Wheeler Real Estate Investment Trust Inc美股招股说明书(2025-12-08版)

Wheeler Real Estate Investment Trust, Inc.This is Prospectus Supplement No. 19 (this “Prospectus Supplement ”) to our Prospectus, dated June 20, 2025 (the“Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,323 sharesof our common stock, par value $0.01 (“Common Stock”). Terms used but not defined in this Prospectus Supplement have themeanings ascribed to them in the Prospectus. We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on December8, 2025. The attachedinformation updates and 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 uncertaintiesdescribed under the heading “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in anyamendments or supplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminaloffense. The date of this Prospectus Supplement is December8, 2025. WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported):December 5, 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 filingobligations 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 CFR240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities 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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 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 December 5, 2025, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of429,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’ssecurities (together, the “ December 5 Investors”) in separate exchanges for an aggregate amount of 33,000 shares of the Company’sSeries D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 66,000 shares of the Company's Series BConvertible Preferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”).Each transaction involved the issuance of thirteen shares of Common Stock in exchange for two shares of Series B Preferred Stock andone share of Series D Preferred Stock. The settlement of the transactions occurred on December 5 and 8, 2025. On December 8, 2025, the Company agreed to issue 451,200 shares of Common Stock in the aggregate to an unaffiliatedholder of the Company’s securities (the “December 8 Investor”) in exchange for 37,600 shares of the Series D Preferred Stock and75,200 shares of the Series B Preferred Stock. The transactions involved the issuance of twelve shares of Common Stock in exchangefor two shares of Series B Preferred Stock and one share of Series D Preferred Stock. The settlement of the transactions occurred onDecember 8, 2025. The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged havebeen retired and cancelled. The Company issued the Common Stock to the December 5 Investors and the December 8 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 Investorsconstituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid orgiven 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 CommonStock, the Series D Preferred Stock, the