for Series D redemptions
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus covering the potential issuance from time to time of up to 100,090,365 shares of Common Stock. The supplement includes recent information on Series D preferred stock redemptions and a related conversion price reset on its subordinated convertible notes.
For August 2026, the lowest Series D conversion into Common Stock was about $0.73 per share, which adjusted the 7.00% Subordinated Convertible Notes due 2031 conversion price to about $0.40 per share, or roughly 62.52 shares per $25 principal amount. The company processed seven Series D redemption requests, redeeming 7,100 preferred shares at an approximate redemption price of $41.29 per share, settled through the issuance of 403,236 Common shares.
Cumulatively, Wheeler has processed 434 Series D redemption requests, redeeming 1,819,028 preferred shares and issuing approximately 496,000 Common shares in settlement. As of August 5, 2026, it had 2,434,904 Common shares and 1,770,859 Series D preferred shares outstanding, and it outlines deadlines and dates for the next monthly redemption cycle in September 2026.
Positive
- None.
Negative
- Significant potential dilution from registrations and conversions: The prospectus covers up to 100,090,365 new Common shares, while only 2,434,904 Common shares were outstanding as of August 5, 2026, and the Notes conversion price reset to about $0.40 per share increases stock-settled conversion risk.
Key Figures
Prospectus shelf capacity: 100,090,365 shares of Common Stock
Adjusted note conversion price: Approximately $0.40 per share of Common Stock
Note conversion ratio: Approximately 62.52 shares per $25.00 principal amount
+5 more
8 metrics
Prospectus shelf capacity
100,090,365 shares of Common Stock
Maximum Common shares that may be issued from time to time under the prospectus
Adjusted note conversion price
Approximately $0.40 per share of Common Stock
Conversion price for 7.00% Subordinated Convertible Notes due 2031 after August Series D activity
Note conversion ratio
Approximately 62.52 shares per $25.00 principal amount
Common Stock received upon conversion of each $25.00 of Notes
August Series D shares redeemed
7,100 shares of Series D Preferred Stock
Shares redeemed on the 35th Holder Redemption Date, August 5, 2026
August redemption price per Series D share
Approximately $41.29 per share
Includes $25.00 liquidation preference plus accrued but unpaid dividends
Common shares issued for August redemptions
403,236 shares of Common Stock
Aggregate Common Stock issued to settle August 5, 2026 Series D redemptions
Cumulative Series D shares redeemed
1,819,028 shares of Series D Preferred Stock
Total Series D redemptions processed to date across 434 requests
Common shares outstanding
2,434,904 shares of Common Stock
Shares outstanding as of August 5, 2026
Key Terms
Prospectus Supplement, Series D Cumulative Convertible Preferred Stock, Holder Redemption Date, volume weighted average, +2 more
6 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 7 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.
Series D Cumulative Convertible Preferred Stock financial
"the Company’s Series D Cumulative Convertible Preferred Stock"
Holder Redemption Date financial
"The 35th monthly “Holder Redemption Date” occurred on August 5, 2026"
volume weighted average financial
"The volume weighted average of the closing sales price"
A volume weighted average is an average that gives more weight to values accompanied by larger quantities—so higher-volume trades or measurements pull the average closer to the prices where more activity happened. For investors, it reveals the price level that most trading actually supported, helping judge whether a trade or price move was driven by substantial participation or by a few small trades, much like averaging grades where final exams count more than short quizzes.
Subordinated Convertible Notes financial
"the Company’s 7.00% Subordinated Convertible Notes due 2031"
forward-looking statements regulatory
"This Current Report on Form 8-K includes forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Details
shelf
Offering
Offering Type
shelf
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Wheeler Real Estate Investment Trust (WHLR) register in Prospectus Supplement No. 7?
Wheeler Real Estate Investment Trust registers the potential issuance of up to 100,090,365 shares of Common Stock. This capacity supports future stock issuances under its existing prospectus framework, which may be used alongside ongoing preferred stock redemptions and note conversions.
How was WHLR’s 7.00% Subordinated Convertible Notes conversion price changed?
The conversion price on WHLR’s 7.00% Subordinated Convertible Notes due 2031 was adjusted to about $0.40 per share. This equates to approximately 62.52 Common shares for each $25.00 of principal, reflecting a 45% discount to the roughly $0.73 Series D conversion price.
What were the August 2026 Series D Preferred Stock redemptions for WHLR?
On August 5, 2026, WHLR processed seven Series D Preferred Stock redemptions totaling 7,100 shares. These were redeemed at about $41.29 per share and the aggregate redemption price was settled entirely through issuing 403,236 shares of Common Stock.
When is the next WHLR Series D Preferred Stock redemption cycle?
For the September 2026 redemption cycle, the deadline to submit Series D Preferred redemption requests is August 25, 2026. The next monthly Holder Redemption Date is scheduled for September 8, 2026, when qualifying redemptions are expected to be processed.
Prospectus Supplement No. 7 | 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. 7 (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 August 7, 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 August 7, 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 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 August 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 $0.73. 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 $0.40 per share of Common Stock (approximately 62.52 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.73.
Results of August 2026 Series D Preferred Stock Redemptions
•The 35th monthly “Holder Redemption Date” occurred on August 5, 2026.
•The Company processed seven redemption requests from holders of its Series D Preferred Stock, collectively redeeming 7,100 shares of Series D Preferred Stock for a redemption price of approximately $41.29 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the August 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 403,236 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 August 5, 2026 Holder Redemption Date was approximately $0.73.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 434 redemption requests, collectively redeeming 1,819,028 shares of Series D Preferred Stock.
•The Company has issued approximately 496,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of August 5, 2026, the Company had 2,434,904 shares of Common Stock and 1,770,859 shares of Series D Preferred Stock outstanding.
September 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is August 25, 2026.
•The next monthly Holder Redemption Date will occur on September 8, 2026 (the "September Redemption Date").
•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, and include statements about the Company's intentions to file a registration statement and the effectiveness thereof. 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: August 7, 2026