[424B3] Wheeler Real Estate Investment Trust, Inc. Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. files Prospectus Supplement No. 38 and an attached Form 8-K disclosing periodic issuance of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payments on its 7.00% Subordinated Convertible Notes due 2031. The supplement dated April 6, 2026 updates the Prospectus dated July 22, 2021.

Under Item 3.02, 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 and Series B preferred shares held by an unaffiliated investor; exchanged Cedar shares were contributed back to Cedar and retired. The Series D issuances relied on the Section 4(a)(2) exemption for non-public offerings.

Insights

Corporate Securities Counsel

Issuances were non-public exchanges of preferred stock under Section 4(a)(2).

The filings show the company is issuing Series D preferred shares as consideration in private exchanges and as contemplated interest payments on its convertible notes. The reliance on Section 4(a)(2) indicates these were not registered public offerings.

Key dependencies include the terms of the 7.00% notes and the ongoing Prospectus registration; subsequent disclosures may describe additional interest-share issuances or registration status.

Financial Structuring Analyst

Transactions are balance-sheet equity exchanges, not cash raises.

The company received Cedar preferred shares in exchange for Series D preferred shares and then retired the Cedar shares after contributing them to Cedar, indicating an intra-group restructuring of preferred interests rather than new capital inflows.

Material effects on leverage or cash flow are not stated in the excerpt; the interest payment mechanism is the issuance of convertible preferred shares tied to the 2031 notes.

Key Figures

Series D issued (Mar 16, 2026): 80,000 shares Series D issued (Apr 1, 2026): 66,666 shares Cedar Series C received (Mar 16): 120,000 shares +4 more

7 metrics

Series D issued (Mar 16, 2026) 80,000 shares Issued in exchange on March 16, 2026

Series D issued (Apr 1, 2026) 66,666 shares Issued in exchange on April 1, 2026

Cedar Series C received (Mar 16) 120,000 shares Consideration exchanged on March 16, 2026

Cedar Series C received (Apr 1) 90,000 shares Consideration exchanged on April 1, 2026

Cedar Series B received (Apr 1) 10,000 shares Additional consideration exchanged on April 1, 2026

Prospectus supplement date April 6, 2026 Date of Prospectus Supplement No. 38

Notes referenced 7.00% Subordinated Convertible Notes due 2031 Interest payments may be made in Series B/D preferred shares

Key Terms

Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, Section 4(a)(2), contributed and retired

4 terms

Series D Cumulative Convertible Preferred Stock financial

"issuance of Series D Cumulative Convertible Preferred Stock as interest"

7.00% Subordinated Convertible Notes due 2031 financial

"interest payment on our 7.00% Subordinated Convertible Notes due 2031"

Section 4(a)(2) regulatory

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

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.

contributed and retired financial

"contributed the acquired Cedar Series C Preferred Stock and Cedar Series B Preferred Stock to Cedar and those shares were retired"

Offering Details

primary

Offering

Offering Type primary

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Accepted by SEC EDGAR 04/06/2026 - 08:49 AM Learn about SEC filing dates

Prospectus Supplement No. 38

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated July 22, 2021)

Registration No. 333-256699

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 38 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred Stock and our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated Convertible Notes due 2031. 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 securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 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