Insider Report: Stilwell Sells Series D Shares, Holds 23M+ Convertible-Share Equivalents

Rhea-AI Filing Summary

Joseph Stilwell and affiliated entities reported multiple transactions in Wheeler Real Estate Investment Trust, Inc. The filing shows Stilwell and related funds hold large indirect positions through 7.00% Subordinated Convertible Notes due 2031 that convert at about $0.9815 per share, representing roughly 23.7 million common shares on a fully converted basis across the reporting entities. The Form 4 also records sales of Series D Cumulative Convertible Preferred Stock by three affiliated vehicles at $36.3625 per share. Stilwell remains identified as a director and a greater-than-10% owner through direct and indirect holdings.

Positive

• Continued director and >10% owner status for Joseph Stilwell and affiliated entities, indicating sustained governance influence
• Substantial economic exposure via 7.00% Subordinated Convertible Notes due 2031 convertible at ~$0.9815, representing a large potential common-equivalent position

Negative

• Sales of Series D Preferred Stock reported: SAI sold 11,995 shares, SAF sold 1,712 shares, and SVP VII sold 2,293 shares at $36.3625 per share
• Potential dilution risk from convertible notes that could convert into approximately 23.7 million common shares across reporting entities if converted

Insights

Financial Analyst

TL;DR: Large convertible-note exposure signals material voting/economic influence despite limited preferred stock sales.

The reporting group holds substantial economic exposure via convertible notes convertible at ~$0.98 per share, which equates to over 23 million potential common shares, indicating meaningful potential dilution and influence if converted. The disclosed sale of limited Series D preferred shares at $36.3625 reduces a small portion of preferred holdings but does not materially change the reporting group’s overall convertible exposure. Impact to capital structure depends on whether notes are converted or interest is paid in equity.

Corporate Governance Expert

TL;DR: Insider remains a director and 10% owner; disclosed transactions are routine but worth monitoring for governance signals.

Joseph Stilwell is reported as a director and >10% owner through direct and indirect holdings via multiple affiliated entities. The filing discloses syndicated holdings across funds and partnerships and small sales of Series D preferred shares. These transactions should be tracked for any shift in voting alignment or control, but the filing itself shows continuation of concentrated ownership rather than a change in governance control.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/16/2025

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	$0.98(5)							(5)	12/31/2031	Common Stock	17,482,442(5)(6)		$17,158,975	I	See footnote(1)
7.00% Subordinated Convertible Notes due 2031	$0.98(5)							(5)	12/31/2031	Common Stock	2,552,171(5)(6)		$2,504,950	I	See footnote(2)
7.00% Subordinated Convertible Notes due 2031	$0.98(5)							(5)	12/31/2031	Common Stock	3,949,016(5)(6)		$3,875,950	I	See footnote(3)
7.00% Subordinated Convertible Notes due 2031	$0.98(5)							(5)	12/31/2031	Common Stock	244,396(5)(6)		$239,875	I	See footnote(4)
Series D Cumulative Convertible Preferred Stock	$17,095,680(8)	09/16/2025		S			11,995(7)	(8)	(8)	Common Stock	0(8)	$36.3625	91,778	I	See footnote(1)
Series D Cumulative Convertible Preferred Stock	$17,095,680(8)	09/16/2025		S			1,712(7)	(8)	(8)	Common Stock	0(8)	$36.3625	13,175	I	See footnote(2)
Series D Cumulative Convertible Preferred Stock	$17,095,680(8)	09/16/2025		S			2,293(7)	(8)	(8)	Common Stock	0(8)	$36.3625	18,158	I	See footnote(3)
Series D Cumulative Convertible Preferred Stock	$17,095,680(8)							(8)	(8)	Common Stock	0(8)		1,360	I	See footnote(4)
Series B Convertible Preferred Stock	$40,320,000(9)							(9)	(9)	Common Stock	0(9)		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)							(9)	(9)	Common Stock	0(9)		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 $0.981498 per share (25.471281 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. This Form 4 reports the following sales of Series D Preferred Stock on September 16, 2025: (i) SAI sold 11,995 shares at $36.3625 per share, (ii) SAF sold 1,712 shares at $36.3625 per share, and (iii) SVP VII sold 2,293 shares at $36.3625 per share.

8. 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.

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	09/18/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	09/18/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.	09/18/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.	09/18/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.	09/18/2025
	/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.	09/18/2025
	** Signature of Reporting Person	Date
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FAQ

Who filed the Form 4 for Wheeler Real Estate Investment Trust (WHLR/WHLRP)?

The Form 4 was filed by Joseph Stilwell and affiliated entities including Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stilwell Associates, L.P.

How many common-share equivalents do the convertible notes represent?

The 7.00% Subordinated Convertible Notes due 2031 convert at $0.981498 per share, representing approximately 23.7 million common-share equivalents across the reporting entities (table totals shown).

What preferred-stock sales were reported in the filing?

The filing reports sales of Series D Preferred Stock: SAI sold 11,995 shares, SAF sold 1,712 shares, and SVP VII sold 2,293 shares at $36.3625 per share.

Do the Series B and Series D preferred shares convert into common stock?

Yes. Series D converts at a ratio equal to 0.000001 common shares per preferred share (implying a very high conversion price), and Series B converts at 0.0000006 common shares per preferred share, per the footnotes.

Does Joseph Stilwell claim direct beneficial ownership of all reported shares?

No. The filing discloses that many securities are owned directly by affiliated funds and indirectly by Joseph Stilwell; he disclaims beneficial ownership except to the extent of his pecuniary interest.