Wheeler Real Estate Investment Trust Inc美股招股说明书(2026-07-07版)

Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 15 (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 July7, 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 July7, 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):June 30, 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 June 26, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 25,297 shares of its commonstock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “June 26 Investor”)in exchange for 2,468 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 617 sharesof the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series BPreferred Stock, the “Preferred Stock”). The transaction involved the issuance of forty-one shares of Common Stock in exchange forfour shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance withcustomary settlement cycles. On June 30, 2026, the Company agreed to issue an aggregate amount of 178,460 shares of Common Stock to threeunaffiliated holders of the Company’s securities (together, the “June 30 Investors”) in four separate exchanges for an aggregate amountof 19,280 shares of the Series B Preferred Stock and 1,500 Series D Preferred Stock. Three transactions each involved the issuance ofseven shares of Common Stock in exchange for one shares of Series B Preferred Stock. One transaction involved the issuance of fifty-seven shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. Thetransactions settled in accordance with customary settlement cycles. On July 2, 2026, the Company agreed to issue an aggregate amount of 1,915,950 shares of Common Stock to five unaffiliatedholders of the Company’s securities (together, the “July 2 Investors”) in separate exchanges for an aggregate amount of 151,635 sharesof the Series B Preferred Stock and 11,100 Series D Preferred Stock . Three transactions each involved the issuance of ten shares ofCommon Stock in exchange for one share of Series B Preferred Stock. Two transactions each involved the issuance of seventy-sixshares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. Thetransactions settled in a