SEC Form 4 · accession 0001538186-26-000006

Wheeler Real Estate Investment Trust, Inc. · WHLR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Each 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 0.00000002 shares of the Issuer's common stock (a conversion price of $1,538,611,200 per share of common stock). Series D Preferred Stock has no expiration date.
• F2These 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.
• F3The Issuer's 7.00% Subordinated Convertible Notes due 2031 (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 approximately $0.69 per share (approximately 36.09 shares of Common Stock for each $25.00 of principal amount of the Notes being converted).
• F4Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock ("Series B Preferred Stock") or in shares of the Series D Preferred Stock, in each case as set forth in the Notes.
• F5The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $82.50 per $25.00 of aggregate principal amount.

Remarks

The transaction is being reported late due to an inadvertent oversight by the Reporting Person