Wheeler Real Estate Investment Trust Inc美股招股说明书(2025-08-20版)

Wheeler Real Estate Investment Trust, Inc.This is Prospectus Supplement No. 7 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus ”), relatingto the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,323 shares of our common stock, par value $0.01(“Common Stock”).Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus. We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on August20, 2025. The attached information updatesand supplements, and should be read together with, the Prospectus, as supplemented from time to time. Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described underthe heading “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements to theProspectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is August20, 2025. WASHINGTON, D.C. 20549 FORM 8-K Date of report (date of earliest event reported):August 18, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC.(Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of theregistrant 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 of1933 (§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 periodfor 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: Item 3.02 Unregistered Sales of Equity Securities On August 18, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 252,000 shares of itscommon stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together, the “August 18Investors”) in separate exchanges for an aggregate amount of 14,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the“Series D Preferred Stock”) and 14,000 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, togetherwith the Series D Preferred Stock, the “Preferred Stock”). Each transaction involved the issuance of eighteen shares of Common Stock in exchange forone share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on August 18 and 19, 2025. On August 19, 2025, the Company agreed to issue an aggregate amount of 380,000 shares of Common Stock to two unaffiliated holders of theCompany’s securities (together, the “August 19 Investors”) in separate exchanges for an aggregate amount of 20,000 shares of the Series D PreferredStock and 20,000 shares of the Series B Preferred Stock. Each transaction involved the issuance of nineteen shares of Common Stock in exchange forone share of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred on August 19 and 20, 2025. The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired andcancelled. The Company issued the Common Stock to the August 18 Investors and the August 19 Investors (together, the “Investors”) in reliance upon theexemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of theSecurities Act on the basis that the issuance of the Common Stock to the Investors constituted an exchange with existing holders of the Company’ssecurities, 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 DPreferred Stock, the Series B Preferred Stock or