Form 4: Stilwell Entities Adjust WHLR Holdings, Convertible Notes Traded

Joseph Stilwell and affiliated entities reported changes in their beneficial ownership of Wheeler Real Estate Investment Trust, including sales and purchases of convertible notes.

Summary

• Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust (WHLR), along with several affiliated entities, reported changes in their beneficial ownership.
• Stilwell Value Partners VII, L.P. sold $2,000,000 in principal amount of 7.00% Subordinated Convertible Notes due 2031 on November 13, 2025, at a price of $80.0459 per $25.00 of principal, representing 1,147,897 underlying common shares.
• Stilwell Associates, L.P. purchased $312,500 in principal amount of 7.00% Subordinated Convertible Notes due 2031 on November 13, 2025, at a price of $80.00 per $25.00 of principal, representing 179,359 underlying common shares.
• The 7.00% Subordinated Convertible Notes due 2031 are convertible into common stock at a price of $1.742315 per share.
• The Stilwell entities collectively hold significant indirect beneficial ownership in WHLR, including 114,203 shares of Common Stock, 12,613,344 underlying common shares from convertible notes, 123,971 shares of Series D Cumulative Convertible Preferred Stock, and 789,466 shares of Series B Convertible Preferred Stock.
• Joseph Stilwell disclaims beneficial ownership of shares owned indirectly by the affiliated entities, except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports both a sale and a purchase of convertible notes by affiliated insider entities, resulting in a neutral overall sentiment regarding the specific transactions. It is a routine disclosure of ownership changes.

Positives

• Stilwell Associates, L.P.'s purchase of $312,500 principal amount of 7.00% Subordinated Convertible Notes due 2031 could signal continued confidence in Wheeler Real Estate Investment Trust.

Negatives

• Stilwell Value Partners VII, L.P.'s sale of $2,000,000 principal amount of 7.00% Subordinated Convertible Notes due 2031 represents a reduction in a significant insider's holding.

Future Outlook

This Form 4 filing does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on changes in beneficial ownership.

Management Comments

• 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.

Industry Context

This filing reports routine insider trading activity for a Real Estate Investment Trust (REIT). Such transactions by significant shareholders and directors are common and are closely watched by the market for signals regarding insider confidence, though they do not directly reflect broader industry trends.

Stakeholder Impact

• Shareholders may interpret the insider transactions as signals of confidence or lack thereof, potentially influencing short-term trading decisions.
• The continued significant beneficial ownership by Joseph Stilwell and his affiliated entities indicates a strong, ongoing stakeholder interest in the company's performance and governance.

Key Dates

Keywords

WHLR, Wheeler Real Estate Investment Trust, Joseph Stilwell, Insider Trading, Form 4, Convertible Notes, Preferred Stock, Beneficial Ownership, Real Estate REIT