WHLR (NASDAQ: WHLR) cuts conversion price to $0.57 after Series D redemptions
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. reports adjustments tied to monthly redemptions of its Series D Cumulative Convertible Preferred Stock used to satisfy interest on its 7.00% Subordinated Convertible Notes due 2031. The conversion price for the Notes was adjusted to approximately $0.57 per share, or about 43.85 shares per $25.00 principal, reflecting a 45% discount to the $1.04 ten-day VWAP.
For the April cycle, five holders redeemed 5,200 Series D shares and the Company issued 207,066 Common Stock shares to settle the redemption price of approximately $41.28 per Series D share. Cumulatively, 1,782,283 Series D shares have been redeemed and approximately 600,000 Common Shares issued in settlement. As of April 6, 2026, the Company reports 1,813,124 Common Shares and 1,715,095 Series D Preferred Shares outstanding.
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Insights
Conversion mechanics lowered the Notes' conversion price to $0.57 following Series D redemptions.
The filing shows the conversion price was adjusted under the indenture's optional conversion provision to $0.57 per share because the ten‑day VWAP used for Series D redemption calculations was approximately $1.04. That adjustment increases the number of shares issuable on conversion to about 43.85 shares per $25.00 principal.
Watch subsequent Holder Redemption Dates and monthly redemption volumes; continued redemptions will incrementally affect potential share issuance from the Notes. Timing and aggregate dilution depend on holder elections and future VWAPs reported in successive filings.
Key Figures
Adjusted conversion price: $0.57 per share
VWAP (10-day): $1.04
Series D shares redeemed (April): 5,200 shares
+5 more
8 metrics
Adjusted conversion price
<money>$0.57</money> per share
conversion price for 7.00% Subordinated Convertible Notes due 2031
VWAP (10-day)
<money>$1.04</money>
ten trading days immediately preceding April 6, 2026 Holder Redemption Date
Series D shares redeemed (April)
5,200 shares
April 6, 2026 Holder Redemption Date
Common shares issued (April)
207,066 shares
issued to settle April Series D redemptions
Redemption price per Series D share
<money>$41.28</money> per share
$25.00 par plus accrued dividends to April 6, 2026
Cumulative Series D redemptions
1,782,283 shares
total processed redemptions to date
Cumulative Common shares issued
approximately 600,000 shares
aggregate issued in settlement of Series D redemptions
Shares outstanding (Common)
1,813,124 shares
as of April 6, 2026
Key Terms
conversion price, Holder Redemption Date, volume weighted average, 7.00% Subordinated Convertible Notes due 2031
4 terms
conversion price financial
"the conversion price for the Notes was further adjusted to approximately $0.57 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.
Holder Redemption Date regulatory
"The 31th monthly "Holder Redemption Date" occurred on April 6, 2026"
volume weighted average market
"The volume weighted average of the closing sales price ... was approximately $1.04"
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.
7.00% Subordinated Convertible Notes due 2031 financial
"issuance ... as interest payment on our 7.00% Subordinated Convertible Notes due 2031"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What conversion price did WHLR set for the 7.00% Notes after April redemptions?
The conversion price was adjusted to approximately $0.57 per share. This reflects the indenture formula tied to the April Series D redemptions and a ten‑day VWAP of $1.04 used in the calculation.
When is the next Holder Redemption Date and how can WHLR holders participate?
The next Holder Redemption Date is May 5, 2026. Redemption request forms and FAQs are available at https://ir.whlr.us/series-d/series-d-redemption per the filing.
Prospectus Supplement No. 39 | 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. 39 (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 April 7, 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 April 7, 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 6, 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 April 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 $1.04. 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 $0.57 per share of Common Stock (approximately 43.85 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.04.
Results of April 2026 Series D Preferred Stock Redemptions
•The 31th monthly “Holder Redemption Date” occurred on April 6, 2026.
•The Company processed five redemption requests from holders of its Series D Preferred Stock, collectively redeeming 5,200 shares of Series D Preferred Stock for a redemption price of approximately $41.28 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the April 6, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 207,066 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 April 6, 2026 Holder Redemption Date was approximately $1.04.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 407 redemption requests, collectively redeeming 1,782,283 shares of Series D Preferred Stock.
•The Company has issued approximately 600,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of April 6, 2026, the Company had 1,813,124 shares of Common Stock and 1,715,095 shares of Series D Preferred Stock outstanding.
May 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is April 27, 2026.
•The next monthly Holder Redemption Date will occur on May 5, 2026.
•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. 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: April 7, 2026