Wheeler REIT (WHLR) details 673,971-share warrant resale and 352,000-share preferred exchange
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement updating an existing prospectus that covers the resale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders. The supplement incorporates a recent current report describing an unregistered exchange transaction.
On July 14, 2026, the company agreed to issue 352,000 shares of common stock to an unaffiliated investor in exchange for 6,400 shares of Series B Convertible Preferred Stock and 1,600 shares of Series D Cumulative Convertible Preferred Stock. The exchange ratio was 220 common shares for four Series B shares plus one Series D share. The company received no cash, and the preferred shares exchanged were retired and cancelled. The exchange relied on the Section 3(a)(9) exemption from Securities Act registration.
Positive
- None.
Negative
- None.
Filing Explained
The filing records the July 14 exchange as settled and the 352,000 common shares as issued, placing the transaction at completion rather than merely at the agreement-to-issue stage.
Key Figures
Warrant shares registered for resale: 673,971 shares of common stock
Common shares issued in exchange: 352,000 shares of common stock
Series B Preferred exchanged: 6,400 shares of Series B Convertible Preferred Stock
+2 more
5 metrics
Warrant shares registered for resale
673,971 shares of common stock
Shares issuable upon exercise of warrants covered by the prospectus and supplement
Common shares issued in exchange
352,000 shares of common stock
Shares issued on July 14, 2026 in preferred-for-common exchange
Series B Preferred exchanged
6,400 shares of Series B Convertible Preferred Stock
Preferred shares surrendered by investor and retired
Series D Preferred exchanged
1,600 shares of Series D Cumulative Convertible Preferred Stock
Preferred shares surrendered by investor and retired
Exchange ratio
220 common shares
Issued for four Series B Preferred shares plus one Series D Preferred share
Key Terms
Prospectus Supplement, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, Unregistered Sales of Equity Securities, +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 17 to our Prospectus, dated March 20, 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.
Series B Convertible Preferred Stock financial
"in exchange for 6,400 shares of the Company’s Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Series D Cumulative Convertible Preferred Stock financial
"and 1,600 shares of the Company's Series D Cumulative Convertible Preferred Stock"
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Section 3(a)(9) regulatory
"in reliance upon the exemption from the registration requirements ... contained in Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
Offering Details
shelf/secondary
Offering
Offering Type
shelf/secondary
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Wheeler Real Estate Investment Trust (WHLR) register in this prospectus supplement?
The prospectus supplement updates a prior prospectus covering the resale of up to 673,971 shares of WHLR common stock issuable upon exercise of warrants held by selling stockholders. It also incorporates new disclosure from a recent Form 8-K.
What exchange transaction did WHLR complete on July 14, 2026?
On July 14, 2026, WHLR agreed to issue 352,000 common shares to an unaffiliated investor in exchange for 6,400 Series B and 1,600 Series D preferred shares. The exchanged preferred stock was retired and cancelled.
Did Wheeler Real Estate Investment Trust (WHLR) receive cash in the July 2026 exchange?
WHLR did not receive any cash proceeds from the July 14, 2026 exchange transaction. Instead, it issued common stock in return for outstanding preferred shares, which were then retired and cancelled, changing the company’s capital structure without raising cash.
Under which Securities Act exemption did WHLR issue common stock in the exchange?
WHLR relied on Section 3(a)(9) of the Securities Act for the July 14, 2026 exchange. This exemption applied because the common stock was issued to an existing security holder in exchange for outstanding company securities without any commission or remuneration.
Are the securities in WHLR’s exchange offer being generally offered to other holders?
No. The Form 8-K states it does not constitute an offer to exchange any WHLR securities generally. It only describes a specific exchange with a single unaffiliated investor for preferred shares already outstanding.
Prospectus Supplement No. 17 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated March 20, 2026) | Registration No. 333-294263 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 17 (this “Prospectus Supplement”) to our Prospectus, dated March 20, 2026 (the “Prospectus”), relating to the offer and sale of up to 673,971 shares of common stock, par value $0.01 per shares (“Common Stock”), of Wheeler Real Estate Investment Trust, Inc. issuable upon exercise of the warrants described therein by the selling stockholders identified in the Prospectus. 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 July 20, 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 July 20, 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): July 14, 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 3.02 Unregistered Sales of Equity Securities
On July 14, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 352,000 shares of its common stock, $0.01 par value per share (the “Common Stock”) to an unaffiliated holder of the Company's securities (the “Investor”) in exchange for 6,400 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 1,600 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 two hundred twenty shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.
The Company did not receive any cash proceeds in this transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
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/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: July 20, 2026