Wheeler Real Estate (WHLR) registers 100M shares, hires CBRE to market 35 assets
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated June 23, 2026 to its June 20, 2025 prospectus registering the issuance from time to time of up to 100,043,323 shares of Common Stock. The supplement attaches a Current Report on Form 8-K stating the Company has engaged CBRE’s National Retail Partners to list and market for sale 35 properties from its portfolio of 59 properties.
The filing makes clear no timetable, terms, or approvals have been set, and the Company will provide no further details unless it enters into a specific portfolio sale transaction or disclosure becomes appropriate or required by law. The 8-K includes standard forward-looking statement cautionary language.
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Insights
Company engages CBRE to market 35-property retail portfolio; timing and terms unspecified.
The Company engaged CBRE’s National Retail Partners to list and market for sale 35 properties of its 59-property portfolio, as disclosed in the attached Form 8-K. The filing states explicitly that there is no timetable and that Board approval and transaction completion are uncertain.
Potential outcomes range from no sale to a portfolio transaction; the filing gives no proceeds, pricing, or purchaser information. Subsequent filings would be needed to show transaction terms, Board actions, or material financial impact.
Key Figures
Registered shares: 100,043,323 shares
Properties to market: 35 properties
Total properties owned: 59 properties
3 metrics
Registered shares
100,043,323 shares
Prospectus Supplement dated June 23, 2026
Properties to market
35 properties
Engaged CBRE’s National Retail Partners on June 19, 2026
Total properties owned
59 properties
Portfolio described in Form 8-K (retail shopping centers across multiple states)
Key Terms
Prospectus Supplement, portfolio sale transaction, forward-looking statements
3 terms
Prospectus Supplement regulatory
"This is Prospectus Supplement No. 42 to our Prospectus"
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 market
"to list and market for sale thirty-five of those fifty-nine properties as a portfolio sale transaction"
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.
Offering Details
base_shelf_indeterminate
Offering
Offering Type
base_shelf_indeterminate
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Which properties did WHLR engage CBRE to market for sale?
The Company engaged CBRE to market a portfolio of 35 properties out of its total of 59 properties, comprised primarily of retail shopping centers across multiple U.S. states.
Does the filing set timing or guaranteed outcomes for the portfolio sale?
No. The Form 8-K states there is no timetable, no assurance a transaction will occur, and any sale would require Board approval and further disclosure if consummated.
Will Wheeler disclose transaction terms or proceeds now?
No. The Company says it does not intend to disclose additional details unless it enters into a specific portfolio sale transaction or determines disclosure is required by applicable law.
Who is handling the marketing and sale process for WHLR?
CBRE’s National Retail Partners has been engaged to list and market the specified portfolio; the filing names CBRE as the advisor for the contemplated portfolio sale transaction.
Prospectus Supplement No. 42 | 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. 42 (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 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