Form 4: Director Acquires Convertible Notes in Wheeler REIT

Wheeler Real Estate Investment Trust director Gregory Paul Hannon, through Oakmont Capital Inc., acquired $312,500 principal amount of 7.00% Subordinated Convertible Notes due 2031.

Summary

• Gregory Paul Hannon, a Director of Wheeler Real Estate Investment Trust, Inc. (WHLR), acquired convertible notes on November 13, 2025.
• The acquisition involved $312,500 principal amount of 7.00% Subordinated Convertible Notes due 2031.
• The notes were purchased for an aggregate price of $1,000,000, calculated at $80.00 per $25.00 of aggregate principal amount.
• These notes are convertible into common stock at an approximate conversion price of $1.74 per share.
• Based on the principal amount, the notes are convertible into 179,359 shares of common stock.
• Interest on the notes may be paid, at the Issuer's election, in cash, Series B Convertible Preferred Stock, or Series D Cumulative Convertible Preferred Stock.
• The ownership is indirect, held by Oakmont Capital Inc., where Gregory Paul Hannon serves as Vice President and Director.

Sentiment

Score: 7

Explanation: The acquisition of convertible notes by a director, even indirectly, generally signals confidence in the company's future prospects and ability to service its debt or for its stock to appreciate. The fixed income component adds stability, while the conversion option provides upside potential. The disclaimer of full beneficial ownership slightly tempers the direct positive signal.

Positives

• A director, Gregory Paul Hannon, increased his indirect exposure to the company by acquiring convertible notes, potentially signaling confidence in future performance.
• The acquisition of convertible notes provides a fixed income stream (7.00% interest) while offering upside potential through conversion into common stock.

Negatives

• The notes were purchased at a premium ($80.00 per $25.00 principal amount), indicating a higher cost for the investment.
• The issuer has the option to pay interest in preferred stock rather than cash, which could dilute existing preferred shareholders or impact cash flow.

Risks

• The value of the convertible notes is subject to the performance of Wheeler Real Estate Investment Trust's common stock, as the conversion option's value depends on the stock price exceeding the conversion price.
• The issuer's election to pay interest in preferred stock could introduce additional preferred stock into the market, potentially affecting its value or the company's capital structure.
• Gregory Paul Hannon disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein, which could imply a limited direct financial stake or control over the entire holding by Oakmont Capital Inc.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company, but the director's acquisition of convertible notes suggests an expectation of future value appreciation or stable income.

Management Comments

• Gregory Paul Hannon disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein.

Industry Context

This is an insider transaction for a Real Estate Investment Trust (REIT). REITs are known for their income-generating properties and often use various forms of debt and equity, including convertible securities, for financing. A director's investment in convertible notes could be seen as a positive signal within the real estate sector, especially if the company's underlying assets are performing well or expected to improve.

Comparison to Industry Standards

• Insider purchases, especially by directors, are generally viewed positively as they align management interests with shareholders.
• Convertible notes are a common financing instrument in the REIT sector, offering a blend of debt and equity features. The 7.00% interest rate should be compared to prevailing market rates for similar risk profiles and credit ratings within the REIT industry.
• The conversion price of $1.74 per share should be assessed against the current market price of WHLR common stock to determine the 'in-the-money' or 'out-of-the-money' status of the conversion option.

Related Party Transactions

• The transaction involves Gregory Paul Hannon, a Director of Wheeler Real Estate Investment Trust, Inc., acquiring securities issued by the company. The acquisition is made indirectly through Oakmont Capital Inc., where Hannon is Vice President and Director.

Stakeholder Impact

• Shareholders: The director's investment could be seen as a positive signal, potentially boosting investor confidence. However, future interest payments in preferred stock could lead to dilution for existing preferred shareholders.
• Creditors: The 7.00% Subordinated Convertible Notes represent a form of debt, increasing the company's leverage. The subordination means these notes would be paid after senior debt in case of liquidation.

Next Steps

• Monitor the performance of Wheeler Real Estate Investment Trust's common stock relative to the $1.74 conversion price.
• Observe future disclosures regarding the issuer's election for interest payments (cash vs. preferred stock).

Key Dates

Recommendation

While a director's purchase of convertible notes is generally a positive signal, indicating confidence, this Form 4 filing alone does not provide enough comprehensive financial data or strategic updates to warrant a 'buy' recommendation. The indirect nature of the ownership and the disclaimer of full beneficial interest also temper the strength of the signal. Investors should 'hold' and monitor the company's broader financial performance, strategic initiatives, and market conditions before making further investment decisions.

Keywords

Wheeler Real Estate Investment Trust, WHLR, Form 4, Insider Trading, Convertible Notes, Director Acquisition, Beneficial Ownership, Real Estate Investment Trust, REIT, Corporate Governance