Wheeler Real Estate Investment Trust, Inc. (WHLR) Form 424B3 — Aug 19, 2026

Wheeler Real Estate Investment Trust agreed to issue 575,800 shares of common stock across three August 2026 transactions with unaffiliated holders, retiring 12,400 shares of Series B Convertible Preferred and 3,100 shares of Series D Cumulative Convertible Preferred. The August 11, August 13, and August 17 exchanges swapped preferred for common at ratios of roughly 172 to 200 common shares per five preferred shares; the company received no cash proceeds and all exchanged preferred shares were retired and cancelled. The issuances relied on the Section 3(a)(9) exemption for exchanges with existing holders, with no commission or remuneration paid. This filing is Prospectus Supplement No.

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