Franklin Michael Andrew 4

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.