Home/Filings/4/0001213900-25-107765

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Stilwell Associates, L.P. 4

Accession 0001213900-25-107765

CIK 0001527541other

View on SEC.gov Company Profile

Filed

Nov 6, 7:00 PM ET

Accepted

Nov 7, 6:58 PM ET

Size

37.5 KB

Accession

0001213900-25-107765

Insider Transaction Report

Form 4

Period: 2025-11-05

Wheeler Real Estate Investment Trust, Inc.WHLR

Stilwell Activist Fund, L.P.

10% Owner

Transactions

Award
Common Stock
2025-11-05+6,682→ 87,843 total(indirect: See footnote)
Disposition to Issuer
Series D Cumulative Convertible Preferred Stock
2025-11-05−500→ 91,278 total(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)

Holdings

Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (2,217,867 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (137,675 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
8,519

Stilwell Associates, L.P.

10% Owner

Transactions

Disposition to Issuer
Series D Cumulative Convertible Preferred Stock
2025-11-05−500→ 91,278 total(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
Award
Common Stock
2025-11-05+6,682→ 87,843 total(indirect: See footnote)

Holdings

Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (137,675 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (2,217,867 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484

Stilwell Joseph

Director10% Owner

Transactions

Award
Common Stock
2025-11-05+6,682→ 87,843 total(indirect: See footnote)
Disposition to Issuer
Series D Cumulative Convertible Preferred Stock
2025-11-05−500→ 91,278 total(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)

Holdings

Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (137,675 underlying)
Common Stock
(indirect: See footnote)
17,680
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (2,217,867 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488

Stilwell Value LLC

10% Owner

Transactions

Award
Common Stock
2025-11-05+6,682→ 87,843 total(indirect: See footnote)
Disposition to Issuer
Series D Cumulative Convertible Preferred Stock
2025-11-05−500→ 91,278 total(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)

Holdings

7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (2,217,867 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (137,675 underlying)
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484

Stilwell Activist Investments, L.P.

10% Owner

Transactions

Disposition to Issuer
Series D Cumulative Convertible Preferred Stock
2025-11-05−500→ 91,278 total(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
Award
Common Stock
2025-11-05+6,682→ 87,843 total(indirect: See footnote)

Holdings

Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (137,675 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484
Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
17,680
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (2,217,867 underlying)

Stilwell Value Partners VII, L.P.

10% Owner

Transactions

Award
Common Stock
2025-11-05+6,682→ 87,843 total(indirect: See footnote)
Disposition to Issuer
Series D Cumulative Convertible Preferred Stock
2025-11-05−500→ 91,278 total(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)

Holdings

Common Stock
(indirect: See footnote)
8,519
Common Stock
(indirect: See footnote)
161
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (9,848,375 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (1,437,713 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (2,217,867 underlying)
7.00% Subordinated Convertible Notes due 2031
(indirect: See footnote)
Exercise: $1.74Exp: 2031-12-31→ Common Stock (137,675 underlying)
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
13,175
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
18,158
Series D Cumulative Convertible Preferred Stock
(indirect: See footnote)
Exercise: $85478400.00→ Common Stock (0 underlying)
1,360
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
575,494
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
83,488
Common Stock
(indirect: See footnote)
17,680
Series B Convertible Preferred Stock
(indirect: See footnote)
Exercise: $201600000.00→ Common Stock (0 underlying)
130,484

Footnotes (10)

[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.
[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 0.0000001 shares of the Issuer's common stock (a conversion price of $201,600,000 per share of common stock). Series B Preferred Stock has no expiration date.
[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]Represents shares of the Issuer's common stock that were acquired as a result of the Issuer settling redemption requests for the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") in shares of the Issuer's common stock. The redemption price for each share of Series D Preferred Stock was approximately $42.34 ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption date). The number of shares of common stock issued upon redemption of Series D Preferred Stock was based on a common stock price of approximately $3.17, which was the volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of common stock for the ten consecutive trading days immediately preceding, but not including, the redemption date.
[F6]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 $1.742315 per share (14.348723 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 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.
[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 0.0000003 shares of the Issuer's common stock (a conversion price of $85,478,400 per share of common stock). Series D Preferred Stock has no expiration date.
[F9]Disposition was as a result of the redemption of Series D Preferred Stock, which was settled in shares of the Issuer's common stock at a redemption price of approximately $42.34 per share of Series D Preferred Stock ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption date).

Documents

1 file

4
ownership.xmlPrimary

Issuer

Wheeler Real Estate Investment Trust, Inc.

CIK 0001527541

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0000913960

Filing Metadata

Form type: 4
Filed: Nov 6, 7:00 PM ET
Accepted: Nov 7, 6:58 PM ET
Size: 37.5 KB

View on SEC.gov