Wheeler REIT (NASDAQ: WHLR) warrants fully exercised, 172,075 new shares

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. reported that common stock purchase warrants held by Magnetar-affiliated investors were fully exercised on March 24, 2026. The amended and restated warrants entitled the holders to acquire shares equal to 12% of the common stock outstanding at an exercise price of $0.01 per share.

Upon full exercise, the company issued a total of 172,075 shares of common stock, including 51,766 shares to Magnetar Lake Credit Fund LLC and 48,497 shares to Purpose Alternative Credit Fund - F LLC. The issued shares are registered under a Form S-11 registration statement that was declared effective on March 20, 2026, and there are now no warrants outstanding in the company’s capital structure.

Insights

Equity capital structure analyst

Warrant exercise adds 12% more shares, removing future overhang.

The full exercise of the amended Magnetar warrants results in the issuance of 172,075 registered common shares at an exercise price of $0.01 per share. The warrant terms provided for issuance equal to 12% of common stock outstanding on the exercise date.

This represents a notable increase in the common share count in a single step, which can dilute existing holders’ ownership percentages. However, the warrants were already part of the capital structure, so the main change is moving from a derivative claim into issued equity.

The filing also states that there are now no warrants outstanding in the company’s capital table, which removes a source of future potential dilution from these instruments. Future reports may provide updated per-share metrics reflecting the higher number of common shares in circulation.

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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): 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

FAQ

What did Wheeler Real Estate Investment Trust (WHLR) announce in this 8-K?

Wheeler Real Estate Investment Trust announced that amended and restated common stock purchase warrants held by Magnetar-affiliated investors were fully exercised on March 24, 2026, resulting in the issuance of 172,075 registered common shares at an exercise price of $0.01 per share.

How many Wheeler (WHLR) shares were issued from the Magnetar warrant exercise?

The company issued a total of 172,075 shares of common stock upon full exercise of the amended Magnetar warrants. These shares were allocated among five Magnetar-related investment vehicles, with the largest individual allocation being 51,766 shares to Magnetar Lake Credit Fund LLC.

What percentage of Wheeler (WHLR) common stock did the exercised warrants represent?

The amended and restated warrants were exercisable for a number of shares equal to 12% of Wheeler’s common stock outstanding on the exercise date. This 12% block was issued as 172,075 new shares, creating a meaningful increase in the company’s total common equity base.

At what price were the Wheeler (WHLR) warrants exercised and are the shares registered?

The amended Magnetar warrants were exercisable at an exercise price of $0.01 per share of Wheeler common stock. The resulting 172,075 shares issued to the Magnetar-affiliated investors are registered under Wheeler’s Form S-11 registration statement declared effective on March 20, 2026.

Does Wheeler (WHLR) have any warrants outstanding after this transaction?

Following the full exercise of the amended and restated Magnetar warrants, Wheeler stated that there are no outstanding warrants in its capital table. This means the derivative claim from these instruments has been fully converted into issued common shares held by the Magnetar-related investors.

Which investors received shares from Wheeler’s (WHLR) warrant exercise?

Shares were issued to several Magnetar-related entities, including Magnetar Structured Credit Fund LP, Magnetar Longhorn Fund LP, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - F LLC, and Purpose Alternative Credit Fund - T LLC, with allocations ranging from 7,499 to 51,766 shares each.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB