Wheeler REIT agreed to issue 2.39M shares for preferred
WHLR exchanged Series B and Series D preferred shares into common stock with no cash proceeds, retiring the preferred shares under a Section 3(a)(9) exemption.
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement updating its existing shelf prospectus for potential issuances of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031, and attached a recent Current Report on Form 8-K.
The 8-K describes unregistered exchanges in which WHLR agreed on August 28, 2026 to issue 2,392,520 shares of common stock for 211,393 Series B and 21,918 Series D preferred shares, and on September 1, 2026 to issue 569,627 common shares for 22,279 Series B and 5,000 Series D preferred shares. The company received no cash proceeds and the exchanged preferred shares were retired and cancelled, with the exchanges relying on the Section 3(a)(9) exemption from registration.
Positive
- None.
Negative
- None.
Filing Explained
The September 2 filing states that WHLR issued the agreed common shares through customary settlement cycles; because those shares increase the share count, existing holders’ percentage ownership is reduced absent offsetting changes, while the exchanged preferred shares were retired and canceled.
Key Figures
Common stock issued August 28, 2026: 2,392,520 shares
Preferred exchanged August 28, 2026 – Series B: 211,393 shares
Preferred exchanged August 28, 2026 – Series D: 21,918 shares
+4 more
7 metrics
Common stock issued August 28, 2026
2,392,520 shares
Exchanged for Series B and Series D preferred shares held by six investors
Preferred exchanged August 28, 2026 – Series B
211,393 shares
Series B Preferred Stock retired and cancelled in exchange for common stock
Preferred exchanged August 28, 2026 – Series D
21,918 shares
Series D Cumulative Convertible Preferred Stock retired and cancelled
Common stock issued September 1, 2026
569,627 shares
Exchanged with two investors for Series B and Series D preferred shares
Preferred exchanged September 1, 2026 – Series B
22,279 shares
Series B Preferred Stock retired and cancelled in exchange for common stock
Preferred exchanged September 1, 2026 – Series D
5,000 shares
Series D Cumulative Convertible Preferred Stock retired and cancelled
Coupon on Subordinated Convertible Notes
7.00%
Subordinated Convertible Notes due 2031, for which preferred stock may be issued as interest
Key Terms
Unregistered Sales of Equity Securities, Section 3(a)(9), Cumulative Convertible Preferred Stock, Subordinated Convertible Notes, +2 more
6 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On August 28, 2026"
Section 3(a)(9) regulatory
"in reliance upon the exemption from the registration requirements ... Section 3(a)(9)"
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.
Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”)"
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"
Emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b)"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
customary settlement cycles financial
"The transactions settled in accordance with customary settlement cycles."
FAQ
What transactions did WHLR disclose in the September 2, 2026 Form 8-K?
WHLR disclosed unregistered exchanges where it agreed to issue 2,392,520 common shares on August 28, 2026 and 569,627 common shares on September 1, 2026 in exchange for outstanding Series B and Series D preferred shares, with no cash proceeds and the preferred shares retired and cancelled.
Did WHLR receive any cash proceeds from these August 28 and September 1, 2026 exchanges?
No. WHLR states that it did not receive any cash proceeds in these transactions. The consideration consisted of exchanging outstanding Series B and Series D preferred shares for newly issued common stock, and the exchanged preferred shares were retired and cancelled.
What is the purpose of WHLR’s Prospectus Supplement No. 63?
Prospectus Supplement No. 63 updates WHLR’s July 22, 2021 prospectus relating to the possible issuance of Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031, and it attaches the Form 8-K filed on September 2, 2026.
Which WHLR securities are listed on the Nasdaq Capital Market?
WHLR lists its Common Stock (WHLR), Series B Preferred Stock (WHLRP), Series D Cumulative Convertible Preferred Stock (WHLRD), and 7.00% Subordinated Convertible Notes due 2031 (WHLRL) on the Nasdaq Capital Market, as stated in the filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 63 | 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. 63 (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 September 2, 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 September 2, 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 28, 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 August 28, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 2,392,520 shares of its common stock, $0.01 par value per share (the “Common Stock”), to six unaffiliated holders of the Company’s securities (together, the “August 28 Investors”) in nine separate exchanges for an aggregate amount of 211,393 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 21,918 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”). Four of the transactions each involved the issuance of sixty-four shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. Five of the transactions each involved the issuance of eight shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.
On September 1, 2026 the Company agreed to issue an aggregate amount of 569,627 shares of Common Stock to two unaffiliated holders of the Company’s securities (together, the “September 1 Investors”) in exchange for 22,279 shares of the Series B Preferred Stock and 5,000 shares of the Series D Preferred Stock. One transaction involved the issuance of one hundred eight shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The other transaction involved the issuance of thirteen shares of Common Stock in exchange for one share of Series B 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 August 28 Investors, and the September 1 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/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: September 2, 2026