Wheeler REIT to issue 517,000 shares in preferred swap
The exchanged Series B and Series D preferred shares were retired and cancelled, and the company received no cash proceeds.
Sentiment and the balance of points
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLRD) agreed to issue 517,000 common shares to an unaffiliated holder in exchange for 11,000 Series B preferred shares and 2,750 Series D cumulative convertible preferred shares. The exchange ratio was 188 common shares for one Series D share and four Series B shares.
The company expects settlement in accordance with customary settlement cycles. It received no cash proceeds, and the exchanged preferred shares have been retired and cancelled. The common-share issuance relied on the Securities Act’s Section 3(a)(9) exemption for an exchange with an existing securities holder. The underlying prospectus covers Series B and Series D preferred stock issued as interest payment on the company’s 7.00% Subordinated Convertible Notes due 2031.
Key Figures
Common shares agreed to be issued: 517,000 shares
Series B Preferred Stock exchanged: 11,000 shares
Series D Cumulative Convertible Preferred Stock exchanged: 2,750 shares
+1 more
4 metrics
Common shares agreed to be issued
517,000 shares
Exchange for Series B and Series D preferred shares
Series B Preferred Stock exchanged
11,000 shares
Preferred shares exchanged for common stock
Series D Cumulative Convertible Preferred Stock exchanged
2,750 shares
Preferred shares exchanged for common stock
Exchange ratio
188 common shares for one Series D share and four Series B shares
Preferred-stock exchange
Key Terms
Section 3(a)(9), customary settlement cycles, Series D Cumulative Convertible Preferred Stock, Subordinated Convertible Notes
4 terms
Section 3(a)(9) regulatory
"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.
customary settlement cycles financial
"settle in accordance with customary settlement cycles"
Series D Cumulative Convertible Preferred Stock financial
"the Company's Series D Cumulative Convertible Preferred Stock"
Subordinated Convertible Notes financial
"7.00% Subordinated Convertible Notes due 2031"
Offering Details
shelf
Offering
Offering Type
shelf
Securities Offered
Series B Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payment on 7.00% Subordinated Convertible Notes due 2031
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When did WHLRD agree to the preferred-stock exchange?
The company agreed to the exchange on October 13, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Prospectus Supplement No. 72 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated July 22, 2021) | Registration No. 333-256699 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 72 (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 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 October 19, 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 October 19, 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): October 13, 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 3.02 Unregistered Sales of Equity Securities
On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 517,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 11,000 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 2,750 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 eighty-eight shares of Common Stock in exchange for one share of Series D Preferred Stock and four shares of the Series B Preferred Stock. The Company expects the transaction to settle in accordance with customary settlement cycles.
The Company did not receive any cash proceeds in this transaction, and the shares of the Preferred Stock exchanged have been retired and cancelled.
The Company issued the Common Stock to the Investor 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 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
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: October 19, 2026