Wheeler REIT Files 424B3 Prospectus for Preferred Stock Buyback

TL;DR

Wheeler REIT filing 424B3 for preferred stock buyback. Watch for potential share price impact.

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed a 424B3 prospectus on April 6, 2026, detailing a preferred stock buyback program. The filing, with SEC Accession No. 0001527541-26-000084, outlines the terms and conditions for the repurchase of its preferred stock. The company's business address is 2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452.

Why It Matters

This filing indicates the company is actively managing its capital structure by potentially repurchasing its own preferred stock, which could impact its financial leverage and shareholder value.

Risk Assessment

Risk Level: medium — Prospectus filings for buybacks can signal financial strategy changes, but the actual impact depends on the scale and terms of the buyback, which are not fully detailed here.

Key Numbers

• 424B3 — Filing Type (Indicates a prospectus supplement filing)
• 2026-04-06 — Filing Date (Date the prospectus was filed with the SEC)

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Filer of the 424B3 prospectus
• 0001527541-26-000084 (filing_id) — SEC Accession Number for the 424B3 filing
• 2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452 (address) — Business and Mailing Address for Wheeler Real Estate Investment Trust, Inc.

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital

Filing Documents

• acdrpreferredbuybackxapril.htm (424B3) — 33KB
• wheelerlogoa05a.jpg (GRAPHIC) — 65KB
• 0001527541-26-000084.txt ( ) — 123KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Sale of Series D Preferred Stock On March 16, 2026 and April 1, 2026, the Company entered into subscription agreements with unaffiliated investors (the "Series D Investor") pursuant to which the Company issued 80,000 and 66,666 shares of its Series D Preferred Stock, respectively, in consideration for 120,000 and 90,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the "Cedar Series C Preferred Stock"), respectively, and 0 and 10,000 of 7.25% Series B Cumulative Redeemable Preferred Stock (the "Cedar Series B Preferred Stock"), respectively, of the Company's subsidiary Cedar Realty Trust, Inc. ("Cedar"), held by the Series D Investor. Immediately following the closing of such transactions, the Company contributed the acquired Cedar Series C Preferred Stock and Cedar Series B Preferred Stock to Cedar and those shares were retired. The Company issued the Series D Preferred Stock to the Series D Investor in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. 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, nor an offer to sell or the solicitation of an offer to buy any securities of the Company.

SIGNATURES

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 April 6, 2026

View Full Filing

View this 424B3 filing on SEC EDGAR