Wheeler registers 673,971 resale shares

Wheeler Real Estate Investment Trust, Inc. supplements its March 20, 2026 prospectus to register up to 673,971 shares of Common Stock issuable upon exercise of warrants by the selling stockholders identified in the Prospectus.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. supplements its March 20, 2026 prospectus to register up to 673,971 shares of Common Stock issuable upon exercise of warrants by the selling stockholders identified in the Prospectus.

The supplement attaches a Current Report on Form 8-K filed April 6, 2026 that discloses the issuance of Series D Preferred Stock: the company issued 80,000 and 66,666 shares of Series D Preferred Stock on March 16, 2026 and April 1, 2026 in exchange for Cedar Series C and Series B preferred shares, which were contributed to and retired by Cedar Realty Trust, Inc.

Insights

Securities Registration Specialist

Resale registration for warrant‑issued shares; administrative update.

The Prospectus Supplement registers 673,971 shares of Common Stock issuable upon warrant exercise by selling stockholders, a typical resale registration to permit secondary sales by holders. The supplement attaches an 8‑K updating prior disclosures.

Because this is a resale-type registration, it does not by itself indicate new primary capital raised; cash‑flow treatment is determined by future sales and exercise mechanics described elsewhere in the Prospectus.

Corporate Finance Counsel

Series D exchange transactions recorded as private, exempt issuances.

The 8‑K discloses issuance of 80,000 and 66,666 shares of Series D Preferred Stock in exchange for specified Cedar preferred shares; those contributed Cedar shares were retired by Cedar Realty Trust, Inc. The Company relied on Section 4(a)(2) of the Securities Act for exemption.

These are private, non‑public transactions; subsequent disclosures would be needed to show any market impact or proceeds treatment tied to these preferred securities.

Key Figures

Registered shares: 673,971 shares Series D issued (Mar 16, 2026): 80,000 shares Series D issued (Apr 1, 2026): 66,666 shares +1 more

4 metrics

Registered shares 673,971 shares Prospectus Supplement dated April 6, 2026

Series D issued (Mar 16, 2026) 80,000 shares Issued in exchange for 120,000 Cedar Series C shares

Series D issued (Apr 1, 2026) 66,666 shares Issued in exchange for 90,000 Cedar Series C and 10,000 Cedar Series B shares

Cedar Series C contributed 210,000 shares 120,000 and 90,000 Cedar Series C contributed then retired

Key Terms

Prospectus Supplement, selling stockholders, Section 4(a)(2), Series D Preferred Stock

4 terms

Prospectus Supplement regulatory

"This is Prospectus Supplement No. 2 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.

selling stockholders financial

"issuable upon exercise of the warrants described therein by the selling stockholders identified in the Prospectus"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

Section 4(a)(2) regulatory

"issued the Series D Preferred Stock to the Series D Investor in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Series D Preferred Stock financial

"the Company issued 80,000 and 66,666 shares of its Series D Preferred Stock"

Series D preferred stock is a specific class of preferred shares typically issued in a later-stage financing round that gives holders special rights such as priority for payout before common shareholders, fixed or cumulative dividends, and often the option to convert into common shares. Investors care because these shares affect who gets paid first in a sale or liquidation, influence ownership and voting power, and change how future fundraising or an exit will impact an investor’s return—like a VIP ticket that can sometimes be exchanged for a regular ticket if that proves more valuable.

Offering Details

resale/secondary · 673,971 shares

Offering

Offering Type resale/secondary

Securities Offered Common Stock

Offering Amount 673,971 shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Prospectus Supplement for WHLR register?

It registers up to 673,971 shares of Common Stock. These shares are issuable upon exercise of warrants held by the selling stockholders identified in the Prospectus.

Who is offering the shares in the WHLR supplement?

The shares are offered by the selling stockholders identified in the Prospectus. The supplement covers resale of shares issuable upon warrant exercise rather than a primary issuance by the company.

What did the attached Form 8‑K filed April 6, 2026 disclose for WHLR?

The 8‑K disclosed issuance of 80,000 and 66,666 shares of Series D Preferred Stock on March 16 and April 1, 2026, issued in exchange for Cedar preferred shares that were contributed and retired by Cedar.

Were the Series D issuances public offerings for WHLR?

No. The Company issued the Series D Preferred Stock in reliance on Section 4(a)(2) of the Securities Act as private transactions not involving a public offering.

Does this supplement indicate Wheeler will receive proceeds from the registered shares?

The supplement registers resale of shares issuable upon warrant exercise by selling holders. The document does not describe company proceeds from those resales in this excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 08:55 AM EDT Learn about SEC filing dates

Prospectus Supplement No. 2

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. 2 (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 April 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 April 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): April 1, 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

Sale of Series D Preferred Stock

On March 16, 2026 and April 1, 2026, the Company entered into subscription agreements with unaffiliated investors (the “Series D Investor”) pursuant to which the Company issued 80,000 and 66,666 shares of its Series D Preferred Stock, respectively, in consideration for 120,000 and 90,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the “Cedar Series C Preferred Stock”), respectively, and 0 and 10,000 of 7.25% Series B Cumulative Redeemable Preferred Stock (the “Cedar Series B Preferred Stock”), respectively, of the Company’s subsidiary Cedar Realty Trust, Inc. (“Cedar”), held by the Series D Investor. Immediately following the closing of such transactions, the Company contributed the acquired Cedar Series C Preferred Stock and Cedar Series B Preferred Stock to Cedar and those shares were retired.

The Company issued the Series D Preferred Stock to the Series D Investor in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.

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, nor an offer to sell or the solicitation of an offer to buy any 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: April 6, 2026