SEC FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

STILWELL JOSEPH

(Last)

(First)

(Middle)

200 CALLE DEL SANTO CRISTO

(Street)

SAN JUAN

00901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wheeler Real Estate Investment Trust, Inc. [ WHLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/11/2025		C		405,580 ⁽⁵⁾	A	$ 2.8193	405,812	I	See footnote ⁽¹⁾
Common Stock	06/11/2025		C		42,564 ⁽⁵⁾	A	$ 2.8193	42,599	I	See footnote ⁽²⁾
Common Stock	06/11/2025		C		88,333 ⁽⁵⁾	A	$ 2.8193	88,399	I	See footnote ⁽³⁾
Common Stock								806	I	See footnote ⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
7.00% Subordinated Convertible Notes due 2031	$ 2.82 ⁽⁶⁾	06/11/2025		C			$ 1,143,457 ⁽⁸⁾	⁽⁶⁾	12/31/2031	Common Stock	405,580 ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	⁽⁸⁾	$ 17,158,968	I	See footnote ⁽¹⁾
7.00% Subordinated Convertible Notes due 2031	$ 2.82 ⁽⁶⁾	06/11/2025		C			$ 120,002 ⁽⁸⁾	⁽⁶⁾	12/31/2031	Common Stock	42,564 ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	⁽⁸⁾	$ 2,504,948	I	See footnote ⁽²⁾
7.00% Subordinated Convertible Notes due 2031	$ 2.82 ⁽⁶⁾	06/11/2025		C			$ 249,041 ⁽⁸⁾	⁽⁶⁾	12/31/2031	Common Stock	88,333 ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾	⁽⁸⁾	$ 3,875,959	I	See footnote ⁽³⁾
7.00% Subordinated Convertible Notes due 2031	$ 2.82 ⁽⁶⁾							⁽⁶⁾	12/31/2031	Common Stock	85,082 ⁽⁶⁾ ⁽⁷⁾		$ 239,875	I	See footnote ⁽⁴⁾
Series D Cumulative Convertible Preferred Stock	$ 17,095,680 ⁽⁹⁾	06/12/2025		S			13,193 ⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	0 ⁽⁹⁾	$ 33.2264	69,306	I	See footnote ⁽¹⁾
Series D Cumulative Convertible Preferred Stock	$ 17,095,680 ⁽⁹⁾	06/12/2025		S			1,893 ⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	0 ⁽⁹⁾	$ 33.2264	9,944	I	See footnote ⁽²⁾
Series D Cumulative Convertible Preferred Stock	$ 17,095,680 ⁽⁹⁾	06/12/2025		S			2,414 ⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Common Stock	0 ⁽⁹⁾	$ 33.2264	12,683	I	See footnote ⁽³⁾
Series D Cumulative Convertible Preferred Stock	$ 17,095,680 ⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	0 ⁽⁹⁾		909	I	See footnote ⁽⁴⁾
Series B Convertible Preferred Stock	$ 40,320,000 ⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	0 ⁽¹¹⁾		578,645	I	See footnote ⁽¹⁾
Series B Convertible Preferred Stock	$ 40,320,000 ⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	0 ⁽¹¹⁾		83,488	I	See footnote ⁽²⁾
Series B Convertible Preferred Stock	$ 40,320,000 ⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	0 ⁽¹¹⁾		131,199	I	See footnote ⁽³⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. On June 11, 2025, the Reporting Person submitted to the Issuer a notice to convert the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") into shares of the Issuer's common stock at a conversion price of $2.819312 per share (8.867413 common shares for each $25.00 of principal amount of the Notes being converted) in accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").

6. 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 $2.819312 per share (8.867413 common shares for each $25.00 of principal amount of the Notes being converted).

7. 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.

8. On June 11, 2025, the Reporting Person submitted to the Issuer a notice to convert the Notes into shares of the Issuer's common stock at a conversion price of $2.819312 per share (8.867413 common shares for each $25.00 of principal amount of the Notes being converted) in accordance with the terms of the Indenture.

9. 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 0.000001 shares of the Issuer's common stock (a conversion price of $17,095,680 per share of common stock). Series D Preferred Stock has no expiration date.

10. This Form 4 reports the following sales of Series D Preferred Stock on June 12, 2025: (i) SAI sold 13,193 shares at $33.2264 per share, (ii) SAF sold 1,893 shares at $33.2264 per share, and (iii) SVP VII sold 2,414 shares at $33.2264 per share.

11. 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 0.0000006 shares of the Issuer's common stock (a conversion price of $40,320,000 per share of common stock). Series B Preferred Stock has no expiration date.

	/s/ Joseph Stilwell	06/13/2025
	** Signature of Reporting Person	Date
	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	06/13/2025
	** Signature of Reporting Person	Date
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.	06/13/2025
	** Signature of Reporting Person	Date
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.	06/13/2025
	** Signature of Reporting Person	Date
	/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.	06/13/2025
	** Signature of Reporting Person	Date
	/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.	06/13/2025
	** Signature of Reporting Person	Date
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