Wheeler REIT (WHLR) Director Gregory Hannon Buys Convertible Notes

What Happened
Gregory Paul Hannon, a Director (reported indirectly through Oakmont Capital Inc.), purchased $425,000 aggregate principal (purchase price) of the issuer’s 7.00% Subordinated Convertible Notes due 2031 on 2026-09-30. The notes were purchased at $85.00 per $25.00 of principal (implying $125,000 principal amount purchased) and are convertible at the holder’s option into common stock at about $4.85 per share — roughly 5.16 shares per $25 principal, or about 25,800 shares if fully converted. This was a purchase of a convertible debt instrument (a derivative), not a direct purchase of common stock.

Key Details

• Transaction date: 2026-09-30; Form 4 filed 2026-10-01 (appears timely).
• Aggregate purchase price reported: $425,000. Purchase price per $25 principal: $85. Implied principal amount purchased: $125,000.
• Conversion terms: ~5.16 common shares per $25 principal (conversion price ≈ $4.85/share), so full conversion would yield ≈25,800 common shares.
• Ownership after transaction: filing reports securities owned directly by Oakmont Capital Inc. and indirectly by Gregory Paul Hannon; Hannon disclaims beneficial ownership except to extent of pecuniary interest (see footnote F2). The filing does not list a post-transaction common-share count for Hannon personally.
• Notable footnotes: F3–F5 describe the notes’ conversion mechanics and purchase price breakdown; F4 notes interest on the notes may be paid in cash or in preferred shares (including Series D) per the note terms.
• Transaction type: P = Purchase of a derivative instrument (convertible notes), not a stock sale or option exercise.

Context
Convertible notes give the holder debt interest plus an option to convert into equity later; this purchase increases the holder’s potential equity exposure but does not immediately increase common shares outstanding unless and until conversion occurs. Interest may be payable in stock under the note terms, which can further affect future dilution. Because the transaction was a purchase of convertible debt, it’s a different signal than an outright open-market buy of common stock.