Magnetar group discloses 5.11% Iron Horse (IRHO) stake in 13G

Rhea-AI Filing Summary

Iron Horse Acquisition II Corp. received a Schedule 13G from Magnetar Financial LLC, related entities, and David J. Snyderman reporting a passive ownership position in its Class A ordinary shares. As of December 31, 2025, the group beneficially owned 1,500,000 shares, representing about 5.11% of the company’s outstanding 29,320,000 shares.

The shares are held across several Magnetar-managed funds, with Magnetar Financial acting as investment adviser and related entities serving as upstream holding and management entities. The filers certify the stake was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Iron Horse Acquisition II Corp.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Iron Horse Acquisition II Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001

(Title of Class of Securities)

46283H202

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 46283H202

1

Names of Reporting Persons

MAGNETAR FINANCIAL LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.11 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 46283H202

1

Names of Reporting Persons

MAGNETAR CAPITAL PARTNERS LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.11 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP No. 46283H202

1

Names of Reporting Persons

SUPERNOVA MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.11 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. 46283H202

1

Names of Reporting Persons

DAVID J. SNYDERMAN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.11 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Iron Horse Acquisition II Corp.
(b)	Address of issuer's principal executive offices: 851 Broken Sound Parkway NW, SUITE 230, Boca Raton, FL 33487
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"): i) Magnetar Financial LLC ("Magnetar Financial"); ii) Magnetar Capital Partners LP ("Magnetar Capital Partners"); iii) Supernova Management LLC ("Supernova Management"); and iv) David J. Snyderman ("Mr. Snyderman"). This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Magnetar Capital Master Fund Ltd ("Capital Master Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund"), a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - T LLC ("Purpose Credit Fund - T"), Magnetar Waterfront Series A LLC ("Waterfront Series A Fund"), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is Mr. Snyderman.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)	Citizenship: Place of Organization. i) Magnetar Financial is a Delaware limited liability company; ii) Magnetar Capital Partners is a Delaware limited partnership; iii) Supernova Management is a Delaware limited liability company; and iv) Mr. Snyderman is a citizen of the United States of America.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001
(e)	CUSIP No.: 46283H202
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of December 31, 2025, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,500,000 Shares. The amount consists of (A) 375,000 Shares held for the account of Constellation Master Fund; (B) 255,000 Shares held for the account of Lake Credit Fund; (C) 300,000 Shares held for the account of Structured Credit Fund; (D) 225,000 Shares held for the account of Xing He Master Fund; (E) 255,000 Shares held for the account of Alpha Star Fund; (F) 15,000 Shares held for the account of Capital Master Fund; (G) 45,000 Shares held for the account of Magnetar Waterfront Series A LLC; and (H) 30,000 Shares held for the account of Purpose Credit Fund - T. The Shares held by the Magnetar Funds represent approximately 5.11% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)	Percent of class: As of December 31, 2025, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 5.11% of the total number of shares outstanding (based upon the information provided by the Issuer in its 8-K filed with the SEC on December 18, 2025, there were approximately 29,320,000 Shares outstanding).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,500,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,500,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MAGNETAR FINANCIAL LLC

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

MAGNETAR CAPITAL PARTNERS LP

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

SUPERNOVA MANAGEMENT LLC

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

DAVID J. SNYDERMAN

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein, Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	02/17/2026

Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner

Exhibit Information

99.1 Joint Filing Agreement, dated as of February 17, 2026, among the Reporting Persons. 99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on February 17, 2026.

FAQ

What stake did Magnetar report in Iron Horse Acquisition II Corp. (IRHO)?

Magnetar and related reporting persons disclosed beneficial ownership of 1,500,000 Class A ordinary shares of Iron Horse Acquisition II Corp., representing about 5.11% of the outstanding shares, based on 29,320,000 shares outstanding as referenced from the issuer’s December 18, 2025 Form 8-K.

Which entities are included as reporting persons in the IRHO Schedule 13G?

The filing lists Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman as reporting persons. Magnetar Financial advises the Magnetar funds that hold the shares, while Magnetar Capital Partners and Supernova Management are upstream ownership and control entities.

How many Iron Horse (IRHO) shares does each Magnetar fund hold?

The 1,500,000 shares are split among Magnetar funds: 375,000 Constellation Master Fund, 255,000 Lake Credit Fund, 300,000 Structured Credit Fund, 225,000 Xing He Master Fund, 255,000 Alpha Star Fund, 15,000 Capital Master Fund, 45,000 Waterfront Series A, and 30,000 Purpose Credit Fund - T.

Is Magnetar’s 5.11% IRHO position a passive investment?

Yes. The reporting persons certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Iron Horse Acquisition II Corp., consistent with a Schedule 13G passive ownership filing.

What voting and dispositive power do the Magnetar entities report over IRHO shares?

The reporting persons disclose shared voting power over 1,500,000 shares and shared dispositive power over 1,500,000 shares, with no sole voting or sole dispositive power. This reflects coordinated control over the position across the Magnetar-managed funds and related entities.

What percentage of Iron Horse (IRHO) does 1,500,000 shares represent?

The filing states that 1,500,000 Class A ordinary shares represent approximately 5.11% of Iron Horse Acquisition II Corp.’s outstanding shares, based on approximately 29,320,000 shares outstanding, as referenced from the issuer’s Form 8-K filed on December 18, 2025.