[424B3] Wheeler Real Estate Investment Trust, Inc Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

On July 8 2025, Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 9, attaching a Current Report under Item 8.01 to update investors on Series D Preferred Stock redemptions and the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”).

Conversion terms: The conversion price of the Notes remains unchanged at approximately $2.82 per common share, representing about 8.87 shares of common stock for each $25 principal amount.

July 2025 redemptions: On the 22nd monthly Holder Redemption Date (July 7 2025) the Company processed 7 redemption requests, redeeming 11,490 Series D Preferred shares at roughly $41.15 per share and issuing 65,898 registered common shares to settle the $25 face value plus accrued dividends. The 10-day VWAP before the redemption date was approximately $7.17.

Cumulative progress:

• 358 redemption requests completed to date
• 1,652,493 Series D Preferred shares redeemed in aggregate
• About 301,500 common shares issued to settle all redemptions
• Outstanding as of July 7 2025: 1,160,584 common shares and 1,836,032 Series D Preferred shares

Upcoming timeline: The next redemption request deadline is July 25 2025, with the August Holder Redemption Date on August 5 2025. WHLR will continue to use registered common shares following the June 20 2025 effectiveness of its Form S-11 covering up to 100,043,323 shares.

Investors should review the risk factors in the base prospectus before making any investment decision.

Positive

• No adjustment to the $2.82 conversion price of 7% Subordinated Convertible Notes, avoiding immediate dilution from noteholders.
• Company has redeemed 1.65 million Series D Preferred shares, reducing higher-cost preferred obligations.
• Form S-11 covering 100 million common shares is effective, ensuring share availability to meet future redemptions.

Negative

• Issuance of 65,898 common shares in July and 301,500 cumulatively increases dilution to existing shareholders.
• Still 1.84 million Series D Preferred shares outstanding, indicating significant future redemption needs.
• Registration capacity for 100 million shares highlights potential for substantial further dilution.

Insights

Financial Analyst

TL;DR: Stable $2.82 note conversion; preferred redemptions advance, but common share dilution persists.

The unaltered conversion price prevents additional dilution from the Notes, a modest positive for existing equity holders. Meanwhile, July’s 11,490-share Series D redemption continues the company’s program to retire high-cost preferred equity, lifting cumulative redemptions to 1.65 million shares. Settlement through 65,898 registered common shares—301,500 shares issued so far—adds incremental dilution. With only 1.16 million common shares outstanding, each monthly redemption materially increases the float. The recently effective Form S-11 for up to 100 million shares ensures liquidity for future settlements but also signals significant dilution capacity. Overall, the update is balanced: liability management progress offset by equity dilution risk.

REIT Specialist

TL;DR: Redemption program trims preferred stack, yet 1.84 million preferred shares remain—dilution overhang continues.

From a REIT capital-structure perspective, exchanging preferred for common lowers the fixed dividend burden and simplifies the equity stack. However, the remaining 1.84 million Series D shares imply many future redemptions. Given the small common share base, each settlement disproportionately expands equity, potentially pressuring per-share metrics. Investors should track the pace of redemptions versus secondary-market absorption of new shares.

Prospectus Supplement No. 9

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated July 22, 2021)

Registration No. 333-256699

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 9 (this “Prospectus Supplement”) to our Prospectus, dated July 22, 2021 (the “Prospectus”), relating to the issuance from time to time by Wheeler Real Estate Investment Trust, Inc. of our Series B Convertible Preferred Stock and our Series D Cumulative Convertible Preferred Stock as interest payment on our 7.00% Subordinated Convertible Notes due 2031. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.

We have attached to this Prospectus Supplement our Current Report on Form 8-K filed on July 8, 2025. The attached information updates and supplements, and should be read together with, the Prospectus, as supplemented from time to time.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is July 8, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

  CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): July 7, 2025

 WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)  

Maryland

001-35713

45-2681082

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

2529 Virginia Beach Blvd. Virginia Beach, VA						23452
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the 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 extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock

WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock

WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031

WHLRL

Nasdaq Capital Market

Item 8.01 Other Events

Conversion Price of 7.00% Subordinated Convertible Notes due 2031 - No Adjustment

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 by reference.

Pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was not adjusted following the July redemptions, and remains unchanged at approximately $2.82 per share of Common Stock (approximately 8.87 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).

Results of July 2025 Series D Preferred Stock Redemptions

•The 22nd monthly “Holder Redemption Date” occurred on July 7, 2025.

•The Company processed 7 redemption requests from holders of its Series D Preferred Stock, collectively redeeming 11,490 shares of Series D Preferred Stock for a redemption price of approximately $41.15 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the July 7, 2025 Holder Redemption Date) (the “Redemption Price”).

•The Company settled the aggregate Redemption Price through the issuance of 65,898 shares of its Common Stock.

•The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the July 7, 2025 Holder Redemption Date was approximately $7.17.

Cumulative Series D Preferred Stock Redemption Information

•To date, the Company has processed 358 redemption requests, collectively redeeming 1,652,493 shares of Series D Preferred Stock.

•The Company has issued approximately 301,500 shares of its Common Stock in settlement of all such redemption requests in the aggregate.

•As of July 7, 2025, the Company had 1,160,584 shares of Common Stock and 1,836,032 shares of Series D Preferred Stock outstanding.

August 2025 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is July 25, 2025.

•The next monthly Holder Redemption Date will occur on August 5, 2025 (the "July Redemption Date").

•On June 20, 2025, the Company’s registration statement for up to 100,043,323 shares of its Common Stock on Form S-11 (File No. 333-287930) was declared effective.

•Accordingly, the Company issued registered Common Stock to settle the July redemptions, and will settle all redemption requests properly made for the August Redemption Date with registered Common Stock.

•Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

Forward-Looking Statements.

This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," "possible," "likely," "plans," and “expects”, or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.
By:						/s/ Crystal Plum
						Name: Crystal Plum
						Title: Chief Financial Officer

Dated: July 8, 2025

FAQ

What is the current conversion price of WHLR’s 7% Subordinated Convertible Notes?

The conversion price remains approximately $2.82 per common share (about 8.87 shares per $25 principal).

How many Series D Preferred shares did WHLR redeem on the July 7 2025 Holder Redemption Date?

WHLR redeemed 11,490 Series D Preferred shares and issued 65,898 common shares as consideration.

What are the cumulative Series D Preferred redemptions to date?

To date, the Company has processed 358 requests, redeeming 1,652,493 Series D Preferred shares and issuing about 301,500 common shares.

How many WHLR shares are currently outstanding?

As of July 7 2025, WHLR had 1,160,584 common shares and 1,836,032 Series D Preferred shares outstanding.

When is the next redemption deadline for Series D Preferred holders?

Redemption forms must be submitted by July 25 2025 for settlement on the August 5 2025 Holder Redemption Date.

How will future redemptions be settled after the Form S-11 effectiveness?

WHLR will issue registered common stock under its Form S-11 (effective June 20 2025) to satisfy future redemption requests.