Wheeler Real Est SEC Filings

Wheeler Real Estate Investment Trust insiders linked to Magnetar reported an option exercise and a small share sale. Entities managed by Magnetar Financial LLC exercised Common Stock Purchase Warrants to acquire 172,075 shares of common stock at a conversion price of $0.01 per share, fully exhausting the warrants. They then sold 8,840 common shares in open-market transactions at a weighted average price of $1.0964 per share, leaving 163,235 common shares indirectly owned. Footnotes explain the structure of the Magnetar investment vehicles and note that David J. Snyderman disclaims beneficial ownership except to the extent of his pecuniary interest.

Wheeler Real Estate Investment Trust, Inc. reported that common stock purchase warrants held by Magnetar-affiliated investors were fully exercised on March 24, 2026. The amended and restated warrants entitled the holders to acquire shares equal to 12% of the common stock outstanding at an exercise price of $0.01 per share.

Upon full exercise, the company issued a total of 172,075 shares of common stock, including 51,766 shares to Magnetar Lake Credit Fund LLC and 48,497 shares to Purpose Alternative Credit Fund - F LLC. The issued shares are registered under a Form S-11 registration statement that was declared effective on March 20, 2026, and there are now no warrants outstanding in the company’s capital structure.

Wheeler Real Estate Investment Trust insider affiliates reported open-market sales of Series B Convertible Preferred Stock. On March 18, 2026, Stilwell Activist Investments, L.P. sold 13,470 Series B shares at $6.9593 per share and Stilwell Value Partners VII, L.P. sold 12,530 Series B shares at $6.9593 per share.

After these sales, Stilwell Activist Investments, L.P. reported 547,518 Series B shares and Stilwell Value Partners VII, L.P. reported 104,460 Series B shares held indirectly. The group also reported significant indirect holdings of 7.00% Subordinated Convertible Notes due 2031, which are convertible into Wheeler common stock at a conversion price of $1.036670 per share (24.115672 common shares for each $25 principal amount).

The filing notes these securities are held by various Stilwell limited partnerships, with Joseph Stilwell reporting indirect ownership through Stilwell Value LLC and disclaiming beneficial ownership except to the extent of his pecuniary interest.

Wheeler REIT, Inc. submitted a Form 144 proposing the sale of 26,000 shares of Series B Convertible Preferred Stock on 03/18/2026.

The filing shows the holder received 817,085 Series B shares in lieu of interest on 01/03/2023 and lists prior activity and sale logistics on NASDAQ.

Wheeler Real Estate Investment Trust director Kerry G. Campbell reported an open‑market sale of 168 shares of Series D Cumulative Convertible Preferred Stock at $37.50 per share, reducing his holdings of this security to zero. The Series D Preferred is convertible into common stock at a stated conversion price of $512,870,400 per common share, according to the terms described. Campbell continues to hold 7.00% Subordinated Convertible Notes due 2031 that are convertible, at the holder’s option, into 96,462 shares of common stock at a conversion price of $1.03667 per share, with the notes maturing on December 31, 2031.

Wheeler Real Estate Investment Trust, Inc. updated investors on March 2026 redemptions of its Series D Cumulative Convertible Preferred Stock and the resulting impact on its convertible notes and common stock.

For March redemptions, the lowest price at which any Series D Preferred Stock converted into common stock was approximately $1.88 per share. Under the indenture for the 7.00% Subordinated Convertible Notes due 2031, this triggered a further adjustment of the note conversion price to approximately $1.04 per share of common stock, equal to about 24.12 shares for each $25.00 of principal amount converted, representing a 45% discount to $1.88.

On the March 5, 2026 Holder Redemption Date, the company processed two requests, redeeming 6,502 Series D Preferred shares at a Redemption Price of approximately $41.72 per share and settling the aggregate amount by issuing 143,914 common shares. Cumulatively, the company has processed 402 redemption requests, redeeming 1,777,083 Series D Preferred shares and issuing approximately 393,000 common shares. As of March 6, 2026, 1,433,983 common shares and 1,640,295 Series D Preferred shares were outstanding. The deadline for the next monthly redemption round is March 25, 2026, with the next Holder Redemption Date on April 6, 2026.

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.