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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Franklin Michael Andrew

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	$85,478,400(1)	09/29/2025		S			555	(1)	(2)	Common Stock	0(1)	$36.25	0	D
7.00% Senior Subordinated Convertible Notes due 2031	$4.91(3)							(3)	12/31/2031	Common Stock	5,359(3)(4)		$26,300	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 approximately 0.0000003 shares of the Issuer's common stock (a conversion price of $85,478,400 per share of common stock).

2. Series D Preferred Stock has no expiration date.

3. 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).

4. 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.

Remarks:

	/s/ M. Andrew Franklin	09/30/2025
	** 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.
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FAQ

What did WHLR CEO M. Andrew Franklin report on Form 4?

The filing reports holdings of Series D Cumulative Convertible Preferred Stock (amount: $85,478,400) and 7.00% Senior Subordinated Convertible Notes due 2031 with conversion price $4.91.

When was the transaction reported for WHLR Form 4?

The transaction date is listed as 09/29/2025 and the Form 4 is signed on 09/30/2025.

How many common shares are represented by the reporting person's convertible notes?

The filing shows 5,359 common shares as the number underlying the reporting person's convertible notes, based on outstanding principal.

What is the conversion rate for the Series D Preferred Stock in the filing?

Each share of Series D Preferred Stock converts into approximately 0.0000003 common shares, implying a conversion price of $85,478,400 per common share.

Does the Series D Preferred Stock expire?

No. The filing explicitly states the Series D Preferred Stock has no expiration date.