Wheeler Real Estate Invt Tr SEC Filings

Wheeler Real Estate Investment Trust, Inc. filed Post-Effective Amendment No. 1 to its Form S-11 on March 5, 2026 to add exhibits pursuant to Rule 462(d). The amendment includes Exhibit 23.1, the consent of Cherry Bekaert LLP, and states the offering may commence "from time to time" after effectiveness.

Wheeler Real Estate Investment Trust, Inc. filed a Post-Effective Amendment No. 1 to its Form S-11 to add exhibits pursuant to Rule 462(d). The amendment states an approximate date of commencement as "From time to time after the effective date of this Registration Statement," and lists Exhibit 23.1, Consent of Cherry Bekaert LLP.

Wheeler Real Estate Investment Trust, Inc. reported 2025 results showing a smaller loss for common shareholders and stronger cash generation, helped by asset sales and capital-structure actions. For the year, the company recorded net income of $14.8 million, but after preferred and noncontrolling interests this translated into a net loss attributable to common shareholders of $3.9 million.

Core cash performance improved. FFO available to common stockholders rose to $13.7 million from $3.2 million, and AFFO increased to $10.3 million from $7.2 million, reflecting higher Same-Property NOI and lower depreciation and operating costs after property sales. Same-Property NOI rose 1.6%, driven by $2.1 million higher property revenue partly offset by higher property expenses.

The portfolio remained highly utilized, with 7.0 million square feet, 94.3% leased and 93.3% occupied, and strong leasing spreads—renewals were up 12.0% and new leases up 33.6% on rent. Total revenue declined 4.9% to $99.4 million as sold properties reduced rental income, while operating expenses fell 2.8% to $70.6 million.

The balance sheet shows $484.7 million of real estate, net, and $482.8 million of debt, with a weighted average interest rate of 5.5% and a weighted average term of about 6.5 years. Management executed extensive capital-structure transactions, using $41.9 million of cash and exchanges to cut aggregate preferred stock liquidation value by $105.8 million across Wheeler and Cedar. Cumulative dividends in arrears on the Series D Preferred Stock totaled $25.6 million as of year-end.

Wheeler Real Estate Investment Trust, Inc. is a REIT focused on grocery-anchored and necessity-based retail centers in the Mid-Atlantic, Southeast and Northeast. As of December 31, 2025, it owned 65 properties totaling 7.0 million leasable square feet, 94.3% leased, plus three undeveloped land parcels.

The portfolio is diversified, with no tenant over about 6% of annualized base rent and the top 10 tenants providing 22.5% of rent. 2025 revenues were $99.4 million and net operating income was $66.4 million; net income rose to $14.8 million from $0.7 million, mainly from property sale gains and derivative fair value changes.

Management continued an active capital program, selling 10 centers and one land parcel, refinancing and paying down multiple loans, and repurchasing $53.4 million of Cedar preferred stock below liquidation value. However, the capital structure remains complex, with $482.8 million of debt and Series D Preferred Stock carrying $25.6 million of cumulative dividends in arrears and $63.2 million total liquidation value, plus ongoing redemptions settled in common stock and numerous reverse stock splits.

Wheeler Real Estate Investment Trust, Inc. filed a Prospectus Supplement registering up to 100,043,323 shares of common stock and attached a Form 8-K dated March 4, 2026.

Separately, the company reported two private equity exchanges: on February 26, 2026 it issued 60,000 shares of common stock in exchange for certain Series B and Series D preferred shares (those preferred shares were retired), and it issued 80,000 shares of Series D preferred stock in exchange for 120,000 shares of Cedar Series C preferred stock that were contributed to and retired by the subsidiary. The company stated no cash proceeds were received in the common-stock exchange and relied on Section 3(a)(9) and Section 4(a)(2) exemptions for the transactions.

Wheeler Real Estate Investment Trust, Inc. agreed on February 26, 2026 to exchange preferred shares for common stock and to issue Series D preferred in a non-public subscription. The company issued a total of 60,000 shares of Common Stock in separate exchanges for 2,000 shares of Series D Preferred Stock and 4,000 shares of Series B Preferred Stock. Each exchange used a 30-for-2 (Series B) and 30-for-1 (Series D) conversion ratio as described. The Company received no cash proceeds and retired the exchanged preferred shares.

The company also issued 80,000 shares of Series D Preferred Stock in consideration for 120,000 shares of 6.50% Series C Preferred Stock of its subsidiary Cedar Realty Trust, Inc.; those subsidiary shares were contributed back and retired. Both transactions relied on exemptions from registration under the Securities Act.

Wheeler Real Estate Investment Trust, Inc. reported private exchange transactions affecting its equity and preferred stock. The company agreed to issue 60,000 shares of common stock to an unaffiliated investor in exchange for 2,000 shares of Series D Cumulative Convertible Preferred Stock and 4,000 shares of Series B Convertible Preferred Stock. These exchanges were cashless, and the preferred shares received were retired and cancelled.

Separately, Wheeler issued 80,000 shares of Series D Preferred Stock to another unaffiliated investor in exchange for 120,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock of subsidiary Cedar Realty Trust, Inc. The Cedar Series C Preferred Stock was then contributed to Cedar and retired. The common stock exchange relied on the Section 3(a)(9) exemption, and the Series D issuance relied on the Section 4(a)(2) exemption from Securities Act registration.

Wheeler Real Estate Investment Trust reports amended beneficial ownership by Magnetar group entities. As of February 28, 2026, each Reporting Person may be deemed to beneficially own 1,055,511 shares of Common Stock, equal to 45% of the Common Stock outstanding under the Investor Excepted Holder Limits.

The filing explains the 1,055,511 share figure is 45% of 2,345,580 shares, a total that incorporates 1,290,069 shares outstanding as of March 2, 2026 and an assumed hypothetical conversion/exercise of Warrants, Notes and Preferred Stock held by the Magnetar Vehicles.

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.