[Form 4] Wheeler Real Estate Investment Trust, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) insider Joseph Stilwell, listed as a director and 10% owner, and several affiliated investment partnerships reported changes in their holdings of the company’s preferred stock and convertible notes.
On December 10, 2025, Stilwell Activist Investments, L.P. sold 14,506 shares of Wheeler’s Series B Convertible Preferred Stock at $4.3010 per share, and Stilwell Value Partners VII, L.P. sold 13,494 Series B preferred shares at the same price. After these sales, the reporting entities still beneficially own sizable derivative positions, including 7.00% Subordinated Convertible Notes due 2031 that are convertible into common stock at a conversion price of $1.895028 per share, as well as Series B and Series D preferred shares that are also convertible into common stock under specified terms.
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
28,000 shs ($120K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series B Convertible Preferred Stock | 14,506 | $4.301 | $62K |
| Sale | Series B Convertible Preferred Stock | 13,494 | $4.301 | $58K |
| 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 — 677,978 shares (Indirect, See footnote);
7.00% Subordinated Convertible Notes due 2031 — 11,651,819 shares (Indirect, See footnote);
Series D Cumulative Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Common Stock — 57,099 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 $1.895028 per share (13.192419 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 0.00000015 shares of the Issuer's common stock (a conversion price of $170,956,800 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 December 10, 2025: (i) SAI sold 14,506 shares at $4.3010 per share, and (ii) SVP VII sold 13,494 shares at $4.3010 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 0.00000006 shares of the Issuer's common stock (a conversion price of $403,200,000 per share of common stock). Series B Preferred Stock has no expiration date.
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