惠勒房地产投资信托有限公司美股招股说明书(2025-11-25版)

Wheeler Real Estate Investment Trust, Inc. This is Prospectus Supplement No. 17 (this “Prospectus Supplement”) to our Prospectus, dated June 20, 2025 (the of 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 November25, 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 November25, 2025. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ☐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 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is Item 5.03. Amendments to Articles of Incorporation or Bylaws;Change in Fiscal Year. Charter Amendments for One-for-Two Reverse Stock Split On November 25, 2025, in connection with a one-for-two reverse stock split (the “Reverse Stock Split”) of the Common Stock of theCompany, to be effective on November 28, 2025, the Company filed two Articles of Amendment to its charter with the State i.a one-for-two Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the“Effective Time”) onNovember 28, 2025 (the “First Amendment”);andii.the par value of the Common Stock to be decreased from $0.02 per share (as a result of the one-for-two Reverse Stock Split) Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather,stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will The foregoing descriptions of the amendments to the Company’s charter do not purport to be complete and are qualified intheir entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Effect of Reverse Stock Split on Common Stock At the market open on December 1, 2025 (the first business day after the Effective Time), the Common Stock will begintrading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025788). The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time. It thereforewill not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except forde minimischangesresulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other As of November 25, 2025, the Company had 1,380,640 shares of Common Stock outstanding and anticipates havingapproximately 690,320 shares of Common Stock outstanding post-Reverse Stock Split. The Company’s trading symbol will remain unchanged, but the CUSIP number for the Company’s registered Common Stockwill be changed to 963025788. 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. Effect of Reverse Stock Split on 7.00% Subordinated Convertible Notes Due 2031 As a result of the Reverse Stock Split, pursuant to and in accordance with Section 14.05(c) of that certain indenture, dated asof August 13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, pertaining to the Company’s 7.00%subordinated convertible notes due 2031 (the “Notes”), the conversion rate of the Notes will be proportionately reduced fro