Joseph Stilwell Discloses WHLR Convertible Notes, Preferred Stakes

Rhea-AI Filing Summary

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.

Positive

• Detailed disclosure of conversion terms for the 7.00% Subordinated Convertible Notes (conversion price $4.907490 per share) improves transparency
• Clear attribution of holdings to specific affiliated entities and explanation of Stilwell's indirect ownership and disclaimer

Negative

• Potential dilution indicated by large aggregate underlying common share amounts from convertible notes (e.g., 3,496,488 shares reported for one entity)
• Complex capital structure with multiple convertible instruments and preferred series that have atypical conversion ratios, which may complicate understanding of voting/economic impact

Insights

Corporate Governance Analyst

Insider reported substantial convertible holdings and ownership through multiple related entities.

The Form 4 shows that Joseph Stilwell and his affiliated investment vehicles hold significant convertible notes and convertible preferred positions in WHLR, reported as indirect beneficial ownership for Stilwell via his role with Stilwell Value LLC and related entities. The notes' conversion mechanics and the large principal amounts suggest potential future common share issuance if conversions occur.

What to watch: the listed conversion price of $4.907490 and the aggregate underlying share counts in the filing.

Securities/Capital Markets Specialist

Filing discloses convertible securities with cash/share interest payment options and purchase price details.

The 7.00% Subordinated Convertible Notes due 2031 permit interest payment in cash or in Series B or D preferred shares, and were sold at a reported price of $114.5727 per $25 principal (aggregate price shown). The Series B and Series D preferred securities have stated extremely high notional conversion prices per common share, with specified fractional conversion ratios in the footnotes.

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

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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).

1. Name and Address of Reporting Person^*

Stilwell Joseph

(Last) (First) (Middle)

200 CALLE DEL

SANTO CRISTO

(Street)

SAN JUAN PR 00901

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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

	Form filed by One Reporting Person
X	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
Common Stock								81,161	I	See footnote(1)
Common Stock								8,519	I	See footnote(2)
Common Stock								17,680	I	See footnote(3)
Common Stock								161	I	See footnote(4)

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
7.00% Subordinated Convertible Notes due 2031	$4.91(5)							(5)	12/31/2031	Common Stock	3,496,488(5)(6)		$17,158,975	I	See footnote(1)
7.00% Subordinated Convertible Notes due 2031	$4.91(5)							(5)	12/31/2031	Common Stock	510,434(5)(6)		$2,504,950	I	See footnote(2)
7.00% Subordinated Convertible Notes due 2031	$4.91(5)	09/30/2025		S			$11,725	(5)	12/31/2031	Common Stock	2,389(5)(6)	$53,734.6(7)	$3,864,225	I	See footnote(3)
7.00% Subordinated Convertible Notes due 2031	$4.91(5)							(5)	12/31/2031	Common Stock	48,879(5)(6)		$239,875	I	See footnote(4)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)							(8)	(8)	Common Stock	0(8)		91,778	I	See footnote(1)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)							(8)	(8)	Common Stock	0(8)		13,175	I	See footnote(2)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)							(8)	(8)	Common Stock	0(8)		18,158	I	See footnote(3)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)							(8)	(8)	Common Stock	0(8)		1,360	I	See footnote(4)
Series B Convertible Preferred Stock	$201,600,000(9)							(9)	(9)	Common Stock	0(9)		575,494	I	See footnote(1)
Series B Convertible Preferred Stock	$201,600,000(9)							(9)	(9)	Common Stock	0(9)		83,488	I	See footnote(2)
Series B Convertible Preferred Stock	$201,600,000(9)							(9)	(9)	Common Stock	0(9)		130,484	I	See footnote(3)

1. Name and Address of Reporting Person^*

Stilwell Joseph

(Last) (First) (Middle)

200 CALLE DEL

SANTO CRISTO

(Street)

SAN JUAN PR 00901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Value LLC

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Activist Investments, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Activist Fund, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Value Partners VII, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Associates, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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 shares reported as owned indirectly except to the extent of his pecuniary interest therein.

2. 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 shares reported as owned indirectly except to the extent of his pecuniary interest therein.

3. 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 shares reported as owned indirectly except to the extent of his pecuniary interest therein.

4. 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 shares reported as owned indirectly except to the extent of his pecuniary interest therein.

5. 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 $4.907490 per share (5.094256 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 ("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.

7. The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $114.5727 per $25.00 of aggregate principal amount.

8. 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 0.0000003 shares of the Issuer's common stock (a conversion price of $85,478,400 per share of common stock). Series D Preferred Stock has no expiration date.

9. 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 0.0000001 shares of the Issuer's common stock (a conversion price of $201,600,000 per share of common stock). Series B Preferred Stock has no expiration date.

	/s/ Joseph Stilwell	10/02/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	10/02/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.	10/02/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.	10/02/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.	10/02/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.	10/02/2025
	** 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

Who filed the Form 4 for WHLR and what is their relationship to the company?

The Form 4 was filed by Joseph Stilwell and affiliated entities; Joseph Stilwell is reported as a director and a 10% owner.

What was the date of the reported transaction in the WHLR Form 4?

The transaction date reported in the Form 4 is 09/30/2025 and the form is signed on 10/02/2025.

What convertible securities are disclosed in the filing for WHLR?

The filing discloses 7.00% Subordinated Convertible Notes due 2031, Series B Convertible Preferred Stock, and Series D Cumulative Convertible Preferred Stock.

What is the conversion price of the 7.00% Subordinated Convertible Notes in the WHLR filing?

The Notes convert at a conversion price of $4.907490 per common share (equivalent to 5.094256 common shares per $25 principal).

How were interest payments on the Notes described in the Form 4?

Interest on the Notes may be paid in cash, in shares of the Issuer's Series B Convertible Preferred Stock, or in shares of the Series D Cumulative Convertible Preferred Stock, as set forth in the Notes.

Are the preferred series convertible and what are their conversion ratios?

Yes. The filing states Series D converts into 0.0000003 common shares per Series D share (conversion price of $85,478,400 per common share) and Series B converts into 0.0000001 common shares per Series B share (conversion price of $201,600,000 per common share).