WHLR (NASDAQ: WHLR) swaps preferred shares for 136,516 common shares in four exchanges
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. agreed to issue common stock in a series of private exchanges for outstanding preferred shares, issuing 25,000, 13,000, 33,516 and 65,000 shares on April 20, April 24, May 1 and May 4, 2026, respectively.
The exchanges used fixed swap ratios (e.g., 25–28 shares of Common Stock per combination of two Series B and one Series D Preferred described by date), produced no cash proceeds, and the exchanged Series B and Series D preferred shares were retired and cancelled. The company states these issuances relied on the exemption in Section 3(a)(9) of the Securities Act.
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Key Figures
Common Shares issued (Apr 20): 25,000 shares
Common Shares issued (Apr 24): 13,000 shares
Common Shares issued (May 1): 33,516 shares
+3 more
6 metrics
Common Shares issued (Apr 20)
25,000 shares
April 20, 2026 exchange
Common Shares issued (Apr 24)
13,000 shares
April 24, 2026 exchange
Common Shares issued (May 1)
33,516 shares
May 1, 2026 aggregate exchanges
Common Shares issued (May 4)
65,000 shares
May 4, 2026 exchange
Convertible notes referenced
7.00% Subordinated Convertible Notes due 2031
Prospectus Supplement header
Aggregate Common Shares issued
136,516 shares
Total across four exchange dates
Key Terms
Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, Section 3(a)(9), 7.00% Subordinated Convertible Notes due 2031
4 terms
Series B Convertible Preferred Stock financial
"issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred"
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
"issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series D Cumulative Convertible Preferred"
Section 3(a)(9) regulatory
"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"
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.
7.00% Subordinated Convertible Notes due 2031 financial
"interest payment on our 7.00% Subordinated Convertible Notes due 2031"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did WHLR disclose about the stock exchanges on May 6, 2026?
Wheeler disclosed multiple share-for-share exchanges totaling 136,516 Common Shares issued across four dates. The filings state the transactions involved exchanging Series B and Series D preferred shares and that no cash proceeds were received.
What swap ratios did WHLR use for the preferred-to-common exchanges?
The filing describes swap ratios of 25–28 Common Shares per specified preferred bundle, e.g., twenty-five shares for two Series B plus one Series D on April 20 and twenty-eight shares per bundle on May 1. Exact per-transaction ratios are listed by date in the filing.
Did WHLR receive cash proceeds from these exchanges?
No cash proceeds were received for the Common Stock issued in the described exchanges. The filing states the Company did not receive any cash and that the exchanged Preferred Stock was retired and cancelled.
Under what legal exemption were the WHLR exchanges completed?
The exchanges were completed under Section 3(a)(9) of the Securities Act, which permits share-for-share exchanges with existing holders. The filing also states no commission or remuneration was paid for soliciting these transactions.
Prospectus Supplement No. 42 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 22, 2021) | Registration No. 333-256699 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 42 (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 May 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 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 May 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): May 1, 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 April 20, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 25,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “April 20 Investor”) in exchange for 1,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 2,000 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of twenty-five shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.
On April 24, 2026, the Company agreed to issue 13,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “April 24 Investor”) in exchange for 500 shares of the Series D Preferred Stock and 1,000 shares of the Series B Preferred Stock. The transaction involved the issuance of twenty-six shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.
On May 1, 2026 the Company agreed to issue an aggregate amount of 33,516 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “May 1 Investors”) in separate exchanges for an aggregate amount of 1,197 shares of the Series D Preferred Stock and 2,394 Series B Preferred Stock . Each transaction involved the issuance of twenty-eight shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On May 4, 2026, the Company agreed to issue 65,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “May 4 Investor”) in exchange for 2,500 shares of the Series D Preferred Stock and 5,000 shares of the Series B Preferred Stock. The transaction involved the issuance of twenty-six shares of Common Stock in exchange for two 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 these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the April 20 Investor, the April 24 Investor, the May 1 Investors and the May 4 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/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: May 6, 2026