Franklin Michael Andrew 4
4 · Wheeler Real Estate Investment Trust, Inc. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
WHLR CEO Franklin Michael Andrew Receives Series D Preferred Stock
What Happened
- Franklin Michael Andrew, CEO of Wheeler Real Estate Investment Trust, received 44 shares of the Issuer's Series D Cumulative Convertible Preferred Stock on June 30, 2026. The shares were issued as payment of interest on the Issuer's 7.00% Subordinated Convertible Notes due 2031, per the Indenture governing the notes.
- The filing lists the shares as an "other acquisition" (transaction code J) and shows no per-share cash price. The filing’s footnotes indicate a per-share value of $20.698249 used to calculate the interest payment, which implies the 44 preferred shares are worth roughly $911 (44 × $20.698249).
Key Details
- Transaction date: June 30, 2026; Form 4 filed July 2, 2026 (appears timely).
- Transaction type/code: Other acquisition (J) — issuance of Series D Preferred Stock as interest payment.
- Quantity: 44 shares of Series D Preferred Stock; cash price: N/A; implied value ≈ $911 based on footnote calculation.
- Shares owned after transaction: Not specified in the provided excerpt.
- Notable footnotes:
- F2–F3: Interest on the Notes was paid in Series D Preferred Stock per the Indenture; number of shares determined using a calculated per-share value of $20.698249.
- F1: Each Series D preferred share is convertible into 0.000000004 common shares (conversion price implied at $6,154,444,800 per common share), i.e., effectively negligible common-share conversion.
- F4–F5: The underlying Notes themselves are convertible into common stock at a separate conversion rate (9.021881 common shares per $25 principal, conversion price $2.771041); interest may be paid in cash or in preferred stock per the Notes.
Context
- This was a routine, non-cash interest payment on debt, not an open-market purchase or sale of common stock. Such issuances are typically mechanical adjustments under the Indenture rather than a direct insider signal about the CEO’s view of the common stock.
- The Series D preferred shares have an extremely small conversion ratio into common stock, so the issuance does not materially increase common shares outstanding.
Insider Transaction Report
Form 4
Transactions
- Other
Series D Cumulative Convertible Preferred Stock
[F1][F2][F3]2026-06-30+44→ 88 totalExercise: $6154444800.00→ Common Stock (0 underlying)
Holdings
7.00% Subordinated Convertible Notes due 2031
[F4][F5]Exercise: $2.77Exp: 2031-12-31→ Common Stock (9,491 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 0.000000004 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]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).
- [F5]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/ M. Andrew Franklin|2026-07-02