Wheeler Real Estate Investment Trust Inc美股招股说明书(2026-07-14版)

Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 16 (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 July14, 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 July14, 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):July 9, 2026 WHEELER 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 July 7, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 77,360shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities(together, the “July 7 Investors”) in three separate exchanges for an aggregate amount of 4,835 shares of the Company’s Series BConvertible Preferred Stock (the “Series B Preferred Stock” ). Each transaction involved the issuance of sixteen shares of CommonStock in exchange for one share of Series B Preferred Stock. The transactions settled in accordance with customary settlement cycles. On July 9, 2026, the Company agreed to issue an aggregate amount of 1,018,585 shares of Common Stock to four unaffiliatedholders of the Company’s securities (together, the “July 9 Investors”) in five separate exchanges for an aggregate amount of 28,422shares of the Series B Preferred Stock and 3,385 shares of the Company's Series D Cumulative Convertible Preferred Stock (the“Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). Two transactions each involved theissuance of twenty-five shares of Common Stock in exchange for one shares of Series B Preferred Stock. Three transactions eachinvolved the issuance of one hundred and ninety-one shares of Common Stock in exchange for four shares of Series B Preferred Stockand one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles. On July 10, 2026, the Company agreed to issue 167,400 shares of Common Stock to an unaffiliated holder of the Company’ssecurities ( the “July 10 Investor”) in exchange for 3,600 shares of the Series B Preferred Stock and 900 shares of the Series DPreferred Stock. The transaction involved the issuance of one hundred and eighty-six shares of Common Stock in exchange for fourshares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customarysettlement cycles. Prior to the transaction of July 9, 2026, the Company issued, on July 7, 2026, shares of Common Stock that con