Wheeler REIT (WHLR) files Rule 144 to sell 16,000 Series D preferred shares

Rhea-AI Filing Summary

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.

Positive

• Complete Rule 144 disclosure provided including broker, quantity, market value, acquisition details, and planned sale date
• Proposed sale size is modest at approximately 0.93% of the Series D outstanding shares, limiting immediate market impact
• No sales in prior three months, indicating this is not part of a rapid divestiture

Negative

• Securities were acquired as interest in kind (non-cash), which may reflect yield paid in stock rather than cash
• Sale scheduled months after acquisition (acquired 12/31/2024; sale approx. 09/16/2025), which could delay liquidity realization

Insights

Securities Analyst

TL;DR: Small proposed sale of preferred shares (16,000; ~$582k) representing under 1% of Series D outstanding; acquired as interest, not cash purchase.

The filing is a routine Rule 144 notice: it documents a planned resale through a broker and provides acquisition details showing the position was obtained as payment in kind on 12/31/2024. The transaction size (about 0.93% of the class) is modest relative to the total outstanding and the market value is sub-$1m, indicating limited immediate market impact. Absence of sales in the prior three months suggests this notice is not part of an ongoing liquidation of holdings.

Corporate Governance Specialist

TL;DR: Compliance-focused disclosure; filer affirms no undisclosed material information and follows Rule 144 procedures.

The form contains the expected certifications and broker identification (Raymond James & Associates). It records that the securities were issued by the issuer as interest payment and that the filer is providing the statutory representation regarding material information. From a governance and compliance view, the filing meets Rule 144 disclosure elements: class, quantity, origin of shares, broker, and planned sale date.

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
Series D Cumulative Convertible Preferred Stock	Raymond James & Associates 880 Carillon Parkway St. Petersburg FL 33716	16000	581800.00	1715500	09/16/2025	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 *
Series D Cumulative Convertible Preferred Stock	12/31/2024	Shares received in lieu of interest payment	Issuer			63703	12/31/2024	Interest Payment Received

* 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 did WHLR file in this Form 144?

WHLR's filer notified a proposed sale of 16,000 Series D Cumulative Convertible Preferred Stock through Raymond James, with an aggregate market value of $581,800 and an approximate sale date of 09/16/2025.

How large is the proposed sale relative to the class outstanding (WHLR)?

The 16,000 shares represent roughly 0.93% of the 1,715,500 Series D shares reported outstanding in the filing.

When and how were the shares being sold acquired?

The filer acquired 63,703 Series D shares on 12/31/2024 as shares received in lieu of an interest payment from the issuer.

Did the filer sell any issuer securities in the past three months?

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

Who will execute the sale and what exchange is listed?

Raymond James & Associates is listed as the broker and the sale is to occur on NASDAQ.