SEC Form 4 · accession 0001213900-26-065877
Wheeler Real Estate Investment Trust, Inc. · WHLR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stilwell Associates, L.P.
10% Owner
Joseph Stilwell
Director · 10% Owner
Stilwell Value LLC
10% Owner
Stilwell Value Partners VII, L.P.
10% Owner
Stilwell Activist Fund, L.P.
10% Owner
Stilwell Activist Investments, L.P.
10% Owner
Period of report
Jun 3, 2026
Accepted (ET)
Jun 5, 2026 · 4:55 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001527541
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 4,878 | I | See footnote | |
| Common StockF2 | holding | — | — | — | 473 | I | See footnote | |
| Common StockF3 | holding | — | — | — | 982 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 8 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7.00% Subordinated Convertible Notes due 2031F7,F3,F5,F6 | $1.03 | Jun 3, 2026 | S | — | D | — | Dec 31, 2031 | Common Stock | 1,034,579 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F8,F4,F5,F6 | $1.03 | Jun 3, 2026 | P | — | A | — | Dec 31, 2031 | Common Stock | 608,576 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F1,F5,F6 | $1.03 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 16,708,065 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F2,F5,F6 | $1.03 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 2,439,124 | — | I |
| Series D Cumulative Convertible Preferred StockF1,F9 | $1,538,611,200.00 | holding | — | — | — | — | — | Common Stock | 0 | 108,954 | I |
| Series D Cumulative Convertible Preferred StockF2,F9 | $1,538,611,200.00 | holding | — | — | — | — | — | Common Stock | 0 | 15,798 | I |
| Series D Cumulative Convertible Preferred StockF3,F9 | $1,538,611,200.00 | holding | — | — | — | — | — | Common Stock | 0 | 19,099 | I |
| Series D Cumulative Convertible Preferred StockF4,F9 | $1,538,611,200.00 | holding | — | — | — | — | — | Common Stock | 0 | 2,289 | I |
| Series B Convertible Preferred StockF1,F10 | $3,628,800,000.00 | holding | — | — | — | — | — | Common Stock | 0 | 547,518 | I |
| Series B Convertible Preferred StockF2,F10 | $3,628,800,000.00 | holding | — | — | — | — | — | Common Stock | 0 | 83,488 | I |
| Series B Convertible Preferred StockF3,F10 | $3,628,800,000.00 | holding | — | — | — | — | — | Common Stock | 0 | 104,460 | I |
Explanation of responses
- F1These 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.
- F10Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.00000001 shares of the Issuer's common stock (a conversion price of $3,628,800,000 per share of common stock). Series B Preferred Stock has no expiration date.
- F2These 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.
- F3These 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.
- F4These 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.
- F5The 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 $1.026988 per share (24.343042 common shares for each $25.00 of principal amount of the Notes being converted).
- F6Interest 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.
- F7The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $82.50 per $25.00 of aggregate principal amount.
- F8The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $82.4997 per $25.00 of aggregate principal amount.
- F9Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.00000002 shares of the Issuer's common stock (a conversion price of $1,538,611,200 per share of common stock). Series D Preferred Stock has no expiration date.