Wheeler Real Estate (NASDAQ: WHLR) registers 100,043,323-share shelf
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 100,043,323 shares of common stock on a shelf for issuance from time to time, dated June 1, 2026.
The supplement attaches a Current Report on Form 8-K disclosing that on May 28, 2026 the company issued 142,800 shares of common stock in a non‑cash exchange, issuing fifty‑one shares of common stock in exchange for two shares of Series B preferred and one share of Series D preferred; the exchanged preferred shares were retired and cancelled. The company stated the issuance relied on Section 3(a)(9) of the Securities Act and that no cash proceeds were received.
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Insights
Registration supplements a shelf for up to 100,043,323 common shares; a separate Section 3(a)(9) exchange retired preferred stock.
The prospectus supplement updates the June 20, 2025 prospectus to add a shelf capacity of 100,043,323 shares, permitting future issuances as described in the base prospectus. The filing attaches an 8‑K reporting a private exchange of 142,800 shares issued in settlement of preferred shares that were retired.
Key legal points: the company invoked Section 3(a)(9) as the registration exemption for the exchange and stated no commission was paid. Timing and pricing mechanics for any future shelf takedowns are not described in this excerpt.
Key Figures
Shelf registration capacity: 100,043,323 shares
Shares issued in exchange: 142,800 shares
Exchange ratio described: 51 common for (2 Series B + 1 Series D)
+2 more
5 metrics
Shelf registration capacity
100,043,323 shares
Prospectus Supplement dated <date>June 1, 2026</date>
Shares issued in exchange
142,800 shares
Issued on <date>May 28, 2026</date> in a preferred-for-common exchange
Exchange ratio described
51 common for (2 Series B + 1 Series D)
Fifty‑one common shares issued in exchange for two Series B and one Series D preferred share
Prospectus date
<date>June 20, 2025</date>
Base prospectus referenced by this supplement
Prospectus supplement date
<date>June 1, 2026</date>
Date of this Prospectus Supplement
Key Terms
Prospectus Supplement, Section 3(a)(9), Series D Cumulative Convertible Preferred Stock
3 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 39 to our Prospectus, dated June 20, 2025"
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.
Section 3(a)(9) regulatory
"issued the Common Stock 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.
Series D Cumulative Convertible Preferred Stock financial
"exchange for 2,800 shares of the Company’s Series D Cumulative Convertible Preferred Stock"
Offering Details
base_shelf_indeterminate
Offering
Offering Type
base_shelf_indeterminate
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Wheeler REIT's Prospectus Supplement register?
It registers up to 100,043,323 shares of common stock for issuance from time to time under the June 20, 2025 prospectus. The supplement is dated June 1, 2026 and updates the base prospectus with the attached Form 8-K.
What transaction did Wheeler report on the attached Form 8-K (WHLR)?
On May 28, 2026 the company issued 142,800 shares of common stock in exchange for Series B and Series D preferred shares. The exchanged preferred shares were retired and cancelled and no cash proceeds were received.
Under what exemption was the common stock issued in the exchange?
The company relied on Section 3(a)(9) of the Securities Act, which applies to exchanges with existing holders. The filing states no commission or remuneration was paid to solicit the transaction.
Does the supplement disclose pricing or proceeds from the registered shelf?
The supplement registers 100,043,323 shares for future issuance but does not state any price range or uses of proceeds in the provided excerpt. Specific pricing mechanics are not included here.
Prospectus Supplement No. 39 | 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. 39 (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 1, 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 1, 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 28, 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 May 28, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 142,800 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 2,800 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 5,600 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 fifty-one 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 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 1, 2026