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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series D Cumulative Convertible Preferred Stock | 11,995 | $36.3625 | $436K |
| Sale | Series D Cumulative Convertible Preferred Stock | 1,712 | $36.3625 | $62K |
| Sale | Series D Cumulative Convertible Preferred Stock | 2,293 | $36.3625 | $83K |
| 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 D Cumulative Convertible Preferred Stock | -- | -- | -- |
| 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 | -- | -- | -- |
Footnotes (9)
- 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 shares 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 shares 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 shares 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 shares 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 $0.981498 per share (25.471281 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. 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.
- 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 0.000001 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.
- F9. 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
