Wheeler Real Estate (WHLR) taps Jason Simone as CFO, updates prospectus
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. filed Prospectus Supplement No. 59 to its July 22, 2021 prospectus, relating to the issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on its 7.00% Subordinated Convertible Notes due 2031. The supplement incorporates and updates disclosure with a Current Report on Form 8-K.
Effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. He has served in roles of increasing responsibility at the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc. The company states there are no related-party transactions or family relationships requiring disclosure and that no new compensatory arrangements will be entered into in connection with his appointment.
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Key Figures
Subordinated Convertible Notes Coupon: 7.00%
Notes Maturity: 2031
CFO Appointment Date: August 10, 2026
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4 metrics
Subordinated Convertible Notes Coupon
7.00%
Interest rate on Subordinated Convertible Notes due 2031
Notes Maturity
2031
Maturity year of 7.00% Subordinated Convertible Notes
CFO Appointment Date
August 10, 2026
Effective date of Jason F. Simone’s appointment as Chief Financial Officer
CFO Age
48
Age of Jason F. Simone at time of appointment as CFO
Key Terms
Prospectus Supplement, Series D Cumulative Convertible Preferred Stock, Subordinated Convertible Notes, Emerging growth company
4 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 59 to our Prospectus, dated July 22, 2021"
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.
Series D Cumulative Convertible Preferred Stock financial
"our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated"
Subordinated Convertible Notes financial
"7.00% Subordinated Convertible Notes due 2031"
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Offering Details
shelf
Offering
Offering Type
shelf
FAQ
What does Wheeler Real Estate Investment Trust (WHLR) disclose in Prospectus Supplement No. 59?
Wheeler Real Estate Investment Trust, Inc. files Prospectus Supplement No. 59 to update its prospectus for issuing Series B and Series D preferred stock as interest payments on its 7.00% Subordinated Convertible Notes due 2031, incorporating new Form 8-K information.
What securities can WHLR issue under this updated prospectus supplement?
The company may issue Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock from time to time as interest payments on its 7.00% Subordinated Convertible Notes due 2031, according to the updated prospectus supplement language.
What leadership change does WHLR report in the August 14, 2026 Form 8-K?
Effective August 10, 2026, Wheeler Real Estate Investment Trust, Inc. appointed Jason F. Simone as Chief Financial Officer. He previously served as the company’s Director of Corporate Finance and has been with the company since 2022.
Does WHLR disclose any new compensation agreement for its new CFO Jason Simone?
The company states that no new compensatory arrangements will be entered into with Jason F. Simone in connection with his appointment as Chief Financial Officer, indicating existing arrangements remain in place without additional disclosed incentives.
What risk reminder does WHLR give investors in this prospectus supplement?
The company states that investing in its securities involves a high degree of risk and directs investors to review the “Risk Factors” section beginning on page 5 of the prospectus and similar sections in any amendments or supplements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 59 | 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. 59 (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 August 14, 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 August 14, 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 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 10, 2026, Jason F. Simone was appointed to serve as the Company’s Chief Financial Officer.
Mr. Simone, age 48, has been employed by the Company since 2022 in various positions of increasing responsibility, mostly recently as the Company’s Director of Corporate Finance. In these positions, Mr. Simone was responsible for corporate accounting, capital markets, corporate finance, and investor relations. Prior to joining the Company, Mr. Simone was employed by Cedar Realty Trust, Inc., which is now the Company’s wholly-owned subsidiary, where he was responsible for corporate accounting and finance.
There is no arrangement or understanding between Mr. Simone and any other person pursuant to which Mr. Simone was appointed Chief Financial Officer, nor does he have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Simone has no family relationships with any of the Company’s directors or executive officers.
No new compensatory arrangements will be entered into with Mr. Simone in connection with his appointment as the Company’s Chief Financial Officer.
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 14, 2026