Wheeler Real Estate Invt Tr SEC Filings

Joseph Stilwell and affiliated entities reported changes in beneficial ownership of Wheeler Real Estate Investment Trust, Inc. (WHLR). The filing shows transactions dated 09/30/2025 and signatures dated 10/02/2025. Stilwell is reported as a director and 10% owner, holding securities directly and indirectly through multiple affiliated entities.

The report discloses ownership of common stock, Series B and Series D convertible preferred stock and 7.00% Subordinated Convertible Notes due 2031. The Notes convert at $4.907490 per share (5.094256 common shares per $25 principal). Aggregate reported underlying common shares from the Notes total about 3,496,488 (for one entity) and additional amounts across other entities; the filing also lists aggregate purchase price details and conversion terms for the preferred series.

Wheeler REIT, Inc. (WHLR) Form 144 discloses a proposed sale of 10,000 of the issuer's 7.00% Subordinated Convertible Notes due 2031 through Raymond James & Associates, with an aggregate market value of $800,000 and approximately 1,174,116 notes outstanding. The filing indicates an approximate sale date of 09/30/2025 on NASDAQ.

The filer reports acquiring the securities on 08/19/2021 by subscription through a rights offering from Wheeler REIT and records an Amount of Securities Acquired as 999,995 with payment by wire on 08/13/2021. The filing states there were no securities sold in the past three months by the selling person and includes the usual representation that the seller is not aware of any undisclosed material adverse information about the issuer.

M. Andrew Franklin, listed as CEO and director, filed a Form 4 reporting changes in his beneficial holdings of Wheeler Real Estate Investment Trust, Inc. (WHLR). The filing, with a transaction date of 09/29/2025 and signature dated 09/30/2025, discloses ownership of Series D Cumulative Convertible Preferred Stock with a stated amount of $85,478,400, convertible at an effective conversion price of $85,478,400 per common share (approximately 0.0000003 common shares per preferred share). The Series D Preferred Stock has no expiration date. The filing also discloses holdings of the issuer's 7.00% Senior Subordinated Convertible Notes due 2031, which have a conversion price of $4.91 per share (approximately 5.10 common shares per $25 principal) and show 5,359 common shares as the underlying number based on outstanding principal held by the reporting person. The Notes allow interest to be paid in cash or in Series B or Series D preferred stock as specified in the Notes.

Joseph Stilwell and affiliated entities reported multiple transactions in Wheeler Real Estate Investment Trust, Inc. The filing shows Stilwell and related funds hold large indirect positions through 7.00% Subordinated Convertible Notes due 2031 that convert at about $0.9815 per share, representing roughly 23.7 million common shares on a fully converted basis across the reporting entities. The Form 4 also records sales of Series D Cumulative Convertible Preferred Stock by three affiliated vehicles at $36.3625 per share. Stilwell remains identified as a director and a greater-than-10% owner through direct and indirect holdings.

Wheeler Real Estate Investment Trust, Inc. implemented a one-for-five reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on September 22, 2025. The company filed two charter amendments: the first effects the one-for-five Reverse Stock Split and provides that fractional shares will not be issued but instead will be cashed out based on the closing price on The Nasdaq Capital Market on September 22, 2025.

The second amendment reduces the par value of the common stock from $0.05 (post-split) to $0.01, effective at 5:01 p.m. Eastern Time on September 22, 2025. The common stock will trade on a split-adjusted basis on Nasdaq at market open on September 23, 2025 under a new CUSIP (963025796). Separately, the company issued 23 shares of common stock in exchange for two shares of Series B preferred and one share of Series D preferred on September 16–17, 2025; no cash proceeds were received and the exchanged preferred shares were retired and cancelled.

Wheeler Real Estate Investment Trust, Inc. (WHLR) filing of Form 144 notifies a proposed sale of 16,000 shares of Series D Cumulative Convertible Preferred Stock through Raymond James & Associates on or about 09/16/2025. The filing shows an aggregate market value of $581,800 and reports 1,715,500 shares outstanding for that class, so the proposed sale equals roughly 0.93% of the outstanding Series D shares. The securities were originally acquired by the seller on 12/31/2024 as shares received in lieu of an interest payment (63,703 shares acquired), and no securities were sold by the filer in the past three months. The filer affirms absence of undisclosed material adverse information and includes the standard signature and criminal-statement language.

Diveroli Investment Group LLC and Kingbird Ventures LLC filed a Schedule 13D reporting beneficial ownership of 203,000 shares of Wheeler Real Estate Investment Trust, Inc. common stock, representing 9.48% of the outstanding shares. The filing states the shares are held in the name of Kingbird Ventures LLC with Diveroli Investment Group LLC as its authorized representative.

The reporting persons say they used investment funds to acquire the shares and may review or change their position over time; they currently have not formulated plans to pursue mergers, management changes, material asset sales, or other extraordinary transactions.

On August 28-29, 2025, Wheeler Real Estate Investment Trust, Inc. issued an aggregate of 275,000 shares of Common Stock to two unaffiliated holders in exchange for a total of 11,000 shares of Series D Preferred Stock and 11,000 shares of Series B Preferred Stock. Each exchange used a conversion ratio of 25 shares of Common Stock for one share of Series B or Series D Preferred. No cash was received; the exchanged preferred shares were retired and cancelled. The Company relied on the Section 3(a)(9) exemption from registration, asserting these were exchanges with existing security holders and that no solicitation fees or commissions were paid. The filing clarifies it is not an offer to exchange securities.