Stilwell Associates, L.P. 4
4 · Wheeler Real Estate Investment Trust, Inc. · Filed Mar 20, 2026
Research Summary
AI-generated summary of this filing
Wheeler REIT (WHLR) 10% Owner Joseph Stilwell Sells Shares
What Happened
- Joseph Stilwell (reported as a 10% owner) reported sales of Series B Convertible Preferred Stock on March 18, 2026. The filing shows two open-market/private sales: 13,470 shares and 12,530 shares, each sold at $6.9593 per share, for total proceeds of $93,742 and $87,200 respectively (combined $180,942). The sales were executed by entities he controls (see footnotes) and reported on a Form 4 filed March 20, 2026.
- This is a sale of preferred shares (not a purchase) and therefore is generally a disposition rather than a bullish insider purchase.
Key Details
- Transaction date: March 18, 2026. Report filed: March 20, 2026 (filed within the typical two-business-day window).
- Price per share: $6.9593. Shares sold: 13,470 (SAI) and 12,530 (SVP VII). Total shares sold: 26,000. Total proceeds: $180,942.
- Shares owned after transaction: Not specified in the information provided in your summary copy of the filing.
- Notable footnotes:
- F8 confirms these specific sales were of Series B Preferred Stock at $6.9593/share.
- F1–F4 indicate the securities are owned by funds (e.g., Stilwell Activist Investments, Stilwell Value Partners VII) and are reported indirectly by Stilwell, who disclaims beneficial ownership except to the extent of any pecuniary interest.
- F9 notes Series B Preferred Stock is convertible to common stock at a conversion ratio of 0.00000002 common shares per preferred share, making conversion to common shares effectively impractical.
- No indication in the filing of a 10b5-1 plan, gift, option exercise, or tax-withholding sale code in the provided summary.
Context
- These were sales of convertible preferred shares held by investment entities affiliated with Stilwell, not direct sales of common stock by an executive. For retail investors: preferred securities trade and behave differently than common stock, and conversion into common shares is effectively meaningless here given the stated conversion ratio. The filing appears timely.
Insider Transaction Report
Form 4
Stilwell Joseph
Director10% Owner
Transactions
- Sale
Series B Convertible Preferred Stock
[F9][F8][F1]2026-03-18$6.96/sh−13,470$93,742→ 547,518 total(indirect: See footnote)Exercise: $1209600000.00→ Common Stock (0 underlying) - Sale
Series B Convertible Preferred Stock
[F9][F8][F3]2026-03-18$6.96/sh−12,530$87,200→ 104,460 total(indirect: See footnote)Exercise: $1209600000.00→ Common Stock (0 underlying)
Holdings
- 14,638(indirect: See footnote)
Common Stock
[F1] - 1,419(indirect: See footnote)
Common Stock
[F2] - 2,946(indirect: See footnote)
Common Stock
[F3] - 26(indirect: See footnote)
Common Stock
[F4] - (indirect: See footnote)
7.00% Subordinated Convertible Notes due 2031
[F5][F6][F1]Exercise: $1.04Exp: 2031-12-31→ Common Stock (16,552,008 underlying) - (indirect: See footnote)
7.00% Subordinated Convertible Notes due 2031
[F5][F6][F2]Exercise: $1.04Exp: 2031-12-31→ Common Stock (2,416,342 underlying) - (indirect: See footnote)
7.00% Subordinated Convertible Notes due 2031
[F5][F6][F3]Exercise: $1.04Exp: 2031-12-31→ Common Stock (1,798,281 underlying) - (indirect: See footnote)
7.00% Subordinated Convertible Notes due 2031
[F5][F6][F4]Exercise: $1.04Exp: 2031-12-31→ Common Stock (532,835 underlying) - 108,954(indirect: See footnote)
Series D Cumulative Convertible Preferred Stock
[F7][F1]Exercise: $512870400.00→ Common Stock (0 underlying) - 15,798(indirect: See footnote)
Series D Cumulative Convertible Preferred Stock
[F7][F2]Exercise: $512870400.00→ Common Stock (0 underlying) - 19,099(indirect: See footnote)
Series D Cumulative Convertible Preferred Stock
[F7][F3]Exercise: $512870400.00→ Common Stock (0 underlying) - 2,289(indirect: See footnote)
Series D Cumulative Convertible Preferred Stock
[F7][F4]Exercise: $512870400.00→ Common Stock (0 underlying) - 83,488(indirect: See footnote)
Series B Convertible Preferred Stock
[F9][F2]Exercise: $1209600000.00→ Common Stock (0 underlying)
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 $1.036670 per share (24.115672 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 0.00000005 shares of the Issuer's common stock (a conversion price of $512,870,400 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 March 18, 2026: (i) SAI sold 13,470 shares at $6.9593 per share, and (ii) SVP VII sold 12,530 shares at $6.9593 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 0.00000002 shares of the Issuer's common stock (a conversion price of $1,209,600,000 per share of common stock). Series B Preferred Stock has no expiration date.