Wheeler (WHLR) insider adds 6,682 shares, large notes convertible
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust (WHLR): Insider Form 4 — Stilwell-affiliated reporting persons, including Joseph Stilwell, reported an acquisition of 6,682 shares of common stock on 11/05/2025. The shares were received when the company settled redemptions of Series D Preferred Stock in common stock at a redemption price of about $42.34 per preferred share, using a common stock VWAP of about $3.17 to determine share issuance.
Following the transaction, indirect beneficial ownership includes 87,843 shares (footnote (1)), plus additional indirect holdings of 8,519, 17,680, and 161 shares via affiliated entities. The filing also lists derivative positions: 7.00% Subordinated Convertible Notes due 2031 convertible at $1.742315 per share, representing underlying common stock amounts of 9,848,375, 1,437,713, 2,217,867, and 137,675 shares across entities. The reporting persons are indicated as a Director and 10% Owner.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 6,682 shares
Net Buy
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
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Series D Cumulative Convertible Preferred Stock | 500 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 6,682 | $0.00 | $0.00 |
| 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 B Convertible Preferred Stock | -- | -- | -- |
| holding | Series B Convertible Preferred Stock | -- | -- | -- |
| holding | Series B Convertible Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Series D Cumulative Convertible Preferred Stock — 91,278 shares (Indirect, See footnote);
Common Stock — 114,203 shares (Indirect, See footnote);
7.00% Subordinated Convertible Notes due 2031 — 13,641,630 shares (Indirect, See footnote);
Series B Convertible Preferred Stock — 0 shares (Indirect, See footnote)
Footnotes (10)
- 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 shares 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 shares 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 shares 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 shares reported as owned indirectly except to the extent of his pecuniary interest therein.
- F5. Represents shares of the Issuer's common stock that were acquired as a result of the Issuer settling redemption requests for the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") in shares of the Issuer's common stock. The redemption price for each share of Series D Preferred Stock was approximately $42.34 ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption date). The number of shares of common stock issued upon redemption of Series D Preferred Stock was based on a common stock price of approximately $3.17, which was the volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of common stock for the ten consecutive trading days immediately preceding, but not including, the redemption date.
- F6. 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 $1.742315 per share (14.348723 common shares for each $25.00 of principal amount of the Notes being converted).
- F7. 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.
- F8. 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 0.0000003 shares of the Issuer's common stock (a conversion price of $85,478,400 per share of common stock). Series D Preferred Stock has no expiration date.
- F9. Disposition was as a result of the redemption of Series D Preferred Stock, which was settled in shares of the Issuer's common stock at a redemption price of approximately $42.34 per share of Series D Preferred Stock ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption date).
- F10. 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 0.0000001 shares of the Issuer's common stock (a conversion price of $201,600,000 per share of common stock). Series B Preferred Stock has no expiration date.
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FAQ
What did WHLR disclose in this Form 4?
Affiliates of Joseph Stilwell reported acquiring 6,682 common shares on 11/05/2025 from the redemption of Series D Preferred Stock settled in common stock.
What is the conversion price of WHLR’s 7.00% notes?
The 7.00% Subordinated Convertible Notes due 2031 are convertible at $1.742315 per share (14.348723 common shares per $25 principal).
What are the reporting persons’ roles relative to WHLR?
The filing indicates status as a Director and a 10% Owner.