Wheeler Real Estate Investment Trust ($WHLR) $7.1M Investor Settlement
Wheeler Real Estate Investment Trust ($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.
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.
• 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 $7.125M settlement with shareholders
The case centers around a rights offering Wheeler announced in 2021, in which common shareholders could purchase convertible notes. The stated purpose was to raise money to redeem Series D Preferred Shares, which carried significant dilution risk. However, according to investors, the company’s insiders — particularly affiliates of Stilwell Value Partners — purchased nearly all of the available notes and failed to reduce the preferred stock as promised.
Instead, the insiders allegedly allowed the preferred shares to be paid in-kind, receiving more Series D shares as interest. This increased the total preferred stock outstanding and deepened the dilution faced by common shareholders. Investors claim that this was part of a calculated scheme to shift control of Wheeler to a small group of insiders at the expense of public investors.
By 2023, WHLR’s common stock had lost over 99% of its value, and former large shareholders were nearly wiped out. The lawsuit alleged breach of fiduciary duty, unjust enrichment, and corporate waste.
Wheeler Real Estate Investment Trust ($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.
Frequently Asked Questions
All persons or entities who (i) held Wheeler common stock as of August 16, 2021, or (ii) purchased Wheeler common stock during the period between August 16, 2021 and September 20, 2023, inclusive.
No, if you have purchased securities within the class period, you are eligible to participate.
You can participate in the settlement and retain (or sell) your securities.
The entire process usually takes 4 to 9 months after the claim deadline. But the exact timing depends on the court and settlement administration.
If you're eligible, you can file your claim directly from this case page by clicking the "Collect Payout" button.
More than 100 companies are currently paying out settlements. Connect your brokerage account to automatically check which ones you may have missed — or file manually for this case.
11th.com is an investor recovery company that helps investors track and collect securities class action settlements. We will:
1. Prepare documents for your payout.
2. Audit the claim and make sure you get the maximum possible payout.
3. File a claim with the settlement administration.
4. Correspond with the settlement administration to resolve emerging issues.
5. Deliver payout directly to your brokerage account.
There is no upfront cost, but we will deduct 20% of the recovered amount as a commission for our services.