Wheeler REIT hires CBRE to market 35 properties

Wheeler Real Estate Investment Trust, Inc. has engaged CBRE’s National Retail Partners to list and market for sale a portfolio of 35 properties out of the 59 properties it owns and operates.

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. has engaged CBRE’s National Retail Partners to list and market for sale a portfolio of 35 properties out of the 59 properties it owns and operates. These include retail shopping centers across multiple states.

The company emphasizes that this is only a contemplated portfolio sale. There is no timetable, no assurance a transaction will occur, be approved by the Board, or be completed, and terms and timing remain unknown. Wheeler plans to provide further details only if it enters into a specific portfolio sale transaction or is otherwise required by law.

Insights

REIT strategy analyst

Wheeler explores a potential sale of a large property slice.

Wheeler Real Estate Investment Trust is exploring strategic options by hiring CBRE’s National Retail Partners to market 35 of its 59 properties as a portfolio. This represents a substantial portion of its shopping-center footprint across several U.S. states.

The engagement itself does not guarantee a sale, Board approval, or specific terms. Any impact on leverage, cash, or dividends will depend on whether a transaction is reached and on pricing and structure, which are not described in this disclosure.

The company notes it may only provide more information once a specific portfolio sale transaction is signed or if required by law, so subsequent filings would be needed to understand valuation, proceeds, and strategic use of any sale-related cash flows.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Total properties owned: 59 properties Retail shopping centers: 56 centers Properties in contemplated portfolio sale: 35 properties

3 metrics

Total properties owned 59 properties Owned and operated by Wheeler at time of disclosure

Retail shopping centers 56 centers Retail shopping centers within the 59 owned properties

Properties in contemplated portfolio sale 35 properties To be listed and marketed by CBRE’s National Retail Partners

Key Terms

portfolio sale transaction, forward-looking statements, Emerging growth company, National Retail Partners

4 terms

portfolio sale transaction financial

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

forward-looking statements regulatory

"Forward-Looking Statements This on 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.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

National Retail Partners financial

"the Company engaged CBRE’s National Retail Partners to list and market for sale"

FAQ

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

What portfolio action did Wheeler Real Estate Investment Trust (WHLR) announce?

Wheeler Real Estate Investment Trust engaged CBRE’s National Retail Partners to market a portfolio sale of 35 properties. These 35 assets are part of its 59 owned properties, mainly retail shopping centers across multiple states, and a transaction is only contemplated at this stage.

How many properties does Wheeler (WHLR) currently own and how many are being marketed?

Wheeler currently owns and operates 59 properties, including 56 retail shopping centers. It has engaged CBRE’s National Retail Partners to list and market 35 of these properties in a potential portfolio sale, leaving the remaining properties outside this contemplated transaction.

Is the Wheeler (WHLR) portfolio sale with CBRE guaranteed to close?

The portfolio sale is not guaranteed. Wheeler states there is no assurance the CBRE engagement will result in a transaction, that any deal would be approved by its Board, or that it would be consummated, and key terms and timing remain uncertain.

Has Wheeler (WHLR) set a timetable for the potential portfolio sale?

Wheeler has not set a timetable for completing the contemplated portfolio sale transaction. The company also indicates it does not plan to disclose further details unless it enters into a specific portfolio sale agreement or disclosure is otherwise required under applicable law.

Will Wheeler (WHLR) provide more details about the CBRE portfolio process?

Wheeler intends to limit further disclosure about the CBRE engagement. It plans to release additional information only if it enters into a specific portfolio sale transaction or determines that more disclosure is appropriate or legally required under securities regulations.

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

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Accepted by SEC EDGAR 06/23/2026 - 06:01 AM EDT Learn about SEC filing dates

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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

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