Wheeler Real Estate Investment Trust, Inc.

Filing Date

Mar 26, 2026

Transaction Date

Mar 24, 2026

Accession Number

0000905148-26-001444

Form Type

4

Net Trading Amount

-$9.7K

Footnotes

1. (F1)The Amended and Restated Common Stock Purchase Warrants (the "Warrants") were exercisable, in whole or in part, for up to 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, subject to the Investor Excepted Holder Limits (as defined below). Pursuant to the terms of the Warrants, the original March 12, 2026 expiration date was extended until March 27, 2026, which represents one day for each day the registration statement on Form S-11 registering the resale of the shares of Common Stock issuable upon exercise of the Warrants was not effective following March 5, 2026.
2. (F2)Based on 1,433,983 shares of Common Stock outstanding on the exercise date (immediately prior to exercise) as reported to the Reporting Persons by the Issuer, the Warrants were exercisable for up to 172,075 shares of Common Stock. Following the exercise shown in Tables I and II above, the Warrants have been fully exercised and no Warrants remain outstanding.
3. (F3)The Reporting Persons are 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. (F4)(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.
5. (F5)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 securities. In such capacities, Magnetar Financial LLC exercises voting and investment power over the Common Stock acquired upon exercise of the Warrants by the Magnetar Vehicles.
6. (F6)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. (F7)David J. Snyderman disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
8. (F8)The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $1.03496515101228 to $1.13401698777709, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.