UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): March 1024, 2026

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-35713

45-2681082

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)


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

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			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).

Emerging growth company ☐

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. ☐

Securities registered pursuant to Section 12(b) of the 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

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

As previously ~~reported~~disclosed, ~~our~~on ~~Chief~~February ~~Financial~~19, ~~Officer’s~~2026, ~~last~~common ~~day~~stock atpurchase warrants previously issued by Wheeler Real Estate Investment Trust, Inc. (the “Company”) isto ~~March~~certain 13affiliates of Magnetar Financial LLC (together, ~~2026.~~the A“Investors”) ~~search~~were ~~for~~amended aand ~~new~~restated ~~Chief~~(as ~~Financial~~so ~~Officer~~amended, isthe ~~underway~~“A&R Warrants”).

InThe ~~the~~A&R ~~meantime,~~Warrants ~~the~~are ~~Company~~exercisable, isin ~~pleased~~whole toor ~~announce~~in ~~the~~part ~~appointment~~(and ofat ~~Patrick~~any ~~Gundlach~~time), asfor ~~the~~an ~~Company’s~~aggregate ~~Chief~~number ~~Accounting~~of ~~Officer~~shares ~~and~~of ~~Treasurer.~~the ~~Mr. Gundlach~~Company’s ~~appointment~~common isstock, ~~effective~~$0.01 aspar ofvalue ~~March~~per ~~14,~~share ~~2026.~~(the ~~Mr.~~“Common ~~Gundlach,~~Stock”) ~~44,~~representing ~~has~~12% ~~been~~of ~~employed~~the byCommon ~~the~~Stock ~~Company~~outstanding ~~since~~on ~~2018,~~the ~~serving~~date asof ~~its~~any ~~Director~~exercise of(less ~~Financial~~the ~~Reporting.~~aggregate ~~Mr.~~number ~~Gundlach~~of isshares aof ~~certified~~Common ~~public~~Stock ~~accountant~~previously ~~and~~issued ~~holds~~as a ~~Bachelor~~result of ~~Business~~any ~~Administration~~partial inexercise) ~~Accounting~~at ~~from~~an ~~James~~exercise ~~Madison~~price ~~University~~of $0.01 per share.

~~There~~The isA&R noWarrants ~~arrangement~~expire oron ~~understanding~~March ~~between Mr. Gundlach and any other person pursuant to which Mr. Gundlach was appointed Principal Accounting Officer or Treasurer~~27, ~~nor does he have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K~~2026. ~~Mr. Gundlach has no family relationships with any of the Company’s directors or executive officers.~~

~~Mr.~~The ~~Kerry~~A&R ~~Campbell~~Warrants ~~has~~were atexercised ~~the~~in ~~same~~whole ~~time decided to focus exclusively~~ on ~~our~~March ~~subsidiary~~24, ~~Cedar~~2026. Accordingly, ~~Realty Trust (NYSE: CDRpB and CDRpC) where he is presently~~ the ~~Chairman~~Company ofissued the ~~Board~~Investors ~~of Directors. As such, Mr. Campbell submitted his notice of resignation as a member of~~ the ~~Company’s~~number ~~Board~~ of ~~Directors~~shares ~~on March 10, 2026, to be effective as~~ of ~~March~~Common ~~14,~~Stock ~~2026.~~opposite ~~Mr.~~their ~~Campbell’s~~names ~~resignation~~in ~~was not~~ the ~~result~~table ~~of any disagreement regarding the Company’s operations, policies or practices.~~below:

Ms. Rebecca Musser, a current director of the Company and a member of the Company’s Audit Committee and the Related Person Transactions Committee, was designated as Chair of the Company’s Audit Committee. Ms. Musser qualifies as an “audit committee financial expert” as that term is defined by the applicable Securities and Exchange Commission regulations.


Investor	Percentage		Numbers of Shares of Common Stock Issued
Magnetar Structured Credit Fund LP	3.356	%	48,124
Magnetar Longhorn Fund LP	0.523	%	7,499
Magnetar Lake Credit Fund LLC	3.610	%	51,766
Purpose Alternative Credit Fund - F LLC	3.382	%	48,497
Purpose Alternative Credit Fund - T LLC	1.129	%	16,189
Total	12.000	%	172,075

~~Finally,~~The ~~Ms.~~shares ~~Sydney~~of ~~Schlimgen~~Common ~~(an~~Stock ~~employee~~issued ofto the ~~Company)~~Investors ~~was~~are ~~appointed~~registered shares pursuant to the Company’s ~~Corporate~~registration ~~Secretary~~statement on Form S-11 (File No. 333-294263), ~~effective~~which aswas ofdeclared effective on March 1420, 2026.

As a result of these exercises, there are no outstanding warrants in the Company’s capital table.

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: March 1326, 2026

Filing Compare · Wheeler Real Estate Investment Trust, Inc.