SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

WHEELER REAL ESTATE

INVESTMENT TRUST, INC.

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

Copy to

Bradley A. Haneberg, Esq.

Matthew B. Chmiel, Esq.

Haneberg, PLC

310 Granite Avenue

Richmond, Virginia 23226

(804) 814-2209

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

INTRODUCTION

This Tender Offer Statement on Schedule TO (“Tender Offer Statement”) relates to an offer (the “Offer”) by Wheeler Real Estate Investment Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), to exchange newly issued shares of the Company’s Common Stock for its outstanding shares of (i) Series A Preferred Stock, and (ii) Series B Preferred Stock, on the terms and subject to the conditions set forth in this document and in the Prospectus (incorporated by reference herein as Exhibit (a)(1)(A) (the “Prospectus”) and the letter of transmittal (incorporated by reference herein as Exhibit (a)(1)(B) (the “Letter of Transmittal”).

The information set forth in the Prospectus and the related Letter of Transmittal is incorporated herein by reference in response to all items required in this Tender Offer Statement, as more particularly described below.

The information set forth in the Prospectus in sections entitled “Questions and Answers About the Exchange Offer” and “Summary” is incorporated herein by reference.

The name of the subject company is Wheeler Real Estate Investment Trust, Inc., a corporation organized under the laws of the State of Maryland. The address of the Company’s principal executive office is Riversedge North, 2529 Virginia Beach Boulevard, Virginia Beach, VA 23452. The Company’s phone number is (757) 627-9088.

The information set forth in the Prospectus in the section entitled “Description of Capital Stock” is incorporated herein by reference.

The Series A Preferred Stock has no established trading market.

The Series B Preferred Stock is listed on the Nasdaq Capital Market under the symbol “WHLRP.” The high and low Series B Preferred Stock sales prices per share during 2014 and 2015 are indicated below⁽¹⁾:

The Common Stock is listed on the Nasdaq Capital Market under the symbol “WHLR”. The high and low sales prices per share during 2013, 2014 and 2015 are indicated below:

The Company has made dividend payments to holders of its Series A Preferred Stock in 2013, 2014 and 2015 as follows:

The Company has made dividend payments to holders of its Series B Preferred Stock in 2014 and 2015 as follows:⁽¹⁾

The Company has made dividend payments to holders of its Common Stock in 2013, 2014 and 2015 as follows:

The name of the filing person is Wheeler Real Estate Investment Trust, Inc., a corporation organized under the laws of the State of Maryland. The information set forth in Item 2(a) above is incorporated herein by reference. The information set forth in the Prospectus in section entitled “Business” is incorporated herein by reference. The address for all of the Company’s executive officers and directors is c/o Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Boulevard, Virginia Beach, VA 23452.

Pursuant to Instruction C of Schedule TO, the following persons are the executive officers and directors of the Company.

The address and telephone number of each director and executive officer is c/o Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, Virginia 23452.

The information set forth in the following sections of the Prospectus is incorporated herein by reference:

One of the Company’s directors, Jeffrey Zwerdling, owns an aggregate of 14,000 shares of Series B Preferred Stock. Mr. Zwerdling will be eligible to tender his shares of Series B Preferred Stock on the same terms and conditions as all other holders of Series B Preferred Stock.

The information set forth in the sections entitled “Certain Relationships, Related Transactions and Director Independence” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 is incorporated herein by reference.

The information set forth in the Prospectus in the sections entitled “Questions and Answers About the Exchange Offer – Why are we making the Exchange Offer” and “The Exchange Offer – Purpose and Background of the Exchange Offer” are incorporated herein by reference.

The information set forth in the Prospectus in the section entitled “Questions and Answers About the Exchange Offer – What does the Company intend to do with the shares of preferred stock that are tendered in the Exchange Offer?” is incorporated herein by reference.

Not applicable.

The information set forth in the Prospectus in the sections entitled “Questions and Answers About the Exchange Offer – What will I receive in the Exchange Offer if I tender my shares of preferred stock and they are accepted?” and “The Exchange Offer – Consideration” are incorporated herein by reference.

The information set forth in the Prospectus in the sections entitled “Questions and Answers About the Exchange Offer – What are the conditions to the Exchange Offer?” and “The Exchange Offer – Conditions of the Exchange Offer” are incorporated herein by reference.

Not applicable.

As noted above, one of the Company’s directors, Jeffrey Zwerdling, owns an aggregate of 14,000 shares of Series B Preferred Stock. Mr. Zwerdling’s holdings represent less than one percent of the shares of Series B Preferred Stock outstanding (0.92%). No other person required to be named in response to Item 1003 of Regulation M-A beneficially owns any Series A Preferred Stock or Series B Preferred Stock.

Not applicable.

The information set forth in the Prospectus in the sections entitled “Summary – Dealer Managers” and “The Exchange Offer – Dealer Managers” are incorporated herein by reference. In connection with the Offer, the Company has entered into a Dealer Manager Agreement with Compass Point Research & Trading, LLC and Maxim Group LLC (collectively, the “Dealer Managers”). Pursuant to this agreement, the Dealer Managers will serve as the dealer managers for the transaction. As consideration for their services thereunder, the Company shall pay the Dealer Managers a fee equal to 5.5% of the aggregate liquidation preference of the Series A Preferred Stock and Series B Preferred Stock tendered for exchange. The Company will also pay the Dealer Managers reasonable out-of-pocket expenses and will indemnify the Dealer Managers against certain liabilities and expenses associated with the Offer, including liabilities under federal securities laws. The Company is under no obligation to pay the Dealer Managers any fee prior to the completion of the Offer.

Not Applicable.

The information set forth in the Prospectus in the section entitled “Unaudited Pro Forma Financial Information” is incorporated herein by reference.

The information set forth in the Prospectus in the sections entitled “The Exchange Offer – Regulatory Matters” is incorporated herein by reference.

The information in the Prospectus and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, are incorporated herein by reference.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX