Form 4: Insider Joseph Stilwell and Affiliates Convert $1.5 Million in Notes to Common Stock, Sell Preferred Shares in Wheeler Real Estate Investment Trust

Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc. (WHLR), and his affiliated entities converted over $1.5 million in convertible notes into common stock and sold approximately 17,500 shares of Series D Preferred Stock.

Summary

• Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc. (WHLR), along with Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., and Stilwell Value Partners VII, L.P., engaged in significant transactions involving WHLR securities.
• On June 11, 2025, these entities converted a total of $1,512,500 in principal amount of 7.00% Subordinated Convertible Notes due 2031 into 536,477 shares of WHLR common stock.
• The conversion was executed at a price of $2.8193 per common share, equivalent to 8.867413 common shares for each $25.00 of principal amount of the Notes.
• Specifically, Stilwell Activist Investments, L.P. acquired 405,580 common shares, Stilwell Activist Fund, L.P. acquired 42,564 common shares, and Stilwell Value Partners VII, L.P. acquired 88,333 common shares through these conversions.
• Following these conversions, Stilwell Activist Investments, L.P. beneficially owns 405,812 common shares, Stilwell Activist Fund, L.P. owns 42,599 common shares, and Stilwell Value Partners VII, L.P. owns 88,399 common shares.
• On June 12, 2025, the same entities sold a total of 17,500 shares of Series D Cumulative Convertible Preferred Stock at a price of $33.2264 per share.
• Stilwell Activist Investments, L.P. sold 13,193 shares, Stilwell Activist Fund, L.P. sold 1,893 shares, and Stilwell Value Partners VII, L.P. sold 2,414 shares of Series D Preferred Stock.
• Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly by the affiliated entities, except to the extent of his pecuniary interest therein.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there are sales of preferred stock, the significant conversion of convertible notes into common stock by a director and 10% owner suggests a degree of confidence in the common equity's future performance and a potential move to simplify the capital structure.

Positives

• The conversion of convertible notes into common stock by a director and significant owner may signal confidence in the long-term value and liquidity of the common stock.
• The conversion simplifies the capital structure by reducing outstanding convertible debt and increasing common equity.

Negatives

• The sale of Series D Cumulative Convertible Preferred Stock by insider entities could be interpreted as a move to reduce exposure to that specific class of security, potentially for portfolio rebalancing or profit-taking.

Risks

• The document itself, being a Form 4, primarily reports transactions and does not detail specific risks to the company's operations or financial health. The inherent risks are those associated with holding equity and debt securities of Wheeler Real Estate Investment Trust, Inc.

Future Outlook

This Form 4 filing primarily reports past transactions and does not contain forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Management Comments

• Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly by Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stilwell Associates, L.P., except to the extent of his pecuniary interest therein.

Industry Context

This document reports insider transactions for a real estate investment trust (REIT). Such transactions are common and reflect individual investment strategies of insiders, which may or may not align with broader industry trends. The conversion of debt to equity can be a strategic move to strengthen the balance sheet, common in capital-intensive industries like real estate.

Comparison to Industry Standards

• As a Form 4, this document reports specific insider transactions and does not provide company-wide financial results or operational metrics that would allow for direct comparison to industry standards or competitors like Realty Income Corporation, Simon Property Group, or Prologis. The transactions reflect the investment decisions of a specific insider group rather than the company's overall performance against industry benchmarks.

Related Party Transactions

• The reported transactions involve Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc., and entities affiliated with him (Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Associates, L.P.). These are by definition related party transactions in the context of insider reporting.

Stakeholder Impact

• Shareholders: The conversion of notes into common stock increases the number of outstanding common shares, potentially diluting existing common shareholders, though it also reduces debt. The sale of preferred stock affects the ownership structure of that class of security.
• Creditors: The conversion of convertible notes reduces the company's outstanding debt obligations, which could be viewed positively by creditors.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing, as it is a report of completed transactions.

Key Dates

Keywords

SEC Form 4, Insider Trading, Beneficial Ownership, Convertible Notes, Preferred Stock, Common Stock, WHLR, Wheeler Real Estate Investment Trust, Capital Structure, Director Transactions