Conversion price cut to $1.03 as WHLR (NASDAQ: WHLR) issues 301,743 shares
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. adjusted the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share, reflecting conversions tied to May redemptions of Series D Cumulative Convertible Preferred Stock. The May Holder Redemption Date (May 5, 2026) processed eight requests redeeming 13,745 Series D shares at a Redemption Price of approximately $40.99 per share, settled by issuing 301,743 shares of Common Stock. The ten‑day volume weighted average closing price preceding May 5, 2026 was approximately $1.87, which drove the conversion adjustment to ~$1.03 (about 24.34 Common Shares per $25.00 principal). As of May 5, 2026, the company reported 1,042,613 shares of Common Stock and 1,762,819 shares of Series D Preferred Stock outstanding.
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Insights
Conversion mechanics reduced Note conversion price to ~$1.03 after Series D redemptions.
The filing documents an automatic adjustment under Section 14.02 (Optional Conversion) tied to the Series D Preferred Stock redemptions; the ten‑day VWAP of $1.87 for Common Stock led to a conversion price of approximately $1.03, or about 24.34 shares per $25 principal.
Cash‑flow treatment for these redemptions was equity issuance: 13,745 Series D shares in May settled via issuance of 301,743 Common Shares. Subsequent monthly Holder Redemption Dates and the redemption deadline are listed; timing for the next Holder Redemption Date is June 5, 2026. Further activity will depend on holder election behavior; cash‑flow treatment is equity issuance per the disclosed redemptions.
Key Figures
Adjusted conversion price: $1.03 per share
Ten‑day VWAP: $1.87 per share
Common shares issued in May: 301,743 shares
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8 metrics
Adjusted conversion price
$1.03 per share
Conversion price for 7.00% Subordinated Convertible Notes due 2031 after May redemptions
Ten‑day VWAP
$1.87 per share
Volume weighted average closing price for ten trading days preceding May 5, 2026
Common shares issued in May
301,743 shares
Shares issued to settle May Series D Preferred redemptions
Series D shares redeemed in May
13,745 shares
Series D Preferred Stock redeemed on May 5, 2026
Redemption Price
$40.99 per share
Approximate redemption price for Series D (includes $25.00 principal plus accrued dividends)
Shares per $25 principal
24.34 shares
Approximate Common Shares issued per $25.00 principal of Notes after adjustment
Cumulative Series D redemptions
1,796,028 shares
Total Series D Preferred Stock redeemed to date
Common shares outstanding
1,042,613 shares
Shares of Common Stock outstanding as of May 5, 2026
Key Terms
Holder Redemption Date, Optional Conversion (Section 14.02), volume weighted average (VWAP), Redemption Price
4 terms
Holder Redemption Date regulatory
"The 32nd monthly "Holder Redemption Date" occurred on May 5, 2026."
Optional Conversion (Section 14.02) financial
"pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031"
volume weighted average (VWAP) market
"The volume weighted average of the closing sales price ... for the ten consecutive trading days ... was approximately $1.87."
Redemption Price financial
"redeeming 13,745 shares of Series D Preferred Stock for a redemption price of approximately $40.99 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 its 7.00% Notes after May redemptions?
The Company adjusted the conversion price to approximately $1.03 per share. This reflects the ten‑day VWAP of $1.87 preceding the May 5, 2026 Holder Redemption Date and the indenture's Optional Conversion mechanics.
How did WHLR settle the May 2026 Series D redemptions?
The Company settled the May redemptions by issuing 301,743 shares of Common Stock in exchange for the redeemed Series D Preferred Stock. The filing states equity issuance was the method of settlement.
When is the next Series D Holder Redemption Date and how do holders participate?
The next monthly Holder Redemption Date is June 5, 2026, with a redemption deadline noted as May 25, 2026. Redemption forms and FAQs are available at the company’s Series D redemption webpage linked in the filing.
Prospectus Supplement No. 41 | 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. 41 (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 May 6, 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 May 6, 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): May 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 May 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 $1.87. 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 $1.03 per share of Common Stock (approximately 24.34 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.87.
Results of May 2026 Series D Preferred Stock Redemptions
•The 32nd monthly “Holder Redemption Date” occurred on May 5, 2026.
•The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 13,745 shares of Series D Preferred Stock for a redemption price of approximately $40.99 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the May 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 301,743 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 May 5, 2026 Holder Redemption Date was approximately $1.87.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 415 redemption requests, collectively redeeming 1,796,028 shares of Series D Preferred Stock.
•The Company has issued approximately 502,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of May 5, 2026, the Company had 1,042,613 shares of Common Stock and 1,762,819 shares of Series D Preferred Stock outstanding.
June 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is May 25, 2026.
•The next monthly Holder Redemption Date will occur on June 5, 2026.
•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. 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: May 6, 2026