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

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. filed a prospectus supplement covering the potential issuance from time to time of up to 100,043,323 shares of its common stock. This supplement also includes a current report noting that interest on the company’s 7.00% Subordinated Convertible Notes due 2031, payable on December 31, 2025 to holders of record as of 5:00 p.m. New York City time on December 1, 2025, will be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock rather than in cash.

Insights

Capital structure analyst

WHLR adds large common stock shelf and elects to pay note interest in preferred shares.

Wheeler Real Estate Investment Trust now has a prospectus supplement covering issuance of up to 100,043,323 shares of common stock. This gives the company flexibility to issue equity over time under the existing registration statement but does not itself trigger an immediate sale.

The attached report states that interest on the 7.00% Subordinated Convertible Notes due 2031, payable on December 31, 2025, will be settled in Series D Cumulative Convertible Preferred Stock for holders of record on December 1, 2025. This means noteholders receive preferred shares instead of a cash interest payment for that period.

Future disclosures in company filings may provide additional detail on any subsequent issuances under the 100,043,323-share capacity or on whether further interest periods for these notes will also be paid in preferred stock.

Prospectus Supplement No. 16

Filed pursuant to Rule 424(b)(3)

(To Prospectus dated June 20, 2025)

Registration No. 333-287930

Wheeler Real Estate Investment Trust, Inc.

This is Prospectus Supplement No. 16 (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 shares of our common stock, par value $0.01 (“Common Stock”). 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 November 20, 2025. The attached information 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 uncertainties described under the heading “Risk Factors” beginning on page 6 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 November 20, 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): November 20, 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

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 December 1, 2025, shall be in the form of the Company’s Series D Cumulative Convertible Preferred Stock.

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: November 20, 2025

FAQ

How many shares can Wheeler Real Estate Investment Trust (WHLR) issue under this prospectus supplement?

The prospectus supplement covers the potential issuance from time to time of up to 100,043,323 shares of WHLR common stock, par value $0.01 per share.

What key update is included from WHLRs Form 8-K in this prospectus supplement?

The supplement attaches a Form 8-K stating that interest on WHLRs 7.00% Subordinated Convertible Notes due 2031 payable on December 31, 2025 will be paid in Series D Cumulative Convertible Preferred Stock.

How will WHLR pay the December 31, 2025 interest on its 7.00% Subordinated Convertible Notes due 2031?

WHLR determined that the interest payable on December 31, 2025 on these notes will be in the form of the companys Series D Cumulative Convertible Preferred Stock.

Who is entitled to receive the Series D Preferred Stock interest payment on WHLRs notes?

Holders of the 7.00% Subordinated Convertible Notes due 2031 who are of record at the close of business at 5:00 p.m. New York City time on December 1, 2025 are entitled to the interest payment in Series D Preferred Stock.

Which WHLR securities are listed on the Nasdaq Capital Market?

WHLR has its Common Stock (WHLR), Series B Convertible Preferred Stock (WHLRP), Series D Cumulative Convertible Preferred Stock (WHLRD), and 7.00% Subordinated Convertible Notes due 2031 (WHLRL) listed on the Nasdaq Capital Market.

Does this WHLR prospectus supplement change the risk profile of investing in its common stock?

The supplement reiterates that investing in WHLR common stock involves a high degree of risk and refers readers to the Risk Factors section beginning on page 6 of the base prospectus and any amendments or supplements.