Form 4: Stilwell Entities Report Beneficial Ownership Changes in Wheeler Real Estate Investment Trust

Joseph Stilwell and affiliated entities report changes in beneficial ownership of Wheeler Real Estate Investment Trust, Inc. securities, including common stock and convertible preferred stock, following interest payment in Series D Preferred Stock.

Summary

• Joseph Stilwell, along with several affiliated entities including Stilwell Value LLC, Stilwell Activist Investments L.P., Stilwell Activist Fund L.P., Stilwell Value Partners VII L.P., and Stilwell Associates L.P., filed a Form 4 detailing changes in their beneficial ownership of Wheeler Real Estate Investment Trust, Inc. (WHLR) securities.
• The report indicates ownership of common stock, 7.00% Subordinated Convertible Notes due 2031, Series D Cumulative Convertible Preferred Stock, and Series B Convertible Preferred Stock.
• On July 1, 2024, Wheeler Real Estate Investment Trust issued Series D Preferred Stock to the reporting persons as payment of interest on the 7.00% Subordinated Convertible Notes due 2031.
• The number of Series D Preferred Stock shares issued was determined based on a per share value of $17.95505.
• The Series D Preferred Stock is convertible into common stock at a conversion price of $20,352 per share of common stock (0.001228 shares of common stock per share of Series D Preferred Stock).
• The 7.00% Subordinated Convertible Notes due 2031 are convertible into common stock at a conversion price of $14.29 per share (1.75 common shares for each $25.00 of principal amount of the Notes being converted).
• Series B Preferred Stock is convertible into common stock at a conversion price of $48,000 per share of common stock (0.000521 shares of common stock per share of Series B Preferred Stock).

Sentiment

Score: 5

Explanation: The document is a routine regulatory filing, so the sentiment is neutral. It simply reports changes in ownership.

Industry Context

Form 4 filings are a routine part of the regulatory landscape for publicly traded companies, providing transparency into the transactions of company insiders and major shareholders. This filing indicates the investment activity and holdings of Joseph Stilwell and affiliated entities in Wheeler Real Estate Investment Trust, which can be of interest to other investors.

Comparison to Industry Standards

• Form 4 filings are standard practice for reporting changes in beneficial ownership as mandated by the SEC.
• The conversion ratios and terms of the convertible securities are specific to Wheeler Real Estate Investment Trust and would need to be compared to similar instruments issued by other REITs to assess their relative attractiveness.
• Companies like Simon Property Group (SPG) or Public Storage (PSA) are much larger REITs, and comparing the specifics of their convertible securities (if any) to WHLR's would require a detailed analysis of their respective financial conditions and capital structures.

Stakeholder Impact

• The filing provides transparency to shareholders regarding the ownership structure of the company.
• Changes in ownership by significant shareholders like Joseph Stilwell and affiliated entities can influence investor sentiment.

Key Dates

Keywords

beneficial ownership, Form 4, Wheeler Real Estate Investment Trust, WHLR, Joseph Stilwell, convertible notes, preferred stock, common stock, Stilwell Value LLC, Stilwell Activist Investments L.P., Stilwell Activist Fund L.P., Stilwell Value Partners VII L.P., Stilwell Associates L.P.