Wheeler REIT issues 841,628 shares for preferred
WHLR updates its warrant-share resale prospectus and reports preferred-for-common exchanges that retire preferred stock without raising cash.
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 28 to a March 20, 2026 prospectus covering the offer and sale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders.
The attached Form 8-K describes September 2026 privately negotiated exchanges in which WHLR agreed to issue a total of 841,628 shares of common stock: 581,328 shares on September 2 in exchange for 23,664 Series B and 3,537 Series D preferred shares, and 260,300 shares on September 3 in exchange for 7,600 Series B and 1,900 Series D preferred shares. The preferred shares received were retired and cancelled, WHLR received no cash proceeds, and the exchanges relied on the Section 3(a)(9) exemption as exchanges with existing security holders with no commissions paid.
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Filing Explained
The filing adds capacity for up to 673,971 warrant-linked common shares but does not establish that those shares have been issued.
The September 8 424B3 supplements the March 20 prospectus by covering up to
The shares would increase the common share count if issued; absent offsetting changes, that would reduce existing holders’ percentage ownership. The filing itself does not report exercise, sale, or issuance of the covered warrant shares, so those steps remain unresolved.
Key Figures
Warrant-share registration: 673,971 shares of Common Stock
Common shares issued September 2, 2026: 581,328 shares of Common Stock
Common shares issued September 3, 2026: 260,300 shares of Common Stock
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7 metrics
Warrant-share registration
673,971 shares of Common Stock
Maximum common shares issuable upon exercise of warrants covered by Prospectus Supplement No. 28
Common shares issued September 2, 2026
581,328 shares of Common Stock
Issued in exchanges with two unaffiliated investors for preferred stock
Common shares issued September 3, 2026
260,300 shares of Common Stock
Issued in exchange with one unaffiliated investor for preferred stock
Series B Preferred exchanged
31,264 shares of Series B Preferred Stock
23,664 shares on September 2, 2026 and 7,600 shares on September 3, 2026
Series D Preferred exchanged
5,437 shares of Series D Preferred Stock
3,537 shares on September 2, 2026 and 1,900 shares on September 3, 2026
Exchange ratio example (September 2)
124 common shares
Issued in exchange for 4 shares of Series B Preferred and 1 share of Series D Preferred
Exchange ratio example (September 3)
137 common shares
Issued in exchange for 4 shares of Series B Preferred and 1 share of Series D Preferred
Key Terms
Prospectus Supplement, Current Report on Form 8-K, Unregistered Sales of Equity Securities, Section 3(a)(9), +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 28 to our Prospectus"
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.
Current Report on Form 8-K regulatory
"We have attached to this Prospectus Supplement our Current Report on Form 8-K"
A current report on Form 8-K is a document that publicly traded companies file to promptly share important news or events that could affect their financial position or stock price, such as major business changes or legal issues. It helps investors stay informed about timely developments, allowing them to make better decisions about buying or selling shares.
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.
Cumulative Convertible Preferred Stock financial
"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.
Offering Details
shelf
Offering
Offering Type
shelf
FAQ
What does WHLR’s Prospectus Supplement No. 28 register?
It relates to the offer and sale of up to 673,971 shares of Wheeler Real Estate Investment Trust, Inc. common stock, par value $0.01 per share, issuable upon exercise of warrants held by selling stockholders identified in the associated prospectus.
What exchange transactions did WHLR report on September 2, 2026?
WHLR agreed to issue an aggregate of 581,328 common shares to two unaffiliated investors in exchange for 23,664 Series B Preferred and 3,537 Series D Preferred shares, including one transaction at 124 common shares for four Series B and one Series D share.
What exchange transaction did WHLR report on September 3, 2026?
On September 3, 2026, WHLR agreed to issue 260,300 common shares to an unaffiliated investor in exchange for 7,600 Series B Preferred and 1,900 Series D Preferred shares, using an exchange ratio of 137 common shares for four Series B and one Series D share.
Did Wheeler Real Estate Investment Trust, Inc. receive cash from these exchanges?
No. WHLR states that it did not receive any cash proceeds in the September 2 and September 3, 2026 exchange transactions; instead, preferred shares were exchanged for common shares and the preferred shares were retired and cancelled.
What securities law exemption did WHLR rely on for these exchanges?
WHLR relied on the Section 3(a)(9) exemption under the Securities Act of 1933, noting that the exchanges were with existing holders of the company’s securities and that no commission or other remuneration was paid or given for soliciting the transactions.
Which classes of WHLR securities are listed on Nasdaq?
WHLR lists its Common Stock (symbol WHLR), Series B Preferred Stock (WHLRP), Series D Cumulative Convertible Preferred Stock (WHLRD), and 7.00% Subordinated Convertible Notes due 2031 (WHLRL) on the Nasdaq Capital Market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 28 | 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. 28 (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 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