Director-linked entity buys WHLR (NASDAQ: WHLR) 7% convertible notes
Rhea-AI Filing Summary
An entity associated with Wheeler Real Estate Investment Trust, Inc. director Gregory Paul Hannon, Oakmont Capital Inc., made an open-market purchase of the company’s 7.00% Subordinated Convertible Notes due 2031. These notes are convertible into common stock at a conversion price of approximately $0.69 per share, or about 36.09 shares for each $25.00 of principal amount, representing up to 180,437 shares of common stock underlying the purchased notes. The filing also reports Oakmont Capital Inc.’s indirect holdings of Series D Cumulative Convertible Preferred Stock, each share of which is convertible into 0.00000002 common shares at a stated conversion value of $1,538,611,200 per common share. Hannon disclaims beneficial ownership of securities held by Oakmont Capital Inc. except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Hannon Gregory Paul
Role
Director
Bought
0 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | 7.00% Subordinated Convertible Notes due 2031 | 0 | $412,500.00 | $0.00 |
| holding | Series D Cumulative Convertible Preferred Stock | -- | -- | -- |
Holdings After Transaction:
7.00% Subordinated Convertible Notes due 2031 — 0 shares (Indirect, By Oakmont Capital Inc.);
Series D Cumulative Convertible Preferred Stock — 0 shares (Indirect, By Oakmont Capital Inc.)
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 0.00000002 shares of the Issuer's common stock (a conversion price of $1,538,611,200 per share of common stock). Series D Preferred Stock has no expiration date.
- 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.
- 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 $0.69 per share (approximately 36.09 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).
- F4. 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 ("Series B Preferred Stock") or in shares of the Series D Preferred Stock, in each case as set forth in the Notes.
- F5. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $82.50 per $25.00 of aggregate principal amount.
Key Figures
Underlying common shares from notes: 180,437 shares
Notes conversion price: $0.69 per share
Conversion ratio per $25 principal: 36.09 shares
+5 more
8 metrics
Underlying common shares from notes
180,437 shares
Common stock underlying 7.00% Subordinated Convertible Notes due 2031
Notes conversion price
$0.69 per share
Conversion price of 7.00% Subordinated Convertible Notes due 2031
Conversion ratio per $25 principal
36.09 shares
Approximate common shares for each $25.00 of notes principal
Notes coupon rate
7.00%
Interest rate on Subordinated Convertible Notes due 2031
Notes maturity
2031
Maturity year of 7.00% Subordinated Convertible Notes
Notes purchase price
$82.50 per $25 principal
Purchase price for each $25.00 of aggregate principal amount
Series D conversion ratio
0.00000002 shares
Common shares per share of Series D Preferred Stock
Series D stated conversion value
$1,538,611,200 per share
Stated conversion price per common share for Series D Preferred Stock
Key Terms
Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, conversion price, pecuniary interest, +2 more
6 terms
Series D Cumulative Convertible Preferred Stock financial
"Each share of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") is convertible..."
7.00% Subordinated Convertible Notes due 2031 financial
"The Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") are convertible..."
conversion price financial
"into shares of the Issuer's common stock at a conversion price of approximately $0.69 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.
pecuniary interest financial
"Hannon disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein."
beneficial ownership financial
"Hannon disclaims beneficial ownership of all securities reported as owned indirectly..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
aggregate principal amount financial
"These Notes were purchased at a price of $82.50 per $25.00 of aggregate principal amount."
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did WHLR disclose for Gregory Paul Hannon?
The filing shows an entity associated with director Gregory Paul Hannon, Oakmont Capital Inc., bought 7.00% Subordinated Convertible Notes due 2031. These notes are convertible into Wheeler Real Estate Investment Trust common stock, giving indirect exposure through a debt security rather than direct share purchases.
At what price are WHLR’s 7.00% Subordinated Convertible Notes convertible?
The notes are convertible into common stock at a conversion price of approximately $0.69 per share. This equates to about 36.09 shares of Wheeler Real Estate Investment Trust common stock for every $25.00 of principal amount that noteholders choose to convert into equity.
What purchase price was paid for WHLR’s 7.00% convertible notes?
The notes were purchased at a price of $82.50 per $25.00 of aggregate principal amount. This aggregate purchase price reflects a premium over the notes’ face value, while still preserving the right to convert into common stock at the predetermined conversion rate and price.
How is Gregory Paul Hannon’s ownership in WHLR securities structured?
The securities are owned directly by Oakmont Capital Inc. and only indirectly by Gregory Paul Hannon as its vice president and director. He expressly disclaims beneficial ownership of these Wheeler Real Estate Investment Trust securities except to the extent of his pecuniary interest in Oakmont Capital Inc.
What are the conversion terms of WHLR’s Series D Preferred Stock?
Each share of Series D Cumulative Convertible Preferred Stock is convertible into 0.00000002 shares of Wheeler Real Estate Investment Trust common stock. This corresponds to a stated conversion price of $1,538,611,200 per common share, and the Series D Preferred Stock has no expiration date.