Hannon Gregory Paul 4
4 · Wheeler Real Estate Investment Trust, Inc. · Filed Jun 9, 2026
Research Summary
AI-generated summary of this filing
WHLR Director Gregory Paul Hannon Buys Convertible Notes
What Happened
Gregory Paul Hannon, a director of Wheeler Real Estate Investment Trust, purchased $412,500 aggregate principal amount (aggregate purchase price) of the Issuer's 7.00% Subordinated Convertible Notes due 2031 on 2026-06-03. The filing reports an aggregate purchase price of $412,500; the notes were bought at $82.50 per $25 of principal, implying $125,000 of principal amount purchased. The Notes are convertible into common stock at roughly $0.69 per share (about 36.09 common shares per $25 principal), so the purchased principal would convert into roughly 180,450 common shares if fully converted.
Key Details
- Transaction date: 2026-06-03 (reported on Form 4 filed 2026-06-09). Transaction code: P (Purchase). Filing timeliness: late (reported as an inadvertent oversight).
- Aggregate purchase price reported (Column 8): $412,500. Purchase price per $25 principal: $82.50 (Footnote F5). Implied principal purchased: $125,000.
- Conversion terms: Notes convertible at ~ $0.69/share (≈36.09 shares per $25 principal) (Footnote F3). Full conversion of these Notes would imply ~180,450 common shares.
- Interest on the Notes may be payable in cash or in Series B or Series D preferred stock (Footnote F4). Series D preferred converts to common at an extremely small ratio (0.00000002 common shares per Series D share — Footnote F1).
- Ownership: These securities are owned directly by Oakmont Capital Inc. and indirectly by Gregory Paul Hannon in his capacity as Vice President and Director of Oakmont; Hannon disclaims beneficial ownership except to the extent of any pecuniary interest (Footnote F2).
- Filing remark: Reported late due to an inadvertent oversight by the reporting person.
Context
These are convertible debt instruments (not an outright common-share purchase). Convertible notes can be converted into common shares under the stated conversion ratio, which may result in future dilution if converted. The purchase was made indirectly through an entity (Oakmont Capital Inc.), and the filing was reported late; late reporting does not change the transaction but can affect timeliness visibility for investors. This is a purchase (generally a more informative signal than a sale), but the filing provides transactional facts only — it does not explain motivation.
Insider Transaction Report
- Purchase
7.00% Subordinated Convertible Notes due 2031
[F3][F5][F4][F2]2026-06-03$412500.00/sh(indirect: By Oakmont Capital Inc.)Exercise: $0.69Exp: 2031-12-31→ Common Stock (180,437 underlying)
- 526(indirect: By Oakmont Capital Inc.)
Series D Cumulative Convertible Preferred Stock
[F1][F2]Exercise: $1538611200.00→ Common Stock (0 underlying)
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.