Wheeler Real Estate Investment Trust Inc美股招股说明书(2025-07-11版)

Prospectus Supplement No. 3(To Prospectus dated June 20, 2025) Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No.3 (this “Prospectus Supplement”) to our Prospectus, dated June20, 2025(the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of upto 100,043,323 shares of our common stock, par value $0.01 (“Common Stock”). Terms used but not defined inthis Prospectus Supplement have the meanings ascribed to them in the Prospectus. This Prospectus Supplement incorporates into the Prospectus the definitive proxy statement on Schedule14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on July11, 2025. A copy of the Proxy Statement is attached to this Prospectus Supplement asAppendixA. Investing in our Common Stock involves a high degree of risk. You should review carefully the risksand uncertainties described under the heading “Risk Factors” beginning on page6 of the Prospectus, andunder similar headings in any amendments or supplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapprovedof these securities or passed upon the adequacy or accuracy of the Prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this Prospectus Supplement is July11, 2025. Riversedge North2529 Virginia Beach BoulevardVirginia Beach, VA 23452July 11, 2025 Dear Fellow Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of WheelerRealEstate Investment Trust, Inc. (the “Company”) to be held on August20, 2025 at 9:30 a.m., Eastern DaylightTime.TheAnnual Meeting will be held as a virtual meeting of stockholders. You will be able to attend theAnnualMeeting,vote and submit questions during the Annual Meeting via a live webcast by visitingwww.virtualshareholdermeeting.com/WHLR2025and entering the control number provided with your proxymaterials. During the Annual Meeting, you will have the opportunity to vote on each item of business discussed in theenclosed Notice of Annual Meeting of Stockholders and Proxy Statement. In addition, you will also have theopportunity to vote before the Annual Meeting atwww.proxyvote.com, or by telephone or mail. The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business tobe transacted at the Annual Meeting. Directors and officers of the Company will be present to answer any questionsthat you and other stockholders may have. Also available online for your review is our 2024 Annual Report onForm10-K, which contains detailed information concerning the activities and operating performance of theCompany. The business to be conducted at the Annual Meeting consists of: •Proposal 1: the election of eight members of the Board of Directors;•Proposal 2: the ratification of the appointment of Cherry Bekaert LLP as the Company’s independentregistered public accounting firm for the fiscal year ending December31, 2025;•Proposal 3: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split ofthe Company’s outstanding Common Stock (as defined below) at an exchange ratio between one-for-two andone-for-100, and at any time from August21, 2025 through August31, 2025, pursuant to an amendment to theCompany’s charter;•Proposal 4: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split ofthe Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and atany time from September1, 2025 through September30, 2025, pursuant to an amendment to the Company’scharter;•Proposal 5: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split ofthe Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and atany time from October1, 2025 through October31, 2025, pursuant to an amendment to the Company’s charter;•Proposal 6: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split ofthe Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and atany time from November1, 2025 through November30, 2025, pursuant to an amendment to the Company’scharter;•Proposal 7: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split ofthe Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and atany time from December1, 2025 through December31, 2025, pursuant to an amendment to the Company’scharter; TABLE OF CONTENTS •Proposal 8: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split ofthe Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and atany time from January1, 2026 through January3