Wheeler REIT Files Prospectus Supplement on Share Redemptions

TL;DR

Wheeler REIT updated its prospectus with redemption details as of April 6, 2026.

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed a 424B3 prospectus supplement on April 7, 2026, providing an update on redemption requests. The filing details the process and terms related to shareholders seeking to redeem their shares, as of April 6, 2026.

Why It Matters

This filing informs shareholders about the procedures and conditions for redeeming their shares, which is crucial for investors considering exiting their investment in Wheeler REIT.

Risk Assessment

Risk Level: medium — Prospectus supplements often indicate potential liquidity issues or significant shareholder activity, which can carry inherent risks for investors.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — Filer of the document
• 0001527541-26-000095 (filing_id) — SEC Accession Number for this filing
• 2026-04-07 (date) — Filing Date
• 2026-04-06 (date) — Date of information in the redemption update

FAQ

Key Financial Figures

• $0.01 — 3 shares of our common stock, par value $0.01 (" Common Stock "). Terms used but not
• $1.04 — 0.01 ("Common Stock") was approximately $1.04. Accordingly, pursuant to Section 14.02
• $0.57 — s was further adjusted to approximately $0.57 per share of Common Stock (approximatel
• $25.00 — y 43.85 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $41.28 — for a redemption price of approximately $41.28 per share ($25.00 per share plus the am

Filing Documents

• aredemptionupdateapril62026.htm (424B3) — 40KB
• wheelerlogoa05a.jpg (GRAPHIC) — 65KB
• 0001527541-26-000095.txt ( ) — 130KB

01 Other Events

Item 8.01 Other Events Conversion Price of 7.00% Subordinated Convertible Notes due 2031 Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") is incorporated herein by reference. For the April redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company's common stock, par value $0.01 ("Common Stock") was approximately $1.04. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes"), the conversion price for the Notes was further adjusted to approximately $0.57 per share of Common Stock (approximately 43.85 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $1.04. Results of April 2026 Series D Preferred Stock Redemptions The 31th monthly "Holder Redemption Date" occurred on April 6, 2026. The Company processed five redemption requests from holders of its Series D Preferred Stock, collectively redeeming 5,200 shares of Series D Preferred Stock for a redemption price of approximately $41.28 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the April 6, 2026 Holder Redemption Date) (the "Redemption Price"). The Company settled the aggregate Redemption Price through the issuance of 207,066 shares of its Common Stock. The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the April 6, 2026 Holder Redemption Date was approximately $1.04. Cumulative Series D Preferred Stock Redemption Information To date, the Company has processed 407 redemption requests, collective

Forward-Looking Statements

Forward-Looking Statements. This Current Report on Form 8-K includes forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as will, anticipates, possible, likely, plans, and "expects", or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

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 7, 2026