[Form 4] Wheeler Real Estate Investment Trust, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. (WHLR)Gregory Paul Hannon, through Oakmont Capital Inc., acquired Notes with $312,500 principal amount on 11/13/2025. These Notes are convertible at a price of approximately $1.74 per share, or about 14.35 common shares for each $25.00 of principal.

The transaction price was an aggregate $80.00 per $25.00 of principal. Based on the principal amount held, the Notes are currently convertible into 179,359 shares of Wheeler common stock. The filing states that Oakmont Capital Inc. is the direct owner of the securities, while Hannon reports indirect beneficial ownership through his role as Vice President and Director of Oakmont Capital Inc., and disclaims beneficial ownership beyond his pecuniary interest.

11/17/2025 - 04:02 PM

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

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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 VA 23452

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
7.00% Subordinated Convertible Notes due 2031	$1.74(1)	11/13/2025		P		$312,500		(1)	12/31/2031	Common Stock	179,359(1)(2)	$1,000,000(3)	$312,500	I	By Oakmont Capital Inc.(4)

Explanation of Responses:

1. 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 $1.74 per share (approximately 14.35 common shares for each $25.00 of principal amount of the Notes being converted).

2. 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 the Issuer's Series D Cumulative Convertible 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.

3. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $80.00 per $25.00 of aggregate principal amount.

4. 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.

Remarks:

	/s/ Gregory Paul Hannon	11/17/2025
	** 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.
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FAQ

What insider transaction did WHLR report in this Form 4?

The filing reports that Director Gregory Paul Hannon, through Oakmont Capital Inc., acquired 7.00% Subordinated Convertible Notes due 2031 of Wheeler Real Estate Investment Trust, Inc.

How much of WHLR’s 7.00% convertible notes were acquired?

Oakmont Capital Inc., reported indirectly by Gregory Paul Hannon, acquired Notes with an outstanding principal amount of $312,500.

At what price were the WHLR 7.00% notes purchased?

The Notes were purchased at an aggregate price of $80.00 per $25.00 of principal amount, as disclosed in the transaction details.

Into how many WHLR common shares are these notes currently convertible?

Based on the principal amount held, the Notes are currently convertible into 179,359 shares of Wheeler’s common stock.

What is the conversion rate and price for WHLR’s 7.00% notes?

The Notes are convertible at a price of approximately $1.74 per share, which equals about 14.35 common shares for each $25.00 of principal amount converted.

How is interest on WHLR’s 7.00% notes payable?

Interest on the Notes may be paid, at Wheeler’s election, in cash, or in shares of its Series B Convertible Preferred Stock or Series D Cumulative Convertible Preferred Stock, as provided in the Note terms.

How does Gregory Paul Hannon report ownership of these WHLR securities?

The securities are owned directly by Oakmont Capital Inc. and indirectly by Gregory Paul Hannon through his role as Vice President and Director of Oakmont Capital Inc., and he disclaims beneficial ownership except to the extent of his pecuniary interest.