[144] Wheeler Real Estate Investment Trust, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Sale disclosed through a registered broker (Raymond James), which supports orderly execution
• Notes are listed on NASDAQ, providing a transparent market reference for valuation
• Filer provided acquisition details and payment method (wire), improving transparency

Negative

• Proposed sale will reduce the filer\'s holdings (10,000 notes proposed for sale)
• Filing shows a large original acquisition amount recorded (999,995 notes), indicating the filer may still hold substantial exposure

Insights

Securities Analyst

TL;DR: Insider/affiliate plans an $800k sale of convertible notes; disclosed via broker on NASDAQ, acquired originally in 2021 rights offering.

The filing documents a planned off-equity sale of 10,000 subordinated convertible notes maturing 2031. Use of a registered broker (Raymond James) and listing on NASDAQ indicate an orderly market channel for execution. The acquisition details show these notes were obtained in a 2021 rights offering, and the filer reports no sales in the prior three months. This is a routine compliance disclosure under Rule 144 that notifies the market of a proposed sale by a person required to file.

Corporate Governance Expert

TL;DR: Filing appears procedural and compliant; it affirms no known undisclosed material information and records past acquisition specifics.

The notice includes the statutory seller representation regarding material nonpublic information and documents the chain of acquisition and payment method (wire). There is no indication within the filing of unusual timing, related-party transfers, or prior recent dispositions. As presented, the disclosure fulfills Rule 144 notice obligations without revealing additional governance concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Wheeler REIT, Inc. 7.00% Subordinated Convertible Notes due 2031	Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg FL 33716	10000	800000.00	1174116	09/30/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
7.00% Subordinated Convertible Notes	08/19/2021	Subscription through rights offering	Wheeler REIT, Inc.			999995	08/13/2021	wire

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What securities does Wheeler REIT (WHLR) Form 144 report for sale?

The filing reports the proposed sale of 10,000 Wheeler REIT 7.00% Subordinated Convertible Notes due 2031.

What is the aggregate market value of the securities proposed for sale on the Form 144?

The aggregate market value reported is $800,000.

When is the approximate sale date listed on the Form 144 for WHLR?

The approximate date of sale listed is 09/30/2025.

How were the reported notes acquired according to the filing?

The notes were acquired on 08/19/2021 via a subscription through a rights offering from Wheeler REIT, with payment by wire on 08/13/2021.

Did the filer report any securities sales in the past three months?

No. The filing states "Nothing to Report" for securities sold during the past three months.