172,075 shares issued as Magnetar exercises warrants at Wheeler (NASDAQ: WHLR)
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement updating its Prospectus about issuing Series B and Series D convertible preferred stock as interest on its 7.00% Subordinated Convertible Notes due 2031. The supplement attaches an 8-K reporting the March 24, 2026 exercise in full of amended warrants held by Magnetar affiliates.
The A&R Warrants were exercisable for an aggregate amount equal to 12% of Common Stock outstanding on exercise at $0.01 per share and were exercised in whole on March 24, 2026, resulting in issuance of 172,075 shares (listed by holder). The shares are registered under Form S-11 (File No. 333-294263), declared effective March 20, 2026. Following issuance, there are no outstanding warrants in the company capital table.
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Insights
Warrant amendments converted to stock; registration completed under S-11.
The filing documents an in‑kind conversion of amended warrants into 172,075 shares representing 12% of outstanding common stock at exercise; the issued shares were registered under a Form S-11 declared effective on March 20, 2026.
Cash‑flow treatment for the company is minimal because the exercise price was $0.01 per share; the capital table now shows no outstanding warrants and any future dilution depends on new issuances or convertible instruments disclosed in subsequent filings.
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FAQ
What happened when WHLR's Magnetar warrants were exercised?
The warrants were exercised in full for 172,075 shares on March 24, 2026. The A&R Warrants converted at $0.01 per share, representing 12% of common stock outstanding at exercise; the shares were registered under Form S-11 effective March 20, 2026.
Are there any outstanding warrants for WHLR after this filing?
No; following the March 24, 2026 exercises, the company states there are no outstanding warrants in its capital table. The A&R Warrants expired on March 27, 2026 and were exercised in full prior to expiration.
What was the exercise price for the WHLR A&R Warrants?
The exercise price was $0.01 per share. The A&R Warrants converted into shares equal to 12% of Common Stock outstanding on the exercise date, with issuances allocated to specified Magnetar affiliates.
Prospectus Supplement No. 37 | 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. 37 (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 March 26, 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 March 26, 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): March 24, 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
As previously disclosed, on February 19, 2026, common stock purchase warrants previously issued by Wheeler Real Estate Investment Trust, Inc. (the “Company”) to certain affiliates of Magnetar Financial LLC (together, the “Investors”) were amended and restated (as so amended, the “A&R Warrants”).
The A&R Warrants are exercisable, in whole or in part (and at any time), for an aggregate number of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise) at an exercise price of $0.01 per share.
The A&R Warrants expire on March 27, 2026.
The A&R Warrants were exercised in whole on March 24, 2026. Accordingly, the Company issued the Investors the number of shares of Common Stock opposite their names in the table below:
| Investor | Percentage | Numbers of Shares of Common Stock Issued | ||||||
| Magnetar Structured Credit Fund LP | 3.356 | % | 48,124 | |||||
| Magnetar Longhorn Fund LP | 0.523 | % | 7,499 | |||||
| Magnetar Lake Credit Fund LLC | 3.610 | % | 51,766 | |||||
| Purpose Alternative Credit Fund - F LLC | 3.382 | % | 48,497 | |||||
| Purpose Alternative Credit Fund - T LLC | 1.129 | % | 16,189 | |||||
| Total | 12.000 | % | 172,075 | |||||
The shares of Common Stock issued to the Investors are registered shares pursuant to the Company’s registration statement on Form S-11 (File No. 333-294263), which was declared effective on March 20, 2026.
As a result of these exercises, there are no outstanding warrants in the Company’s capital table.
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: March 26, 2026