Wheeler Real Estate (WHLR) shelf adds 100,043,323 shares; notes conversion reset
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement No. 32 updating its shelf prospectus to state it may issue up to 100,043,323 shares of Common Stock. The supplement attaches an April 6–7, 2026 Form 8-K reporting Series D preferred redemptions and a related adjustment to the conversion price on the 7.00% Subordinated Convertible Notes due 2031 to approximately $0.57 per share (about 43.85 shares per $25 principal) following a ten-day VWAP of approximately $1.04. The April redemptions settled by issuing 207,066 shares of Common Stock; as of April 6, 2026 the company reported 1,813,124 shares of Common Stock and 1,715,095 shares of Series D Preferred Stock outstanding.
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Insights
Prospectus supplement refreshes shelf capacity and discloses conversion-price adjustment tied to Series D redemptions.
The supplement reiterates a shelf registration for up to 100,043,323 shares and incorporates an 8-K showing Series D preferred redemptions triggered a downward adjustment of the Notes' conversion price to ~$0.57 per share under the indenture formula.
Key dependencies include continued monthly holder redemptions and the ten-day VWAP metric; timing of future conversions and dilution depends on holder elections and future VWAPs. Subsequent filings will show additional redemptions or note conversions.
Conversion-price reset materially increases the common-share rate per $25 principal for noteholders.
The Notes now convert at roughly 43.85 shares per $25 principal, reflecting a 45% discount to the VWAP used for Series D conversions; this raises potential equity issuance if conversions occur.
Monitor subsequent Holder Redemption Dates and any voluntary conversions; the company’s disclosures tie conversion mechanics to market pricing and monthly redemptions.
Key Figures
Shelf capacity: 100,043,323 shares
Adjusted conversion price: $0.57 per share
Shares per $25 principal: 43.85 shares
+5 more
8 metrics
Shelf capacity
100,043,323 shares
Prospectus Supplement No. 32
Adjusted conversion price
$0.57 per share
7.00% Subordinated Convertible Notes due 2031
Shares per $25 principal
43.85 shares
per $25 principal amount of Notes being converted
Ten‑day VWAP
$1.04
VWAP for ten trading days preceding April 6, 2026
April Series D redemptions
5,200 shares
Series D Preferred Stock redeemed on April 6, 2026
Common shares issued for April redemptions
207,066 shares
Shares issued in settlement of April redemptions
Common shares outstanding
1,813,124 shares
as of April 6, 2026
Series D Preferred outstanding
1,715,095 shares
as of April 6, 2026
Key Terms
Prospectus Supplement, Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, Holder Redemption Date, +1 more
5 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 32 (this “Prospectus Supplement”)"
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 D Cumulative Convertible Preferred Stock financial
"redemptions by the holders of Wheeler... Series D Cumulative Convertible Preferred Stock"
7.00% Subordinated Convertible Notes due 2031 financial
"indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031"
Holder Redemption Date financial
"The 31th monthly “Holder Redemption Date” occurred on April 6, 2026"
volume weighted average price (VWAP) market
"The volume weighted average of the closing sales price... was approximately $1.04"
Volume weighted average price (VWAP) is the average price a security traded at over a specific period, where each trade is weighted by the number of shares traded so larger trades count more. Think of it like an average price at a market where bulk purchases move the average more than small ones. Investors use VWAP as a performance benchmark and a reference point to judge whether a buy or sell happened at a good price and to guide trading decisions.
Offering Details
shelf
Offering
Offering Type
shelf
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does WHLR's Prospectus Supplement No. 32 authorize?
It authorizes issuance of up to 100,043,323 shares of Common Stock. The supplement updates the prospectus and incorporates the company's April 6–7, 2026 Form 8-K information.
How was the Notes' conversion price adjusted for WHLR's 7.00% Notes due 2031?
The conversion price was adjusted to approximately $0.57 per share, equal to about 43.85 shares per $25 principal, based on the indenture formula tied to Series D redemptions and VWAP.
What was the VWAP used to set Series D redemption conversions?
The ten‑day volume weighted average closing price used was approximately $1.04 per share for the period ending before the April 6, 2026 Holder Redemption Date.
How many Series D redemptions has WHLR processed cumulatively?
To date, WHLR has processed 407 redemption requests, redeeming 1,782,283 shares of Series D Preferred Stock and issuing approximately 600,000 shares of Common Stock in aggregate settlement.
Prospectus Supplement No. 32 | 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. 32 (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 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 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 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