Joseph Stilwell - May 27, 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
May 27, 2025
Transactions value $
-$3,484
Form type
4
Date filed
5/29/2025, 05:26 PM
Previous filing
May 21, 2025
Next filing
May 29, 2025
SEC
View on sec.gov

Reporting Owners (6)

Name Relationship Address Signature Signature date CIK
STILWELL JOSEPH Director, 10%+ Owner 200 CALLE DEL SANTO CRISTO, SAN JUAN, PUERTO RICO /s/ Joseph Stilwell 2025-05-29 0001113303
Stilwell Value LLC 10%+ Owner 111 BROADWAY, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 2025-05-29 0001397076
Stilwell Activist Investments, L.P. 10%+ Owner 111 BROADWAY, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 2025-05-29 0001573720
Stilwell Activist Fund, L.P. 10%+ Owner 111 BROADWAY, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. 2025-05-29 0001564452
Stilwell Value Partners VII, L.P. 10%+ Owner 111 BROADWAY, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 2025-05-29 0001555931
STILWELL ASSOCIATES L P 10%+ Owner 111 BROADWAY, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. 2025-05-29 0000913960

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WHLR Common Stock 235 May 27, 2025 See footnote F1
holding WHLR Common Stock 35 May 27, 2025 See footnote F2
holding WHLR Common Stock 66 May 27, 2025 See footnote F3

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 -$3.48K -871 -0.15% $4.00 589K May 27, 2025 Common Stock 0 $40,320,000.00 See footnote F1, F8, F9
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $18.3M May 27, 2025 Common Stock 3.89M $4.70 See footnote F1, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $2.62M May 27, 2025 Common Stock 558K $4.70 See footnote F2, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $4.13M May 27, 2025 Common Stock 877K $4.70 See footnote F3, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $240K May 27, 2025 Common Stock 51K $4.70 See footnote F4, F5, F6
holding WHLR Series D Cumulative Convertible Preferred Stock 82.5K May 27, 2025 Common Stock 0 $17,095,680.00 See footnote F1, F7
holding WHLR Series D Cumulative Convertible Preferred Stock 11.8K May 27, 2025 Common Stock 0 $17,095,680.00 See footnote F2, F7
holding WHLR Series D Cumulative Convertible Preferred Stock 15.1K May 27, 2025 Common Stock 0 $17,095,680.00 See footnote F3, F7
holding WHLR Series D Cumulative Convertible Preferred Stock 1.01K May 27, 2025 Common Stock 0 $17,095,680.00 See footnote F4, F7
holding WHLR Series B Convertible Preferred Stock 85K May 27, 2025 Common Stock 0 $40,320,000.00 See footnote F2, F9
holding WHLR Series B Convertible Preferred Stock 134K May 27, 2025 Common Stock 0 $40,320,000.00 See footnote F3, F9
* 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 $4.70 per share (approximately 5.31 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 0.000001 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.
F8 This Form 4 reports the sale by SAI on May 27, 2025 of 871 shares of Series B Preferred Stock 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 0.0000006 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.