Wheeler agrees to issue 257,902 shares in exchange
The agreed exchanges pair preferred stock with common shares; Wheeler stated that it received no cash proceeds.
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed on September 23, 2026, to issue common shares in five noncash exchanges for preferred shares held by Stilwell Activist Investments, L.P. (184,655 and 257,902 shares), Stilwell Activist Fund, L.P. (25,516 and 35,768), and Stilwell Associates, L.P. (62,829). The exchanges involved Series B and/or Series D preferred stock, and Wheeler stated it received no cash proceeds.
The partnerships held the exchanged securities directly. Footnotes describe Joseph Stilwell, a director, as holding them indirectly through Stilwell Value LLC, and disclaim his beneficial ownership except to the extent of his pecuniary interest. Separate holding entries list 3,540,501, 516,859, 165,424, and 242,934 common shares underlying the 7.00% Subordinated Convertible Notes due 2031, for Stilwell Activist Investments, Stilwell Activist Fund, Stilwell Value Partners VII, and Stilwell Associates, respectively.
Positive
- None.
Negative
- None.
Insider Trade Summary
21 transactions reported
Mixed
21 txns
Insider
Stilwell Joseph, Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Associates, L.P.
Role
Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Series D Cumulative Convertible Preferred Stock F12, F13, F1 | 3,287 | -- | -- |
| Disposition | Series D Cumulative Convertible Preferred Stock F12, F14, F1 | 6,575 | -- | -- |
| Disposition | Series D Cumulative Convertible Preferred Stock F12, F15, F2 | 491 | -- | -- |
| Disposition | Series D Cumulative Convertible Preferred Stock F12, F16, F2 | 955 | -- | -- |
| Disposition | Series D Cumulative Convertible Preferred Stock F12, F17, F4 | 3,222 | -- | -- |
| Disposition | Series B Convertible Preferred Stock F18, F19, F1 | 24,730 | -- | -- |
| Disposition | Series B Convertible Preferred Stock F18, F20, F1 | 26,603 | -- | -- |
| Disposition | Series B Convertible Preferred Stock F18, F21, F2 | 3,270 | -- | -- |
| Disposition | Series B Convertible Preferred Stock F18, F22, F2 | 3,517 | -- | -- |
| Grant/Award | Common Stock F5, F1 | 184,655 | -- | -- |
| Grant/Award | Common Stock F6, F1 | 257,902 | -- | -- |
| Grant/Award | Common Stock F7, F2 | 25,516 | -- | -- |
| Grant/Award | Common Stock F8, F2 | 35,768 | -- | -- |
| Grant/Award | Common Stock F9, F4 | 62,829 | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 F10, F11, F1 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 F10, F11, F2 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 F10, F11, F3 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 F10, F11, F4 | -- | -- | -- |
| holding | Series D Cumulative Convertible Preferred Stock F12, F3 | -- | -- | -- |
| holding | Series B Convertible Preferred Stock F18, F3 | -- | -- | -- |
| holding | Common Stock F3 | -- | -- | -- |
Holdings After Transaction:
Series D Cumulative Convertible Preferred Stock — 167,838 contracts for 0 underlying shares (Indirect, See footnote);
Series B Convertible Preferred Stock — 652,346 contracts for 0 underlying shares (Indirect, See footnote);
Common Stock — 62,830 shares (Indirect, See footnote);
7.00% Subordinated Convertible Notes due 2031 — 4,465,718 contracts (Indirect, See footnote)
Footnotes (22)
- 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 securities 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 securities 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 securities 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 securities reported as owned indirectly except to the extent of his pecuniary interest therein.
- F5. On September 23, 2026, the Issuer agreed to issue to SAI 184,655 shares of the Issuer's common stock ("Common Stock") in exchange for 24,730 shares of the Issuer's Series B Preferred Stock ("Series B Preferred Stock") and 3,287 shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") held by SAI (the "First SAI Exchange"). The Issuer did not receive any cash proceeds in the First SAI Exchange.
- F6. On September 23, 2026, the Issuer agreed to issue to SAI 257,902 shares of Common Stock in exchange for 26,603 shares of Series B Preferred Stock and 6,575 shares of Series D Preferred Stock held by SAI (the "Second SAI Exchange"). The Issuer did not receive any cash proceeds in the Second SAI Exchange.
- F7. On September 23, 2026, the Issuer agreed to issue to SAF 25,516 shares of Common Stock in exchange for 3,270 shares of Series B Preferred Stock and 491 shares of Series D Preferred Stock held by SAF (the "First SAF Exchange"). The Issuer did not receive any cash proceeds in the First SAF Exchange.
- F8. On September 23, 2026, the Issuer agreed to issue to SAF 35,768 shares of Common Stock in exchange for 3,517 shares of Series B Preferred Stock and 955 shares of Series D Preferred Stock held by SAF (the "Second SAF Exchange"). The Issuer did not receive any cash proceeds in the Second SAF Exchange.
- F9. On September 23, 2026, the Issuer agreed to issue to SA 62,829 shares of Common Stock in exchange for 3,222 shares of Series D Preferred Stock held by SA (the "SA Exchange"). The Issuer did not receive any cash proceeds in the SA Exchange.
- F10. 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 Common Stock at a conversion price of $4.84648 per share (5.158382 common shares for each $25.00 of principal amount of the Notes being converted).
- F11. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of 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 Common Stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person.
- F12. 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 0.00000000002 shares of Common Stock (a conversion price of $1,107,800,064,000 per share of Common Stock). Series D Preferred Stock has no expiration date.
- F13. The preferred stock disposition was pursuant to the First SAI Exchange.
- F14. The preferred stock disposition was pursuant to the Second SAI Exchange.
- F15. The preferred stock disposition was pursuant to the First SAF Exchange.
- F16. The preferred stock disposition was pursuant to the Second SAF Exchange.
- F17. The preferred stock disposition was pursuant to the SA Exchange.
- F18. 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 0.000000000001 shares of Common Stock (a conversion price of $2,612,736,000,000 per share of Common Stock). Series B Preferred Stock has no expiration date.
- F19. The preferred stock disposition was pursuant to the First SAI Exchange.
- F20. The preferred stock disposition was pursuant to the Second SAI Exchange.
- F21. The preferred stock disposition was pursuant to the First SAF Exchange.
- F22. The preferred stock disposition was pursuant to the Second SAF Exchange.
Key Figures
Common shares agreed for issuance: 184,655 shares
Common shares agreed for issuance: 257,902 shares
Common shares agreed for issuance: 25,516 shares
+4 more
7 metrics
Common shares agreed for issuance
184,655 shares
Stilwell Activist Investments, L.P.; September 23, 2026 exchange
Common shares agreed for issuance
257,902 shares
Stilwell Activist Investments, L.P.; September 23, 2026 exchange
Common shares agreed for issuance
25,516 shares
Stilwell Activist Fund, L.P.; September 23, 2026 exchange
Common shares agreed for issuance
35,768 shares
Stilwell Activist Fund, L.P.; September 23, 2026 exchange
Common shares agreed for issuance
62,829 shares
Stilwell Associates, L.P.; September 23, 2026 exchange
Conversion price
$4.84648 per share
7.00% Subordinated Convertible Notes due 2031
Common shares underlying notes
3,540,501 shares
Stilwell Activist Investments, L.P. note holding
Key Terms
Series D Cumulative Convertible Preferred Stock, Series B Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, conversion price, +1 more
5 terms
Series D Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock"
Series B Convertible Preferred Stock financial
"Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
7.00% Subordinated Convertible Notes due 2031 financial
"7.00% Subordinated Convertible Notes due 2031"
conversion price financial
"at a conversion price of $4.84648 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
pecuniary interest regulatory
"except to the extent of his pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How do WHLR's 7.00% Subordinated Convertible Notes convert?
The notes are convertible, in whole or in part, at any time at the holders' option into common stock at a conversion price of $4.84648 per share, or 5.158382 common shares for each $25.00 of principal converted. At Wheeler's election, interest may be payable in cash, Series B Preferred Stock, or Series D Preferred Stock.
Were WHLR's September 2026 exchanges reported under a Rule 10b5-1 plan?
No Rule 10b5-1 plan is reported for the September 23, 2026 exchanges.
AI-generated analysis. How Rhea-AI works. Not financial advice.
