Document

Prospectus Supplement No. 2

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated September 29, 2023)

Registration No. 333-274329

This is Prospectus Supplement No. 2 (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 to 101,100,000 shares of our common stock, par value $0.01 (“Common Stock”). Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.

We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on October 18, 2023. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 4 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

Maryland

001-35713

45-2681082

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock

WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock

WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

On October 18, 2023, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that the Company posted to its website simplified versions of the Holder Redemption Notice and the Stock Ownership Statement (together, the “Series D Redemption Forms”) that any holder (a “Series D Preferred Stockholder”) of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is required to complete and return to the Company if such holder wishes to request that the Company redeem any or all of such holder’s shares of Series D Preferred Stock.

The Company will continue to accept earlier versions of the Series D Redemption Forms that were previously posted to the Company’s website if submitted by a Series D Preferred Stockholder.

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report on Form 8-K under this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

For any Series D Preferred Stockholder who wishes to request that the Company redeem any or all of such holder’s shares of Series D Preferred Stock, the Company made simplified forms of the Holder Redemption Notice and the Stock Ownership Statement available on its website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

The form of the Holder Redemption Notice and the Stock Ownership Statement are also filed as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K.

Neither the information included in this Current Report on Form 8-K nor the exhibits hereto shall constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein and therein.


Exhibit No.						Description
99.1						Press release dated October 18, 2023
99.2						Form of Holder Redemption Notice
99.3						Form of Stock Ownership Statement
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



WHEELER REAL ESTATE INVESTMENT TRUST, INC.

By:						/s/ M. Andrew Franklin
						Name: M. Andrew Franklin
						Title: Chief Executive Officer and President


2529 Virginia Beach Blvd. Virginia Beach, VA						23452
(Address of principal executive offices)						(Zip code)