Wheeler REIT (WHLR) swaps preferred for common shares in updated prospectus

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. updates its prospectus covering the potential issuance from time to time of up to 100,043,323 shares of common stock. The attached Form 8-K describes a February 6, 2026 exchange in which the company issued 439,300 common shares to two investors in return for 19,100 Series D preferred shares and 38,200 Series B preferred shares. The preferred shares received were retired and cancelled, and the exchange generated no cash proceeds, functioning as a non-cash adjustment to the capital structure.

Prospectus Supplement No. 24

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated June 20, 2025)

Registration No. 333-287930

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 24 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,323 shares of our common stock, par value $0.01 (“Common Stock”). 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 February 9, 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 February 9, 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): February 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 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 February 6, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 439,300 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together the “Investors”) in separate exchanges for an aggregate amount of 19,100 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 38,200 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). Each transaction involved the issuance of twenty-three shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on February 6, 2026.

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 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: February 9, 2026

FAQ

What does Wheeler Real Estate Investment Trust (WHLR) register in this prospectus supplement?

The prospectus supplement updates a June 20, 2025 prospectus for Wheeler Real Estate Investment Trust, Inc., which relates to the potential issuance from time to time of up to 100,043,323 shares of its common stock, par value $0.01 per share.

What equity exchange did WHLR complete on February 6, 2026?

On February 6, 2026, Wheeler Real Estate Investment Trust, Inc. issued 439,300 shares of common stock to two unaffiliated investors in exchange for 19,100 Series D preferred shares and 38,200 Series B preferred shares, with no cash changing hands in the transaction.

How were WHLR’s preferred shares affected by the February 2026 exchange?

In the February 6, 2026 exchange, Wheeler Real Estate Investment Trust, Inc. received 19,100 Series D Cumulative Convertible Preferred shares and 38,200 Series B Convertible Preferred shares from investors. These preferred shares were retired and cancelled, reducing outstanding preferred equity.

What was the share conversion ratio in WHLR’s February 2026 exchange?

Each transaction used a fixed ratio: Wheeler Real Estate Investment Trust, Inc. issued twenty-three common shares in exchange for two Series B preferred shares and one Series D preferred share, providing a clear structure for converting preferred equity into common stock.

Did WHLR receive cash proceeds from the February 6, 2026 exchange?

Wheeler Real Estate Investment Trust, Inc. did not receive any cash proceeds from the February 6, 2026 exchange. The transaction was purely an equity-for-equity swap, exchanging preferred shares for common stock and then cancelling the preferred shares.

Under what Securities Act exemption did WHLR issue the new common shares?

The company relied on Section 3(a)(9) of the Securities Act of 1933, treating the issuance of common stock as an exchange with existing holders of its securities, and it paid no commission or other remuneration for soliciting these transactions.