SEC Form 4 · accession 0001538186-26-000009

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 0.000000004 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.
• F2As 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").
• F3In 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.
• F4These 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.
• F5The 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).
• F6Interest 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.