SCHEDULE: Magnetar Boosts Wheeler REIT Stake to 45% with New Ownership Limits

Magnetar Financial and its affiliates have increased their beneficial ownership in Wheeler Real Estate Investment Trust to 45% of common stock, following an agreement to raise ownership limits.

Summary

• Magnetar Financial LLC and its affiliates (Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman) collectively report beneficial ownership of 1,055,511 shares of Wheeler Real Estate Investment Trust, Inc. common stock.
• This represents 45% of the total outstanding common stock as of February 28, 2026.
• The ownership percentage is calculated based on new "Investor Excepted Holder Limits" established through an agreement on February 19, 2026.
• This agreement exempts Magnetar Vehicles from the Issuer's standard 9.8% common stock ownership limit and 9.8% aggregate stock ownership limit.
• The new limits permit Magnetar to beneficially own up to 45% of outstanding common stock and 19% of total outstanding capital stock by value.
• The 1,055,511 shares include 1,290,069 shares of common stock outstanding as of March 2, 2026, and an assumed hypothetical conversion of Warrants, Notes, Series D Preferred Stock, and Series B Preferred Stock held by Magnetar Vehicles.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating strong conviction from a major investor and potentially signaling future strategic alignment, though the temporary nature of the higher ownership limits introduces some uncertainty.

Positives

• Magnetar Financial and its affiliates have secured an "Excepted Holder Agreement" allowing them to significantly increase their beneficial ownership limits in Wheeler Real Estate Investment Trust, Inc. from 9.8% to 45% of common stock and 19% of total capital stock by value.
• The increased ownership limits suggest a stronger commitment or strategic interest from Magnetar in the Issuer.

Negatives

• The increased concentration of ownership by a single group, Magnetar, could potentially reduce liquidity for other shareholders or influence corporate decisions more heavily.

Risks

• The "Investor Excepted Holder Limits" are subject to termination pursuant to Section 6.4 of the Excepted Holder Agreement.
• Upon termination of these limits, the lower ownership limits of 9.8% (common stock and aggregate capital stock) specified in the Issuer's Charter and Section 4 of the Warrants will apply, unless the Issuer's board grants an additional exception.

Future Outlook

The "Investor Excepted Holder Limits" that permit Magnetar to hold up to 45% of common stock are temporary and will terminate pursuant to Section 6.4 of the Excepted Holder Agreement. After termination, the lower limits of 9.8% (common stock and aggregate capital stock) as defined in the Issuer's Charter will apply, unless the Issuer's board grants a new exception.

Management Comments

• 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 1,055,511 share figure is equal to 45% multiplied by 2,345,580 shares of the Issuer's Common Stock.
• This 2,345,580 share figure, which the Reporting Persons have calculated pursuant to Rule 13d-3(d)(1)(i), in turn includes (i) 1,290,069 shares of Common Stock outstanding as of March 2, 2026 (which figure was provided to the Reporting Persons by the Issuer) and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Investor Excepted Holder Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by the Magnetar Vehicles into 1,055,511 shares of Common Stock.
• 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.

Industry Context

StockSavvy.ai notes that an increase in beneficial ownership by a significant institutional investor like Magnetar, especially through an "Excepted Holder Agreement" that bypasses standard ownership limits, often signals a deeper strategic involvement or a strong conviction in the issuer's long-term prospects. This move by Magnetar could be interpreted as a vote of confidence in Wheeler Real Estate Investment Trust, Inc., a REIT operating in a sector that often sees such strategic investments for yield or asset appreciation.

Comparison to Industry Standards

• StockSavvy.ai observes that typical REIT ownership limits are often set to maintain REIT tax status and prevent any single entity from controlling the company, usually around 9.8% as seen in Wheeler REIT's original charter.
• The 45% beneficial ownership by Magnetar, facilitated by an "Excepted Holder Agreement," is significantly higher than standard passive investment thresholds and suggests a more active, potentially influential, stake.
• While not directly comparable to specific companies or projects without more context, this level of ownership by an institutional investor is more akin to a strategic partnership or a significant activist stake rather than a diversified portfolio holding.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Increased concentration of ownership by Magnetar could lead to more stable long-term strategic direction but might reduce the influence of other shareholders. The temporary nature of the higher limits introduces future uncertainty.
• Management: The significant stake held by Magnetar could lead to closer oversight or collaboration with management, potentially influencing strategic decisions.

Next Steps

• The "Investor Excepted Holder Limits" will terminate pursuant to Section 6.4 of the Excepted Holder Agreement at an unspecified future date.
• After termination, the lower ownership limits of 9.8% will apply unless the Issuer's board grants an additional exception.

Key Dates

Recommendation

While Magnetar's increased stake and the new ownership limits signal strong conviction and potential strategic involvement, the temporary nature of these higher limits introduces future uncertainty. Investors should hold to observe how this increased influence translates into corporate strategy and performance, and monitor the eventual termination of the "Investor Excepted Holder Limits" and any subsequent actions by the board.

Keywords

Wheeler Real Estate Investment Trust, Magnetar Financial, Schedule 13G, beneficial ownership, common stock, preferred stock, convertible notes, warrants, ownership limits, SEC filing, real estate, REIT, institutional investor