Wheeler Real Estate (WHLR) holders sell 25K Series B preferred
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. reported that investment entities associated with director and ten percent owner Joseph Stilwell sold a total of 25,000 shares of Series B Convertible Preferred Stock on June 26, 2026 at $8.6423 per share. According to the footnotes, Stilwell Activist Fund, L.P. sold 11,105 shares and Stilwell Value Partners VII, L.P. sold 13,895 shares, with Joseph Stilwell reporting these holdings indirectly through Stilwell Value LLC and disclaiming beneficial ownership except for his pecuniary interest. After these sales, the filing shows continuing indirect positions in Series B Preferred Stock and substantial indirect holdings of the company’s 7.00% Subordinated Convertible Notes due 2031, which are convertible into common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
15 transactions reported
Mixed
15 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
Sold
25,000 shs ($216K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series B Convertible Preferred Stock | 11,105 | $8.6423 | $96K |
| Sale | Series B Convertible Preferred Stock | 13,895 | $8.6423 | $120K |
| 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 | 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 | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series B Convertible Preferred Stock — 162,948 shares (Indirect, See footnote);
7.00% Subordinated Convertible Notes due 2031 — 7,810,430 shares (Indirect, See footnote);
Series D Cumulative Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Common Stock — 1,583 shares (Indirect, See footnote)
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 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. 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 $2.771041 per share (9.021881 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. 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.
- F7. 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 0.000000004 shares of the Issuer's common stock (a conversion price of $6,154,444,800 per share of common stock). Series D Preferred Stock has no expiration date.
- F8. This Form 4 reports the following sales of Series B Preferred Stock on June 26, 2026: (i) SAF sold 11,105 shares at $8.6423 per share, and (ii) SVP VII sold 13,895 shares at $8.6423 per share.
- 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 0.000000002 shares of the Issuer's common stock (a conversion price of $14,515,200,000 per share of common stock). Series B Preferred Stock has no expiration date.
Key Figures
Series B shares sold: 25,000 shares
Sale price: $8.6423 per share
SAF sale block: 11,105 shares
+5 more
8 metrics
Series B shares sold
25,000 shares
Series B Convertible Preferred Stock sold on June 26, 2026
Sale price
$8.6423 per share
Price for both Series B Preferred sale blocks
SAF sale block
11,105 shares
Series B Preferred sold by Stilwell Activist Fund, L.P.
SVP VII sale block
13,895 shares
Series B Preferred sold by Stilwell Value Partners VII, L.P.
Notes conversion price
$2.771041 per share
7.00% Subordinated Convertible Notes due 2031 conversion price
Notes share ratio
9.021881 shares per $25
Common shares per $25 principal of 2031 notes
Largest notes underlying
6,192,249 shares
Underlying common shares for one notes position, indirect
Series B conversion ratio
0.000000002 shares
Common shares per Series B Preferred share
Key Terms
Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, conversion price, +1 more
5 terms
Series B Convertible Preferred Stock financial
"Each share of Series B Preferred Stock is convertible, in whole or in part, at any time..."
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.
Series D Cumulative Convertible Preferred Stock financial
"Each share of Series D Preferred Stock is convertible, in whole or in part, at any time..."
7.00% Subordinated Convertible Notes due 2031 financial
"The Issuer's 7.00% Subordinated Convertible Notes due 2031 are convertible, in whole or in part, at any time..."
conversion price financial
"at a conversion price of $2.771041 per share (9.021881 common shares for each $25.00 of principal...)"
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 financial
"disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did WHLR report involving Joseph Stilwell-linked entities?
Wheeler Real Estate reported entities associated with Joseph Stilwell sold 25,000 Series B Convertible Preferred shares on June 26, 2026 at $8.6423 each. The sales were made by Stilwell Activist Fund, L.P. and Stilwell Value Partners VII, L.P. and are reported as indirect holdings.
What price was received for the WHLR Series B Convertible Preferred Stock sold?
The filing states the 25,000 shares of Series B Convertible Preferred Stock were sold at $8.6423 per share. This price applied to both blocks: 11,105 shares from Stilwell Activist Fund, L.P. and 13,895 shares from Stilwell Value Partners VII, L.P. on June 26, 2026.
How does Joseph Stilwell report his ownership of WHLR securities?
Joseph Stilwell reports the securities as owned indirectly through partnerships such as Stilwell Activist Investments, L.P. and others, via Stilwell Value LLC. He disclaims beneficial ownership of securities held by these entities except to the extent of his pecuniary interest, according to the footnotes.
What are WHLR’s 7.00% Subordinated Convertible Notes due 2031 as described here?
The 7.00% Subordinated Convertible Notes due 2031 are convertible into Wheeler common stock at a conversion price of $2.771041 per share, or 9.021881 common shares for each $25 principal amount. The filing shows large indirect holdings of these notes with corresponding underlying common shares.