Hannon Gregory Paul 4

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.