Wheeler REIT registers 673,971 common shares

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering 673,971 shares of Common Stock for sale by selling stockholders, as shares issuable upon exercise of outstanding warrants.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement registering 673,971 shares of Common Stock for sale by selling stockholders, as shares issuable upon exercise of outstanding warrants.

The supplement, dated May 27, 2026, attaches a Current Report on Form 8-K that reports an May 21, 2026 exchange in which the company issued 757,850 shares of Common Stock in reliance on Section 3(a)(9) in exchange for 15,157 shares of Series D Preferred Stock and 30,314 shares of Series B Preferred Stock; the exchanged preferred shares were retired. The supplement states the sales are by selling stockholders; the company does not receive resale proceeds from those selling stockholders under this registration.

Insights

Securities Attorney

Registers resale of warrant-issuable common shares; relies on selling stockholders framework.

The Prospectus Supplement registers 673,971 shares of Common Stock "issuable upon exercise of the warrants" by selling stockholders, and it attaches an 8-K dated May 27, 2026. The filing explicitly treats the registered shares as resale by holders, not as a primary issuance; proceeds treatment is stated as resale-holder proceeds.

Legal qualifiers are preserved: the supplement references "Risk Factors" and notes reliance on Section 3(a)(9) for the separate unregistered exchanges described in the attached Form 8-K. Subsequent disclosures would be required if any material terms of the registered resale or plan of distribution change.

Capital Markets Analyst

Registrations expand potential secondary supply; company completed a preferred-for-common exchange reported on Form 8-K.

The registration lists 673,971 shares for resale by selling stockholders, which could create secondary supply if warrants are exercised. Separately, the 8-K reports an exchange on May 21, 2026 issuing 757,850 Common Stock for specified preferred shares that were retired.

Operational impact depends on warrant exercise timing and holders' decisions. Cash-flow treatment for the resale offering is stated as proceeds to selling holders; issuer proceeds are not indicated in the supplement.

Key Figures

Registered shares: 673,971 shares Exchanged common shares: 757,850 shares Series D Preferred exchanged: 15,157 shares +2 more

5 metrics

Registered shares 673,971 shares Prospectus Supplement No. 9 dated May 27, 2026

Exchanged common shares 757,850 shares Issued on May 21, 2026 per attached Form 8-K

Series D Preferred exchanged 15,157 shares Exchanged for common in Form 8-K transaction on May 21, 2026

Series B Preferred exchanged 30,314 shares Exchanged for common in Form 8-K transaction on May 21, 2026

Exchange ratio described 50 Common per (2 Series B + 1 Series D) Each transaction issued fifty shares of Common Stock for two Series B and one Series D

Key Terms

Section 3(a)(9), Prospectus Supplement, selling stockholders

3 terms

Section 3(a)(9) regulatory

"‘‘in reliance upon the exemption from the registration requirements…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.

Prospectus Supplement financial

"‘‘This is Prospectus Supplement No. 9 (this “Prospectus Supplement”) 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.

selling stockholders financial

"‘‘offer and sale of up to 673,971 shares…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.

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 Wheeler (WHLR) register in Prospectus Supplement No. 9?

The company registers 673,971 shares of Common Stock for resale, specifically those issuable upon exercise of outstanding warrants, as stated in the supplement dated May 27, 2026.

Who receives proceeds from the registered resale of 673,971 shares?

Proceeds are set to accrue to the selling stockholders; the supplement indicates the registration covers resale by holders, not primary proceeds to the issuer.

What did Wheeler disclose on the attached Form 8-K?

The attached Form 8-K reports an exchange on May 21, 2026 issuing 757,850 Common Stock in exchange for 15,157 Series D and 30,314 Series B preferred shares, which were retired.

Under what authority were the preferred-for-common exchanges made?

The company states the exchanges were completed in reliance on the exemption in Section 3(a)(9) of the Securities Act, which covers exchanges with existing holders.

Does the registration change the company’s outstanding share count?

The supplement registers resaleable shares issuable on exercise of warrants; it does not itself state a change to outstanding shares. The Form 8-K reports a separate issuance of 757,850 shares on May 21, 2026.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:17 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 9

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. 9 (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 May 27, 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 May 27, 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): May 21, 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 May 21, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 757,850 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “Investors”) in separate exchanges for an aggregate amount of 15,157 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 30,314 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). Each transaction involved the issuance of fifty shares of Common Stock in exchange for two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions 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 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: May 27, 2026