WHLR elects preferred‑stock interest payment for June 30
Wheeler Real Estate Investment Trust, Inc. determined that interest on its 7.00% Subordinated Convertible Notes due 2031 payable on June 30, 2026 will be paid in the form of its Series D Cumulative Convertible Preferred Stock.
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. determined that interest on its 7.00% Subordinated Convertible Notes due 2031 payable on June 30, 2026 will be paid in the form of its Series D Cumulative Convertible Preferred Stock. The payment applies to holders of record at the close of business at 5:00 p.m., New York City time, on June 1, 2026. This update appears in Prospectus Supplement No. 44 dated May 20, 2026.
Insights
Payment in-kind of interest via Series D preferred stock; record date specified.
The company elected to satisfy the 7.00% interest due June 30, 2026 by issuing Series D Cumulative Convertible Preferred Stock to noteholders of record as of June 1, 2026. The action is documented in Prospectus Supplement No. 44 and an attached Form 8-K dated May 20, 2026.
This is an in‑kind interest election; shareholder and creditor effects depend on conversion terms and future disclosures. Subsequent filings may specify conversion mechanics, voting rights, and any impact on outstanding common equity.
Key Figures
Interest rate: 7.00%
Interest payment date: June 30, 2026
Record date: June 1, 2026 (5:00 p.m. New York City time)
+1 more
4 metrics
Interest rate
<percent>7.00%</percent>
Subordinated Convertible Notes due 2031
Interest payment date
June 30, 2026
Payment of interest on the Notes
Record date
June 1, 2026 (5:00 p.m. New York City time)
Holders of record eligible to receive Series D preferred stock
Prospectus supplement date
May 20, 2026
Prospectus Supplement No. 44
Key Terms
Prospectus Supplement, Cumulative Convertible Preferred Stock, Record date
3 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 44 (this “Prospectus Supplement”)"
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
"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.
Record date regulatory
"holders of record of the Notes at the close of business at 5:00 p.m., New York City time, on June 1, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did WHLR disclose about the June 30, 2026 interest payment?
Wheeler (WHLR) stated interest due June 30, 2026 on its 7.00% notes will be paid in Series D preferred stock to holders of record at 5:00 p.m. on June 1, 2026. The election is in Prospectus Supplement No. 44.
Who will receive the Series D preferred stock interest payment for WHLR?
Holders of the 7.00% Subordinated Convertible Notes due 2031 who are recorded at the close of business at 5:00 p.m., New York City time, on June 1, 2026 will receive the interest payment in Series D preferred stock on June 30, 2026.
Where is the interest-in-kind decision recorded for WHLR?
The election is documented in Prospectus Supplement No. 44 dated May 20, 2026 and in the registrant’s Form 8-K reporting the May 15, 2026 determination. Both items update the existing prospectus dated July 22, 2021.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
Prospectus Supplement No. 44 | 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. 44 (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 May 20, 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 May 20, 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 15, 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
On May 15, 2026, the Company determined that interest on its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”) payable on June 30, 2026 to holders of record of the Notes at the close of business at 5:00 p.m., New York City time, on June 1, 2026, shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock.
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 20, 2026