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WHLR.US

id: 1803

Wheeler Real Estate Investment Trust ($WHLR) $7.1M Investor Settlement

Late claims are being considered for compensation, subject to approval.

$7,125,000

Cash Settlement

E.D. Virginia

Court

2:24-cv-237

Case number

08/16/2021

Class period Start

09/20/2023

Class period End

03/24/2026

Claim deadline

Wheeler Real Estate Investment Trust ($WHLR) has agreed to settle $7.125M with investors to resolve claims that insiders engaged in a self-dealing scheme that diluted common shareholders and shifted control of the company.

Outline:

In 2021, Wheeler announced a rights offering that gave shareholders the ability to purchase convertible notes. While the offering was marketed as a way to avoid dilution by redeeming Series D Preferred Shares, investors say insiders used it to enrich themselves and gain control of the company. As a result, $WHLR stock collapsed by over 99%, and shareholders suffered steep losses.

Timeline:

• July 2021 – Wheeler launched a rights offering for convertible notes to all common shareholders
 • August 2021 – Stilwell Value Partners and affiliates purchased nearly all the notes
 • 2021–2023 – Instead of redeeming Series D shares, the company issued more shares to insiders, increasing dilution
 • 2023 – Common shareholders’ voting power and value fell sharply; $WHLR stock collapsed
 • 2024 – Investors filed suit over breach of fiduciary duty and self-dealing
 • 2025 – Wheeler agreed to a $7.125M settlement with shareholders

Background:

The case centers around a rights offering Wheeler announced in 2021, in which common shareholders could purchase convertible notes. The stated purpose was to raise money to redeem Series D Preferred Shares, which carried significant dilution risk. However, according to investors, the company’s insiders — particularly affiliates of Stilwell Value Partners — purchased nearly all of the available notes and failed to reduce the preferred stock as promised.

Instead, the insiders allegedly allowed the preferred shares to be paid in-kind, receiving more Series D shares as interest. This increased the total preferred stock outstanding and deepened the dilution faced by common shareholders. Investors claim that this was part of a calculated scheme to shift control of Wheeler to a small group of insiders at the expense of public investors.

By 2023, WHLR’s common stock had lost over 99% of its value, and former large shareholders were nearly wiped out. The lawsuit alleged breach of fiduciary duty, unjust enrichment, and corporate waste.

What Can Investors Expect Now?

Wheeler Real Estate Investment Trust ($WHLR) has agreed to settle $7,125,000 with investors to resolve claims that insiders engaged in a self-dealing scheme that diluted common shareholders and shifted control of the company.

If you were damaged due to this situation, you can file for a payout and get your share of the settlement. You can check if you are eligible and other details in the FAQ section below.

Case Type

US Securities Class Action

Case Status

Accepting Late Claims

Alleged Offence

Misleading Statements,

Financial Misrepresentation,

Failure to Disclose,

Breach of Fiduciary duty

Suspected Party

Directors,

Management

Security Type

Stocks

Trade Direction

Long

Filing date

04/10/2024

Plaintiffs

William Corso

Attorneys

Block & Leviton LLP

Defendants

David Kelly; Andrew Jones ; John W. Sweet

Administrator

Verita Global

Settlement agreement date

2025-12-24

Court hearing date

03/31/2026

Exclusion deadline

03/10/2026

Objection deadline

03/10/2026

Attorney fee

$2,446,250

Trades matching type

FIFO

Frequently Asked Questions

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