Joseph Stilwell - Mar 13, 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 13, 2025
Transactions value $
-$20,000
Form type
4
Date filed
3/17/2025, 04:22 PM
Previous filing
Mar 12, 2025
Next filing
Mar 25, 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 13, 2025 See footnote F1
holding WHLR Common Stock 1.23K Mar 13, 2025 See footnote F2
holding WHLR Common Stock 2.32K Mar 13, 2025 See footnote F3
holding WHLR Common Stock 31 Mar 13, 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 B Convertible Preferred Stock Sale -$11.6K -2.91K -0.49% $4.00 590K Mar 13, 2025 Common Stock 0 $1,152,000.00 See footnote F1, F8, F9
transaction WHLR Series B Convertible Preferred Stock Sale -$3.25K -812 -0.95% $4.00 85K Mar 13, 2025 Common Stock 0 $1,152,000.00 See footnote F2, F8, F9
transaction WHLR Series B Convertible Preferred Stock Sale -$5.11K -1.28K -0.95% $4.00 134K Mar 13, 2025 Common Stock 0 $1,152,000.00 See footnote F3, F8, F9
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $18.3M Mar 13, 2025 Common Stock 20.1M $0.91 See footnote F1, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $2.62M Mar 13, 2025 Common Stock 2.88M $0.91 See footnote F2, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $4.13M Mar 13, 2025 Common Stock 4.52M $0.91 See footnote F3, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $240K Mar 13, 2025 Common Stock 263K $0.91 See footnote F4, F5, F6
holding WHLR Series D Cumulative Convertible Preferred Stock 82.5K Mar 13, 2025 Common Stock 4 $488,448.00 See footnote F1, F7
holding WHLR Series D Cumulative Convertible Preferred Stock 11.8K Mar 13, 2025 Common Stock 0 $488,448.00 See footnote F2, F7
holding WHLR Series D Cumulative Convertible Preferred Stock 15.1K Mar 13, 2025 Common Stock 0 $488,448.00 See footnote F3, F7
holding WHLR Series D Cumulative Convertible Preferred Stock 1.01K Mar 13, 2025 Common Stock 0 $488,448.00 See footnote F4, F7
* 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 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.
F8 This Form 4 reports the following sales of Series B Preferred Stock on March 13, 2025: (i) SAI sold 2,911 shares at $4.00 per share, (ii) SAF sold 812 shares at $4.00 per share, and (iii) SVP VII sold 1,277 shares at $4.00 per share.
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 0.000022 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.