WHLRP / Wheeler Real Estate Investment Trust, Inc. - Preferred Stock - Depositi SEC, Relazione annuale, dichiarazione di delega

Wheeler Real Estate Investment Trust, Inc. - Preferred Stock
US ˙ NasdaqCM ˙ US9630253097

Statistiche di base
LEI 5493005TOFFG62ETJY29
CIK 1527541
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Wheeler Real Estate Investment Trust, Inc. - Preferred Stock
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
September 2, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 15 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 15 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B

September 2, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 27, 2025 WHEELER REAL ESTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 27, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpo

September 2, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 8 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 20, 2025) Registration No. 333-287930 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 8 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,

August 20, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 14 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 14 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B

August 20, 2025 8-K

Unregistered Sales of Equity Securities, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 18, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpo

August 20, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 7 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 20, 2025) Registration No. 333-287930 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 7 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,

August 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 13 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 13 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B

August 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 5, 2025 WHEELER REAL ESTAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 5, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

August 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 20, 2025) Registration No. 333-287930 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 6 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,

August 5, 2025 EX-99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS SECOND QUARTER 2025 FINANCIAL AND OPERATING RESULTS

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS SECOND QUARTER 2025 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – August 5, 2025 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the three and six months ended June 30, 2025 with the filing of its Quarte

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 5, 2025 WHEELER REAL ESTAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 5, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

August 5, 2025 EX-99.2

Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations and Comprehensive Income (Loss)

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations and Comprehensive Income (Loss) 14 Reconciliation of Non-GAAP Measures 15 Debt Summary 18 Portfolio Summary Property Summary 20 Top Ten Tenants by Annualized Base Rent a

August 5, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Table of Contents Prospectus Supplement No. 12 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 12 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, In

August 5, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Table of Contents Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 20, 2025) Registration No. 333-287930 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 5 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc.

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713 WHEE

July 25, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 20, 2025) Registration No. 333-287930 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 4 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,

July 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 21, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 21, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

July 25, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

424B3 1 a8kjuly222025exchange.htm 424B3 Prospectus Supplement No. 11 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 11 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estat

July 11, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

TABLE OF CONTENTS         Prospectus Supplement No. 3 (To Prospectus dated June 20, 2025)     Filed pursuant to Rule 424(b)(3) Registration No. 333-287930           Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 3 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate

July 11, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934         Filed by the Registrant     ☒ Filed by a Party other than the Registrant      ☐         Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by R

July 11, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

TABLE OF CONTENTS         Prospectus Supplement No. 10 (To Prospectus dated July 22, 2021)     Filed pursuant to Rule 424(b)(3) Registration No. 333-256699           Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 10 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estat

July 11, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934         Filed by the Registrant     ☒ Filed by a Party other than the Registrant      ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only

July 8, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 20, 2025) Registration No. 333-287930 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 2 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,

July 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 7, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 7, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

July 8, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 9 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 9 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

July 1, 2025 PRE 14A

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED JULY 1, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED JULY 1, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 20, 2025 424B3

Wheeler Real Estate Investment Trust, Inc. 100,043,323 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-287930 PROSPECTUS Wheeler Real Estate Investment Trust, Inc. 100,043,323 Shares of Common Stock This Prospectus relates to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. (the “Company,” “our”, “we” or “us”) of up to 100,043,323 shares of our common stock, par value $0.01 per share (“Common Stock”). The holders (the

June 20, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 1 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 20, 2025) Registration No. 333-287930 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 1 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,

June 20, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 20, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 20, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

June 20, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 8 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 8 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

June 17, 2025 CORRESP

WHEELER REAL ESTATE INVESTMENT TRUST, INC. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 (757) 627-9088

WHEELER REAL ESTATE INVESTMENT TRUST, INC. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 (757) 627-9088 June 17, 2025 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Stacie Gorman, Esq. Office of Real Estate & Construction Re: Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trust

June 13, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 7 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 7 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

June 13, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 14 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 14 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,

June 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 11, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 11, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

June 10, 2025 S-11

As filed with the Securities and Exchange Commission on June 10, 2025

As filed with the Securities and Exchange Commission on June 10, 2025 Registration No.

June 10, 2025 EX-4.1

Form of Certificate of Common Stock of Wheeler Real Estate Investment Trust, Inc.*

Exhibit 4.1 SEAL 6/23/11 MARYLAND THIS CERTIFIES THAT is the owner of DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY - PAID AND NON - ASSESSABLE SHARES OF THE COMMON STOCK OF Wheeler Real Estate Investment Trust, Inc . (hereinafter called the “Company”) , transferable on the books of the Company in person or by duly authorized attorney, up

June 10, 2025 EX-FILING FEES

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-11 (Form Type) Wheeler Real Estate Investment Trust, Inc.

June 10, 2025 EX-21.1

Subsidiaries of Wheeler Real Estate Investment Trust, Inc.*

Exhibit 21.1 SUBSIDIARIES OF WHEELER REAL ESTATE INVESTMENT TRUST, INC. CEDAR BRICKYARD, LLC CEDAR CENTER HOLDINGS L.L.C. 3 CEDAR GOLDEN TRIANGLE, LLC CEDAR HAMBURG, LLC CEDAR PCP-SAN SOUCI, LLC CEDAR REALTY TRUST PARTNERSHIP, L.P. CEDAR REALTY TRUST, INC CEDAR SOUTHINGTON PLAZA, LLC CEDAR-CARLL’S CORNER, LLC CEDAR-COLISEUM FF, LLC CEDAR-FAIRVIEW COMMONS, LLC CEDAR-FIELDSTONE MARKETPLACE, LP CEDAR

June 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 6 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

June 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 5, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 5, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

June 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 13 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 13 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,

May 22, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 12 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 12 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,

May 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 20, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 20, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

May 22, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 5 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

May 21, 2025 EX-3.2

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on May 21, 2025

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

May 21, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 11 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 11 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,

May 21, 2025 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

May 21, 2025 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every seven sh

May 21, 2025 EX-3.1

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on May 21, 2025

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every seven sh

May 21, 2025 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

May 21, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 4 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

May 21, 2025 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every seven sh

May 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 21, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 21, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

May 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 8 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 8 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

May 6, 2025 EX-99.1

Press release, dated May 6, 2025.

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FIRST QUARTER 2025 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – May 6, 2025 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the three months ended March 31, 2025 with the filing of its Quarterly Report

May 6, 2025 EX-99.2

Supplemental financial information for the three months ended March 31, 2025.

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 12 Consolidated Statements of Operations 13 Reconciliation of Non-GAAP Measures 14 Debt Summary 17 Portfolio Summary Property Summary 19 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 22

May 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 3 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

May 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 10 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 10 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,

May 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 6, 2025 WHEELER REAL ESTATE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 6, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporati

May 6, 2025 EX-99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FIRST QUARTER 2025 FINANCIAL AND OPERATING RESULTS

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FIRST QUARTER 2025 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – May 6, 2025 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the three months ended March 31, 2025 with the filing of its Quarterly Report

May 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 5, 2025 WHEELER REAL ESTATE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 5, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporati

May 6, 2025 EX-99.1

Press release, dated May 6, 2025.

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FIRST QUARTER 2025 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – May 6, 2025 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the three months ended March 31, 2025 with the filing of its Quarterly Report

May 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 1 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 1 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B C

May 6, 2025 EX-99.2

Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 12 Consolidated Statements of Operations 13 Reconciliation of Non-GAAP Me

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 12 Consolidated Statements of Operations 13 Reconciliation of Non-GAAP Measures 14 Debt Summary 17 Portfolio Summary Property Summary 19 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 22

May 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713 WHE

May 6, 2025 EX-99.2

Supplemental financial information for the three months ended March 31, 2025.

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 12 Consolidated Statements of Operations 13 Reconciliation of Non-GAAP Measures 14 Debt Summary 17 Portfolio Summary Property Summary 19 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 22

May 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Table of Contents Prospectus Supplement No. 9 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 9 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc.

May 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Table of Contents Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 22, 2021) Registration No. 333-256699 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 2 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc.

April 29, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 7 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 7 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

April 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 25, 2025 WHEELER REAL ESTAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 25, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

April 15, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 6 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

April 15, 2025 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 10, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

April 8, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 5 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

April 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 7, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 7, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

March 24, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 24, 2025 WHEELER REAL ESTAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 24, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

March 24, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 4 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

March 21, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 3 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

March 21, 2025 EX-3.2

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on March 21, 2025

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

March 21, 2025 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every five sha

March 21, 2025 EX-3.1

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on March 21, 2025

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every five sha

March 21, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 21, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

March 21, 2025 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

March 7, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 2 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

March 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 4, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 4, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

March 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 1 Filed pursuant to Rule 424(b)(3) (To Prospectus dated March 5, 2025) Registration No. 333-284585 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 1 (this “Prospectus Supplement”) to our Prospectus, dated March 5, 2025 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,01

March 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 5, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 5, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

March 5, 2025 424B3

PROSPECTUS Wheeler Real Estate Investment Trust, Inc. 5,005,014 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-284585 PROSPECTUS Wheeler Real Estate Investment Trust, Inc. 5,005,014 Shares of Common Stock This Prospectus relates to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. (the “Company,” “our”, “we” or “us”) of up to 5,005,014 shares of our common stock, par value $0.01 per share (“Common Stock”). The holders (the “Se

March 4, 2025 EX-99.2

Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Me

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Measures 15 Debt Summary 18 Portfolio Summary Property Summary 20 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 23

March 4, 2025 EX-3.3

Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 15, 2016 (Filed as an exhibit to Form 10-K, filed on March 4, 2025).

Exhibit 3.3 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES SUPPLEMENTARY Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Under a power contained in Article V of the charter of the Corporation (as amended or restated from time to time, the “Ch

March 4, 2025 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Wheeler REIT, L.P. Wheeler Interests, LLC Wheeler Real Estate, LLC WHLR - Brook Run Associates, LLC Chesapeake Square Associates, LLC DF I - Courtland, LLC Harbor Point Associates, LLC LaGrange Associates, LLC WHLR - Lumber River, LLC Northpointe Investors, LLC WHLR - PCSC Associates, LLC Riversedge Office Associates, LLC Tuckernuck Associates, LLC WD II

March 4, 2025 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713 WHEELER REAL ESTATE INVEST

March 4, 2025 EX-10.13

Amendment to Letter Agreement by and among Wheeler Real Estate Investment Trust, Inc., Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P. and Stilwell Associates, L.P., dated as of December 5, 2024 (Filed as an exhibit to Form 10-K, filed on March 4, 2025).

Exhibit 10.13 December 5, 2024 Stilwell Activist Investments, L.P. Stilwell Activist Fund, L.P. Stilwell Value Partners VII, L.P. Stilwell Associates, L.P. c/o Stilwell Value LLC 200 Calle del Santo Cristo Segundo Piso San Juan, Puerto Rico 00901 Ladies and Gentlemen: Reference is hereby made to that certain letter agreement (the “Letter Agreement”) entered into on December 5, 2023, by and among W

March 4, 2025 EX-99.2

Supplemental financial information for the three and twelve months ended December 31, 2024.

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Measures 15 Debt Summary 18 Portfolio Summary Property Summary 20 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 23

March 4, 2025 EX-3.4

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on November 21, 2016 (Filed as an exhibit to Form 10-K, filed on March 4, 2025).

Exhibit 3.4 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES SUPPLEMENTARY Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Under a power contained in Article V of the charter of the Corporation (as amended or restated from time to time, the “Ch

March 4, 2025 EX-99.1

Press release, dated March 4, 2025.

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FOURTH QUARTER AND YEAR-END 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – March 4, 2025 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the year ended December 31, 2024 with the filing of its Annual

March 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 4, 2025 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 4, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

March 4, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 19 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 19 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

March 4, 2025 EX-19.1

, Inc. Insider Trading Policy

Exhibit 19.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. INSIDER TRADING POLICY Wheeler Real Estate Investment Trust, Inc. (the “Company”) has adopted the following Insider Trading Policy (the “Policy”), which prohibits trading based on Material Nonpublic Information (as such term is defined herein). The Policy covers: •each member of the Company’s Board of Directors (“Board Member”); •each officer

March 4, 2025 EX-99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FOURTH QUARTER AND YEAR-END 2024 FINANCIAL AND OPERATING RESULTS

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FOURTH QUARTER AND YEAR-END 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – March 4, 2025 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the year ended December 31, 2024 with the filing of its Annual

March 4, 2025 S-11/A

As filed with the Securities and Exchange Commission on March 4, 2025

As filed with the Securities and Exchange Commission on March 4, 2025 Registration No.

March 4, 2025 EX-4.4

Description of Securities.

Exhibit 4.4 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of December 31, 2024, Wheeler Real Estate Investment Trust, Inc. (“WHLR”, the “Company” or “our”) had five classes of securities: our common stock, par value $0.01 per share (“Common Stock”), Series A Preferred Stock, no par value per share (“Series A Preferred”); Series B Convertible

March 4, 2025 CORRESP

WHEELER REAL ESTATE INVESTMENT TRUST, INC. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 (757) 627-9088

WHEELER REAL ESTATE INVESTMENT TRUST, INC. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 (757) 627-9088 March 4, 2025 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Catherine De Lorenzo Office of Real Estate & Construction Re: Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trus

February 14, 2025 EX-99.2

LIMITED POWER OF ATTORNEY

Exhibit B LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley A. Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

February 14, 2025 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 jfa.htm Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Wheeler Real Estate Investment Trust, Inc., and further agree that this Joi

February 6, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): February 5, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorp

February 6, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 18 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 18 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

January 29, 2025 EX-FILING FEES

Filing Fee Table*

EX-FILING FEES 7 ea022905301ex-feewheeler.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-11 (Form Type) Wheeler Real Estate Investment Trust, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Shar

January 29, 2025 EX-4.1

Form of Certificate of Common Stock of Wheeler Real Estate Investment Trust, Inc.*

Exhibit 4.1 SEAL 6/23/11 MARYLAND THIS CERTIFIES THAT is the owner of DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY - PAID AND NON - ASSESSABLE SHARES OF THE COMMON STOCK OF Wheeler Real Estate Investment Trust, Inc . (hereinafter called the “Company”) , transferable on the books of the Company in person or by duly authorized attorney, up

January 29, 2025 S-11

As filed with the Securities and Exchange Commission on January 29, 2025

As filed with the Securities and Exchange Commission on January 29, 2025 Registration No.

January 29, 2025 EX-21.1

Subsidiaries of Wheeler Real Estate Investment Trust, Inc.*

Exhibit 21.1 SUBSIDIARIES OF WHEELER REAL ESTATE INVESTMENT TRUST, INC. CEDAR 2129 OREGON AVENUE, LLC CEDAR BRICKYARD II, LLC CEDAR BRICKYARD, LLC CEDAR CENTER HOLDINGS L.L.C. 3 CEDAR GOLDEN TRIANGLE, LLC CEDAR HAMBURG, LLC CEDAR PCP-SAN SOUCI, LLC CEDAR REALTY TRUST PARTNERSHIP, L.P. CEDAR REALTY TRUST, INC CEDAR SOUTHINGTON PLAZA, LLC CEDAR-BRISTOL, LLC CEDAR-CARLL'S CORNER, LLC CEDAR-COLISEUM F

January 22, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 17 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 17 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

January 22, 2025 EX-3.1

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on January 22, 2025

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every four sha

January 22, 2025 EX-3.2

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on January 22, 2025

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

January 22, 2025 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every four sha

January 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 22, 2025 WHEELER REAL EST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 22, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorp

January 22, 2025 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

January 21, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 16 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 16 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

January 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 16, 2025 WHEELER REAL EST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 16, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorp

January 8, 2025 EX-1

JOINT FILING AGREEMENT

CUSIP NO. 963025606 13G EXHIBIT INDEX TO SCHEDULE 13G EXHIBIT 1 Joint Filing Agreement, dated as of January 8, 2025, by and between Magnolia Capital Fund, LP, The Magnolia Group, LLC, and Adam K. Peterson. CUSIP NO. 963025606 13G EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree, as of January 8, 2025, that only one state

January 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 6, 2025 WHEELER REAL ESTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 6, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpo

January 7, 2025 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 15 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 15 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

December 9, 2024 SC 13D/A

WHLR.P / Wheeler Real Estate Investment Trust, Inc. - Preferred Stock / STILWELL JOSEPH - SC 13D/A Activist Investment

SC 13D/A 1 sc13da351031800912092024.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 35)1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Name of Issuer) Common Stock, par value $0.01 per share (

December 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 14 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 14 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

December 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 5, 2024 WHEELER REAL EST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorp

December 5, 2024 EX-1

JOINT FILING AGREEMENT

EX-1 2 fp0091308-1ex1.htm CUSIP NO. 963025606 13G EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree, as of February 14, 2024, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Series D

December 5, 2024 SC 13G/A

WHLR / Wheeler Real Estate Investment Trust, Inc. / MAGNOLIA CAPITAL FUND, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* Wheeler Real Estate Investment Trust, Inc. (Name of Issuer) Series D Cumulative Convertible Preferred Stock (Title of Class of Securities) 963025606 (CUS

November 20, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 20, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incor

November 20, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 13 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 13 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

November 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 15, 2024 WHEELER REAL ES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 15, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incor

November 15, 2024 EX-3.2

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 15, 2024 (Filed as an exhibit to Form 8-K, filed on November 15, 2024)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

November 15, 2024 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

November 15, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 12 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 12 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

November 15, 2024 EX-3.1

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 15, 2024 (Filed as an exhibit to Form 8-K, filed on November 15, 2024)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every two shar

November 15, 2024 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every two shar

November 14, 2024 EX-99.A

JOINT FILING AGREEMENT

EX-99.A 2 jfa.htm Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Wheeler Real Estate Investment Trust, Inc., and further agree that this Joi

November 14, 2024 SC 13G/A

WHLR.P / Wheeler Real Estate Investment Trust, Inc. - Preferred Stock / Magnetar Financial LLC Passive Investment

SC 13G/A 1 sayw2411140513ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 963025853 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this St

November 14, 2024 EX-99.B

LIMITED POWER OF ATTORNEY

EX-99.B 3 poa.htm Exhibit B LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley A. Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capa

November 14, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 11 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 11 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

November 14, 2024 SC 13G/A

WHLR / Wheeler Real Estate Investment Trust, Inc. / Derrick William C - SC 13G/A Passive Investment

SC 13G/A 1 tm2428557d1sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* Wheeler Real Estate Investment Trust, Inc. (Name of Issuer) Series D Cumulative Convertible Preferred Stock, no

November 14, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 13, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incor

November 7, 2024 SC 13G

WHLR / Wheeler Real Estate Investment Trust, Inc. / Ursa Fund Management, LLC - SC 13G Passive Investment

SC 13G 1 tm2427825d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wheeler Real Estate Investment Trust, Inc. (Name of Issuer) Series D Cumulative Preferred Stock (Title of Class of Securities) 963025606 (CUSIP Number) October 31, 2024 (Date of Event which Requires Filing of this Stat

November 7, 2024 EX-99.2

Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Me

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Measures 15 Debt Summary 18 Portfolio Summary Property Summary 20 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 23

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713

November 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 7, 2024 WHEELER REAL EST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 7, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorp

November 7, 2024 EX-99.1

Press release, dated November 7, 2024.

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS THIRD QUARTER 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – November 7, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) announced today that it has reported its financial and operating results for the three and nine months ended September 30, 2024 on Form 10-Q. In addition, the Company

November 7, 2024 EX-99.2

Supplemental financial information for the three and nine months ended September 30, 2024.

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Measures 15 Debt Summary 18 Portfolio Summary Property Summary 20 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 23

November 7, 2024 EX-99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS THIRD QUARTER 2024 FINANCIAL AND OPERATING RESULTS

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS THIRD QUARTER 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – November 7, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) announced today that it has reported its financial and operating results for the three and nine months ended September 30, 2024 on Form 10-Q. In addition, the Company

November 7, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 10 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 10 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,2

November 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 5, 2024 WHEELER REAL EST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorp

November 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 9 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 9 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

October 11, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 8 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 8 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

October 11, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 8, 2024 WHEELER REAL ESTA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 8, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpo

October 8, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 7, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpo

October 8, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 7 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 7 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

September 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 17, 2024 WHEELER REAL E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 17, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of inco

September 17, 2024 EX-3.2

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on September 17, 2024 (Filed as an exhibit to Form 8-K, filed on September 17, 2024)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

September 17, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 6 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 6 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

September 17, 2024 EX-3.1

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on September 17, 2024 (Filed as an exhibit to Form 8-K, filed on September 17, 2024)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every three (3

September 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 5 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 5 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

September 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 5, 2024 WHEELER REAL ES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incor

September 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 5, 2024 WHEELER REAL ES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incor

September 5, 2024 EX-99.1

CEDAR REALTY TRUST AND WHEELER REAL ESTATE INVESTMENT TRUST ANNOUNCE FOURTH CIRCUIT COURT AFFIRMS DISMISSAL OF CLASS ACTION LAWSUIT

Exhibit 99.1 CEDAR REALTY TRUST AND WHEELER REAL ESTATE INVESTMENT TRUST ANNOUNCE FOURTH CIRCUIT COURT AFFIRMS DISMISSAL OF CLASS ACTION LAWSUIT VIRGINIA BEACH, VA / ACCESSWIRE / September 5, 2024 / Cedar Realty Trust, Inc. (NYSE: CDRpB) (NYSE: CDRpC) (“Cedar”) and Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) (“Wheeler”) jointly announced that, on September 4, 2024, the United States

August 12, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 8, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

August 12, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 4 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

August 9, 2024 SC 13G

WHLR / Wheeler Real Estate Investment Trust, Inc. / Funicular Funds, LP Passive Investment

SC 13G 1 whlrd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Wheeler Real Estate Investment Trust, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 963025861 (CUSIP Number) August 5, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria

August 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 3 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

August 6, 2024 EX-99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS SECOND QUARTER 2024 FINANCIAL AND OPERATING RESULTS

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS SECOND QUARTER 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – August 6, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) announced today that it has reported its financial and operating results for the three and six months ended June 30, 2024 on Form 10-Q. In addition, the Company has pos

August 6, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

August 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 2 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

August 6, 2024 EX-99.2

Supplemental financial information for the three and six months ended June 30, 2024.

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Measures 15 Debt Summary 18 Portfolio Summary Property Summary 20 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 23

August 6, 2024 EX-99.1

Press release, dated August 6, 2024.

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS SECOND QUARTER 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – August 6, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) announced today that it has reported its financial and operating results for the three and six months ended June 30, 2024 on Form 10-Q. In addition, the Company has pos

August 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713 WHEE

August 6, 2024 EX-99.2

Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Me

Exhibit 99.2 Table of Contents Page Glossary of Terms 4 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 13 Consolidated Statements of Operations 14 Reconciliation of Non-GAAP Measures 15 Debt Summary 18 Portfolio Summary Property Summary 20 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 23

August 6, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 6, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpor

July 10, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 1 Filed pursuant to Rule 424(b)(3) (To Prospectus dated July 9, 2024) Registration No. 333-280643 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 1 (this “Prospectus Supplement”) to our Prospectus, dated July 9, 2024 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 20,704,217

July 9, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 28 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 28 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

July 9, 2024 424B3

Wheeler Real Estate Investment Trust, Inc. 20,704,217 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-280643 PROSPECTUS Wheeler Real Estate Investment Trust, Inc. 20,704,217 Shares of Common Stock This Prospectus relates to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. (the “Company,” “our”, “we” or “us”) of up to 20,704,217 shares of our common stock, par value $0.01 per share (“Common Stock”). The holders (the “

July 9, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 9, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

July 8, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 27 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 27 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

July 8, 2024 CORRESP

WHEELER REAL ESTATE INVESTMENT TRUST, INC. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 (757) 627-9088

WHEELER REAL ESTATE INVESTMENT TRUST, INC. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 (757) 627-9088 July 8, 2024 BY EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Catherine De Lorenzo Office of Real Estate & Construction Re: Request for Acceleration of Effectiveness of Wheeler Real Estate Investment Trust

July 8, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

July 1, 2024 S-11

As filed with the Securities and Exchange Commission on July 1, 2024

As filed with the Securities and Exchange Commission on July 1, 2024 Registration No.

July 1, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 26 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 26 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

July 1, 2024 EX-21.1

Subsidiaries of Wheeler Real Estate Investment Trust, Inc.*

Exhibit 21.1 DF I-Courtland, LLC DF I-Edenton, LLC Lumber River Village Associates, LLC Northpointe Investors, LLC Riversedge Office Associates, LLC Tuckernuck Associates, LLC WHLR Surrey Plaza Associates, LLC WHLR Twin City Crossing, LLC WHLR Tampa Festival, LLC WHLR Forrest Gallery, LLC WHLR Clover, LLC WHLR St. George, LLC WHLR South Square, LLC WHLR Waterway, LLC WHLR Westland, LLC WHLR Winslo

July 1, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 28, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

July 1, 2024 EX-4.1

Form of Certificate of Common Stock of Wheeler Real Estate Investment Trust, Inc.*

Exhibit 4.1

July 1, 2024 EX-FILING FEES

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-11 (Form Type) Wheeler Real Estate Investment Trust, Inc.

June 24, 2024 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every five (5)

June 24, 2024 EX-3.2

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on June 21, 2024 (Filed as an exhibit to Form 8-K, filed on June 24, 2024)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

June 24, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 25 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 25 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

June 24, 2024 EX-3.1

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on June 21, 2024 (Filed as an exhibit to Form 8-K, filed on June 24, 2024)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every five (5)

June 24, 2024 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

June 24, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 21, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

June 18, 2024 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No.1) FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 13, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisd

June 18, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 24 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 24 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

June 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 13, 2024 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 13, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

June 13, 2024 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

June 13, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 23 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 23 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

June 13, 2024 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Immediately prior to the Effective Time (as defined below) of these Articles of Amendment, the charter of the Corporation (the “Charter”) was

June 13, 2024 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every six (6)

June 13, 2024 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every six (6)

June 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 5, 2024 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

June 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 22 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 22 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

June 3, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 3, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

June 3, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 21 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 21 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

May 21, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 16, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

May 21, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 20 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 20 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

May 17, 2024 SC 13G/A

WHLR / Wheeler Real Estate Investment Trust, Inc. / Funicular Funds, LP Passive Investment

SC 13G/A 1 whlrd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Wheeler Real Estate Investment Trust, Inc. (Name of Issuer) Series D Cumulative Convertible Preferred Stock (Title of Class of Securities) 963025606 (CUSIP Number) May 9, 2024 (Date of Event which Requires Filing of this Statement) C

May 14, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 13, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporat

May 14, 2024 EX-3.2

Second Amendment (Par Value Decrease)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) was recently amended to effect a one-for-24 reverse stock split, with the result that the par

May 14, 2024 EX-3.1

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on May 13, 2024 (Filed as an exhibit to Form 8-K, filed on May 14, 2024)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every twenty-f

May 14, 2024 EX-3.1

First Amendment (Reverse Stock Split)

Exhibit 3.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that (a) at the Effective Time (as defined below), every twenty-f

May 14, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 19 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 19 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

May 14, 2024 EX-3.2

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on May 13, 2024 (Filed as an exhibit to Form 8-K, filed on May 14, 2024)

Exhibit 3.2 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ARTICLES OF AMENDMENT Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) was recently amended to effect a one-for-24 reverse stock split, with the result that the par

May 7, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 6, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporati

May 7, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 17 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 17 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

May 7, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 6, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporati

May 7, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 18 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 18 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

May 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 6, 2024 WHEELER REAL ESTATE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 6, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorporati

May 6, 2024 EX-99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FIRST QUARTER 2024 FINANCIAL AND OPERATING RESULTS

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FIRST QUARTER 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – May 6, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) announced today that it has reported its financial and operating results for the three months ended March 31, 2024 on Form 10-Q. In addition, the Company has posted supplem

May 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 16 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No.16 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

May 6, 2024 EX-99.2

Table of Contents Page Glossary of Terms 3 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 11 Consolidated Statements of Operations 12 Reconciliation of Non-GAAP Me

Exhibit 99.2 Table of Contents Page Glossary of Terms 3 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 11 Consolidated Statements of Operations 12 Reconciliation of Non-GAAP Measures 13 Debt Summary 16 Portfolio Summary Property Summary 18 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 21

May 6, 2024 EX-99.1

Press release, dated May 6, 2024

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FIRST QUARTER 2024 FINANCIAL AND OPERATING RESULTS VIRGINIA BEACH, VA – May 6, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) announced today that it has reported its financial and operating results for the three months ended March 31, 2024 on Form 10-Q. In addition, the Company has posted supplem

May 6, 2024 EX-99.2

Supplemental financial information for the three months ended March 31, 2024

Exhibit 99.2 Table of Contents Page Glossary of Terms 3 Company Overview 6 Financial and Portfolio Overview 7 Financial and Operating Results 8 Financial Summary Consolidated Balance Sheets 11 Consolidated Statements of Operations 12 Reconciliation of Non-GAAP Measures 13 Debt Summary 16 Portfolio Summary Property Summary 18 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules 21

May 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713 WHE

April 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 5, 2024 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

April 8, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 15 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 15 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

March 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Defin

March 22, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

March 6, 2024 PRE 14A

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED MARCH 6, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 193

TABLE OF CONTENTS PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED MARCH 6, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 6, 2024 POS EX

As filed with the Securities and Exchange Commission on March 6, 2024

As filed with the Securities and Exchange Commission on March 6, 2024 Registration No.

March 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 5, 2024 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

March 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 15 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 15 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

March 6, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 14 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 14 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

March 5, 2024 EX-99.1

Press release, dated March 5, 2024.

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FOURTH QUARTER AND YEAR-END 2023 FINANCIAL AND OPERATING RESULTS Virginia Beach, Virginia – March 5, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) (“WHLR” or the “Company”) announced today that it has reported its financial and operating results for the year ended December 31, 2023 on Form 10-K.

March 5, 2024 EX-99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FOURTH QUARTER AND YEAR-END 2023 FINANCIAL AND OPERATING RESULTS

Exhibit 99.1 WHEELER REAL ESTATE INVESTMENT TRUST, INC. ANNOUNCES THE RELEASE OF ITS FOURTH QUARTER AND YEAR-END 2023 FINANCIAL AND OPERATING RESULTS Virginia Beach, Virginia – March 5, 2024 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) (“WHLR” or the “Company”) announced today that it has reported its financial and operating results for the year ended December 31, 2023 on Form 10-K.

March 5, 2024 EX-99.2

Supplemental financial information for the three and twelve months ended December 31, 2023.

Exhibit 99.2 Table of Contents Page Company Overview 4 Financial and Portfolio Overview 5 Financial and Operating Results 6 Financial Summary Consolidated Balance Sheets 11 Consolidated Statements of Operations 12 Reconciliation of Non-GAAP Measures 13 Debt Summary 16 Portfolio Summary Property Summary 18 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedule 21 Leasing Summary 22 D

March 5, 2024 424B3

Wheeler Real Estate Investment Trust, Inc.

Prospectus Supplement No. 13 Filed pursuant to Rule 424(b)(3) (To Prospectus dated September 29, 2023) Registration No. 333-274329 Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 13 (this “Prospectus Supplement”) to our Prospectus, dated September 29, 2023 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up

March 5, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713 WHEELER REAL ESTATE INVEST

March 5, 2024 EX-4.4

Description of Securitie

Exhibit 4.4 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of December 31, 2023, Wheeler Real Estate Investment Trust, Inc. (“WHLR”, the “Company” or “our”) had five classes of securities: our common stock, par value $0.01 per share (“Common Stock”), Series A Preferred Stock, no par value per share (“Series A Preferred”); Series B Convertible

March 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 5, 2024 WHEELER REAL ESTATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): March 5, 2024 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact name of registrant as specified in its charter) Maryland 001-35713 45-2681082 (State or other jurisdiction of incorpora

March 5, 2024 EX-99.2

Table of Contents Page Company Overview 4 Financial and Portfolio Overview 5 Financial and Operating Results 6 Financial Summary Consolidated Balance Sheets 11 Consolidated Statements of Operations 12 Reconciliation of Non-GAAP Measures 13 Debt Summa

Exhibit 99.2 Table of Contents Page Company Overview 4 Financial and Portfolio Overview 5 Financial and Operating Results 6 Financial Summary Consolidated Balance Sheets 11 Consolidated Statements of Operations 12 Reconciliation of Non-GAAP Measures 13 Debt Summary 16 Portfolio Summary Property Summary 18 Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedule 21 Leasing Summary 22 D

March 5, 2024 EX-21.1

Subsidiaries of Registrant

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Wheeler Interests, LLC, Wheeler Real Estate, LLC Brook Run Associates, LLC Chesapeake Square Associates, LLC DF I - Courtland, LLC Harbor Point Associates, LLC LaGrange Associates, LLC Lumber River Associates, LLC Northpointe Investors, LLC PCSC Associates, LLC Riversedge Office Associates, LLC Tuckernuck Associates, LLC WD III Associates, LLC WHLR - Ale

March 5, 2024 EX-97.1

Wheeler Real Estate Investment Trust, Inc. Incentive Clawback Policy.

Exhibit 97.1 INCENTIVE COMPENSATION CLAWBACK POLICY This Incentive Compensation Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below), is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

February 14, 2024 EX-99.B

LIMITED POWER OF ATTORNEY

Exhibit B LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley A. Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

February 14, 2024 SC 13G/A

WHLR / Wheeler Real Estate Investment Trust, Inc. / Derrick William C - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Wheeler Real Estate Investment Trust, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 963025705 (CUSIP Numbe

February 14, 2024 EX-99.A

JOINT FILING AGREEMENT

Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Wheeler Real Estate Investment Trust, Inc.

February 14, 2024 SC 13G

US9630258872 / WHEELER REAL ESTATE INT TR INC / AY2 Capital LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 963025887 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri

February 14, 2024 SC 13G/A

US9630258872 / WHEELER REAL ESTATE INT TR INC / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 963025887 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

February 14, 2024 SC 13G/A

WHLR / Wheeler Real Estate Investment Trust, Inc. / Derrick William C - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)* Wheeler Real Estate Investment Trust, Inc. (Name of Issuer) Series D Cumulative Convertible Preferred Stock, no par value (Title of Class of Securities)

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