Wheeler agrees to issue 142,015 shares in exchange
The preferred-stock exchanges were structured without cash proceeds to Wheeler Real Estate Investment Trust.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. (WHLR) agreed to issue 142,015 common shares to Stilwell Activist Investments, L.P. for 26,897 Series B and 6,801 Series D preferred shares, and 19,685 common shares to Stilwell Activist Fund, L.P. for 3,903 Series B and 899 Series D shares, on September 30, 2026. Wheeler stated it received no cash proceeds in either exchange.
Separately, Stilwell Activist Investments sold 5 common shares at $3.03 per share. Note transactions were reported at aggregate prices of $1,287,410 for Stilwell Activist Investments’ purchase, $246,925 for Stilwell Associates, L.P.’s purchase, and $2,725,865 for Stilwell Value Partners VII, L.P.’s sale; each was priced at $85.00 per $25.00 of aggregate principal amount. The notes convert at $4.84648 per common share; a reported Stilwell Activist Fund note holding represents 516,859 underlying common shares as of September 30, 2026.
Insider Trade Summary
Net Seller: 5 shares
Net Sell
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
Sold
5 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | 7.00% Subordinated Convertible Notes due 2031 F8, F10, F9, F1 | -- | $1,287,410.00 | -- |
| Sale | 7.00% Subordinated Convertible Notes due 2031 F8, F11, F9, F3 | -- | $2,725,865.00 as filed | -- |
| Purchase | 7.00% Subordinated Convertible Notes due 2031 F8, F12, F9, F4 | -- | $246,925.00 | -- |
| Disposition | Series D Cumulative Convertible Preferred Stock F13, F14, F1 | 6,801 | -- | -- |
| Disposition | Series D Cumulative Convertible Preferred Stock F13, F15, F2 | 899 | -- | -- |
| Disposition | Series B Preferred Stock F16, F17, F1 | 26,897 | -- | -- |
| Disposition | Series B Preferred Stock F16, F18, F2 | 3,903 | -- | -- |
| Grant/Award | Common Stock F5, F1 | 142,015 | -- | -- |
| Sale | Common Stock F6, F1 | 5 | $3.03 | $15.15 |
| Grant/Award | Common Stock F7, F2 | 19,685 | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 F8, F9, F2 | -- | -- | -- |
| holding | Series D Cumulative Convertible Preferred Stock F13, F3 | -- | -- | -- |
| holding | Series B Preferred Stock F16, F3 | -- | -- | -- |
| holding | Common Stock F3 | -- | -- | -- |
| holding | Common Stock F4 | -- | -- | -- |
- Price shown as filed: $2,725,865.00 per share is far above the $3.25 close on Sep 30, 2026, so no transaction value is shown.
Holdings After Transaction:
7.00% Subordinated Convertible Notes due 2031 — 516,859 contracts (Indirect, See footnote);
Series D Cumulative Convertible Preferred Stock — 160,138 contracts for 0 underlying shares (Indirect, See footnote);
Series B Preferred Stock — 621,546 contracts for 0 underlying shares (Indirect, See footnote);
Common Stock — 143,799 shares (Indirect, See footnote)
Footnotes (18)
- 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. On September 30, 2026, the Issuer agreed to issue to SAI 142,015 shares of the Issuer's common stock ("Common Stock") in exchange for 26,897 shares of the Issuer's Series B Preferred Stock ("Series B Preferred Stock") and 6,801 shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") held by SAI (the "Third SAI Exchange"). The Issuer did not receive any cash proceeds in the Third SAI Exchange.
- F6. This Form 4 reports the sale by SAI on September 30, 2026 of 5 shares of Common Stock at $3.03 per share.
- F7. On September 30, 2026, the Issuer agreed to issue to SAF 19,685 shares of Common Stock in exchange for 3,903 shares of Series B Preferred Stock and 899 shares of Series D Preferred Stock held by SAF (the "Third SAF Exchange"). The Issuer did not receive any cash proceeds in the Third SAF Exchange.
- F8. 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 Common Stock at a conversion price of $4.84648 per share (5.158382 common shares for each $25.00 of principal amount of the Notes being converted).
- F9. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of Series B Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the Notes.
- F10. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $85.00 per $25.00 of aggregate principal amount.
- F11. The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $85.00 per $25.00 of aggregate principal amount.
- F12. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $85.00 per $25.00 of aggregate principal amount.
- F13. 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 0.00000000002 shares of Common Stock (a conversion price of $1,107,800,064,000 per share of Common Stock). Series D Preferred Stock has no expiration date.
- F14. The preferred stock disposition was pursuant to the Third SAI Exchange.
- F15. The preferred stock disposition was pursuant to the Third SAF Exchange.
- F16. 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 0.000000000001 shares of Common Stock (a conversion price of $2,612,736,000,000 per share of Common Stock). Series B Preferred Stock has no expiration date.
- F17. The preferred stock disposition was pursuant to the Third SAI Exchange.
- F18. The preferred stock disposition was pursuant to the Third SAF Exchange.
Key Figures
Common shares Wheeler agreed to issue to Stilwell Activist Investments: 142,015 shares
Common shares Wheeler agreed to issue to Stilwell Activist Fund: 19,685 shares
Common shares sold and price: 5 shares at $3.03 per share
+5 more
8 metrics
Common shares Wheeler agreed to issue to Stilwell Activist Investments
142,015 shares
Exchange dated September 30, 2026
Common shares Wheeler agreed to issue to Stilwell Activist Fund
19,685 shares
Exchange dated September 30, 2026
Common shares sold and price
5 shares at $3.03 per share
Stilwell Activist Investments sale on September 30, 2026
Aggregate price reported for notes purchased by Stilwell Activist Investments
$1,287,410
September 30, 2026 transaction
Aggregate price reported for notes purchased by Stilwell Associates
$246,925
September 30, 2026 transaction
Aggregate price reported for notes sold by Stilwell Value Partners VII
$2,725,865
September 30, 2026 transaction
Common shares underlying Stilwell Activist Fund's reported note holding
516,859 shares
As of September 30, 2026
Notes conversion price
$4.84648 per common share
7.00% Subordinated Convertible Notes due 2031
Key Terms
7.00% Subordinated Convertible Notes due 2031, aggregate principal amount, conversion price, Third SAI Exchange, +1 more
5 terms
7.00% Subordinated Convertible Notes due 2031 financial
"The Issuer's 7.00% Subordinated Convertible Notes due 2031"
aggregate principal amount financial
"$85.00 per $25.00 of aggregate principal amount of the Notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
conversion price financial
"a conversion price of $4.84648 per share"
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.
Third SAI Exchange financial
"the Third SAI Exchange"
Series D Cumulative Convertible Preferred Stock financial
"Series D Cumulative Convertible Preferred Stock"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the conversion terms for WHLR's 7.00% subordinated convertible notes?
The notes are convertible, in whole or in part, at any time at the holders’ option, at $4.84648 per common share, or 5.158382 common shares for each $25.00 of principal amount. Interest may be paid, at Wheeler’s election, in cash, Series B Preferred Stock, or Series D Preferred Stock. The reported expiration date is December 31, 2031.
AI-generated analysis. How Rhea-AI works. Not financial advice.
