Wheeler Real Estate Investment Trust Inc.
08/21/2026 | Press release | Distributed by Public on 08/21/2026 06:33
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement
Third Amendment to Letter Agreement - Extension to December 7, 2028
On December 5, 2023, Wheeler Real Estate Investment Trust, Inc. (the "Company") and Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stilwell Associates, L.P. (collectively, the "Stilwell Holders") entered into a letter agreement (as amended by a letter agreement dated December 5, 2024, and as further amended by a letter agreement dated November 20, 2025, the "Letter Agreement"), where they agreed not to convert the Company's 7.00% Subordinated Convertible Notes due 2031 if and to the extent that such conversion would result in such holders, whether on their own or as part of a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), becoming the direct or indirect "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing 50% or more of the total voting power of all outstanding shares of common equity of the Company that is entitled to vote generally in the election of directors.
The Letter Agreement was due to expire on December 7, 2026.
In exchange for a further extension of the Letter Agreement to December 7, 2028, the Company agreed to register the resale of all of the Company's Series B Convertible Preferred Stock held by the Stilwell Holders.
Accordingly, on August 17, 2026, the Company and the Stilwell Holders entered into a third amendment to the Letter Agreement (the "Third Amendment to Letter Agreement"), pursuant to which the term of the Letter Agreement was further extended to December 7, 2028.
The foregoing description of the Third Amendment to Letter Agreement is qualified in its entirety by the full text of this amendment, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Registration Rights Agreement - 710,466 shares of Series B Convertible Preferred Stock
On August 17, 2026, the Company entered into a Registration Rights Agreement with the Stilwell Holders (the "Registration Rights Agreement"), pursuant to which the Company agreed to file a registration statement pursuant to the Securities Act of 1933, as amended, to register the resale of 710,466 shares of the Company's Series B Convertible Preferred Stock representing all of the Company's Series B Convertible Preferred Stock held by the Stilwell Holders.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full text of this agreement, which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.
Wheeler Real Estate Investment Trust Inc. published this content on August 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 21, 2026 at 12:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]