Wheeler Real Estate (WHLR) registers 100,043,323 shares, cites preferred-for-common exchange
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. registered up to 100,043,323 shares of Common Stock under a Prospectus Supplement dated June 26, 2026. The supplement attaches a Form 8-K disclosing that on June 22, 2026 the company issued 86,583 shares of Common Stock to an unaffiliated holder in exchange for and retirement of certain Series B and Series D preferred shares.
The exchange was effected at an exchange ratio described as 21 Common shares for four Series B Preferred shares and one Series D Preferred share, settled in customary cycles, produced no cash proceeds to the company, and relied on the exemption in Section 3(a)(9) of the Securities Act.
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Insights
Registration adds a large shelf capacity; the June 22 exchange used a Section 3(a)(9) exemption.
The Prospectus Supplement registers 100,043,323 shares of Common Stock and attaches a Form 8-K describing an exchange of 86,583 shares issued under an articulated ratio. The Form 8-K expressly cites Section 3(a)(9) as the basis for the exempt issuance.
Key legal qualifiers in the filing include the explicit reliance on Section 3(a)(9) and the statement that no solicitation fees were paid. Subsequent disclosures will show if any of the registered shares are issued under similar exempt exchanges or sold for cash.
Large shelf registration creates capacity for future issuances; the June 22 exchange was non‑cash and reduced preferred shares.
The supplement registers up to 100,043,323 shares, giving the issuer capacity to issue Common Stock from time to time. The disclosed exchange retired Series B and Series D preferred shares and replaced them with 86,583 Common shares.
Cash‑flow treatment for the registered shelf is explicit for the June 22 transaction (no cash proceeds). Market impact depends on how and when the registered shares are used; timing and methods for future issuances are not specified in the excerpt.
Key Figures
Registered shares: 100,043,323 shares
Common shares issued in exchange: 86,583 shares
Series B preferred surrendered: 16,492 shares
+2 more
5 metrics
Registered shares
100,043,323 shares
Prospectus Supplement dated June 26, 2026
Common shares issued in exchange
86,583 shares
Form 8-K reporting a June 22, 2026 transaction
Series B preferred surrendered
16,492 shares
Exchanged and retired in the June 22, 2026 transaction
Series D preferred surrendered
4,123 shares
Exchanged and retired in the June 22, 2026 transaction
Exchange ratio described
21 Common : 4 Series B + 1 Series D
Transaction terms described in the Form 8-K
Key Terms
Section 3(a)(9), Prospectus Supplement, Series B Convertible Preferred Stock, retired and cancelled
4 terms
Section 3(a)(9) regulatory
"issued the Common Stock to the Investor in reliance upon the exemption from the registration requirements ... contained in Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 43 (this “Prospectus Supplement”) 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 B Convertible Preferred Stock financial
"in exchange for 16,492 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.
retired and cancelled other
"the shares of the Preferred Stock exchanged have been retired and cancelled"
Offering Details
shelf
Offering
Offering Type
shelf
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What amount of Common Stock did Wheeler (WHLR) register in this supplement?
The Prospectus Supplement registers up to 100,043,323 shares of Common Stock, as stated in the supplement dated June 26, 2026. This is the aggregate capacity referenced on the supplement cover page.
What transaction did Wheeler disclose on June 22, 2026 in the attached Form 8-K?
Wheeler agreed to issue 86,583 Common shares to an unaffiliated investor in exchange for 16,492 Series B and 4,123 Series D preferred shares; the preferred shares were retired and cancelled.
Did Wheeler receive any cash proceeds from the June 22 exchange?
No. The company stated the transaction produced no cash proceeds, and the issuance relied on an exemption from registration under Section 3(a)(9) of the Securities Act.
What exchange ratio did Wheeler use for the preferred-to-common conversion?
The filing describes the ratio as twenty-one Common shares for four Series B Preferred shares and one Series D Preferred share, which underpinned the issuance of 86,583 Common shares in the disclosed exchange.
Were any solicitation fees or commissions paid for the June 22 exchange?
The Form 8-K states that no commission or other remuneration was paid or given directly or indirectly for soliciting the transaction, supporting the Section 3(a)(9) exemption reliance.
Prospectus Supplement No. 43 | 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. 43 (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 June 26, 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 June 26, 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): June 22, 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 June 22, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 86,583 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 16,492 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 4,123 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”). The transaction involved the issuance of twenty-one 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.
The Company did not receive any cash proceeds in this transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
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: June 26, 2026