Wheeler Real Estate Investment Trust, Inc. (WHLR) Form 424B3 — Oct 13, 2026
Wheeler REIT filed Prospectus Supplement No. 5 to its September 11, 2026 prospectus, relating to resale of up to 710,466 shares of Series B Preferred Stock, and attached its October 13, 2026 Form 8-K. The 8-K discloses a Note Purchase Agreement under which Wheeler will issue 0% interest promissory notes of up to $25,000,000 in aggregate principal, starting with a $1,000,000 initial note to an unaffiliated investor. The notes amortize at 0.4% of original principal per trading day (adjustable between 0.2% and 0.6%), repaid in common stock at the prior day's closing price, with cash payments required if the stock price falls below the $0.25 floor price.
Key figures
- Debt Amount
- 25000000
- Floor price
- $0.25 per share
- Interest rate
- 0.00%
- Note maturity
- 18 months from issuance
- Amortization rate
- 0.4% of original principal per trading day (adjustable 0.2%-0.6%)
- Initial note principal
- 1000000
- Series b preferred offered
- 710466
- Series d liquidation preference
- $25.00 per share
- Maximum stock issuance requiring vote
- 19.99% of outstanding common stock
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