SEC Form 4 · accession 0001213900-26-074974
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 30, 2026
Accepted (ET)
Jul 2, 2026 · 4:14 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 | — | — | — | 1,218 | I | See footnote | |
| Common StockF2 | holding | — | — | — | 118 | I | See footnote | |
| Common StockF3 | holding | — | — | — | 245 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 2 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series D Cumulative Convertible Preferred StockF7,F9,F1,F8 | $6,154,444,800.00 | Jun 30, 2026 | J | 29,011 | A | — | — | Common Stock | 0 | 137,965 | I |
| Series D Cumulative Convertible Preferred StockF7,F9,F2,F8 | $6,154,444,800.00 | Jun 30, 2026 | J | 4,235 | A | — | — | Common Stock | 0 | 20,033 | I |
| Series D Cumulative Convertible Preferred StockF7,F9,F3,F8 | $6,154,444,800.00 | Jun 30, 2026 | J | 3,152 | A | — | — | Common Stock | 0 | 22,251 | I |
| Series D Cumulative Convertible Preferred StockF10,F3,F8 | $6,154,444,800.00 | Jun 30, 2026 | S | 1,103 | D | — | — | Common Stock | 0 | 21,148 | I |
| Series D Cumulative Convertible Preferred StockF7,F9,F4,F8 | $6,154,444,800.00 | Jun 30, 2026 | J | 933 | A | — | — | Common Stock | 0 | 3,222 | I |
| 7.00% Subordinated Convertible Notes due 2031F1,F5,F6 | $2.77 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 6,192,249 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F2,F5,F6 | $2.77 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 903,974 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F3,F5,F6 | $2.77 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 289,322 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F4,F5,F6 | $2.77 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 424,885 | — | I |
| Series B Convertible Preferred StockF1,F11 | $14,515,200,000.00 | holding | — | — | — | — | — | Common Stock | 0 | 547,518 | I |
| Series B Convertible Preferred StockF2,F11 | $14,515,200,000.00 | holding | — | — | — | — | — | Common Stock | 0 | 72,383 | I |
| Series B Convertible Preferred StockF3,F11 | $14,515,200,000.00 | holding | — | — | — | — | — | Common Stock | 0 | 90,565 | 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.
- F10This Form 4 reports the sale by SVP VII on June 30, 2026 of 1,103 shares of Series D Preferred Stock at $36.00 per share.
- F11Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000000002 shares of the Issuer's common stock (a conversion price of $14,515,200,000 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 $2.771041 per share (9.021881 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. 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.
- F7As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 20, 2026, the Issuer determined that interest on the Notes payable on June 30, 2026, would be paid in the form of Series D Preferred Stock. On June 30, 2026, 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").
- F8Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000000004 shares of the Issuer's common stock (a conversion price of $6,154,444,800 per share of common stock). Series D Preferred Stock has no expiration date.
- F9In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2026, was determined based on a per share value of $20.698249, 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.