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Wheeler Real Estate Investment Trust (Nasdaq: WHLR) exchanges preferred for common

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. entered into several exchange transactions in July 2026, issuing 77,360, 1,018,585 and 167,400 shares of common stock on July 7, 9 and 10, respectively, to unaffiliated investors in exchange for Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock.

The preferred shares received in these exchanges were retired and cancelled, and the company received no cash proceeds. The common shares were issued in unregistered transactions relying on the Section 3(a)(9) exemption as exchanges with existing security holders. This prospectus supplement incorporates the related current report to update the existing prospectus covering issuances of Series B and Series D preferred stock as interest on the company’s 7.00% Subordinated Convertible Notes due 2031.

Positive

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Negative

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Filing Explained

The settled July 7–10 exchanges converted Series B and Series D preferred stock into common stock at stated ratios—16:1, 25:1, 191 common shares for 4 Series B plus 1 Series D, and 186 for that combination—raising the common share count and reducing existing holders’ percentage ownership absent offsetting changes.

Common shares issued July 7, 2026 77,360 shares of Common Stock Issued to three investors in exchange for Series B Convertible Preferred Stock
Series B Preferred exchanged July 7, 2026 4,835 shares of Series B Preferred Stock Exchanged at sixteen common shares for each Series B share
Common shares issued July 9, 2026 1,018,585 shares of Common Stock Issued to four investors for Series B and Series D Preferred Stock
Series B Preferred exchanged July 9, 2026 28,422 shares of Series B Preferred Stock Part of July 9 exchanges for common stock
Series D Preferred exchanged July 9, 2026 3,385 shares of Series D Preferred Stock Part of July 9 exchanges for common stock
Common shares issued July 10, 2026 167,400 shares of Common Stock Issued to one investor for Series B and Series D Preferred Stock
Series B Preferred exchanged July 10, 2026 3,600 shares of Series B Preferred Stock Included in July 10 exchange for common stock
Series D Preferred exchanged July 10, 2026 900 shares of Series D Preferred Stock Included in July 10 exchange for common stock
Series B Convertible Preferred Stock financial
"exchange for an aggregate amount of 4,835 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
"3,385 shares of the Company's Series D Cumulative Convertible Preferred Stock"
7.00% Subordinated Convertible Notes due 2031 financial
"as interest payment on our 7.00% Subordinated Convertible Notes due 2031"
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Offering Type shelf

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FAQ

What equity exchange did WHLR complete on July 7, 2026?
Wheeler Real Estate Investment Trust, Inc. issued 77,360 shares of common stock on July 7, 2026 in exchange for 4,835 shares of Series B Convertible Preferred Stock at 16 common shares per preferred share, a transaction representing less than 5% of outstanding common shares.

What transactions did Wheeler Real Estate Investment Trust (WHLR) complete on July 9, 2026?
On July 9, 2026, the company agreed to issue 1,018,585 common shares to four investors in exchange for 28,422 Series B and 3,385 Series D preferred shares, using exchange ratios of 25:1 for certain Series B shares and 191 common for 4 Series B plus 1 Series D in other exchanges.

What was the July 10, 2026 exchange for WHLR’s preferred stock?
On July 10, 2026, Wheeler Real Estate Investment Trust, Inc. agreed to issue 167,400 common shares to one investor in exchange for 3,600 Series B and 900 Series D preferred shares, at an exchange ratio of 186 common shares for 4 Series B plus 1 Series D.

Did WHLR receive any cash proceeds from the July 2026 exchanges?
The company received no cash proceeds from these transactions. Investors exchanged existing preferred shares for newly issued common shares, and all Series B and Series D preferred shares delivered in the exchanges were retired and cancelled by the company.

Under what Securities Act exemption were WHLR’s July 2026 exchanges conducted?
The common stock was issued in reliance on Section 3(a)(9) of the Securities Act of 1933, treating each issuance as an exchange with existing holders of the company’s securities, with no commission or other remuneration paid for soliciting the transactions.

How does this prospectus supplement relate to WHLR’s existing prospectus?
This supplement attaches WHLR’s Current Report on Form 8-K filed July 14, 2026 and updates an existing prospectus covering issuances of Series B and Series D preferred stock as interest payments on 7.00% Subordinated Convertible Notes due 2031.

Prospectus Supplement No. 52
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated July 22, 2021)Registration No. 333-256699

wheelerlogoa05a.jpg

Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 52 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred Stock and our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated Convertible Notes due 2031. 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 securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 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 001-3571345-2681082
(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 StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
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


Source: View Original Filing on SEC EDGAR