Form 4: Stilwell Entities Report Wheeler REIT Holdings & Preferred Stock Sales

Joseph Stilwell and affiliated entities reported significant beneficial ownership in Wheeler Real Estate Investment Trust, including convertible notes and preferred stock, alongside sales of Series D Preferred Stock.

Summary

• Joseph Stilwell, a Director and 10% owner, along with affiliated entities (Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Associates, L.P.), reported beneficial ownership in Wheeler Real Estate Investment Trust, Inc. (WHLR).
• The Stilwell entities collectively hold common stock, 7.00% Subordinated Convertible Notes due 2031, Series D Cumulative Convertible Preferred Stock, and Series B Convertible Preferred Stock.
• On December 24, 2025, Stilwell Activist Investments, L.P. sold 11,209 shares of Series D Preferred Stock at $37.0170 per share.
• On the same date, Stilwell Activist Fund, L.P. sold 1,594 shares of Series D Preferred Stock at $37.0170 per share.
• Also on December 24, 2025, Stilwell Value Partners VII, L.P. sold 2,197 shares of Series D Preferred Stock at $37.0170 per share.
• The 7.00% Subordinated Convertible Notes due 2031 are convertible into common stock at a conversion price of $1.895028 per share.
• Series D Preferred Stock is convertible into common stock at a conversion price of $170,956,800 per common share.
• Series B Preferred Stock is convertible into common stock at a conversion price of $403,200,000 per common share.

Sentiment

Score: 4

Explanation: The sale of preferred stock by a significant insider and affiliated entities is a slight negative, indicating some divestment. However, the overall substantial holdings in convertible notes and other preferred stock suggest continued, albeit complex, involvement with the company. The extremely high conversion prices for some preferred stock types also introduce a degree of uncertainty regarding their true equity value.

Positives

• Stilwell entities maintain significant beneficial ownership in Wheeler Real Estate Investment Trust, indicating continued long-term interest.
• Holdings include substantial amounts of 7.00% Subordinated Convertible Notes due 2031, which can convert into 11,651,819 shares of common stock.
• Significant holdings in Series D and Series B Convertible Preferred Stock provide potential for future equity conversion, albeit at very high conversion prices.

Negatives

• Sales of 15,000 shares of Series D Cumulative Convertible Preferred Stock by three Stilwell entities on December 24, 2025, at $37.0170 per share, represent a reduction in their preferred stock holdings.

Risks

• The extremely high conversion prices for Series D ($170,956,800 per common share) and Series B ($403,200,000 per common share) Preferred Stock suggest these securities are not practically convertible into common stock at current market valuations, potentially limiting their upside as equity.
• Joseph Stilwell disclaims beneficial ownership of indirectly held securities except to the extent of his pecuniary interest, which could imply a complex ownership structure.

Future Outlook

NA

Industry Context

This Form 4 filing, detailing insider transactions, does not provide broader industry context or trends for the real estate investment trust sector.

Related Party Transactions

• The filing details indirect beneficial ownership by Joseph Stilwell through entities he manages (Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Associates, L.P.), which are considered related parties due to common control and management.

Stakeholder Impact

• Shareholders: The sale of preferred stock by a significant insider might be interpreted by other shareholders as a signal, potentially leading to negative sentiment, though the overall holdings remain substantial.
• Creditors: The existence of 7.00% Subordinated Convertible Notes indicates a specific debt instrument, but the filing itself doesn't detail direct impact on creditors beyond the terms of these notes.

Key Dates

Recommendation

While the sale of Series D Preferred Stock by a significant insider and affiliated entities could be a minor negative signal, the Stilwell group retains substantial beneficial ownership in Wheeler Real Estate Investment Trust through common stock, convertible notes, and other preferred stock. This indicates continued, albeit complex, long-term interest. The high conversion prices for some preferred shares warrant caution regarding their immediate equity upside. Given the mixed signals of divestment in one class of security while maintaining significant overall exposure, a 'hold' recommendation is appropriate for investors to monitor future developments and the company's performance.

Keywords

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