Wheeler Real Estate Investment Trust Inc美股招股说明书(2026-05-27版)

Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 9 (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 May27, 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 May27, 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):May 21, 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 3.02 Unregistered Sales of Equity Securities On May 21, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of757,850 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’ssecurities (together, the “Investors”) in separate exchanges for an aggregate amount of 15,157 shares of the Company’s Series DCumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 30,314 shares of the Company's Series B ConvertiblePreferred Stock (the “Series B Preferred Stock” and, together with the Series D Preferred Stock, the “Preferred Stock”). Eachtransaction involved the issuance of fifty shares of Common Stock in exchange for two shares of Series B Preferred Stock and oneshare of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles. 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 Investors in reliance upon the exemption from the registration requirements ofthe Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that theissuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and nocommission 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 CommonStock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned hereunto duly authorized. WHEELER REAL ESTATE INVESTMENT TRUST, INC. Dated: May 27, 2026