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Wheeler Real Estate Investment Trust, Inc. entered into private exchange transactions with unaffiliated investors involving its subsidiary Cedar Realty Trust, Inc.
On March 16, 2026, Wheeler issued 80,000 shares of its Series D Preferred Stock in exchange for 120,000 shares of Cedar’s 6.50% Series C Cumulative Redeemable Preferred Stock. On April 1, 2026, it issued 66,666 additional Series D Preferred shares for 90,000 Cedar Series C Preferred shares and 10,000 Cedar 7.25% Series B Cumulative Redeemable Preferred shares.
Immediately after each closing, Wheeler contributed the acquired Cedar Series C and Series B Preferred Stock back to Cedar, and those Cedar preferred shares were retired. The Series D Preferred Stock was issued in a private placement relying on the exemption in Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.
Magnetar-affiliated entities reported open-market sales of Wheeler Real Estate Investment Trust, Inc. common stock totaling 18,166 shares. The sales occurred on March 27, 30 and 31, 2026 at weighted average prices of about $1.04, $0.97 and $0.93 per share, respectively.
After the final transaction, 145,069 shares of common stock were reported as indirectly owned. The securities are held across various Magnetar investment vehicles managed by Magnetar Financial LLC, and Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman each disclaim beneficial ownership except to the extent of any pecuniary interest.
Wheeler Real Estate Investment Trust insiders linked to Magnetar reported an option exercise and a small share sale. Entities managed by Magnetar Financial LLC exercised Common Stock Purchase Warrants to acquire 172,075 shares of common stock at a conversion price of $0.01 per share, fully exhausting the warrants. They then sold 8,840 common shares in open-market transactions at a weighted average price of $1.0964 per share, leaving 163,235 common shares indirectly owned. Footnotes explain the structure of the Magnetar investment vehicles and note that David J. Snyderman disclaims beneficial ownership except to the extent of his pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. registered up to 673,971 shares of Common Stock pursuant to a Prospectus Supplement No. 1 to the March 20, 2026 prospectus.
The supplement attaches a Current Report on Form 8-K reporting that amended and restated warrants were exercised in whole on March 24, 2026, resulting in issuance of 172,075 shares of Common Stock to Magnetar-related investors (listed by name and share counts). The registration statement on Form S-11 (File No. 333-294263) was declared effective on March 20, 2026. The A&R Warrants expired on March 27, 2026, and the company states there are no outstanding warrants in its capital table following these exercises.
Wheeler Real Estate Investment Trust, Inc. supplements its Prospectus to register up to 100,043,323 shares of Common Stock March 26, 2026. The supplement attaches a Form 8-K disclosing that amended warrants held by Magnetar affiliates were exercised in full on March 24, 2026, resulting in issuance of 172,075 shares to the listed investors.
The shares issued on exercise were registered under the registrant’s Form S-11 (File No. 333-294263), declared effective on March 20, 2026
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.
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.
Wheeler Real Estate Investment Trust insider affiliates reported open-market sales of Series B Convertible Preferred Stock. On March 18, 2026, Stilwell Activist Investments, L.P. sold 13,470 Series B shares at $6.9593 per share and Stilwell Value Partners VII, L.P. sold 12,530 Series B shares at $6.9593 per share.
After these sales, Stilwell Activist Investments, L.P. reported 547,518 Series B shares and Stilwell Value Partners VII, L.P. reported 104,460 Series B shares held indirectly. The group also reported significant indirect holdings of 7.00% Subordinated Convertible Notes due 2031, which are convertible into Wheeler common stock at a conversion price of $1.036670 per share (24.115672 common shares for each $25 principal amount).
The filing notes these securities are held by various Stilwell limited partnerships, with Joseph Stilwell reporting indirect ownership through Stilwell Value LLC and disclaiming beneficial ownership except to the extent of his pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. is registering 673,971 shares of Common Stock for resale by selling stockholders; these shares represent Warrant Shares issuable upon exercise of amended warrants.
The A&R Warrants permit exercise at $0.01 per share for an aggregate number equal to 12% of Common Stock outstanding on any exercise date (the Current Share Entitlement was 172,077 shares on March 11, 2026). The company will not receive proceeds from resale; the offering aggregates the Current Share Entitlement plus an additional estimate of up to 501,894 shares to cover potential issuance mechanics. As of the close on March 19, 2026, there were 1,433,983 shares outstanding and the last reported sale price was $1.17 per share.