Wheeler REIT agrees to 517,000-share preferred exchange

The October 13 exchange left the exchanged preferred shares retired and cancelled, while Wheeler received no cash proceeds.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc.'s prospectus relates to issuance from time to time of up to 100,090,365 shares of common stock. Separately, on October 13, 2026, the company agreed to issue 517,000 common shares to an unaffiliated holder for 11,000 Series B preferred shares and 2,750 Series D cumulative convertible preferred shares. The stated exchange terms were 188 common shares for one Series D share and four Series B shares.

The exchanged preferred shares were retired and cancelled, and the company received no cash proceeds. The company expects settlement in accordance with customary settlement cycles. The common-stock issuance was unregistered and relied on the Securities Act's Section 3(a)(9) exemption.

Key Figures

Common shares under prospectus: Up to 100,090,365 shares Common shares in preferred-stock exchange: 517,000 shares Series B preferred shares exchanged: 11,000 shares +2 more

5 metrics

Common shares under prospectus Up to 100,090,365 shares Prospectus issuance from time to time

Common shares in preferred-stock exchange 517,000 shares Agreed October 13, 2026

Series B preferred shares exchanged 11,000 shares Preferred-stock exchange agreed October 13, 2026

Series D preferred shares exchanged 2,750 shares Preferred-stock exchange agreed October 13, 2026

Exchange terms 188 common shares for 1 Series D share and 4 Series B shares Preferred-stock exchange

Key Terms

Section 3(a)(9), par value, Cumulative Convertible Preferred Stock, customary settlement cycles

4 terms

Section 3(a)(9) regulatory

"exemption from the registration requirements ... contained in 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.

par value financial

"Common Stock, par value $0.01"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Cumulative Convertible Preferred Stock financial

"Series D Cumulative Convertible Preferred Stock"

A class of preferred shares that pays fixed dividends which accumulate if they are skipped, and that can be converted into common shares at a predetermined rate. Think of it as a hybrid between a savings account that guarantees missed interest later and a ticket that can be exchanged for ordinary ownership; investors care because it provides steady income protection and priority in payouts while also posing potential dilution to common shareholders if converted.

customary settlement cycles financial

"settle in accordance with customary settlement cycles"

Offering Details

shelf · Up to 100,090,365 shares

Offering

Offering Type shelf

Securities Offered Common Stock

Offering Amount Up to 100,090,365 shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What exchange terms did WHLRD report for the preferred-stock transaction?

The stated terms were 188 common shares for one Series D preferred share and four Series B preferred shares.

Was the WHLRD common-stock exchange registered?

The company reported the common-stock issuance as unregistered and relied on the Securities Act's Section 3(a)(9) exemption. It said the exchange was with an existing holder and that no commission or other remuneration was paid or given, directly or indirectly, for soliciting the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/19/2026 - 05:54 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:14 PM EDT Learn about SEC filing dates

Prospectus Supplement No. 22

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. 22 (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 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 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 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