Deep discount conversion reshapes Wheeler REIT (NASDAQ: WHLR) common share base

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. updated investors on the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 and recent Series D Preferred Stock redemptions. Based on February conversions of Series D Preferred Stock, the note conversion price was adjusted to approximately $2.60 per share of common stock, or about 9.62 shares for each $25.00 of principal.

For the 29th monthly Holder Redemption Date on February 5, 2026, holders redeemed 10,700 Series D Preferred shares at a Redemption Price of about $42.35 per share, settled through issuance of 95,904 common shares. Cumulatively, 1,770,581 Series D Preferred shares have been redeemed, with roughly 249,000 common shares issued in settlement. As of February 6, 2026, Wheeler had 790,739 common shares and 1,577,898 Series D Preferred shares outstanding.

Positive

• None.

Negative

• Conversion price cut increases dilution risk: The conversion price on the 7.00% Subordinated Convertible Notes due 2031 was reduced to approximately $2.60 per share (about 9.62 shares per $25.00 principal), a 45% discount to the roughly $4.72 reference price, raising potential future dilution for common shareholders.

Insights

Capital structure and REIT securities analyst

Lower note conversion price and ongoing preferred redemptions increase potential dilution for common holders.

The company reset the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $2.60 per common share, tied to a roughly $4.72 volume-weighted average price from recent Series D Preferred conversions. This represents about 9.62 shares per $25.00 principal amount.

February’s 29th monthly Holder Redemption Date saw 10,700 Series D Preferred shares redeemed at about $42.35 per share (including accrued dividends), settled with 95,904 new common shares. Cumulatively, 1,770,581 Series D Preferred shares have been redeemed, with approximately 249,000 common shares issued.

As of February 6, 2026, only 790,739 common shares were outstanding versus 1,577,898 Series D Preferred shares. The adjusted conversion price and continuing preferred-for-common redemptions point to meaningful ongoing equity issuance, with the actual impact depending on future redemption and conversion activity.

Prospectus Supplement No. 30

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. 30 (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 February 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 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 February 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): February 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 February 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 $4.72. 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 2.60 per share of Common Stock (approximately 9.62 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $4.72.

Results of February 2026 Series D Preferred Stock Redemptions

•The 29th monthly “Holder Redemption Date” occurred on February 5, 2026.

•The Company processed two redemption requests from holders of its Series D Preferred Stock, collectively redeeming 10,700 shares of Series D Preferred Stock for a redemption price of approximately $42.35 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the February 5, 2026 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 95,904 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 February 5, 2026 Holder Redemption Date was approximately $4.72.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 400 redemption requests, collectively redeeming 1,770,581 shares of Series D Preferred Stock.

•The Company has issued approximately 249,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of February 6, 2026, the Company had 790,739 shares of Common Stock and 1,577,898 shares of Series D Preferred Stock outstanding.

March 2026 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is February 25, 2026.

•The next monthly Holder Redemption Date will occur on March 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/ Crystal Plum
						Name: Crystal Plum
						Title: Chief Financial Officer

Dated: February 6, 2026

FAQ

How did Wheeler Real Estate Investment Trust (WHLR) change its note conversion price?

Wheeler reset the conversion price on its 7.00% Subordinated Convertible Notes due 2031 to approximately $2.60 per common share. This equates to about 9.62 common shares for each $25.00 of note principal, reflecting a 45% discount to the roughly $4.72 reference price.

What were the key results of WHLR’s February 2026 Series D Preferred Stock redemptions?

On February 5, 2026, holders redeemed 10,700 shares of WHLR’s Series D Preferred Stock at a Redemption Price of about $42.35 per share. The company settled this obligation entirely in stock, issuing 95,904 shares of its common stock to the redeeming holders.

How many Series D Preferred shares has Wheeler REIT (WHLR) redeemed to date?

Wheeler has processed 400 redemption requests, collectively redeeming 1,770,581 shares of Series D Preferred Stock. In aggregate, the company has issued approximately 249,000 shares of its common stock to settle these redemptions, reflecting significant conversion activity from preferred into common equity.

What is WHLR’s current common and Series D Preferred share count after these transactions?

As of February 6, 2026, Wheeler had 790,739 shares of common stock outstanding and 1,577,898 shares of Series D Preferred Stock outstanding. These figures show a relatively small common equity base compared with the remaining preferred layer after multiple redemption cycles.

How is the Series D Preferred Stock Redemption Price determined for WHLR investors?

For February 2026, each Series D Preferred share redeemed at approximately $42.35. This Redemption Price equals the $25.00 stated value plus all accrued but unpaid dividends through the February 5, 2026 Holder Redemption Date, and was paid in newly issued WHLR common stock.

When is the next Series D Preferred Holder Redemption Date for WHLR?

The next monthly Holder Redemption Date for Wheeler’s Series D Preferred Stock will occur on March 5, 2026. The deadline for submitting redemption requests for that cycle is February 25, 2026, according to the company’s disclosed redemption schedule and procedures.