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. updated investors on the conversion mechanics of its 7.00% Subordinated Convertible Notes due 2031 and recent Series D preferred stock redemptions. Following February conversions of Series D shares into common stock at about $4.72 per share, the notes’ conversion price reset to approximately $2.60 per share, or about 9.62 common shares for each $25.00 of note principal.
On February 5, 2026, holders redeemed 10,700 Series D shares at an approximate Redemption Price of $42.35 per share, which the company settled by issuing 95,904 common shares. Cumulatively, 1,770,581 Series D shares have been redeemed across 400 requests, with about 249,000 common shares issued in total. As of February 6, 2026, Wheeler had 790,739 common shares and 1,577,898 Series D preferred shares outstanding, and the next monthly redemption cycle runs through a February 25, 2026 deadline with a March 5, 2026 Holder Redemption Date.
Wheeler Real Estate Investment Trust’s Series D Cumulative Preferred Stock has a large holder group led by Howard Amster. Mr. Amster beneficially owns 371,449 shares, or 23.5% of this preferred class, based on 1,577,848 shares outstanding as of January 6, 2026.
This total includes shares held directly and through Amster Limited Partnership, the Howard Amster Foundation, and certain 2019 charitable remainder unitrusts where he has voting and dispositive power. Recent activity consists of non-cash private transfers, including tens of thousands of shares moved to the Howard Amster Foundation and the Jewish Federation of Cleveland.