惠勒房地产投资信托公司美股招股说明书(2025-10-07版)

Wheeler Real Estate Investment Trust, Inc.This is Prospectus Supplement No. 12 (this “Prospectus Supplement ”) to our Prospectus, dated June 20, 2025 (the“Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of up to 100,043,323 sharesof 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 October7, 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 anyamendments or supplements to the Prospectus. 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 October7, 2025. WASHINGTON, D.C. 20549 FORM 8-K Date of report (date of earliest event reported):October 6, 2025 WHEELER REAL ESTATE INVESTMENT TRUST, INC.(Exact name of registrant as specified in its charter) 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 CFR240.14d-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 extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Securities registered pursuant to Section 12(b) of the Act: Item 8.01Other Events Conversion Price of 7.00% Subordinated Convertible Notes due 2031 Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust,Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein byreference. Prior to October 6, 2025, the conversion price for the Company’s 7.00% Subordinated Convertible Notes due 2031 (the“Notes”) was approximately $4.91 per share of the Company’s common stock, par value $0.01 (“Common Stock”) (approximately5.09 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the October redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof intoCommon Stock was approximately $6.52. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governingthe Notes, the conversion price for the Notes was further adjusted to approximately $3.59 per share of Common Stock (approximately6.97 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to$6.52. Results of October 2025 Series D Preferred Stock Redemptions •The 25th monthly “Holder Redemption Date” occurred on October 6, 2025.•The Company processed 10 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 35,031shares of Series D Preferred Stock for a redemption price of approximately $42.07 per share ($25.00 per share plus theamount of all accrued but unpaid dividends to and including the October 6, 2025 Holder Redemption Date) (the“RedemptionPrice”).•The Company settled the aggregate Redemption Price through the issuance of 225,970 shares of its Common Stock.•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of CommonStock for the ten consecutive trading days immediately preceding, but not including, the October 6, 2025 Holder RedemptionDate was approximately $6.52. Cumulative Series D Preferred Stock Redemption Information •To date, the Company has processed 389 redemption requests, collectively redeeming 1,735,056 shares of Series D PreferredStock.•The Company has issued approximately 422,000 shares of its Common Stock in settlement of all such redemption requests inthe aggregate.•A