Wheeler REIT (WHLR) 10% Owner Joseph Stilwell Trades Convertible Notes

What Happened
Joseph Stilwell (reported as a 10% owner via his investment vehicles) conducted offsetting derivative transactions in Wheeler Real Estate Investment Trust’s 7.00% Subordinated Convertible Notes due 2031 on 2026-06-03. The filing shows an open-market/private sale with an aggregate price of $3,506,250 and an open-market/private purchase with an aggregate price of $2,062,492.50. These entries reflect sales and purchases of the convertible notes (derivative securities), resulting in a net reduction of principal exposure to the notes.

Key Details

• Transaction date: 2026-06-03; Form 4 filed 2026-06-05 (not reported late).
• Aggregate sale proceeds: $3,506,250 (sold at $82.50 per $25 principal unit; footnote F7). Principal amount sold ≈ $1,062,500.
• Aggregate purchase cost: $2,062,492.50 (purchased at $82.4997 per $25 principal unit; footnote F8). Principal amount purchased ≈ $625,000.
• Net change in principal: decrease of ≈ $437,500 of Notes (≈17,500 units of $25 principal).
• Conversion economics (notes): each $25 principal is convertible into ~24.343042 common shares (conversion price $1.026988 per common share) — so the trades roughly equal selling the economic equivalent of ~1,034,579 common-share equivalents and buying ~608,576 common-share equivalents, for a net reduction of ~426,000 common-share equivalents (approximate). (See footnote F5.)
• Ownership after transaction: holdings reported as held indirectly by Stilwell’s funds/vehicles (see footnotes); exact common-share or note totals after the trades are not specified in the provided excerpt.
• Notable footnotes: securities are owned through Stilwell Activist Investments/Fund and related entities and are reported as owned indirectly by Joseph Stilwell (F1–F4); interest on the notes may be payable in cash or preferred stock (F6); Series B and D preferred conversion mechanics also disclosed (F10, F9).
• Filing timeliness: Filed within two business days of the transaction (no late-report flag).

Context

• These were trades in convertible subordinated notes (derivative instruments), not direct buys/sells of common stock. The notes can be converted at the holder’s option into common stock at the stated conversion ratio; therefore changes in note holdings change potential common-share exposure rather than immediate common-stock ownership.
• As a 10% owner reporting through investment partnerships, Stilwell’s filing reflects institutional/affiliate activity (he disclaims direct beneficial ownership except to the extent of his pecuniary interest).
• The filing is factual and does not state a motive; purchases and sales of notes can reflect portfolio rebalancing, cash management, tax planning, or other investment decisions.