Wheeler agrees to issue 566,670 shares for preferred

The exchanged preferred shares were retired and cancelled, and Wheeler reported no cash proceeds from the exchange transactions.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) reported agreements to issue common stock in exchange for Series B and Series D preferred shares. On September 8, 2026, it agreed to issue 189,200 common shares, stated on a pre-split basis, for 4,400 Series B shares and 1,100 Series D shares; the company said the issuance represented approximately 21,022 common shares after its one-for-nine reverse split effective September 21, 2026.

On September 23, 2026, WHLR agreed to issue 162,244 common shares for 41,061 Series B shares, and an aggregate 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., and Stilwell Associates, L.P. for 58,120 Series B shares and 14,530 Series D shares. Joseph Stilwell, a member of the board, is the managing member and owner of the general partner of those entities. WHLR said it received no cash proceeds and that the exchanged preferred shares were retired and cancelled; settlement is expected in accordance with customary settlement cycles.

Key Figures

September 8 common shares, pre-split: 189,200 shares September 8 common shares, post-split: Approximately 21,022 shares September 23 investor common shares: 162,244 shares +4 more

7 metrics

September 8 common shares, pre-split 189,200 shares Agreed issuance on September 8, 2026

September 8 common shares, post-split Approximately 21,022 shares The September 8, 2026 issuance as described after the one-for-nine reverse split

September 23 investor common shares 162,244 shares Agreed issuance on September 23, 2026

September 23 investor Series B shares exchanged 41,061 shares Exchange on September 23, 2026

Stilwell Investors common shares 566,670 shares Aggregate agreed issuance on September 23, 2026

Stilwell Investors Series B shares exchanged 58,120 shares Aggregate exchanges on September 23, 2026

Stilwell Investors Series D shares exchanged 14,530 shares Aggregate exchanges on September 23, 2026

Key Terms

reverse stock split, Section 3(a)(9) of the Securities Act, customary settlement cycles, 7.00% Subordinated Convertible Notes due 2031

4 terms

reverse stock split technical

"one-for-nine reverse stock split of the Common Stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Section 3(a)(9) of the Securities Act regulatory

"exemption from the registration requirements ... contained in Section 3(a)(9)"

customary settlement cycles financial

"settle in accordance with customary settlement cycles"

7.00% Subordinated Convertible Notes due 2031 financial

"interest payment on our 7.00% Subordinated Convertible Notes due 2031"

Offering Details

shelf

Offering

Offering Type shelf

Securities Offered Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on 7.00% Subordinated Convertible Notes due 2031

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WHLR common shares did the September 23 exchanges cover?

WHLR agreed to issue 162,244 common shares for 41,061 Series B shares, and an aggregate 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., and Stilwell Associates, L.P. for 58,120 Series B shares and 14,530 Series D shares.

What exchange ratios did WHLR report for the September 2026 exchanges?

The September 8 exchange involved 172 common shares for four Series B shares and one Series D share. On September 23, one exchange involved four common shares for one Series B share, and the Stilwell exchanges involved 39 common shares for four Series B shares and one Series D share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 06:16 PM Accepted by SEC EDGAR 09/29/2026 - 04:43 PM Learn about SEC filing dates

Prospectus Supplement No. 67

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. 67 (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 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 September 29, 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 September 29, 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): September 23, 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 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 September 8, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 189,200 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “September 8 Investor”) in exchange for 4,400 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 1,100 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”). The transaction involved the issuance of one hundred seventy-two shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Common Stock share amounts set forth in this paragraph are presented on a pre-split basis and do not give effect to the one-for-nine reverse stock split of the Common Stock effected on September 21, 2026; on a post-split basis, the September 8, 2026 issuance represented approximately 21,022 shares of Common Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

On September 23, 2026, the Company agreed to issue 162,244 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “September 23 Investor”) in exchange for 41,061 shares of Series B Preferred Stock. The transaction involved the issuance of four shares of Common Stock in exchange for one share of Series B Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

Also on September 23, 2026, the Company agreed to issue an aggregate amount of 566,670 shares of Common Stock to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. (collectively, the “Stilwell Investors”), in two separate exchanges for an aggregate amount of 58,120 shares of Series B Preferred Stock and 14,530 shares of Series D Preferred Stock. Joseph Stilwell, a member of the Company's Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Stilwell Investors. The transactions involved the issuance of thirty-nine shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Company expects the transactions to settle in accordance with customary settlement cycles.

Prior to the transactions of September 23, 2026, the Company issued, on September 8, 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 September 8 Investor, the September 23 Investor and the Stilwell Investors (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/ JASON F. SIMONE
						Name: Jason F. Simone
						Title: Chief Financial Officer

Dated: September 29, 2026