Wheeler REIT to issue 161,700 shares in preferred swap

The ten-trading-day volume-weighted average closing price before the October 5 redemption date was approximately $4.96 per common share.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. agreed to issue 161,700 common shares to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. in exchange for 30,800 Series B preferred shares and 7,700 Series D preferred shares. Joseph Stilwell, a member of the company’s board, is the managing member and owner of Stilwell Value LLC, the general partner of both investors. The company received no cash proceeds, and the exchanged preferred shares were retired and cancelled.

For the October 5, 2026 Series D redemption date, the company processed eight requests for 5,450 preferred shares at approximately $41.96 per share, including accrued but unpaid dividends through that date, and settled them with 46,133 common shares. The Notes’ conversion price was adjusted to approximately $2.73 per common share, or approximately 9.17 shares per $25.00 principal amount, a 45% discount to the approximately $4.96 lowest price at which a holder converted Series D preferred stock. The next monthly redemption date is November 5, 2026, with an October 25, 2026 request deadline.

Filing Explained

Across 450 Series D redemption requests processed to date, Wheeler redeemed 1,832,678 preferred shares and issued approximately 99,000 common shares, and as of October 5, 2026, 1,506,932 common shares and 1,703,374 Series D shares remained outstanding, and the additional common shares reduce existing holders’ percentage ownership absent offsetting changes.

Key Figures

Common shares agreed to be issued: 161,700 shares Series B preferred shares exchanged: 30,800 shares Series D preferred shares exchanged: 7,700 shares +5 more

8 metrics

Common shares agreed to be issued 161,700 shares Exchange with the Stilwell Investors on September 30, 2026

Series B preferred shares exchanged 30,800 shares Exchange with the Stilwell Investors on September 30, 2026

Series D preferred shares exchanged 7,700 shares Exchange with the Stilwell Investors on September 30, 2026

Series D preferred shares redeemed 5,450 shares October 5, 2026 redemption date

Series D redemption price Approximately $41.96 per share October 5, 2026 redemption date; includes accrued but unpaid dividends

Common shares issued for redemption settlement 46,133 shares October 2026 Series D redemption requests

Notes conversion terms Approximately $2.73 per common share; approximately 9.17 common shares per $25.00 principal amount 7.00% Subordinated Convertible Notes due 2031

Shares outstanding 1,506,932 common shares; 1,703,374 Series D preferred shares As of October 5, 2026

Key Terms

Holder Redemption Date, volume weighted average of the closing sales price, Optional Conversion, accrued but unpaid dividends, +1 more

5 terms

Holder Redemption Date financial

"The 37th monthly “Holder Redemption Date” occurred on October 5, 2026"

volume weighted average of the closing sales price financial

"volume weighted average of the closing sales price"

Optional Conversion financial

"Section 14.02 (Optional Conversion) of the indenture"

accrued but unpaid dividends financial

"the amount of all accrued but unpaid dividends to and including the October 5, 2026 Holder Redemption Date"

Section 3(a)(9) regulatory

"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.

Offering Details

shelf

Offering

Offering Type shelf

Securities Offered Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on 7.00% Subordinated Convertible Notes due 2031

FAQ

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

How many WHLR common shares did the company agree to issue in the preferred-stock exchange?

The company agreed to issue 161,700 common shares to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. in exchange for 30,800 Series B preferred shares and 7,700 Series D preferred shares; the company received no cash proceeds.

How were WHLR’s October 2026 Series D redemptions settled?

The company redeemed 5,450 Series D preferred shares at approximately $41.96 per share and settled the requests with 46,133 common shares. The redemption price included accrued but unpaid dividends through October 5, 2026.

When is the next WHLR Series D redemption date, and when is the request deadline?

The next monthly Holder Redemption Date is November 5, 2026, and the deadline for the next round of redemption requests is October 25, 2026.

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

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Available on EDGAR 10/06/2026 - 10:10 AM Accepted by SEC EDGAR 10/06/2026 - 08:43 AM Learn about SEC filing dates

Prospectus Supplement No. 68

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. 68 (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 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 October 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 October 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): September 30, 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 September 30, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 161,700 shares of its common stock, $0.01 par value per share (the “Common Stock”), to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. (together, the “Stilwell Investors”) in separate exchanges for an aggregate amount of 30,800 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 7,700 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”). Joseph Stilwell, a member of the Company's Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Stilwell Investors. The transactions involved the issuance of twenty-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled 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 Stilwell 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.

Item 3.03. Material Modification to Rights of Security Holders

Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of the “Company's Series D Preferred Stock is incorporated herein by reference.

For the October redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s Common Stock was approximately $4.96. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $2.73 per share of Common Stock (approximately 9.17 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $4.96.

Item 8.01 Other Events

Results of October 2026 Series D Preferred Stock Redemptions

•The 37th monthly “Holder Redemption Date” occurred on October 5, 2026.

•The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 5,450 shares of Series D Preferred Stock for a redemption price of approximately $41.96 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the October 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 46,133 shares of its Common Stock.

•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the October 5, 2026 Holder Redemption Date was approximately $4.96.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 450 redemption requests, collectively redeeming 1,832,678 shares of Series D Preferred Stock.

•The Company has issued approximately 99,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of October 5, 2026, the Company had 1,506,932 shares of Common Stock and 1,703,374 shares of Series D Preferred Stock outstanding.

November 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is October 25, 2026.

•The next monthly Holder Redemption Date will occur on November 5, 2026.

•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

Forward-Looking Statements.

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

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 6, 2026