SCHEDULE: Magnetar Group Discloses 9.8% Stake in Wheeler REIT
Beneficial Ownership Report
Magnetar Financial and related entities report a 9.8% beneficial ownership in Wheeler Real Estate Investment Trust, Inc., constrained by the issuer's 9.8% ownership limits.
Summary
- Reporting Persons (Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman) collectively beneficially own 118,934 shares of Wheeler Real Estate Investment Trust, Inc. Common Stock.
- This represents 9.8% of the total outstanding Common Stock.
- Ownership is subject to the Issuer's Charter and Warrant limitations, which restrict beneficial ownership to a maximum of 9.8% of outstanding Common Stock.
- The 118,934 shares are calculated based on 9.8% of 1,213,620 total shares, which includes 1,094,686 shares outstanding as of June 20, 2025, plus assumed conversions of Warrants, Notes, Series D Preferred Stock, and Series B Preferred Stock held by Magnetar Vehicles.
- This is Amendment No. 9 to a Schedule 13G initially filed on September 10, 2021.
Sentiment
Score: 5
Explanation: The filing is a routine beneficial ownership disclosure, indicating a significant but capped stake by an institutional investor. It contains no performance or strategic updates from the issuer.
Positives
- A significant institutional investor, Magnetar Financial and its affiliates, maintains a 9.8% beneficial ownership stake in Wheeler Real Estate Investment Trust, Inc.
Negatives
- Beneficial ownership is capped at 9.8% due to the Issuer's Charter and Warrant limitations, restricting the investor's ability to increase their stake without a board waiver.
Risks
- The Issuer's Charter and Warrants impose "Ownership Limits" restricting any person or entity from owning more than 9.8% of the outstanding Common Stock or 9.8% in value of all classes of capital stock, unless a waiver is granted by the board of directors.
Future Outlook
No forward-looking statements or guidance from the issuer are provided in this beneficial ownership report.
Industry Context
This filing is a routine disclosure of beneficial ownership by an institutional investor in a Real Estate Investment Trust (REIT). It does not provide specific industry trends or competitive analysis, focusing solely on the ownership stake.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Limitation | The Issuer's Charter and Warrants impose a 9.8% ownership limit (in value or number of shares) on any person or entity, unless waived by the board of directors. | NA | Restricts the ability of any single investor, including the Reporting Persons, from accumulating a controlling stake without explicit board approval, ensuring broad shareholder distribution and potentially REIT compliance. |
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional investor's stake, albeit capped by existing ownership limits.
- Company Management: Indicates the presence of a substantial, passive investor within the ownership structure.
Key Dates
| Date | Description |
|---|---|
| 2021-09-10 | Original Schedule 13G filing date. |
| 2022-02-14 | Amendment No. 1 filing date. |
| 2022-11-10 | Amendment No. 2 filing date. |
| 2022-12-22 | Date of Limited Power of Attorney. |
| 2023-01-31 | Amendment No. 3 filing date. |
| 2023-11-13 | Amendment No. 4 filing date. |
| 2024-02-14 | Amendment No. 5 filing date. |
| 2024-11-14 | Amendment No. 6 filing date. |
| 2025-02-14 | Amendment No. 7 filing date. |
| 2025-05-15 | Amendment No. 8 filing date. |
| 2025-06-20 | Date of outstanding common stock figure (1,094,686 shares) used for calculation. |
| 2025-06-30 | Date of event which requires filing of this statement. |
| 2025-08-14 | Date of current filing (Amendment No. 9). |
Keywords
Wheeler Real Estate Investment Trust, REIT, Magnetar Financial, Schedule 13G, Beneficial Ownership, Common Stock, Investment, Real Estate
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