Earnings Feed
Start Free
Home/Filings/4/0001213900-26-001079
4//SEC Filing

Stilwell Associates, L.P. 4

Accession 0001213900-26-001079

CIK 0001527541other
View on SEC.govCompany Profile

Filed

Jan 4, 7:00 PM ET

Accepted

Jan 5, 3:46 PM ET

Size

39.4 KB

Accession

0001213900-26-001079

Insider Transaction Report

Form 4
Period: 2025-12-31
Wheeler Real Estate Investment Trust, Inc.WHLR
Stilwell Joseph
Director10% Owner
Transactions
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+28,885→ 108,954 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+4,217→ 15,798 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+3,138→ 19,099 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+929→ 2,289 total(indirect: See footnote)
    Exercise: $170956800.00→ 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)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (1,321,853 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (983,745 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (291,486 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    560,988

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    116,990
Stilwell Value LLC
10% Owner
Transactions
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+28,885→ 108,954 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+4,217→ 15,798 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+3,138→ 19,099 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+929→ 2,289 total(indirect: See footnote)
    Exercise: $170956800.00→ 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)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (1,321,853 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (983,745 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (291,486 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    560,988

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    116,990
Stilwell Activist Investments, L.P.
10% Owner
Transactions
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+28,885→ 108,954 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+4,217→ 15,798 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+3,138→ 19,099 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+929→ 2,289 total(indirect: See footnote)
    Exercise: $170956800.00→ 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)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (1,321,853 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (983,745 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (291,486 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    560,988

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    116,990
Stilwell Activist Fund, L.P.
10% Owner
Transactions
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+28,885→ 108,954 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+4,217→ 15,798 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+3,138→ 19,099 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+929→ 2,289 total(indirect: See footnote)
    Exercise: $170956800.00→ 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)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (1,321,853 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (983,745 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (291,486 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    560,988

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    116,990
Stilwell Value Partners VII, L.P.
10% Owner
Transactions
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+28,885→ 108,954 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+4,217→ 15,798 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+3,138→ 19,099 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+929→ 2,289 total(indirect: See footnote)
    Exercise: $170956800.00→ 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)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (1,321,853 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (983,745 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (291,486 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    560,988

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    116,990
Stilwell Associates, L.P.
10% Owner
Transactions
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+28,885→ 108,954 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+4,217→ 15,798 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+3,138→ 19,099 total(indirect: See footnote)
    Exercise: $170956800.00→ Common Stock (0 underlying)
  • Other

    Series D Cumulative Convertible Preferred Stock

    2025-12-31+929→ 2,289 total(indirect: See footnote)
    Exercise: $170956800.00→ 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)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (1,321,853 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (983,745 underlying)

  • 7.00% Subordinated Convertible Notes due 2031

    (indirect: See footnote)
    Exercise: $1.90Exp: 2031-12-31→ Common Stock (291,486 underlying)

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    560,988

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    83,488

  • Series B Convertible Preferred Stock

    (indirect: See footnote)
    Exercise: $403200000.00→ Common Stock (0 underlying)
    116,990
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 securities 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 0.00000006 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.
  • [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]As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on November 20, 2025, the Issuer determined that interest on the Notes payable on December 31, 2025, would be paid in the form of Series D Preferred Stock. On December 31, 2025, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").
  • [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 0.00000015 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.
  • [F9]In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on December 31, 2025 was determined based on a per share value of $20.789285, calculated as the product of (x) the average of the per share volume-weighted average prices for Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.

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
Jan 4, 7:00 PM ET
Accepted
Jan 5, 3:46 PM ET
Size
39.4 KB
View on SEC.gov