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Stilwell Associates, L.P. 4

Accession 0001213900-25-121055

CIK 0001527541other
View on SEC.govCompany Profile

Filed

Dec 11, 7:00 PM ET

Accepted

Dec 12, 12:33 PM ET

Size

36.6 KB

Accession

0001213900-25-121055

Insider Transaction Report

Form 4
Period: 2025-12-10
Wheeler Real Estate Investment Trust, Inc.WHLR
Stilwell Joseph
Director10% Owner
Transactions
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−14,506$62,390→ 560,988 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−13,494$58,038→ 116,990 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
Holdings

  • Common Stock

    (indirect: See footnote)
    43,920

  • Common Stock

    (indirect: See footnote)
    4,259

  • Common Stock

    (indirect: See footnote)
    8,840

  • Common Stock

    (indirect: See footnote)
    80

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (9,054,735 underlying)

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    91,278

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    13,175

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    18,158

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    1,360

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488
Stilwell Value LLC
10% Owner
Transactions
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−14,506$62,390→ 560,988 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−13,494$58,038→ 116,990 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
Holdings

  • Common Stock

    (indirect: See footnote)
    43,920

  • Common Stock

    (indirect: See footnote)
    4,259

  • Common Stock

    (indirect: See footnote)
    8,840

  • Common Stock

    (indirect: See footnote)
    80

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (9,054,735 underlying)

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    91,278

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    13,175

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    18,158

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    1,360

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488
Stilwell Activist Investments, L.P.
10% Owner
Transactions
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−14,506$62,390→ 560,988 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−13,494$58,038→ 116,990 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
Holdings

  • Common Stock

    (indirect: See footnote)
    43,920

  • Common Stock

    (indirect: See footnote)
    4,259

  • Common Stock

    (indirect: See footnote)
    8,840

  • Common Stock

    (indirect: See footnote)
    80

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (9,054,735 underlying)

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    91,278

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    13,175

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    18,158

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    1,360

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488
Stilwell Activist Fund, L.P.
10% Owner
Transactions
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−14,506$62,390→ 560,988 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−13,494$58,038→ 116,990 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
Holdings

  • Common Stock

    (indirect: See footnote)
    43,920

  • Common Stock

    (indirect: See footnote)
    4,259

  • Common Stock

    (indirect: See footnote)
    8,840

  • Common Stock

    (indirect: See footnote)
    80

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (9,054,735 underlying)

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    91,278

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    13,175

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    18,158

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    1,360

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488
Stilwell Value Partners VII, L.P.
10% Owner
Transactions
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−14,506$62,390→ 560,988 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−13,494$58,038→ 116,990 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
Holdings

  • Common Stock

    (indirect: See footnote)
    43,920

  • Common Stock

    (indirect: See footnote)
    4,259

  • Common Stock

    (indirect: See footnote)
    8,840

  • Common Stock

    (indirect: See footnote)
    80

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (9,054,735 underlying)

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    91,278

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    13,175

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    18,158

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    1,360

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488
Stilwell Associates, L.P.
10% Owner
Transactions
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−14,506$62,390→ 560,988 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
  • Sale

    Series B Convertible Preferred Stock

    2025-12-10$4.30/sh−13,494$58,038→ 116,990 total(indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
Holdings

  • Common Stock

    (indirect: See footnote)
    43,920

  • Common Stock

    (indirect: See footnote)
    4,259

  • Common Stock

    (indirect: See footnote)
    8,840

  • Common Stock

    (indirect: See footnote)
    80

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (9,054,735 underlying)

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    91,278

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    13,175

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    18,158

  • Series D Cumulative Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
    1,360

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488
Footnotes (9)
  • [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 securities 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 securities 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 securities 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 securities 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 $1.895028 per share (13.192419 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 0.00000015 shares of the Issuer's common stock (a conversion price of $170,956,800 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 December 10, 2025: (i) SAI sold 14,506 shares at $4.3010 per share, and (ii) SVP VII sold 13,494 shares at $4.3010 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 0.00000006 shares of the Issuer's common stock (a conversion price of $403,200,000 per share of common stock). Series B Preferred Stock has no expiration date.

Documents

1 file

Issuer

Wheeler Real Estate Investment Trust, Inc.

CIK 0001527541

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0000913960

Filing Metadata

Form type
4
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 12:33 PM ET
Size
36.6 KB
View on SEC.gov