Form 4: Stilwell Entities Report Significant Insider Transactions in Wheeler Real Estate Investment Trust

Joseph Stilwell and affiliated investment entities have reported recent sales of Series B Convertible Preferred Stock and redemptions of Series D Cumulative Convertible Preferred Stock into common shares of Wheeler Real Estate Investment Trust.

Summary

• Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc. (WHLR), along with affiliated entities including Stilwell Activist Investments, L.P. (SAI), Stilwell Activist Fund, L.P. (SAF), Stilwell Value Partners VII, L.P. (SVP VII), and Stilwell Associates, L.P. (SA), filed a Form 4 detailing recent changes in beneficial ownership.
• On June 4, 2025, Stilwell entities sold a total of 14,174 shares of Series B Convertible Preferred Stock at a price of $4.00 per share, comprising 10,338 shares sold by SAI, 1,492 shares by SAF, and 2,344 shares by SVP VII.
• On June 5, 2025, Stilwell Associates, L.P. (SA) disposed of 100 shares of Series D Cumulative Convertible Preferred Stock through redemption, which resulted in the acquisition of 806 shares of WHLR common stock.
• The Series D Preferred Stock redemption price was approximately $41.34 per share ($25.00 per share plus accrued unpaid dividends), with the common stock conversion based on a volume-weighted average price of $5.13 per common share over the ten trading days preceding the redemption date.
• Following these transactions, Stilwell entities collectively beneficially own 1,139 shares of common stock, 8,080,071 common shares underlying 7.00% Subordinated Convertible Notes due 2031, 100,333 shares of Series D Cumulative Convertible Preferred Stock, and 793,332 shares of Series B Convertible Preferred Stock.
• The 7.00% Subordinated Convertible Notes are convertible into common stock at approximately $2.82 per share.
• Series D and Series B Preferred Stock have nominal conversion rates into common stock (e.g., $17,095,680 and $40,320,000 per common share, respectively), indicating their primary value is not in direct common stock conversion at current market prices.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the insider sales of preferred stock, which can sometimes signal a lack of confidence or a need for liquidity from the selling parties. The redemption of preferred stock into common is a neutral corporate action, but the sales are a direct disposition.

Positives

• The acquisition of 806 common shares through the redemption of Series D Preferred Stock indicates a conversion of preferred equity into common equity, potentially aligning interests more closely with common shareholders, depending on the valuation.

Negatives

• The sale of 14,174 shares of Series B Convertible Preferred Stock by multiple Stilwell entities at a fixed price of $4.00 per share represents a reduction in their preferred equity holdings.
• The redemption of Series D Preferred Stock into common stock at a common stock price of $5.13, while a corporate action, could be viewed negatively if the preferred stock's intrinsic value was perceived to be higher than the value of the common stock received.

Future Outlook

This Form 4 filing is a report of past insider transactions and does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This Form 4 details insider transactions for a Real Estate Investment Trust (REIT). Insider buying or selling activity can sometimes provide signals about management's confidence in the company's future performance within the broader real estate market, though this filing is purely transactional.

Related Party Transactions

• The reported transactions involve Joseph Stilwell, a Director and 10% owner, and entities he controls (Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Associates, L.P.), making them related party transactions.

Stakeholder Impact

• Shareholders may view the insider sales of preferred stock as a potential signal regarding the company's valuation or future prospects, which could influence investor sentiment and trading decisions.

Key Dates

Keywords

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