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Wheeler Real Estate Investment Trust, Inc. agreed on August 19, 2025 to issue an aggregate of 380,000 shares of Common Stock to two unaffiliated holders in exchange for a total of 20,000 shares of Series D Preferred and 20,000 shares of Series B Preferred. Each exchange used a ratio of 19 shares of Common Stock for 1 share of Preferred. The settlements occurred on August 19 and 20, 2025, with no cash proceeds to the Company and the exchanged Preferred shares subsequently retired and cancelled. The issuances were made under the Section 3(a)(9) exemption to the Securities Act as exchanges with existing security holders. The filing also reports that the Company held its 2025 Annual Meeting of Stockholders on August 20, 2025 and that each director nominee was elected; however, the specific voting tallies are not provided in the text supplied.
Magnetar-related entities and an individual report collective beneficial ownership of 118,934 shares (9.8%) of Wheeler Real Estate Investment Trust, Inc. common stock. The statement, filed as Amendment No. 9 to a prior Schedule 13G, explains that the reported share figure reflects the Reporting Persons' interpretation of the Issuer's Charter and Warrant Ownership Limits, which cap beneficial ownership at 9.8% of outstanding common stock. The 118,934-share calculation uses 1,213,620 as the effective share base, which itself incorporates 1,094,686 reported outstanding shares as of June 20, 2025 and assumed hypothetical conversions/exercises of warrants, notes and preferred shares held by the Magnetar Vehicles. The Reporting Persons (Magnetar Financial LLC; Magnetar Capital Partners LP; Supernova Management LLC; and David J. Snyderman) each report 0 sole voting/dispositive power and 118,934 shared voting/dispositive power. The filing attaches a Joint Filing Agreement and a Power of Attorney and affirms securities were acquired in the ordinary course of business.
Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K (Item 3.02) disclosing an unregistered equity exchange completed on 21 Jul 2025.
- The company issued 120,000 shares of common stock (par $0.01) to an unaffiliated investor.
- In return, the investor surrendered 15,000 Series B Convertible Preferred shares and 15,000 Series D Cumulative Convertible Preferred shares.
- The exchange ratio was 8 common shares for each combined 1 Series B + 1 Series D preferred share.
- Settlement occurred on 23 Jul 2025; no cash consideration changed hands.
- The surrendered preferred shares were retired and cancelled.
- The common shares were issued under the Securities Act §3(a)(9) exemption; no commissions or other remuneration were paid.
The filing reports no additional financial metrics, guidance, or operational updates.