Wheeler Real Estate Investment Trust Inc美股招股说明书(2026-03-05版)

This is Prospectus Supplement No. 27 (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 shares of our common stock, parvalue $0.01 (“Common Stock”). Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in theProspectus. The purposes of this Prospectus Supplement are as follows: ●to include our Annual Report on Form 10-K for the year ended December 31, 2025; and●to update the “Experts” section of the Prospectus. Annual Report on Form 10-K for the Year Ended December 31, 2025 On March 5, 2026, we filed with the Securities and Exchange Commission our Annual Report on Form 10-K for the year ended December 31,2025, a copy of which (without exhibits) is attached to this Prospectus Supplement asAppendix A. Experts The following disclosure is added to the “Experts” section of the Prospectus. The historical consolidated financial statements of our Company as of December 31, 2025 and 2024 and for each of the two years in the two-year period ended December 31, 2025 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporatedin reliance on the report of Cherry Bekaert LLP, an independent registered public accounting firm, incorporated herein by reference, given onthe authority of such firm as experts on auditing and accounting. 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 any amendments orsupplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or 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 March 5, 2026. Appendix A UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _________ to _________ Commission file number 001-35713 WHEELER REAL ESTATE INVESTMENT TRUST,INC. (Exact Name of Registrant as Specified in Its Charter) (757) 627-9088(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section12(b) of the Act: Title of each class Common Stock, $0.01 par value per shareSeries B Convertible Preferred StockSeries D Cumulative Convertible Preferred Stock7.00% Subordinated Convertible Notes due 2031 Securities registered pursuant to Section12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”,and "emerging growth company" in Rule 12b-2 of the Exchange Act.: Acceleratedfiler☑Smallerreportingcompany☐Emerging growth company LargeacceleratedfileNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether th