Wheeler Real Estate Investment Trust, Inc. 8-K

What Happened

• Wheeler Real Estate Investment Trust, Inc. announced that amended and restated warrants (the “A&R Warrants”) previously held by affiliates of Magnetar Financial LLC and Purpose funds were exercised in full on March 24, 2026.
• The A&R Warrants, amended on February 19, 2026, allowed the holders to receive up to 12% of the Company’s common stock at an exercise price of $0.01 per share. As a result of the full exercise, the Company issued a total of 172,075 shares of common stock to the Investors. The shares are registered under the Company’s Form S-11 (File No. 333-294263), declared effective March 20, 2026. Following this exercise, there are no outstanding warrants in the Company’s capital table.

Key Details

• Total shares issued: 172,075 (representing 12.000% of Common Stock outstanding on exercise).
• Exercise price: $0.01 per share.
• Exercise date: March 24, 2026; A&R Warrants expiration: March 27, 2026.
• Issued to: Magnetar Structured Credit Fund LP (48,124 shares, 3.356%), Magnetar Lake Credit Fund LLC (51,766 shares, 3.610%), Purpose Alternative Credit Fund - F LLC (48,497 shares, 3.382%), Magnetar Longhorn Fund LP (7,499 shares, 0.523%), Purpose Alternative Credit Fund - T LLC (16,189 shares, 1.129%).

Why It Matters

• The issuance immediately increased the company’s outstanding common shares by 12%, diluting existing shareholders’ ownership percentage by that amount.
• Because the new shares are registered under an effective S-11, the investors can resell them subject to applicable securities laws, which could increase tradable float.
• The filing closes out the Company’s warrant liabilities related to these instruments (no outstanding warrants remain), removing that potential future dilution from the capital table.