Wheeler Real Estate Investment Trust Inc.

05/07/2024 | Press release | Distributed by Public on 05/07/2024 05:36

Material Event - Form 8-K

Item 8.01 Other Events

Results of May 2024 Series D Preferred Stock Redemptions

•The eighth monthly "Holder Redemption Date" occurred on May 6, 2024.
•The Company received no redemption requests from any holders of its Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock").

Cumulative Series D Preferred Stock Redemption Information (Unchanged from April 2024)

•To date, the Company has processed 182 redemption requests, collectively redeeming 948,631 shares of Series D Preferred Stock.
•Accordingly, the Company has issued 67,042,618 shares of its common stock, par value $0.01 ("Common Stock") in settlement of an aggregate redemption price of approximately $35.9 million.
•As of May 6, 2024, the Company had 68,023,718 shares of Common Stock and 2,577,240 shares of Series D Preferred Stock outstanding.

June 2024 Redemptions

•The deadline for the next monthly round of Series D Preferred Stock redemptions is May 25, 2024.
•The next monthly Holder Redemption Date will occur on June 5, 2024.
•Required redemption forms and a list of frequently asked questions can each be found on the Company's website at https://ir.whlr.us/series-d/series-d-redemption.

Information contained on the Company's website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.

Excepted Holder Agreement

On April 26, 2024, the Company's Board of Directors, under the terms of the Company's charter (the "Charter"), created an aggregate stock ownership limit of 14% (the "Capital Stock Excepted Holder Limit") for Howard Amster, a stockholder of the Company, and entities through which he holds such stock. On May 3, 2024, the Company entered into an Excepted Holder Agreement with Mr. Amster with respect to such limit. The Capital Stock Excepted Holder Limit provides that Mr. Amster is exempted from the Charter's ownership limit of not more than 9.8% in value of the aggregate of all classes of stock of the Company and is instead subject to the percentage limit established by the Board. Mr. Amster remains subject to the Charter's limitation of his ownership to 9.8% of all outstanding Common Stock of the Company. The Excepted Holder Agreement and Capital Stock Excepted Holder Limit will automatically terminate upon reduction of Mr. Amster's ownership of all classes of stock of the Company below 9.8% in value in the aggregate.