Wheeler Real Estate (WHLR) pays notes interest in Series D stock
Rhea-AI Filing Summary
Wheeler Real Estate Investment Trust director Gregory Paul Hannon, through Oakmont Capital Inc., reported indirect holdings and an interest payment related to the company’s convertible securities. Oakmont Capital holds 7.00% Subordinated Convertible Notes due 2031 that are convertible into Wheeler common stock at a conversion price of $2.771041 per share, representing 157,882 underlying common shares.
On June 30, 2026, interest on these notes was paid in kind as 528 shares of Series D Cumulative Convertible Preferred Stock, bringing Oakmont Capital’s total Series D holdings to 1,054 shares. The Series D preferred stock is itself convertible into Wheeler common stock at a very high stated conversion price per share and has no expiration date. The filing notes that these securities are owned directly by Oakmont Capital, with Hannon reporting them indirectly and disclaiming beneficial ownership except for his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Hannon Gregory Paul
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Series D Cumulative Convertible Preferred Stock | 528 | $0.00 | $0.00 |
| holding | 7.00% Subordinated Convertible Notes due 2031 | -- | -- | -- |
Holdings After Transaction:
Series D Cumulative Convertible Preferred Stock — 1,054 shares (Indirect, By Oakmont Capital Inc.);
7.00% Subordinated Convertible Notes due 2031 — 157,882 shares (Indirect, By Oakmont Capital Inc.)
Footnotes (6)
- 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. 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.
- F5. 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).
- F6. 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
Underlying common shares from notes: 157,882 shares
Notes conversion price: $2.771041 per share
Interest paid in Series D shares: 528 shares
+4 more
7 metrics
Underlying common shares from notes
157,882 shares
Underlying Wheeler common stock for 7.00% subordinated convertible notes due 2031
Notes conversion price
$2.771041 per share
Conversion price into common stock for 7.00% subordinated convertible notes
Interest paid in Series D shares
528 shares
Series D Cumulative Convertible Preferred Stock issued as interest on June 30, 2026
Series D holdings after interest
1,054 shares
Total Series D preferred stock owned by Oakmont Capital after June 30, 2026 interest
Series D valuation metric
$20.698249 per share
Per-share value used to calculate Series D shares paid as interest
Series D conversion price
$6,154,444,800 per common share
Stated conversion price for Series D into Wheeler common stock (0.000000004 shares per preferred share)
Notes conversion ratio
9.021881 shares per $25
Common shares per $25 principal of notes at stated conversion price
Key Terms
Series D Cumulative Convertible Preferred Stock, 7.00% Subordinated Convertible Notes due 2031, conversion price, Indenture, +1 more
5 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
"interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") payable on June 30, 2026..."
conversion price financial
"into 0.000000004 shares of the Issuer's common stock (a conversion price of $6,154,444,800 per share of common stock)."
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.
Indenture financial
"in accordance with the terms thereof and of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB..."
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.
pecuniary interest financial
"Hannon disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity did WHLR report for Gregory Paul Hannon?
The filing shows Gregory Paul Hannon indirectly reporting holdings through Oakmont Capital Inc. It records an interest payment in Series D preferred stock and ongoing holdings of 7.00% subordinated convertible notes due 2031 tied to Wheeler common shares.
How was interest on Wheeler Real Estate (WHLR) notes paid on June 30, 2026?
Interest on the 7.00% subordinated convertible notes due 2031 was paid in Series D Cumulative Convertible Preferred Stock. Oakmont Capital received 528 Series D shares as interest, based on a per-share value of $20.698249 determined under the indenture’s pricing formula.
What did Oakmont Capital’s Series D preferred stock holdings in WHLR become after the transaction?
After receiving 528 Series D Cumulative Convertible Preferred Stock shares as interest on the notes, Oakmont Capital Inc. held a total of 1,054 Series D preferred shares. Each Series D share is convertible into a small fraction of a Wheeler common share, with no expiration date.
Does Gregory Paul Hannon directly own the reported WHLR securities?
The securities are owned directly by Oakmont Capital Inc. and reported indirectly by Gregory Paul Hannon as its vice president and director. The filing states he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in Oakmont Capital.
What are the key conversion terms of WHLR’s 7.00% subordinated convertible notes?
The notes are convertible at any time, at the holder’s option, into Wheeler common stock at a conversion price of $2.771041 per share. This equals 9.021881 common shares for each $25.00 of principal amount of notes converted.