Wheeler registers 100,043,323 common shares

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 100,043,323 shares of Common Stock.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 100,043,323 shares of Common Stock. The supplement, dated April 6, 2026, attaches a Current Report on Form 8-K that discloses two private issuances of Series D Preferred Stock in exchange for preferred shares of its subsidiary, Cedar Realty Trust, Inc.

The 8-K describes that on March 16, 2026 and April 1, 2026 the company issued 80,000 and 66,666 shares of Series D Preferred Stock, respectively, in exchange for Cedar Series C Preferred Stock (120,000 and 90,000 shares) and 10,000 shares of Cedar Series B Preferred Stock in the April 1 transaction; the acquired Cedar shares were contributed back to Cedar and retired. The Series D issuances were made under Section 4(a)(2).

Insights

Capital Markets Attorney

Supplement documents a shelf capacity update and private Series D exchanges.

The Prospectus Supplement reiterates registration of up to 100,043,323 common shares and attaches an 8-K describing private exchanges of Cedar subsidiary preferred shares for newly issued Series D Preferred Stock.

Transactions were completed under Section 4(a)(2), indicating reliance on a private-placement exemption. The filing preserves disclosure traceability; timing and cash proceeds are not shown in the excerpt.

REIT Capital Strategist

Preferred-for-preferred exchanges shift subsidiary capital structure without public offering.

The company accepted Cedar Series C and B preferred shares in exchange for newly issued Series D Preferred Stock and then caused the acquired Cedar shares to be contributed and retired at Cedar. This is a non‑cash recapitalization between affiliated entities and an investor.

Impact depends on the economic terms and preferences of the Series D versus prior Cedar securities; disclosures do not quantify effects on consolidated leverage or dividend burden in the excerpt.

Key Figures

Registered shares (shelf): 100,043,323 shares Series D issued March 16, 2026: 80,000 shares Series D issued April 1, 2026: 66,666 shares +2 more

5 metrics

Registered shares (shelf) 100,043,323 shares Prospectus Supplement dated April 6, 2026

Series D issued March 16, 2026 80,000 shares Issued in exchange for 120,000 Cedar Series C Preferred shares

Series D issued April 1, 2026 66,666 shares Issued in exchange for 90,000 Cedar Series C Preferred and 10,000 Cedar Series B Preferred shares

Cedar Series C contributed 120,000 and 90,000 shares Contributed back to Cedar and retired after exchange on March 16 and April 1, 2026

Cedar Series B contributed 10,000 shares Included in the April 1, 2026 exchange and retired

Key Terms

Prospectus Supplement, Section 4(a)(2), Cumulative Redeemable Preferred Stock, Form 8-K

4 terms

Prospectus Supplement regulatory

"This is Prospectus Supplement No. 31 to our Prospectus"

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.

Section 4(a)(2) regulatory

"issued the Series D Preferred Stock in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Cumulative Redeemable Preferred Stock financial

"6.50% Series C Cumulative Redeemable Preferred Stock"

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

Form 8-K regulatory

"We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on April 6, 2026"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

Offering Details

base_shelf_indeterminate · 100,043,323 shares

Offering

Offering Type base_shelf_indeterminate

Securities Offered Common Stock

Offering Amount 100,043,323 shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Wheeler's Prospectus Supplement register (WHLR)?

It registers up to 100,043,323 shares of Common Stock under the Prospectus dated June 20, 2025. The supplement dated April 6, 2026 attaches an 8-K that updates the prospectus disclosures.

What private transactions does the attached 8-K disclose for WHLR?

On March 16, 2026 and April 1, 2026, Wheeler issued 80,000 and 66,666 shares of Series D Preferred Stock in exchange for Cedar preferred shares, with the acquired Cedar shares contributed and retired.

Were the Series D issuances public offerings for WHLR?

No. The Series D Preferred Stock issuances were made in reliance on Section 4(a)(2), characterized as transactions not involving a public offering and executed with unaffiliated investors.

Did Wheeler receive cash in the Series D exchanges?

The disclosure describes exchanges of preferred securities and subsequent retirement of Cedar shares; the excerpt does not state any cash consideration or proceeds resulting from those transactions.

How were the acquired Cedar preferred shares handled after the exchanges?

Following the closings, Wheeler contributed the acquired Cedar Series C and Series B Preferred Stock to Cedar Realty Trust, Inc., and those contributed shares were retired by Cedar.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 08:51 AM EDT Learn about SEC filing dates

Prospectus Supplement No. 31

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. 31 (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 April 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 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 April 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): April 1, 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

Sale of Series D Preferred Stock

On March 16, 2026 and April 1, 2026, the Company entered into subscription agreements with unaffiliated investors (the “Series D Investor”) pursuant to which the Company issued 80,000 and 66,666 shares of its Series D Preferred Stock, respectively, in consideration for 120,000 and 90,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the “Cedar Series C Preferred Stock”), respectively, and 0 and 10,000 of 7.25% Series B Cumulative Redeemable Preferred Stock (the “Cedar Series B Preferred Stock”), respectively, of the Company’s subsidiary Cedar Realty Trust, Inc. (“Cedar”), held by the Series D Investor. Immediately following the closing of such transactions, the Company contributed the acquired Cedar Series C Preferred Stock and Cedar Series B Preferred Stock to Cedar and those shares were retired.

The Company issued the Series D Preferred Stock to the Series D Investor in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

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, nor an offer to sell or the solicitation of an offer to buy any 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: April 6, 2026