Business Context and Reporting Period
This Form 8-K filing by Wheeler Real Estate Investment Trust, Inc. (WHLR) reports on events occurring on March 24, 2026. The filing details the full exercise of amended and restated common stock purchase warrants previously issued to affiliates of Magnetar Financial LLC.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital structure event.
Material Changes
The primary material change is the issuance of 172,075 shares of Common Stock to warrant holders. This transaction resulted in the following:
- Full exercise of warrants representing 12% of the Common Stock outstanding on the date of exercise.
- Exercise price of $0.01 per share.
- Elimination of all outstanding warrants from the Company's capital table.
| Investor | Percentage Issued | Shares Issued |
|---|---|---|
| Magnetar Structured Credit Fund LP | 3.356% | 48,124 |
| Magnetar Longhorn Fund LP | 0.523% | 7,499 |
| Magnetar Lake Credit Fund LLC | 3.610% | 51,766 |
| Purpose Alternative Credit Fund - F LLC | 3.382% | 48,497 |
| Purpose Alternative Credit Fund - T LLC | 1.129% | 16,189 |
| Total | 12.000% | 172,075 |
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or discussion of risks and contingencies beyond the disclosure of the warrant exercise. The shares issued were registered pursuant to a Form S-11 declared effective on March 20, 2026.
Investor Verification Checklist
- Verify the updated total share count and diluted ownership percentages following the issuance of 172,075 shares.
- Confirm the effective date of the Form S-11 registration statement (March 20, 2026) to ensure the shares are freely tradable.
- Review the Company's capital structure to confirm no other warrants or similar instruments remain outstanding.
- Assess the impact of the $0.01 exercise price on the Company's cash position and treasury stock records.