Wheeler Real Estate Investment Trust Inc美股招股说明书(2026-04-13版)

Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 4 (this “Prospectus Supplement”) to our Prospectus, dated March 20, 2026 (the“Prospectus”), relating to the offer and sale of up to 673,971 shares of common stock, par value $0.01 per shares (“Common Stock”),of Wheeler Real Estate Investment Trust, Inc. issuable upon exercise of the warrants described therein by the selling stockholdersidentified in the Prospectus. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in theProspectus. We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on April13, 2026. 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 April13, 2026. 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):April 13, 2026WHEELER 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 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K isincorporated herein by reference. Item 5.03. Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year. Charter Amendments for One-for-Three Reverse Stock Split On April 13, 2026, in connection with a one-for-three reverse stock split (the “Reverse Stock Split”) of the common stock, $0.01 parvalue per share (the "Common Stock"), of Wheeler Real Estate Investment Trust, Inc. (the "Company"), to be effective on April 17,2026, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation ofMaryland that provide for: i.a one-for-three Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the“Effective Time”) onApril 17, 2026 (the “First Amendment”);andii.the par value of the Common Stock to be decreased from $0.03 per share (as a result of the one-for-three Reverse Stock Split)to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on April 17, 2026 (the “Second Amendment”). Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather,stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split willinstead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closingprice of the Company’s Common Stock on The Nasdaq Capital Market on April 17, 2026 (as adjusted for the Reverse Stock Split),without any interest. The foregoing descriptions of the amendments to the Company’s charter do not purport to be complete and are qualified intheir entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this CurrentReport on Form 8-K and are incorporated herein by reference. Effect of Reverse Stock Split on Common Stock At the market open on April 20, 2026 (the first business day after the Effective Time), the Common Stock will begin tradingon a split-adj