Wheeler (WHLR) registers 100M shares; Note conversion price cut to $0.69
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. registered up to 100,043,323 shares of Common Stock under a prospectus supplement dated June 8, 2026. The supplement incorporates an 8-K describing June 2026 Series D Preferred Stock redemptions and a related adjustment to the conversion price on the Company’s 7.00% Subordinated Convertible Notes due 2031.
The conversion price for the Notes was adjusted to approximately $0.69 per share (about 36.09 shares per $25.00 principal) after a ten‑day volume weighted average closing price of approximately $1.26. For June redemptions the Company issued 251,090 shares of Common Stock to settle redemptions of 7,700 Series D Preferred shares at an aggregate Redemption Price near $41.07 per preferred share. As of June 5, 2026, the Company reported 2,194,353 Common shares and 1,765,162 Series D Preferred shares outstanding.
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Insights
Conversion-price reset materially increases share issuance on conversion.
The filing shows the Note conversion price was adjusted to approximately $0.69 per share following a 10‑day VWAP of $1.26, implying about 36.09 shares per $25 principal. That reset raises the potential share count upon conversion and is a determinable mechanical outcome of the indenture formula.
Market impact depends on future conversion activity and holder decisions; subsequent filings will show conversion volumes and any change in outstanding note principal.
Preferred redemptions are being settled in Common Stock, increasing equity issuance.
The Company processed six June redemptions totaling 7,700 Series D shares and issued 251,090 Common shares to settle them. Cumulative redemptions to date include 1,803,728 preferred shares redeemed and about 753,000 Common shares issued in aggregate.
Funding and dilution effects depend on the pace of monthly redemptions and any related conversions of the Notes; further 8-Ks or prospectus supplements will provide updated totals.
Key Figures
Registered shares: 100,043,323 shares
Adjusted conversion price: $0.69 per share
Shares per $25 principal: 36.09 shares
+3 more
6 metrics
Registered shares
100,043,323 shares
Prospectus Supplement No. 40 dated June 8, 2026
Adjusted conversion price
$0.69 per share
7.00% Subordinated Convertible Notes due 2031 after June adjustments
Shares per $25 principal
36.09 shares
Per $25.00 principal amount of Notes being converted
10‑day VWAP
$1.26
Ten trading days immediately preceding June 5, 2026 Holder Redemption Date
June redemption shares issued
251,090 shares
Common Stock issued to settle June 5, 2026 Series D redemptions
Outstanding shares as of June 5, 2026
2,194,353 common; 1,765,162 Series D pref
Reported outstanding share counts
Key Terms
conversion price, volume weighted average, Holder Redemption Date
3 terms
conversion price financial
"the conversion price for the Notes was further adjusted to approximately $0.69 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
volume weighted average market
"The volume weighted average of the closing sales price ... for the ten consecutive trading days ... was approximately $1.26"
A volume weighted average is an average that gives more weight to values accompanied by larger quantities—so higher-volume trades or measurements pull the average closer to the prices where more activity happened. For investors, it reveals the price level that most trading actually supported, helping judge whether a trade or price move was driven by substantial participation or by a few small trades, much like averaging grades where final exams count more than short quizzes.
Holder Redemption Date regulatory
"The 33rd monthly "Holder Redemption Date" occurred on June 5, 2026"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Wheeler's Prospectus Supplement No. 40 register?
It registers up to 100,043,323 shares of Common Stock under the June 8, 2026 supplement, available for issuance pursuant to the Prospectus. The supplement incorporates a Form 8-K updating Series D Preferred redemptions and related note conversion adjustments.
How was the conversion price for the 7.00% Notes determined?
The conversion price was adjusted to approximately $0.69 per share pursuant to the indenture formula after a 10‑day VWAP of $1.26. That yields roughly 36.09 shares per $25.00 principal when conversions occur.
How many Series D redemptions have been processed to date?
To date the Company has processed 421 redemption requests, redeeming 1,803,728 Series D shares in the aggregate and issuing approximately 753,000 Common shares in settlement of those requests.
Prospectus Supplement No. 40 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated June 20, 2025) | Registration No. 333-287930 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 40 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,323 shares of our common stock, par value $0.01 (“Common Stock”). 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 June 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 June 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): June 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 June 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 $1.26. 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 $0.69 per share of Common Stock (approximately 36.09 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.26.
Results of June 2026 Series D Preferred Stock Redemptions
•The 33rd monthly “Holder Redemption Date” occurred on June 5, 2026.
•The Company processed six redemption requests from holders of its Series D Preferred Stock, collectively redeeming 7,700 shares of Series D Preferred Stock for a redemption price of approximately $41.07 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the June 5, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 251,090 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 June 5, 2026 Holder Redemption Date was approximately $1.26.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 421 redemption requests, collectively redeeming 1,803,728 shares of Series D Preferred Stock.
•The Company has issued approximately 753,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of June 5, 2026, the Company had 2,194,353 shares of Common Stock and 1,765,162 shares of Series D Preferred Stock outstanding.
July 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is June 25, 2026.
•The next monthly Holder Redemption Date will occur on July 6, 2026 (the "July Redemption Date").
•Based on historical amounts of monthly redemption requests, it is very possible that the Company will not have enough shares of registered Common Stock from its current registration statement to settle redemption requests on the July Redemption Date. •The Company plans to file a new registration statement to register additional shares of Common Stock to cover future monthly redemption requests but there can be no assurance that it will be declared effective in advance of the July Redemption Date. •If the new registration statement is not effective by the July Redemption Date, the Company would likely issue unregistered Common Stock to settle redemption requests OR delay delivery of registered Common Stock pending SEC clearance of the new registration statement. | ||
•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, and include statements about the Company's intentions to file a registration statement and the effectiveness thereof. 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/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: June 8, 2026