Wheeler REIT (WHLR) Form 4 Details Series D Preferred and Convertible Notes
Rhea-AI Filing Summary
M. Andrew Franklin, listed as CEO and director, filed a Form 4 reporting changes in his beneficial holdings of Wheeler Real Estate Investment Trust, Inc. (WHLR). The filing, with a transaction date of 09/29/2025 and signature dated 09/30/2025, discloses ownership of Series D Cumulative Convertible Preferred Stock with a stated amount of $85,478,400, convertible at an effective conversion price of $85,478,400 per common share (approximately 0.0000003 common shares per preferred share). The Series D Preferred Stock has no expiration date. The filing also discloses holdings of the issuer's 7.00% Senior Subordinated Convertible Notes due 2031, which have a conversion price of $4.91 per share (approximately 5.10 common shares per $25 principal) and show 5,359 common shares as the underlying number based on outstanding principal held by the reporting person. The Notes allow interest to be paid in cash or in Series B or Series D preferred stock as specified in the Notes.
Positive
- Timely and detailed Section 16 disclosure by the CEO showing convertible preferred and note holdings
- Clarity on conversion mechanics for both Series D Preferred Stock and the 7.00% convertible notes
Negative
- None.
Insights
TL;DR: Insider reported significant convertible preferred and convertible note holdings; conversion economics limit common share exposure from Series D.
The filing documents that the reporting person holds a large notional amount of Series D preferred stock and convertible notes. The Series D preferred's conversion mechanics imply an extremely high per-share conversion price, producing an effectively negligible number of common shares per preferred share. The convertible notes carry a conventional conversion price of $4.91, yielding a modest number of underlying common shares (5,359 shown). From a capital structure perspective, the disclosure clarifies potential dilution pathways but does not quantify immediate common-equity dilution beyond the stated underlying amounts. This is a disclosure of holdings rather than an active conversion or sale event.
TL;DR: Insider compliance filing provides transparent disclosure of complex convertible instruments held by the CEO, consistent with Section 16 reporting.
The Form 4 shows timely reporting by the CEO and details the nature of indirect and direct beneficial interests in convertible instruments. Important governance details are explicit: the Series D preferred has no expiration and the Notes permit interest payments in preferred stock, which could affect capital structure if elected. The filing does not report any common stock sales or purchases; it reports convertible-security positions and the conversion mechanics. This disclosure supports transparency but does not itself change control or voting arrangements as presented.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series D Cumulative Convertible Preferred Stock | 555 | $36.25 | $20K |
| holding | 7.00% Senior Subordinated Convertible Notes due 2031 | -- | -- | -- |
Footnotes (4)
- 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 approximately 0.0000003 shares of the Issuer's common stock (a conversion price of $85,478,400 per share of common stock).
- F2. Series D Preferred Stock has no expiration date.
- F3. 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 approximately $4.91 per share (approximately 5.10 common shares for each $25.00 of principal amount of the Notes being converted).
- F4. 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 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.
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