Wheeler (NASDAQ: WHLR) files supplement for 100,043,323-share shelf

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated March 13, 2026 registering the issuance from time to time of up to 100,043,323 shares of its common stock. The supplement attaches a Current Report on Form 8-K reporting executive and board changes effective March 14, 2026.

The 8-K notes the CFO’s final day at the company as March 13, 2026, the appointment of Patrick Gundlach as Chief Accounting Officer and Treasurer effective March 14, 2026, the resignation of director Kerry Campbell effective March 14, 2026, designation of Rebecca Musser as Audit Committee Chair, and appointment of Sydney Schlimgen as Corporate Secretary.

Insights

Corporate Governance Expert

Routine governance updates with internal promotion and a director resignation.

The filing documents a planned executive transition: the CFO role is vacated and a senior accounting executive, Patrick Gundlach, is elevated to Chief Accounting Officer and Treasurer effective March 14, 2026. This is an internal appointment from the registrant’s finance team.

The board change—director Kerry Campbell resigning to focus on a related subsidiary—and the Audit Committee chair designation are governance housekeeping items. These moves are disclosed as not resulting from disagreement over company operations.

Securities & Capital Markets Expert

Prospectus Supplement updates shelf capacity and attaches an 8-K reporting personnel changes.

The supplement states the company may issue up to 100,043,323 shares of common stock under the prospectus framework dated June 20, 2025. The supplement incorporates an attached Form 8-K as an update to the offering materials.

There is no disclosure in the excerpt about proceeds treatment, offering method, or timing. Subsequent filings or the prospectus supplement text would specify distribution mechanics and issuer proceeds if applicable.

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Accepted by SEC EDGAR 03/13/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What does the Prospectus Supplement for WHLR register?

The supplement registers the issuance of up to 100,043,323 shares of Common Stock under the Prospectus dated June 20, 2025. It updates the prospectus by attaching the company’s Form 8-K filed March 13, 2026.

Who was appointed to Wheeler's accounting and treasury roles (WHLR)?

Patrick Gundlach was appointed Chief Accounting Officer and Treasurer, effective March 14, 2026. He has served at the company since 2018 as Director of Financial Reporting and is a certified public accountant.

Which board change did Wheeler (WHLR) disclose in the 8-K?

Kerry Campbell submitted his resignation from the Board effective March 14, 2026 to focus on a related subsidiary. The filing states the resignation was not due to any disagreement over company operations, policies, or practices.

Did Wheeler name a new Audit Committee chair (WHLR)?

Rebecca Musser was designated Chair of the Audit Committee and is identified as an audit committee financial expert under SEC rules. The designation is effective as disclosed in the Form 8-K attached to the supplement.

Does the supplement state how proceeds from share issuances will be used (WHLR)?

The provided excerpt does not state use of proceeds. The supplement attaches an 8-K for personnel updates; the prospectus or future amendments would specify proceeds treatment if disclosed.

Prospectus Supplement No. 29

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. 29 (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 March 13, 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 March 13, 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): March 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, our Chief Financial Officer’s last day at Wheeler Real Estate Investment Trust, Inc. (the “Company”) is March 13, 2026. A search for a new Chief Financial Officer is underway.

In the meantime, the Company is pleased to announce the appointment of Patrick Gundlach as the Company’s Chief Accounting Officer and Treasurer. Mr. Gundlach’s appointment is effective as of March 14, 2026. Mr. Gundlach, 44, has been employed by the Company since 2018, serving as its Director of Financial Reporting. Mr. Gundlach is a certified public accountant and holds a Bachelor of Business Administration in Accounting from James Madison University.

There is no arrangement or understanding between Mr. Gundlach and any other person pursuant to which Mr. Gundlach was appointed Principal Accounting Officer or Treasurer, nor does he have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Gundlach has no family relationships with any of the Company’s directors or executive officers.

Mr. Kerry Campbell has at the same time decided to focus exclusively on our subsidiary Cedar Realty Trust (NYSE: CDRpB and CDRpC) where he is presently the Chairman of the Board of Directors. As such, Mr. Campbell submitted his notice of resignation as a member of the Company’s Board of Directors on March 10, 2026, to be effective as of March 14, 2026. Mr. Campbell’s resignation was not the result of any disagreement regarding the Company’s operations, policies or practices.

Ms. Rebecca Musser, a current director of the Company and a member of the Company’s Audit Committee and the Related Person Transactions Committee, was designated as Chair of the Company’s Audit Committee. Ms. Musser qualifies as an “audit committee financial expert” as that term is defined by the applicable Securities and Exchange Commission regulations.

Finally, Ms. Sydney Schlimgen (an employee of the Company) was appointed the Company’s Corporate Secretary, effective as of March 14, 2026.

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: March 13, 2026