Wheeler Real Estate (WHLR) swaps preferred stock for 103K–300K common shares
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed a prospectus supplement tying its ongoing prospectus for issuing Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest on its 7.00% Subordinated Convertible Notes due 2031 to a new current report.
The attached report describes three unregistered exchanges of preferred stock for common stock with unaffiliated holders. On August 11, 2026, WHLR agreed to issue 103,800 common shares in exchange for 2,400 Series B and 600 Series D preferred shares. On August 13, it agreed to issue 172,000 common shares for 4,000 Series B and 1,000 Series D preferred shares. On August 17, it agreed to issue 300,000 common shares for 6,000 Series B and 1,500 Series D preferred shares.
WHLR states it received no cash proceeds, and the exchanged preferred shares were retired and cancelled. The exchanges relied on the Section 3(a)(9) exemption as exchanges with existing securityholders, with no commission or other remuneration paid for soliciting the transactions.
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Key Figures
Common shares issued (Aug 11, 2026): 103,800 shares
Common shares issued (Aug 13, 2026): 172,000 shares
Common shares issued (Aug 17, 2026): 300,000 shares
+5 more
8 metrics
Common shares issued (Aug 11, 2026)
103,800 shares
Issued to August 11 Investor for 2,400 Series B and 600 Series D preferred shares
Common shares issued (Aug 13, 2026)
172,000 shares
Issued to August 13 Investor for 4,000 Series B and 1,000 Series D preferred shares
Common shares issued (Aug 17, 2026)
300,000 shares
Issued to August 17 Investor for 6,000 Series B and 1,500 Series D preferred shares
Exchange ratio (Aug 11, 2026)
173 common shares
Per four shares of Series B Preferred Stock and one share of Series D Preferred Stock
Exchange ratio (Aug 13, 2026)
172 common shares
Per four shares of Series B Preferred Stock and one share of Series D Preferred Stock
Exchange ratio (Aug 17, 2026)
200 common shares
Per four shares of Series B Preferred Stock and one share of Series D Preferred Stock
Subordinated Convertible Notes coupon
7.00%
Interest rate on Subordinated Convertible Notes due 2031, payable in Series B and Series D preferred stock
Registration number
333-256699
SEC registration number for the base prospectus dated July 22, 2021
Key Terms
Prospectus Supplement, Cumulative Convertible Preferred Stock, Subordinated Convertible Notes, Unregistered Sales of Equity Securities, +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 60 to our Prospectus, dated July 22, 2021"
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.
Cumulative Convertible Preferred Stock financial
"our Series D Cumulative Convertible Preferred Stock as interest payment"
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
"our 7.00% Subordinated Convertible Notes due 2031"
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Section 3(a)(9) regulatory
"in reliance upon the exemption ... 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
FAQ
What did WHLR disclose in Prospectus Supplement No. 60 and the attached Form 8-K?
WHLR linked its existing prospectus for issuing preferred stock as interest on its 7.00% notes due 2031 to a Form 8-K that details three preferred-for-common stock exchanges with unaffiliated holders, completed without cash proceeds and under a registration exemption.
What were the terms of WHLR’s August 17, 2026 preferred-for-common exchange?
On August 17, 2026, WHLR agreed to issue 300,000 common shares to an unaffiliated holder in exchange for 6,000 Series B and 1,500 Series D preferred shares, using an exchange rate of 200 common shares for each block of four Series B and one Series D share.
Did WHLR receive cash from these August 2026 exchanges of preferred stock?
WHLR reports it did not receive any cash proceeds from the August 11, 13, or 17, 2026 exchanges. Instead, the company issued common stock to existing securityholders, and the exchanged preferred shares were retired and cancelled as part of the transactions.
Under what Securities Act exemption were WHLR’s August 2026 exchanges conducted?
WHLR states the common stock issued in these exchanges relied on the Section 3(a)(9) exemption under the Securities Act, treating each as an exchange with existing holders of the company’s securities and noting that no commission or other remuneration was paid for soliciting the transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 60 | 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. 60 (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 Convertible 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 August 19, 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 August 19, 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 13, 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 3.02 Unregistered Sales of Equity Securities
On August 11, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 103,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “August 11 Investor”) in exchange for 2,400 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 600 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-three shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.
On August 13, 2026, the Company agreed to issue 172,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 13 Investor”) in exchange for 4,000 shares of the Series B Preferred Stock and 1,000 shares of the Series D 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 transaction settled in accordance with customary settlement cycles.
On August 17, 2026, the Company agreed to issue 300,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 17 Investor”) in exchange for 6,000 shares of the Series B Preferred Stock and 1,500 shares of the Series D Preferred Stock. The transaction involved the issuance of two hundred shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.
Prior to the transaction of August 13, 2026, the Company issued, on August 11, 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 August 11 Investor, the August 13 Investor and the August 17 Investor (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/ Patrick Gundlach | |||||||
| PATRICK GUNDLACH | ||||||||
| Chief Accounting Officer | ||||||||
Dated: August 19, 2026