Form 4: Stilwell Entities Sell Wheeler REIT Preferred Stock

Joseph Stilwell and affiliated entities reported sales of Series D Preferred Stock in Wheeler Real Estate Investment Trust, Inc. on September 16, 2025, while maintaining significant holdings in convertible notes and other preferred shares.

Summary

• Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc. (WHLR), along with affiliated entities, filed a Form 4 reporting changes in beneficial ownership.
• On September 16, 2025, Stilwell Activist Investments, L.P. (SAI) sold 11,995 shares of Series D Cumulative Convertible Preferred Stock at $36.3625 per share.
• On the same date, Stilwell Activist Fund, L.P. (SAF) sold 1,712 shares of Series D Cumulative Convertible Preferred Stock at $36.3625 per share.
• Also on September 16, 2025, Stilwell Value Partners VII, L.P. (SVP VII) sold 2,293 shares of Series D Cumulative Convertible Preferred Stock at $36.3625 per share.
• Following these reported sales, the Stilwell entities collectively beneficially own 405,809 shares of common stock through SAI, 42,598 through SAF, 88,403 through SVP VII, and 806 through Stilwell Associates, L.P. (SA).
• The entities also beneficially own 7.00% Subordinated Convertible Notes due 2031, which are convertible into a total of 24,228,025 shares of common stock at a conversion price of $0.981498 per share.
• Additionally, they beneficially own 124,471 shares of Series D Cumulative Convertible Preferred Stock and 789,466 shares of Series B Convertible Preferred Stock, though these preferred shares have extremely high conversion prices to common stock, making direct conversion into common stock at a favorable rate unlikely.

Sentiment

Score: 5

Explanation: The filing reports insider sales of preferred stock by a director and 10% owner, which could be perceived negatively. However, the reporting persons retain significant beneficial ownership, particularly in convertible notes, suggesting continued long-term interest. The transaction itself is a routine disclosure without explicit positive or negative commentary from the company.

Positives

• The Stilwell entities, including Director Joseph Stilwell, maintain substantial beneficial ownership in Wheeler Real Estate Investment Trust, Inc., indicating continued long-term interest.
• Their holdings include 7.00% Subordinated Convertible Notes due 2031, convertible into 24,228,025 common shares at a favorable price of $0.981498 per share.

Negatives

• Joseph Stilwell and affiliated entities collectively sold 16,900 shares of Series D Cumulative Convertible Preferred Stock on September 16, 2025, which could be interpreted as a reduction in exposure by a significant insider.

Risks

• NA

Future Outlook

NA

Management Comments

• Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.

Industry Context

NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Sales of Series D Cumulative Convertible Preferred Stock by Stilwell Activist Investments, L.P. (11,995 shares), Stilwell Activist Fund, L.P. (1,712 shares), and Stilwell Value Partners VII, L.P. (2,293 shares) on September 16, 2025, at $36.3625 per share. These entities are affiliated with Joseph Stilwell, a director and 10% owner.

Stakeholder Impact

• Shareholders: The sale of preferred stock by a director and 10% owner may influence investor sentiment and perception of insider confidence.
• Creditors (holders of convertible notes): The continued significant holding of convertible notes by Stilwell entities suggests ongoing oversight and interest in the company's financial health.

Next Steps

• NA

Key Dates

Recommendation

While insider selling of preferred stock by a director and 10% owner could be a negative signal, the Stilwell entities retain substantial beneficial ownership, particularly in convertible notes. This suggests a continued, albeit potentially rebalanced, long-term interest in the company. Without further context on the reasons for the sale or the company's performance, a 'hold' recommendation is appropriate, advising investors to monitor future filings and company developments.

Keywords

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