SEC Form 4 · accession 0001213900-26-103642
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
Sep 23, 2026
Accepted (ET)
Sep 25, 2026 · 6:48 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 StockF5,F1 | Sep 23, 2026 | A | 184,655 | — | A | 184,661 | I | See footnote |
| Common StockF6,F1 | Sep 23, 2026 | A | 257,902 | — | A | 442,563 | I | See footnote |
| Common StockF7,F2 | Sep 23, 2026 | A | 25,516 | — | A | 25,516 | I | See footnote |
| Common StockF8,F2 | Sep 23, 2026 | A | 35,768 | — | A | 61,284 | I | See footnote |
| Common StockF9,F4 | Sep 23, 2026 | A | 62,829 | — | A | 62,829 | I | See footnote |
| Common StockF3 | holding | — | — | — | 1 | 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 StockF13,F1,F12 | — | Sep 23, 2026 | D | 3,287 | D | — | — | Common Stock | 0 | 134,678 | I |
| Series D Cumulative Convertible Preferred StockF14,F1,F12 | — | Sep 23, 2026 | D | 6,575 | D | — | — | Common Stock | 0 | 128,103 | I |
| Series D Cumulative Convertible Preferred StockF15,F2,F12 | — | Sep 23, 2026 | D | 491 | D | — | — | Common Stock | 0 | 19,542 | I |
| Series D Cumulative Convertible Preferred StockF16,F2,F12 | — | Sep 23, 2026 | D | 955 | D | — | — | Common Stock | 0 | 18,587 | I |
| Series D Cumulative Convertible Preferred StockF17,F4,F12 | — | Sep 23, 2026 | D | 3,222 | D | — | — | Common Stock | 0 | 0 | I |
| Series B Convertible Preferred StockF19,F1,F18 | — | Sep 23, 2026 | D | 24,730 | D | — | — | Common Stock | 0 | 522,788 | I |
| Series B Convertible Preferred StockF20,F1,F18 | — | Sep 23, 2026 | D | 26,603 | D | — | — | Common Stock | 0 | 496,185 | I |
| Series B Convertible Preferred StockF21,F2,F18 | — | Sep 23, 2026 | D | 3,270 | D | — | — | Common Stock | 0 | 69,113 | I |
| Series B Convertible Preferred StockF22,F2,F18 | — | Sep 23, 2026 | D | 3,517 | D | — | — | Common Stock | 0 | 65,596 | I |
| 7.00% Subordinated Convertible Notes due 2031F1,F10,F11 | $4.85 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 3,540,501 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F2,F10,F11 | $4.85 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 516,859 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F3,F10,F11 | $4.85 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 165,424 | — | I |
| 7.00% Subordinated Convertible Notes due 2031F4,F10,F11 | $4.85 | holding | — | — | — | — | Dec 31, 2031 | Common Stock | 242,934 | — | I |
| Series D Cumulative Convertible Preferred StockF3,F12 | — | holding | — | — | — | — | — | Common Stock | 0 | 21,148 | I |
| Series B Convertible Preferred StockF3,F18 | — | 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.
- F10The 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 Common Stock at a conversion price of $4.84648 per share (5.158382 common shares for each $25.00 of principal amount of the Notes being converted).
- F11Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of Series B Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The number of shares of Common Stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person.
- F12Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.00000000002 shares of Common Stock (a conversion price of $1,107,800,064,000 per share of Common Stock). Series D Preferred Stock has no expiration date.
- F13The preferred stock disposition was pursuant to the First SAI Exchange.
- F14The preferred stock disposition was pursuant to the Second SAI Exchange.
- F15The preferred stock disposition was pursuant to the First SAF Exchange.
- F16The preferred stock disposition was pursuant to the Second SAF Exchange.
- F17The preferred stock disposition was pursuant to the SA Exchange.
- F18Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000000000001 shares of Common Stock (a conversion price of $2,612,736,000,000 per share of Common Stock). Series B Preferred Stock has no expiration date.
- F19The preferred stock disposition was pursuant to the First SAI Exchange.
- 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.
- F20The preferred stock disposition was pursuant to the Second SAI Exchange.
- F21The preferred stock disposition was pursuant to the First SAF Exchange.
- F22The preferred stock disposition was pursuant to the Second SAF Exchange.
- 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.
- F5On September 23, 2026, the Issuer agreed to issue to SAI 184,655 shares of the Issuer's common stock ("Common Stock") in exchange for 24,730 shares of the Issuer's Series B Preferred Stock ("Series B Preferred Stock") and 3,287 shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") held by SAI (the "First SAI Exchange"). The Issuer did not receive any cash proceeds in the First SAI Exchange.
- F6On September 23, 2026, the Issuer agreed to issue to SAI 257,902 shares of Common Stock in exchange for 26,603 shares of Series B Preferred Stock and 6,575 shares of Series D Preferred Stock held by SAI (the "Second SAI Exchange"). The Issuer did not receive any cash proceeds in the Second SAI Exchange.
- F7On September 23, 2026, the Issuer agreed to issue to SAF 25,516 shares of Common Stock in exchange for 3,270 shares of Series B Preferred Stock and 491 shares of Series D Preferred Stock held by SAF (the "First SAF Exchange"). The Issuer did not receive any cash proceeds in the First SAF Exchange.
- F8On September 23, 2026, the Issuer agreed to issue to SAF 35,768 shares of Common Stock in exchange for 3,517 shares of Series B Preferred Stock and 955 shares of Series D Preferred Stock held by SAF (the "Second SAF Exchange"). The Issuer did not receive any cash proceeds in the Second SAF Exchange.
- F9On September 23, 2026, the Issuer agreed to issue to SA 62,829 shares of Common Stock in exchange for 3,222 shares of Series D Preferred Stock held by SA (the "SA Exchange"). The Issuer did not receive any cash proceeds in the SA Exchange.