惠勒房地产投资信托有限公司美股招股说明书(2025-07-25版)

of our 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 July25, 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 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 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) Securities 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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to The transaction involved the issuance of eight shares of Common Stock in exchange for one share of Series B Preferred Stockand one share of Series D Preferred Stock. The settlement of the transaction occurred on July 23, 2025. The Company did not receive any cash proceeds in the transaction,and the shares of the Preferred Stock exchanged havebeen retired and cancelled.The Company issued the Common Stock to the Investor in reliance upon the exemption from the registration requirements of This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common