Wheeler REIT (WHLR) 10% Owner Joseph Stilwell Receives Preferred Stock

What Happened

• Joseph Stilwell (reported as a 10% owner through affiliated entities) received multiple issuances of the issuer’s preferred stock on June 30, 2026 as payment of interest on convertible notes, and one affiliated fund sold a small block of Series D preferred.
• Acquisitions: 29,011 + 4,235 + 3,152 + 933 = 37,331 preferred shares issued to Stilwell-affiliated entities (reported as “other acquisition” code J; no per-share price listed because these were issued as interest).
• Sale: Stilwell Value Partners VII, L.P. (an affiliated holder) sold 1,103 shares of Series D Preferred Stock at $36.00 per share for proceeds of $39,708 (code S).
• These are derivative securities (convertible preferred). The issuer paid interest on its 7.00% Subordinated Convertible Notes in Series D Preferred Stock per the Indenture and the issuer’s 8‑K.

Key Details

• Transaction date: June 30, 2026; Form 4 filed July 2, 2026 (timely filing).
• Sale: 1,103 Series D Preferred at $36.00 = $39,708 (footnote F10).
• Issuances: 29,011; 4,235; 3,152; 933 Series preferred shares issued as interest (no cash price; determined per Indenture/issuer formula — see F7/F9).
• Notable footnotes: interest on the Notes was paid in Series D Preferred Stock (F7); the interest-share count used a per-share value of $20.698249 (F9); Series D converts into 0.000000004 common shares per preferred share (F8), making conversion into common stock effectively negligible at current ratios.
• Ownership form: securities reported as owned by affiliated partnerships (SAI, SAF, SVP VII, SA); Stilwell disclaims direct beneficial ownership except for his pecuniary interest (F1–F4, F3 relates to the selling entity).

Context

• These “J” entries reflect receipt of preferred stock as interest on convertible notes (not an open‑market purchase). Such interest payments are routine contract driven rather than directional bets on the common stock.
• The Series D Preferred is technically convertible into common stock, but the stated conversion ratio implies an extremely high conversion price, so the preferred shares carry little immediate common‑share exposure.
• The single small sale (1,103 shares) was by an affiliated fund and generated about $39.7K in proceeds; purchases (issuances) dominate this filing.