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Wheeler Real Estate Investment Trust, Inc. and Magnetar affiliates filed an initial ownership report detailing complex derivative positions tied to the company’s common stock. The filing shows indirect holdings across warrants, 7.00% senior subordinated convertible notes due 2031, and Series B and Series D convertible preferred stock.
The notes currently reflect $4,770,575 aggregate principal amount held by Magnetar vehicles, with a conversion price of approximately $2.60 per share of common stock, subject to strict Investor Excepted Holder Limits that cap overall and common stock ownership percentages. Warrants are exercisable until March 12, 2026 for 12% of common shares outstanding at exercise, also subject to these limits.
Due to extremely high current conversion prices and rounding terms, the Magnetar vehicles’ 107,642 Series D preferred shares and 218,512 Series B preferred shares are not presently convertible into whole common shares. David J. Snyderman disclaims beneficial ownership except for any pecuniary interest in these instruments and the common shares issuable upon their exercise or conversion.
Wheeler Real Estate Investment Trust, Inc. requested withdrawal of a Registration Statement covering 1,558,134 shares of common stock issuable upon exercise of warrants. The Company states no securities were sold under the Registration Statement and cites reverse stock splits after effectiveness that reduced the covered shares to less than one whole share. The filing requests that fees paid be credited for future use under Rule 457(p).
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement dated February 20, 2026 registering up to 100,043,323 shares of Common Stock for issuance from time to time under its Prospectus.
The supplement attaches a Form 8-K reporting that on February 19, 2026 the company amended certain Common Stock Purchase Warrants to permit exercise for an aggregate number of shares equal to 12% of Common Stock outstanding on the date of exercise at an exercise price of $0.01 per share, with expiration on March 12, 2026. The company agreed to file a Registration Statement on Form S-11 within 45 days to register resale of shares underlying those warrants.
The Board approved Excepted Holder limits for the warrant holders: an aggregate Capital Stock Excepted Holder Limit of 19% and a Common Stock Excepted Holder Limit of 45%. Separately, CFO and Secretary Crystal Plum notified the company of her resignation effective March 13, 2026.
Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement and attached a Form 8-K describing securities actions tied to its 7.00% Subordinated Convertible Notes due 2031, including issuance from time to time of Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock as interest payments.
The company amended certain March 12, 2021 warrants into Amended and Restated Common Stock Purchase Warrants exercisable for an aggregate number of shares equal to 12% of Common Stock outstanding on exercise at an exercise price of $0.01 per share, expiring March 12, 2026. The company agreed to file a Form S-11 to register resale of the underlying shares within 45 days of the registration rights agreement. The Board approved Excepted Holder Limits of 19% (capital stock) and 45% (common stock) for the Investors, and a Participation Rights arrangement allowing up to 12% participation in certain covered financings. The company also disclosed the CFO and Secretary will resign effective March 13, 2026.
Wheeler Real Estate Investment Trust, Inc. entered into several agreements with affiliates of Magnetar Financial LLC and established leadership changes. The company amended and restated existing common stock purchase warrants so they are now exercisable at an exercise price of $0.01 per share for an aggregate number of shares equal to 12% of common stock outstanding at the time of exercise, with a final expiration date of March 12, 2026. It also signed an amended and restated registration rights agreement to register the resale of shares underlying these warrants on a Form S-11 within 45 days. The board approved an Excepted Holder Agreement raising the Investors’ aggregate capital stock ownership limit to 19% and common stock ownership limit to 45%, and granted participation rights for the Investors to take up to 12% of certain future borrowings or securities while they own at least 5% of the common stock. Separately, Chief Financial Officer and Secretary Crystal Plum resigned, with her last day on March 13, 2026; the company states her resignation was not due to any disagreement and has begun a search for a new CFO.
Wheeler Real Estate Investment Trust, Inc. received an amended Schedule 13G/A from a Magnetar-affiliated group. As of December 31, 2025, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman together may be deemed to beneficially own 205,951 shares of common stock.
This position represents 9.8% of Wheeler’s common stock, calculated under the company’s charter “Ownership Limits” that cap any holder at 9.8% of outstanding common or total capital stock unless waived by the board. The figure includes shares issuable upon potential exercise or conversion of warrants, 7.00% subordinated convertible notes due 2031, Series D preferred stock and Series B preferred stock held by Magnetar-related vehicles, all subject to those limits.
The reporting persons have shared voting and dispositive power over the 205,951 shares and no sole voting or dispositive authority. They state the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Wheeler.
Wheeler Real Estate Investment Trust, Inc. updates its prospectus covering the potential issuance from time to time of up to 100,043,323 shares of common stock. The attached Form 8-K describes a February 6, 2026 exchange in which the company issued 439,300 common shares to two investors in return for 19,100 Series D preferred shares and 38,200 Series B preferred shares. The preferred shares received were retired and cancelled, and the exchange generated no cash proceeds, functioning as a non-cash adjustment to the capital structure.
Wheeler Real Estate Investment Trust, Inc. reports a private exchange of preferred stock into common stock. On February 6, 2026, the company issued 439,300 shares of common stock to two unaffiliated investors in exchange for 19,100 Series D and 38,200 Series B preferred shares. Each exchange involved issuing twenty-three common shares for two Series B and one Series D preferred share. The company received no cash in these transactions, and all exchanged preferred shares were retired and cancelled, modestly reshaping the mix of its outstanding securities.
Wheeler Real Estate Investment Trust, Inc. disclosed that it exchanged preferred stock for common shares in a non-cash transaction. On February 6, 2026, the company issued 439,300 shares of common stock to two unaffiliated investors in return for an aggregate 19,100 Series D and 38,200 Series B preferred shares.
Each exchange used a fixed formula of 23 common shares for every 2 Series B and 1 Series D preferred share. The preferred shares received in the exchange were retired and cancelled, reducing those preferred classes outstanding while increasing common shares, with no cash proceeds involved.
Wheeler Real Estate Investment Trust, Inc. supplements its prospectus covering the issuance from time to time of up to 100,043,323 shares of common stock. The supplement attaches a new report describing February 2026 activity in its Series D Preferred Stock redemptions and the related conversion terms of its 7.00% Subordinated Convertible Notes due 2031.
For February redemptions, 10,700 Series D Preferred shares were redeemed at approximately $42.35 per share and settled through 95,904 common shares, based on a volume‑weighted average common share price of about $4.72. Under the note indenture, that price triggered an adjustment of the note conversion price to approximately $2.60 per common share, or about 9.62 common shares for each $25.00 in principal amount. Cumulatively, 1,770,581 Series D Preferred shares have been redeemed and about 249,000 common shares issued, with 790,739 common shares and 1,577,898 Series D Preferred shares outstanding as of February 6, 2026.