Joseph Stilwell - Dec 31, 2024 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role: Director, 10%+ Owner
Signature: /s/ Joseph Stilwell
Stock symbol: WHLR
Transactions as of: Dec 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/3/2025, 12:48 PM
Previous filing: Dec 20, 2024
Next filing: Feb 14, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WHLR	Common Stock						32.8K	Dec 31, 2024	See footnote	F1
holding	WHLR	Common Stock						4.92K	Dec 31, 2024	See footnote	F2
holding	WHLR	Common Stock						9.3K	Dec 31, 2024	See footnote	F3
holding	WHLR	Common Stock						124	Dec 31, 2024	See footnote	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Other		+46.1K	+90.88%		96.8K	Dec 31, 2024	Common Stock	9	$122,112.00	See footnote	F1, F7, F8, F9
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Other		+6.61K	+90.77%		13.9K	Dec 31, 2024	Common Stock	1	$122,112.00	See footnote	F2, F7, F8, F9
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Other		+10.4K	+141.78%		17.7K	Dec 31, 2024	Common Stock	2	$122,112.00	See footnote	F3, F7, F8, F9
transaction	WHLR	Series D Cumulative Convertible Preferred Stock	Other		+604	+149.14%		1.01K	Dec 31, 2024	Common Stock	0	$122,112.00	See footnote	F4, F7, F8, F9
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$18.3M	Dec 31, 2024	Common Stock	4.34M	$4.22	See footnote	F1, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$2.62M	Dec 31, 2024	Common Stock	622K	$4.22	See footnote	F2, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$4.13M	Dec 31, 2024	Common Stock	978K	$4.22	See footnote	F3, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$240K	Dec 31, 2024	Common Stock	56.9K	$4.22	See footnote	F4, F5, F6
holding	WHLR	Series B Convertible Preferred Stock						596K	Dec 31, 2024	Common Stock	51	$288,000.00	See footnote	F1, F10
holding	WHLR	Series B Convertible Preferred Stock						85.8K	Dec 31, 2024	Common Stock	7	$288,000.00	See footnote	F2, F10
holding	WHLR	Series B Convertible Preferred Stock						135K	Dec 31, 2024	Common Stock	11	$288,000.00	See footnote	F3, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 approximately $4.22 per share (approximately 5.93 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 November 20, 2024, the Issuer determined that interest on the Notes payable on December 31, 2024, would be paid in the form of Series D Preferred Stock. On December 31, 2024, 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 0.000205 shares of the Issuer's common stock (a conversion price of $122,112 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 December 31, 2024, was determined based on a per share value of $13.8953375, 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	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 0.000087 shares of the Issuer's common stock (a conversion price of $288,000 per share of common stock). Series B Preferred Stock has no expiration date.