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Wheeler Real Estate Investment Trust updated the conversion terms for its 7.00% Subordinated Convertible Notes due 2031 after April 2026 Series D preferred stock redemptions. The Notes’ conversion price was adjusted to approximately $0.57 per share of common stock, equal to about 43.85 shares for each $25.00 of principal, reflecting a 45% discount to the $1.04 volume-weighted average common share price.
On the April 6, 2026 Holder Redemption Date, holders redeemed 5,200 Series D Cumulative Convertible Preferred shares at a Redemption Price of about $41.28 per share, settled through issuance of 207,066 common shares. Cumulatively, 1,782,283 Series D preferred shares have been redeemed with roughly 600,000 common shares issued, leaving 1,813,124 common shares and 1,715,095 Series D preferred shares outstanding as of April 6, 2026.
Wheeler Real Estate Investment Trust, Inc. reported that entities affiliated with Magnetar Financial LLC conducted open-market sales of Common Stock held indirectly through various investment vehicles. Across three transactions on April 1–6, these entities sold a total of 23,088 shares at weighted average prices in the $0.92–$0.95 range. Following the latest sale, the filing shows 121,981 shares of Common Stock held indirectly. The Magnetar-related entities and David J. Snyderman disclaim beneficial ownership of these shares except to the extent of their pecuniary interest.
Wheeler Real Estate Investment Trust, Inc. entered into private exchange transactions with unaffiliated investors involving its subsidiary Cedar Realty Trust, Inc.
On March 16, 2026, Wheeler issued 80,000 shares of its Series D Preferred Stock in exchange for 120,000 shares of Cedar’s 6.50% Series C Cumulative Redeemable Preferred Stock. On April 1, 2026, it issued 66,666 additional Series D Preferred shares for 90,000 Cedar Series C Preferred shares and 10,000 Cedar 7.25% Series B Cumulative Redeemable Preferred shares.
Immediately after each closing, Wheeler contributed the acquired Cedar Series C and Series B Preferred Stock back to Cedar, and those Cedar preferred shares were retired. The Series D Preferred Stock was issued in a private placement relying on the exemption in Section 4(a)(2) of the Securities Act as a transaction not involving a public offering.
Magnetar-affiliated entities reported open-market sales of Wheeler Real Estate Investment Trust, Inc. common stock totaling 18,166 shares. The sales occurred on March 27, 30 and 31, 2026 at weighted average prices of about $1.04, $0.97 and $0.93 per share, respectively.
After the final transaction, 145,069 shares of common stock were reported as indirectly owned. The securities are held across various Magnetar investment vehicles managed by Magnetar Financial LLC, and Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman each disclaim beneficial ownership except to the extent of any pecuniary interest.
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 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.