Stilwell Joseph - 05 Nov 2025 Form 4 Insider Report for Wheeler Real Estate Investment Trust, Inc. (WHLR)

Signature
/s/ Joseph Stilwell
Issuer symbol
WHLR
Transactions as of
05 Nov 2025
Net transactions value
$0
Form type
4
Filing time
07 Nov 2025, 18:58:57 UTC
Previous filing
02 Oct 2025
Next filing
17 Nov 2025

Reporting Owners (6)

Name Relationship Address Signature Signature date CIK
Stilwell Joseph Director, 10%+ Owner 200 CALLE DEL, SANTO CRISTO, SAN JUAN, PUERTO RICO /s/ Joseph Stilwell 07 Nov 2025 0001113303
Stilwell Value LLC 10%+ Owner 111 BROADWAY,, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 07 Nov 2025 0001397076
Stilwell Activist Investments, L.P. 10%+ Owner 111 BROADWAY,, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 07 Nov 2025 0001573720
Stilwell Activist Fund, L.P. 10%+ Owner 111 BROADWAY,, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. 07 Nov 2025 0001564452
Stilwell Value Partners VII, L.P. 10%+ Owner 111 BROADWAY,, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 07 Nov 2025 0001555931
Stilwell Associates, L.P. 10%+ Owner 111 BROADWAY,, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. 07 Nov 2025 0000913960

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WHLR Common Stock Award +6,682 +8.2% 87,843 05 Nov 2025 See footnote F1, F5
holding WHLR Common Stock 8,519 05 Nov 2025 See footnote F2
holding WHLR Common Stock 17,680 05 Nov 2025 See footnote F3
holding WHLR Common Stock 161 05 Nov 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 D Cumulative Convertible Preferred Stock Disposed to Issuer -500 -0.54% 91,278 05 Nov 2025 Common Stock 0 $85478400.00 See footnote F1, F8, F9
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $17,158,975 05 Nov 2025 Common Stock 9,848,375 $1.74 See footnote F1, F6, F7
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $2,504,950 05 Nov 2025 Common Stock 1,437,713 $1.74 See footnote F2, F6, F7
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $3,864,225 05 Nov 2025 Common Stock 2,217,867 $1.74 See footnote F3, F6, F7
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $239,875 05 Nov 2025 Common Stock 137,675 $1.74 See footnote F4, F6, F7
holding WHLR Series D Cumulative Convertible Preferred Stock 13,175 05 Nov 2025 Common Stock 0 $85478400.00 See footnote F2, F8
holding WHLR Series D Cumulative Convertible Preferred Stock 18,158 05 Nov 2025 Common Stock 0 $85478400.00 See footnote F3, F8
holding WHLR Series D Cumulative Convertible Preferred Stock 1,360 05 Nov 2025 Common Stock 0 $85478400.00 See footnote F4, F8
holding WHLR Series B Convertible Preferred Stock 575,494 05 Nov 2025 Common Stock 0 $201600000.00 See footnote F1, F10
holding WHLR Series B Convertible Preferred Stock 83,488 05 Nov 2025 Common Stock 0 $201600000.00 See footnote F2, F10
holding WHLR Series B Convertible Preferred Stock 130,484 05 Nov 2025 Common Stock 0 $201600000.00 See footnote F3, F10
* 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 Represents shares of the Issuer's common stock that were acquired as a result of the Issuer settling redemption requests for the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") in shares of the Issuer's common stock. The redemption price for each share of Series D Preferred Stock was approximately $42.34 ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption date). The number of shares of common stock issued upon redemption of Series D Preferred Stock was based on a common stock price of approximately $3.17, which was the volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of common stock for the ten consecutive trading days immediately preceding, but not including, the redemption date.
F6 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 $1.742315 per share (14.348723 common shares for each $25.00 of principal amount of the Notes being converted).
F7 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 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.
F8 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 0.0000003 shares of the Issuer's common stock (a conversion price of $85,478,400 per share of common stock). Series D Preferred Stock has no expiration date.
F9 Disposition was as a result of the redemption of Series D Preferred Stock, which was settled in shares of the Issuer's common stock at a redemption price of approximately $42.34 per share of Series D Preferred Stock ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the redemption date).
F10 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 0.0000001 shares of the Issuer's common stock (a conversion price of $201,600,000 per share of common stock). Series B Preferred Stock has no expiration date.