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.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stilwell Joseph

(Last) (First) (Middle)

200 CALLE DEL

SANTO CRISTO

(Street)

SAN JUAN PR 00901

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock	11/05/2025		A		6,682	A	(5)	87,843	I	See footnote(1)
Common Stock								8,519	I	See footnote(2)
Common Stock								17,680	I	See footnote(3)
Common Stock								161	I	See footnote(4)

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
7.00% Subordinated Convertible Notes due 2031	$1.74(6)							(6)	12/31/2031	Common Stock	9,848,375(6)(7)		$17,158,975	I	See footnote(1)
7.00% Subordinated Convertible Notes due 2031	$1.74(6)							(6)	12/31/2031	Common Stock	1,437,713(6)(7)		$2,504,950	I	See footnote(2)
7.00% Subordinated Convertible Notes due 2031	$1.74(6)							(6)	12/31/2031	Common Stock	2,217,867(6)(7)		$3,864,225	I	See footnote(3)
7.00% Subordinated Convertible Notes due 2031	$1.74(6)							(6)	12/31/2031	Common Stock	137,675(6)(7)		$239,875	I	See footnote(4)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)	11/05/2025		D			500(9)	(8)	(8)	Common Stock	0(8)	(9)	91,278	I	See footnote(1)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)							(8)	(8)	Common Stock	0(8)		13,175	I	See footnote(2)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)							(8)	(8)	Common Stock	0(8)		18,158	I	See footnote(3)
Series D Cumulative Convertible Preferred Stock	$85,478,400(8)							(8)	(8)	Common Stock	0(8)		1,360	I	See footnote(4)
Series B Convertible Preferred Stock	$201,600,000(10)							(10)	(10)	Common Stock	0(10)		575,494	I	See footnote(1)
Series B Convertible Preferred Stock	$201,600,000(10)							(10)	(10)	Common Stock	0(10)		83,488	I	See footnote(2)
Series B Convertible Preferred Stock	$201,600,000(10)							(10)	(10)	Common Stock	0(10)		130,484	I	See footnote(3)

1. Name and Address of Reporting Person^*

Stilwell Joseph

(Last) (First) (Middle)

200 CALLE DEL

SANTO CRISTO

(Street)

SAN JUAN PR 00901

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Value LLC

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Activist Investments, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Activist Fund, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Value Partners VII, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Associates, L.P.

(Last) (First) (Middle)

111 BROADWAY,

12TH FLOOR

(Street)

NEW YORK NY 10006

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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).

7. 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.

8. 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.

9. 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).

10. 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.

	/s/ Joseph Stilwell	11/07/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	11/07/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.	11/07/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.	11/07/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.	11/07/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.	11/07/2025
	** 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 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.

How was the number of WHLR common shares determined for the redemption?

Based on a common stock VWAP of about $3.17; the redemption price was about $42.34 per redeemed Series D Preferred share.

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).

How many WHLR shares are underlying the convertible notes held by the reporting persons?

Underlying amounts listed include 9,848,375, 1,437,713, 2,217,867, and 137,675 shares across affiliated entities.

What are the reporting persons’ roles relative to WHLR?

The filing indicates status as a Director and a 10% Owner.

What were the indirect common share holdings after the reported transaction?

Indirect holdings include 87,843 shares (footnote (1)) and additional 8,519, 17,680, and 161 shares via other affiliates.

What happened to some Series D Preferred shares on 11/05/2025?

A disposition occurred due to redemption of Series D Preferred Stock, settled in WHLR common shares at about $42.34 per preferred share.