| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| STILWELL JOSEPH | Director, 10%+ Owner | 200 CALLE DEL SANTO CRISTO, SAN JUAN, PUERTO RICO | /s/ Joseph Stilwell | 2025-06-13 | 0001113303 |
| Stilwell Value LLC | 10%+ Owner | 111 BROADWAY, 12TH FLOOR, NEW YORK | /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC | 2025-06-13 | 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. | 2025-06-13 | 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. | 2025-06-13 | 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. | 2025-06-13 | 0001555931 |
| STILWELL ASSOCIATES L P | 10%+ Owner | 111 BROADWAY, 12TH FLOOR, NEW YORK | /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. | 2025-06-13 | 0000913960 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WHLR | Common Stock | Conversion of derivative security | $1.14M | +406K | +174818.97% | $2.82 | 406K | Jun 11, 2025 | See footnote | F1, F5 |
| transaction | WHLR | Common Stock | Conversion of derivative security | $120K | +42.6K | +121611.43% | $2.82 | 42.6K | Jun 11, 2025 | See footnote | F2, F5 |
| transaction | WHLR | Common Stock | Conversion of derivative security | $249K | +88.3K | +133837.88% | $2.82 | 88.4K | Jun 11, 2025 | See footnote | F3, F5 |
| holding | WHLR | Common Stock | 806 | Jun 11, 2025 | See footnote | F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WHLR | 7.00% Subordinated Convertible Notes due 2031 | Conversion of derivative security | -$1.14M | $17.2M | Jun 11, 2025 | Common Stock | 406K | $2.82 | See footnote | F1, F6, F7, F8 | |||
| transaction | WHLR | 7.00% Subordinated Convertible Notes due 2031 | Conversion of derivative security | -$120K | $2.5M | Jun 11, 2025 | Common Stock | 42.6K | $2.82 | See footnote | F2, F6, F7, F8 | |||
| transaction | WHLR | 7.00% Subordinated Convertible Notes due 2031 | Conversion of derivative security | -$249K | $3.88M | Jun 11, 2025 | Common Stock | 88.3K | $2.82 | See footnote | F3, F6, F7, F8 | |||
| transaction | WHLR | Series D Cumulative Convertible Preferred Stock | Sale | -$438K | -13.2K | -15.99% | $33.23 | 69.3K | Jun 12, 2025 | Common Stock | 0 | $17,095,680.00 | See footnote | F1, F9, F10 |
| transaction | WHLR | Series D Cumulative Convertible Preferred Stock | Sale | -$62.9K | -1.89K | -15.99% | $33.23 | 9.94K | Jun 12, 2025 | Common Stock | 0 | $17,095,680.00 | See footnote | F2, F9, F10 |
| transaction | WHLR | Series D Cumulative Convertible Preferred Stock | Sale | -$80.2K | -2.41K | -15.99% | $33.23 | 12.7K | Jun 12, 2025 | Common Stock | 0 | $17,095,680.00 | See footnote | F3, F9, F10 |
| holding | WHLR | 7.00% Subordinated Convertible Notes due 2031 | $240K | Jun 11, 2025 | Common Stock | 85.1K | $2.82 | See footnote | F4, F6, F7 | |||||
| holding | WHLR | Series D Cumulative Convertible Preferred Stock | 909 | Jun 11, 2025 | Common Stock | 0 | $17,095,680.00 | See footnote | F4, F9 | |||||
| holding | WHLR | Series B Convertible Preferred Stock | 579K | Jun 11, 2025 | Common Stock | 0 | $40,320,000.00 | See footnote | F1, F11 | |||||
| holding | WHLR | Series B Convertible Preferred Stock | 83.5K | Jun 11, 2025 | Common Stock | 0 | $40,320,000.00 | See footnote | F2, F11 | |||||
| holding | WHLR | Series B Convertible Preferred Stock | 131K | Jun 11, 2025 | Common Stock | 0 | $40,320,000.00 | See footnote | F3, F11 |
| 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 | On June 11, 2025, the Reporting Person submitted to the Issuer a notice to convert the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") into shares of the Issuer's common stock at a conversion price of $2.819312 per share (8.867413 common shares for each $25.00 of principal amount of the Notes being converted) in accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture"). |
| F6 | 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 $2.819312 per share (8.867413 common shares for each $25.00 of principal amount of the Notes being converted). |
| F7 | 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. |
| F8 | On June 11, 2025, the Reporting Person submitted to the Issuer a notice to convert the Notes into shares of the Issuer's common stock at a conversion price of $2.819312 per share (8.867413 common shares for each $25.00 of principal amount of the Notes being converted) in accordance with the terms of the Indenture. |
| F9 | 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. |
| F10 | This Form 4 reports the following sales of Series D Preferred Stock on June 12, 2025: (i) SAI sold 13,193 shares at $33.2264 per share, (ii) SAF sold 1,893 shares at $33.2264 per share, and (iii) SVP VII sold 2,414 shares at $33.2264 per share. |
| F11 | 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. |