Wheeler Real Estate (WHLR) Stilwell funds sell Series B preferred stake
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust insider affiliates reported open-market sales of Series B Convertible Preferred Stock. On March 18, 2026, Stilwell Activist Investments, L.P. sold 13,470 Series B shares at $6.9593 per share and Stilwell Value Partners VII, L.P. sold 12,530 Series B shares at $6.9593 per share.
After these sales, Stilwell Activist Investments, L.P. reported 547,518 Series B shares and Stilwell Value Partners VII, L.P. reported 104,460 Series B shares held indirectly. The group also reported significant indirect holdings of 7.00% Subordinated Convertible Notes due 2031, which are convertible into Wheeler common stock at a conversion price of $1.036670 per share (24.115672 common shares for each $25 principal amount).
The filing notes these securities are held by various Stilwell limited partnerships, with Joseph Stilwell reporting indirect ownership through Stilwell Value LLC and disclaiming beneficial ownership except to the extent of his pecuniary interest.
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Insights
Stilwell-affiliated funds sold 26,000 WHLR Series B preferred shares but kept sizable convertible and equity positions.
Two Stilwell-managed limited partnerships executed open-market sales of Wheeler Real Estate Investment Trust Series B Convertible Preferred Stock on March 18, 2026. Stilwell Activist Investments, L.P. sold 13,470 shares and Stilwell Value Partners VII, L.P. sold 12,530 shares at $6.9593 per share.
These are dispositions of a preferred security, not common stock, and no options were exercised. Post-transaction, the reporting group still shows substantial indirect holdings, including Series B preferred balances of 547,518 and 104,460 shares and multiple tranches of 7.00% Subordinated Convertible Notes due 2031 that are convertible into common stock at $1.036670 per share.
The notes also allow interest to be paid in cash or additional preferred stock, which can further affect equity exposure over time. Because the filing does not quantify Wheeler’s overall share count or float, the significance of these sales relative to the company’s size cannot be determined from this data alone, so the event is best viewed as a routine insider portfolio adjustment.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series B Convertible Preferred Stock | 13,470 | $6.9593 | $94K |
| Sale | Series B Convertible Preferred Stock | 12,530 | $6.9593 | $87K |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| holding | Series D Cumulative Convertible Preferred Stock | -- | -- | -- |
| holding | Series D Cumulative Convertible Preferred Stock | -- | -- | -- |
| holding | Series D Cumulative Convertible Preferred Stock | -- | -- | -- |
| holding | Series D Cumulative Convertible Preferred Stock | -- | -- | -- |
| holding | Series B Convertible Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (9)
- F1. These securities are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein.
- F2. These securities are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein.
- F3. These securities are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein.
- F4. These securities are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein.
- F5. The Issuer's 7.00% Subordinated Convertible Notes due 2031 (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 $1.036670 per share (24.115672 common shares for each $25.00 of principal amount of the Notes being converted).
- F6. 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 ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("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.
- F7. Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.00000005 shares of the Issuer's common stock (a conversion price of $512,870,400 per share of common stock). Series D Preferred Stock has no expiration date.
- F8. This Form 4 reports the following sales of Series B Preferred Stock on March 18, 2026: (i) SAI sold 13,470 shares at $6.9593 per share, and (ii) SVP VII sold 12,530 shares at $6.9593 per share.
- F9. Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.00000002 shares of the Issuer's common stock (a conversion price of $1,209,600,000 per share of common stock). Series B Preferred Stock has no expiration date.
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