Wheeler Real Estate (WHLR) exchanges preferred shares for 352,000 common shares
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. provides a prospectus supplement updating prior disclosure related to its Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock issued as interest on its 7.00% Subordinated Convertible Notes due 2031.
The company agreed with an unaffiliated investor to exchange 352,000 shares of common stock for 6,400 Series B and 1,600 Series D preferred shares. The exchange ratio was 220 common shares for every four Series B and one Series D share. No cash was paid or received, and the preferred shares exchanged were retired and cancelled. The issuance relied on the Section 3(a)(9) exemption as an exchange with an existing holder without commissions or other remuneration.
Positive
- None.
Negative
- None.
Filing Explained
The July 20 prospectus supplement reports that the July 14 exchange had settled: 352,000 common shares were issued, the exchanged preferred shares were retired and cancelled, and no cash proceeds were received.
Key Figures
Common shares issued: 352,000 shares
Series B Preferred exchanged: 6,400 shares
Series D Preferred exchanged: 1,600 shares
+2 more
5 metrics
Common shares issued
352,000 shares
Issued to an unaffiliated investor in exchange for preferred stock
Series B Preferred exchanged
6,400 shares
Series B Convertible Preferred Stock surrendered and cancelled
Series D Preferred exchanged
1,600 shares
Series D Cumulative Convertible Preferred Stock surrendered and cancelled
Exchange ratio
220 common shares
For every four Series B and one Series D preferred share
Coupon on subordinated notes
7.00%
7.00% Subordinated Convertible Notes due 2031 referenced in the prospectus
Key Terms
Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, Unregistered Sales of Equity Securities, Section 3(a)(9), +1 more
5 terms
Series D Cumulative Convertible Preferred Stock financial
"our Series D Cumulative Convertible Preferred Stock as interest payment"
7.00% Subordinated Convertible Notes due 2031 financial
"our 7.00% Subordinated Convertible Notes due 2031"
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)"
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 financial
"Series D Cumulative Convertible Preferred Stock"
Offering Details
shelf
Offering
Offering Type
shelf
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What equity transaction did WHLR disclose in this prospectus supplement and Form 8-K?
Wheeler Real Estate Investment Trust agreed to issue 352,000 common shares to an unaffiliated investor in exchange for 6,400 Series B and 1,600 Series D preferred shares, which were then retired and cancelled, with no cash changing hands.
Did Wheeler (WHLR) receive any cash proceeds from this exchange?
No cash was involved in the transaction. Wheeler Real Estate Investment Trust explicitly states that it did not receive any cash proceeds; the deal was purely an equity-for-equity exchange of preferred shares for newly issued common stock.
What securities law exemption did WHLR rely on for the common stock issuance?
The company relied on the Section 3(a)(9) exemption under the Securities Act of 1933, treating the issuance as an exchange with an existing holder of its securities, with no commission or remuneration paid for soliciting the transaction.
How does this supplement relate to WHLR’s Series B and Series D preferred stock and notes?
The supplement references an existing prospectus covering issuance of Series B and Series D preferred as interest on 7.00% Subordinated Convertible Notes due 2031, and updates that disclosure by attaching a new exchange of preferred for common stock.
Prospectus Supplement No. 53 | 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. 53 (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 July 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 July 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): July 14, 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 3.02 Unregistered Sales of Equity Securities
On July 14, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 352,000 shares of its common stock, $0.01 par value per share (the “Common Stock”) to an unaffiliated holder of the Company's securities (the “Investor”) in exchange for 6,400 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 1,600 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”). The transaction involved the issuance of two hundred twenty 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 this transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
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: July 20, 2026