Magnetar Financial LLC 4

What Happened

• Magnetar Financial LLC, reported as a 10% owner, exercised Amended & Restated Common Stock Purchase Warrants on 2026-03-24 to acquire 172,075 shares of Wheeler Real Estate Investment Trust (WHLR) common stock at $0.01 per share (cash paid ≈ $1,721). The filing also records the extinguishment/disposition of the underlying warrants (derivative entry).
• On 2026-03-26 Magnetar sold 8,840 of those shares in open-market transactions at a weighted-average price of $1.10 per share (gross proceeds ≈ $9,692). The sale prices ranged from about $1.03497 to $1.13402 per share.

Key Details

• Transaction dates and prices:
  • 2026-03-24: Exercise of warrants — 172,075 shares @ $0.01 (acquired), extinguishment of derivative interest recorded.
  • 2026-03-26: Open-market sale — 8,840 shares @ weighted avg $1.10 (proceeds ≈ $9,692); prices ranged ~$1.035–$1.134.
• Warrants: The warrants were fully exercised in this transaction and no warrants remain outstanding (per filing).
• Shares owned after transaction: The filing does not state a consolidated post-transaction beneficial-ownership total for the reporting persons in the provided excerpt.
• Notable footnotes:
  • The warrants’ original March 12, 2026 expiration was extended to March 27, 2026 due to a registration delay (Form S-11 effectiveness).
  • Magnetar is the investment manager/general partner/manager for several Magnetar Vehicles that hold the shares; Magnetar Capital Partners LP is the parent; David J. Snyderman disclaims beneficial ownership except for pecuniary interest.
  • Investor Excepted Holder Limits cap the Reporting Persons’ ownership (see footnotes) and applied in place of lower charter limits.
  • Sale price in the filing is a weighted average; Magnetar offered to provide breakdowns on request.
• Filing timeliness: The Form 4 was filed on 2026-03-26 reporting transactions on 3/24 and 3/26; the filing appears timely under standard Form 4 two-business-day rules.

Context

• This was an exercise of warrants (an in‑the‑money derivative) that resulted in share acquisition; a small portion (~5.1% of the exercised shares) was sold shortly afterward in the open market. The exercise involved a nominal cash outlay ($0.01 per share).
• Magnetar Financial is an institutional investor/manager (not an operating executive). The investor-specific ownership limits described in the filing may affect how many shares they can hold and could explain partial sales or other position management.