SCHEDULE 13G | Wheeler Real Estate Investment Trust, Inc.

SCHEDULE 13G

CUSIP Number(s):

963025754

Names of Reporting Persons

Magnetar Financial LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 686,376.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 686,376.00

Aggregate Amount Beneficially Owned by Each Reporting Person

686,376.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

45 %

Type of Reporting Person (See Instructions)

IA, OO

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

CUSIP Number(s):

963025754

Names of Reporting Persons

Magnetar Capital Partners LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 686,376.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 686,376.00

Aggregate Amount Beneficially Owned by Each Reporting Person

686,376.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

45 %

Type of Reporting Person (See Instructions)

HC, PN

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

CUSIP Number(s):

963025754

Names of Reporting Persons

Supernova Management LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 686,376.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 686,376.00

Aggregate Amount Beneficially Owned by Each Reporting Person

686,376.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

45 %

Type of Reporting Person (See Instructions)

OO, HC

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

CUSIP Number(s):

963025754

Names of Reporting Persons

Snyderman David J.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 686,376.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 686,376.00

Aggregate Amount Beneficially Owned by Each Reporting Person

686,376.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

45 %

Type of Reporting Person (See Instructions)

IN, HC

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

Item 1.

(a)

Name of issuer:

Wheeler Real Estate Investment Trust, Inc.

(b)

Address of issuer's principal executive offices:

2529 Virginia Beach Boulevard, Virginia Beach, Virginia, 23452

Item 2.

(a)

Name of person filing:

This Amendment No. 14 (the "Amendment No. 14") relates to the Statement of Beneficial Ownership on Schedule 13G filed jointly by Magnetar Financial LLC, a Delaware limited liability company ("Magnetar Financial"), Magnetar Capital Partners LP, a Delaware limited partnership ("Magnetar Capital Partners"), Supernova Management LLC, a Delaware limited liability company ("Supernova Management"), and Alec N. Litowitz ("Mr. Litowitz") with the Securities and Exchange Commission (the "SEC") on September 10, 2021, as amended by Amendment No. 1 filed with the SEC on February 14, 2022, Amendment No. 2 filed with the SEC on November 10, 2022, Amendment No. 3 filed with the SEC on January 31, 2023, Amendment No. 4 filed with the SEC on November 13, 2023, Amendment No. 5 filed with the SEC on February 14, 2024, Amendment No. 6 filed with the SEC on November 14, 2024, Amendment No. 7 filed with the SEC on February 14, 2025, Amendment No. 8 filed with the SEC on May 15, 2025, Amendment No. 9 filed with the SEC on August 14, 2025, Amendment No. 10 filed with the SEC on November 14, 2025, Amendment No. 11 filed with the SEC on February 17, 2026, Amendment No. 12 filed with the SEC on March 3, 2026, and Amendment No. 13 filed with the SEC on May 15, 2026, by Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman ("Mr. Snyderman"). This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Magnetar Financial LLC ("Magnetar Financial"); ii) Magnetar Capital Partners LP ("Magnetar Capital Partners"); iii) Supernova Management LLC ("Supernova Management"); and iv) David J. Snyderman ("Mr. Snyderman"). This statement relates to shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Issuer issuable to the Magnetar Vehicles (as defined below) (and thus beneficially owned by the Reporting Persons) upon (a) the potential conversion of the Issuer's 7.00% Senior Subordinated Convertible Notes Due 2031 (the "Notes") held by the Magnetar Vehicles; (b) the potential conversion of the Issuer's 8.75% Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") held by the Magnetar Vehicles; and/or (c) the potential conversion of the Issuer's 9% Series B Convertible Preferred Stock (the "Series B Preferred Stock") held by the Magnetar Vehicles, applying the Investor Excepted Holder Limits as described in the following paragraph. On February 19, 2026, the Issuer and the Magnetar Vehicles entered into an Excepted Holder Agreement pursuant to which the Issuer exempted the Magnetar Vehicles from (i) the Common Stock Ownership Limit (contained and defined in the Issuer's Charter) of not more than 9.8% (in value or number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock and (ii) the Aggregate Stock Ownership Limit (contained and defined in the Issuer's Charter) of not more than 9.8% in value of the aggregate of the total outstanding shares of capital stock of the Issuer. Instead, under the terms of the Excepted Holder Agreement, the conversion of the Notes, Series D Preferred Stock and Series B Preferred Stock are subject to (higher) limits that permit the Reporting Persons to beneficially own up to (i) 45% (in value or number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of the Common Stock (as calculated under the definition of Common Stock Ownership Limit in the Issuer's Charter) and (ii) 19% in value of the aggregate of the total outstanding shares of capital stock of the Issuer (as calculated under the definition of Aggregate Stock Ownership Limit in the Issuer's Charter). We refer to these (higher) limits permitted under the Excepted Holder Agreement, together, as the "Investor Excepted Holder Limits". The beneficial ownership share figures and related percentages reported in this Amendment No. 14 reflect the Investor Excepted Holder Limit identified in the preceding clause (i), and accordingly, the number and percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons in this Amendment No. 14 represent the number and percentage, respectively, that the Reporting Persons believe is the maximum number of shares of Common Stock that they may be deemed to beneficially own based on such Investor Excepted Holder Limit. (The Reporting Persons describe their calculation of the number of shares reported herein as beneficially owned by them in the footnotes to the tables in this Amendment No. 14.) Until such time as the Investor Excepted Holder Limits terminate pursuant to Section 6.4 of the Excepted Holder Agreement, the limits in the Excepted Holder Agreement apply in place of the lower limits that would otherwise apply pursuant to the Issuer's Charter. After such termination, unless the Issuer's board of directors grants an additional exception therefrom, the lower limits in the Issuer's Charter will apply and become the new ownership limits applicable to the Magnetar Vehicles and the Reporting Persons for purposes of the disclosures herein. The Notes, Series D Preferred Stock and Series B Preferred Stock are held by Magnetar Structured Credit Fund, LP ("Structured Credit Fund") and Magnetar Longhorn Fund LP ("Longhorn Fund"), both Delaware limited partnerships; and Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Purpose Alternative Credit Fund - F LLC ("Alternative Fund F") and Purpose Alternative Credit Fund - T LLC ("Alternative Fund T"), all Delaware limited liability companies. In this Schedule 13G, we refer to the foregoing holders collectively as the "Magnetar Vehicles". Magnetar Financial serves as (i) the investment manager to Longhorn Fund, Alternative Fund F and Alternative Fund T, (ii) general partner of Structured Credit Fund and (iii) manager of Lake Credit Fund. As such, Magnetar Financial exercises voting and investment power over securities held by the Magnetar Vehicles. Magnetar Capital Partners is the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The Administrative Manager of Supernova Management is currently Mr. Snyderman.

(b)

Address or principal business office or, if none, residence:

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(c)

Citizenship:

i) Magnetar Financial is a Delaware limited liability company; ii) Magnetar Capital Partners is a Delaware limited partnership; iii) Supernova Management is a Delaware limited liability company; and iv) Mr. Snyderman is a citizen of the United States of America.

(d)

Title of class of securities:

Common Stock, $0.01 par value per share

(e)

CUSIP No.:

963025754

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

As of June 30, 2026, each of the Reporting Persons may be deemed to beneficially own approximately 686,376 shares of Common Stock, taking into consideration the Investor Excepted Holder Limits. The Reporting Persons describe the calculation of this share figure in the footnotes to the tables in this Amendment No. 14.

(b)

Percent of class:

As of June 30, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of 45% of the total number of shares of Common Stock then outstanding, taking into consideration the Investor Excepted Holder Limits. For a further description of the Investor Excepted Holder Limits, see Item 2(a) above.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 0

(ii) Shared power to vote or to direct the vote:

Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 686,376

(iii) Sole power to dispose or to direct the disposition of:

Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 0

(iv) Shared power to dispose or to direct the disposition of:

Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman: 686,376

Item 5.

Ownership of 5 Percent or Less of a Class.

Not Applicable

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Magnetar Financial is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 and serves as (i) the investment manager to Longhorn Fund, Alternative Fund F and Alternative Fund T, (ii) general partner of Structured Credit Fund and (iii) manager of Lake Credit Fund. As such, Magnetar Financial exercises voting and investment power over the Magnetar Vehicles. Magnetar Capital Partners is the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The current Administrative Manager of Supernova Management is Mr. Snyderman.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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