Wheeler REIT registers 100,043,323 shares
Wheeler Real Estate Investment Trust, Inc. registers up to 100,043,323 shares of Common Stock pursuant to a Prospectus Supplement dated May 20, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. registers up to 100,043,323 shares of Common Stock pursuant to a Prospectus Supplement dated May 20, 2026.
The supplement attaches a Current Report on Form 8-K stating that interest on the 7.00% Subordinated Convertible Notes due 2031 payable on June 30, 2026 will be paid in the Company’s Series D Cumulative Convertible Preferred Stock to holders of record at the close of business on June 1, 2026.
Insights
Registers a large shelf quantity and discloses an in-kind interest payment election.
The supplement lists an issuance capacity of 100,043,323 shares of common stock under the prospectus supplement dated May 20, 2026. It attaches a Form 8-K that describes an interest payment election on the 7.00% Subordinated Convertible Notes due 2031.
The interest election—payment in Series D Cumulative Convertible Preferred Stock for the interest due June 30, 2026 to holders of record June 1, 2026—is a disclosed corporate financing choice. The filing notes the method; details on the number of preferred shares to be issued or conversion mechanics are not provided in the excerpt.
Key Figures
Registered shares: 100,043,323 shares
Prospectus date: June 20, 2025
Note coupon: 7.00%
+2 more
5 metrics
Registered shares
100,043,323 shares
Prospectus Supplement No. 37 dated May 20, 2026
Prospectus date
June 20, 2025
Original Prospectus referenced by the supplement
Note coupon
7.00%
7.00% Subordinated Convertible Notes due 2031
Interest payment date
June 30, 2026
Interest payment on the Notes to be paid in Series D preferred
Record date
June 1, 2026
Holders of record at 5:00 p.m. New York City time for interest payment
Key Terms
Prospectus Supplement, Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031
3 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 37 (this “Prospectus Supplement”)"
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
"interest ... shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock"
7.00% Subordinated Convertible Notes due 2031 financial
"7.00% Subordinated Convertible Notes due 2031 (the “Notes”)"
Offering Details
shelf · 100,043,323 shares
Offering
Offering Type
shelf
Securities Offered
common stock
Offering Amount
100,043,323 shares
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Wheeler (WHLR) register on May 20, 2026?
Wheeler registers up to 100,043,323 shares of Common Stock under a Prospectus Supplement dated May 20, 2026. This registration appears on Prospectus Supplement No. 37 and amends the Prospectus dated June 20, 2025.
How will interest on the 7.00% notes due 2031 be paid?
Interest payable on June 30, 2026 will be paid in Series D Cumulative Convertible Preferred Stock to holders of record at 5:00 p.m. New York time on June 1, 2026, per the attached Form 8-K.
Is Wheeler’s registered amount limited to common stock only?
The Prospectus Supplement registers up to 100,043,323 shares of Common Stock. Other classes (preferred, notes) are disclosed elsewhere on the registration statement but this supplement references the common stock amount explicitly.
What is the record date for the interest-in-kind payment on the notes?
The record date for the interest payment in Series D preferred shares is June 1, 2026 at the close of business (5:00 p.m., New York City time), as stated in the Form 8-K attached to the supplement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
Prospectus Supplement No. 37 | 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. 37 (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 May 20, 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 May 20, 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 15, 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
On May 15, 2026, the Company determined that interest on its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) payable on June 30, 2026 to holders of record of the Notes at the close of business at 5:00 p.m., New York City time, on June 1, 2026, shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock.
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 20, 2026