Wheeler Real Estate Investment Trust, Inc.

For the period ended Dec 4, 2026. Filed Oct 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 4, 2026 · Filed Oct 23, 2026

WHLRP$12.80-0.4%Stored close · as of Oct 26, 2026

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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

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☒	Definitive Proxy Statement
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2529 Virginia Beach Boulevard

Virginia Beach, VA 23452

October 23, 2026

Dear Fellow Stockholder:

We hope to see you at the Annual Meeting of Stockholders (the “Annual Meeting”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) to be held at the Palacio Provincial, 103 Calle de San Francisco, San Juan, Puerto Rico 00901 on December 4, 2026 at 9:30 a.m., Atlantic Standard Time.

The Annual Meeting will be held in person only and not in a virtual meeting format.

It is important that your shares be represented at the Annual Meeting whether or not you are personally able to attend. Accordingly, after reading the attached Notice of Annual Meeting and Proxy Statement, please promptly submit your proxy via the internet atwww.investorvote.com/whlr, by telephone, or, if you requested printed copies of the proxy materials, by completing, signing and returning the enclosed proxy card in the enclosed postage-paid return envelope. We look forward to greeting you in person at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy via the internet, by telephone or by mail.

The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Directors and officers of the Company will be present to answer any questions that you and other stockholders may have. Also available online for your review is our 2025 Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company.

The business to be conducted at the Annual Meeting consists of:

Proposal 1: the election of seven members of the Board of Directors (such proposal, “Proposal 1”);

Proposal 2: the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (such proposal, “Proposal 2”);

Proposal 3: the approval, for purposes of Nasdaq Listing Rule 5635(d), of the potential issuance (the “Note Share Issuance”) of more than 19.9% of the outstanding shares of the Company’s Common Stock (as defined below) in repayment of the promissory notes issuable by the Company pursuant to the Note Purchase Agreements with investors (such proposal, “Proposal 3”);

Proposal 4: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2027 through January 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 4”);

Proposal 5: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2027 through February 28, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 5”);

Proposal 6: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2027 through March 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 6”);

Proposal 7: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2027 through April 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 7”);

Proposal 8: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2027 through May 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 8”);

Proposal 9: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2027 through June 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 9”);

Proposal 10: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2027 through July 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 10”);

Proposal 11: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2027 through August 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 11”);

Proposal 12: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2027 through September 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 12”);

Proposal 13: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2027 through October 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 13”);

Proposal 14: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2027 through November 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 14”); and

Proposal 15: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2027 through December 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 15”, and each of the reverse stock splits described in Proposal 4 through Proposal 15, a “Reverse Stock Split”).

The Board of Directors unanimously recommends a vote:

FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1;

FORthe ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2;

FOR the approval of the Note Share Issuance, as described in Proposal 3;

FOR the approval of the Reverse Stock Split, as described in Proposal 4;

FOR the approval of the Reverse Stock Split, as described in Proposal 5;

FOR the approval of the Reverse Stock Split, as described in Proposal 6;

FOR the approval of the Reverse Stock Split, as described in Proposal 7;

FOR the approval of the Reverse Stock Split, as described in Proposal 8;

FOR the approval of the Reverse Stock Split, as described in Proposal 9;

FOR the approval of the Reverse Stock Split, as described in Proposal 10;

FOR the approval of the Reverse Stock Split, as described in Proposal 11;

FOR the approval of the Reverse Stock Split, as described in Proposal 12;

FOR the approval of the Reverse Stock Split, as described in Proposal 13;

FOR the approval of the Reverse Stock Split, as described in Proposal 14; and

FOR the approval of the Reverse Stock Split, as described in Proposal 15.

Your vote is important. Please indicate your vote by internet or telephone, or, if you requested printed copies of the proxy materials, by returning the properly completed enclosed proxy card.

Regardless of whether you vote before or at the Annual Meeting, we hope to see you in person in San Juan, Puerto Rico.

Sincerely,

Stefani D. CarterChair of the Board of Directors	M. Andrew FranklinChief Executive Officer and President

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 4, 2026

Wheeler Real Estate Investment Trust, Inc. will hold its Annual Meeting of Stockholders at the Palacio Provincial, 103 Calle de San Francisco, San Juan, Puerto Rico 00901 on December 4, 2026 at 9:30 a.m., Atlantic Standard Time. The Annual Meeting will be heldin person onlyand not in a virtual meeting format.

The purpose of the Annual Meeting is to:

elect seven members of the Board of Directors (such proposal, “Proposal 1”);

ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (such proposal, “Proposal 2”);

approve, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of more than 19.9% of the outstanding shares of the Company’s Common Stock in repayment of the promissory notes issuable by the Company pursuant to the Note Purchase Agreements with investors (such proposal, “Proposal 3”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2027 through January 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 4”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2027 through February 28, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 5”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2027 through March 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 6”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2027 through April 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 7”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2027 through May 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 8”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2027 through June 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 9”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2027 through July 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 10”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2027 through August 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 11”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2027 through September 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 12”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2027 through October 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 13”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2027 through November 30, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 14”);

authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2027 through December 31, 2027, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 15”, and each of the reverse stock splits described in Proposal 4 through Proposal 15, a “Reverse Stock Split”);

These items of business are more fully described in the Proxy Statement.

The Board of Directors unanimously recommends a vote:

FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1;

FOR the ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2;