Stilwell Joseph - 13 Nov 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 Nov 2025
Net transactions value: -$1,687,500
Form type: 4
Filing time: 17 Nov 2025, 15:06:55 UTC
Previous filing: 07 Nov 2025
Next filing: 10 Dec 2025
SEC: View on sec.gov

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	17 Nov 2025	0001113303
Stilwell Value LLC	10%+ Owner	111 BROADWAY,, 12TH FLOOR, NEW YORK	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	17 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.	17 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.	17 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.	17 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.	17 Nov 2025	0000913960

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	WHLR	Common Stock						87,843	13 Nov 2025	See footnote	F1
holding	WHLR	Common Stock						8,519	13 Nov 2025	See footnote	F2
holding	WHLR	Common Stock						17,680	13 Nov 2025	See footnote	F3
holding	WHLR	Common Stock						161	13 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	7.00% Subordinated Convertible Notes due 2031	Sale	$2,000,000				$1,864,225	13 Nov 2025	Common Stock	1,147,897	$1.74	See footnote	F3, F5, F6, F7
transaction	WHLR	7.00% Subordinated Convertible Notes due 2031	Purchase	$312,500				$552,375	13 Nov 2025	Common Stock	179,359	$1.74	See footnote	F4, F5, F6, F8
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$17,158,975	13 Nov 2025	Common Stock	9,848,375	$1.74	See footnote	F1, F5, F6
holding	WHLR	7.00% Subordinated Convertible Notes due 2031						$2,504,950	13 Nov 2025	Common Stock	1,437,713	$1.74	See footnote	F2, F5, F6
holding	WHLR	Series D Cumulative Convertible Preferred Stock						91,278	13 Nov 2025	Common Stock	0	$85478400.00	See footnote	F1, F9
holding	WHLR	Series D Cumulative Convertible Preferred Stock						13,175	13 Nov 2025	Common Stock	0	$85478400.00	See footnote	F2, F9
holding	WHLR	Series D Cumulative Convertible Preferred Stock						18,158	13 Nov 2025	Common Stock	0	$85478400.00	See footnote	F3, F9
holding	WHLR	Series D Cumulative Convertible Preferred Stock						1,360	13 Nov 2025	Common Stock	0	$85478400.00	See footnote	F4, F9
holding	WHLR	Series B Convertible Preferred Stock						575,494	13 Nov 2025	Common Stock	0	$201600000.00	See footnote	F1, F10
holding	WHLR	Series B Convertible Preferred Stock						83,488	13 Nov 2025	Common Stock	0	$201600000.00	See footnote	F2, F10
holding	WHLR	Series B Convertible Preferred Stock						130,484	13 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	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).
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.
F7	The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $80.0459 per $25.00 of aggregate principal amount.
F8	The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $80.00 per $25.00 of aggregate principal amount.
F9	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.
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.