Wheeler REIT (WHLR) director sells Series D preferred, holds 2031 convertible notes

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust director Kerry G. Campbell reported an open‑market sale of 168 shares of Series D Cumulative Convertible Preferred Stock at $37.50 per share, reducing his holdings of this security to zero. The Series D Preferred is convertible into common stock at a stated conversion price of $512,870,400 per common share, according to the terms described. Campbell continues to hold 7.00% Subordinated Convertible Notes due 2031 that are convertible, at the holder’s option, into 96,462 shares of common stock at a conversion price of $1.03667 per share, with the notes maturing on December 31, 2031.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Campbell Kerry G.

Role Director

Sold 168 shs ($6K)

Type	Security	Shares	Price	Value
Sale	Series D Cumulative Convertible Preferred Stock	168	$37.50	$6K
holding	7.00% Subordinated Convertible Notes due 2031	--	--	--

Holdings After Transaction: Series D Cumulative Convertible Preferred Stock — 0 shares (Direct); 7.00% Subordinated Convertible Notes due 2031 — 96,462 shares (Direct)

Footnotes (3)

1. F1. 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 0.00000005 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.
2. F2. 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 $1.03667 per share (24.115672 common shares for each $25.00 of principal amount of the Notes being converted).
3. F3. 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/11/2026 - 07:31 AM Learn about SEC filing dates

FAQ

What insider transaction did WHLR director Kerry G. Campbell report?

Kerry G. Campbell reported selling 168 shares of Wheeler Real Estate Investment Trust’s Series D Cumulative Convertible Preferred Stock in an open‑market transaction at $37.50 per share, leaving him with no remaining shares of that preferred series after the sale.

What type of security did the WHLR insider sell in this Form 4?

The insider sold Series D Cumulative Convertible Preferred Stock of Wheeler Real Estate Investment Trust. This preferred stock is convertible into the company’s common shares based on a fixed conversion formula and has no expiration date under the terms described in the filing footnotes.

Does the WHLR insider still hold any convertible securities after this transaction?

Yes. After selling his Series D Preferred Stock, Kerry G. Campbell continues to hold 7.00% Subordinated Convertible Notes due 2031, which are convertible into 96,462 shares of Wheeler common stock at a conversion price of $1.03667 per share, based on the outstanding principal amount.

How are WHLR’s Series D Preferred Stock shares convertible into common stock?

Each share of Series D Cumulative Convertible Preferred Stock is convertible at the holder’s option into 0.00000005 shares of Wheeler’s common stock, reflecting an implied conversion price of $512,870,400 per common share, with the preferred shares having no expiration date under the stated terms.

What are the key terms of WHLR’s 7.00% Subordinated Convertible Notes due 2031?

The 7.00% Subordinated Convertible Notes due 2031 are convertible, at the holder’s option, into Wheeler common stock at $1.03667 per share, or 24.115672 common shares for each $25 principal. Interest may be paid in cash or specified preferred shares, as outlined in the notes.

How is interest on WHLR’s 7.00% Subordinated Convertible Notes payable?

Interest on the 7.00% Subordinated Convertible Notes may be paid, at Wheeler’s election, in cash, in shares of Series B Convertible Preferred Stock, or in shares of Series D Preferred Stock, following the specific terms and mechanisms described in the note documentation.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
03/10/2026

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	$512,870,400(1)	03/10/2026		S			168	(1)	(1)	Common Stock	0(1)	$37.5	0	D
7.00% Subordinated Convertible Notes due 2031	$1.04(2)							(2)	12/31/2031	Common Stock	96,462(2)(3)		$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 0.00000005 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.

2. 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 $1.03667 per share (24.115672 common shares for each $25.00 of principal amount of the Notes being converted).

3. 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	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.