[Form 4] Wheeler Real Estate Investment Trust, Inc Insider Trading Activity

Rhea-AI Filing Summary

Elme Communities (ELME) Form 4 filing: Director Benjamin S. Butcher reported the automatic grant of 1,650.9434 restricted share units (RSUs) on 30-Jun-2025 under the company’s 2016 Incentive Plan and Deferred Compensation Plan for Directors. The RSUs were valued using the 30-Jun-2025 closing price of $15.90 and will settle solely in common stock. Following the award, Butcher’s direct beneficial ownership rises to 92,556.9443 common shares. No derivative securities were involved, and the transaction was coded “A” (acquisition) indicating a non-open-market, board-approved equity grant.

The filing reflects routine director compensation rather than discretionary insider buying. While the additional equity modestly aligns director incentives with shareholders, the ~1.8% increase in Butcher’s holdings is immaterial to Elme’s overall float and is unlikely to move the stock price.

Positive

• Director equity increase: The RSU grant modestly boosts insider ownership, marginally enhancing alignment with shareholder interests.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU grant; minimal financial impact, mildly positive for alignment but not market-moving.

The Form 4 discloses a standard annual equity award to Director Benjamin S. Butcher. The 1,650.9 RSUs—worth roughly $26k—increase his stake to just over 92.5k shares, a negligible portion of Elme Communities’ ~86 million-share base. Because the award is part of an established compensation plan, it does not signal incremental insider confidence beyond normal governance practice. There is no cash outlay, dilution is de minimis, and no derivatives or sales were reported. From an investor perspective, the filing is largely procedural and should be viewed as neutral in terms of valuation or sentiment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Campbell Kerry G.

(Last) (First) (Middle)

2529 VIRGINIA BEACH BLVD.

(Street)

VIRGINIA BEACH VA 23452

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Cumulative Convertible Preferred Stock	$17,095,680(1)	06/30/2025		J		188(2)		(1)	(3)	Common Stock	0(1)	(4)	1,741	D
7.00% Senior Subordinated Convertible Notes due 2031	$2.82(5)							(5)	12/31/2031	Common Stock	35,469(5)(6)		$100,000	D

Explanation of Responses:

1. Each share of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000001 shares of the Issuer's common stock (a conversion price of $17,095,680 per share of common stock).

2. As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 22, 2025, the Issuer determined that interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") payable on June 30, 2025, would be paid in the form of Series D Preferred Stock. On June 30, 2025, the Issuer issued shares of the Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").

3. Series D Preferred Stock has no expiration date.

4. In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2025, was determined based on a per share value of $18.58379, calculated as the product of (x) the average of the per share volume-weighted average prices for Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.

5. The Notes are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of approximately $2.82 per share (approximately 8.87 common shares for each $25.00 of principal amount of the Notes being converted).

6. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person.

Remarks:

	/s/ Kerry Campbell	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Elme Communities shares did Director Benjamin S. Butcher receive?

He received 1,650.9434 restricted share units that will settle in common stock.

What is Benjamin S. Butcher’s total beneficial ownership after the transaction?

Following the grant, he directly owns 92,556.9443 ELME shares.

Was the transaction an open-market purchase or sale?

No. It was coded “A” for automatic acquisition under the company’s incentive and deferred compensation plans.

What valuation price was used for the RSU grant?

The units were based on the $15.90 closing price of ELME on 30-Jun-2025.

Does this Form 4 indicate any insider selling at Elme Communities?

No. The filing shows only an acquisition of shares; no dispositions were reported.