Wheeler REIT registers 100,043,323 common shares

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement No. 38 dated May 27, 2026 that updates a prospectus relating to the issuance from time to time of up to 100,043,323 shares of common stock.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. files a Prospectus Supplement No. 38 dated May 27, 2026 that updates a prospectus relating to the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches a Current Report on Form 8-K reporting that on May 21, 2026 the company issued 757,850 shares of common stock in exchanges with three unaffiliated holders in reliance on Section 3(a)(9) of the Securities Act; the exchanged preferred shares (15,157 Series D and 30,314 Series B) were retired and cancelled. The transactions produced no cash proceeds.

Insights

Securities Counsel

Supplement registers a large shelf amount and discloses a non-cash exchange under Section 3(a)(9).

The prospectus supplement lists an aggregate registration capacity of 100,043,323 shares and includes a Form 8-K disclosure that the company exchanged 757,850 shares of common stock for specified Series B and Series D preferred shares on May 21, 2026. The filing states the exchanges relied on Section 3(a)(9) of the Securities Act and that no commissions were paid.

Key dependencies: the registration remains subject to the base prospectus terms and any applicable qualifier language; the disclosed exchanges retired the preferred shares and generated no cash proceeds. Subsequent filings may detail methods or timing for any distributions from the registered shelf.

Corporate Finance Analyst

Transaction is a non-dilutive conversion of preferred into common issued under an exemption.

The Form 8-K reports issuance of 757,850 common shares in exchange for an aggregate 45,471 preferred shares (15,157 Series D; 30,314 Series B) and cancellation of the preferred shares. The company received no cash proceeds from these exchanges.

Implication: this is a capitalization change recorded as an exchange with existing holders; the prospectus supplement separately preserves the company’s ability to issue up to 100,043,323 shares under the shelf registration.

Key Figures

Registered shelf capacity: 100,043,323 shares Common shares issued in exchange: 757,850 shares Series D preferred retired: 15,157 shares +1 more

4 metrics

Registered shelf capacity 100,043,323 shares Prospectus Supplement No. 38 dated <date>May 27, 2026</date>

Common shares issued in exchange 757,850 shares Exchanged on <date>May 21, 2026</date> per Form 8-K

Series D preferred retired 15,157 shares Retired and cancelled as part of the exchanges on <date>May 21, 2026</date>

Series B preferred retired 30,314 shares Retired and cancelled as part of the exchanges on <date>May 21, 2026</date>

Key Terms

Prospectus Supplement, Section 3(a)(9), retired and cancelled

3 terms

Prospectus Supplement regulatory

"This is Prospectus Supplement No. 38 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.

Section 3(a)(9) regulatory

"in reliance upon the exemption ... 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.

retired and cancelled market

"the shares of the Preferred Stock exchanged have been retired and cancelled"

Offering Details

shelf · 100,043,323 shares

Offering

Offering Type shelf

Securities Offered common stock

Offering Amount 100,043,323 shares

FAQ

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

What does Prospectus Supplement No. 38 for WHLR register?

It registers up to 100,043,323 shares of common stock under the existing prospectus. The supplement, dated May 27, 2026, updates the base prospectus and attaches a related Form 8-K disclosure.

How many common shares did WHLR issue in the May 21, 2026 exchanges?

The company issued 757,850 shares of common stock across three transactions on May 21, 2026. The exchanges were for specified Series B and Series D preferred shares and settled in customary cycles.

Were any cash proceeds received by WHLR from the exchanges?

No. The filing states the company did not receive any cash proceeds from the transactions; the preferred shares exchanged were retired and cancelled by the company.

On what legal basis were the common shares issued in the exchanges?

The company relied on Section 3(a)(9) of the Securities Act, which permits exchanges with existing holders, and disclosed that no commissions or remuneration were paid to solicit the transactions.

Which preferred series were retired in the exchanges?

The filing shows retirement of 15,157 shares of Series D Cumulative Convertible Preferred Stock and 30,314 shares of Series B Convertible Preferred Stock as part of the exchange transactions.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/27/2026 - 05:15 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 38

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. 38 (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 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