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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | 7.00% Subordinated Convertible Notes due 2031 | 0 | $53,734.60 | $0.00 |
| 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 | Series B 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 shares 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 shares 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 shares 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 shares 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 $4.907490 per share (5.094256 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.
- F7. 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.
- F8. 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.
- 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 0.0000001 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
