Stilwell Joseph - 13 Mar 2025 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Role: Director, 10%+ Owner
Signature: /s/ Joseph Stilwell
Issuer symbol: WHLR
Transactions as of: 13 Mar 2025
Net transactions value: -$20,000
Form type: 4
Filing time: 17 Mar 2025, 16:22:12 UTC
Previous filing: 12 Mar 2025
Next filing: 25 Mar 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WHLR	Common Stock						8,187	13 Mar 2025	See footnote	F1
holding	WHLR	Common Stock						1,228	13 Mar 2025	See footnote	F2
holding	WHLR	Common Stock						2,323	13 Mar 2025	See footnote	F3
holding	WHLR	Common Stock						31	13 Mar 2025	See footnote	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WHLR	Series B Convertible Preferred Stock	Sale	$11,644	-2,911	-0.49%	$4.00	589,854	13 Mar 2025	Common Stock	0	$1152000.00	See footnote	F1, F8, F9
transaction	WHLR	Series B Convertible Preferred Stock	Sale	$3,248	-812	-0.95%	$4.00	84,980	13 Mar 2025	Common Stock	0	$1152000.00	See footnote	F2, F8, F9
transaction	WHLR	Series B Convertible Preferred Stock	Sale	$5,108	-1,277	-0.95%	$4.00	133,543	13 Mar 2025	Common Stock	0	$1152000.00	See footnote	F3, F8, F9
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$18,302,425	13 Mar 2025	Common Stock	20,065,312	$0.9100	See footnote	F1, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$2,624,950	13 Mar 2025	Common Stock	2,877,784	$0.9100	See footnote	F2, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$4,125,000	13 Mar 2025	Common Stock	4,522,319	$0.9100	See footnote	F3, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$239,875	13 Mar 2025	Common Stock	262,979	$0.9100	See footnote	F4, F5, F6
holding	WHLR	Series D Cumulative Convertible Preferred Stock						82,499	13 Mar 2025	Common Stock	4	$488448.00	See footnote	F1, F7
holding	WHLR	Series D Cumulative Convertible Preferred Stock						11,837	13 Mar 2025	Common Stock	0	$488448.00	See footnote	F2, F7
holding	WHLR	Series D Cumulative Convertible Preferred Stock						15,097	13 Mar 2025	Common Stock	0	$488448.00	See footnote	F3, F7
holding	WHLR	Series D Cumulative Convertible Preferred Stock						1,009	13 Mar 2025	Common Stock	0	$488448.00	See footnote	F4, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F2	These securities are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F3	These securities are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F4	These securities are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein.
F5	The Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of approximately $0.91 per share (approximately 27.41 common shares for each $25.00 of principal amount of the Notes being converted).
F6	Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), in each case as set forth in the Notes. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person.
F7	Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000051 shares of the Issuer's common stock (a conversion price of $488,448 per share of common stock). Series D Preferred Stock has no expiration date.
F8	This Form 4 reports the following sales of Series B Preferred Stock on March 13, 2025: (i) SAI sold 2,911 shares at $4.00 per share, (ii) SAF sold 812 shares at $4.00 per share, and (iii) SVP VII sold 1,277 shares at $4.00 per share.
F9	Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000022 shares of the Issuer's common stock (a conversion price of $1,152,000 per share of common stock). Series B Preferred Stock has no expiration date.