Wheeler REIT (NASDAQ: WHLR) swaps preferred shares for common stock in private exchanges

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. agreed on February 26, 2026 to exchange preferred shares for common stock and to issue Series D preferred in a non-public subscription. The company issued a total of 60,000 shares of Common Stock in separate exchanges for 2,000 shares of Series D Preferred Stock and 4,000 shares of Series B Preferred Stock. Each exchange used a 30-for-2 (Series B) and 30-for-1 (Series D) conversion ratio as described. The Company received no cash proceeds and retired the exchanged preferred shares.

The company also issued 80,000 shares of Series D Preferred Stock in consideration for 120,000 shares of 6.50% Series C Preferred Stock of its subsidiary Cedar Realty Trust, Inc.; those subsidiary shares were contributed back and retired. Both transactions relied on exemptions from registration under the Securities Act.

Insights

Capital Markets Attorney

Exchanges and issuance were structured as non-public, exempt transactions.

The filings state the Common Stock exchanges and the Series D subscription were completed on February 26, 2026 using specific share-for-share consideration and exemptions under Section 3(a)(9) and Section 4(a)(2) of the Securities Act. The Company received no cash proceeds for the private exchanges.

Legal dependencies include the continuing validity of the cited exemptions and customary settlement cycles. Subsequent disclosures will show any effect on outstanding preferred and common share counts.

Corporate Finance Analyst

Transactions reorganize preferred holdings without cash changing hands.

The Company issued 60,000 common shares to retire 6,000 preferred shares (aggregate of Series B and D exchanged) and separately issued 80,000 Series D shares for 120,000 Cedar Series C shares which were retired. These are balance-sheet-equity exchanges rather than capital raises.

Impact on dilution and capitalization depends on total outstanding share counts not provided here; future periodic filings may quantify net effects.

Prospectus Supplement No. 33

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated July 22, 2021)

Registration No. 333-256699

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 33 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred Stock and our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated Convertible Notes due 2031. 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 March 4, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 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 March 4, 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): February 26, 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

Exchange Transactions

On February 26, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue a total of 60,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Exchange Investor”) in separate exchanges for a total of 2,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 4,000 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”). Each transaction involved the issuance of thirty shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

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 Exchange 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 Exchange 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 transactions.

Sale of Series D Preferred Stock

On February 26, 2026, the Company entered into a subscription agreement with an unaffiliated investor (the “Series D Investor”) pursuant to which the Company issued 80,000 shares of its Series D Preferred Stock in consideration for 120,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the “Cedar Series C Preferred Stock”) of the Company’s subsidiary Cedar Realty Trust, Inc. (“Cedar”) held by the Series D Investor. Immediately following the closing of such transaction, the Company contributed the acquired Cedar Series C Preferred Stock to Cedar and those shares were retired.

The Company issued the Series D Preferred Stock to the Series D Investor in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

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, nor an offer to sell or the solicitation of an offer to buy any 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: March 4, 2026

FAQ

What did WHLR file on March 4, 2026?

The company filed a Prospectus Supplement and an 8-K disclosing preferred-for-common exchanges and a private Series D issuance on February 26, 2026. The filings describe share-for-share transactions and reliance on Securities Act exemptions.

How many common shares did WHLR issue in the exchanges?

Wheeler issued 60,000 shares of Common Stock in separate exchanges for preferred shares. Each exchange followed the stated per-share exchange ratios and settled on customary cycles.

Were any cash proceeds received by WHLR from these transactions?

No. The company states it did not receive any cash proceeds from the exchanges, and the preferred shares exchanged were retired and cancelled.

What consideration did WHLR give for the 80,000 Series D preferred shares?

The Company issued 80,000 Series D Preferred Stock in exchange for 120,000 shares of Cedar's 6.50% Series C Preferred Stock; those subsidiary shares were contributed back to Cedar and retired.

Under what exemptions were the securities issued?

The Common Stock exchanges relied on Section 3(a)(9) of the Securities Act; the Series D subscription relied on Section 4(a)(2), each cited as non-public offerings or exchanges with existing holders.