WHLR engages CBRE to market 35-property portfolio

Wheeler Real Estate Investment Trust, Inc. engaged CBRE’s National Retail Partners on June 19, 2026 to list and market for sale a portfolio of 35 properties selected from its portfolio of 59 properties, which includes 56 retail shopping centers.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. engaged CBRE’s National Retail Partners on June 19, 2026 to list and market for sale a portfolio of 35 properties selected from its portfolio of 59 properties, which includes 56 retail shopping centers. The engagement is a marketing step only; no timetable has been set and there is no assurance a sale will occur or be approved by the Board.

The prospectus supplement dated June 23, 2026 also notes these securities (Series B, Series D and 7.00% Subordinated Convertible Notes due 2031) and attaches the Form 8-K. The Company will disclose additional details only if and when a specific portfolio sale transaction is agreed or further disclosure is required.

Insights

Real Estate Transaction Analyst

Engagement signals preparatory steps toward a potential portfolio monetization, timing and terms uncertain.

The company engaged CBRE’s National Retail Partners to market 35 properties out of its total 59-property portfolio; this is a marketing engagement, not a sale agreement. The filing explicitly states no timetable and that Board approval and transaction completion are uncertain.

The ultimate impact depends on sale proceeds, which are not disclosed here. Subsequent filings or a definitive agreement would provide transaction value, buyer identity, and any use of proceeds; timing is not provided in the excerpt.

Corporate Finance Counsel

The supplement attaches a Form 8-K and preserves forward-looking disclaimers; disclosure obligations are limited until a definitive deal.

The prospectus supplement dated June 23, 2026 updates the offering materials and includes the Form 8-K describing the CBRE engagement. The Company states it will provide further details only upon entering a specific portfolio sale transaction or if required by law.

Legal and regulatory next steps include Board approval for any transaction and timely disclosure if material terms arise; the filing contains standard forward-looking statements and disclaimers.

Key Figures

Total properties owned: 59 properties Retail shopping centers: 56 retail shopping centers Properties to be marketed: 35 properties +2 more

5 metrics

Total properties owned 59 properties company portfolio

Retail shopping centers 56 retail shopping centers part of the 59-property portfolio

Properties to be marketed 35 properties to be listed with CBRE’s National Retail Partners (engagement date: June 19, 2026)

Subordinated notes 7.00% Subordinated Convertible Notes due 2031 securities referenced in the prospectus supplement

Prospectus supplement date June 23, 2026 date of Prospectus Supplement No. 49

Key Terms

Prospectus Supplement, portfolio sale transaction, 7.00% Subordinated Convertible Notes, forward-looking statements

4 terms

Prospectus Supplement regulatory

"This is Prospectus Supplement No. 49 to our Prospectus, dated July 22, 2021"

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.

portfolio sale transaction financial

"to list and market for sale thirty-five of those fifty-nine properties as a portfolio sale transaction"

7.00% Subordinated Convertible Notes financial

"7.00% Subordinated Convertible Notes due 2031"

forward-looking statements regulatory

"This Current Report on Form 8-K includes forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WHLR disclose about the portfolio sale engagement?

WHLR engaged CBRE’s National Retail Partners to market 35 properties from its portfolio. The filing states the engagement was made on June 19, 2026 and that no timetable or transaction terms have been set.

Does the Form 8-K confirm a sale or transaction closing for WHLR?

No, the Form 8-K does not confirm a sale has occurred. It describes a marketing engagement only and states no assurance a transaction will be approved or consummated.

How many properties does WHLR own and how many are retail centers?

WHLR owns 59 properties in total, which include 56 retail shopping centers. The supplement identifies 35 properties proposed for marketing as a portfolio.

Will WHLR disclose sale proceeds or timing now?

WHLR will not disclose proceeds or timing at this stage. The prospectus supplement states the Company does not intend to provide additional details unless a specific transaction is entered or disclosure is legally required.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/23/2026 - 06:06 AM EDT Learn about SEC filing dates

Prospectus Supplement No. 49

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. 49 (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 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 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 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