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Magnetar affiliates outline WHLR (NASDAQ: WHLR) notes, warrants and preferred stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. and Magnetar affiliates filed an initial ownership report detailing complex derivative positions tied to the company’s common stock. The filing shows indirect holdings across warrants, 7.00% senior subordinated convertible notes due 2031, and Series B and Series D convertible preferred stock.

The notes currently reflect $4,770,575 aggregate principal amount held by Magnetar vehicles, with a conversion price of approximately $2.60 per share of common stock, subject to strict Investor Excepted Holder Limits that cap overall and common stock ownership percentages. Warrants are exercisable until March 12, 2026 for 12% of common shares outstanding at exercise, also subject to these limits.

Due to extremely high current conversion prices and rounding terms, the Magnetar vehicles’ 107,642 Series D preferred shares and 218,512 Series B preferred shares are not presently convertible into whole common shares. David J. Snyderman disclaims beneficial ownership except for any pecuniary interest in these instruments and the common shares issuable upon their exercise or conversion.

Positive

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Insider Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, Snyderman David J.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Common Stock Purchase Warrant (right to buy) -- -- --
holding 7.00% Senior Subordinated Convertible Notes Due 2031 -- -- --
holding 8.75% Series D Cumulative Convertible Preferred Stock -- -- --
holding 9% Series B Convertible Preferred Stock -- -- --
Holdings After Transaction: Common Stock Purchase Warrant (right to buy) — 0 shares (Indirect, See Footnotes); 7.00% Senior Subordinated Convertible Notes Due 2031 — 1,835,763 shares (Indirect, See Footnotes); 8.75% Series D Cumulative Convertible Preferred Stock — 0 shares (Indirect, See Footnotes); 9% Series B Convertible Preferred Stock — 0 shares (Indirect, See Footnotes)
Footnotes (1)
  1. All or any portion of the Common Stock Purchase Warrants (the "Warrants") may be exercised before 5:00 p.m. (Eastern time) on March 12, 2026 (as such date may be extended in accordance with the terms of the Warrants). The Warrants are exercisable, in whole or in part, for an aggregate number of shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise), subject to the Investor Excepted Holder Limits (as defined below). The exercise of or conversion of these derivative securities is subject to limitations (collectively, the "Investor Excepted Holder Limits") that prevent the Reporting Persons from beneficially owning more than (i) 19% in value of the aggregate of the outstanding shares of all classes of the Issuer's capital stock (as calculated under the definitions of "Aggregate Stock Ownership Limit" and "Beneficial Ownership" in the Issuer's Charter) or (ii) 45% (in value or number of shares, whichever is more restrictive) of the outstanding shares of the Common Stock (as calculated under the definitions of "Aggregate Stock Ownership Limit" and "Beneficial Ownership" in the Issuer's Charter). (cont. in footnote 4) (cont. from footnote 3) Until such time as the Investor Excepted Holder Limits terminate pursuant to Section 6.4 of the Excepted Holder Agreement dated February 19, 2026, between the Magnetar Vehicles (as defined below) and the Issuer, these limitations apply in place of the lower limitations that would otherwise apply pursuant to the Issuer's Charter and Section 4 of the Warrants. After such time, unless the Issuer's board of directors grants an additional exception therefrom, the lower limitations in the Issuer's Charter and in Section 4 of the Warrants will apply and become the new ownership limitations applicable to the Magnetar Vehicles and the Reporting Persons for purposes of the disclosures herein. Magnetar Financial LLC serves as (i) the investment manager to Magnetar Longhorn Fund LP, a Delaware limited partnership, Purpose Alternative Credit Fund - F LLC, a Delaware limited liability company, and Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company, (ii) general partner of Magnetar Structured Credit Fund, LP, a Delaware limited partnership, and (iii) manager of Magnetar Lake Credit Fund LLC, a Delaware limited liability company (together with all of the vehicles in the foregoing clauses (i) and (ii), the "Magnetar Vehicles"), each of which holds a portion of the indicated derivative securities. In such capacities, Magnetar Financial LLC exercises voting and investment power over the Warrants, 7.00% Senior Subordinated Convertible Notes Due 2031 ("Notes"), 8.75% Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") and 9% Series B Convertible Preferred Stock ("Series B Preferred Stock") held by the Magnetar Vehicles. Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial LLC. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, is the general partner of Magnetar Capital Partners. The current administrative manager of Supernova Management is David J. Snyderman, a citizen of the United States of America. David J. Snyderman disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in the Warrants, the Notes, the Series D Preferred Stock, the Series B Preferred Stock and the shares of Common Stock issuable upon exercise of such Warrants, conversion of such Notes, conversion of such Series D Preferred Stock and/or conversion of such Series B Preferred Stock. The Notes will mature on December 31, 2031, at which time they may be settled, at the Issuer's election, in cash or shares of Common Stock as set forth in the Notes. These Notes are convertible, in whole or in part, at the noteholder's election, at any time into shares of the Issuer's Common Stock, subject to the Investor Excepted Holder Limits. The initial conversion price of the Notes was $6.25 per share of Common Stock, but has since been adjusted and is subject to further adjustment from time to time, as set forth in footnote 9 below. The number of shares of Common Stock indicated in column 3 of Table II above is based on $4,770,575 aggregate principal amount of Notes currently held by all Magnetar Vehicles. Under the terms of the Notes, if at any time after September 21, 2023 holders of the Issuer's Series D Preferred Stock have required the Issuer to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, then the conversion price of the Notes will be adjusted to the lower of (i) a 45% discount to the conversion price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock converted into shares of the Issuer's Common Stock. In accordance therewith, and as reported in the Issuer's current report on Form 8-K filed on February 6, 2026, the conversion price of the Notes has been adjusted from its initial conversion price and is currently approximately $2.60 per share of Common Stock, which conversion price the Reporting Persons have used for purposes of the figures herein. The Notes bear interest at the rate of 7% per annum. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of Series B Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the terms of the Notes. Such interest payments on the Notes are exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Shares of both the Series B Preferred Stock and Series D Preferred Stock are convertible into shares of the Issuer's Common Stock at the option of the holder thereof at any time. These shares of Series D Preferred Stock were previously received by the Magnetar Vehicles as interest payments on the Notes. Under the terms of the Series D Preferred Stock, the Magnetar Vehicles may convert their shares of Series D Preferred Stock at any time into shares of Common Stock, subject to the Investor Excepted Holder Limits. The initial conversion price of the Series D Preferred Stock was $16.96 per share of Common Stock, but has since been adjusted and is subject to further adjustment from time to time, per the terms of the Series D Preferred Stock, upon certain events, including reverse stock splits of the Common Stock (which splits have previously occurred on multiple occasions). (cont. in footnote 12) (cont. from footnote 11) As reported in the Issuer's current report on Form 8-K filed on January 14, 2026, the current conversion price of shares of Series D Preferred Stock is $512,870,400 per share of Common Stock, such that one (1) share of Series D Preferred Stock is currently convertible into a fraction (approximately 0.00000005) of a whole share of Common Stock (which conversion rate the Reporting Persons have used for purposes of the figures herein). As such, the Magnetar Vehicles' 107,642 shares of Series D Preferred Stock are not convertible into any shares of Common Stock pursuant to the rounding terms of the Series D Preferred Stock. On or after September 21, 2021, the Issuer may, at its option, redeem the Series D Preferred Stock, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends, if any, and after September 21, 2023, holders of Series D Preferred Stock may, at their option, elect to cause the Issuer to redeem any or all of their shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends, if any, payable in cash or shares of Common Stock, or any combination thereof, at the Issuer's option. The Series D Preferred Stock has no maturity date. These shares of Series B Preferred Stock were previously received by the Magnetar Vehicles as interest payments on the Notes. Under the terms of the Series B Preferred Stock, the Magnetar Vehicles may convert their shares of Series B Preferred Stock at any time into shares of Common Stock, subject to the Investor Excepted Holder Limits. The initial conversion price of the Series B Preferred Stock was $40.00 per share of Common Stock, but has been adjusted and is subject to further adjustment, per the terms of the Series B Preferred Stock, upon certain events, including reverse stock splits of the Common Stock (which splits have previously occurred on multiple occasions). (cont. in footnote 15) (cont. from footnote 14) As reported in the Issuer's current report on Form 8-K filed on January 14, 2026, the current conversion price of shares of Series B Preferred Stock is $1,209,600,000 per share of Common Stock, such that one (1) share of Series B Preferred Stock is currently convertible into a fraction (approximately 0.00000002) of a whole share of Common Stock (which conversion rate the Reporting Persons have used for purposes of the figures herein). As such, the Magnetar Vehicles' 218,512 shares of Series B Preferred Stock are not convertible into any shares of Common Stock pursuant to the rounding terms of the Series B Preferred Stock. The Series B Preferred Stock is subject to a mandatory conversion once the 20-trading day volume-weighted average closing price of the Common Stock exceeds $1,753,920,000 per share, at which time each share of Series B Preferred Stock will automatically convert into shares of Common Stock at a conversion price equal to $1,209,600,000 per share of Common Stock. The Series B Preferred Stock has no maturity date.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Magnetar Financial LLC
(Last) (First) (Middle)
1603 ORRINGTON AVENUE
13TH FLOOR
(Street)
EVANSTON IL 60201
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2026 		3. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant (right to buy) (1) 03/12/2026(1) Common Stock, par value $0.01 per share (2)(3)(4) $0.01(3)(4) I See Footnotes(5)(6)(7)
7.00% Senior Subordinated Convertible Notes Due 2031 (8) 12/31/2031(8)(9) Common Stock, par value $0.01 per share 1,835,763(3)(4)(8)(9)(10) $2.6(3)(4)(8)(9) I See Footnotes(5)(6)(7)
8.75% Series D Cumulative Convertible Preferred Stock (11)(12) (13) Common Stock, par value $0.01 per share 0(3)(4)(11)(12) (3)(4)(11)(12) I See Footnotes(5)(6)(7)
9% Series B Convertible Preferred Stock (14)(15) (16) Common Stock, par value $0.01 per share 0(3)(4)(14)(15) (3)(4)(14)(15) I See Footnotes(5)(6)(7)
1. Name and Address of Reporting Person*
Magnetar Financial LLC
(Last) (First) (Middle)
1603 ORRINGTON AVENUE
13TH FLOOR
(Street)
EVANSTON IL 60201
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Magnetar Capital Partners LP
(Last) (First) (Middle)
1603 ORRINGTON AVENUE
13TH FLOOR
(Street)
EVANSTON IL 60201
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Supernova Management LLC
(Last) (First) (Middle)
1603 ORRINGTON AVENUE
13TH FLOOR
(Street)
EVANSTON IL 60201
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Snyderman David J.
(Last) (First) (Middle)
1603 ORRINGTON AVENUE
13TH FLOOR
(Street)
EVANSTON IL 60201
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. All or any portion of the Common Stock Purchase Warrants (the "Warrants") may be exercised before 5:00 p.m. (Eastern time) on March 12, 2026 (as such date may be extended in accordance with the terms of the Warrants).
2. The Warrants are exercisable, in whole or in part, for an aggregate number of shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise), subject to the Investor Excepted Holder Limits (as defined below).
3. The exercise of or conversion of these derivative securities is subject to limitations (collectively, the "Investor Excepted Holder Limits") that prevent the Reporting Persons from beneficially owning more than (i) 19% in value of the aggregate of the outstanding shares of all classes of the Issuer's capital stock (as calculated under the definitions of "Aggregate Stock Ownership Limit" and "Beneficial Ownership" in the Issuer's Charter) or (ii) 45% (in value or number of shares, whichever is more restrictive) of the outstanding shares of the Common Stock (as calculated under the definitions of "Aggregate Stock Ownership Limit" and "Beneficial Ownership" in the Issuer's Charter). (cont. in footnote 4)
4. (cont. from footnote 3) Until such time as the Investor Excepted Holder Limits terminate pursuant to Section 6.4 of the Excepted Holder Agreement dated February 19, 2026, between the Magnetar Vehicles (as defined below) and the Issuer, these limitations apply in place of the lower limitations that would otherwise apply pursuant to the Issuer's Charter and Section 4 of the Warrants. After such time, unless the Issuer's board of directors grants an additional exception therefrom, the lower limitations in the Issuer's Charter and in Section 4 of the Warrants will apply and become the new ownership limitations applicable to the Magnetar Vehicles and the Reporting Persons for purposes of the disclosures herein.
5. Magnetar Financial LLC serves as (i) the investment manager to Magnetar Longhorn Fund LP, a Delaware limited partnership, Purpose Alternative Credit Fund - F LLC, a Delaware limited liability company, and Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company, (ii) general partner of Magnetar Structured Credit Fund, LP, a Delaware limited partnership, and (iii) manager of Magnetar Lake Credit Fund LLC, a Delaware limited liability company (together with all of the vehicles in the foregoing clauses (i) and (ii), the "Magnetar Vehicles"), each of which holds a portion of the indicated derivative securities. In such capacities, Magnetar Financial LLC exercises voting and investment power over the Warrants, 7.00% Senior Subordinated Convertible Notes Due 2031 ("Notes"), 8.75% Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") and 9% Series B Convertible Preferred Stock ("Series B Preferred Stock") held by the Magnetar Vehicles.
6. Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial LLC. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, is the general partner of Magnetar Capital Partners. The current administrative manager of Supernova Management is David J. Snyderman, a citizen of the United States of America.
7. David J. Snyderman disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in the Warrants, the Notes, the Series D Preferred Stock, the Series B Preferred Stock and the shares of Common Stock issuable upon exercise of such Warrants, conversion of such Notes, conversion of such Series D Preferred Stock and/or conversion of such Series B Preferred Stock.
8. The Notes will mature on December 31, 2031, at which time they may be settled, at the Issuer's election, in cash or shares of Common Stock as set forth in the Notes. These Notes are convertible, in whole or in part, at the noteholder's election, at any time into shares of the Issuer's Common Stock, subject to the Investor Excepted Holder Limits. The initial conversion price of the Notes was $6.25 per share of Common Stock, but has since been adjusted and is subject to further adjustment from time to time, as set forth in footnote 9 below. The number of shares of Common Stock indicated in column 3 of Table II above is based on $4,770,575 aggregate principal amount of Notes currently held by all Magnetar Vehicles.
9. Under the terms of the Notes, if at any time after September 21, 2023 holders of the Issuer's Series D Preferred Stock have required the Issuer to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, then the conversion price of the Notes will be adjusted to the lower of (i) a 45% discount to the conversion price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock converted into shares of the Issuer's Common Stock. In accordance therewith, and as reported in the Issuer's current report on Form 8-K filed on February 6, 2026, the conversion price of the Notes has been adjusted from its initial conversion price and is currently approximately $2.60 per share of Common Stock, which conversion price the Reporting Persons have used for purposes of the figures herein.
10. The Notes bear interest at the rate of 7% per annum. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of Series B Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the terms of the Notes. Such interest payments on the Notes are exempt from Section 16 pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Shares of both the Series B Preferred Stock and Series D Preferred Stock are convertible into shares of the Issuer's Common Stock at the option of the holder thereof at any time.
11. These shares of Series D Preferred Stock were previously received by the Magnetar Vehicles as interest payments on the Notes. Under the terms of the Series D Preferred Stock, the Magnetar Vehicles may convert their shares of Series D Preferred Stock at any time into shares of Common Stock, subject to the Investor Excepted Holder Limits. The initial conversion price of the Series D Preferred Stock was $16.96 per share of Common Stock, but has since been adjusted and is subject to further adjustment from time to time, per the terms of the Series D Preferred Stock, upon certain events, including reverse stock splits of the Common Stock (which splits have previously occurred on multiple occasions). (cont. in footnote 12)
12. (cont. from footnote 11) As reported in the Issuer's current report on Form 8-K filed on January 14, 2026, the current conversion price of shares of Series D Preferred Stock is $512,870,400 per share of Common Stock, such that one (1) share of Series D Preferred Stock is currently convertible into a fraction (approximately 0.00000005) of a whole share of Common Stock (which conversion rate the Reporting Persons have used for purposes of the figures herein). As such, the Magnetar Vehicles' 107,642 shares of Series D Preferred Stock are not convertible into any shares of Common Stock pursuant to the rounding terms of the Series D Preferred Stock.
13. On or after September 21, 2021, the Issuer may, at its option, redeem the Series D Preferred Stock, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends, if any, and after September 21, 2023, holders of Series D Preferred Stock may, at their option, elect to cause the Issuer to redeem any or all of their shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends, if any, payable in cash or shares of Common Stock, or any combination thereof, at the Issuer's option. The Series D Preferred Stock has no maturity date.
14. These shares of Series B Preferred Stock were previously received by the Magnetar Vehicles as interest payments on the Notes. Under the terms of the Series B Preferred Stock, the Magnetar Vehicles may convert their shares of Series B Preferred Stock at any time into shares of Common Stock, subject to the Investor Excepted Holder Limits. The initial conversion price of the Series B Preferred Stock was $40.00 per share of Common Stock, but has been adjusted and is subject to further adjustment, per the terms of the Series B Preferred Stock, upon certain events, including reverse stock splits of the Common Stock (which splits have previously occurred on multiple occasions). (cont. in footnote 15)
15. (cont. from footnote 14) As reported in the Issuer's current report on Form 8-K filed on January 14, 2026, the current conversion price of shares of Series B Preferred Stock is $1,209,600,000 per share of Common Stock, such that one (1) share of Series B Preferred Stock is currently convertible into a fraction (approximately 0.00000002) of a whole share of Common Stock (which conversion rate the Reporting Persons have used for purposes of the figures herein). As such, the Magnetar Vehicles' 218,512 shares of Series B Preferred Stock are not convertible into any shares of Common Stock pursuant to the rounding terms of the Series B Preferred Stock.
16. The Series B Preferred Stock is subject to a mandatory conversion once the 20-trading day volume-weighted average closing price of the Common Stock exceeds $1,753,920,000 per share, at which time each share of Series B Preferred Stock will automatically convert into shares of Common Stock at a conversion price equal to $1,209,600,000 per share of Common Stock. The Series B Preferred Stock has no maturity date.
Remarks:
Exhibit 99.1 - Joint Filing Agreement. Exhibit 99.2 - Power of Attorney.
/s/ Hayley A. Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC, General Partner of Magnetar Capital Partners LP, Sole Member of Magnetar Financial LLC 03/02/2026
/s/ Hayley A. Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC, General Partner of Magnetar Capital Partners LP 03/02/2026
/s/ Hayley A. Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC 03/02/2026
/s/ Hayley A. Stein, Attorney-in-fact for David J. Snyderman 03/02/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What does Magnetar’s Form 3 filing disclose about its WHLR ownership?

The Form 3 discloses indirect holdings by Magnetar-managed vehicles in warrants, 7.00% senior subordinated convertible notes due 2031, and Series B and Series D convertible preferred stock, all tied to Wheeler Real Estate Investment Trust common stock under defined ownership and conversion limits.

How many WHLR convertible notes are reported by the Magnetar vehicles?

The filing reports Magnetar vehicles holding $4,770,575 aggregate principal amount of 7.00% Senior Subordinated Convertible Notes due 2031. These notes are currently convertible using an approximately $2.60 per-share conversion price, subject to Investor Excepted Holder Limits on overall capital stock and common stock ownership.

What are the Investor Excepted Holder Limits mentioned for WHLR securities?

Investor Excepted Holder Limits restrict the reporting persons from beneficially owning more than 19% in value of all outstanding capital stock or 45% of common stock, by value or share count, replacing lower charter limits until the Excepted Holder Agreement’s termination conditions are met.

Are Magnetar’s WHLR Series D and Series B preferred shares currently convertible?

The filing states 107,642 Series D and 218,512 Series B preferred shares held by Magnetar vehicles are not currently convertible into any whole WHLR common shares because very high conversion prices and rounding terms yield only tiny fractional share amounts per preferred share.

What does the Form 3 say about WHLR warrants held by Magnetar vehicles?

The warrants may be exercised in whole or part until 5:00 p.m. Eastern on March 12, 2026, for a number of WHLR common shares equal to 12% of shares outstanding at exercise, reduced for prior exercises and constrained by the Investor Excepted Holder Limits.

How does David J. Snyderman’s beneficial ownership of WHLR securities appear in the filing?

The filing explains that David J. Snyderman is administrative manager of Supernova Management, part of Magnetar’s ownership chain, and he disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest in the warrants, notes, preferred stock, and related common shares.