673,971 shares registered for resale — Wheeler (NASDAQ: WHLR)
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering up to 673,971 shares of Common Stock for resale, representing shares issuable upon exercise of warrants held by selling stockholders.
The supplement incorporates an attached Form 8-K describing Series D preferred redemptions that adjusted the conversion price of the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $1.03 per share (approximately 24.34 shares per $25.00 principal) following a ten-day VWAP of approximately $1.87. The conversion-price adjustment reflects the mechanics in Section 14.02 (Optional Conversion) of the indenture.
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Insights
Registration documents resale of warrant-issuable shares and conversion-price mechanics disclosed.
The filing registers 673,971 shares for resale that are issuable upon warrant exercise by selling stockholders, and it attaches a Form 8-K describing Series D redemptions that triggered an adjusted conversion price of ~$1.03 for the convertible notes under the indenture formula. The disclosure follows standard shelf/supplement practice.
Key dependencies include the ongoing monthly Holder Redemption Dates and holder conversion/redemption elections; cash‑flow treatment for these resales is governed by the warrant holders' actions and the prospectus distribution mechanics.
Convertible note conversion-price reset increases share issuance per note principal.
The conversion price adjustment to approximately $1.03 per share implies about 24.34 shares per $25 of Notes if converted, which is disclosed as a formulaic outcome tied to Series D preferred redemptions and a ten‑day VWAP of ~$1.87. This raises potential share issuance if conversions occur.
Monitor subsequent Holder Redemption Dates and any further VWAP movements that would trigger additional adjustments; timing is tied to monthly redemption cycles disclosed in the supplement.
Key Figures
Registered shares: 673,971 shares
Ten‑day VWAP: $1.87
Adjusted conversion price: $1.03 per share
+5 more
8 metrics
Registered shares
673,971 shares
Prospectus Supplement No. 5
Ten‑day VWAP
$1.87
ten trading days preceding May 5, 2026 Holder Redemption Date
Adjusted conversion price
$1.03 per share
7.00% Subordinated Convertible Notes due 2031, after May redemptions
Shares per $25 principal
24.34 shares per $25.00
conversion ratio tied to adjusted conversion price
May Series D redeemed
13,745 shares
May 5, 2026 Holder Redemption Date
Redemption price (approx.)
$40.99 per preferred share
May 5, 2026 redemptions (including accrued dividends)
Common shares issued for May redemptions
301,743 shares
settlement of aggregate Redemption Price
Outstanding shares as of May 5, 2026
1,042,613 Common; 1,762,819 Series D Preferred
counts stated in Form 8-K
Key Terms
Prospectus Supplement, Series D Cumulative Convertible Preferred Stock, conversion price, Holder Redemption Date, +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 5 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.
Series D Cumulative Convertible Preferred Stock financial
"redemptions by the holders of Wheeler ... Series D Cumulative Convertible Preferred Stock"
conversion price financial
"the conversion price for the Notes was further adjusted to approximately $1.03 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Holder Redemption Date regulatory
"The 32nd monthly "Holder Redemption Date" occurred on May 5, 2026"
volume weighted average price market
"The volume weighted average of the closing sales price ... was approximately $1.87"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Wheeler's Prospectus Supplement register (WHLR)?
It registers up to 673,971 shares of Common Stock issuable upon exercise of warrants held by selling stockholders. The supplement updates the Prospectus and incorporates a Form 8-K describing related Series D redemptions.
How was the convertible note conversion price adjusted?
The conversion price was adjusted to approximately $1.03 per share under the indenture formula. This adjustment followed a ten‑day VWAP of approximately $1.87 tied to Series D Preferred redemptions processed in May 2026.
When is the next Series D Holder Redemption Date?
The next monthly Holder Redemption Date is June 5, 2026, with the deadline for the June redemption round stated as May 25, 2026; forms and FAQs are available on the company’s Series D redemption webpage.
Prospectus Supplement No. 5 | 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. 5 (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 6, 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 6, 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 5, 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 8.01 Other Events
Conversion Price of 7.00% Subordinated Convertible Notes due 2031
Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference.
For the May redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $1.87. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $1.03 per share of Common Stock (approximately 24.34 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.87.
Results of May 2026 Series D Preferred Stock Redemptions
•The 32nd monthly “Holder Redemption Date” occurred on May 5, 2026.
•The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 13,745 shares of Series D Preferred Stock for a redemption price of approximately $40.99 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the May 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 301,743 shares of its Common Stock.
•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the May 5, 2026 Holder Redemption Date was approximately $1.87.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 415 redemption requests, collectively redeeming 1,796,028 shares of Series D Preferred Stock.
•The Company has issued approximately 502,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of May 5, 2026, the Company had 1,042,613 shares of Common Stock and 1,762,819 shares of Series D Preferred Stock outstanding.
June 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is May 25, 2026.
•The next monthly Holder Redemption Date will occur on June 5, 2026.
•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.
Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.
Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
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 6, 2026