whlr-20260709


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock

WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock

WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

On July 7, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 77,360 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “July 7 Investors”) in three separate exchanges for an aggregate amount of 4,835 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). Each transaction involved the issuance of sixteen shares of Common Stock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On July 9, 2026, the Company agreed to issue an aggregate amount of 1,018,585 shares of Common Stock to four unaffiliated holders of the Company’s securities (together, the “July 9 Investors”) in five separate exchanges for an aggregate amount of 28,422 shares of the Series B Preferred Stock and 3,385 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). Two transactions each involved the issuance of twenty-five shares of Common Stock in exchange for one shares of Series B Preferred Stock. Three transactions each involved the issuance of one hundred and ninety-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles.

On July 10, 2026, the Company agreed to issue 167,400 shares of Common Stock to an unaffiliated holder of the Company’s securities ( the “July 10 Investor”) in exchange for 3,600 shares of the Series B Preferred Stock and 900 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred and eighty-six shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles.

Prior to the transaction of July 9, 2026, the Company issued, on July 7, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time.

The Company issued the Common Stock to the July 7 Investors, the July 9 Investors and the July 10 Investor (together, the "Investors") in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.

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.

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.


2529 Virginia Beach Blvd. Virginia Beach, VA						23452
(Address of principal executive offices)						(Zip code)



WHEELER REAL ESTATE INVESTMENT TRUST, INC.

By:						/s/ Patrick Gundlach
						PATRICK GUNDLACH
						Chief Accounting Officer
						(Principal Accounting Officer)