Wheeler REIT Form 4: Insider Receives Stock Instead of Cash Interest

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust (WHLR) filed a Form 4 showing one reportable transaction by Chief Executive Officer M. Andrew Franklin on 30 June 2025. In lieu of a cash coupon on the 7.00% Senior Subordinated Convertible Notes due 2031, the company issued 50 shares of Series D Cumulative Convertible Preferred Stock to the CEO (transaction code J, non-open-market). The per-share value used to calculate the interest payment was $18.58379, in line with the Indenture’s volume-weighted formula.

After the transaction, the CEO’s derivative position comprises:

• 555 Series D preferred shares (no expiration; convertible at an effective price of $17,095,680 per common share—economically non-dilutive).
• 1,223 Series B preferred shares (convertible at $40,320,000 per common share—also non-dilutive).
• Notes with principal convertible into approximately 9,479 common shares at $2.82 per share.

The transaction marginally increases preferred equity outstanding but involves a de-minimis dollar amount and does not alter common-share dilution dynamics. Overall impact on WHLR’s capital structure and insider ownership is negligible.

Positive

• CEO’s preferred share holdings increased, modestly aligning insider interests with investors.

Negative

• Interest settled in preferred equity slightly increases share count and signals preference to conserve cash, introducing marginal dilution risk.

Insights

Securities Analyst

TL;DR Neutral: small, non-cash interest payment to CEO; negligible dilution and limited signalling value.

The Form 4 reflects a routine interest-in-kind settlement permitted under the 7% subordinated note Indenture. Only 50 Series D preferred shares were issued, raising the CEO’s holdings to 555 units—an immaterial amount relative to WHLR’s capital base. Both Series D and Series B conversion prices are set at levels that effectively preclude conversion, so the added shares do not create realistic dilution for common shareholders. While paying interest in equity preserves cash, it is an option already embedded in the security, so it does not, on its own, indicate stress. From a governance perspective, insider ownership increments are positive but too small to influence incentives. I view the filing as non-impactful for valuation or risk models.

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

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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^*

Franklin Michael Andrew

(Last) (First) (Middle)

2529 VIRGINIA BEACH BLVD

(Street)

VIRGINIA BEACH VA 23452

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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

X	Form filed by One Reporting Person
	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

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
Series D Cumulative Convertible Preferred Stock	$17,095,680(1)	06/30/2025		J		50(2)		(1)	(3)	Common Stock	0(1)	(4)	555	D
7.00% Senior Subordinated Convertible Notes due 2031	$2.82(5)							(5)	12/31/2031	Common Stock	9,479(5)(6)		$26,725	D
Series B Convertible Preferred Stock	$40,320,000(7)							(7)	(8)	Common Stock	0(7)		1,223	D

Explanation of Responses:

1. Each share of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000001 shares of the Issuer's common stock (a conversion price of $17,095,680 per share of common stock).

2. As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 22, 2025, the Issuer determined that interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") payable on June 30, 2025, would be paid in the form of Series D Preferred Stock. On June 30, 2025, the Issuer issued shares of the Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").

3. Series D Preferred Stock has no expiration date.

4. In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2025, was determined based on a per share value of $18.58379, calculated as the product of (x) the average of the per share volume-weighted average prices for Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.

5. 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 approximately $2.82 per share (approximately 8.87 common shares for each $25.00 of principal amount of the Notes being converted).

6. 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.

7. 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 0.0000006 shares of the Issuer's common stock (a conversion price of $40,320,000 per share of common stock).

8. The Series B Preferred Stock has no expiration date.

Remarks:

	/s/ M. Andrew Franklin	07/02/2025
	** Signature of Reporting Person	Date
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FAQ

What did WHLR disclose in the latest Form 4?

The CEO received 50 Series D preferred shares as interest payment on 7% convertible notes on 30 June 2025.

How many Series D preferred shares does the CEO now own?

After the transaction, he owns 555 Series D preferred shares.

Are the new preferred shares convertible into WHLR common stock?

Yes, but at an impractical conversion price of $17,095,680 per common share, making conversion highly unlikely.

What is the conversion price of the 7% subordinated notes held by the CEO?

The notes convert at approximately $2.82 per common share, equating to about 8.87 shares for each $25 note.

Does the interest-in-kind payment materially dilute WHLR shareholders?

Dilution is negligible because only 50 preferred shares were issued and their conversion terms are prohibitive.