Wheeler Real Estate (Nasdaq: WHLR) logs 352,000-share common stock swap for preferred
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. updates its July 2, 2026 prospectus for the primary issuance from time to time of up to 100,090,365 shares of common stock, par value $0.01 per share. The supplement also incorporates a recent stock-for-preferred exchange.
On July 14, 2026 the company agreed to issue 352,000 common shares to an unaffiliated investor in exchange for 6,400 Series B Convertible Preferred shares and 1,600 Series D Cumulative Convertible Preferred shares. The exchange ratio was 220 common shares for four Series B and one Series D share. The preferred shares received were retired and cancelled, and no cash proceeds were received. The common stock was issued in reliance on the Section 3(a)(9) exemption for exchanges with existing security holders, with no commissions or other remuneration paid.
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Key Figures
Shelf capacity: 100,090,365 shares of common stock
Common shares issued in exchange: 352,000 shares of common stock
Series B Preferred exchanged: 6,400 shares of Series B Convertible Preferred Stock
+2 more
5 metrics
Shelf capacity
100,090,365 shares of common stock
Common stock that may be issued from time to time under the July 2, 2026 prospectus
Common shares issued in exchange
352,000 shares of common stock
Issued on July 14, 2026 to an unaffiliated investor in a stock-for-preferred exchange
Series B Preferred exchanged
6,400 shares of Series B Convertible Preferred Stock
Preferred stock surrendered by the investor and then retired and cancelled
Series D Preferred exchanged
1,600 shares of Series D Cumulative Convertible Preferred Stock
Preferred stock surrendered by the investor and then retired and cancelled
Exchange ratio
220 shares of common stock
Issued for each block of four Series B and one Series D preferred shares
Key Terms
Prospectus Supplement, Unregistered Sales of Equity Securities, Series D Cumulative Convertible Preferred Stock, Section 3(a)(9) of the Securities Act, +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 3 to our Prospectus, dated July 2, 2026"
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.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Series D Cumulative Convertible Preferred Stock financial
"1,600 shares of the Company's Series D Cumulative Convertible Preferred Stock"
Section 3(a)(9) of the Securities Act regulatory
"in reliance upon the exemption ... contained in Section 3(a)(9) of the Securities Act"
retired and cancelled financial
"the shares of the Preferred Stock exchanged have been retired and cancelled"
Offering Details
shelf
Offering
Offering Type
shelf
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Wheeler Real Estate Investment Trust (WHLR) register in this prospectus supplement?
The company provides for issuance from time to time of up to 100,090,365 shares of common stock, par value $0.01 per share, under its July 2, 2026 prospectus, updating it with new information from a recent Form 8-K.
What stock-for-preferred exchange did WHLR report on July 14, 2026?
Wheeler agreed to issue 352,000 common shares to an unaffiliated investor in exchange for 6,400 Series B and 1,600 Series D preferred shares, which were then retired and cancelled, with no cash changing hands.
Did Wheeler Real Estate Investment Trust (WHLR) receive cash proceeds from this exchange?
No, the company did not receive any cash proceeds. The consideration was purely an exchange of 352,000 common shares for the investor’s preferred shares, which were subsequently retired and cancelled.
Under what legal exemption was WHLR’s common stock issued in this transaction?
The issuance relied on Section 3(a)(9) of the Securities Act of 1933, covering exchanges with existing security holders, with no commission or other remuneration paid for soliciting the transaction.
Does this 8-K constitute an offer to exchange other WHLR securities?
No. The report states it does not constitute an offer to exchange any of the company’s securities for common stock, Series B preferred, Series D preferred, or other company securities.
Prospectus Supplement No. 3 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 2, 2026) | Registration No. 333-296944 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 3 (this “Prospectus Supplement”) to our Prospectus, dated July 2, 2026 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,090,365 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 July 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 July 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): July 14, 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 July 14, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 352,000 shares of its common stock, $0.01 par value per share (the “Common Stock”) to an unaffiliated holder of the Company's securities (the “Investor”) in exchange for 6,400 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 1,600 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of two hundred twenty shares of Common Stock in exchange for four 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: July 20, 2026