Wheeler Real Estate Investment Trust Inc美股招股说明书(2026-08-14版)

Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 23 (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 August14, 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 August14, 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):August 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. Effective August 10, 2026, Jason F. Simone was appointed to serve as the Company’s Chief Financial Officer. Mr. Simone, age 48, has been employed by the Company since 2022 in various positions of increasing responsibility, mostlyrecently as the Company’s Director of Corporate Finance. In these positions, Mr. Simone was responsible for corporate accounting,capital markets, corporate finance, and investor relations. Prior to joining the Company, Mr. Simone was employed by Cedar RealtyTrust, Inc., which is now the Company’s wholly-owned subsidiary, where he was responsible for corporate accounting and finance. There is no arrangement or understanding between Mr. Simone and any other person pursuant to which Mr. Simone wasappointed Chief Financial Officer, nor does he have any direct or indirect material interest in any transaction required to be disclosedpursuant to Item 404(a) of Regulation S-K. Mr. Simone has no family relationships with any of the Company’s directors or executive officers. No new compensatory arrangements will be entered into with Mr. Simone in connection with his appointment as theCompany’s Chief Financial Officer. 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.