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Wheeler Real Estate Investment Trust, Inc. entered into several exchange transactions in July 2026, issuing 77,360, 1,018,585 and 167,400 shares of common stock on July 7, 9 and 10, respectively, to unaffiliated investors in exchange for Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock.
The preferred shares received in these exchanges were retired and cancelled, and the company received no cash proceeds. The common shares were issued in unregistered transactions relying on the Section 3(a)(9) exemption as exchanges with existing security holders. This prospectus supplement incorporates the related current report to update the existing prospectus covering issuances of Series B and Series D preferred stock as interest on the company’s 7.00% Subordinated Convertible Notes due 2031.
Wheeler Real Estate Investment Trust, Inc. entered into several July 2026 exchange transactions with unaffiliated investors. On July 7 it agreed to issue 77,360 shares of common stock in exchange for 4,835 shares of Series B Convertible Preferred Stock, at 16 common shares per preferred share. On July 9 it agreed to issue 1,018,585 common shares for 28,422 Series B and 3,385 Series D Cumulative Convertible Preferred shares, using exchange ratios of 25-for-1 for certain Series B shares and 191 common shares for combinations of four Series B and one Series D share. On July 10 it agreed to issue 167,400 common shares in exchange for 3,600 Series B and 900 Series D preferred shares, at 186 common shares for four Series B and one Series D share.
The company stated that the July 7 issuance represented less than 5% of outstanding common stock before the July 9 transaction. No cash proceeds were received, and all preferred shares exchanged in these transactions were retired and cancelled. The exchanges relied on the Securities Act Section 3(a)(9) exemption, with no commissions or other remuneration paid for soliciting holders.
HRT Financial LP, a ten percent owner of Wheeler Real Estate Investment Trust, Inc., reported mixed trading in the company’s common stock. On July 7, 2026, it made an open-market purchase of 40,591 shares at $0.605 per share. On July 8, 2026, it executed an open-market sale of 66,584 shares at $0.49 per share. After these transactions, HRT Financial directly held 95,390 shares of Wheeler’s common stock, reflecting a net reduction in its position over the two days.
HRT Financial LP, a ten percent owner of Wheeler Real Estate Investment Trust, Inc., reported open-market purchases of a total of 39,051 shares of Common Stock. The firm bought 21,703 shares at $0.0814 per share on July 6, 2026 and 17,348 shares at $1.39 per share on July 2, 2026. Following these transactions, HRT Financial LP directly owns 121,383 Common shares.
Wheeler Real Estate Investment Trust filed a prospectus supplement registering up to 673,971 shares of Common Stock issuable upon exercise of outstanding warrants held by selling stockholders. The supplement incorporates a Current Report on Form 8-K that describes recent private exchanges of preferred stock for Common Stock and monthly Series D Preferred Stock redemptions.
The Form 8-K states the Company issued large blocks of Common Stock in June and July 2026 in exchange for Series B and Series D preferred shares, adjusted the conversion price of its 7.00% Subordinated Convertible Notes due 2031 to approximately $0.67 per share, and reported a ten-day VWAP of approximately $1.22 used in July redemptions.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus to register up to 100,090,365 shares of Common Stock and attaches an incorporated Form 8-K update dated July 7, 2026. The supplement describes recent exchanges of Series B and Series D preferred shares for common stock under Section 3(a)(9) and reports adjustments to the conversion price on the Company’s 7.00% Subordinated Convertible Notes due 2031 to approximately $0.67 per share pursuant to the indenture.
The Form 8-K discloses July redemptions of Series D Preferred Stock: six redemption requests converted 8,200 Series D shares into 275,883 shares of Common Stock using a ten‑day VWAP of approximately $1.22, and a per‑share redemption price of approximately $40.97. Cumulative redemptions to date total 1,811,928 Series D shares; the Company reports approximately 3,030,738 shares of Common Stock and 1,789,240 shares of Series D Preferred Stock outstanding as of July 6, 2026.
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement and attached a Form 8-K reporting multiple exchanges of its Series B and Series D preferred shares for Common Stock and an adjustment to the conversion price on its 7.00% Subordinated Convertible Notes due 2031. The conversion price was adjusted to approximately $0.67 per share (about 37.33 shares per $25.00 principal) following Series D conversions at a VWAP of approximately $1.22.
The supplement discloses common-stock issuances in three exchange rounds: 25,297 shares on June 26, 178,460 shares on June 30, and 1,915,950 shares on July 2, 2026, issued in exchange for specified amounts of Series B and Series D preferred stock. For the July redemptions, holders redeemed 8,200 Series D shares and the Company issued 275,883 Common Shares to settle the approximately $40.97 per-share redemption price. As of July 6, 2026, the filing states 3,030,738 Common Shares and 1,789,240 Series D Preferred Shares outstanding.
Wheeler Real Estate Investment Trust, Inc. disclosed several exchanges of preferred stock and an adjustment to the conversion terms of its 7.00% Subordinated Convertible Notes due 2031. On June 26, June 30 and July 2, 2026, the company agreed to issue a total of 25,297, 178,460 and 1,915,950 shares of common stock, respectively, to unaffiliated investors in exchange for Series B and Series D preferred shares, with no cash proceeds and the exchanged preferred shares retired.
For July 2026 Series D Preferred Stock redemptions, 8,200 preferred shares were redeemed at approximately $40.97 per share and settled through 275,883 common shares. Based on a lowest Series D conversion price of about $1.22 per common share in July, the conversion price of the notes was adjusted to approximately $0.67 per share, or about 37.33 common shares per $25 principal amount. As of July 6, 2026, the company reported 3,030,738 common shares and 1,789,240 Series D preferred shares outstanding.
Wheeler Real Estate Investment Trust, Inc. reported that investment entities associated with director and ten percent owner Joseph Stilwell adjusted their positions in preferred securities and convertible notes. The filing shows indirect holdings through several Stilwell-managed limited partnerships, with Stilwell disclaiming beneficial ownership except for his pecuniary interest.
On June 30, 2026, Stilwell Value Partners VII, L.P. sold 1,103 shares of the company’s Series D Cumulative Convertible Preferred Stock at $36.00 per share, while continuing to hold additional Series D shares. On the same date, the issuer paid interest on its 7.00% Subordinated Convertible Notes due 2031 in the form of Series D Preferred Stock, increasing the indirect Series D holdings of several Stilwell entities.
The notes are convertible into common stock at a conversion price of $2.771041 per share, and Series D Preferred Stock is itself convertible into common stock at a very high stated conversion price, with no expiration date. Overall, the Form 4 reflects a modest net sale alongside ongoing, sizable indirect positions in the company’s preferred stock and convertible notes.