惠勒房地产投资信托有限公司美国存托凭证招股说明书（2026年6月23日版）

Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 13 (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 the We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on June23, 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 any 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 June23, 2026. 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 CFR 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 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 to Securities registered pursuant to Section 12(b) of the Act: Item 8.01Other Events Engagement of CBRE’s National Retail Partners for a Portfolio Sale Transaction Wheeler Real Estate Investment Trust, Inc. (the “Company”) owns and operates fifty-nine properties, including fifty-six retailshopping centers in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Connecticut, Kentucky,Tennessee, Massachusetts, Alabama, Maryland and West Virginia. On June 19, 2026, the Company engaged CBRE’s National Retail Partners to list and market for sale thirty-five of thosefifty-nine properties as a portfolio sale transaction. No timetable has been set for completion of this contemplated portfolio sale transaction and there can be no assurance thatthe engagement of CBRE’s National Retail Partners will result in a transaction, that a transaction would be approved by the Board ofthe Company or consummated, or as to the terms or timing of a transaction. The Company does not intend to disclose additional details unless and until it has entered into a specific portfolio saletransaction or it determines that further disclosure is appropriate or required by applicable law. Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements. These statements are made under the “safe harbor”provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as“assurance”, “will”, “would” and “intend”, or the negative of such terms, or other comparable terminology. Forward-lookingstatements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance andare subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statementscontained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as 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. By:/s/ M. Andrew FranklinName: M. Andrew Franklin Dated: June 23, 2026