WHLR director-linked entity buys convertible notes

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.

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.

Insider Trade Summary

Purchase: 0 shares

Purchase 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 contracts (Indirect, By Oakmont Capital Inc.); Series D Cumulative Convertible Preferred Stock — 0 contracts (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 0.00000002 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.
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 $0.69 per share (approximately 36.09 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 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.
5. 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.

FAQ

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

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.

How many WHLR common shares underlie the purchased 7.00% notes?

The notes reported are convertible into up to 180,437 shares of Wheeler Real Estate Investment Trust common stock. This figure reflects the embedded conversion feature at a price of about $0.69 per share, or roughly 36.09 common shares for each $25.00 principal amount converted.

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.

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

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Accepted by SEC EDGAR 06/09/2026 - 12:07 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Cumulative Convertible Preferred Stock	$1,538,611,200(1)							(1)	(1)	Common Stock	0(1)		526	I	By Oakmont Capital Inc.(2)
7.00% Subordinated Convertible Notes due 2031	$0.69(3)	06/03/2026		P		$125,000		(3)	12/31/2031	Common Stock	180,437(3)(4)	$412,500(5)	$437,500	I	By 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 0.00000002 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.

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 $0.69 per share (approximately 36.09 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 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.

5. 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.

Remarks:

The transaction is being reported late due to an inadvertent oversight by the Reporting Person

	/s/ Gregory Paul Hannon	06/09/2026
	** Signature of Reporting Person	Date
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)