WHLR (WHLR) adds exhibit to S-11 in Post-Effective Amendment

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. filed Post-Effective Amendment No. 1 to its Form S-11 on March 5, 2026 to add exhibits pursuant to Rule 462(d). The amendment includes Exhibit 23.1, the consent of Cherry Bekaert LLP, and states the offering may commence "from time to time" after effectiveness.

As filed with the Securities and Exchange Commission on March 5, 2026

Registration No. 333-287930

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 1

to

FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in governing instruments)

2529 Virginia Beach Blvd.

Virginia Beach, Virginia 23452
(757) 627-9088 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kaufman & Canoles, P.C.

150 W. Main Street, Suite 2100

Norfolk, VA 23510

(757) 624-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Daniel P. Raglan, Esq.
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-287930

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 (Registration No. 333-287930) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.

1

PART II

Information Not Required In Prospectus

Item 36. Financial Statements and Exhibits.

(b) Exhibits.

The following exhibit is filed as part of this Registration Statement:

Exhibit No.		Description
23.1		Consent of Cherry Bekaert LLP

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Virginia Beach, State of Virginia, on March 5, 2026.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

	By:	/s/ M. Andrew Franklin
		M. Andrew Franklin
		Chief Executive Officer and President (Principal Executive Officer)

	By:	/s/ Crystal Plum
		Crystal Plum
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/ M. Andrew Franklin		CEO and President		March 5, 2026
M. Andrew Franklin		(Principal Executive Officer)
/s/ Crystal Plum		Chief Financial Officer		March 5, 2026
Crystal Plum		(Principal Financial Officer and Principal Accounting Officer)
*		Chair of Board		March 5, 2026
Stefani D. Carter
*		Director		March 5, 2026
E.J. Borrack
*		Director		March 5, 2026
Robert Brady
*		Director		March 5, 2026
Kerry G. Campbell
/s/ Gregory Hannon		Director		March 5, 2026
Gregory Hannon
*		Director		March 5, 2026
Rebecca Musser
*		Director		March 5, 2026
Megan Parisi
*		Director		March 5, 2026
Joseph D. Stilwell

*By:	/s/ M. Andrew Franklin				March 5, 2026
	M. Andrew Franklin,
	Attorney-in-Fact

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby makes, designates, constitutes and appoints M. Andrew Franklin, Crystal Plum and Stefani D. Carter, and each of them (with full power and authority to act without the other), his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

/s/ Gregory Hannon		Director		March 5, 2026
Gregory Hannon

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FAQ

What did WHLR file in its Post-Effective Amendment No. 1?

WHLR filed a Post-Effective Amendment No. 1 to Form S-11 to add exhibits, including Exhibit 23.1 (consent of Cherry Bekaert LLP). The amendment was filed pursuant to Rule 462(d) and dated March 5, 2026.

Does the amendment change the timing of the offering for WHLR?

The amendment reiterates the offering may commence "from time to time" after effectiveness. It does not specify a firm launch date or alter the previously stated commencement language in the registration statement.

What exhibit was added in WHLR's Post-Effective Amendment?

Exhibit 23.1 was added: the consent of Cherry Bekaert LLP. The exhibit list in Item 36(b) of the amendment specifically files that consent as part of the registration statement.

Who signed the registration statement for WHLR and when?

The registration statement was signed on March 5, 2026 by M. Andrew Franklin (CEO) and Crystal Plum (CFO), among other directors and authorized attorneys-in-fact, as shown in the signatures section.

Is this filing a new registration or an amendment under Rule 462(d)?

This is a post-effective amendment filed under Rule 462(d) solely to add exhibits not previously filed with the Registration Statement (Registration No. 333-287930).