Wheeler REIT (WHLR) CEO paid note interest in Series D preferred stock
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust, Inc. CEO Michael Andrew Franklin reported changes in his holdings of the company’s convertible securities. He holds 7.00% Subordinated Convertible Notes due 2031 that are convertible into 9,491 shares of common stock at a conversion price of $2.771041 per share, or 9.021881 common shares for each $25.00 of principal.
On June 30, 2026, interest on these Notes was paid to him in the form of Series D Cumulative Convertible Preferred Stock. He received 44 shares of Series D Preferred Stock as interest, bringing his total Series D holdings to 88 shares, based on a per share value of $20.698249 determined under the Indenture’s volume‑weighted average price formula. The Series D Preferred Stock is itself convertible into common stock at a very high stated conversion price and has no expiration date.
Positive
- None.
Negative
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Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Franklin Michael Andrew
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series D Cumulative Convertible Preferred Stock | 44 | $0.00 | $0.00 |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
Holdings After Transaction:
Series D Cumulative Convertible Preferred Stock — 88 shares (Direct);
7.00% Subordinated Convertible Notes due 2031 — 9,491 shares (Direct)
Footnotes (5)
- F1. Each share of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000000004 shares of the Issuer's common stock (a conversion price of $6,154,444,800 per share of common stock). Series D Preferred Stock has no expiration date.
- F2. As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on May 20, 2026, the Issuer determined that interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") payable on June 30, 2026, would be paid in the form of Series D Preferred Stock. On June 30, 2026, the Issuer issued shares of the Series D Preferred Stock to the Reporting Person as payment of interest with respect to the Notes, in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture").
- F3. In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on June 30, 2026, was determined based on a per share value of $20.698249, calculated as the product of (x) the average of the per share volume-weighted average prices for Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.
- F4. 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 $2.771041 per share (9.021881 common shares for each $25.00 of principal amount of the Notes being converted).
- F5. 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 or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person.
Key Figures
Series D shares received: 44 shares
Total Series D holdings: 88 shares
Underlying common from Notes: 9,491 shares
+5 more
8 metrics
Series D shares received
44 shares
Interest on Notes paid June 30, 2026
Total Series D holdings
88 shares
After June 30, 2026 interest payment
Underlying common from Notes
9,491 shares
Based on outstanding principal held by CEO
Note conversion price
$2.771041 per share
Conversion price into common stock
Conversion ratio per $25 note
9.021881 common shares
For each $25.00 principal amount
Series D VWAP factor value
$20.698249 per share
Per share value used for interest payment
Series D conversion price
$6,154,444,800 per common share
Implied from 0.000000004 share conversion rate
Notes coupon rate
7.00%
Subordinated Convertible Notes due 2031
Key Terms
7.00% Subordinated Convertible Notes due 2031, Series D Cumulative Convertible Preferred Stock, Indenture, volume-weighted average prices, +1 more
5 terms
7.00% Subordinated Convertible Notes due 2031 financial
"interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031"
Series D Cumulative Convertible Preferred Stock financial
"Each share of the Issuer's Series D Cumulative Convertible Preferred Stock"
Indenture financial
"in accordance with the terms thereof and of the Indenture among the Issuer"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
volume-weighted average prices financial
"average of the per share volume-weighted average prices for Series D Preferred Stock"
Volume-weighted average price (VWAP) is the average trading price of a stock over a set period, where each trade’s price is weighted by how many shares were exchanged, so large trades influence the average more than small ones. Investors and traders use VWAP like a yardstick to judge whether a trade occurred at a good price relative to the market overall, similar to comparing the average price per pound when shopping where bigger purchases shift the average.
principal amount financial
"9.021881 common shares for each $25.00 of principal amount of the Notes"
The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did WHLR’s CEO report in this Form 4 filing?
The CEO reported updated holdings in convertible securities. He holds 7.00% Subordinated Convertible Notes due 2031 and received 44 Series D Preferred shares as an interest payment, increasing his Series D balance to 88 shares.
How are WHLR’s 7.00% Subordinated Convertible Notes due 2031 convertible?
The Notes are convertible into common stock at a $2.771041 conversion price. This equals 9.021881 common shares for each $25.00 of principal, giving the CEO an indicated 9,491 underlying common shares from his current note position.
What are the key features of WHLR’s Series D Cumulative Convertible Preferred Stock?
Each Series D share is convertible into 0.000000004 common shares at a stated conversion price of $6,154,444,800 per common share. The Series D Preferred Stock has no expiration date, allowing conversion at the holder’s option over time.
Does this WHLR Form 4 reflect an open-market stock trade by the CEO?
No, the filing reflects an interest payment in kind and updated holdings. The CEO received Series D Preferred shares as interest on his convertible Notes under the Indenture, rather than buying or selling common shares in the market.