Wheeler REIT details 100.1M-share stock shelf
Wheeler Real Estate Investment Trust updates its shelf prospectus after exchanging preferred shares for common stock under a Section 3(a)(9) exemption.
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) has filed Prospectus Supplement No. 14 to its July 2, 2026 prospectus covering the potential issuance from time to time of up to 100,090,365 shares of common stock. The supplement incorporates a recent report of preferred stock exchanges into common stock.
WHLR disclosed exchanging preferred stock for common stock with existing holders in September 2026, issuing 581,328 common shares on September 2 and 260,300 common shares on September 3 in return for Series B and Series D preferred shares, which were retired and cancelled. These exchanges were completed without cash proceeds under a Section 3(a)(9) exemption.
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Key Figures
Common Stock shelf capacity: 100,090,365 shares
Common shares issued September 2, 2026: 581,328 shares
Series B Preferred exchanged September 2, 2026: 23,664 shares
+4 more
7 metrics
Common Stock shelf capacity
100,090,365 shares
Maximum common shares issuable from time to time under the July 2, 2026 prospectus
Common shares issued September 2, 2026
581,328 shares
Issued in exchange for Series B and Series D Preferred Stock
Series B Preferred exchanged September 2, 2026
23,664 shares
Exchanged for common stock and then retired and cancelled
Series D Preferred exchanged September 2, 2026
3,537 shares
Exchanged for common stock and then retired and cancelled
Common shares issued September 3, 2026
260,300 shares
Issued to an unaffiliated holder in exchange for preferred shares
Series B Preferred exchanged September 3, 2026
7,600 shares
Exchanged for common stock and then retired and cancelled
Series D Preferred exchanged September 3, 2026
1,900 shares
Exchanged for common stock and then retired and cancelled
Key Terms
Prospectus Supplement, Section 3(a)(9), Unregistered Sales of Equity Securities, Cumulative Convertible Preferred Stock, +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 14 to our Prospectus, dated July 2, 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.
Section 3(a)(9) regulatory
"in reliance upon the exemption from the registration requirements contained in 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.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
Cumulative Convertible Preferred Stock financial
"the Company's Series D Cumulative Convertible 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.
Nasdaq Capital Market market
"Common Stock, $0.01 par value per share ... Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Offering Details
shelf
Offering
Offering Type
shelf
FAQ
What preferred-for-common stock exchanges did WHLR report for September 2, 2026?
On September 2, 2026, WHLR agreed to issue an aggregate of 581,328 common shares in exchange for 23,664 Series B Preferred Stock shares and 3,537 Series D Preferred Stock shares to two unaffiliated investors, with the exchanged preferred shares retired and cancelled.
What transaction did WHLR complete on September 3, 2026?
On September 3, 2026, Wheeler Real Estate Investment Trust, Inc. agreed to issue 260,300 shares of common stock to an unaffiliated holder in exchange for 7,600 Series B Preferred Stock shares and 1,900 Series D Preferred Stock shares, which were then retired and cancelled.
Did WHLR receive any cash from the September 2026 exchange transactions?
No. WHLR stated that it did not receive any cash proceeds from the September 2 and September 3, 2026 exchange transactions. The consideration consisted solely of exchanging the company’s common stock for outstanding Series B and Series D preferred shares, which were then retired.
Under what Securities Act exemption were WHLR’s exchange transactions conducted?
Wheeler Real Estate Investment Trust, Inc. relied on the Section 3(a)(9) exemption under the Securities Act of 1933, as amended, because the common stock was issued in exchange for securities held by existing holders and no commission or other remuneration was paid for soliciting the exchanges.
Were the reported September exchanges registered under the WHLR prospectus?
The company stated that it issued the common stock in the September exchanges in reliance on Section 3(a)(9), meaning the transactions were unregistered exchanges with existing security holders. The Form 8-K explicitly notes that it does not constitute an offer to exchange any securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 14 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 2, 2026) | Registration No. 333-296944 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 14 (this “Prospectus Supplement”) to our Prospectus, dated July 2, 2026 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,090,365 shares of our common stock, par value $0.01 (“Common Stock”). 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 8, 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 8, 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 2, 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 2, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 581,328 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together, the “September 2 Investors”) in separate exchanges for an aggregate amount of 23,664 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 3,537 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”). One transaction involved the issuance of one hundred twenty-four 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 fifteen 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 3, 2026, the Company agreed to issue 260,300 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “September 3 Investor”) in exchange for 7,600 shares of the Series B Preferred Stock and 1,900 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred thirty-seven 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.
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 2 Investors and the September 3 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/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: September 8, 2026