SEC FORM 4

SEC FORM 4SEC 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stilwell Joseph

(Last)

(First)

(Middle)

200 CALLE DEL SANTO CRISTO

(Street)

SAN JUAN

PUERTO RICO

00901

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

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

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

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

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	09/30/2026		A		142,015⁽⁵⁾	A	⁽⁵⁾	584,578	I	See footnote⁽¹⁾
Common Stock	09/30/2026		S		5⁽⁶⁾	D	$3.03	584,573	I	See footnote⁽¹⁾
Common Stock	09/30/2026		A		19,685⁽⁷⁾	A	⁽⁷⁾	80,969	I	See footnote⁽²⁾
Common Stock								1	I	See footnote⁽³⁾
Common Stock								62,829	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	$4.85⁽⁸⁾	09/30/2026		P		$378,650		⁽⁸⁾	12/31/2031	Common Stock	78,128⁽⁸⁾⁽⁹⁾	$1,287,410⁽¹⁰⁾	$17,537,625	I	See footnote⁽¹⁾
7.00% Subordinated Convertible Notes due 2031	$4.85⁽⁸⁾							⁽⁸⁾	12/31/2031	Common Stock	516,859⁽⁸⁾⁽⁹⁾		$2,504,950	I	See footnote⁽²⁾
7.00% Subordinated Convertible Notes due 2031	$4.85⁽⁸⁾	09/30/2026		S			$801,725	⁽⁸⁾	12/31/2031	Common Stock	165,424⁽⁸⁾⁽⁹⁾	$2,725,865⁽¹¹⁾	$0	I	See footnote⁽³⁾
7.00% Subordinated Convertible Notes due 2031	$4.85⁽⁸⁾	09/30/2026		P		$72,625		⁽⁸⁾	12/31/2031	Common Stock	14,985⁽⁸⁾⁽⁹⁾	$246,925⁽¹²⁾	$1,250,000	I	See footnote⁽⁴⁾
Series D Cumulative Convertible Preferred Stock	⁽¹³⁾	09/30/2026		D			6,801⁽¹⁴⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	0⁽¹³⁾	⁽¹⁴⁾	121,302	I	See footnote⁽¹⁾
Series D Cumulative Convertible Preferred Stock	⁽¹³⁾	09/30/2026		D			899⁽¹⁵⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	0⁽¹³⁾	⁽¹⁵⁾	17,688	I	See footnote⁽²⁾
Series D Cumulative Convertible Preferred Stock	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	0⁽¹³⁾		21,148	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁶⁾	09/30/2026		D			26,897⁽¹⁷⁾	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	0⁽¹⁶⁾	⁽¹⁷⁾	469,288	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽¹⁶⁾	09/30/2026		D			3,903⁽¹⁸⁾	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	0⁽¹⁶⁾	⁽¹⁸⁾	61,693	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	0⁽¹⁶⁾		90,565	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Stilwell Joseph

(Last)

(First)

(Middle)

200 CALLE DEL SANTO CRISTO

(Street)

SAN JUAN

PUERTO RICO

00901

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Value LLC

(Last)

(First)

(Middle)

111 BROADWAY 12TH FLOOR

(Street)

NEW YORK

10006

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Activist Investments, L.P.

(Last)

(First)

(Middle)

111 BROADWAY 12TH FLOOR

(Street)

NEW YORK

10006

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Activist Fund, L.P.

(Last)

(First)

(Middle)

111 BROADWAY 12TH FLOOR

(Street)

NEW YORK

10006

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Value Partners VII, L.P.

(Last)

(First)

(Middle)

111 BROADWAY 12TH FLOOR

(Street)

NEW YORK

10006

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Stilwell Associates, L.P.

(Last)

(First)

(Middle)

111 BROADWAY

12TH FLOOR

(Street)

NEW YORK

10006

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

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 securities 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 securities 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 securities 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 securities reported as owned indirectly except to the extent of his pecuniary interest therein.

5. On September 30, 2026, the Issuer agreed to issue to SAI 142,015 shares of the Issuer's common stock ("Common Stock") in exchange for 26,897 shares of the Issuer's Series B Preferred Stock ("Series B Preferred Stock") and 6,801 shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") held by SAI (the "Third SAI Exchange"). The Issuer did not receive any cash proceeds in the Third SAI Exchange.

6. This Form 4 reports the sale by SAI on September 30, 2026 of 5 shares of Common Stock at $3.03 per share.

7. On September 30, 2026, the Issuer agreed to issue to SAF 19,685 shares of Common Stock in exchange for 3,903 shares of Series B Preferred Stock and 899 shares of Series D Preferred Stock held by SAF (the "Third SAF Exchange"). The Issuer did not receive any cash proceeds in the Third SAF Exchange.

8. 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 Common Stock at a conversion price of $4.84648 per share (5.158382 common shares for each $25.00 of principal amount of the Notes being converted).

9. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of Series B Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the Notes.

10. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $85.00 per $25.00 of aggregate principal amount.

11. The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $85.00 per $25.00 of aggregate principal amount.

12. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $85.00 per $25.00 of aggregate principal amount.

13. 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 0.00000000002 shares of Common Stock (a conversion price of $1,107,800,064,000 per share of Common Stock). Series D Preferred Stock has no expiration date.

14. The preferred stock disposition was pursuant to the Third SAI Exchange.

15. The preferred stock disposition was pursuant to the Third SAF Exchange.

16. 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 0.000000000001 shares of Common Stock (a conversion price of $2,612,736,000,000 per share of Common Stock). Series B Preferred Stock has no expiration date.

17. The preferred stock disposition was pursuant to the Third SAI Exchange.

18. The preferred stock disposition was pursuant to the Third SAF Exchange.

	/s/ Joseph Stilwell	10/02/2026
	/s/ Joseph Stilwell as authorized agent for Stilwell Value LLC	10/02/2026
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P.	10/02/2026
	/s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P.	10/02/2026
	/s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P.	10/02/2026
	/s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P.	10/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)