惠勒房地产投资信托有限公司美股招股说明书(2025-11-20版)

”) 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 the We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on November20, 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 November20, 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 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 Securities registered pursuant to Section 12(b) of the Act: Item 8.01Other Events On November 20, 2025, the Company determined that interest on its 7.00% Subordinated Convertible Notes due 2031 (the“Notes”) payable on December 31, 2025 to holders of record of the Notes at the close of business at 5:00 p.m., New York City time, on SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned hereunto duly authorized. Name: Crystal PlumTitle: Chief Financial Officer