惠勒房地产投资信托公司美股招股说明书（2025-05-21版）

Wheeler Real Estate Investment Trust, Inc.This is Prospectus Supplement No. 11 (this “Prospectus Supplement ”) to our Prospectus, dated March 5, 2025 (the“Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 5,005,014 shares ofour common stock, par value $0.01 (“Common Stock”).Terms used but not defined in this Prospectus Supplement have the We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on May21, 2025. The attachedinformation 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 uncertaintiesdescribed under the heading “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminaloffense. The date of this Prospectus Supplement is May21, 2025. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filingobligations 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 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Securities registered pursuant to Section 12(b) of the Act: Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is Item 5.03. Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year. Charter Amendments for One-for-Seven Reverse Stock Split On May 21, 2025, in connection with aone-for-sevenreverse stock split (the “Reverse Stock Split”) of the common stock, $0.01 parvalue per share (the “Common Stock”) ofWheeler Real Estate Investment Trust, Inc.(the “Company”), to be effective on May 26,2025, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of i.a one-for-seven Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the“Effective Time”)on May 26, 2025 (the “First Amendment”);andii.the par value of the Common Stock to be decreased from $0.07 per share (as a result of the one-for-seven Reverse Stock Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather,stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split willinstead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing The foregoing descriptions of the amendments to the Company’s charter do not purport to be complete and are qualified intheir entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Effect of Reverse Stock Split on Common Stock At the market open on May 27, 2025 (the first business day after the Effective Time), the Common Stock will begin tradingon a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025812). The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time, with acorresponding adjustment to the outstanding partnership units of the Company’s operating partnership,Wheeler REIT, L.P.It thereforewill not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except forde minimischangesresulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other In connection with the Reverse Stock Split, adjustments will be made to the number of shares of Common Stock issuableupon conversion of the Company’s convertible securities. Effect of Reverse Stock Split on7.00% Subordinated Convertible Notes Due 2031 As a result of the Reverse Stock Split, pursuant to and in accordance with Section 14.05(c) of that certain indenture, dated asof August 13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, perta