Wheeler Real Estate updates resale filing, names new CFO
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. is supplementing its March 20, 2026 prospectus to reflect an attached Current Report on Form 8-K and to continue the registration for the resale of up to 673,971 shares of common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders.
The attached Form 8-K reports that, effective August 10, 2026, Jason F. Simone was appointed Chief Financial Officer. Simone, age 48, has served the company since 2022, most recently as Director of Corporate Finance. The company states there are no related-party arrangements or new compensatory agreements associated with his appointment.
Filing Explained
Up to 673,971 warrant shares remain a potential dilution source, but this filing does not establish exercise, issuance, or sale.
The supplement leaves up to 673,971 common shares as potential resale inventory tied to warrant exercise; the filing does not move that amount to issued or sold status.
Because the amount is stated as “up to,” it is a ceiling rather than a committed issuance.
If the warrants are exercised and the shares are issued, the additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.
Key Figures
Registered warrant shares: 673,971 shares of common stock
Par value per common share: $0.01 per share
CFO appointment effective date: August 10, 2026
+2 more
5 metrics
Registered warrant shares
673,971 shares of common stock
Shares of common stock issuable upon exercise of warrants registered for resale by selling stockholders
Par value per common share
$0.01 per share
Par value of Wheeler Real Estate Investment Trust, Inc. common stock
CFO appointment effective date
August 10, 2026
Effective date of Jason F. Simone’s appointment as Chief Financial Officer
Prospectus date
March 20, 2026
Original date of the base prospectus being supplemented
Prospectus Supplement date
August 14, 2026
Date of Prospectus Supplement No. 23 and attached Form 8-K filing date
Key Terms
Prospectus Supplement, selling stockholders, Form 8-K, cumulative convertible preferred stock, +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 23 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.
selling stockholders financial
"issuable upon exercise of the warrants described therein by the selling stockholders identified"
Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.
Form 8-K regulatory
"We have attached to this Prospectus Supplement our Current Report on Form 8-K filed"
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.
cumulative convertible preferred stock financial
"Series D Cumulative Convertible Preferred Stock | | WHLRD"
A class of preferred shares that pays fixed dividends which accumulate if they are skipped, and that can be converted into common shares at a predetermined rate. Think of it as a hybrid between a savings account that guarantees missed interest later and a ticket that can be exchanged for ordinary ownership; investors care because it provides steady income protection and priority in payouts while also posing potential dilution to common shareholders if converted.
subordinated convertible notes financial
"7.00% Subordinated Convertible Notes due 2031 | | WHLRL"
Offering Details
resale/secondary · up to 673,971 shares of Common Stock
Offering
Offering Type
resale/secondary
Securities Offered
Common Stock, par value $0.01 per share, issuable upon exercise of warrants
Offering Amount
up to 673,971 shares of Common Stock
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Wheeler Real Estate (WHLR) register in Prospectus Supplement No. 23?
Wheeler Real Estate registers the resale of up to 673,971 shares of common stock, issuable upon exercise of warrants by selling stockholders. This supplement updates the March 20, 2026 prospectus by attaching and incorporating a new Form 8-K filing.
Who was appointed CFO of Wheeler Real Estate (WHLR) on August 10, 2026?
Wheeler Real Estate appointed Jason F. Simone as Chief Financial Officer effective August 10, 2026. Simone has worked at the company since 2022 and previously served as Director of Corporate Finance, overseeing corporate accounting, capital markets, finance, and investor relations.
Are there new compensation arrangements for Wheeler Real Estate (WHLR)’s CFO?
Wheeler Real Estate discloses that no new compensatory arrangements will be entered into with Jason F. Simone in connection with his appointment as Chief Financial Officer. Existing compensation arrangements, if any, are not modified by this action according to the disclosure.
What risks does Wheeler Real Estate (WHLR) highlight for this common stock offering?
The company notes that investing in its common stock involves a high degree of risk and directs investors to the “Risk Factors” section beginning on page 6 of the March 20, 2026 prospectus and related supplements for detailed risk disclosures.
Which securities of Wheeler Real Estate (WHLR) are listed on Nasdaq?
Wheeler Real Estate lists several securities on Nasdaq: common stock WHLR, Series B Convertible Preferred WHLRP, Series D Cumulative Convertible Preferred WHLRD, and 7.00% Subordinated Convertible Notes due 2031 under the symbol WHLRL, all traded on the Nasdaq Capital Market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
Prospectus Supplement No. 23 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated March 20, 2026) | Registration No. 333-294263 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 23 (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 August 14, 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 August 14, 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 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 10, 2026, Jason F. Simone was appointed to serve as the Company’s Chief Financial Officer.
Mr. Simone, age 48, has been employed by the Company since 2022 in various positions of increasing responsibility, mostly recently as the Company’s Director of Corporate Finance. In these positions, Mr. Simone was responsible for corporate accounting, capital markets, corporate finance, and investor relations. Prior to joining the Company, Mr. Simone was employed by Cedar Realty Trust, Inc., which is now the Company’s wholly-owned subsidiary, where he was responsible for corporate accounting and finance.
There is no arrangement or understanding between Mr. Simone and any other person pursuant to which Mr. Simone was appointed Chief Financial Officer, nor does he have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Simone has no family relationships with any of the Company’s directors or executive officers.
No new compensatory arrangements will be entered into with Mr. Simone in connection with his appointment as the Company’s Chief Financial Officer.
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: August 14, 2026