惠勒房地产投资信托公司美股招股说明书（2025-05-21版）

our common stock, par value $0.01 (“Common Stock”).Terms used but not defined in this Prospectus Supplement have themeanings ascribed to them in the Prospectus. 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. described under the heading “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in anyamendments or supplements to the Prospectus. these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal 2529 Virginia Beach Blvd.Virginia Beach, VA23452(Address of principal executive offices)(Zip code) Registrant’s telephone number, including area code:(757)627-9088Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) 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(§240.12b-2 of this chapter). Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended Charter Amendments for One-for-Seven Reverse Stock Split value 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 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 StockSplit) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on May 26, 2025 (the “Second Amendment”). 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 closingprice of the Company’s Common Stock onThe Nasdaq Capital Marketon May 26, 2025 (as adjusted for the Reverse Stock Split), their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this CurrentReport on Form 8-K and are incorporated herein by reference. 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). corresponding 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 minimischanges rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu offractional shares. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse StockSplit. The Company’s trading symbol will remain unchanged, but the CUSIP number for the Company’s registered Common Stock will be changed to 963025812.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. approximately 37.19 shares of Common Stock per each $25.00 principal amount of the Notes to approximately 5.31 shares ofCommon Stock per each $25.00 principal amount of the Notes. As a result of the Reverse Stock Split, the conversion price of the Company’sSeries B Convertible Preferred Stock willproportionally increase from $5,760,000 per share of Common Stock to $40,320,000 per share of Common Stock, and one (1) share ofSeries B Convertible Preferred Stock will be convertible into approximately0.0000006shares of Common Stock. This Current Report on Form 8-K includes forward-looking statements. These statements are made under the “safe harbor” provisionsof the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will” and “would”, or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impact,if any, of the Reverse Stock Split on the Company and the trading price of the Common Stock. Forward-looking statements arestatements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking stat