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Wheeler director reports $425K convertible-note buy

The notes are convertible at holders’ option at approximately $4.85 per common share, and WHLR may elect among three forms of interest payment.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR) director Gregory Paul Hannon reported that Oakmont Capital Inc. purchased the issuer’s 7.00% Subordinated Convertible Notes due 2031 on September 30, 2026, for an aggregate purchase price of $425,000. The notes are convertible at holders’ option at approximately $4.85 per common share; 25,791 common shares are reported as underlying the notes. No Rule 10b5-1 plan is reported.

Insider Hannon Gregory Paul
Role Director
Bought 0 shs
Type Security Shares Price Value
Purchase 7.00% Subordinated Convertible Notes due 2031 F3, F5, F4, F2 -- $425,000.00 --
holding Series D Cumulative Convertible Preferred Stock F1, F2 -- -- --
Holdings After Transaction: 7.00% Subordinated Convertible Notes due 2031 — 0 contracts (Indirect, By Oakmont Capital Inc.); Series D Cumulative Convertible Preferred Stock — 1,054 contracts for 0 underlying shares (Indirect, By Oakmont Capital Inc.)
Footnotes (5)
  1. 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 0.00000000002 shares of the Issuer's common stock (a conversion price of $1,107,800,064,000 per share of common stock). Series D Preferred Stock has no expiration date.
  2. F2. These securities are owned directly by Oakmont Capital Inc. and indirectly by Gregory Paul Hannon in his capacity as the Vice President and Director of Oakmont Capital Inc. Gregory Paul Hannon disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein.
  3. F3. 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 the Issuer's common stock at a conversion price of approximately $4.85 per share (approximately 5.16 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).
  4. F4. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Preferred Stock or in shares of the Series D Preferred Stock, in each case as set forth in the Notes.
  5. F5. 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.
Aggregate purchase price $425,000 Oakmont Capital Inc. purchase of the notes on September 30, 2026
Purchase price per principal amount $85.00 per $25.00 of aggregate principal amount Price term for the notes purchased
Conversion price Approximately $4.85 per common share Holder-option conversion term for the notes
Underlying common shares 25,791 shares Reported as underlying the notes purchased
Common shares per principal amount Approximately 5.16 shares per $25.00 Conversion term for the notes
Interest rate 7.00% Subordinated Convertible Notes due 2031
Series D preferred shares held 1,054 shares Directly owned by Oakmont Capital Inc. as of September 30, 2026
7.00% Subordinated Convertible Notes due 2031 financial
"purchased at a price of $85.00 per $25.00 of aggregate principal amount"
aggregate purchase price financial
"The price reported in Column 8 is an aggregate purchase price"
The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.
conversion price financial
"at a conversion price of approximately $4.85 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
Series D Cumulative Convertible Preferred Stock financial
"Each share of the Issuer's Series D Cumulative Convertible Preferred Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Oakmont Capital Inc. buy in WHLR?

Oakmont Capital Inc. purchased Wheeler Real Estate Investment Trust, Inc.’s 7.00% Subordinated Convertible Notes due 2031 on September 30, 2026, for an aggregate purchase price of $425,000. The notes are convertible at holders’ option at approximately $4.85 per common share, or approximately 5.16 shares for each $25.00 of principal. No Rule 10b5-1 plan is reported.

How can WHLR pay interest on its 7.00% convertible notes?

At the issuer’s election, interest may be paid in cash, shares of Series B Preferred Stock, or shares of Series D Preferred Stock, as set forth in the notes.

How many WHLR Series D preferred shares did Oakmont report holding?

Oakmont Capital Inc. directly owned 1,054 shares of Wheeler Real Estate Investment Trust’s Series D Cumulative Convertible Preferred Stock as of September 30, 2026. Gregory Paul Hannon, a WHLR director and Oakmont’s Vice President and Director, was reported as indirectly owning the securities and disclaimed beneficial ownership except to the extent of his pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Hannon Gregory Paul

(Last)(First)(Middle)
2529 VIRGINIA BEACH BLVD.

(Street)
VIRGINIA BEACH VIRGINIA 23452

(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)
XDirector10% 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)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series D Cumulative Convertible Preferred Stock(1) (1) (1)Common Stock0(1)1,054IBy Oakmont Capital Inc.(2)
7.00% Subordinated Convertible Notes due 2031$4.85(3)09/30/2026P$125,000 (3)12/31/2031Common Stock25,791(3)(4)$425,000(5)$562,500IBy Oakmont Capital Inc.(2)
Explanation of Responses:
1. 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 0.00000000002 shares of the Issuer's common stock (a conversion price of $1,107,800,064,000 per share of common stock). Series D Preferred Stock has no expiration date.
2. These securities are owned directly by Oakmont Capital Inc. and indirectly by Gregory Paul Hannon in his capacity as the Vice President and Director of Oakmont Capital Inc. Gregory Paul Hannon disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein.
3. 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 the Issuer's common stock at a conversion price of approximately $4.85 per share (approximately 5.16 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).
4. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Preferred Stock or in shares of the Series D Preferred Stock, in each case as set forth in the Notes.
5. 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.
Remarks:
/s/ Gregory Paul Hannon10/01/2026
** Signature of Reporting PersonDate
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)

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