Stilwell Joseph - 31 Dec 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
31 Dec 2025
Net transactions value
$0
Form type
4
Filing time
05 Jan 2026, 15:46:18 UTC
Previous filing
29 Dec 2025
Next filing
05 Jan 2026
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 05 Jan 2026 0001113303
Stilwell Value LLC 10%+ Owner 111 BROADWAY,, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 05 Jan 2026 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. 05 Jan 2026 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. 05 Jan 2026 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. 05 Jan 2026 0001555931
Stilwell Associates, L.P. 10%+ Owner 111 BROADWAY,, 12TH FLOOR, NEW YORK /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. 05 Jan 2026 0000913960

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WHLR Common Stock 43,920 31 Dec 2025 See footnote F1
holding WHLR Common Stock 4,259 31 Dec 2025 See footnote F2
holding WHLR Common Stock 8,840 31 Dec 2025 See footnote F3
holding WHLR Common Stock 80 31 Dec 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 Other +28,885 +36% 108,954 31 Dec 2025 Common Stock 0 $170956800.00 See footnote F1, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +4,217 +36% 15,798 31 Dec 2025 Common Stock 0 $170956800.00 See footnote F2, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +3,138 +20% 19,099 31 Dec 2025 Common Stock 0 $170956800.00 See footnote F3, F7, F8, F9
transaction WHLR Series D Cumulative Convertible Preferred Stock Other +929 +68% 2,289 31 Dec 2025 Common Stock 0 $170956800.00 See footnote F4, F7, F8, F9
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $17,158,975 31 Dec 2025 Common Stock 9,054,735 $1.90 See footnote F1, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $2,504,950 31 Dec 2025 Common Stock 1,321,853 $1.90 See footnote F2, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $1,864,225 31 Dec 2025 Common Stock 983,745 $1.90 See footnote F3, F5, F6
holding WHLR 7.00% Subordinated Convertible Notes due 2031 $552,375 31 Dec 2025 Common Stock 291,486 $1.90 See footnote F4, F5, F6
holding WHLR Series B Convertible Preferred Stock 560,988 31 Dec 2025 Common Stock 0 $403200000.00 See footnote F1, F10
holding WHLR Series B Convertible Preferred Stock 83,488 31 Dec 2025 Common Stock 0 $403200000.00 See footnote F2, F10
holding WHLR Series B Convertible Preferred Stock 116,990 31 Dec 2025 Common Stock 0 $403200000.00 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 securities 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 securities 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 securities 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 securities 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 $1.895028 per share (13.192419 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 As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on November 20, 2025, the Issuer determined that interest on the Notes payable on December 31, 2025, would be paid in the form of Series D Preferred Stock. On December 31, 2025, the Issuer issued shares of Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").
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 0.00000015 shares of the Issuer's common stock (a conversion price of $170,956,800 per share of common stock). Series D Preferred Stock has no expiration date.
F9 In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on December 31, 2025 was determined based on a per share value of $20.789285, calculated as the product of (x) the average of the per share volume-weighted average prices for Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.
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 0.00000006 shares of the Issuer's common stock (a conversion price of $403,200,000 per share of common stock). Series B Preferred Stock has no expiration date.