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Wheeler REIT (WHLR) details preferred-for-common stock exchanges with investors

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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. reports a series of private exchange transactions in which holders of preferred stock exchanged their securities for common stock. The disclosure is incorporated into a prospectus supplement tied to an existing shelf registration for issuing Series B and Series D preferred stock as interest on 7.00% Subordinated Convertible Notes due 2031.

On July 29–31 and August 3–4, 2026, the company agreed to issue common shares to unaffiliated investors in exchange for Series B and Series D preferred stock. These exchanges included 150,030 common shares for 15,003 Series B shares on July 30, 387,937 common shares for 20,339 Series B and 2,246 Series D shares on July 31, 208,900 common shares for 10,300 Series B and 700 Series D shares on August 3, and 255,500 common shares for 7,000 Series B and 1,750 Series D shares on August 4. The company received no cash, the exchanged preferred shares were retired and cancelled, and the issuances relied on the Section 3(a)(9) exemption as exchanges with existing security holders.

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Filing Explained

The August 5 filing adds a July 29 exchange in which the company issued seven common shares for one Series B preferred share; the exchange settled through customary settlement cycles, adding common shares while the preferred share was retired and cancelled.

Common shares issued July 30, 2026 150,030 shares Issued to three investors for 15,003 Series B Preferred shares
Series B Preferred exchanged July 30, 2026 15,003 shares Exchanged for 150,030 common shares in six transactions
Common shares issued July 31, 2026 387,937 shares Issued to four investors for Series B and Series D Preferred
Preferred exchanged July 31, 2026 20,339 Series B; 2,246 Series D Retired and cancelled after exchange into common stock
Common shares issued August 3, 2026 208,900 shares Issued for 10,300 Series B and 700 Series D Preferred shares
Common shares issued August 4, 2026 255,500 shares Issued to one investor for 7,000 Series B and 1,750 Series D Preferred
Coupon on subordinated notes 7.00% Subordinated Convertible Notes due 2031 linked to preferred interest payments
Series B Convertible Preferred Stock financial
"issuance of our Series B Convertible Preferred Stock and our Series D"
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
"the Company's Series D Cumulative Convertible Preferred Stock"
7.00% Subordinated Convertible Notes due 2031 financial
"as interest payment on our 7.00% Subordinated Convertible Notes due 2031"
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On July 29, 2026"
Section 3(a)(9) regulatory
"in reliance upon the exemption from the registration requirements ... Section 3(a)(9)"
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 shelf

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FAQ

What equity transactions did WHLR report between July 29 and August 4, 2026?
Wheeler Real Estate Investment Trust, Inc. completed several exchanges where preferred stock holders received common shares. Across July 30, July 31, August 3, and August 4, the company issued hundreds of thousands of common shares for Series B and Series D preferred shares.

Did WHLR receive any cash in the July–August 2026 exchange transactions?
No, Wheeler Real Estate Investment Trust, Inc. did not receive cash proceeds from these exchanges. Holders swapped their Series B and Series D preferred shares solely for common stock, and the exchanged preferred shares were retired and cancelled.

How many WHLR common shares were issued on July 30, 2026 and what was exchanged?
On July 30, 2026, the company issued 150,030 shares of common stock. These were exchanged in six transactions with three investors for an aggregate of 15,003 shares of Series B Convertible Preferred Stock.

What did WHLR exchange on July 31, 2026 and how many shares were involved?
On July 31, 2026, Wheeler issued 387,937 common shares to four investors. In return, investors surrendered an aggregate of 20,339 Series B and 2,246 Series D preferred shares, which were then retired and cancelled.

What were the terms of WHLR’s August 4, 2026 preferred-for-common exchange?
On August 4, 2026, the company issued 255,500 common shares to one investor. In exchange, the investor delivered 7,000 Series B and 1,750 Series D preferred shares, with an implied structure of 146 common shares per four Series B plus one Series D share.

Under what Securities Act exemption were WHLR’s exchange transactions completed?
The exchanges relied on Section 3(a)(9) of the Securities Act. The company treated the common stock issuances as exchanges with existing security holders and states that no commission or remuneration was paid for soliciting these transactions.

Prospectus Supplement No. 55
Filed pursuant to Rule 424(b)(3)
(To Prospectus dated July 22, 2021)Registration No. 333-256699

wheelerlogoa05.jpg

Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 55 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred Stock and our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated Convertible Notes due 2031. 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 5, 2026. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 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 5, 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): July 30, 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 July 29, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue seven shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “July 29 Investor”) in exchange for one share of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). The transaction involved the issuance of seven shares of Common Stock in exchange for one share of Series B Preferred Stock. The transaction settled in accordance with customary settlement cycles.

On July 30, 2026, the Company agreed to issue an aggregate amount of 150,030 shares of Common Stock to three unaffiliated holders of the Company’s securities (together, the “July 30 Investors”) in six separate exchanges for an aggregate amount of 15,003 shares of the Series B Preferred Stock. These transactions each involved the issuance of ten shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On July 31, 2026, the Company agreed to issue an aggregate amount of 387,937 shares of Common Stock to four unaffiliated holders of the Company’s securities ( together, the “July 31 Investors”) in four separate exchanges for an aggregate amount of 20,339 shares of the Series B Preferred Stock and 2,246 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”). Two transactions each involved the issuance of 13 shares of Common Stock in exchange for one share of Series B Preferred Stock. Two transactions each involved the issuance of one hundred seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On August 3, 2026, the Company agreed to issue an aggregate amount of 208,900 shares of Common Stock to four unaffiliated holders of the Company’s securities ( together, the “August 3 Investors”) in four separate exchanges for an aggregate amount of 10,300 shares of the Series B Preferred Stock and 700 shares of the Series D Preferred Stock. Three transactions each involved the issuance of 16 shares of Common Stock in exchange for one share of Series B Preferred Stock. One of the transactions involved the issuance of one hundred twenty-seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On August 4, 2026, the Company agreed to issue 255,500 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 4 Investor”) in exchange for 7,000 shares of the Series B Preferred Stock and 1,750 shares of the Company's Series D Preferred Stock. The transaction involved the issuance of one hundred forty-six 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.

Prior to the transaction of July 30, 2026, the Company issued, on July 29, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.

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 July 29 Investor, the July 30 Investors, the July 31 Investors, the August 3 Investors and the August 4 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 5, 2026


Source: View Original Filing on SEC EDGAR