Form 4: Stilwell Entities Sell WHLR Preferred Stock

Joseph Stilwell and affiliated entities reported sales of Wheeler Real Estate Investment Trust Series B Convertible Preferred Stock and updated their beneficial ownership of common stock, 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 transactions.
• The filing details sales of Series B Convertible Preferred Stock on December 10, 2025.
• Stilwell Activist Investments, L.P. sold 14,506 shares of Series B Preferred Stock at $4.3010 per share.
• Stilwell Value Partners VII, L.P. sold 13,494 shares of Series B Preferred Stock at $4.3010 per share.
• The total number of Series B Preferred Stock shares sold was 28,000, generating total proceeds of $120,428.
• Following these transactions, the reporting persons continue to beneficially own 57,099 shares of common stock.
• They also hold 7.00% Subordinated Convertible Notes due 2031 with a total principal amount of $22,080,525, convertible into 11,651,819 shares of common stock at a conversion price of $1.895028 per share.
• Additionally, they beneficially own 123,971 shares of Series D Cumulative Convertible Preferred Stock and 761,466 shares of Series B Convertible Preferred Stock (post-sale), though the reported underlying common stock for these preferred shares is 0 due to very high conversion prices ($170,956,800 and $403,200,000 per common share, respectively).
• Joseph Stilwell disclaims beneficial ownership of indirectly held securities except to the extent of his pecuniary interest.

Sentiment

Score: 3

Explanation: The filing reports insider selling of preferred stock by a director and 10% owner, which is generally viewed as a negative signal regarding the company's short-term prospects or valuation, indicating a cautious or bearish sentiment.

Negatives

• Insider selling by a director and 10% owner, along with affiliated entities, can be perceived negatively by the market.
• The sale of 28,000 shares of Series B Convertible Preferred Stock by key insiders.

Risks

• Potential negative market perception and investor sentiment due to insider selling by a director and significant shareholder.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The transactions involve Joseph Stilwell and entities (Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., Stilwell Associates, L.P.) where he is the managing member and owner of the general partner, indicating related party dealings.

Stakeholder Impact

• Shareholders may interpret the insider selling as a lack of confidence from a significant owner and director, potentially leading to negative sentiment and downward pressure on the stock price.

Key Dates

Recommendation

While insider selling by a director and 10% owner is typically a negative signal, the reported sales are of preferred stock and represent a relatively small portion of the overall beneficial ownership when considering common stock equivalents from convertible notes. Investors should hold their positions and monitor future company performance and additional insider activity, but proceed with caution given the insider's selling.

Keywords

Wheeler Real Estate Investment Trust, WHLR, Joseph Stilwell, insider trading, Form 4, preferred stock, convertible notes, beneficial ownership, REIT