Wheeler Real Estate Invt Tr SEC Filings

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. 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.

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. 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.