Wheeler Real Estate (WHLR) resets 2031 note conversion price after August Series D redemptions
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 21 to a March 20, 2026 prospectus covering the resale by selling stockholders of up to 673,971 shares of Common Stock, issuable upon exercise of outstanding warrants.
The supplement attaches a current report describing August 2026 Series D Preferred Stock redemptions and related anti-dilution adjustments. After redemptions where holders converted at a volume-weighted average Common Stock price of about $0.73, the conversion price on the company’s 7.00% Subordinated Convertible Notes due 2031 reset to about $0.40 per share, or roughly 62.52 shares for each $25 of principal. In August, holders redeemed 7,100 Series D shares for a redemption price of about $41.29 per share, settled through issuance of 403,236 Common shares. Cumulatively, 1,819,028 Series D shares have been redeemed and about 496,000 Common shares issued in settlement; as of August 5, 2026, 2,434,904 Common shares and 1,770,859 Series D shares were outstanding.
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Filing Explained
The supplement discloses conditional warrant-related resale capacity rather than a completed sale or exercise; the next Series D redemption deadline is August 25, 2026.
This 424(b)(3) supplement updates the prospectus for selling stockholders’ offer and sale of up to
If those warrants are exercised and the shares are issued, the additional common stock would increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes.
The next Series D redemption round has an
Key Figures
Registered resale amount: 673,971 shares of Common Stock
August VWAP for Common Stock: $0.73 per share
Reset conversion price for Notes: $0.40 per share of Common Stock
+5 more
8 metrics
Registered resale amount
673,971 shares of Common Stock
Maximum shares issuable upon exercise of warrants covered by the prospectus
August VWAP for Common Stock
$0.73 per share
Volume weighted average of closing sales price for ten trading days before August 5, 2026
Reset conversion price for Notes
$0.40 per share of Common Stock
Conversion price for 7.00% Subordinated Convertible Notes due 2031 after August adjustments
Conversion rate per $25 principal
62.52 shares of Common Stock
Shares received for each $25.00 principal amount of Notes converted
August Series D shares redeemed
7,100 shares
Series D Preferred Stock redeemed on the August 5, 2026 Holder Redemption Date
August Redemption Price
$41.29 per share
Redemption price per Series D share including accrued but unpaid dividends
Common shares issued for August redemptions
403,236 shares
Common Stock issued to settle August 2026 Series D redemptions
Common shares outstanding
2,434,904 shares
Common Stock outstanding as of August 5, 2026
Key Terms
Holder Redemption Date, volume weighted average of the closing sales price, Optional Conversion, Subordinated Convertible Notes, +1 more
5 terms
Holder Redemption Date financial
"The 35th monthly “Holder Redemption Date” occurred on August 5, 2026."
volume weighted average of the closing sales price financial
"The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market"
Optional Conversion financial
"pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated"
Subordinated Convertible Notes financial
"the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”)"
forward-looking statements financial
"This Current Report on Form 8-K includes forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Offering Details
secondary
Offering
Offering Type
secondary
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FAQ
What does Wheeler Real Estate Investment Trust (WHLR) register in Prospectus Supplement No. 21?
Wheeler registers the resale of up to 673,971 shares of Common Stock issuable upon exercise of warrants by selling stockholders. The supplement also incorporates an August 7, 2026 Form 8-K that updates related capital and conversion terms.
How was the conversion price of WHLR’s 7.00% Subordinated Convertible Notes reset?
Following August Series D redemptions at a Common Stock price of about $0.73, the Notes’ conversion price adjusted to about $0.40 per share, equating to roughly 62.52 shares of Common Stock for each $25.00 of principal converted.
What were the August 2026 Series D Preferred Stock redemption results for WHLR?
On August 5, 2026, WHLR processed seven redemption requests totaling 7,100 Series D shares. At a redemption price of about $41.29 per share, the company settled the aggregate amount through issuance of 403,236 shares of Common Stock.
What cumulative Series D Preferred Stock redemptions has WHLR reported to date?
WHLR has processed 434 redemption requests, redeeming 1,819,028 Series D Preferred shares in total. In the aggregate, the company has issued approximately 496,000 Common shares to settle all such redemptions described in the disclosure.
When is the next redemption window for WHLR’s Series D Preferred Stock?
For September 2026 Series D redemptions, the request deadline is August 25, 2026, and the next monthly Holder Redemption Date is September 8, 2026. Required forms and FAQs are available on the company’s investor relations website.
Prospectus Supplement No. 21 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated March 20, 2026) | Registration No. 333-294263 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 21 (this “Prospectus Supplement”) to our Prospectus, dated March 20, 2026 (the “Prospectus”), relating to the offer and sale of up to 673,971 shares of common stock, par value $0.01 per shares (“Common Stock”), of Wheeler Real Estate Investment Trust, Inc. issuable upon exercise of the warrants described therein by the selling stockholders identified in the Prospectus. 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 August 7, 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 August 7, 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): August 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 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
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 August 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 $0.73. 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 $0.40 per share of Common Stock (approximately 62.52 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.73.
Results of August 2026 Series D Preferred Stock Redemptions
•The 35th monthly “Holder Redemption Date” occurred on August 5, 2026.
•The Company processed seven redemption requests from holders of its Series D Preferred Stock, collectively redeeming 7,100 shares of Series D Preferred Stock for a redemption price of approximately $41.29 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the August 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 403,236 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 August 5, 2026 Holder Redemption Date was approximately $0.73.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 434 redemption requests, collectively redeeming 1,819,028 shares of Series D Preferred Stock.
•The Company has issued approximately 496,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of August 5, 2026, the Company had 2,434,904 shares of Common Stock and 1,770,859 shares of Series D Preferred Stock outstanding.
September 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is August 25, 2026.
•The next monthly Holder Redemption Date will occur on September 8, 2026 (the "September Redemption Date").
•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, and include statements about the Company's intentions to file a registration statement and the effectiveness thereof. 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: August 7, 2026