Wheeler REIT to issue 918K common shares in Oct. 6 swap

Four October exchanges involved agreed common-share issuances for preferred shares; Wheeler reported no cash proceeds and said the exchanged preferred shares were canceled.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) Supplement No. 6 relates to selling stockholders’ offer and sale of up to 710,466 shares of Series B Preferred Stock.

Separately, the company agreed to issue 917,868 common shares for 53,058 Series B and 10,758 Series D preferred shares on October 6, 2026; 780,881 common shares for 48,529 Series B and 2,475 Series D preferred shares on October 7, 2026; 824,696 common shares for 33,372 Series B and 4,000 Series D preferred shares on October 8, 2026; and 125,874 common shares for 6,993 Series B preferred shares on October 9, 2026. Wheeler said it received no cash proceeds from these exchanges and that the preferred shares exchanged were retired and canceled. Settlement was expected in accordance with customary settlement cycles.

Filing Explained

The report says Wheeler issued the common shares in exchanges for preferred shares, while settlement was still expected under customary settlement cycles. That issuance increases the common-share count and reduces existing holders’ percentage ownership; the filing thus describes dilution, not just a proposed exchange.

Key Figures

Series B Preferred Stock offered for resale: Up to 710,466 shares October 6 exchange: 917,868 common shares for 53,058 Series B preferred shares and 10,758 Series D preferred shares October 7 exchange: 780,881 common shares for 48,529 Series B preferred shares and 2,475 Series D preferred shares +2 more

5 metrics

Series B Preferred Stock offered for resale Up to 710,466 shares By selling stockholders

October 6 exchange 917,868 common shares for 53,058 Series B preferred shares and 10,758 Series D preferred shares October 6, 2026

October 7 exchange 780,881 common shares for 48,529 Series B preferred shares and 2,475 Series D preferred shares October 7, 2026

October 8 exchange 824,696 common shares for 33,372 Series B preferred shares and 4,000 Series D preferred shares October 8, 2026

October 9 exchange 125,874 common shares for 6,993 Series B preferred shares October 9, 2026

Key Terms

Series D Cumulative Convertible Preferred Stock, Section 3(a)(9), without par value, customary settlement cycles

4 terms

Series D Cumulative Convertible Preferred Stock financial

"shares of the Company's Series D Cumulative Convertible Preferred Stock"

Section 3(a)(9) regulatory

"exemption ... contained in Section 3(a)(9) of the Securities Act"

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.

without par value financial

"Series B Preferred Stock, without par value"

customary settlement cycles financial

"settle in accordance with customary settlement cycles"

Offering Details

secondary · Up to 710,466 shares

Offering

Offering Type secondary

Securities Offered Series B Preferred Stock

Offering Amount Up to 710,466 shares

FAQ

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How many WHLR Series B preferred shares can selling stockholders resell?

Selling stockholders may offer and sell up to 710,466 shares of Series B Preferred Stock under the prospectus supplement.

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Available on EDGAR 10/13/2026 - 06:06 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:13 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 6

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated September 11, 2026)

Registration No. 333-298634

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 6 (this “Prospectus Supplement”) to our Prospectus, dated September 11, 2026 (the “Prospectus”), relating to the offer and sale of up to 710,466 shares of Series B Preferred Stock, without par value (the “Series B Preferred Stock”), of Wheeler Real Estate Investment Trust, Inc. 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 October 13, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our Series B Preferred 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 October 13, 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): October 6, 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 October 6, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 917,868 shares of its common stock, $0.01 par value per share (the “Common Stock”), to several unaffiliated holders of the Company’s securities (together, the “October 6 Investors”) in exchange for an aggregate amount of 53,058 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 10,758 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”) in six separate transactions. Three of the transactions each involved the issuance of ten shares of Common Stock in exchange for one shares of Series B Preferred Stock. Three other transactions each involved the issuance of seventy-six 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 transaction to settle in accordance with customary settlement cycles.

On October 7, 2026, the Company agreed to issue an aggregate amount of 780,881 shares of Common Stock to several unaffiliated holders of the Company’s securities (together, the “October 7 Investors”) in exchange for an aggregate amount of 48,529 shares of Series B Preferred Stock and 2,475 shares of the Series D Preferred Stock in four separate transactions. Three transactions each involved the issuance of fourteen shares of Common Stock in exchange for one shares of Series B Preferred Stock. One transaction involved the issuance of ninety-seven 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 transaction to settle in accordance with customary settlement cycles.

On October 8, 2026, the Company agreed to issue an aggregate amount of 824,696 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “October 8 Investors”) in exchange for an aggregate amount of 33,372 shares of Series B Preferred Stock and 4,000 shares of the Series D Preferred Stock in two separate transactions. One transactions involved the issuance of eighteen shares of Common Stock in exchange for one shares of Series B Preferred Stock. The other transaction involved the issuance of one hundred twenty-eight 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 transaction to settle in accordance with customary settlement cycles.

On October 9, 2026, the Company agreed to issue an aggregate amount of 125,874 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “October 9 Investors”) in exchange for an aggregate amount of 6,993 shares of Series B Preferred Stock in two separate transactions. The transactions involved the issuance of eighteen shares of Common Stock in exchange for one shares of Series B Preferred Stock. The Company expects the transaction to settle 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 October 6 Investors, the October 7 Investors, the October 8 Investors and the October 9 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: October 13, 2026