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SEC Comment Letter 0000000000-26-006447 to Wheeler Real Estate Investment Trust, Inc. (WHLR)

Wheeler Real Estate Investment Trust, Inc.
Date: June 29, 2026 · CIK: 0001527541 · Accession: 0000000000-26-006447

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File numbers found in text: 333-296944

Date
June 29, 2026
Author
M. Andrew Franklin
Form
UPLOAD
Company
Wheeler Real Estate Investment Trust, Inc.

Letter

June 29, 2026 M. Andrew Franklin Chief Executive Officer and President Wheeler Real Estate Investment Trust, Inc. 2529 Virginia Beach Blvd. Virginia Beach, Virginia 23452 Re: Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-11 Filed June 22, 2026 File No. 333-296944 Dear M. Andrew Franklin: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Pam Howell at 202-551-3357 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction

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June 29, 2026
M. Andrew Franklin
Chief Executive Officer and President
Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452
Re: Wheeler Real Estate Investment Trust, Inc.
Registration Statement on Form S-11
Filed June 22, 2026
File No. 333-296944
Dear M. Andrew Franklin:
 This is to advise you that we have not reviewed and will not review your registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Pam Howell at 202-551-3357 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction