Welcome to our dedicated page for Wheeler Real Estate Invt Tr SEC filings (Ticker: WHLR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Wheeler Real Estate Investment Trust, Inc. (WHLR) filed an 8-K (Item 3.02) disclosing an unregistered equity exchange completed on 21 Jul 2025.
- The company issued 120,000 shares of common stock (par $0.01) to an unaffiliated investor.
- In return, the investor surrendered 15,000 Series B Convertible Preferred shares and 15,000 Series D Cumulative Convertible Preferred shares.
- The exchange ratio was 8 common shares for each combined 1 Series B + 1 Series D preferred share.
- Settlement occurred on 23 Jul 2025; no cash consideration changed hands.
- The surrendered preferred shares were retired and cancelled.
- The common shares were issued under the Securities Act §3(a)(9) exemption; no commissions or other remuneration were paid.
The filing reports no additional financial metrics, guidance, or operational updates.
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.