Wheeler (WHLR) reports Series D redemptions, adjusts Notes conversion price
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement and a Form 8-K reporting Series D Preferred Stock redemptions and an associated adjustment to the conversion price of its 7.00% Subordinated Convertible Notes due 2031.
The company reports the June redemption round on June 5, 2026: six holders redeemed 7,700 shares of Series D Preferred Stock for a Redemption Price of approximately $41.07 per share, settled by issuing 251,090 shares of Common Stock. The lowest conversion price observed for Series D conversions in June was approximately $1.26, which triggered an adjustment of the Notes' conversion price to approximately $0.69 per share (about 36.09 shares per $25.00 principal). Cumulative redemptions to date total 1,803,728 Series D shares, with approximately 753,000 Common Shares issued in settlement. Shares outstanding as of June 5, 2026 were reported as 2,194,353 Common and 1,765,162 Series D Preferred.
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Insights
Adjustment to the Notes' conversion price follows Series D conversions and is a contractual mechanical effect under the indenture.
The filing states the Notes' conversion price was adjusted to approximately $0.69 per share pursuant to Section 14.02 (Optional Conversion) of the indenture, triggered by Series D Preferred conversions with a lowest observed conversion price of approximately $1.26. This is an explicit, formula-driven adjustment disclosed in the filing.
The filing also lists redemption procedures and upcoming Holder Redemption Date on July 6, 2026. Any legal implications flow from the indenture language; timing and parties for future redemptions are governed by the stated redemption process.
Monthly Series D redemptions continue to convert preferred into common stock, increasing common share issuance.
The June round redeemed 7,700 Series D shares settled with 251,090 Common shares; cumulative redemptions are 1,803,728 Series D shares with ~753,000 Common shares issued in aggregate. The filing shows a ten-day VWAP of $1.26 used in conversion mechanics.
Future redemptions remain holder‑driven under the posted procedures; the filing reports the next deadline as June 25, 2026 and next Holder Redemption Date as July 6, 2026. Operational and dilution effects depend on holder participation levels disclosed in subsequent filings.
Key Figures
Adjusted conversion price: $0.69 per share
Series D lowest conversion price: $1.26 per share
Shares issued to settle June redemptions: 251,090 shares
+5 more
8 metrics
Adjusted conversion price
$0.69 per share
Conversion price for 7.00% Notes after June redemptions
Series D lowest conversion price
$1.26 per share
Lowest Series D conversion price observed in June; ten-day VWAP preceding June 5, 2026
Shares issued to settle June redemptions
251,090 shares
Common Stock issued to settle June 5, 2026 redemptions
Series D shares redeemed in June
7,700 shares
Series D Preferred Stock redeemed on June 5, 2026
Redemption price (per Series D share)
$41.07 per share
Redemption Price for Series D on June 5, 2026 (approx.)
Cumulative Series D redemptions
1,803,728 shares
Total Series D shares redeemed to date
Common shares issued cumulative
Approximately 753,000 shares
Common Stock issued in aggregate to settle cumulative redemptions
Outstanding shares as of June 5, 2026
2,194,353 Common; 1,765,162 Series D
Reported outstanding share counts as of June 5, 2026
Key Terms
Holder Redemption Date, conversion price, volume weighted average, Redemption Price
4 terms
Holder Redemption Date financial
"The 33rd monthly "Holder Redemption Date" occurred on June 5, 2026."
conversion price financial
"the conversion price for the Notes was further adjusted to approximately $0.69 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
volume weighted average financial
"The volume weighted average of the closing sales price ... for the ten consecutive trading days ... was approximately $1.26."
A volume weighted average is an average that gives more weight to values accompanied by larger quantities—so higher-volume trades or measurements pull the average closer to the prices where more activity happened. For investors, it reveals the price level that most trading actually supported, helping judge whether a trade or price move was driven by substantial participation or by a few small trades, much like averaging grades where final exams count more than short quizzes.
Redemption Price financial
"redeeming 7,700 shares of Series D Preferred Stock for a redemption price of approximately $41.07 per share"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What conversion price did WHLR set for the 7.00% Notes after June redemptions?
The company adjusted the Notes' conversion price to approximately $0.69 per share, reflecting the conversion mechanics tied to Series D redemptions and the reported $1.26 observed Series D conversion price.
What cumulative Series D redemption activity has WHLR reported?
To date the company reports processing 421 redemption requests, redeeming 1,803,728 Series D shares and issuing approximately 753,000 Common shares in aggregate to settle those redemptions.
What volume-weighted price did WHLR use to calculate conversions for June?
The filing reports a ten‑day volume weighted average closing price of Common Stock of approximately $1.26 for the period immediately preceding the June 5, 2026 Holder Redemption Date.
Prospectus Supplement No. 47 | 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. 47 (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 June 8, 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 June 8, 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): June 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 June 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 $1.26. 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 $0.69 per share of Common Stock (approximately 36.09 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.26.
Results of June 2026 Series D Preferred Stock Redemptions
•The 33rd monthly “Holder Redemption Date” occurred on June 5, 2026.
•The Company processed six redemption requests from holders of its Series D Preferred Stock, collectively redeeming 7,700 shares of Series D Preferred Stock for a redemption price of approximately $41.07 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the June 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 251,090 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 June 5, 2026 Holder Redemption Date was approximately $1.26.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 421 redemption requests, collectively redeeming 1,803,728 shares of Series D Preferred Stock.
•The Company has issued approximately 753,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of June 5, 2026, the Company had 2,194,353 shares of Common Stock and 1,765,162 shares of Series D Preferred Stock outstanding.
July 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is June 25, 2026.
•The next monthly Holder Redemption Date will occur on July 6, 2026 (the "July Redemption Date").
•Based on historical amounts of monthly redemption requests, it is very possible that the Company will not have enough shares of registered Common Stock from its current registration statement to settle redemption requests on the July Redemption Date. •The Company plans to file a new registration statement to register additional shares of Common Stock to cover future monthly redemption requests but there can be no assurance that it will be declared effective in advance of the July Redemption Date. •If the new registration statement is not effective by the July Redemption Date, the Company would likely issue unregistered Common Stock to settle redemption requests OR delay delivery of registered Common Stock pending SEC clearance of the new registration statement. | ||
•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: June 8, 2026