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Wheeler REIT to issue 2.39M shares for preferred

WHLR updates its warrant resale prospectus and details preferred-for-common stock exchanges that retire outstanding preferred shares without raising cash.

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its March 20, 2026 prospectus covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders. The supplement attaches a current report describing recent equity exchanges.

On August 28, 2026, the company agreed to issue 2,392,520 shares of common stock to six unaffiliated investors in nine exchanges for an aggregate of 211,393 Series B Preferred and 21,918 Series D Preferred shares. On September 1, 2026, it agreed to issue 569,627 common shares to two unaffiliated investors in exchange for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash, and the exchanged preferred shares were retired and cancelled. These exchanges relied on the Section 3(a)(9) exemption as exchanges with existing security holders, with no commissions paid.

Positive

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Common stock registered under supplement 673,971 shares Maximum shares of common stock issuable upon exercise of warrants by selling stockholders
Common shares issued August 28, 2026 2,392,520 shares Common stock agreed to be issued to six investors in nine exchanges
Preferred exchanged August 28, 2026 – Series B 211,393 shares Series B Preferred Stock exchanged for common stock on August 28, 2026
Preferred exchanged August 28, 2026 – Series D 21,918 shares Series D Cumulative Convertible Preferred Stock exchanged for common stock on August 28, 2026
Common shares issued September 1, 2026 569,627 shares Common stock agreed to be issued to two investors in exchange for preferred stock
Preferred exchanged September 1, 2026 – Series B 22,279 shares Series B Preferred Stock exchanged for common stock on September 1, 2026
Preferred exchanged September 1, 2026 – Series D 5,000 shares Series D Cumulative Convertible Preferred Stock exchanged for common stock on September 1, 2026
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 27 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.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On August 28, 2026"
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.
Nasdaq Capital Market market
"Common Stock, $0.01 par value per share WHLR Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Offering Type shelf

FAQ

What does WHLR’s Prospectus Supplement No. 27 register?
Prospectus Supplement No. 27 covers the offer and sale of up to 673,971 shares of common stock of Wheeler Real Estate Investment Trust, Inc., issuable upon exercise of warrants by the selling stockholders identified in the underlying March 20, 2026 prospectus.

What exchange transactions did WHLR complete on August 28, 2026?
On August 28, 2026, WHLR agreed to issue 2,392,520 common shares to six unaffiliated investors in nine exchanges for an aggregate of 211,393 Series B Preferred and 21,918 Series D Preferred shares, with settlement on customary cycles.

What exchange transactions did WHLR complete on September 1, 2026?
On September 1, 2026, WHLR agreed to issue 569,627 common shares to two unaffiliated investors in exchange for 22,279 Series B Preferred shares and 5,000 Series D Preferred shares, with the transactions settling in accordance with customary settlement cycles.

Did WHLR receive cash from these August 28 and September 1, 2026 exchanges?
No. WHLR states that it did not receive any cash proceeds in the August 28 and September 1, 2026 exchange transactions; the consideration consisted of outstanding shares of Series B and Series D preferred stock.

What happened to the preferred stock exchanged in WHLR’s transactions?
WHLR reports that the shares of Series B Preferred Stock and Series D Preferred Stock received in the August 28 and September 1, 2026 exchanges have been retired and cancelled, removing those preferred shares from circulation.

Under what securities law exemption were WHLR’s exchanges conducted?
WHLR issued the common stock to the investors in reliance on Section 3(a)(9) of the Securities Act of 1933, treating the issuances as exchanges with existing holders of the company’s securities and stating that no commission or other remuneration was paid for soliciting the transactions.

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Prospectus Supplement No. 27
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated March 20, 2026) Registration No. 333-294263

wheelerlogoa05a.jpg

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 27 (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 September 2, 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 September 2, 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 28, 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 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 3.02 Unregistered Sales of Equity Securities

On August 28, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 2,392,520 shares of its common stock, $0.01 par value per share (the “Common Stock”), to six unaffiliated holders of the Company’s securities (together, the “August 28 Investors”) in nine separate exchanges for an aggregate amount of 211,393 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 21,918 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”). Four of the transactions each involved the issuance of sixty-four shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. Five of the transactions each involved the issuance of eight shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On September 1, 2026 the Company agreed to issue an aggregate amount of 569,627 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “September 1 Investors”) in exchange for 22,279 shares of the Series B Preferred Stock and 5,000 shares of the Series D Preferred Stock. One transaction involved the issuance of one hundred eight shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The other transaction involved the issuance of thirteen shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.

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 August 28 Investors, and the September 1 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/ M. Andrew Franklin
Name: M. Andrew Franklin
Title: Chief Executive Officer and President

Dated: September 2, 2026


Source: View Original Filing on SEC EDGAR