[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. is updating its existing prospectus to reflect a new decision on how it will pay interest on its 7.00% Subordinated Convertible Notes due 2031. The company states that the interest on these notes 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 shares of its Series D Cumulative Convertible Preferred Stock instead of cash. This prospectus supplement attaches the related Current Report on Form 8-K and confirms that investors should read this update together with the original July 22, 2021 prospectus and its prior supplements, and review the risk factors described there.

Insights

Capital structure and credit analyst

Wheeler will satisfy a 2031 note interest payment with Series D preferred stock instead of cash.

The company discloses that interest on its 7.00% Subordinated Convertible Notes due 2031, payable on December 31, 2025, will be paid in shares of Series D Cumulative Convertible Preferred Stock. Holders of record at 5:00 p.m. New York City time on December 1, 2025 will receive this preferred stock as the interest payment. This approach is already contemplated under the existing prospectus framework for issuing Series B and Series D preferred shares as interest on the notes.

Paying interest in preferred shares instead of cash changes the mix of the company’s obligations by adding more convertible preferred equity tied to the notes, rather than distributing cash to noteholders. The supplement does not quantify how many preferred shares will be issued or discuss broader financial effects, so the impact on leverage and future conversion dynamics would need to be evaluated using additional disclosures in other company filings.

Prospectus Supplement No. 23

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. 23 (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 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 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 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

What did Wheeler Real Estate Investment Trust (WHLR) announce about its 7.00% notes?

Wheeler Real Estate Investment Trust, Inc. announced that interest on its 7.00% Subordinated Convertible Notes due 2031, payable on December 31, 2025, will be paid in shares of its Series D Cumulative Convertible Convertible Preferred Stock.

Which security will WHLR use to pay interest on its 7.00% notes due 2031?

The interest will be paid in shares of Series D Cumulative Convertible Preferred Stock of Wheeler Real Estate Investment Trust, Inc.

Who is eligible to receive the Series D preferred stock interest payment from WHLR?

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, will receive the interest payment in Series D preferred stock.

What is the purpose of Wheeler REITs Prospectus Supplement No. 23?

Prospectus Supplement No. 23 updates the July 22, 2021 prospectus to reflect that Wheeler Real Estate Investment Trust, Inc. may issue Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock from time to time as interest on its 7.00% Subordinated Convertible Notes due 2031, and it attaches the related Form 8-K filed on November 20, 2025.

Does the WHLR supplement mention risks related to investing in its securities?

Yes. It states that investing in the companys securities involves a high degree of risk and directs investors to review the Risk Factors section beginning on page 5 of the original prospectus and in any amendments or supplements.

Which Wheeler REIT securities are listed on the Nasdaq Capital Market?

The filing lists WHLRs Common Stock (symbol WHLR), Series B Convertible Preferred Stock (WHLRP), Series D Cumulative Convertible Preferred Stock (WHLRD), and 7.00% Subordinated Convertible Notes due 2031 (WHLRL) as traded on the Nasdaq Capital Market.