Wheeler REIT (NASDAQ: WHLR) pays 7% note interest in Series D stock
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. reported that investment entities associated with director and ten percent owner Joseph Stilwell adjusted their positions in preferred securities and convertible notes. The filing shows indirect holdings through several Stilwell-managed limited partnerships, with Stilwell disclaiming beneficial ownership except for his pecuniary interest.
On June 30, 2026, Stilwell Value Partners VII, L.P. sold 1,103 shares of the company’s Series D Cumulative Convertible Preferred Stock at $36.00 per share, while continuing to hold additional Series D shares. On the same date, the issuer paid interest on its 7.00% Subordinated Convertible Notes due 2031 in the form of Series D Preferred Stock, increasing the indirect Series D holdings of several Stilwell entities.
The notes are convertible into common stock at a conversion price of $2.771041 per share, and Series D Preferred Stock is itself convertible into common stock at a very high stated conversion price, with no expiration date. Overall, the Form 4 reflects a modest net sale alongside ongoing, sizable indirect positions in the company’s preferred stock and convertible notes.
Positive
- None.
Negative
- None.
Insider Trade Summary
16 transactions reported
Mixed
16 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
Sold
1,103 shs ($40K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series D Cumulative Convertible Preferred Stock | 29,011 | $0.00 | $0.00 |
| Other | Series D Cumulative Convertible Preferred Stock | 4,235 | $0.00 | $0.00 |
| Other | Series D Cumulative Convertible Preferred Stock | 3,152 | $0.00 | $0.00 |
| Sale | Series D Cumulative Convertible Preferred Stock | 1,103 | $36.00 | $40K |
| Other | Series D Cumulative Convertible Preferred Stock | 933 | $0.00 | $0.00 |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
| 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:
Series D Cumulative Convertible Preferred Stock — 182,368 shares (Indirect, See footnote);
7.00% Subordinated Convertible Notes due 2031 — 7,810,430 shares (Indirect, See footnote);
Series B Convertible Preferred Stock — 0 shares (Indirect, See footnote);
Common Stock — 1,583 shares (Indirect, See footnote)
Footnotes (11)
- 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 $2.771041 per share (9.021881 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. 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.
- F7. As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 20, 2026, the Issuer determined that interest on the Notes payable on June 30, 2026, would be paid in the form of Series D Preferred Stock. On June 30, 2026, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").
- F8. 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 0.000000004 shares of the Issuer's common stock (a conversion price of $6,154,444,800 per share of common stock). Series D Preferred Stock has no expiration date.
- F9. In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2026, was determined based on a per share value of $20.698249, calculated as the product of (x) the average of the per share volume-weighted average prices for Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.
- F10. This Form 4 reports the sale by SVP VII on June 30, 2026 of 1,103 shares of Series D Preferred Stock at $36.00 per share.
- F11. 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 0.000000002 shares of the Issuer's common stock (a conversion price of $14,515,200,000 per share of common stock). Series B Preferred Stock has no expiration date.
Key Figures
Series D sale: 1,103 shares at $36.00
Series D remaining: 21,148 shares
Notes conversion price: $2.771041 per share
+4 more
7 metrics
Series D sale
1,103 shares at $36.00
Series D Cumulative Convertible Preferred Stock sold on June 30, 2026
Series D remaining
21,148 shares
Series D Preferred Stock held indirectly after sale on June 30, 2026
Notes conversion price
$2.771041 per share
7.00% Subordinated Convertible Notes due 2031 conversion price to common stock
Notes conversion ratio
9.021881 shares per $25
Common shares per $25 principal of 7.00% Subordinated Convertible Notes due 2031
Series D interest value
$20.698249 per share
Per-share value used to calculate Series D paid as interest on June 30, 2026
Series D conversion price
$6,154,444,800 per share
Implied common stock price for Series D conversion; 0.000000004 common shares per preferred
Restructuring-related Series D
37,331 shares
Shares in J-code other acquisition or disposition transactions summarized in filing
Key Terms
Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, conversion price, pecuniary interest, +1 more
5 terms
Series D Cumulative Convertible Preferred Stock financial
"On June 30, 2026, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest"
7.00% Subordinated Convertible Notes due 2031 financial
"The Issuer's 7.00% Subordinated Convertible Notes due 2031 are convertible, in whole or in part, at any time"
conversion price financial
"are convertible into shares of the Issuer's common stock at a conversion price of $2.771041 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.
pecuniary interest financial
"Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein"
Indenture financial
"in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
