---
schema_version: "secwatch.filing_event.v1"
accession: "0001527541-26-000034"
form_type: "8-K"
ticker: "WHLR"
cik: "0001527541"
company_name: "Wheeler Real Estate Investment Trust, Inc."
filed_at: "2026-02-20T23:59:59+00:00"
generated_at: "2026-05-16T01:26:49.122249+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001527541-26-000034
- form_type: 8-K
- ticker: WHLR
- cik: 0001527541
- company_name: Wheeler Real Estate Investment Trust, Inc.
- filed_at: 2026-02-20T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000034/0001527541-26-000034-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000034/whlr-20260213.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001527541-26-000034
- JSON: https://secwatch.observer/filing/0001527541-26-000034.json
- Plain text: https://secwatch.observer/filing/0001527541-26-000034.txt

## Key facts
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000034/0001527541-26-000034-index.htm
- Material Agreements
  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
  source text: On February 19, 2026, the Company and the Investors entered into an Excepted Holder Agreement with respect to such limits (the "Excepted Holder Agreement").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000034/0001527541-26-000034-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000034/0001527541-26-000034-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1527541/000152754126000034/0001527541-26-000034-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.