Wheeler REIT (WHLR) Stilwell funds trade 7% convertible notes due 2031
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. insider entities reported indirect trades in the company’s 7.00% Subordinated Convertible Notes due 2031. Partnerships associated with Joseph Stilwell executed one open-market purchase and one open-market sale of these notes on June 3, 2026, as indirect holdings.
The notes are convertible into common stock at a conversion price of $1.026988 per share, or 24.343042 common shares for each $25.00 of principal amount. The filing also shows indirect holdings of these notes that are convertible into 2,439,124 and 16,708,065 shares of common stock through different entities. Stilwell disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest.
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
Bought
0 shs ($0.00)
Sold
0 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | 7.00% Subordinated Convertible Notes due 2031 | 0 | $3,506,250.00 | $0.00 |
| Purchase | 7.00% Subordinated Convertible Notes due 2031 | 0 | $2,062,492.50 | $0.00 |
| 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 | Series B Convertible Preferred Stock | -- | -- | -- |
| holding | Series B Convertible Preferred Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
7.00% Subordinated Convertible Notes due 2031 — 19,147,189 shares (Indirect, See footnote);
Series D Cumulative Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Series B Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Common Stock — 6,341 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 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 $1.026988 per share (24.343042 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.
- F7. The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $82.50 per $25.00 of aggregate principal amount.
- F8. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $82.4997 per $25.00 of aggregate principal amount.
- F9. 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 0.00000002 shares of the Issuer's common stock (a conversion price of $1,538,611,200 per share of common stock). Series D Preferred Stock has no expiration 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 0.00000001 shares of the Issuer's common stock (a conversion price of $3,628,800,000 per share of common stock). Series B Preferred Stock has no expiration date.
Key Figures
Conversion price: $1.026988 per share
Share ratio per note principal: 24.343042 shares per $25.00
Remaining underlying shares (position 1): 2,439,124 shares
+6 more
9 metrics
Conversion price
$1.026988 per share
7.00% Subordinated Convertible Notes due 2031
Share ratio per note principal
24.343042 shares per $25.00
Common shares received per $25 note principal converted
Remaining underlying shares (position 1)
2,439,124 shares
Common stock underlying 7.00% notes, indirect holding
Remaining underlying shares (position 2)
16,708,065 shares
Common stock underlying 7.00% notes, indirect holding
Coupon rate
7.00%
Subordinated Convertible Notes due 2031
Notes sale price
$82.50 per $25.00 principal
Price for notes sold in open-market or private transaction
Notes purchase price
$82.4997 per $25.00 principal
Price for notes purchased in open-market or private transaction
Underlying shares bought
608,576 shares
Common stock underlying purchased 7.00% notes
Underlying shares sold
1,034,579 shares
Common stock underlying sold 7.00% notes
Key Terms
7.00% Subordinated Convertible Notes due 2031, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, conversion price, +2 more
6 terms
7.00% Subordinated Convertible Notes due 2031 financial
"The Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time"
Series B Convertible Preferred Stock financial
"shares of the Issuer's Series B Convertible Preferred Stock ("Series B Preferred Stock")"
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
"shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock")"
conversion price financial
"at a conversion price of $1.026988 per share (24.343042 common shares for each $25.00 of principal amount)"
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
"Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of all securities reported as owned indirectly"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity did WHLR report for Joseph Stilwell-linked entities?
The filing shows one open-market purchase and one open-market sale of 7.00% Subordinated Convertible Notes due 2031 by entities associated with Joseph Stilwell. All positions are reported as indirect, with Stilwell disclaiming beneficial ownership beyond his pecuniary interest.
How are WHLR’s 7.00% Subordinated Convertible Notes due 2031 structured?
The 7.00% Subordinated Convertible Notes due 2031 pay 7% interest and are convertible into common stock at a conversion price of $1.026988 per share, or 24.343042 common shares for each $25.00 of principal amount converted.
At what prices were WHLR’s convertible notes bought and sold?
According to the footnotes, the notes sold were priced at $82.50 per $25.00 of aggregate principal amount, while the notes purchased were priced at $82.4997 per $25.00 of aggregate principal amount, reflecting closely matched sale and purchase prices.
What indirect holdings in WHLR convertible notes remain after these transactions?
The filing lists indirect holdings of 7.00% Subordinated Convertible Notes due 2031 that are convertible into 2,439,124 shares of common stock for one position and 16,708,065 shares for another, both reported as indirectly owned through affiliated entities.
How does Joseph Stilwell report ownership of WHLR securities in this Form 4?
Securities are owned directly by several Stilwell-related limited partnerships and indirectly by Joseph Stilwell through Stilwell Value LLC as general partner. He disclaims beneficial ownership of all indirectly held securities except to the extent of his pecuniary interest in those entities.
What are WHLR’s Series B and Series D preferred stock conversion terms?
Each Series B Convertible Preferred share is convertible into 0.00000001 common shares, implying a $3,628,800,000 conversion price per common share. Each Series D Cumulative Convertible Preferred share converts into 0.00000002 common shares, implying a $1,538,611,200 conversion price per common share.