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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.
On July 8 2025, Wheeler Real Estate Investment Trust, Inc. (WHLR) filed Prospectus Supplement No. 9, attaching a Current Report under Item 8.01 to update investors on Series D Preferred Stock redemptions and the conversion terms of its 7.00% Subordinated Convertible Notes due 2031 (the “Notes”).
Conversion terms: The conversion price of the Notes remains unchanged at approximately $2.82 per common share, representing about 8.87 shares of common stock for each $25 principal amount.
July 2025 redemptions: On the 22nd monthly Holder Redemption Date (July 7 2025) the Company processed 7 redemption requests, redeeming 11,490 Series D Preferred shares at roughly $41.15 per share and issuing 65,898 registered common shares to settle the $25 face value plus accrued dividends. The 10-day VWAP before the redemption date was approximately $7.17.
Cumulative progress:
- 358 redemption requests completed to date
- 1,652,493 Series D Preferred shares redeemed in aggregate
- About 301,500 common shares issued to settle all redemptions
- Outstanding as of July 7 2025: 1,160,584 common shares and 1,836,032 Series D Preferred shares
Upcoming timeline: The next redemption request deadline is July 25 2025, with the August Holder Redemption Date on August 5 2025. WHLR will continue to use registered common shares following the June 20 2025 effectiveness of its Form S-11 covering up to 100,043,323 shares.
Investors should review the risk factors in the base prospectus before making any investment decision.
Item 8.01 – Preferred redemptions and note conversion price
On 7 July 2025 Wheeler Real Estate Investment Trust (Nasdaq: WHLR) completed its 22nd monthly redemption window for its Series D Cumulative Convertible Preferred Stock. Seven holders redeemed 11,490 preferred shares at an all-in price of about $41.15 per share, which WHLR settled by issuing 65,898 common shares.
Cumulative progress
- 358 redemption requests processed to date
- 1,652,493 Series D shares redeemed in total
- ≈301,500 common shares issued in aggregate
Post-transaction share count stands at 1,160,584 common shares and 1,836,032 Series D preferred shares outstanding as of 7 July 2025.
Convertible notes
The July redemptions did not trigger an adjustment to the conversion price of WHLR’s 7.00% Subordinated Convertible Notes due 2031. The price remains $2.82 (8.87 common shares per $25 note), well below the recent 10-day VWAP of $7.17, implying probable conversion and additional dilution potential.
Future redemptions & registration
An S-11 registration statement covering up to 100,043,323 common shares became effective on 20 June 2025, enabling WHLR to satisfy all future preferred redemptions with registered stock. The next redemption cut-off is 25 July 2025, with settlement on 5 August 2025.
Investment takeaways
WHLR continues to exchange high-dividend preferred shares for equity, reducing cash dividend obligations but introducing significant dilution risk to current common shareholders. The unchanged, deeply in-the-money note conversion price compounds this overhang.
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.
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