Wheeler REIT sets 2031 note conversion at $0.54
WHLR updates its shelf prospectus with details on September Series D preferred redemptions and a lower conversion price on its 7.00% subordinated convertible notes.
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) files Prospectus Supplement No. 15 under an existing shelf registration covering the potential issuance from time to time of up to 100,090,365 shares of its common stock. The supplement attaches and incorporates a Current Report on Form 8-K dated September 9, 2026.
The 8-K reports September 2026 redemptions of 8,200 Series D Preferred shares at a redemption price of about $41.66 per share, settled through issuing 348,896 common shares. Based on a roughly $0.98 ten-day volume-weighted average common price, the conversion price of WHLR’s 7.00% Subordinated Convertible Notes due 2031 was adjusted to about $0.54 per share, or about 46.43 common shares for each $25 principal amount. Cumulatively, 1,827,228 Series D shares have been redeemed, with about 473,000 common shares issued in settlement, and as of September 8, 2026, 4,924,701 common shares and 1,726,704 Series D Preferred shares were outstanding.
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Key Figures
Registered common stock capacity: 100,090,365 shares
September 2026 Series D shares redeemed: 8,200 shares
Redemption price per Series D share: $41.66 per share
+5 more
8 metrics
Registered common stock capacity
100,090,365 shares
Maximum common shares issuable from time to time under the prospectus supplement
September 2026 Series D shares redeemed
8,200 shares
Series D Preferred Stock redemptions on the September 8, 2026 Holder Redemption Date
Redemption price per Series D share
$41.66 per share
Includes $25.00 per share plus accrued but unpaid dividends to September 8, 2026
Common shares issued for September redemptions
348,896 shares
Common stock issued to settle the aggregate September 2026 Series D Redemption Price
VWAP of common stock
$0.98 per share
Ten-day volume weighted average of closing prices prior to September 8, 2026 Holder Redemption Date
Adjusted conversion price of 7.00% Notes
$0.54 per share
Conversion price per share of common stock after September 2026 adjustment for Notes due 2031
Conversion ratio for 7.00% Notes
46.43 shares per $25 principal
Approximate number of common shares into which each $25 of principal of the Notes converts
Shares outstanding as of September 8, 2026
4,924,701 common; 1,726,704 Series D Preferred
Outstanding WHLR equity securities reported as of the Holder Redemption Date
Key Terms
Holder Redemption Date, Series D Cumulative Convertible Preferred Stock, conversion price, volume weighted average of the closing sales price, +1 more
5 terms
Holder Redemption Date financial
"The 36th monthly “Holder Redemption Date” occurred on September 8, 2026"
Series D Cumulative Convertible Preferred Stock financial
"redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s Series D Cumulative Convertible Preferred Stock"
conversion price financial
"the conversion price for the Notes was further adjusted to approximately $0.54 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.
volume weighted average of the closing sales price financial
"The volume weighted average of the closing sales price ... was approximately $0.98"
7.00% Subordinated Convertible Notes due 2031 financial
"indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031"
Offering Details
shelf
Offering
Offering Type
shelf
FAQ
What amount of common stock can WHLR (Wheeler Real Estate Investment Trust, Inc.) issue under this prospectus supplement?
The prospectus supplement relates to the potential issuance from time to time of up to 100,090,365 shares of WHLR common stock, par value $0.01 per share, under the company’s existing shelf registration statement.
What were the key terms of WHLR’s September 2026 Series D preferred stock redemptions?
On September 8, 2026, WHLR processed 8,200 Series D Preferred redemptions at about $41.66 per share, including accrued dividends, and settled the aggregate redemption price by issuing 348,896 shares of its common stock.
How did the September 2026 redemptions affect the conversion price of WHLR’s 7.00% Notes due 2031?
For the September redemptions, the lowest Series D conversion into common stock occurred at about $0.98 per share, which triggered an adjustment of the notes’ conversion price to about $0.54 per share, or roughly 46.43 shares of common stock for each $25 principal amount.
When is the next monthly Holder Redemption Date for WHLR’s Series D preferred stock?
The company states that the deadline for the next monthly round of Series D Preferred Stock redemptions is September 25, 2026, and the next monthly Holder Redemption Date will occur on October 5, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 15 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 2, 2026) | Registration No. 333-296944 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 15 (this “Prospectus Supplement”) to our Prospectus, dated July 2, 2026 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,090,365 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 September 9, 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 September 9, 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): September 8, 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 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 3.03. Material Modification to Rights of Security Holders
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 September 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 $0.98. 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 $0.54 per share of Common Stock (approximately 46.43 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.98.
Item 8.01 Other Events
Results of September 2026 Series D Preferred Stock Redemptions
•The 36th monthly “Holder Redemption Date” occurred on September 8, 2026.
•The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 8,200 shares of Series D Preferred Stock for a redemption price of approximately $41.66 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the September 8, 2026 Holder Redemption Date) (the “Redemption Price”).
•The Company settled the aggregate Redemption Price through the issuance of 348,896 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 September 8, 2026 Holder Redemption Date was approximately $0.98.
Cumulative Series D Preferred Stock Redemption Information
•To date, the Company has processed 442 redemption requests, collectively redeeming 1,827,228 shares of Series D Preferred Stock.
•The Company has issued approximately 473,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate.
•As of September 8, 2026, the Company had 4,924,701 shares of Common Stock and 1,726,704 shares of Series D Preferred Stock outstanding.
October 2026 Redemptions
•The deadline for the next monthly round of Series D Preferred Stock redemptions is September 25, 2026.
•The next monthly Holder Redemption Date will occur on October 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: September 9, 2026