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Wheeler REIT (Nasdaq: WHLR) details warrant share resale and preferred exchanges

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement linked to an existing shelf registration covering the resale of up to 673,971 shares of common stock issuable upon exercise of warrants held by selling stockholders. The supplement incorporates a recent current report describing unregistered exchanges of preferred stock into common stock.

On August 5, 2026, the company agreed to issue 100,100 common shares in exchange for Series B and Series D preferred shares, and on August 7, 2026 it agreed to issue 77,500 common shares in a similar exchange. The preferred shares received in these exchanges were retired and cancelled, and the company received no cash proceeds. The exchanges relied on the Section 3(a)(9) exemption under the Securities Act.

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Warrant shares registered for resale 673,971 shares of common stock Common stock issuable upon exercise of warrants covered by the prospectus dated March 20, 2026
Common shares issued August 5, 2026 100,100 shares of common stock Issued in exchange for preferred stock held by the August 5 Investor
Common shares issued August 7, 2026 77,500 shares of common stock Issued in exchange for preferred stock held by the August 7 Investor
Series B preferred exchanged August 5, 2026 2,800 shares of Series B Convertible Preferred Stock Retired and cancelled in exchange for common stock
Series D preferred exchanged August 5, 2026 700 shares of Series D Cumulative Convertible Preferred Stock Retired and cancelled in exchange for common stock
Series B preferred exchanged August 7, 2026 2,000 shares of Series B Convertible Preferred Stock Retired and cancelled in exchange for common stock
Series D preferred exchanged August 7, 2026 500 shares of Series D Cumulative Convertible Preferred Stock Retired and cancelled in exchange for common stock
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 22 to our Prospectus, dated March 20, 2026"
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.
Series B Convertible Preferred Stock financial
"in exchange for 2,800 shares of the Company's Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
Series D Cumulative Convertible Preferred Stock financial
"and 700 shares of the Company's Series D Cumulative Convertible Preferred Stock"
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities"
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.
Offering Type secondary

FAQ

What does Wheeler Real Estate Investment Trust (WHLR) register in this prospectus supplement?
Wheeler Real Estate Investment Trust registers the resale of up to 673,971 shares of common stock issuable upon exercise of warrants by selling stockholders under its existing prospectus dated March 20, 2026.

What equity exchanges did WHLR report on August 5, 2026?
On August 5, 2026, WHLR agreed to issue 100,100 common shares in exchange for 2,800 Series B and 700 Series D preferred shares held by an unaffiliated investor.

What equity exchanges did WHLR report on August 7, 2026?
On August 7, 2026, WHLR agreed to issue 77,500 common shares in exchange for 2,000 Series B and 500 Series D preferred shares held by another unaffiliated investor.

Did WHLR receive cash from the August 2026 preferred-for-common exchanges?
WHLR did not receive any cash proceeds from the August 5 and August 7, 2026 exchanges; instead, preferred shares were swapped for common stock and then retired and cancelled.

How were the WHLR August 2026 exchanges structured under securities laws?
The common stock issued in August 2026 exchanges relied on the Section 3(a)(9) exemption, as they were exchanges with existing security holders and no commission or remuneration was paid for soliciting the transactions.

Who are the investors involved in WHLR’s August 2026 exchanges?
The exchanges involved two unaffiliated holders of WHLR securities, identified as the August 5 Investor and the August 7 Investor, who received common shares for their preferred stock.

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Prospectus Supplement No. 22
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated March 20, 2026) Registration No. 333-294263

wheelerlogoa05.jpg

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 22 (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 August 11, 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 August 11, 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): August 5, 2026
 WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)  
Maryland001-3571345-2681082
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareWHLR
Nasdaq Capital Market
Series B Convertible Preferred StockWHLRP
Nasdaq Capital Market
Series D Cumulative Convertible Preferred StockWHLRD
Nasdaq Capital Market
7.00% Subordinated Convertible Notes due 2031WHLRL
Nasdaq Capital Market



Item 3.02 Unregistered Sales of Equity Securities

On August 5, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 100,100 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “August 5 Investor”) in exchange for 2,800 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 700 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of one hundred forty-three shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

On August 7, 2026, the Company agreed to issue 77,500 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 7 Investor”) in exchange for 2,000 shares of the Series B Preferred Stock and 500 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred fifty-five shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction 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 August 5 Investor and the August 7 Investor (together, 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: August 11, 2026


Source: View Original Filing on SEC EDGAR