Wheeler Real Estate Investment Trust Inc美股招股说明书(2026-08-06版)

This is Prospectus Supplement No. 20 (this “Prospectus Supplement”) to our Prospectus, dated March 20, 2026 (the “Prospectus”),relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 673,971 shares of our common stock, parvalue $0.01 (“Common Stock”). Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in theProspectus. The purpose of this Prospectus Supplement is to include our Quarterly Report on Form 10-Q for the quarter ended June30, 2026. On August6, 2026, we filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarter endedJune30, 2026, a copy of which (without exhibits) is attached to this Prospectus Supplement asAppendix A. 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 amendments orsupplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is August6, 2026. Appendix A UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number 001-35713 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland (757) 627-9088(Registrant’s Telephone Number, Including Area Code) N/A(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Securities registered pursuant to Section12(b) of the Act: Title of each class Common Stock, $0.01 par value per shareSeries B Convertible Preferred StockSeries D Cumulative Convertible Preferred Stock7.00% Subordinated Convertible Notes due 2031 Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer," "smaller reporting company" and"emerging growth company" in Rule 12b-2 of the Exchange Act. Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No As of August4, 2026, there were 1,931,568 common shares, $0.01 par value per share, outstanding. Wheeler Real Estate Investment Trust, Inc. and Subsidiaries PART I – FINANCIAL INFORMATION Item1.Financial StatementsCondensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 20256Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2026 and 20257Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2026and 20258Condensed Consolidated Statements of Equity (unaudited) for the six months ended June 30, 2026 and 20259Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2026 and 202512Notes to Condensed Consolidated Financial Statements (unaudited)13Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item3.Quantitative and Qualitative Disclosures About Market Risk40Item4.Controls and Procedures40 PART II – OTHER INFORMATION Item1.Legal ProceedingsItem1A.Risk FactorsItem2.Unregistered Sales of Equity Securities and Use of ProceedsItem3.Defaults Upon Senior SecuritiesItem4.Mine Safety DisclosuresItem5.Other InformationItem6.ExhibitsSignatures CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (the "Form 10-Q") of Wheeler Real Estate Investment