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Wheeler Real Estate (WHLR) names new CFO and updates 100M-share stock shelf

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement relating to 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 attaches a Current Report on Form 8-K dated August 14, 2026, which discloses that, effective August 10, 2026, Jason F. Simone, age 48, was appointed Chief Financial Officer. Simone has served the company since 2022, most recently as Director of Corporate Finance, and previously worked at Cedar Realty Trust, Inc., now a wholly owned subsidiary. The company states there are no related-party arrangements, material interests in transactions, or new compensatory arrangements connected with his appointment.

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Shelf capacity 100,090,365 shares of common stock Issuance from time to time under prospectus dated July 2, 2026
Par value per common share $0.01 Par value of Wheeler common stock registered for issuance
CFO appointment effective 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 Chief Financial Officer
Subordinated convertible notes coupon 7.00% Rate on Subordinated Convertible Notes due 2031 listed as WHLRL
Subordinated convertible notes maturity 2031 Maturity year of 7.00% Subordinated Convertible Notes due 2031
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 9 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.
Current Report on Form 8-K regulatory
"We have attached to this Prospectus Supplement our Current Report on Form 8-K filed"
A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
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.
Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock | | WHLRD | | Nasdaq Capital Market"
A class of preferred shares that pays fixed dividends which accumulate if they are skipped, and that can be converted into common shares at a predetermined rate. Think of it as a hybrid between a savings account that guarantees missed interest later and a ticket that can be exchanged for ordinary ownership; investors care because it provides steady income protection and priority in payouts while also posing potential dilution to common shareholders if converted.
Subordinated Convertible Notes financial
"7.00% Subordinated Convertible Notes due 2031 | | WHLRL | | Nasdaq Capital Market"
Offering Type shelf

FAQ

What does Wheeler Real Estate Investment Trust (WHLR) register in this prospectus supplement?
Wheeler Real Estate Investment Trust registers the issuance from time to time of up to 100,090,365 shares of its common stock, par value $0.01 per share, under its existing July 2, 2026 prospectus.

What 8-K information is included in Wheeler (WHLR)'s Prospectus Supplement No. 9?
Prospectus Supplement No. 9 attaches Wheeler’s Form 8-K filed on August 14, 2026, which updates disclosure and should be read together with the July 2, 2026 prospectus and its prior supplements.

Who was appointed Chief Financial Officer of Wheeler (WHLR) and when?
Effective August 10, 2026, Wheeler appointed Jason F. Simone, age 48, as Chief Financial Officer. He previously served as the company’s Director of Corporate Finance and has been employed there since 2022.

Does Wheeler (WHLR) disclose any new compensation arrangement for its new CFO?
Wheeler states that no new compensatory arrangements will be entered into with Jason F. Simone in connection with his appointment as Chief Financial Officer, indicating his role changes without a newly disclosed pay package.

What securities of Wheeler (WHLR) are listed on Nasdaq?
Wheeler lists its common stock, $0.01 par value (WHLR), Series B Convertible Preferred (WHLRP), Series D Cumulative Convertible Preferred (WHLRD), and 7.00% Subordinated Convertible Notes due 2031 (WHLRL) on the Nasdaq Capital Market.

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Prospectus Supplement No. 9
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated July 2, 2026) Registration No. 333-296944

wheelerlogoa05a.jpg

Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 9 (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 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 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 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)  
Maryland001-3571345-2681082
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareWHLR
Nasdaq Capital Market
Series B Convertible Preferred StockWHLRP
Nasdaq Capital Market
Series D Cumulative Convertible Preferred StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
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


Source: View Original Filing on SEC EDGAR