Wheeler REIT (WHLR) swaps preferred shares for common stock in exempt exchanges
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. may issue from time to time up to 100,090,365 shares of common stock under its July 2, 2026 prospectus, as updated by this supplement. The supplement attaches a current report describing recent unregistered exchanges of preferred stock into common stock.
Between July 29 and August 4, 2026, the company agreed with several unaffiliated investors to issue multiple blocks of common stock in exchange for outstanding Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock. The company received no cash in these exchanges, relied on the Section 3(a)(9) exemption, and retired and cancelled all preferred shares surrendered.
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Filing Explained
Settled preferred-stock exchanges added common shares and reduced existing holders’ percentage ownership, with no cash proceeds to the company.
Wheeler Real Estate Investment Trust filed a prospectus supplement updating its July 2 prospectus and attaching a Form 8-K about unregistered exchanges of preferred stock for common stock. The exchanges were agreed from
The disclosed common-stock amounts were 7 shares on July 29, 150,030 on July 30, 387,937 on July 31, 208,900 on August 3, and 255,500 on August 4, exchanged for specified amounts of Series B and/or Series D preferred stock.
The filing specifies exchange ratios of seven or ten common shares for one Series B preferred share, 13 common shares for one Series B share, 16 common shares for one Series B share, and 107, 127, or 146 common shares for combinations of Series B and Series D preferred stock. The prospectus separately describes issuance of up to 100,090,365 common shares, while the attached report describes the dated exchanges rather than stating that the full amount was issued.
Key Figures
Common stock registered: 100,090,365 shares
July 29 common issued: 7 shares
July 30 common issued: 150,030 shares
+3 more
6 metrics
Common stock registered
100,090,365 shares
Maximum common shares issuable from time to time under the July 2, 2026 prospectus
July 29 common issued
7 shares
Issued for exchange of 1 share of Series B Convertible Preferred Stock
July 30 common issued
150,030 shares
Issued to three investors for 15,003 shares of Series B Preferred Stock
July 31 common issued
387,937 shares
Issued to four investors for 20,339 Series B and 2,246 Series D Preferred shares
August 3 common issued
208,900 shares
Issued to four investors for 10,300 Series B and 700 Series D Preferred shares
August 4 common issued
255,500 shares
Issued to one investor for 7,000 Series B and 1,750 Series D Preferred shares
Key Terms
Prospectus Supplement, unregistered sales of equity securities, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, +2 more
6 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 5 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 On July 29, 2026"
Series B Convertible Preferred Stock financial
"in exchange for one share of the Company’s Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Series D Cumulative Convertible Preferred Stock financial
"2,246 shares of the Company's Series D Cumulative Convertible Preferred Stock"
Section 3(a)(9) regulatory
"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.
customary settlement cycles financial
"The transactions settled in accordance with customary settlement cycles"
Offering Details
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Offering
Offering Type
shelf
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FAQ
What does Wheeler Real Estate Investment Trust (WHLR) register in this prospectus supplement?
The company may issue from time to time up to 100,090,365 shares of its common stock, par value $0.01 per share, under the July 2, 2026 prospectus as updated by this prospectus supplement.
What equity exchange did WHLR report for July 29, 2026?
On July 29, 2026, Wheeler Real Estate Investment Trust agreed to issue 7 common shares in exchange for 1 share of its Series B Convertible Preferred Stock to an unaffiliated holder, with no cash proceeds to the company.
What exchanges did WHLR complete on July 30, 2026?
On July 30, 2026, the company agreed to issue an aggregate 150,030 common shares to three unaffiliated investors in six exchanges for an aggregate 15,003 Series B Preferred shares, at a ratio of ten common shares for each preferred share.
How did WHLR exchange preferred stock on July 31, 2026?
On July 31, 2026, Wheeler Real Estate Investment Trust agreed to issue 387,937 common shares to four investors for 20,339 Series B and 2,246 Series D preferred shares, using exchange ratios of 13:1 and 107:5 for common to preferred.
What were the August 3 and August 4, 2026 exchanges by WHLR?
On August 3, 2026, WHLR agreed to issue 208,900 common shares for 10,300 Series B and 700 Series D preferred shares; on August 4, it agreed to issue 255,500 common shares for 7,000 Series B and 1,750 Series D preferred shares.
Did WHLR receive cash in these preferred-for-common exchanges?
No. Wheeler Real Estate Investment Trust states that it did not receive any cash proceeds from these transactions. The exchanged preferred shares were retired and cancelled after the exchanges were completed.
What securities law exemption did WHLR rely on for these exchanges?
The company issued the common stock in reliance on Section 3(a)(9) of the Securities Act, treating the exchanges as transactions with existing security holders and paying no commissions or other remuneration for soliciting the exchanges.
Prospectus Supplement No. 5 | 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. 5 (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 August 5, 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 5, 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 30, 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 29, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue seven shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “July 29 Investor”) in exchange for one share of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). The transaction involved the issuance of seven shares of Common Stock in exchange for one share of Series B Preferred Stock. The transaction settled in accordance with customary settlement cycles.
On July 30, 2026, the Company agreed to issue an aggregate amount of 150,030 shares of Common Stock to three unaffiliated holders of the Company’s securities (together, the “July 30 Investors”) in six separate exchanges for an aggregate amount of 15,003 shares of the Series B Preferred Stock. These transactions each involved the issuance of ten shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On July 31, 2026, the Company agreed to issue an aggregate amount of 387,937 shares of Common Stock to four unaffiliated holders of the Company’s securities ( together, the “July 31 Investors”) in four separate exchanges for an aggregate amount of 20,339 shares of the Series B Preferred Stock and 2,246 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”). Two transactions each involved the issuance of 13 shares of Common Stock in exchange for one share of Series B Preferred Stock. Two transactions each involved the issuance of one hundred seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On August 3, 2026, the Company agreed to issue an aggregate amount of 208,900 shares of Common Stock to four unaffiliated holders of the Company’s securities ( together, the “August 3 Investors”) in four separate exchanges for an aggregate amount of 10,300 shares of the Series B Preferred Stock and 700 shares of the Series D Preferred Stock. Three transactions each involved the issuance of 16 shares of Common Stock in exchange for one share of Series B Preferred Stock. One of the transactions involved the issuance of one hundred twenty-seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On August 4, 2026, the Company agreed to issue 255,500 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 4 Investor”) in exchange for 7,000 shares of the Series B Preferred Stock and 1,750 shares of the Company's Series D Preferred Stock. The transaction involved the issuance of one hundred forty-six 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.
Prior to the transaction of July 30, 2026, the Company issued, on July 29, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.
The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the July 29 Investor, the July 30 Investors, the July 31 Investors, the August 3 Investors and the August 4 Investor (together, the "Investors") 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 Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.
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: August 5, 2026