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Wheeler Real Estate (WHLR) registers 673,971 shares; 7.00% note interest paid in preferred

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 673,971 shares of Common Stock.

Those shares are issuable upon exercise of warrants by the selling stockholders identified in the Prospectus. The supplement attaches a Current Report on Form 8-K that updates the Prospectus. The 8-K states interest on the 7.00% Subordinated Convertible Notes due 2031 payable on June 30, 2026 to holders of record as of June 1, 2026 will be paid in the Company’s Series D Cumulative Convertible Preferred Stock.

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Insights

Registration lists resale shares tied to warrant exercises; interest-payment election disclosed.

The Prospectus Supplement registers 673,971 shares of Common Stock that are issuable upon exercise of warrants held by selling stockholders. This is a resale-style registration of issuer-related securities tied to outstanding warrants.

The attached Form 8-K discloses the Company will pay interest on its 7.00% Subordinated Convertible Notes due 2031 on June 30, 2026 in the form of Series D Cumulative Convertible Preferred Stock to holders of record on June 1, 2026. Cash‑flow treatment for the registered resale shares is not described in this excerpt.

Registered shares 673,971 shares Common Stock issuable upon exercise of warrants
Par value $0.01 per share Common Stock par value
Note coupon 7.00% Subordinated Convertible Notes due 2031
Interest payment date June 30, 2026 Interest on Notes payable in Series D preferred
Record date for interest June 1, 2026 Holders of record at 5:00 p.m. New York City time
Registration number 333-294263 Prospectus registration
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 8 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"
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.
Series D Cumulative Convertible Preferred Stock financial
"shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock"
Subordinated Convertible Notes financial
"7.00% Subordinated Convertible Notes due 2031"
Offering Type resale/secondary

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

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FAQ

What does the Wheeler (WHLR) Prospectus Supplement register?
It registers up to 673,971 shares of Common Stock. These shares are issuable upon exercise of warrants held by the selling stockholders identified in the Prospectus.

Who may sell the shares covered by this Prospectus Supplement?
The selling stockholders named in the Prospectus may sell the shares. The supplement states the shares are issuable upon exercise of warrants by those selling stockholders.

How will interest on the 7.00% notes due 2031 be paid on June 30, 2026?
Interest payable on June 30, 2026 will be paid in the Company’s Series D Cumulative Convertible Preferred Stock to holders of record at 5:00 p.m. on June 1, 2026.

Does the supplement state how proceeds will be used?
The Prospectus Supplement does not state any use of proceeds. It registers shares issuable upon warrant exercise and attaches a Form 8-K updating the Prospectus.

Prospectus Supplement No. 8
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated March 20, 2026) Registration No. 333-294263

wheelerlogoa05a.jpg

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 8 (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 May 20, 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 May 20, 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): May 15, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland 001-3571345-2681082
(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 StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
Nasdaq Capital Market



Item 8.01 Other Events

On May 15, 2026, the Company determined that interest on its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) payable on June 30, 2026 to holders of record of the Notes at the close of business at 5:00 p.m., New York City time, on June 1, 2026, shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock.




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: May 20, 2026


Source: View Original Filing on SEC EDGAR