Transaction #8792 · Form 4 · 0001213900-25-111485

Wheeler Real Estate Investment Trust, Inc. · Purchase · 7.00% Subordinated Convertible Notes due 2031

Wheeler Real Estate Investment Trust, Inc. · Transacted November 13, 2025 · Filed November 17, 2025

Original SEC filing ↗

What does this filing report?

An SEC Form 4 filing for Wheeler Real Estate Investment Trust, Inc. records a purchase involving 7.00% Subordinated Convertible Notes due 2031 on November 13, 2025. The quantity was not reported. The filing date is November 17, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Transaction details

Company CIK
0001527541
Security type
Derivative
Acquisition type
Purchase · Code P
Quantity acquired
Not reported
Reported price
1,000,000 · See footnotes
Reference value
Not reported
Currency
Currency not specified
Ownership
Indirect
Holdings after transaction
Not reported
Ownership description
See footnote
SEC acceptance time
Nov 17, 2025, 3:06 PM EST
10b5-1 indication
Not indicated

Reference value is reported quantity × reported price. It is not a confirmed cash payment or an estimate of a derivative's economic value. A missing currency is not assumed to be USD.

Reporting owners

These are the reporting owners named in the filing. Quantities and amounts are not allocated among co-reporters. Roles reflect this filing, not a current profile.

Company listings

WHLR · NasdaqWHLRD · NasdaqWHLRL · NasdaqWHLRP · Nasdaq

This transaction is not mapped to a specific company listing.

Derivative terms

Underlying security
Common Stock
Underlying quantity
179,359
Conversion / exercise price
1.74
Exercise date
Not reported
Expiration date
December 31, 2031

Filing footnotes & remarks

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.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.

This record was updated Eastern Time. This is the stored record update time, not the transaction date. Report a correction.