Wheeler to issue 566,670 shares to director-linked firms

WHLR said the exchange transactions generated no cash proceeds for the company and that the preferred shares exchanged were retired and canceled.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) supplements its prospectus for the offer and sale of up to 673,971 shares of common stock issuable upon warrant exercise by selling stockholders identified in the prospectus.

Separately, WHLR agreed to issue 189,200 pre-split common shares on September 8, 2026 (approximately 21,022 post-split) for 4,400 Series B and 1,100 Series D preferred shares. On September 23, it agreed to issue 162,244 common shares for 41,061 Series B shares and an aggregate 566,670 common shares to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. for 58,120 Series B and 14,530 Series D shares. Joseph Stilwell, a member of WHLR’s Board of Directors, is managing member and owner of Stilwell Value LLC, the general partner of each. WHLR received no cash proceeds from these transactions; the exchanged preferred shares were retired and canceled, and the transactions were expected to settle in customary settlement cycles.

Key Figures

Shares covered by prospectus supplement: Up to 673,971 shares Common shares agreed to be issued: 189,200 shares Post-split common shares: Approximately 21,022 shares +2 more

5 metrics

Shares covered by prospectus supplement Up to 673,971 shares Common stock issuable upon warrant exercise by selling stockholders

Common shares agreed to be issued 189,200 shares September 8, 2026 exchange; pre-split basis

Post-split common shares Approximately 21,022 shares September 8, 2026 exchange

Common shares agreed to be issued 162,244 shares September 23 exchange for 41,061 Series B Preferred Stock shares

Common shares agreed to be issued to the Stilwell Investors 566,670 shares Two September 23 exchanges

Key Terms

reverse stock split, Section 3(a)(9) of the Securities Act, customary settlement cycles, Series D Cumulative Convertible Preferred Stock

4 terms

reverse stock split technical

"one-for-nine reverse stock split of the Common Stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Section 3(a)(9) of the Securities Act regulatory

"exemption from the registration requirements ... contained in Section 3(a)(9)"

customary settlement cycles financial

"expects the transaction to settle in accordance with customary settlement cycles"

Series D Cumulative Convertible Preferred Stock financial

"the Company's Series D Cumulative Convertible Preferred Stock"

Offering Details

secondary · Up to 673,971 shares

Offering

Offering Type secondary

Securities Offered Common stock issuable upon exercise of warrants

Offering Amount Up to 673,971 shares

FAQ

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

How many WHLR shares does Prospectus Supplement No. 31 cover?

The prospectus supplement covers the offer and sale of up to 673,971 shares of WHLR common stock issuable upon exercise of warrants by the selling stockholders identified in the prospectus.

What exemption did WHLR cite for its preferred-for-common exchanges?

WHLR relied on the Section 3(a)(9) exemption for exchanges with existing holders of its securities. The company stated that no commission or other remuneration was paid or given, directly or indirectly, for soliciting the transactions.

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

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Available on EDGAR 09/29/2026 - 06:16 PM Accepted by SEC EDGAR 09/29/2026 - 04:48 PM Learn about SEC filing dates

Prospectus Supplement No. 31

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. 31 (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 September 29, 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 September 29, 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 23, 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 8, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 189,200 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “September 8 Investor”) in exchange for 4,400 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 1,100 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”). The transaction involved the issuance of one hundred seventy-two shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Common Stock share amounts set forth in this paragraph are presented on a pre-split basis and do not give effect to the one-for-nine reverse stock split of the Common Stock effected on September 21, 2026; on a post-split basis, the September 8, 2026 issuance represented approximately 21,022 shares of Common Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

On September 23, 2026, the Company agreed to issue 162,244 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “September 23 Investor”) in exchange for 41,061 shares of Series B Preferred Stock. The transaction involved the issuance of four shares of Common Stock in exchange for one share of Series B Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.

Also on September 23, 2026, the Company agreed to issue an aggregate amount of 566,670 shares of Common Stock to Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P. and Stilwell Associates, L.P. (collectively, the “Stilwell Investors”), in two separate exchanges for an aggregate amount of 58,120 shares of Series B Preferred Stock and 14,530 shares of Series D 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 thirty-nine shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Company expects the transactions to settle in accordance with customary settlement cycles.

Prior to the transactions of September 23, 2026, the Company issued, on September 8, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.

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 September 8 Investor, the September 23 Investor and the Stilwell Investors (together, the “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.

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/ JASON F. SIMONE
						Name: Jason F. Simone
						Title: Chief Financial Officer

Dated: September 29, 2026