Form 4: Stilwell Increases WHLR Common Stock Holdings via Redemption

Joseph Stilwell and affiliated entities acquired common stock in Wheeler Real Estate Investment Trust, Inc. through the redemption of Series D Preferred Stock.

Summary

• Joseph Stilwell, a Director and 10% owner, along with several affiliated entities (Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stilwell Associates, L.P.), reported changes in beneficial ownership of Wheeler Real Estate Investment Trust, Inc. (WHLR).
• On November 5, 2025, 6,682 shares of WHLR common stock were acquired by these reporting persons.
• This acquisition resulted from the settlement of redemption requests for the Issuer's Series D Cumulative Convertible Preferred Stock in shares of common stock.
• The redemption price for each Series D Preferred Stock share was approximately $42.34, calculated as $25.00 per share plus accrued but unpaid dividends.
• The number of common shares issued upon redemption was based on a common stock price of approximately $3.17, which was the volume-weighted average closing sales price for the ten trading days preceding the redemption date.
• The reporting persons also beneficially own 7.00% Subordinated Convertible Notes due 2031, convertible into common stock at $1.742315 per share (14.348723 common shares per $25.00 principal amount).
• Additionally, they hold Series D Cumulative Convertible Preferred Stock and Series B Convertible Preferred Stock, with extremely high conversion prices of $85,478,400 and $201,600,000 per common share, respectively, making their conversion into common stock practically non-viable at current market prices.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the preferred stock redemption being settled in common stock at a low price, which could imply financial strain or dilution for common shareholders, despite the insider's increased common stock holdings.

Positives

• Increased common stock ownership by a significant insider (Joseph Stilwell and affiliates) could be interpreted as a long-term vote of confidence, even if the acquisition was a result of a preferred stock redemption.

Negatives

• The redemption of Series D Preferred Stock was settled in common stock rather than cash, which may suggest liquidity management strategies or a desire to reduce preferred stock obligations by issuing equity.
• The common stock price used for the redemption (approximately $3.17) is relatively low, potentially leading to dilution for existing common shareholders.
• The extremely high conversion prices for Series D and Series B Preferred Stock into common stock ($85,478,400 and $201,600,000 per common share, respectively) indicate that these preferred shares are not practically convertible into common stock under normal market conditions, limiting their upside potential from common equity appreciation.

Risks

• Potential dilution for existing common shareholders due to the issuance of common stock to settle preferred stock redemptions.
• The company's decision to settle preferred stock redemptions with common stock rather than cash could signal underlying liquidity concerns or a strategic shift in capital structure management.

Future Outlook

The filing, a Form 4, does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This insider transaction report reflects a specific capital structure management event for Wheeler Real Estate Investment Trust, Inc., a REIT. The settlement of preferred stock redemptions in common stock is a mechanism companies may use to manage liabilities, which can be influenced by broader market conditions for REITs and their access to capital.

Related Party Transactions

• The reported transactions involve Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc., and entities controlled by him. These transactions are considered related party dealings.

Stakeholder Impact

• Common shareholders may experience dilution due to the issuance of new common shares to settle Series D Preferred Stock redemptions.
• Preferred shareholders who had their Series D Preferred Stock redeemed received common stock, potentially impacting their investment's liquidity and future value depending on the common stock's performance.

Key Dates

Recommendation

A 'hold' recommendation is appropriate as this Form 4 primarily reports a transaction rather than providing comprehensive financial results or strategic updates. While the increased common stock ownership by a significant insider could be seen positively, the method of acquisition (preferred stock redemption settled in common shares at a low price) introduces potential dilution concerns for existing common shareholders and might signal underlying financial management strategies. Further analysis of the company's broader financial health and strategic direction would be necessary for a stronger recommendation.

Keywords

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