[Form 4] Wheeler Real Estate Investment Trust, Inc Insider Trading Activity

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust (WHLR) – Form 4 filed 07/08/2025 reports insider transactions by Director and ≥10% owner Joseph Stilwell and five affiliated investment partnerships (SAI, SAF, SVP VII, SA, Stilwell Value LLC).

Key transaction – 03 July 2025

• Series B Convertible Preferred Stock: Stilwell Activist Investments, L.P. (3,151 sh) and Stilwell Value Partners VII, L.P. (715 sh) sold at $4.00 per share. Total shares sold: 3,866; total consideration: $15,464.

Current beneficial ownership (post-sale)

• Common stock (direct & indirect): 537,616 shares held through the four partnerships (SAI 405,809; SAF 42,598; SVP VII 88,403; SA 806).
• 7.00% Subordinated Convertible Notes due 2031: Principal positions that are convertible into 8,434,592 common shares at $2.8193 conversion price (SAI 6,086,228; SAF 888,497; SVP VII 1,374,785; SA 85,082).
• Series D Cumulative Convertible Preferred Stock: economic rights equivalent to 140,473 underlying common shares (notional, based on issuer conversion formula).

No common-stock sales or purchases were reported. All securities remain held indirectly through the partnerships; Stilwell disclaims beneficial ownership beyond his pecuniary interest.

Context for investors: The insider reduced a relatively small preferred-stock position (<0.1% of his overall economic exposure) while maintaining a sizeable stake in common equity and convertible notes that could materially increase common-share ownership. The filing reaffirms Stilwell’s ≥10 % ownership status and ongoing influence at WHLR.

Positive

• Substantial ongoing stake: Insider retains 537,616 common shares and convertible instruments representing up to 8.4 million additional shares.
• No sale of common stock: Transactions limited to a small preferred block, suggesting confidence in underlying equity.

Negative

• Preferred-stock divestiture: Insider and affiliates sold 3,866 Series B Preferred shares at $4.00, trimming exposure to that security.
• Potential dilution: Large volume of convertible notes could significantly expand share count if exercised.

Insights

Financial Analyst

TL;DR – Minor preferred-stock sale; core common & note positions unchanged.

The $15k sale of Series B Preferred represents a de-minimis portion of Stilwell’s WHLR exposure. He retains >8.9 million potential common shares (537k outstanding + 8.4 million via notes + 140k via Series D). The absence of common-stock sales limits negative signaling. Given the small dollar amount, I view the filing as neutral to share-price sentiment; it primarily updates ownership tables and confirms the activist’s continuing large, convertible note-driven stake.

Corporate Governance Expert

TL;DR – Disclosure confirms director’s 10 % control; influence remains intact.

Stilwell and related funds continue to be WHLR’s largest shareholders. While disposing of a tiny slice of Series B Preferred, they still command multi-class securities capable of converting into >30 % of outstanding common stock (based on current share count). Governance implications include sustained board presence and potential dilution risk for existing holders if sizeable note conversions occur. Transaction magnitude is immaterial; impact rating: neutral.

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
Estimated average burden
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)
07/03/2025

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								405,809	I	See footnote(1)
Common Stock								42,598	I	See footnote(2)
Common Stock								88,403	I	See footnote(3)
Common Stock								806	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	$2.82(5)							(5)	12/31/2031	Common Stock	6,086,228(5)(6)		$17,158,975	I	See footnote(1)
7.00% Subordinated Convertible Notes due 2031	$2.82(5)							(5)	12/31/2031	Common Stock	888,497(5)(6)		$2,504,950	I	See footnote(2)
7.00% Subordinated Convertible Notes due 2031	$2.82(5)							(5)	12/31/2031	Common Stock	1,374,785(5)(6)		$3,875,950	I	See footnote(3)
7.00% Subordinated Convertible Notes due 2031	$2.82(5)							(5)	12/31/2031	Common Stock	85,082(5)(6)		$239,875	I	See footnote(4)
Series D Cumulative Convertible Preferred Stock	$17,095,680(7)							(7)	(7)	Common Stock	0(7)		103,773	I	See footnote(1)
Series D Cumulative Convertible Preferred Stock	$17,095,680(7)							(7)	(7)	Common Stock	0(7)		14,887	I	See footnote(2)
Series D Cumulative Convertible Preferred Stock	$17,095,680(7)							(7)	(7)	Common Stock	0(7)		20,452	I	See footnote(3)
Series D Cumulative Convertible Preferred Stock	$17,095,680(7)							(7)	(7)	Common Stock	0(7)		1,361	I	See footnote(4)
Series B Convertible Preferred Stock	$40,320,000(9)	07/03/2025		S			3,151(8)	(9)	(9)	Common Stock	0(9)	$4	575,494	I	See footnote(1)
Series B Convertible Preferred Stock	$40,320,000(9)							(9)	(9)	Common Stock	0(9)		83,488	I	See footnote(2)
Series B Convertible Preferred Stock	$40,320,000(9)	07/03/2025		S			715(8)	(9)	(9)	Common Stock	0(9)	$4	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. 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 $2.819312 per share (8.867413 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 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.

7. 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 0.000001 shares of the Issuer's common stock (a conversion price of $17,095,680 per share of common stock). Series D Preferred Stock has no expiration date.

8. This Form 4 reports the following sales of Series B Preferred Stock on July 3, 2025: (i) SAI sold 3,151 shares at $4.00 per share, and (ii) SVP VII sold 715 shares at $4.00 per share.

9. 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). Series B Preferred Stock has no expiration date.

	/s/ Joseph Stilwell	07/08/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	07/08/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.	07/08/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.	07/08/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.	07/08/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.	07/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did WHLR insider Joseph Stilwell sell on 3 July 2025?

Affiliates sold 3,866 Series B Convertible Preferred shares at $4.00 each.

How many WHLR common shares does Stilwell currently control?

Post-transaction, partnerships hold 537,616 common shares directly or indirectly.

What conversion rights do Stilwell’s 7.00% notes carry?

They are convertible at $2.8193, equating to 8.867413 common shares per $25 note, or about 8.4 million shares in total for his holdings.

Does Stilwell remain a 10 % owner of Wheeler REIT?

Yes. Despite the preferred-stock sale, combined holdings keep him above the 10 % ownership threshold.

Was any common stock bought or sold in this filing?

No. The Form 4 shows no transactions involving WHLR common stock during the reported period.

Does the Series D Preferred stock have an expiration date?

No. Series D Preferred shares are perpetual and convertible into common stock at any time.