Wheeler REIT registers 673,971 shares for resale
Wheeler Real Estate Investment Trust, Inc. files a prospectus supplement registering up to 673,971 shares of common stock issuable upon exercise of warrants by the selling stockholders.
Sentiment and the balance of points
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Form Type
424B3
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. files a prospectus supplement registering up to 673,971 shares of common stock issuable upon exercise of warrants by the selling stockholders. The supplement attaches a Current Report on Form 8-K that discloses the Company engaged CBRE’s National Retail Partners to market 35 properties of its 59-property portfolio for sale.
The engagement was made on June 19, 2026; no timetable, transaction terms, or board approvals have been set, and the Company says there can be no assurance a sale will occur.
Insights
Registration lists 673,971 shares for resale tied to warrant exercises; sale timing and proceeds treatment are specified.
The prospectus supplement registers 673,971 shares of Common Stock "issuable upon exercise of the warrants described therein by the selling stockholders" and attaches a June 23, 2026 Form 8-K. The filing clarifies the registered shares relate to resale by selling holders, not a primary cash raise.
Key dependencies include whether holders exercise warrants and whether any portfolio sale occurs; cash‑flow treatment is stated implicitly (resale by selling holders), and timing is not provided.
Company engaged CBRE to market 35 properties as a portfolio; outcome and timing remain uncertain.
The Form 8-K states the Company owns 59 properties and on June 19, 2026 engaged CBRE’s National Retail Partners to list and market 35 properties for a possible portfolio sale transaction. No timetable or assurance of a transaction is provided.
Potential sale proceeds, board approval, and transaction terms are unspecified; subsequent filings would be required to confirm any material impact on liquidity or capital structure.
Key Figures
Registered shares: 673,971 shares
Total properties owned: 59 properties
Properties marketed: 35 properties
+1 more
4 metrics
Registered shares
673,971 shares
Prospectus Supplement dated <date>June 23, 2026</date>
Total properties owned
59 properties
Company portfolio described in Form 8-K
Properties marketed
35 properties
Engaged CBRE to list and market these properties on <date>June 19, 2026</date>
Prospectus supplement date
June 23, 2026
Date of Prospectus Supplement No. 13
Key Terms
Prospectus Supplement, selling stockholders, portfolio sale transaction, warrants
4 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 13 to our Prospectus dated March 20, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
selling stockholders financial
"issuable upon exercise of the warrants described therein by the selling stockholders"
Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.
portfolio sale transaction financial
"engaged CBRE’s National Retail Partners to list and market for sale thirty-five of those fifty-nine properties as a portfolio sale transaction"
warrants financial
"shares of common stock issuable upon exercise of the warrants described therein"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Offering Details
resale · 673,971 shares
Offering
Offering Type
resale
Securities Offered
common stock
Offering Amount
673,971 shares
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What exactly did WHLR register in this prospectus supplement?
The supplement registers up to 673,971 shares of Common Stock issuable upon exercise of warrants, for resale by the selling stockholders as described in the Prospectus.
What portfolio action did WHLR disclose on the attached Form 8-K?
The Form 8-K states the Company engaged CBRE’s National Retail Partners on June 19, 2026 to list and market 35 of its 59 properties as a potential portfolio sale transaction.
Has WHLR set a timetable or disclosed sale terms for the 35 properties?
No; the filing expressly states no timetable has been set and there is no assurance that the engagement will result in a transaction, board approval, or specific terms.
Will Wheeler provide more details about the potential property sale?
The Company states it does not intend to disclose additional details unless it enters into a specific portfolio sale transaction or determines further disclosure is appropriate or required by law.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
Prospectus Supplement No. 13 | Filed pursuant to Rule 424(b)(3) | |||||||||||||
| (To Prospectus dated March 20, 2026) | Registration No. 333-294263 | |||||||||||||
Wheeler Real Estate Investment Trust, Inc.
This is Prospectus Supplement No. 13 (this “Prospectus Supplement”) to our Prospectus, dated March 20, 2026 (the “Prospectus”), relating to the offer and sale of up to 673,971 shares of common stock, par value $0.01 per shares (“Common Stock”), of Wheeler Real Estate Investment Trust, Inc. issuable upon exercise of the warrants described therein by the selling stockholders identified in the Prospectus. 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 June 23, 2026. 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 June 23, 2026.
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): June 19, 2026
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
Engagement of CBRE’s National Retail Partners for a Portfolio Sale Transaction
Wheeler Real Estate Investment Trust, Inc. (the “Company”) owns and operates fifty-nine properties, including fifty-six retail shopping centers in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Connecticut, Kentucky, Tennessee, Massachusetts, Alabama, Maryland and West Virginia.
On June 19, 2026, the Company engaged CBRE’s National Retail Partners to list and market for sale thirty-five of those fifty-nine properties as a portfolio sale transaction.
No timetable has been set for completion of this contemplated portfolio sale transaction and there can be no assurance that the engagement of CBRE’s National Retail Partners will result in a transaction, that a transaction would be approved by the Board of the Company or consummated, or as to the terms or timing of a transaction.
The Company does not intend to disclose additional details unless and until it has entered into a specific portfolio sale transaction or it determines that further disclosure is appropriate or required by applicable law.
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 “assurance”, “will”, “would” and “intend”, 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/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: June 23, 2026