STOCK TITAN

Wheeler Real Estate (WHLR) Magnetar group reports 45% beneficial ownership cap

(Neutral)
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. has an institutional holder group led by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J. Snyderman that may be deemed to beneficially own up to 686,376 shares of common stock as of June 30, 2026. This represents 45% of the then-outstanding common shares, calculated under an Excepted Holder Agreement that raises their ownership cap to 45% of common stock value or share count and 19% of total capital stock value. The potential ownership arises from the possible conversion of 7.00% senior subordinated convertible notes due 2031 and Series D and Series B convertible preferred stock held through several Magnetar-managed vehicles, all subject to the defined Investor Excepted Holder Limits.

Positive

  • None.

Negative

  • None.
Beneficially owned shares 686,376 shares Maximum number of WHLR common shares Magnetar-related Reporting Persons may be deemed to beneficially own as of June 30, 2026
Percent of common stock class 45% Portion of WHLR common stock class deemed beneficially owned by the Reporting Persons, considering Investor Excepted Holder Limits
Shares outstanding baseline 838,905 shares WHLR common stock outstanding as of June 30, 2026 used in the Magnetar ownership calculation
Ownership calculation base 1,525,281 shares Total WHLR share figure used to derive 45% beneficial ownership, including assumed hypothetical conversions
Common Stock Ownership Limit (standard) 9.8% Original WHLR common stock ownership cap in charter, replaced for Magnetar by Investor Excepted Holder Limits
Aggregate Stock Ownership Limit (standard) 9.8% Original WHLR aggregate capital stock ownership limit, superseded by a 19% cap for Magnetar under the agreement
Aggregate capital stock cap under agreement 19% Maximum value percentage of WHLR total capital stock the Magnetar group may beneficially own under Investor Excepted Holder Limits
Convertible notes coupon 7.00% Interest rate on WHLR Senior Subordinated Convertible Notes due 2031 held by Magnetar Vehicles
Investor Excepted Holder Limits regulatory
"We refer to these (higher) limits permitted under the Excepted Holder Agreement, together, as the "Investor Excepted Holder Limits"."
Common Stock Ownership Limit regulatory
"the Common Stock Ownership Limit (contained and defined in the Issuer's Charter) of not more than 9.8%"
Aggregate Stock Ownership Limit regulatory
"the Aggregate Stock Ownership Limit (contained and defined in the Issuer's Charter) of not more than 9.8% in value"
Excepted Holder Agreement regulatory
"On February 19, 2026, the Issuer and the Magnetar Vehicles entered into an Excepted Holder Agreement"
beneficially own financial
"the maximum number of shares of Common Stock that they may be deemed to beneficially own"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Senior Subordinated Convertible Notes financial
"the Issuer's 7.00% Senior Subordinated Convertible Notes Due 2031 (the "Notes")"
Debt securities that sit between higher-priority loans and common shareholders in the company’s repayment order, and that can be exchanged for company shares under agreed terms. They pay interest like a loan but give investors the option to convert the debt into equity, which can limit cash outflows for the issuer and create potential share dilution. For investors, they combine creditor protection with upside potential, while affecting a company’s risk and ownership structure.

FAQ

What beneficial ownership in WHLR does Magnetar report in this Schedule 13G/A?

Magnetar and related Reporting Persons may be deemed to beneficially own 686,376 shares of Wheeler Real Estate Investment Trust common stock, representing 45% of the outstanding common shares as of June 30, 2026, based on Investor Excepted Holder Limits.

How is the 45% beneficial ownership stake in WHLR calculated?

The 45% stake is based on 1,525,281 shares of WHLR common stock, which include 838,905 shares outstanding as of June 30, 2026 plus an assumed hypothetical conversion of Magnetar-held notes and preferred stock into 686,376 shares, subject to Investor Excepted Holder Limits.

What are the Investor Excepted Holder Limits described for WHLR and Magnetar?

The Investor Excepted Holder Limits permit Magnetar-related holders to beneficially own up to 45% of WHLR common stock (by value or share count) and up to 19% of the total capital stock value, replacing the standard 9.8% ownership limits in Wheeler’s charter while the agreement remains in effect.

Which WHLR securities could convert into common stock for Magnetar’s position?

Magnetar Vehicles hold WHLR’s 7.00% Senior Subordinated Convertible Notes due 2031, 8.75% Series D Cumulative Convertible Preferred Stock and 9% Series B Convertible Preferred Stock, each potentially convertible into common shares within the Investor Excepted Holder Limits.

What was WHLR’s common stock outstanding used in Magnetar’s ownership calculation?

The calculation uses 838,905 WHLR common shares outstanding as of June 30, 2026, taken from Wheeler’s Form 10-Q filed on August 6, 2026, without reflecting the one-for-five reverse stock split effected on July 27, 2026.

Who are the Reporting Persons associated with Magnetar in this WHLR filing?

The Reporting Persons are Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. Magnetar Financial exercises voting and investment power over securities held by the Magnetar Vehicles, with a control chain through Magnetar Capital Partners and Supernova Management.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates





963025754

(CUSIP Number)
06/30/2026

(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)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: The numbers in Rows 6, 8 and 9 and the percentage in Row 11 represent the number and percentage, respectively, of shares of Common Stock that the Reporting Persons believe is the maximum number of shares of Common Stock that they may be deemed to beneficially own, taking into consideration the Investor Excepted Holder Limits (as defined in Item 2(a) of this Schedule 13G). The 686,376 share figure is equal to 45% multiplied by 1,525,281 shares of the Issuer's Common Stock. This 1,525,281 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 838,905 shares of Common Stock outstanding as of June 30, 2026 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its quarterly report on Form 10-Q filed with the SEC (as defined in Item 2(a) of this Schedule 13G) on August 6, 2026, without taking into account the one-for-five reverse stock split the Issuer effected on July 27, 2026 (the "July 2026 Reverse Stock Split")) and (ii) an assumed hypothetical conversion (as applicable, but subject to the Investor Excepted Holder Limits) of the Notes, Series D Preferred Stock and/or Series B Preferred Stock (each as defined in Item 2(a) of this Schedule 13G) held by the Magnetar Vehicles (as defined in Item 2(a) of this Schedule 13G) into 686,376 shares of Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The numbers in Rows 6, 8 and 9 and the percentage in Row 11 represent the number and percentage, respectively, of shares of Common Stock that the Reporting Persons believe is the maximum number of shares of Common Stock that they may be deemed to beneficially own, taking into consideration the Investor Excepted Holder Limits. The 686,376 share figure is equal to 45% multiplied by 1,525,281 shares of the Issuer's Common Stock. This 1,525,281 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 838,905 shares of Common Stock outstanding as of June 30, 2026 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its quarterly report on Form 10-Q filed with the SEC on August 6, 2026, without taking into account the July 2026 Reverse Stock Split) and (ii) an assumed hypothetical conversion (as applicable, but subject to the Investor Excepted Holder Limits) of the Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Magnetar Vehicles into 686,376 shares of Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The numbers in Rows 6, 8 and 9 and the percentage in Row 11 represent the number and percentage, respectively, of shares of Common Stock that the Reporting Persons believe is the maximum number of shares of Common Stock that they may be deemed to beneficially own, taking into consideration the Investor Excepted Holder Limits. The 686,376 share figure is equal to 45% multiplied by 1,525,281 shares of the Issuer's Common Stock. This 1,525,281 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 838,905 shares of Common Stock outstanding as of June 30, 2026 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its quarterly report on Form 10-Q filed with the SEC on August 6, 2026, without taking into account the July 2026 Reverse Stock Split) and (ii) an assumed hypothetical conversion (as applicable, but subject to the Investor Excepted Holder Limits) of the Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Magnetar Vehicles into 686,376 shares of Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The numbers in Rows 6, 8 and 9 and the percentage in Row 11 represent the number and percentage, respectively, of shares of Common Stock that the Reporting Persons believe is the maximum number of shares of Common Stock that they may be deemed to beneficially own, taking into consideration the Investor Excepted Holder Limits. The 686,376 share figure is equal to 45% multiplied by 1,525,281 shares of the Issuer's Common Stock. This 1,525,281 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 838,905 shares of Common Stock outstanding as of June 30, 2026 (which figure is based on the Issuer's outstanding share figure for its Common Stock as reported in its quarterly report on Form 10-Q filed with the SEC on August 6, 2026, without taking into account the July 2026 Reverse Stock Split) and (ii) an assumed hypothetical conversion (as applicable, but subject to the Investor Excepted Holder Limits) of the Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Magnetar Vehicles into 686,376 shares of Common Stock.


SCHEDULE 13G



Magnetar Financial LLC
Signature:/s/ Hayley A. Stein
Name/Title:Hayley A. Stein, Attorney-in-fact for David J. Snyderman, Admin Mgr of Supernova Management LLC, GP of Magnetar Capital Partners LP, its Sole Member
Date:08/14/2026
Magnetar Capital Partners LP
Signature:/s/ Hayley A. Stein
Name/Title:Hayley A. Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC, its General Partner
Date:08/14/2026
Supernova Management LLC
Signature:/s/ Hayley A. Stein
Name/Title:Hayley A. Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:08/14/2026
Snyderman David J.
Signature:/s/ Hayley A. Stein
Name/Title:Hayley A. Stein, Attorney-in-fact for David J. Snyderman
Date:08/14/2026
Exhibit Information

Exhibit A - Joint Filing Agreement, dated August 14, 2026, by and among the Reporting Persons Exhibit B - Power of Attorney, dated December 22, 2022