Wheeler REIT amends warrants for 12% of shares at $0.01, CFO resigns

Wheeler Real Estate Investment Trust, Inc.

Amended warrants allow exercise for 12% of outstanding common stock at $0.01/share, expiring March 12, 2026.
Board approved excepted holder limits of 19% (capital stock) and 45% (common stock) for Magnetar affiliates.
CFO Crystal Plum to resign effective March 13, 2026; search initiated for replacement.
Investors granted participation rights to lend or purchase up to 12% of future debt/equity issuances.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Wheeler Real Estate Investment Trust, Inc. entered into Participation Rights and Expense Reimbursement Letter Agreement with Investors (effective 2026-02-19).

Action: entry
Counterparty: Investors
Effective: 2026-02-19

Exact text from the filing

In connection with the A&R Warrants, on February 19, 2026, the Company and the Investors entered into a Participation Rights and Expense Reimbursement Letter Agreement (the “Letter Agreement”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Wheeler Real Estate Investment Trust, Inc. entered into Excepted Holder Agreement with Investors (effective 2026-02-19).

Action: entry
Counterparty: Investors
Effective: 2026-02-19

Exact text from the filing

On February 19, 2026, the Company and the Investors entered into an Excepted Holder Agreement with respect to such limits (the "Excepted Holder Agreement").

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Wheeler Real Estate Investment Trust, Inc. amended Amended and Restated Registration Rights Agreement with Investors (effective 2026-02-19).

Action: amendment
Counterparty: Investors
Effective: 2026-02-19

Exact text from the filing

In connection with the A&R Warrants, on February 19, 2026, the Company and the Investors entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which the Company agreed to register the resale of shares of Common Stock underlying the A&R Warrants on a Registration Statement on Form S-11 within 45 days following the date of the A&R Registration Rights Agreement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Wheeler Real Estate Investment Trust, Inc. amended Amended and Restated Common Stock Purchase Warrant with affiliates of Magnetar Financial LLC and AY2 Capital LLC (effective 2026-02-19).

Action: amendment
Agreement: equity purchase
Counterparty: affiliates of Magnetar Financial LLC and AY2 Capital LLC
Effective: 2026-02-19

Exact text from the filing

On February 19, 2026, each Warrant held by the Investors was amended and restated in the form of an Amended and Restated Common Stock Purchase Warrant (together, the “A&R Warrants”).

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294 material agreements filed in the last 30 days. Browse all material agreements →

Wheeler Real Estate Investment Trust, Inc. filing history →

Source: SEC EDGAR

accession 0001527541-26-000034

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