Joseph Stilwell - Mar 10, 2025 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
Mar 10, 2025
Transactions value $
-$588,323
Form type
4
Date filed
3/12/2025, 04:25 PM
Previous filing
Mar 7, 2025
Next filing
Mar 12, 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 8.19K Mar 10, 2025 See footnote F1
holding WHLR Common Stock 1.23K Mar 10, 2025 See footnote F2
holding WHLR Common Stock 2.32K Mar 10, 2025 See footnote F3
holding WHLR Common Stock 31 Mar 10, 2025 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 Sale -$432K -14.3K -14.79% $30.17 82.5K Mar 10, 2025 Common Stock 0 $488,448.00 See footnote F1, F7, F8
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale -$62K -2.06K -14.79% $30.17 11.8K Mar 10, 2025 Common Stock 0 $488,448.00 See footnote F2, F7, F8
transaction WHLR Series D Cumulative Convertible Preferred Stock Sale -$79.1K -2.62K -14.79% $30.17 15.1K Mar 10, 2025 Common Stock 0 $488,448.00 See footnote F3, F7, F8
transaction WHLR Series B Convertible Preferred Stock Sale -$15K -3.71K -0.62% $4.05 593K Mar 10, 2025 Common Stock 0 $1,152,000.00 See footnote F1, F9, F10
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $18.3M Mar 10, 2025 Common Stock 20.1M $0.91 See footnote F1, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $2.62M Mar 10, 2025 Common Stock 2.88M $0.91 See footnote F2, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $4.13M Mar 10, 2025 Common Stock 4.52M $0.91 See footnote F3, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $240K Mar 10, 2025 Common Stock 263K $0.91 See footnote F4, F5, F6
holding WHLR Series D Cumulative Convertible Preferred Stock 1.01K Mar 10, 2025 Common Stock 0 $488,448.00 See footnote F4, F8
holding WHLR Series B Convertible Preferred Stock 85.8K Mar 10, 2025 Common Stock 1 $1,152,000.00 See footnote F2, F10
holding WHLR Series B Convertible Preferred Stock 135K Mar 10, 2025 Common Stock 2 $1,152,000.00 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 $0.91 per share (approximately 27.41 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 March 10, 2025: (i) SAI sold 14,324 shares at $30.1741 per share, (ii) SAF sold 2,055 shares at $30.1741 per share, and (iii) SVP VII sold 2,621 shares at $30.1741 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 0.000051 shares of the Issuer's common stock (a conversion price of $488,448 per share of common stock). Series D Preferred Stock has no expiration date.
F9 This Form 4 reports the sale by SAI on March 10, 2025 of 3,708 shares of Series B Preferred Stock at $4.0495 per share.
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 0.000022 shares of the Issuer's common stock (a conversion price of $1,152,000 per share of common stock). Series B Preferred Stock has no expiration date.