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

$WHLRForm 424B3Items 3.02Filed Oct 19, 2026, 4:16 PM ET0001527541-26-000405Original filing

Wheeler Real Estate Investment Trust filed Prospectus Supplement No. 7 to its September 11, 2026 prospectus, attaching an 8-K covering a private share exchange completed October 13, 2026. The company issued 517,000 common shares to an unaffiliated investor in exchange for 11,000 Series B Preferred shares and 2,750 Series D Preferred shares, which were retired and cancelled, with no cash proceeds received. The exchange was exempt under Section 3(a)(9) of the Securities Act and modestly simplifies Wheeler's capital structure by reducing outstanding preferred stock at the cost of incremental common share dilution.

Key figures

Shares Offered
710466
Exchange ratio series b
47 common shares per Series B share (517,000 minus 188*2,750 = 0 remaining / 11,000)
Exchange ratio series d
188 common shares per Series D share
Series b preferred exchanged
11000
Series d preferred exchanged
2750
Common shares issued in exchange
517000

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