Wheeler REIT adjusts note conversion price to ~$0.59
The note conversion price was adjusted to approximately $0.59 per common share, equivalent to approximately 42.50 shares per $25.00 principal.
Sentiment and the balance of points
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) processed three November redemption requests, redeeming 1,903 Series D preferred shares at approximately $41.80 per share. The company settled them by issuing 74,374 common shares. The redemption price included $25.00 per share plus accrued but unpaid dividends through November 5, 2026.
The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was further adjusted to approximately $0.59 per common share, or approximately 42.50 shares per $25.00 of principal. The adjustment represented a 45% discount to approximately $1.07, the lowest November price at which a holder converted Series D shares. Through November 5, the company had processed 453 requests for 1,834,581 Series D shares and issued approximately 91,000 common shares to settle all such requests. The next redemption-request deadline is November 25, 2026, and the next Holder Redemption Date is December 7, 2026.
Key Figures
Series D shares redeemed in November: 1,903 shares
Redemption price: approximately $41.80 per share
Common shares issued for November redemptions: 74,374 shares
+5 more
8 metrics
Series D shares redeemed in November
1,903 shares
November 5, 2026 Holder Redemption Date
Redemption price
approximately $41.80 per share
November 2026 redemptions; includes $25.00 per share plus accrued but unpaid dividends
Common shares issued for November redemptions
74,374 shares
Settlement of three November redemption requests
Notes conversion price
approximately $0.59 per common share
7.00% Subordinated Convertible Notes due 2031
Common shares per $25.00 principal converted
approximately 42.50 shares
7.00% Subordinated Convertible Notes due 2031
Cumulative Series D shares redeemed
1,834,581 shares
Across 453 requests processed through November 5, 2026
Common shares outstanding
1,862,906 shares
As of November 5, 2026
Series D preferred shares outstanding
1,723,288 shares
As of November 5, 2026
Key Terms
Holder Redemption Date, volume weighted average, Optional Conversion, Redemption Price, +1 more
5 terms
Holder Redemption Date financial
"The 38th monthly “Holder Redemption Date” occurred"
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.
Optional Conversion financial
"Section 14.02 (Optional Conversion) of the indenture"
Redemption Price financial
"the “Redemption Price”"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
accrued but unpaid dividends financial
"the amount of all accrued but unpaid dividends"
Offering Details
shelf
Offering
Offering Type
shelf
Securities Offered
Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock
Use of Proceeds
Interest payment on the 7.00% Subordinated Convertible Notes due 2031
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why was WHLR's note conversion price adjusted?
The conversion price for the 7.00% Subordinated Convertible Notes due 2031 was adjusted to approximately $0.59 per common share under the indenture's Optional Conversion provision. The lowest November price at which a holder converted Series D shares was approximately $1.07; the adjusted price represents a 45% discount and equals approximately 42.50 shares per $25.00 principal.
When is the next WHLR Series D redemption deadline and date?
The deadline for the next monthly round of Series D redemptions is November 25, 2026, and the next monthly Holder Redemption Date is December 7, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 76 | 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. 76 (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 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 November 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 November 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): November 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 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 3.03. Material Modification to Rights of Security Holders
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 November 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 $1.07. 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 $0.59 per share of Common Stock (approximately 42.50 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.07.
Item 8.01 Other Events
Results of November 2026 Series D Preferred Stock Redemptions
•The 38th monthly “Holder Redemption Date” occurred on November 5, 2026.
•The Company processed three redemption requests from holders of its Series D Preferred Stock, collectively redeeming 1,903 shares of Series D Preferred Stock for a redemption price of approximately $41.80 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the November 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 74,374 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 November 5, 2026 Holder Redemption Date was approximately $1.07.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 453 redemption requests, collectively redeeming 1,834,581 shares of Series D Preferred Stock.
•The Company has issued approximately 91,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of November 5, 2026, the Company had 1,862,906 shares of Common Stock and 1,723,288 shares of Series D Preferred Stock outstanding.
December 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is November 25, 2026.
•The next monthly Holder Redemption Date will occur on December 7, 2026.
•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. 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: November 6, 2026