Hannon Gregory Paul 4
4 · Wheeler Real Estate Investment Trust, Inc. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
WHLR Director Gregory P. Hannon Receives 528 Series D Preferred Shares
What Happened
- Gregory Paul Hannon, a director (reported via Oakmont Capital Inc.), acquired 528 shares of Wheeler Real Estate Investment Trust's Series D Cumulative Convertible Preferred Stock on June 30, 2026. The shares were issued as payment of interest on 7.00% Subordinated Convertible Notes due 2031 under the Indenture. The per-share value used for the interest calculation was $20.698249, making the total value approximately $10,928.68. The transaction is reported as an "other acquisition or disposition (J)" (derivative acquisition).
Key Details
- Transaction date: 2026-06-30; Form 4 filed: 2026-07-02 (appears timely under Form 4 rules).
- Price per share used for interest calculation: $20.698249; total value ≈ $10,928.68 for 528 shares.
- Shares acquired as interest on the holder's Notes (not an open-market purchase).
- Ownership/reporting: the Series D shares are owned directly by Oakmont Capital Inc. and indirectly by Gregory Paul Hannon in his capacity as VP/Director of Oakmont; he disclaims beneficial ownership except to the extent of pecuniary interest.
- Shares owned after transaction: not specified in the filing excerpt provided.
- Notable footnotes: (1) Series D preferred is convertible into common stock at a negligible ratio (0.000000004 common share per preferred), (2) interest was payable in Series D per the Notes/Indenture and the 15-day VWAP-based pricing formula was used to set the per-share value, (3) the Notes themselves are convertible into common stock at a separate conversion rate ($2.771041 per common share equivalent).
Context
- This was a settlement of interest on convertible debt (a non-market transaction), not a cash purchase or sale that signals a trading decision. Because the Series D preferred converts into an almost imperceptible amount of common stock, these preferred shares are effectively non-convertible for practical purposes; the Notes remain separately convertible into common stock under different terms.
Insider Transaction Report
Form 4
Hannon Gregory Paul
Director
Transactions
- Other
Series D Cumulative Convertible Preferred Stock
[F1][F2][F3][F4]2026-06-30+528→ 1,054 total(indirect: By Oakmont Capital Inc.)Exercise: $6154444800.00→ Common Stock (0 underlying)
Holdings
- (indirect: By Oakmont Capital Inc.)
7.00% Subordinated Convertible Notes due 2031
[F5][F6][F4]Exercise: $2.77Exp: 2031-12-31→ Common Stock (157,882 underlying)
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.
Signature
/s/ Gregory Paul Hannon|2026-07-02