SCHEDULE: Stilwell Group Extends Wheeler REIT Agreement to 2026

Sentiment:

Amendment to Beneficial Ownership Report


The Stilwell Group has extended its Letter Agreement with Wheeler Real Estate Investment Trust, Inc. until December 7, 2026, maintaining its significant beneficial ownership and board representation.

Delay expectedThe acquisition of Anchor Bancorp (ANCB) by Washington Federal, Inc. was delayed due to regulatory issues at Washington Federal, Inc. (though a sale to FS Bancorp, Inc. at a higher price was later announced).The Letter Agreement, which restricts the Stilwell Group's ability to convert Notes if it would lead to 50% or more beneficial ownership, has been extended multiple times, most recently to December 7, 2026. This represents a delay in the Group's full potential conversion and consolidation of control.

Summary

  • The Stilwell Group, an activist investor, filed its 37th amendment to Schedule 13D for Wheeler Real Estate Investment Trust, Inc. (WHLR).
  • The primary update is the extension of the 'Letter Agreement' with WHLR until December 7, 2026, which restricts the Group from converting certain convertible notes if it would result in 50% or more beneficial ownership of common stock.
  • The Group beneficially owns 1,265,978 shares of WHLR Common Stock, representing 49.99% of the outstanding shares. This includes 114,203 shares owned of record and 1,151,775 shares convertible from 7% Senior Subordinated Convertible Notes due 2031.
  • The conversion price for these Notes was adjusted to approximately $1.74 per share as of November 5, 2025, due to redemptions of Series D Preferred Stock.
  • Joseph Stilwell, E. J. Borrack, and Megan Parisi, all affiliated with The Stilwell Group, currently serve on WHLR's board of directors.
  • The Group has an 'Excepted Holder Agreement' allowing them to exceed standard REIT ownership limits, up to 60% of capital stock value and 90% of common stock outstanding.
  • Stilwell Value LLC faced an SEC cease and desist order on September 25, 2024, for untimely filing of beneficial ownership reports, resulting in a $75,000 civil penalty, which has been satisfied.
  • The Group's historical strategy involves asserting shareholder rights to profit from share price appreciation, often by advocating for sales, mergers, or share repurchases, and seeking board representation.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive for the Stilwell Group, as it confirms their continued influence and strategic positioning in Wheeler REIT. The extension of the Letter Agreement indicates ongoing engagement. However, the past SEC violation for Stilwell Value LLC is a negative, and the filing lacks specific positive operational or financial news for Wheeler REIT itself.

Positives

  • The Stilwell Group maintains significant influence over Wheeler REIT's strategic direction through its 49.99% beneficial ownership and board representation.
  • The extension of the Letter Agreement suggests ongoing engagement and a structured approach to managing the Group's stake.
  • The adjusted conversion price of the 7% Senior Subordinated Convertible Notes to $1.74 per share (from $4.907490 per share in some prior sales) could be favorable for the Group's potential future conversions, depending on the market price.
  • The Excepted Holder Agreement allows the Stilwell Group to hold a substantial stake (up to 90% of common stock and 60% of capital stock) without violating REIT ownership restrictions, providing flexibility for their activist strategy.

Negatives

  • Stilwell Value LLC, a key entity within the Group, was subject to an SEC cease and desist order and a $75,000 civil monetary penalty for failing to timely file beneficial ownership reports, indicating past compliance issues.
  • The Letter Agreement restricts the Group from converting Notes if it would lead to 50% or more beneficial ownership of common stock, which could limit their immediate ability to fully realize their equity stake or exert full control.
  • The filing does not provide specific positive financial metrics or operational improvements for Wheeler REIT, focusing instead on the activist investor's position and historical actions.

Risks

  • Regulatory Compliance Risk: Stilwell Value LLC's past SEC violation for untimely filings highlights a potential risk in regulatory compliance, although the penalty has been satisfied and remedial actions taken.
  • Shareholder Rights Limitations: The Letter Agreement's restriction on converting Notes to exceed 50% common stock ownership limits the Group's immediate ability to fully consolidate control, potentially prolonging their activist efforts.
  • Market Price Volatility: The Group's stated purpose is to profit from appreciation in the Issuer's securities, which inherently carries market price risk.
  • Conversion Price Risk: While the conversion price for Notes was adjusted down, the value of the convertible Notes is still subject to the underlying common stock price performance.
  • REIT Ownership Restrictions: Although the Excepted Holder Agreement provides flexibility, the underlying REIT ownership restrictions could still pose complexities for large shareholders.

Future Outlook

The Stilwell Group intends to continue working with Wheeler REIT's management and board to maximize shareholder value, as evidenced by the extension of the Letter Agreement and their ongoing board representation. Their historical actions suggest a focus on strategic alternatives such as sales, mergers, or capital allocation programs like share repurchases.

Management Comments

  • "Our purpose in acquiring the Common Stock of the Issuer is to profit from the appreciation in the Issuer's securities and the market price of the shares of Common Stock through asserting shareholder rights."
  • "In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares."
  • "We hope to work with management and the board of directors to maximize shareholder value at SFBC."
  • "We intend to continue to work to maximize value for all common shareholders of SICP."
  • "We believe management and the board are acting in good faith to maximize shareholder value."
  • "We are evaluating how best to proceed to maximize shareholder value."
  • "We hope to work with management and the board to maximize shareholder value."
  • "We hope to work with management and the board on capital allocation to maximize shareholder value."
  • "We believe management and the directors have ill served PFBX's shareholders, and PFBX should explore all possibilities to maximize shareholder value."

Industry Context

The filing highlights the ongoing trend of activist investors, like the Stilwell Group, targeting publicly traded companies, particularly in the financial and real estate sectors (REITs and banks), to unlock shareholder value. Their strategy often involves advocating for M&A, share repurchases, or board changes when they perceive assets are undervalued or management is underperforming. The detailed history of 78 activist positions underscores a consistent, long-term strategy focused on driving strategic changes rather than passive investment.

Comparison to Industry Standards

  • The Stilwell Group's strategy of acquiring significant stakes and seeking board representation to drive value through sales, mergers, or capital allocation is a common tactic among activist investors in the financial industry.
  • Their historical success in achieving sales or mergers in 23 companies (Category I) and seating directors leading to sales/mergers in 13 companies (Category II) demonstrates a track record comparable to successful activist funds.
  • The engagement with companies like Oregon Trail Financial Corp. (OTFC) and HopFed Bancorp, Inc. (HFBC), involving proxy contests, lawsuits, and ultimately board changes and strategic shifts, aligns with aggressive activist playbooks seen across various industries.
  • The focus on share repurchases and second-step conversions in mutual holding companies (e.g., ROMA, ALLB, ALMG, FSBC, NECB) is a specific strategy often employed in the banking sector to unlock value for public shareholders.
  • The legal proceedings against companies like PBIP and PFBX for fiduciary duty breaches or refusal to provide shareholder lists are typical actions taken by activists when management resists their proposals, reflecting a willingness to escalate.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorN/AJoseph StilwellDecember 19, 2019Elected to the board at the Issuer's shareholder meeting.
DirectorN/AE. J. BorrackJuly 15, 2021Elected to the board at the Issuer's annual meeting of shareholders.
DirectorN/AMegan ParisiMay 19, 2023Elected to the board at the Issuer's annual meeting of shareholders.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Board CompositionJoseph Stilwell, E. J. Borrack, and Megan Parisi, all affiliated with The Stilwell Group, continue to serve on the Issuer's board of directors, indicating significant activist investor representation.Ongoing (elected Dec 2019, July 2021, May 2023 respectively)Increased influence of the Stilwell Group on corporate strategy and decision-making.
Ownership LimitsThe Excepted Holder Agreement was amended to increase the Capital Stock Excepted Holder Limit to 60% and the Common Stock Excepted Holder Limit to 90% for the Stilwell Holders.February 5, 2024Provides greater flexibility for the Stilwell Group to increase its ownership stake without violating REIT ownership restrictions, potentially facilitating further consolidation of control or influence.
Shareholder ReportingThe Stilwell Holders are obligated to annually deliver a detailed report describing their beneficial ownership of the Issuer's securities as long as they beneficially own at least 9.8% of outstanding Common Stock or capital stock.December 5, 2023 (Excepted Holder Agreement)Ensures ongoing transparency regarding the Stilwell Group's holdings to the Issuer.
Conversion RestrictionsThe Letter Agreement, which restricts the Stilwell Holders from converting their Notes if it would result in 50% or more beneficial ownership of Common Stock, was extended to December 7, 2026.November 20, 2025Temporarily limits the Stilwell Group's ability to fully convert their Notes and potentially gain majority control, suggesting a negotiated approach to their influence.

Legal Proceedings

  • Stilwell Value LLC consented to an SEC administrative cease and desist order on September 25, 2024, for violations of Section 13(d)(1) and 13(d)(2) of the Securities Exchange Act of 1934 and related rules, specifically for failing to timely file certain beneficial ownership reports on Schedule 13D and Schedule 13G. A $75,000 civil monetary penalty was imposed and satisfied.

Related Party Transactions

  • The Stilwell Group entities (Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates) acquired 7% Senior Subordinated Convertible Notes from the Issuer as part of a Rights Offering on August 19, 2021.
  • The Stilwell Holders (Stilwell Activist Investments, Stilwell Activist Fund, Stilwell Value Partners VII, and Stilwell Associates) entered into an Excepted Holder Agreement and a Letter Agreement with the Issuer on December 5, 2023, which were subsequently amended.
  • The Stilwell Holders settled redemption requests for 207,713 shares of Series D Preferred Stock, receiving 20,233,821 shares of Common Stock from the Issuer.
  • Joseph Stilwell, E. J. Borrack, and Megan Parisi, all affiliated with The Stilwell Group, serve on the Issuer's board of directors.

Stakeholder Impact

  • Shareholders: The extension of the Letter Agreement and the Stilwell Group's continued significant ownership and board representation suggest ongoing efforts to maximize shareholder value, potentially through strategic transactions or capital allocation. The past SEC violation for Stilwell Value LLC could raise concerns about compliance, but it has been resolved.
  • Management/Board: The presence of three Stilwell Group affiliates on the board indicates a strong activist influence on management decisions and strategic direction. The Letter Agreement's restrictions imply a negotiated relationship.
  • Creditors (Noteholders): The 7% Senior Subordinated Convertible Notes held by the Stilwell Group are a significant debt instrument, and their conversion terms are relevant to the company's capital structure.

Next Steps

  • The Stilwell Group will continue to work with Wheeler REIT's management and board to maximize shareholder value.
  • The Letter Agreement will remain in effect until December 7, 2026, restricting certain Note conversions.
  • The Stilwell Holders are obligated to annually deliver a detailed report describing their beneficial ownership of Wheeler REIT securities.
  • If IROQ fails to substantially implement matters approved by stockholders at its 2024 annual meeting after March 31, 2026, the Stilwell Group will select an additional nominee to the board.
  • The Stilwell Group intends to seek board representation at Lake Shore Bancorp, Inc.'s (LSBK) 2026 annual meeting.
  • The Stilwell Group intends to gain board representation and work to maximize shareholder value at Peoples Financial Corporation (PFBX).
  • The Stilwell Group hopes to work with management and boards of CIB Marine Bancshares, Inc. (CIBH), U & I Financial Corp. (UNIF), Central Plains Bancshares, Inc. (CPBI), and Catalyst Bancorp, Inc. (CLST) to maximize shareholder value.

Key Dates

DateDescription
2000Members or affiliates of the Stilwell Group have taken an activist position in 78 other publicly-traded companies since this year.
2001Stilwell Group met with OTFC management to discuss concerns about maximizing shareholder value.
2002ACAP repurchased approximately 15% of its outstanding shares.
2003ACAP repurchased approximately 15% of its outstanding shares.
2007BRBW deregistered its shares of common stock effective in this year.
2010ACAP became concerned about the fundamentals of its business upon the passage of federal healthcare legislation.
2012Stilwell Group nominated a director for election at HARI's annual meeting.
2012CIBH deregistered its shares of common stock effective in this year.
2013Stilwell Group nominated a director at HARI's annual meeting.
2013FABK deregistered its shares of common stock effective in this year.
2014Stilwell Group nominated a director at HARI's annual meeting.
2015Stilwell Group began soliciting stockholder votes for its nominee for HARI's annual meeting.
2016FFNM deregistered its shares of common stock effective in this year.
2016NECB shares of common stock were deregistered from this year to 2021.
2017CROL deregistered its shares of common stock effective in this year.
2018BFFI deregistered its shares of common stock effective in this year.
2018WAYN deregistered its shares of common stock effective in this year.
2019CFDB deregistered its shares of common stock effective in this year.
2019MBCQ deregistered its shares of common stock effective in this year.
2020OTTW deregistered its shares of common stock effective in this year.
2021Stilwell Group's nominees for election as directors at PFBX's annual meeting were not elected.
2022Stilwell Group's nominees for election as directors at PFBX's annual meeting were not elected.
2023Stilwell Group's nominees for election as directors at PFBX's annual meeting were not elected.
2024Stilwell Group's nominees for election as directors at PFBX's annual meeting were not elected.
2025Stilwell Group's nominees for election as directors at PFBX's annual meeting were not elected.
2000-05-01Stilwell Group filed original Schedule 13D reporting its position in Security of Pennsylvania Financial Corp. (SPN).
2000-06-02SPN and Northeast Pennsylvania Financial Corp. announced SPN's acquisition.
2000-07-07Stilwell Group filed original Schedule 13D reporting its position in Cameron Financial Corporation (Cameron).
2000-10-06Cameron announced its sale to Dickinson Financial Corp.
2000-12-15Stilwell Group filed original Schedule 13D reporting its position in Oregon Trail Financial Corp. (OTFC).
2001-01-04Stilwell Group filed original Schedule 13D reporting its position in Community Financial Corp. (CFIC).
2001-01-25CFIC announced the sale of one of its remaining subsidiaries.
2001-02-23Stilwell Group filed original Schedule 13D reporting its position in Montgomery Financial Corporation (Montgomery).
2001-03-30CFIC announced its merger with First Financial Corporation.
2001-04-20Stilwell Group met with Montgomery's management and suggested they maximize shareholder value by selling the institution.
2001-06-05Montgomery announced that it had hired an investment banker to explore a sale.
2001-06-14Stilwell Group filed original Schedule 13D reporting its position in HCB Bancshares, Inc. (HCBB).
2001-07-24Montgomery announced its merger with Union Community Bancorp.
2001-08-16Stilwell Group started soliciting proxies to elect Kevin D. Padrick, Esq. to the OTFC board.
2001-09-04Stilwell Group reported that it had entered into a standstill agreement with HCBB.
2001-10-12OTFC's shareholders elected Stilwell Group's candidate by a two-to-one margin.
2001-10-22Stilwell Group's nominee, John G. Rich, Esq., was appointed to the HCBB board.
2002-01-31HCBB announced a modified Dutch tender auction to repurchase 20% of its shares.
2002-02-20Stilwell Group entered into a three-year standstill agreement with American Physicians Capital, Inc. (ACAP).
2002-03-12Stilwell Group entered into a standstill agreement with OTFC.
2003-02-26OTFC and FirstBank NW Corp. announced their merger.
2003-06-30Stilwell Group filed original Schedule 13D reporting its position in FPIC Insurance Group, Inc. (FPIC).
2003-08-12Florida's Insurance Department approved Stilwell Group's request to hold more than 5% of FPIC's shares.
2003-08-12HCBB announced it had hired an investment banker to assist in exploring alternatives for maximizing shareholder value.
2003-10-31The merger between OTFC and FirstBank NW Corp. was completed.
2003-11-06ACAP announced a reserve charge and that it would explore options to maximize shareholder value.
2003-11-10FPIC invited Stilwell Group's nominee, John G. Rich, Esq., to join the board.
2003-12-02ACAP announced the early retirement of its president and CEO.
2003-12-23ACAP named R. Kevin Clinton its new president and CEO.
2004-01-14HCBB announced its sale to Rock Bancshares, Inc.
2004-03-29Stilwell Group filed original Schedule 13D reporting its position in Community Bancshares, Inc. (COMB).
2004-06-08Stilwell Group disclosed that it sold FPIC shares in the open market, decreasing its holdings below 5%.
2004-06-24ACAP announced that it had decided that the best means to maximize shareholder value would be to shed non-core businesses.
2004-11-10ACAP invited Joseph Stilwell to sit on the board, and a new standstill agreement was entered.
2005-06-20Stilwell Group filed original Schedule 13D reporting its position in Prudential Bancorp, Inc. of Pennsylvania (PBIP).
2005-08-01Stilwell Group announced it would solicit proxies to oppose adoption of PBIP's management stock benefit plans.
2005-11-21Stilwell Group amended its Schedule 13D for COMB and stated that it should be sold.
2005-12-01Stilwell Group solicited proxies to withhold votes on the election of PBIP's directors.
2006-01-06Stilwell Group disclosed the names of its three board nominees for COMB.
2006-01-19Stilwell Group filed original Schedule 13D reporting its position in SCPIE Holdings Inc. (SKP).
2006-04-06PBIP announced that it had secretly solicited a letter from an FDIC staffer.
2006-04-19PBIP postponed the special meeting to vote on management stock benefit plans.
2006-05-01COMB announced its sale to The Banc Corporation.
2006-09-01The Fed subsequently followed the FDIC's position regarding PBIP in this month.
2006-10-04Stilwell Group sued PBIP, the MHC, and the directors of PBIP and the MHC in federal court.
2006-12-01Stilwell Group solicited proxies to withhold votes on the election of PBIP's directors at the 2007 annual meeting.
2006-12-14SKP agreed to place Joseph Stilwell on its board.
2007-03-07Stilwell Group disclosed that it was publicizing the results of PBIP's elections by placing billboard advertisements.
2007-04-01Stilwell Group engaged in a proxy solicitation at ROMA's first annual meeting.
2007-07-27Stilwell Group filed original Schedule 13D reporting its position in Roma Financial Corp. (ROMA).
2007-08-15The court dismissed some claims against PBIP but sustained Stilwell Group's cause of action against the MHC.
2007-10-16Mr. Stilwell resigned from SKP's board after it approved a sale that he believed was an inferior deal.
2007-11-05Stilwell Group filed original Schedule 13D reporting its position in NorthEast Community Bancorp, Inc. (NECB).
2007-11-21Stilwell Group disclosed that it sold ROMA shares in the open market, decreasing its holdings below 5%.
2007-12-01Stilwell Group filed proxy materials for the solicitation of proxies to withhold votes on the election of PBIP's directors at the 2008 annual meeting.
2008-05-08Stilwell Group's representatives were re-elected to ACAP's board for three-year terms expiring in 2011.
2008-05-22Stilwell Group voluntarily discontinued the lawsuit against PBIP.
2008-05-23Stilwell Group filed original Schedule 13D reporting its position in William Penn Bancorp, Inc. (WMPN).
2008-05-30Stilwell Group filed original Schedule 13D reporting its position in Malvern Bancorp, Inc. (MLVF).
2008-06-11Stilwell Group filed a notice to appeal certain portions of the lower court's August 15, 2007, order dismissing portions of the PBIP lawsuit.
2008-11-01Stilwell Group entered into a settlement agreement and an expense agreement with PBIP.
2008-11-07Stilwell Group filed original Schedule 13D reporting its position in Kingsway Financial Services Inc. (KFS).
2008-12-29Stilwell Group filed original Schedule 13D reporting its position in First Savings Financial Group, Inc. (FSFG).
2009-01-07Stilwell Group entered into a settlement agreement with KFS.
2009-03-12Stilwell Group filed original Schedule 13D reporting its position in Alliance Bancorp, Inc. of Pennsylvania (ALLB).
2009-04-23The KFS board was reconstituted with just three of the original ten legacy directors remaining.
2009-11-03All of the legacy directors had resigned from the KFS board.
2009-12-01Stilwell Group reported that its beneficial ownership of outstanding FSFG common stock had fallen below 5%.
2010-03-05Stilwell Group reported that its ownership in PBIP had dropped below 5%.
2010-07-01Stilwell Group served a demand on NECB to inspect its shareholder list.
2010-08-01NECB produced the list of shareholders to Stilwell Group.
2010-08-11ALLB announced its intention to undertake a second-step offering.
2010-09-24Stilwell Group filed original Schedule 13D reporting its position in FedFirst Financial Corporation (FFCO).
2010-10-08Stilwell Group filed original Schedule 13D reporting its position in Wayne Savings Bancshares, Inc. (WAYN).
2010-10-18Stilwell Group filed original Schedule 13D reporting its position in Standard Financial Corp. (STND).
2010-10-22ACAP was acquired by The Doctors Company.
2010-10-26Stilwell Group demanded that MLVF pursue a derivative action against its directors.
2010-12-29The plan of conversion and reorganization for ALLB was approved by depositors.
2011-01-03Stilwell Group filed original Schedule 13D reporting its position in Home Federal Bancorp, Inc. of Louisiana (HFBL).
2011-02-07Stilwell Group filed original Schedule 13D reporting its position in Wolverine Bancorp, Inc. (WBKC).
2011-02-28Stilwell Group filed original Schedule 13D reporting its position in SP Bancorp, Inc. (SPBC).
2011-03-28Stilwell Group filed original Schedule 13D reporting its position in Eureka Financial Corp. (EKFC).
2011-04-01Stilwell Group filed original Schedule 13D reporting its position in Harvard Illinois Bancorp, Inc. (HARI).
2011-04-11Stilwell Group filed original Schedule 13D reporting its position in Fraternity Community Bancorp, Inc. (FRTR).
2011-04-18Stilwell Group filed original Schedule 13D reporting its position in Sunshine Financial, Inc. (SSNF).
2011-06-03Stilwell Group sued MLVF's directors in Chester County, Pennsylvania.
2011-07-05Stilwell Group filed original Schedule 13D reporting its position in Jacksonville Bancorp, Inc. (JXSB).
2011-07-11Stilwell Group filed original Schedule 13D reporting its position in Naugatuck Valley Financial Corporation (NVSL).
2011-09-23Stilwell Group filed original Schedule 13D reporting its position in Poage Bankshares, Inc. (PBSK).
2011-09-29Stilwell Group filed original Schedule 13D reporting its position in United Insurance Holdings Corp. (UIHC).
2011-10-01Stilwell Group sent a letter to NECB's board of directors demanding board expansion.
2011-10-07Stilwell Group filed original Schedule 13D reporting its position in Provident Financial Holdings, Inc. (PROV).
2011-10-01Stilwell Group filed a lawsuit in New York state court against NECB.
2011-11-09Judge Howard F. Riley Jr. overruled the director defendants' preliminary objections to the MLVF derivative lawsuit.
2012-01-17MLVF announced its intention to undertake a second-step conversion.
2012-01-19Stilwell Group filed original Schedule 13D reporting its position in West End Indiana Bancshares, Inc. (WEIN).
2012-03-05Stilwell Group filed original Schedule 13D reporting its position in IF Bancorp, Inc. (IROQ).
2012-05-07Stilwell Group filed original Schedule 13D reporting its position in Anchor Bancorp (ANCB).
2012-07-23Stilwell Group filed original Schedule 13D reporting its position in Georgetown Bancorp, Inc. (GTWN).
2012-08-22SNFL announced the completion of its second-step conversion.
2012-09-21Stilwell Group filed original Schedule 13D reporting its position in Fairmount Bancorp, Inc. (FMTB).
2012-10-11MLVF conversion and stock offering were completed.
2012-10-22Stilwell Group filed original Schedule 13D reporting its position in Hamilton Bancorp, Inc. (HBK).
2012-11-23Stilwell Group filed original Schedule 13D reporting its position in Polonia Bancorp, Inc. (PBCP).
2012-11-29Stilwell Group filed original Schedule 13D reporting its position in TF Financial Corporation (THRD).
2012-12-17Stilwell Group disclosed that it sold UIHC shares in the open market, decreasing its holdings below 5%.
2013-01-03Stilwell Group disclosed that it sold HFBL shares in the open market, decreasing its holdings below 5%.
2013-01-22Stilwell Group filed original Schedule 13D reporting its position in United Community Bancorp (UCBA).
2013-02-07Stilwell Group disclosed that it sold HFBL shares in the open market, decreasing its holdings below 5%.
2013-02-25Stilwell Group filed original Schedule 13D reporting its position in HopFed Bancorp, Inc. (HFBC).
2013-03-19Stilwell Group disclosed that it sold STND shares in the open market, decreasing its holdings below 5%.
2013-04-08Stilwell Group filed original Schedule 13D reporting its position in Jefferson Bancshares, Inc. (JFBI).
2013-05-20Stilwell Group filed original Schedule 13D with the Federal Deposit Insurance Corporation reporting its position in United-American Savings Bank (UASB).
2013-08-09Stilwell Group met with SPBC management and the Chairman to assess the best way to maximize shareholder value.
2013-08-23Stilwell Group met with ASBB management to assess the best way to maximize shareholder value.
2013-09-05Stilwell Group notified MLVF of its intention to nominate John P. OGrady for election as a director.
2013-10-28Stilwell Group filed original Schedule 13D reporting its position in Delanco Bancorp, Inc. (DLNO).
2013-12-01Prior to its acquisition by Investors Bancorp, Inc., nearly 70% of ROMA's shares were held by a mutual holding company controlled by ROMA's board.
2013-12-18Stilwell Group reached an agreement with Colonial Financial Services, Inc. (COBK) to have a director of its choice appointed to its board.
2014-01-23JFBI's sale to HomeTrust Bancshares, Inc. was announced.
2014-02-13Stilwell Group reported its intention to seek NVSL board representation.
2014-02-25Stilwell Group reported its intention to seek FMTB board representation at its 2015 annual meeting.
2014-03-12Stilwell Group reached an agreement with NVSL for its representative to join NVSL's board of directors.
2014-03-17Stilwell Group filed original Schedule 13D reporting its position in Carroll Bancorp, Inc. (CROL).
2014-03-25Stilwell Group's then analyst, Corissa B. Porcelli, joined COBK's board of directors.
2014-04-14FFCO announced its sale to CB Financial Services, Inc.
2014-04-21Stilwell Group filed original Schedule 13D reporting its position in Sugar Creek Financial Corp. (SUGR).
2014-05-05SPBC announced its sale to Green Bancorp Inc.
2014-06-04THRD announced its sale to National Penn Bancshares, Inc.
2014-07-18Stilwell Group disclosed that it sold its shares to ASBB.
2014-09-10COBK announced its sale to Cape Bancorp, Inc.
2014-09-15Stilwell Group filed original Schedule 13D reporting its position in Seneca-Cayuga Bancorp, Inc. (SCAY).
2014-09-23Stilwell Group filed original Schedule 13D reporting its position in Pinnacle Bancshares, Inc. (PCLB).
2014-11-14PCLB announced the continuation of its share repurchase plan.
2014-11-18Stilwell Group's then analyst, Corissa B. Porcelli, was appointed to the FRTR board of directors.
2014-11-25Stilwell Group terminated its standstill agreement with MLVF.
2014-12-03WMPN announced and subsequently completed its plan to repurchase 10% of its shares outstanding.
2015-02-09Stilwell Group filed original Schedule 13D reporting its position in Ben Franklin Financial, Inc. (BFFI).
2015-04-01The COBK cash/stock deal was completed.
2015-04-16FMTB's sale was announced.
2015-05-11Stilwell Group filed original Schedule 13D reporting its position in Alamogordo Financial Corp. (ALMG).
2015-05-21HARI announced the sale of its subsidiary bank to State Bank in Wonder Lake, IL.
2015-06-04NVSL announced its sale to Liberty Bank in Middletown, Connecticut.
2015-07-21Stilwell Group's nominee, Stephen S. Burchett, was elected as a director to the PBSK board.
2015-10-13FRTR's sale was announced.
2015-10-26Stilwell Group filed original Schedule 13D reporting its position in FSB Community Bankshares, Inc. (FSBC).
2015-11-09Stilwell Group disclosed that it sold shares to UCBA, decreasing its holdings below 5%.
2015-11-12Stilwell Group disclosed that it sold its shares in WEIN in the open market.
2015-12-30UASB announced its sale to Emclaire Financial Corp.
2016-01-15The NVSL cash deal was completed.
2016-01-25Stilwell Group filed original Schedule 13D reporting its position in Central Federal Bancshares, Inc. (CFDB).
2016-02-05Stilwell Group's Director of Research, Corissa B. Porcelli, was appointed to the SSNF board of directors.
2016-03-03FSBC announced and later completed a second-step conversion.
2016-03-07ALMG announced and later completed a second-step conversion.
2016-03-10Stilwell Group filed original Schedule 13D reporting its position in First Federal of Northern Michigan Bancorp, Inc. (FFNM).
2016-03-30MBCQ announced and subsequently completed its plan to repurchase an initial 10% of its shares outstanding.
2016-04-11Stilwell Group disclosed that it sold WMPN shares in the open market, decreasing its holdings below 5%.
2016-05-13The FRTR cash deal was completed.
2016-05-25PCLB announced a new repurchase plan.
2016-06-02PBCP's sale to Prudential Bancorp, Inc. was announced.
2016-07-07Stilwell Group called for ANCB's sale to the highest bidder.
2016-08-01The sale of HARI's subsidiary bank was completed.
2016-08-10Stilwell Group entered into a settlement agreement with HARI.
2016-08-29Stilwell Group agreed not to seek ANCB board representation at the 2016 annual meeting.
2016-10-06GTWN announced its sale to Salem Five Bancorp.
2016-10-11Stilwell Group disclosed that it sold its FFNW shares in the open market.
2016-10-14Stilwell Group disclosed that it sold shares of the converted company, Bancorp 34, Inc., in the open market, decreasing its holdings below 5%.
2016-12-07Stilwell Group disclosed that it sold MLVF shares in the open market, decreasing its holdings below 5%.
2016-12-09Stilwell Group disclosed that it sold shares of the converted company, FSB Bancorp, Inc., in the open market, decreasing its holdings below 5%.
2016-12-13Stilwell Group disclosed that it sold its PCLB shares in the open market.
2016-12-20The WAYN board announced H. Stewart Fitz Gibbon III's unexplained resignation.
2017-03-20Stilwell Group filed original Schedule 13D reporting its position in First Advantage Bancorp (FABK).
2017-04-11ANCB's announced sale to Washington Federal, Inc.
2017-05-01Stilwell Group sent a letter to HFBC stockholders detailing real estate holdings and conflicts of interest.
2017-05-04Stilwell Group filed a complaint in the Delaware Court of Chancery against HFBC.
2017-06-14WBKC's sale to Horizon Bancorp was announced.
2017-07-03Original Schedule 13D filed for Wheeler Real Estate Investment Trust, Inc. (WHLR).
2017-07-28Stilwell Group disclosed that it sold its SUGR shares in the open market.
2017-09-25Stilwell Group disclosed that it sold PROV shares in the open market, decreasing its holdings below 5%.
2017-10-04HFBC announced it had amended the bylaw, mooting the case.
2017-10-18DLNO's sale to First Bank was announced.
2017-12-04Second Amendment to WHLR Schedule 13D filed.
2017-12-06SSNF's sale to The First Bancshares, Inc. was announced.
2017-12-28Stilwell Group filed original Schedule 13D reporting its position in Alcentra Capital Corp (ABDC).
2018-01-05Stilwell Group informed ABDC management that it would aggressively seek board representation if ABDC did not repurchase 10% of its shares in 2018.
2018-01-16FFNM's sale to Mackinac Financial Corporation was announced.
2018-01-17Third Amendment to WHLR Schedule 13D filed.
2018-01-18JXSB's sale to CNB Bank Shares, Inc. was announced.
2018-01-29Stilwell Group served a letter to the SCAY board demanding that SCAY undertake a second-step conversion.
2018-02-07Vice Chancellor J. Travis Laster granted Stilwell Group's motion to recover attorneys fees and expenses against HFBC, awarding $610,312.
2018-02-20Stilwell Group reached an agreement with MBCQ, and its Director of Research, Corissa B. Porcelli, was appointed to the board.
2018-02-23HFBC filed a Form 8-K reporting that its Special Litigation Committee declined to recommend a lawsuit against John Peck.
2018-02-23Stilwell Group formally demanded that HFBC's board of directors take action against HFBC's attorneys for legal malpractice.
2018-03-01Stilwell Group nominated Mark D. Alcott for election to HFBC's board of directors.
2018-04-02The SSNF cash/stock deal was completed.
2018-04-10Stilwell Group entered into a Standstill Agreement with HFBC.
2018-04-18Mr. Alcott's appointment to the HFBC board became effective.
2018-04-30The DLNO stock deal was completed.
2018-05-24Stilwell Group announced that it would withhold its proxy votes on the re-election of the then current KFS CEO.
2018-06-19Fourth Amendment to WHLR Schedule 13D filed.
2018-06-22Fifth Amendment to WHLR Schedule 13D filed.
2018-06-27Sixth Amendment to WHLR Schedule 13D filed.
2018-07-09Seventh Amendment to WHLR Schedule 13D filed.
2018-07-11PBSK's sale to City Holding Company was announced.
2018-07-17ANCB's sale to FS Bancorp, Inc. at a higher price was announced.
2018-07-24Eighth Amendment to WHLR Schedule 13D filed.
2018-08-16Ninth Amendment to WHLR Schedule 13D filed.
2018-09-05Tenth Amendment to WHLR Schedule 13D filed.
2018-09-05The KFS board announced a CEO transition.
2018-09-18Eleventh Amendment to WHLR Schedule 13D filed.
2018-10-23HBK's sale to Orrstown Financial Services, Inc. was announced.
2018-10-29Twelfth Amendment to WHLR Schedule 13D filed.
2018-12-03Stilwell Group announced its intent to seek board representation at BFFI's 2019 annual meeting.
2018-12-07The PBSK stock deal was completed.
2019-01-07HFBC's sale to First Financial Corporation was announced.
2019-01-25Stilwell Group announced its nominees and alternate nominee for ABDC's 2019 election of directors.
2019-02-22Stilwell Group served its notice of intent to nominate Ralph Sesso for election as a director on BFFI's board.
2019-04-15Thirteenth Amendment to WHLR Schedule 13D filed.
2019-05-07Fourteenth Amendment to WHLR Schedule 13D filed.
2019-06-07Fifteenth Amendment to WHLR Schedule 13D filed.
2019-07-08Sixteenth Amendment to WHLR Schedule 13D filed.
2019-07-16BFFI's sale to Corporate America Family Credit Union was announced.
2019-07-18Stilwell Group sold its shares to WTWB.
2019-07-27The HFBC cash/stock deal was completed.
2019-08-13ABDC's sale to Crescent Capital BDC, Inc. was announced.
2019-09-04Stilwell Group served a demand for inspection of SCAY's books and records.
2019-09-05MBCQ's sale to BV Financial, Inc. was announced.
2019-09-24Stilwell Group disclosed that it sold IROQ shares in the open market and had decreased its holdings below 5%.
2019-10-23FABK's sale to Reliant Bancorp, Inc. was announced.
2019-10-24Seventeenth Amendment to WHLR Schedule 13D filed.
2019-11-11Stilwell Group filed a motion to compel the production of SCAY's books and records.
2019-11-14Eighteenth Amendment to WHLR Schedule 13D filed.
2019-11-19Nineteenth Amendment to WHLR Schedule 13D filed.
2019-12-19Joseph Stilwell was elected to WHLR's board of directors.
2020-01-02Twentieth Amendment to WHLR Schedule 13D filed.
2020-01-17CFDB's sale to Southern Missouri Bancorp, Inc. was announced.
2020-01-21Stilwell Group filed original Schedule 13D reporting its position in Garrison Capital, Inc. (GARS).
2020-02-29The MBCQ all-cash deal was completed.
2020-03-06CROL's sale to Farmers and Merchants Bancshares, Inc. was announced.
2020-04-01Stilwell Group sold its stake in GARS.
2020-04-07The judge denied SCAY's motion to dismiss the lawsuit.
2020-05-06SCAY announced its intention to second-step.
2020-05-07Stilwell Group filed original Schedule 13D reporting its position in Cincinnati Bancorp, Inc. (CNNB).
2020-05-27Stilwell Group filed original Schedule 13D reporting its position in Parkway Acquisition Corp. (PKKW).
2020-06-01The judge ordered SCAY to begin the production of board materials for inspection.
2020-06-17Twenty-First Amendment to WHLR Schedule 13D filed.
2020-08-05The Board of Governors of the Federal Reserve notified Stilwell Group that it would not object to its request to buy additional shares of SFBC up to 14.99%.
2020-08-12Twenty-Second Amendment to WHLR Schedule 13D filed.
2020-09-21Stilwell Group's Director of Research, Corissa B. Porcelli, was elected to the KFS board of directors.
2020-09-22Twenty-Third Amendment to WHLR Schedule 13D filed.
2020-11-04NECB announced that it would undertake a second-step conversion.
2020-11-23Stilwell Group filed original Schedule 13D reporting its position in Peoples Financial Corporation (PFBX).
2020-12-28Stilwell Group filed original Schedule 13D reporting its position in ICC Holdings, Inc. (ICCH).
2020-12-29Twenty-Fourth Amendment to WHLR Schedule 13D filed.
2021-01-12SCAY completed its second-step conversion and ceased to exist.
2021-01-13The new stock holding company, Generations Bancorp NY, Inc. (GBNY), began trading.
2021-07-08A form of the Indenture governing the Notes was filed with the Issuer's Registration Statement on Form S-11.
2021-07-12NECB completed its second-step conversion.
2021-07-15E. J. Borrack, General Counsel of The Stilwell Group, was elected to WHLR's board of directors.
2021-07-22WHLR distributed non-transferable subscription rights to its shareholders to purchase up to $30 million in aggregate principal amount of 7% Senior Subordinated Convertible Notes due in 2031.
2021-08-19Stilwell Group entities exercised their Rights and acquired Notes in WHLR.
2021-08-24Twenty-Sixth Amendment to WHLR Schedule 13D filed.
2021-11-24Stilwell Group disclosed that it sold its PKKW shares in the open market.
2021-12-10The Federal Reserve Bank of Chicago notified Stilwell Group that it would not object to its request to buy additional shares of CIBH up to 14.99%.
2022-05-23Stilwell Group sold shares to WAYN, decreasing its holdings below 5%.
2022-05-31Stilwell Group served a demand for inspection of PFBX's books and records pursuant to Mississippi law.
2022-07-07Twenty-Seventh Amendment to WHLR Schedule 13D filed.
2022-07-22Stilwell Group filed a complaint in the Chancery Court of Harrison County, Mississippi to compel the production of PFBX's books and records.
2022-09-01Twenty-Eighth Amendment to WHLR Schedule 13D filed.
2022-09-21Stilwell Group disclosed that it sold CNNB shares in the open market, decreasing its holdings below 5%.
2022-12-20BRBW's sale to Mid Penn Bancorp, Inc. was announced.
2023-01-06Twenty-Ninth Amendment to WHLR Schedule 13D filed.
2023-05-19Megan Parisi, Director of Communications of The Stilwell Group, was elected to WHLR's board of directors.
2023-05-22SICP terminated its registration with the SEC.
2023-06-30Stilwell Group demanded that PFBX pursue a derivative action against its directors.
2023-07-18The Special Chancellor partially granted Stilwell Group's motion for summary judgment against PFBX.
2023-08-01The Federal Reserve Bank of Boston notified Stilwell Group that it would not object to its request to buy additional shares of PVBC up to 14.99%.
2023-08-11The Federal Reserve Bank of Chicago notified Stilwell Group that it would not object to its request to buy additional shares of OTTW up to 19.99%.
2023-09-18Stilwell Group purchased IROQ shares and again filed a Schedule 13D reporting its position.
2023-09-18The Board of Governors of the Federal Reserve notified Stilwell Group that it would not object to its request to buy additional shares of SFBC up to 19.99%.
2023-09-21Date after which holders of Series D Preferred Stock could elect to cause WHLR to redeem at least 100,000 shares, triggering a conversion price adjustment for the Notes.
2023-09-29Stilwell Group filed a derivative complaint on behalf of PFBX against PFBX's directors.
2023-10-02Thirtieth Amendment to WHLR Schedule 13D filed.
2023-10-20Thirty-First Amendment to WHLR Schedule 13D filed.
2023-10-28Stilwell Group entered into a standstill agreement with Provident Bancorp, Inc. (PVBC).
2023-11-09Thirty-Second Amendment to WHLR Schedule 13D filed.
2023-12-05Stilwell Holders entered into an Excepted Holder Agreement and a Letter Agreement with WHLR.
2023-12-08Thirty-Third Amendment to WHLR Schedule 13D filed.
2023-12-18Stilwell Group served a shareholder records inspection demand on Silvergate Capital Corporation (SICP).
2024-01-25PVBC appointed Dennis Pollack to its board after receiving regulatory approval.
2024-02-02Stilwell Group served its notice of intent to nominate Mark D. Alcott for election as a director at OTTW's 2024 annual meeting.
2024-02-05Stilwell Holders and WHLR entered into an amendment to the Excepted Holder Agreement.
2024-02-06Issuer's Form 8-K filed with the SEC regarding the Excepted Holder Agreement Amendment.
2024-02-07Thirty-Fourth Amendment to WHLR Schedule 13D filed.
2024-02-14SFBC announced that it would nominate Stilwell Group's Director of Research, Corissa B. Porcelli, for election to its board of directors.
2024-02-16Stilwell Group filed suit in the Maryland Circuit Court seeking to compel SICP to hold an annual meeting.
2024-03-08Stilwell Group served its notice of intent to nominate Joseph Stilwell for election as a director at ICCH's 2024 annual meeting.
2024-03-20Stilwell Group entered into a Standstill Agreement with Ottawa Bancorp, Inc. (OTTW).
2024-03-20OTTW announced the appointment of Mr. Alcott to its board of directors.
2024-04-09Stilwell Group served its notice of intent to nominate Joseph Stilwell for election as a director at SICP's annual meeting.
2024-05-22Stilwell Group announced its intent to either submit a shareholder proposal calling for GBNY's sale or nominate a director for election at GBNY's 2025 annual meeting.
2024-05-23The Circuit Court granted Stilwell Group's petition and ordered SICP to hold an annual meeting by September 27, 2024.
2024-05-28Stilwell Group submitted a shareholder proposal under Rule 14a-8 calling for the prompt sale of IROQ, which was approved by stockholders.
2024-05-29Corissa B. Porcelli was elected to SFBC's board.
2024-06-08ICCH announced its merger with Mutual Capital Group, Inc.
2024-08-09The Court ordered SICP to produce the records sought by Stilwell Group.
2024-09-06The Circuit Court denied SICP's motion to stay the order to hold an annual meeting pending SICP's appeal.
2024-09-17SICP mailed proxy materials and notice to shareholders of its annual meeting and filed for Chapter 11 bankruptcy protection.
2024-09-18The Appellate Court denied without prejudice SICP's motion to stay the Circuit Court's order pending appeal.
2024-09-19SICP moved the Bankruptcy Court for a temporary restraining order.
2024-09-25The Bankruptcy Court denied SICP's request for a temporary restraining order.
2024-09-25Stilwell Value LLC consented to the entry of an SEC administrative cease and desist order.
2024-09-27Joseph Stilwell was elected to the board of directors at SICP's annual meeting.
2024-10-17The Court denied PFBX's directors' motion to dismiss.
2024-11-05Stilwell Group filed original Schedule 13D reporting its position in Central Plains Bancshares, Inc. (CPBI).
2024-12-05Stilwell Holders and WHLR entered into an amendment to the Letter Agreement, extending its term to December 5, 2025.
2024-12-09Thirty-Fifth Amendment to WHLR Schedule 13D filed.
2024-12-20The Court issued an order allowing Stilwell Group to seek discovery against PFBX's directors.
2025-01-10PFBX's directors filed an interlocutory appeal with the Supreme Court of Mississippi.
2025-04-01The Mississippi Supreme Court denied PFBX's directors' interlocutory appeal.
2025-05-13Stilwell Group reached a settlement with SICP, pending approval by the Bankruptcy Court.
2025-05-14The Federal Reserve Bank of Chicago notified Stilwell Group that it would not object to its request to buy additional shares of IROQ up to 19.99%.
2025-06-05PVBC's sale to NB Bancorp, Inc. was announced.
2025-06-13Thirty-Sixth Amendment to WHLR Schedule 13D filed.
2025-07-30Stilwell Group filed original Schedule 13D reporting its position in Lake Shore Bancorp, Inc. (LSBK).
2025-08-26Stilwell Group served its notice of intent to nominate Scott J. Dworschak for election as a director at IROQ's 2025 annual meeting.
2025-09-16Stilwell Group entered into a standstill agreement with IROQ.
2025-09-24GBNY announced its sale to ESL Federal Credit Union.
2025-09-24IROQ appointed Scott J. Dworschak to its board.
2025-09-30Stilwell Value Partners VII, L.P. sold $11,725 principal amount of 7.00% Subordinated Convertible Notes due 2031.
2025-10-30IROQ announced its sale to ServBanc Holdco, Inc.
2025-10-30Stilwell Group filed original Schedule 13D reporting its position in Catalyst Bancorp, Inc. (CLST).
2025-11-05The conversion price for WHLR's 7% Senior Subordinated Convertible Notes was adjusted to approximately $1.74 per share.
2025-11-05Stilwell Activist Investments, L.P. disposed of 500 Series D Cumulative Preferred Stock and acquired 6,682 Common Stock shares.
2025-11-05WHLR's Common Stock outstanding was reported as 1,380,640 shares in its Form 8-K.
2025-11-13Stilwell Value Partners VII, L.P. sold $2,000,000 principal amount of 7.00% Subordinated Convertible Notes due 2031.
2025-11-13Stilwell Associates, L.P. purchased $312,500 principal amount of 7.00% Subordinated Convertible Notes due 2031.
2025-11-20The Group entered into the Second Letter Agreement Amendment with WHLR, extending the term to December 7, 2026.
2025-11-24Filing date of this Thirty-Seventh Amendment to Schedule 13D.
2026-03-31If IROQ fails to substantially implement the matters approved by stockholders at its 2024 annual meeting after this date, Stilwell Group will select an additional nominee to the board.
2026-12-07Extended termination date of the Letter Agreement between Stilwell Holders and WHLR.

Recommendation

hold

This filing is an amendment to a Schedule 13D, primarily reporting the extension of an existing agreement between an activist investor group and the company. It does not contain new financial results, operational updates, or a definitive strategic announcement (like a merger or sale) for Wheeler REIT. While the Stilwell Group's continued engagement and board representation are notable, the extension of the Letter Agreement is a procedural update that maintains the status quo of their activist position rather than signaling an immediate catalyst for significant price movement. The past SEC compliance issue for Stilwell Value LLC is a minor negative, but it has been resolved. Therefore, a "hold" recommendation is appropriate as there's no new information to warrant a change in investment thesis based solely on this filing.

Keywords

Wheeler Real Estate Investment Trust, WHLR, Stilwell Group, Activist Investor, Schedule 13D/A, Shareholder Rights, Convertible Notes, Board Representation, Corporate Governance, REIT, SEC Filing, Beneficial Ownership, Capital Allocation, Mergers and Acquisitions

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