What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-18 · 508 added, 524 removed, 952 unchanged (52% of the section changed)

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Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive and financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to our company’s management, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluation, our principal executive and financial officer have concluded that such disclosure controls and procedures were effective as of December 31, 2020 (the end of the period covered by this Annual Report).

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2021, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

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Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Except as set forth below, the information required by this item will be contained in the Company’s definitive proxy statement for the 2021 Annual Meeting (our “Proxy Statement”) and is incorporated herein by reference.

The Company has adopted an ethics code of conduct applicable to the directors, officers and employees.

Except as set forth below, the information required by this Item 10 of Part III will be contained in the Company’s definitive proxy statement for the 2022 Annual Meeting (our “Proxy Statement”) and is incorporated herein by reference.

The Company has adopted a Code of Business Conduct and Ethics applicable to the directors, officers and employees.

A copy of that code is available on the Company’s corporate website at www.whlr.us, which does not form a part of this Annual Report on Form 10-K.

Any amendments to such code, or any waivers of its requirements, will be posted on our website.

We intend to post any amendments to such code, or any waivers of its requirements, on our website.

Executive Compensation.

The information required by this Item will be contained in our Proxy Statement and is incorporated herein by reference.

The information required by this Item 11 of Part III will be contained in our Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Except as set forth below, the information required by this item will be contained in the Company’s Proxy Statement and is incorporated herein by reference.

Except as set forth below, the information required by this Item 12 of Part III will be contained in the Company’s Proxy Statement and is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

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Equity compensation plans approved by stockholders (1)

15,000 (2) — 153,811

Equity compensation plans not approved by stockholders — — —

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Awards are granted by the Compensation Committee.

(2) Includes 15,000 performance awards assuming maximum payout (as a result, this aggregate reported number may overstate actual dilution).

Performance awards are not taken into account in the weighted-average exercise price as such awards have no exercise price.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be contained in the Company’s Proxy Statement and incorporated herein by reference.

The information required by this Item 13 of Part III will be contained in the Company’s Proxy Statement and incorporated herein by reference.

Principal Accounting Fees and Services.

The information by this item will be contained in the Company’s Proxy Statement and is incorporated herein by reference.

The information by this Item 14 of Part III will be contained in the Company’s Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Evaluation of Investment Properties for Impairment

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At December 31, 2021, the Company’s investment properties totaled $386.7 million.

As more fully described in Note 2 to the consolidated financial statements, the Company evaluates its investment properties for impairment whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, but at least annually.

Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of an investment property may not be recoverable.

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How We Addressed the Matter in Our Audit

To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis.

We compared the recoverability calculated to the remaining net book value of the assets to ensure recoverability for the properties’ remaining useful lives.

We compared the significant assumptions used by management to relevant market information and other applicable sources.

In addition, we compared the forecasted future cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances.

As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions.

As part of our evaluation, we performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions.

Derivative Liabilities

Description of Matter

At December 31, 2021, the Company had convertible notes with an outstanding principal balance of $33.0 million and 1.5 million common stock warrants.

Calculations and accounting for the notes payable and embedded conversion features as well as the warrants require management’s judgments related to initial and subsequent recognition, use of a valuation model, and determination of the appropriate inputs used in the selected valuation model.

As more fully described in Note 6 to the consolidated financial statements, the Company utilizes a multinomial lattice model valuation technique in measuring the fair value of the notes’ conversion features and a Monte Carlo simulation technique in measuring the fair value of the warrants

Auditing management’s valuations of the derivative liabilities was challenging due to the complexity of valuation model and the inputs that are highly sensitive to changes such as the common stock market price, volatility, risk free rates, and yields.

How We Addressed the Matter in Our Audit

To test the accounting for the derivative liabilities resulting from the issuance of warrants and convertible notes, our audit procedures included, among others, inspection of the contracts, and testing completeness and accuracy of the data used as well as management’s application of the relevant accounting guidance.

We also involved our valuation specialists to evaluate the Company’s determination of the fair value of the convertible notes inclusive of the embedded features and warrants, including testing the appropriateness of the methodology and underlying inputs used and assessing the reasonableness of those inputs.

/s/ Cherry Bekaert LLP

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Virginia Beach, Virginia

March 18, 2021

February 28, 2022

Wheeler Real Estate Investment Trust, Inc.

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Below market lease intangibles, net 3,397 4,554

Warrant liability 594 —

Derivative liabilities 4,776 594

Operating lease liabilities 13,040 13,200

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Total Liabilities 368,931 376,967

Series D Cumulative Convertible Preferred Stock (no par value, 4,000,000 shares authorized, 3,529,293 and 3,600,636 shares issued and outstanding, respectively;

$109.13 million and $101.66 million aggregate liquidation preference, respectively) 95,563 87,225

Series D Cumulative Convertible Preferred Stock ( no par value, 6,000,000 and 4,000,000 shares authorized, respectively, 3,152,392 and 3,529,293 shares issued and outstanding, respectively;

$ 104.97 million and $ 109.13 million aggregate liquidation value, respectively)

92,548 95,563

Series A Preferred Stock ( no par value, 4,500 shares authorized, 562 shares issued and outstanding)

Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 1,875,748 shares issued and outstanding;

$46.90 million aggregate liquidation preference) 41,174 41,087

Common Stock ($0.01 par value, 18,750,000 shares authorized, 9,703,874 and 9,694,284 shares issued and outstanding, respectively) 97 97

Series B Convertible Preferred Stock no par value, 5,000,000 authorized, 1,872,448

and 1,875,748 shares issued and outstanding, respectively;

$ 46.81 million and $ 46.90

million aggregate liquidation preference, respectively)

41,189 41,174

Common Stock ($ 0.01 par value, 200,000,000 and 18,750,000 shares authorized, respectively, 9,720,532 and 9,703,874 shares issued and outstanding, respectively)

Additional paid-in capital 234,229 234,061

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Property operations 19,618 18,886

Non-REIT management and leasing services — 25

Depreciation and amortization 14,797 17,291

Impairment of notes receivable — 5,000

Impairment of assets held for sale 2,300 600

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Operating Income 19,510 18,418

Interest income 34 1

Interest expense ( 33,028 ) ( 17,093 )

Net changes in fair value of derivative liabilities 3,768 —

Other income 552 —

Other expense ( 185 ) ( 1,039 )

Net Income (Loss) Before Income Taxes 287 ( 8,129 )

Net (Loss) Income Before Income Taxes ( 9,349 ) 287

Income tax expense ( 2 ) —

Net Income (Loss) 287 ( 8,144 )

Net income (loss) attributable to noncontrolling interests 42 ( 105 )

Net Income (Loss) Attributable to Wheeler REIT 245 ( 8,039 )

Net (Loss) Income ( 9,351 ) 287

Net income attributable to noncontrolling interests 92 42

Net (Loss) Income Attributable to Wheeler REIT ( 9,443 ) 245

Preferred Stock dividends - undeclared ( 8,837 ) ( 10,258 )

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December 31, 2019 562 $ 453 1,875,748 $ 41,087 9,694,284 $ 97 $ 233,870 $ ( 251,580 ) $ 23,927 234,019 $ 2,080 $ 26,007

562 $ 453 1,875,748 $ 41,000 9,511,464 $ 95 $ 233,697 $ ( 233,184 ) $ 42,061 235,032 $ 2,194 $ 44,255

Accretion of Series B Preferred

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Stock — — — — 9,590 — 21 — 21 ( 9,590 ) ( 21 ) —

Issuance of Common Stock

under Share Incentive Plan — — — — 181,807 2 164 — 166 — — 166

Adjustment for noncontrolling

interest in operating partnership — — — — — — 170 — 170 — ( 170 ) —

Deemed contribution related to preferred stock redemption — — — — — — — 726 726 — — 726

Dividends and distributions — — — — — — — ( 10,258 ) ( 10,258 ) — — ( 10,258 )

Net Loss — — — — — — — ( 8,039 ) ( 8,039 ) — ( 105 ) ( 8,144 )

Net Income — — — — — — — 245 245 — 42 287

December 31, 2020 562 453 1,875,748 41,174 9,703,874 97 234,061 ( 260,867 ) 14,918 224,429 1,931 16,849

562 453 1,875,748 41,087 9,694,284 97 233,870 ( 251,580 ) 23,927 234,019 2,080 26,007

Accretion of Series B Preferred

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Stock — — — — 9,086 — 33 — 33 ( 9,086 ) ( 33 ) —

Issuance of Common Stock

under Share Incentive Plan — — — — 5,000 — 14 — 14 — — 14

Adjustment for noncontrolling

interest in operating partnership — — — — — — 49 — 49 — ( 49 ) —

Conversion of Series B Preferred

Stock to Common Stock — — ( 3,300 ) ( 72 ) 2,572 — 72 — — — — —

Deemed contribution related to preferred stock redemption — — — — — — — 5,040 5,040 — — 5,040

Dividends and distributions — — — — — — — ( 8,837 ) ( 8,837 ) — — ( 8,837 )

Preferred Stock redemption

discount — — — — — — — 726 726 — — 726

Net Income — — — — — — — 245 245 — 42 287

Net (Loss) Income — — — — — — — ( 9,443 ) ( 9,443 ) — 92 ( 9,351 )

December 31, 2021

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss) $ 287 $ ( 8,144 )

Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities

Net (Loss) Income $ ( 9,351 ) $ 287

Adjustments to reconcile consolidated net (loss) income to net cash provided by operating activities:

Depreciation 11,072 11,317

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Loan cost amortization 12,710 1,097

Changes in fair value of derivative liabilities ( 3,768 ) —

Above (below) market lease amortization, net 13 ( 461 )

Paid-in-kind interest 1,610 —

Straight-line expense 35 184

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Credit losses on operating lease receivables 239 1,131

Impairment of notes receivable — 5,000

Impairment of assets held for sale 2,300 600

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Accounts payable, accrued expenses and other liabilities 1,143 ( 187 )

Net operating cash flows used in discontinued operations — ( 2 )

Net cash provided by operating activities 17,041 15,780

CASH FLOWS FROM INVESTING ACTIVITIES:

Investment property acquisitions — ( 24 )

Capital expenditures ( 6,412 ) ( 2,271 )

Cash received from disposal of properties 11,513 4,508

Cash received from disposal of properties-discontinued operations — 19

Net cash provided by investing activities 5,101 2,237

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Loan principal payments ( 105,305 ) ( 31,493 )

Preferred stock redemption ( 1,106 ) —

Paycheck Protection Program proceeds — 552

Net cash provided by (used in) financing activities 3,160 ( 12,529 )

INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 21,177 3,592

Preferred stock redemption ( 8,336 ) ( 1,106 )

Loan prepayment penalty ( 687 ) —

Net cash (used in) provided by financing activities ( 24,491 ) 3,160

(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 2,349 ) 21,177

CASH, CASH EQUIVALENTS AND RESTRICTED CASH , beginning of year 42,768 21,591

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Non-cash Transactions:

Paycheck Protection Program forgiveness $ 552 $ —

Initial fair value of warrants $ 2,018 $ 594

Initial fair value of derivative liability at issuance of convertible notes $ 5,932 $ —

Conversion of common units to common stock $ 33 $ 21

Conversion of Series B Preferred Stock to common stock $ 72 $ —

Accretion of Preferred Stock discounts $ 600 $ 677

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Wheeler Real Estate Investment Trust, Inc.

(the “Trust,” the “REIT,” or "Company") is a Maryland corporation formed on June 23, 2011.

(the “Trust,” the “REIT”, the “Company”, "we", "our" or "us") is a Maryland corporation formed on June 23, 2011.

The Trust serves as the general partner of Wheeler REIT, L.P.

(the “Operating Partnership”), which was formed as a Virginia limited partnership on April 5, 2012.

As of December 31, 2020, the Trust, through the Operating Partnership, owned and operated sixty centers and six undeveloped properties.

Twelve of these properties are located in Virginia, three are located in Florida, seven are located in North Carolina, twenty-three are located in South Carolina, twelve are located in Georgia, two are located in Kentucky, two are located in Tennessee, one is located in New Jersey, one is located in Alabama, one is located in West Virginia, one is located in Oklahoma and one is located in Pennsylvania.

The Company’s portfolio had total net rentable space of approximately 5,561,766 square feet and a leased level of approximately 88.9 % at December 31, 2020.

Accordingly, the use of the word “Company” refers to the Trust and its consolidated subsidiaries, except where the context otherwise requires.

At December 31, 2021, the Company owned 98.59 % of the Operating Partnership.

As of December 31, 2021, the Trust, through the Operating Partnership, owned and operated fifty-eight centers and four undeveloped properties.

Ten of these properties are located in Virginia, three are located in Florida, six are located in North Carolina, twenty-two are located in South Carolina, twelve are located in Georgia, two are located in Kentucky, two are located in Tennessee, one is located in New Jersey, one is located in Alabama, one is located in West Virginia, one is located in Oklahoma and one is located in Pennsylvania.

The Company’s portfolio had total gross rentable space of approximately 5,478,855 square feet and a leased level of approximately 94.2 % at December 31, 2021.

Accordingly, the use of the word “Company”, "we", "our" or "us" refers to the Trust and its consolidated subsidiaries, except where the context otherwise requires.

The Company includes the Trust, the Operating Partnership, the entities included in the REIT formation and the entities acquired since November 2012.

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All material balances and transactions between the consolidated entities of the Company have been eliminated.

The Company owns, leases and operates income producing strip centers, neighborhood, grocery-anchored, community centers and free-standing retail properties with a strategy to acquire high quality retail properties that generate attractive risk-adjusted returns.

The Company targeted competitively protected properties in communities that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth.

The Company owns, leases and operates income producing grocery-anchored centers, neighborhood centers, community centers and free-standing retail properties with a strategy to acquire high quality retail properties that generate attractive risk-adjusted returns.

The Company targeted competitively protected properties in communities that have stable demographics and have historically exhibited pro-business jurisdictions.

The Company considers competitively protected properties to be located in the most prominent shopping districts in their respective markets, ideally situated at major “Main and Main” intersections.

The Company generally leases its properties to national and regional supermarket chains and selects retailers that offer necessity and value oriented items and generate regular consumer traffic.

The Company’s tenants carry goods that are less impacted by fluctuations in the broader U.S.

The Company generally leases its properties to national and regional supermarket chains and selects retailers that offer necessity and value oriented services and items and generate regular consumer traffic.

The Company’s tenants carry goods and offer services that are less impacted by fluctuations in the broader U.S.

economy and consumers’ disposable income, which it believes generates more predictable property-level cash flows.

On October 24, 2014, the Trust, through the Operating Partnership, acquired (i) Wheeler Interests, LLC (“WI”), an acquisition and asset management firm, (ii) Wheeler Real Estate, LLC (“WRE”), a real estate leasing, management and administration firm and (iii) WHLR Management, LLC (“WM” and collectively with WI and WRE the “Operating Companies”), a real estate business operations firm resulting in the Company becoming an internally-managed REIT.

Accordingly, the responsibility for identifying targeted real estate investments, the handling of the disposition of real estate investments, administering our day-to-day business operations, including but not limited to, leasing, property management, payroll and accounting functions, acquisitions, asset management and administration are now handled internally.

The Operating Companies perform property management and leasing functions for certain related and non-related third parties (the “Non-REIT Properties”), primarily through WRE.

The Company converted WRE to a Taxable REIT Subsidiary (“TRS”) to accommodate serving the Non-REIT Properties since applicable REIT regulations consider the income derived from these services to be “bad” income subject to taxation.

The Trust through the Operating Partnership owns Wheeler Interests, LLC (“WI”) and Wheeler Real Estate, LLC (“WRE”) (collectively the “Operating Companies”).

The Operating Companies are Taxable REIT Subsidiaries (“TRS”) to accommodate serving the Non-REIT Properties since applicable REIT regulations consider the income derived from these services to be “bad” income subject to taxation.

The regulations allow for costs incurred by the Company commensurate with the services performed for the Non-REIT Properties to be allocated to a TRS.

During January 2014, the Company acquired Wheeler Development, LLC (“WD”) and converted it to a TRS.

The Company began performing development activities for both REIT Properties and Non-REIT Properties during 2015.

Wheeler Real Estate Investment Trust, Inc.

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All other repair and maintenance costs are expensed as incurred.

The Company capitalizes interest on projects during periods of construction until the projects reach the completion point that corresponds with their intended purpose.

The Company allocates the purchase price of acquisitions to the various components of the asset based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions.

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The Company also estimates the value of other acquired intangible assets, if any, and amortizes them over the remaining life of the underlying related intangibles.

The Company reviews investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, but at least annually.

These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value.

The Company measures any impairment of investment property when the estimated undiscounted future operating income before depreciation and amortization, plus its residual value, is less than the carrying value of the property.

Estimated undiscounted operating income before depreciation and amortization includes various Level 3 fair value assumptions including renewal and renegotiations of current leases, estimates of new leases on vacant spaces, estimates of operating costs and fluctuating market conditions.

Estimated undiscounted operating income before depreciation and amortization include renewal and renegotiations of current leases, estimates of new leases on vacant spaces, estimates of operating costs and fluctuating market conditions.

The renewal and renegotiations of leases in some cases must be approved by additional third parties outside the control of the Company and the tenant.

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The Company may decide to sell properties that are held for use.

The Company records these properties as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of

The Company records these properties as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year.

Properties classified as held for sale are reported at the lower of

Wheeler Real Estate Investment Trust, Inc.

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Summary of Significant Accounting Policies (continued)

the sale is considered probable and is expected within one year.

Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell.

their carrying value or their fair value, less estimated costs to sell.

When the carrying value exceeds the fair value, less estimated costs to sell an impairment expense is recognized.

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The Company places its cash and cash equivalents with institutions of high credit quality.

Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs, tenant security deposits and funds held for the 2020 tender offer, see Note 8 for further details related to the tender offer.

Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs, tenant security deposits and funds restricted by lender for redemption of Series D Preferred.

The Company places its cash and cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company ("FDIC") up to $ 250 thousand.

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Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk.

Tenant Receivables and Unbilled Rent

Tenant Receivables

Tenant receivables include base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis.

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A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease.

As of December 31, 2020 and 2019, the Company’s allowance for uncollectible tenant receivables totaled $ 994 thousand and $ 1.14 million, respectively.

As of December 31, 2021 and 2020, the Company’s allowance for uncollectible tenant receivables totaled $ 633 thousand and $ 994 thousand, respectively.

Above and Below Market Lease Intangibles, net

Wheeler Real Estate Investment Trust, Inc.

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Summary of Significant Accounting Policies (continued)

Notes Receivable

Notes receivable represent financing to Sea Turtle Development ("Sea Turtle") as discussed in Note 4.

The notes were secured by a second deed of trust on the underlying real estate known as Sea Turtle Development.

The Company evaluates the collectability of both the interest and principal of the notes receivable based primarily upon the projected fair market value of the project at stabilization.

The notes receivable are determined to be impaired when, based upon current information, it is no longer probable that the Company will be able to collect all contractual amounts due from the borrower.

The amount of impairment loss recognized is measured as the difference between the carrying amount of the note and its estimated realizable value.

The impairment on the Sea Turtle Development note is further discussed at Note 4.

Above and Below Market Lease Intangibles, net

The Company determines the above and below market lease intangibles upon acquiring a property.

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The Company received proceeds of $ 552 thousand (the "PPP funds") pursuant to the Paycheck Protection Program (the "PPP") under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act.

The PPP funds were received in the form of a promissory note, dated April 24, 2020 (the “Promissory Note”), between the Company and KeyBank as the lender that matures on April 24, 2022 bearing interest at a fixed rate of 1 % per annum, payable monthly commencing seven months from the date of the note.

Under the terms of the PPP, the principal may be forgiven if the proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, mortgage interest, rent and utilities.

See Note 12 for additional details regarding forgiveness.

The PPP proceeds are included in "accounts payable, accrued expenses and other liabilities" on the consolidated balance sheets.

The PPP funds were received in the form of a promissory note, dated April 24, 2020 (the “Promissory Note”), between the Company and KeyBank as the lender.

Under the terms of the CARES Act, the Promissory Note was forgiven during the year ended December 31, 2021 and the corresponding forgiveness of the liability was recorded as "other income" on the consolidated statements of operations.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations.

The Company evaluates all of its financial instruments, including stock purchase warrants and convertible notes, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

The assumptions used in these fair value estimates are based on the three-level valuation hierarchy for fair value measurement and represent Level 3 inputs.

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Debt Issuance Costs

The Company may record debt issuance costs in connection with raising funds through the issuance of debt.

These costs may be paid in the form of cash, or equity (such as warrants).

The Company may incur debt issuance costs in connection with raising funds through debt.

These costs may be paid in the form of cash, or equity (such as warrants and convertible notes).

These costs are amortized to interest expense over the life of the debt.

If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

Debt issuance costs are presented as a direct deduction from the carrying value of the associated debt liability in the consolidated balance sheets.

Operating Partnership Purchase of Stock

The Operating Partnership purchased 71,343 shares of the Series D Preferred Stock on September 22, 2020 from an unaffiliated investor at $ 15.50 per share.

The Operating Partnership purchased 71,343 shares of the Series D Preferred on September 22, 2020 from an unaffiliated investor at $ 15.50 per share.

The Company considers the purchase of the REIT's equity securities to be retired in the consolidated financial statements.

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The Company combines lease and nonlease components in lease contracts, which includes combining base rent and tenant reimbursement revenue.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

The Company accrues minimum rents on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet.

At December 31, 2020 and 2019, there were $ 4.48 million and $ 3.41 million, respectively, in unbilled rent which is included in "rents and other tenant receivables, net." Additionally, certain of the lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent).

At December 31, 2021 and 2020, there were $ 5.77 million and $ 4.48 million, respectively, in unbilled rent which is included in "rents and other tenant receivables, net." Additionally, certain lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent).

Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements as variable lease income.

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These reimbursements are considered nonlease components which the Company combines with the lease component.

The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings at the property.

The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by the tenant's pro-rata percentage of square footage to total square footage of the property.

The Company also receives monthly payments for these reimbursements from substantially all its tenants throughout the year.

The Company recognizes tenant reimbursements as variable lease income.

The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year.

These differences were no t material for the years ended December 31, 2020 and 2019.

Additionally, the Company has tenants who pay real estate taxes directly to the taxing authority.

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The Company recognizes lease termination fees, which are included in "other revenues" on the consolidated statements of operations, in the year that the lease is terminated and collection of the fee is reasonably assured.

Upon early lease termination, the Company provides for losses related to unrecovered intangibles and other assets.

Upon early lease termination, the Company records losses related to unrecovered intangibles and other assets.

Beginning in April 2020, the Company received certain rent relief requests, most often in the form of rent deferral requests, as a result of COVID-19.

The Company evaluates each tenant rent relief request on an individual basis, considering a number of factors.

The Company evaluated each tenant rent relief request on an individual basis, considering a number of factors.

Not all tenant requests ultimately result in concessions or modification of agreements, nor is the Company forgoing its contractual rights under its lease agreements.

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Concessions that extend the lease term are accounted for under ASC 842, lease modification guidance.

The below table disaggregates the Company’s revenue by type of service for the years ended December 31, 2021 and 2020 (in thousands):

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Summary of Significant Accounting Policies (continued)

The below table disaggregates the Company’s revenue by type of service for the years ended December 31, 2020 and 2019 (in thousands):

Years Ended December 31,

1 unchanged sentence

Tenant reimbursements - variable lease revenue 13,120 13,273

Percentage rent - variable lease revenue 393 334

Straight-line rents 1,060 1,155

Percentage rent - variable lease revenue 531 393

Lease termination fees 139 178

Other 803 786

Subtotal 62,134 63,611

Total 61,549 62,134

Credit losses on operating lease receivables ( 239 ) ( 1,131 )

5 unchanged sentences

Management has evaluated the effect of the guidance provided by GAAP on Accounting for Uncertainty of Income Taxes and has determined that the Company had no uncertain income tax positions .

Taxable REIT Subsidiary Cost Allocation

The Company’s overall philosophy regarding cost allocation centers around the premise that the Trust exists to acquire, lease and manage properties for the benefit of its investors.

Accordingly, a majority of the Company’s operations occur at the property level.

Each property must carry its own weight by absorbing the costs associated with generating its revenues.

Additionally, leases generally allow the Company to pass through to the tenant most of the costs involved in operating the property, including, but not limited to, the direct costs associated with owning and maintaining the property (landscaping, repairs and maintenance, taxes, insurance, etc.), property management and certain administrative costs.

Service vendors bill the majority of the direct costs of operating the properties directly to the particular property and each property pays them accordingly.

The Non-REIT Properties pay WRE property management and/or asset management fees of 3 % and 2 % of collected revenues, respectively.

The Non-REIT Properties also pay WRE leasing commissions based on the total contractual revenues to be generated under the new/renewed lease agreement ( 6 % for new leases and 3 % for renewals).

Costs incurred to manage, lease and administer the Non-REIT Properties are allocated to the TRS.

These costs include compensation and benefits, property management, leasing and other corporate, general and administrative expenses associated with generating the TRS' revenues.

Financial Instruments

The carrying amount of financial instruments included in assets and liabilities approximates fair market value due to their immediate or short-term maturity.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

Use of Estimates

2 unchanged sentences

Corporate General and Administrative Expense

A detail for the "corporate general & administrative" line item from the consolidated statements of operations is presented below (in thousands):

Corporate general & administrative expenses consist of the following (in thousands):

Years Ended December 31,

Professional fees $ 3,116 $ 2,466

Compensation and benefits 1,589 1,991

Corporate administration (1)

Compensation and benefits 1,465 1,589

Capital and debt financing costs 438 291

Advertising costs for leasing activities 119 117

1 unchanged sentence

Total $ 7,140 $ 5,831

(1) Includes $ 169 thousand in annual rental payments for the year ended December 31, 2021 for the Company's office space headquarters that had a sale leaseback in December 2020.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

Other Expense

Other expense represents expenses which are non-operating in nature.

Other expenses during the year ended December 31, 2020 were $ 1.04 million in legal settlement costs and reimbursement of 2019 proxy costs, see Note 10 and Note 11 for additional details.

Leases Commitments

Other expense represents costs which are non-operating in nature.

Other expenses were $ 185 thousand for the year ended December 31, 2021, and consist of legal settlement costs.

Other expenses were $ 1.04 million for the year ended December 31, 2020, and include legal settlement costs and reimbursement of 2019 proxy costs, see Note 11 for additional details.

Lease Commitments

The Company determines if an arrangement is a lease at inception.

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Accordingly, noncontrolling interests have been reported in equity on the consolidated balance sheets but separate from the Company’s equity.

On the consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

Company and noncontrolling interests.

On the consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests.

Consolidated statements of equity include beginning balances, activity for the period and ending balances for stockholders’ equity, noncontrolling interests and total equity.

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In accordance with GAAP, any changes in the value from period to period are charged to additional paid-in capital.

Adoption of ASC Topic 842, “Leases”

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, “Leases (Topic 842)”, to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet.

The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach within ASU 2018-11, which allows for the application date to be the beginning of the reporting period in which the entity first applies the new standard.

The Company did not have a cumulative-effect adjustment as of the adoption date.

The Company elected the package of transition practical expedients where the company is either the lessee or lessor, which among other things, allowed the Company to carry forward the historical lease classifications and use hindsight in determining the lease terms.

The standard had a material impact on the Company's consolidated balance sheets, but did not have a material impact on the consolidated statements of operations.

The most significant impact was the recognition of ROU assets and lease liabilities of approximately $ 11.90 million and $ 11.99 million, respectively, for operating leases as of January 1, 2019, calculated based on an incremental borrowing rate of 4.84 %.

The difference between the ROU assets and lease liabilities at adoption represents the accrued straight-line rent liability previously recognized under ASC 840.

The standard had no impact on the Company's cash flows.

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entities Own Equity (Subtopic 815-40).” This ASU simplifies accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments.

In addition, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available.

The guidance is effective for fiscal years beginning after December 15, 2021.

We adopted this guidance effective January 1, 2021 under the modified retrospective adoption approach.

There was no effect to the opening balance of retained earnings at the date of adoption.

The comparative information has not been restated and continues to be presented according to accounting standards in effect for those periods.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820)".

This update modifies the disclosure requirements on fair value measurements in Topic 820 with several removals, modifications and additions for disclosures, which includes both prospective and retrospective disclosures.

The guidance adds prospective disclosures related to the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements including measurement uncertainty disclosures to communicate the uncertainty in the measurement as of the reporting date.

The Company adopted this ASU as of January 1, 2020.

The adoption did not have material impact on its consolidated financial statements upon adoption of the guidance and there were no retrospective disclosures necessary.

Recent Accounting Pronouncements

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Effective Dates." The Company is currently in the process of evaluating the impact the adoption of the guidance will have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820)".

The Company adopted this ASU as of January 1, 2020.

The adoption did not have material impact on its consolidated financial statements upon adoption of the guidance and there were no retrospective disclosures necessary.

Other accounting standards that have been issued or proposed by the FASB or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

Reclassifications

The Company has reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation.

These reclassifications had no effect on net income, total assets, total liabilities or equity.

The revenue from asset management fees and commissions were reclassified to other revenues on the consolidated statements of operations for consistency with current period presentation.

The consolidated statements of operations reported within prior year's Form 10-K, fiscal year ended December 31, 2020, presented net loss attributable to Wheeler REIT Common Stockholders and basic and diluted loss per share amounts of $ 13.56 million and $ 1.40 per share, respectively.

On November 3, 2021, common stockholders of the Company voted to amend the Company’s Charter to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred.

As a result, the net loss attributable to Wheeler REIT Common Stockholders and basic and diluted loss per share amounts have been restated to conform with this amendment, resulting in net loss attributable to Wheeler REIT Common Stockholders and basic and diluted loss per share amounts of $ 9.29 million and $ 0.96 per share, respectively, for the year ended December 31, 2020.

No other reclassifications had an effect on net income, total assets, total liabilities or equity.

The revenue from interest income was reclassified from interest expense on the consolidated statements of operations for consistency with current period presentation.

Investment properties consist of the following (in thousands):

4 unchanged sentences

Investment properties, net $ 386,730 $ 392,664

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Real Estate (continued)

The Company’s depreciation expense on investment properties was $ 11.07 million and $ 11.32 million for the years ended December 31, 2021 and 2020, respectively.

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Assets Held for Sale and Dispositions

At December 31, 2020, assets held for sale included Columbia Fire Station, Berkley Shopping Center, a .75 acre land parcel at Berkley and two outparcels at Rivergate Shopping Center, as the Company has committed to a plan to sell each property.

At December 31, 2019, assets held for sale included St.

At December 31, 2021, assets held for sale included Walnut Hill Plaza, as the Company has committed to a plan to sell the property.

At December 31, 2020, assets held for sale included Columbia Fire Station, Berkley Shopping Center, a 0.75 acre land parcel at Berkley (the "Berkley Land Parcel") and two outparcels at Rivergate Shopping Center.

Impairment expenses on assets held for sale are a result of reducing the carrying value for the amount that exceeded the property's fair value less estimated selling costs.

The valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs.

The impairment expenses during the years ended December 31, 2020 and 2019 are as follows (in thousands):

Impairment expenses for the years ended December 31, 2021 and 2020 are as follows (in thousands):

Years Ended December 31,

Walnut Hill Plaza $ 100 $ —

Columbia Fire Station 2,200 600

Matthews — 451

Perimeter Square — 1,147

Total $ 2,300 $ 600

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Real Estate (continued)

As of December 31, 2020 and 2019, assets held for sale and associated liabilities consisted of the following (in thousands):

As of December 31, 2021 and 2020, assets held for sale and associated liabilities consist of the following (in thousands):

Investment properties, net $ 1,824 $ 12,593

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Total liabilities associated with assets held for sale $ 3,381 $ 13,124

The following properties were sold during the years ending December 31, 2020 and 2019:

The following properties were sold during the years ended December 31, 2021 and 2020 (in thousands):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Real Estate (continued)

Disposal Property Contract Price Gain (Loss) Net Proceeds

(in thousands)

November 17, 2021 Columbia Fire Station $ 4,250 $ ( 88 ) $ 3,903

August 31, 2021 Rivergate Shopping Center Out Parcel 3,700 1,915 3,451

July 9, 2021 Tulls Creek Land Parcel ( 1.28 acres)

March 25, 2021 Berkley Shopping Center and Berkley Land Parcel ( 0.75 acres)

4,150 176 3,937

December 31, 2020 Riversedge North 3,000 49 2,843

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Matthews 1,775 ( 26 ) 1,665

July 12, 2019 Perimeter Square 7,200 ( 95 ) —

March 18, 2019 Graystone Crossing 6,000 1,433 1,744

February 7, 2019 Harbor Pointe Land Parcel (1.28 acres) 550 — 19

January 11, 2019 Jenks Plaza 2,200 387 1,840

In May 2019, an approximate 10,000 square foot outparcel at the JANAF property was demolished resulting in a $ 331 thousand write-off to make way for a new approximate 20,000 square foot building constructed by a new grocer tenant, Aldi.

JANAF Executive Building

In April 2019, the Company absorbed an approximate 25,000 square foot outparcel at JANAF as a result of an unlawful detainer with a delinquent tenant, Mariner Investments, LTD.

Notes Receivable

On May 7, 2019, Sea Turtle filed a Chapter 11 Voluntary Petition for Bankruptcy in the United States Bankruptcy Court for the District of South Carolina in Charleston.

As such, the Company recognized $ 5.00 million in impairment expense on the notes receivable for the year ended December 31, 2019, bringing the carrying value to zero, as the estimated fair value of Sea Turtle was not expected to provide for the cash required to repay the notes receivable.

Additionally, the notes receivable were on nonaccrual status during 2019 and the Company did not recognize $ 1.44 million of interest income during the year ended December 31, 2019.

No interest income was recognized in 2020.

See Note 10 for further details on the outcome of bankruptcy proceedings.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Deferred Costs

Deferred costs and other assets, net of amortization are as follows (in thousands):

Deferred costs and other assets, net of accumulated amortization are as follows (in thousands):

Leases in place, net $ 7,519 $ 10,233

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2021 December 31,

KeyBank Credit Agreement (6)

$ 350,000 LIBOR + 350 basis points December 2020 $ — $ 17,879

Columbia Fire Station $ 45,580 14.00 % December 2020 3,893 4,051

Tuckernuck $ 33,880 3.88 % February 2021 5,193 5,344

First National Bank (7)

$ 24,656 LIBOR + 350 basis points March 2021 1,045 1,214

Lumber River $ 10,723 LIBOR + 350 basis points April 2021 1,367 1,404

Rivergate $ 104,178 LIBOR + 295 basis points April 2021 21,164 21,545

JANAF Bravo $ 36,935 4.65 % April 2021 6,263 6,372

Litchfield Market Village $ 46,057 5.50 % November 2022 $ 7,312 $ 7,418

1 unchanged sentence

Walnut Hill Plaza $ 26,850 5.50 % March 2023 3,145 3,287

Powerscourt Financing Agreement (6)

Interest only 13.50 % March 2023 25,000 —

New Market $ 48,747 5.65 % June 2023 6,291 6,508

Benefit Street Note (3)

$ 53,185 5.71 % June 2023 7,145 7,361

Deutsche Bank Note (2)

$ 33,340 5.71 % July 2023 5,567 5,642

Benefit Street Note (3) $ 53,185 5.71 % June 2023 6,914 7,145

Deutsche Bank Note (2) $ 33,340 5.71 % July 2023 5,488 5,567

JANAF $ 333,159 4.49 % July 2023 47,065 48,875

First National Bank (6) (7) $ 24,656 LIBOR + 350 basis points

August 2023 789 1,045

Lumber River (7) $ 10,723 LIBOR + 350 basis points

September 2023 1,296 1,367

Tampa Festival $ 50,797 5.56 % September 2023 7,753 7,920

Forrest Gallery $ 50,973 5.40 % September 2023 8,060 8,226

Riversedge North $ 11,436 5.77 % December 2023 — 1,767

South Carolina Food Lions Note (5)

$ 68,320 5.25 % January 2024 11,473 11,675

South Carolina Food Lions Note (5) $ 68,320 5.25 % January 2024 11,259 11,473

JANAF Bravo $ 35,076 5.00 % May 2024 5,936 6,263

Cypress Shopping Center $ 34,360 4.70 % July 2024 6,031 6,163

12 unchanged sentences

Sunshine Shopping Plaza Interest only 4.57 % August 2025 5,900 5,900

Barnett Portfolio (4)

Interest only 4.30 % September 2025 8,770 8,770

Barnett Portfolio (4) Interest only 4.30 % September 2025 8,770 8,770

Fort Howard Shopping Center Interest only 4.57 % October 2025 7,100 7,100

4 unchanged sentences

JANAF BJ's $ 29,964 4.95 % January 2026 4,725 4,844

Tuckernuck $ 32,202 5.00 % March 2026 5,052 5,193

Chesapeake Square $ 23,857 4.70 % August 2026 4,192 4,279

4 unchanged sentences

Laburnum Square Interest only 4.28 % September 2029 7,665 7,665

Rivergate $ 100,222 4.25 % September 2031 18,430 21,164

Convertible Notes Interest only 7.00 % December 2031 33,000 —

Columbia Fire Station Interest only 14.00 % July 2021 — 3,893

Powerscourt Financing Agreement Interest only 13.50 % March 2023 — 25,000

Total Principal Balance (1) 346,262 353,916

353,916 347,059

Unamortized debt issuance cost (1) ( 9,834 ) ( 6,812 )

( 6,812 ) ( 4,172 )

Total Loans Payable, including assets held for sale 336,428 347,104

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George, Waterway Plaza and Westland Square.

(6) Collateralized by Darien Shopping Center, Devine Street, Lake Murray, Moncks Corner and South Lake.

(6) Collateralized by Surrey Plaza and Amscot Building.

(7) Certain loans bear interest at a variable interest rate equal to LIBOR or another index rate, subject to a floor, in each case plus or minus a specified margin.

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Loans Payable (continued)

Rights Offering and Convertible Notes

On July 22, 2021, the Company commenced the rights offering (the “Rights Offering”) for the purchase of up to $ 30.00 million in aggregate principal amount of the Company’s 7.00 % senior subordinated convertible notes due 2031 (the “Convertible Notes”).

On August 13, 2021, the Rights Offering expired.

Pursuant to the Rights Offering, the Company distributed to holders of its Common Stock, as of 5:00 p.m.

New York City time on June 1, 2021 (the “Record Date”), non-transferable subscription rights to purchase Convertible Notes.

Each holder of the Company’s Common Stock as of the Record Date received one right for each eight shares of the Company’s Common Stock owned, and each right entitled a holder to purchase $ 25.00 principal amount of Convertible Notes.

The Rights Offering was made pursuant to an effective registration statement filed with the U.S.

Securities and Exchange Commission.

The aggregate principal amount of Convertible Notes issued in the Rights Offering was $ 30.00 million.

The Rights Offering was backstopped by Magnetar Structured Credit Fund, LP, Magnetar Longhorn Fund LP, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund – F LLC, Purpose Alternative Credit Fund – T LLC, and AY2 Capital LLC (each individually, a “Backstop Party” and, collectively, the “Backstop Parties”) in the amount of $ 2.19 million in aggregate principal.

On October 12, 2021, the Backstop Parties and their assignee elected to exercise their “accordion right” in full and purchased from the Company an additional $ 3.00 million in aggregate principal amount of the Company’s Convertible Notes.

The Convertible Notes contain debt issuance costs aggregating $ 7.10 million which is being amortized over the life of the Convertible Notes.

On August 13, 2021, the Company, as Issuer, and Wilmington Savings Fund Society, FSB., as Trustee, entered into an

Indenture governing the terms of the Convertible Notes (the "Indenture").

The Convertible Notes bear interest at a rate of 7.00 % per annum.

Interest on the Convertible Notes is payable

semi-annually in arrears on June 30 and December 31 of each year, commencing on December 31, 2021.

The Convertible Notes are subordinate and junior in right of payment to the Company's obligations to the holders of

senior indebtedness, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt,

marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a

whole, whether voluntary or involuntary, all obligations to holders of senior indebtedness shall be entitled to be paid in full

before any payment shall be made on account of the principal or interest on the Convertible Notes.

Interest on the Convertible Notes is payable, at the Company's election:

(b) in shares of Series B

or (d) in any combination of (a), (b), and/or (c).

For purposes of determining the value of Series B Preferred and Series D Preferred paid as interest on the Convertible Notes, each share of Series B Preferred and Series D Preferred shall be deemed to have a value equal to the product of (x) the average of the VWAPs (as defined in the Indenture) for the Series B Preferred or the Series D Preferred, as the case may be, for the 15 consecutive trading days ending on the third business day immediately preceding the relevant interest payment date, and (y) 0.55 .

During the year ended December 31, 2021, interest related to the Convertible Notes was $ 886 thousand and paid with 113,709 shares of Series D Preferred, which when adjusted for the VWAP discount represents interest expense of $ 1.61 million.

The Convertible Notes are convertible, in whole or in part, at any time, at the option of the holders of the Convertible Notes, into shares of the Company’s Common Stock at a conversion price of $ 6.25 per share of the Company’s Common Stock (the “Conversion Price”);

provided, however, that if at any time after September 21, 2023, holders of the Series D Preferred have required the Company to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred, then the Conversion Price will be adjusted to the lower of (i) 55 % of the Conversion Price or (ii) a 45 % discount to the lowest price at which any Series D Preferred was converted into the Common Stock.

Upon a change of control, each Convertible Note will mandatorily convert into shares of the Company’s Common Stock equal to:

(i) the principal amount of each Convertible Note divided by (ii) the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15 consecutive trading days ending on the third business day immediately preceding the date of such change of control, and (y) 0.55 .

After January 1, 2024, the Company may redeem the Convertible Notes at any time (in whole or in part) at the Company's option at a redemption price equal to 100 % of the principal amount thereof plus accrued and unpaid interest as of the redemption date (the "Redemption Price").

The Redemption Price may be paid:

(b) in shares of Common Stock;

or (c) in any combination of (a) and (b).

Powerscourt Financing Agreement

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

On December 22, 2020, the Company entered into a financing agreement (the "Powerscourt Financing Agreement") with Powerscourt Investments XXII, LP, as administrative agent and collateral agent.

The Powerscourt Financing Agreement provides for a term loan in the aggregate principal of $ 25.00 million.

The proceeds of the Powerscourt Financing Agreement are intended for the following:

(i) to paydown the Company’s indebtedness on the KeyBank Credit Agreement, (ii) to redeem certain shares of the Company’s Series D Preferred, and (iii) to pay fees and expenses in connection with the transactions contemplated by the Powerscourt Financing Agreement.

The Powerscourt Financing Agreement is at a rate of 13.50 % and matures on March 31, 2023 with quarterly interest only payments beginning on January 15, 2021.

In conjunction with the Powerscourt Financing Agreement, the Company issued to Powerscourt XXII, LP a warrant (the "Powerscourt Warrant") to purchase 496,415 shares of Common Stock for $ 3.12 per share (the "Powerscourt Warrant Agreement").

The Powerscourt Warrant is exercisable at the option of its holder in whole or in part into shares of Common Stock from time to time on or after December 22, 2020 (the "Effective Date") and before the date that is the 36-month anniversary of the Effective Date.

Additionally, the Company entered into a registration rights agreement with the holders from time to time of the Powerscourt Warrant, dated as of December 22, 2020 (the “Powerscourt Registration Rights Agreement”), accordingly, the Company registered the resale of the common stock underlying the Powerscourt Warrant on a Form S-11 Registration Statement which became effective on May 25, 2021.

On March 12, 2021, the Company paid in full the $ 25.00 million Powerscourt Financing Agreement.

The Powerscourt Warrant Agreement and the Powerscourt Registration Rights Agreement remain as of December 31, 2021.

Wilmington Financing Agreement

On March 12, 2021, the Company entered into a financing agreement (the "Wilmington Financing Agreement") as borrower, certain subsidiaries of the Company from time to time party thereto, as guarantors (together with the Company, the "Loan Parties"), the lenders from time to time party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.

The Wilmington Financing Agreement provided for a term loan in the aggregate principal amount of $ 35.00 million.

The proceeds of the Wilmington Financing Agreement were intended for the following:

(i) to payoff the Company's indebtedness on the Powerscourt Financing Agreement, (ii) to fund the redemption of certain shares of the Company's 8.75 % Series D Preferred and (iii) to pay fees and expenses in connection with the transactions contemplated by the Wilmington Financing Agreement.

The Wilmington Financing Agreement is at a rate of 8.00 % and matures in March 2026 with quarterly interest only payments beginning on April 15, 2021.

Any payment or repayment of principal will be made with a premium equal to 5 % of the amount repaid or prepaid, a total of $ 1.75 million.

The obligations of the Company under the Wilmington Financing Agreement were secured by liens on certain assets of the Company and certain of the Company's subsidiaries, including mortgages on the properties within the Company's portfolio.

The Wilmington Financing Agreement also contains covenants that restrict, among other things the ability of the Company and its subsidiaries to create liens, incur indebtedness, make certain investments, merge or consolidate, dispose of assets, pay certain dividends and make certain other restricted payments or certain equity issuances, change the nature of their businesses, enter into certain transactions with affiliates and change their governing documents.

Pursuant to the Wilmington Financing Agreement, the Company issued to the holders from time to time party thereto a warrant (the "Wilmington Warrant") to purchase in the aggregate, 1,061,719 shares of Common Stock in three tranches:

warrants to purchase an aggregate of 510,204 shares at an exercise price of $ 3.430 per share ("Tranche A");

warrants to purchase an aggregate of 424,242 shares at an exercise price of $ 4.125 per share ("Tranche B");

and warrants to purchase an aggregate of 127,273 shares at an exercise price of $ 6.875 per share ("Tranche C") (the "Wilmington Warrant Agreement").

The Wilmington Warrant is exercisable at the option of its holder in whole or in part into shares of Common Stock from time to time on or after March 12, 2021 (the "Effective Date") and before the maturity date of the Wilmington Financing Agreement.

In connection with the Wilmington Financing Agreement, the Company entered into a registration rights agreement with the holders from time to time of the Wilmington Warrants, dated as of March 12, 2021 (the "Wilmington Registration Rights Agreement"), accordingly, the Company registered the resale of the common stock underlying the Wilmington Warrant on a Form S-11 Registration Statement which became effective on May 25, 2021.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

On December 21, 2021, the principal balance on the Wilmington Financing Agreement was paid in full.

The Wilmington Warrant Agreement and the Wilmington Registration Rights Agreement remain as of December 31, 2021.

KeyBank Credit Agreement

The KeyBank Credit Agreement was paid in full as of December 22, 2020.

The KeyBank Credit Agreement had the following activity during the years ended December 31, 2020 and 2019:

• Entered into a First Amendment to the KeyBank Credit Agreement (the "First Amendment") on April 25, 2019.

The First Amendment, among other provisions, increases the interest rate to LIBOR plus 350 basis points on August 31, 2019 if the outstanding balance is not below $ 11.00 million;

• Began making monthly principal payments of $ 250 thousand on May 1, 2019 in accordance with the First Amendment;

The KeyBank Credit Agreement had the following activity during the year ended December 31, 2020:

• Entered into the Second Amendment to the KeyBank Credit Agreement (the "Second Amendment") on January 24, 2020, effective December 21, 2019, and the Company began making monthly principal payments of $ 350 thousand on November 1, 2019.

3 unchanged sentences

• The KeyBank Credit Agreement had principal paydowns as noted below:

◦ $ 850 thousand paydown on March 19, 2019;

◦ $ 1.00 million paydown on May 1, 2019;

◦ $ 15.46 million paydown from Village of Martinsville refinancing proceeds on June 28, 2019;

◦ $ 7.55 million paydown from Laburnum Square refinancing proceeds on August 1, 2019;

◦ $ 7.16 million paydown from Litchfield Market Village refinancing proceeds on November 1, 2019;

◦ $ 1.78 million paydown from St.

4 unchanged sentences

◦ $ 3.00 million final paydown from Powerscourt Financing Agreement proceeds on December 22, 2020.

Powerscourt Financing Agreement

On December 22, 2020, the Company entered into a financing agreement (the "Powerscourt Financing Agreement") with Powerscourt Investments XXII, LP, as administrative agent and collateral agent.

The Powerscourt Financing Agreement provides for a term loan in the aggregate principal of $ 25.00 million.

The proceeds of the Powerscourt Financing Agreement are intended for the following:

The Powerscourt Financing Agreement is at a rate of 13.50 % and matures on March 31, 2023 with quarterly interest only payments beginning on January 15, 2021.

In conjunction with the Powerscourt Financing Agreement, the Company issued to Powerscourt XXII, LP a warrant to purchase an aggregate of 496,415 shares of the Company’s Common Stock (see the “Powerscourt Warrant Agreement” below).

Powerscourt Warrant Agreement

Pursuant to Powerscourt Financing Agreement, the Company issued Powerscourt Investments XXII, LP, a warrant (the “Warrant”) to purchase 496,415 shares of Common Stock for $ 3.12 per share (the “Powerscourt Warrant Agreement”).

The Warrant is exercisable at the option of its holder in whole or in part into shares of Common Stock from time to time on or after December 22, 2020 (the “Effective Date”) and before the date that is the 36-month anniversary of the Effective Date.

The Powerscourt Warrant Agreement contains terms and features that give rise to derivative liability classification.

The Company utilized the Monte Carlo simulation model to calculate the fair value of these warrants at the date of commitment.

Significant observable and unobservable inputs include stock price, conversion price, annual risk free rate, term, likelihood of an event of contractual conversion and expected volatility.

The Monte Carlo simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

The warrants were valued at approximately $ 594 thousand and the Company recorded a liability included on the consolidated balance sheet.

The fair value at the commitment date for the Company’s warranty liability was based upon the following assumptions as of December 31, 2020:

Exercise price $ 3.12

Stock price $ 2.75

Expected term 3.0 years

Expected volatility % 72.00 %

Risk free interest rate 0.17 %

Revere Term Loan Agreement

As of December 31, 2019, the Revere Term Loan was paid in full.

The following amendments and payments were made to the Revere Term Loan during the year ended December 31, 2019:

• Sixth Amendment executed on January 29, 2019, extended the maturity date to April 1, 2019 from February 1, 2019 and created an additional “Exit Fee” of $ 20 thousand;

• Paid down $ 323 thousand with proceeds from the sale of Jenks Plaza on January 11, 2019;

• Paid down $ 30 thousand in conjunction with the sale of a Harbor Pointe parcel on February 7, 2019;

• Paid down the remaining principal balance and the $ 20 thousand Exit Fee on March 29, 2019 from operating cash flows.

Revere Warrant Agreement

In connection with the Revere Term Loan, the Company and Revere entered into the Revere Warrant Agreement dated as of April 8, 2016, pursuant to which the Company agreed to issue the Warrant to Revere.

The terms of the Revere Warrant Agreement provide that solely in the event of an Event of Default (as defined in the Revere Term Loan) under the Revere Term Loan, Revere shall have the right to purchase an aggregate of up to 750,000 shares of the Company’s Common Stock for an exercise price equal to $ 0.0001 per share.

The Warrant was exercisable at any time and from time to time during the period starting on April 8, 2016 and expiring on February 1, 2019 at 11:59 p.m., Virginia Beach, Virginia time, solely in the event of an Event of Default under the Revere Term Loan.

The Company did not receive any proceeds from the issuance of the Warrant;

rather the Warrant served as collateral for the Revere Term Loan, the proceeds of which were used as partial consideration for the A-C Portfolio.

The issuance of the Warrant was exempt from registration pursuant to the exemption provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended based upon the above facts, because Revere was an accredited investor and because the issuance of the Warrant was a private transaction by the Company and did not involve any public offering.

The Warrant was treated as embedded equity and separate disclosure is not necessary.

The Warrants fully expired in 2019.

First National Bank Loan Paydown and Amendment

On January 11, 2019, the Company paid $ 1.51 million on the First National Bank Loan, the portion collateralized by Jenks Plaza, as detailed in Note 3.

On October 14, 2020, the Company entered into the Second Amendment to extend the $ 1.13 million First National Bank Loan to March 15, 2021 with monthly principal and interest payments of $ 25 thousand.

The First National Bank Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25 %.

Perimeter Square Refinance

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

On January 15, 2019, the Company renewed the promissory notes for $ 6.25 million and $ 247 thousand at Perimeter Square.

The loans were extended to March 2019 with interest only payments beginning February 15, 2019.

The loans bear interest at 6.50 %.

In April 2019, the Company extended the $ 6.50 million of Perimeter Square loans to June 5, 2019.

On July 12, 2019, the principal balance on the Perimeter Square loans were paid in full with the sale of the property, as detailed in Note 3.

Harbor Pointe Payoff

On February 7, 2019, the principal balance on the Harbor Pointe loan was paid in full with the sale of a 1.28 acre parcel located at the property, as detailed in Note 3.

Graystone Crossing Payoff

On March 18, 2019, the principal balance on the Graystone Crossing loan was paid in full with the sale of the property, as detailed in Note 3.

Senior Convertible Notes

On June 10, 2019, through scheduled principal and interest payments the senior convertible notes were paid in full.

Village of Martinsville Refinance

On June 28, 2019, the Company executed a promissory note for $ 16.50 million for the refinancing of Village of Martinsville at a rate of 4.28 %.

The loan matures on July 6, 2029 with monthly principal and interest payments of $ 90 thousand.

Laburnum Square Refinance

On August 1, 2019, the Company executed a promissory note for $ 7.67 million for the refinancing of Laburnum Square at a rate of 4.28 %.

The loan is interest only through August 2024 with principal and interest payments of $ 38 thousand beginning in September 2024.

The loan matures on September 5, 2029.

Litchfield Market Village Refinance

On November 1, 2019, the Company executed a promissory note for $ 7.50 million for the refinancing of Litchfield Market Village at a fixed interest rate of 5.50 %.

The loan matures on November 1, 2022 with monthly principal and interest payments of $ 46 thousand.

Shoppes at Myrtle Park Refinance

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The loan matures in March 2025 with monthly principal and interest payments of $ 41 thousand.

First National Bank Amendment

The First National Bank Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25 %.

On September 22, 2021, the Company entered into the Fourth Amendment to extend the $ 875 thousand First National Bank Loan to August 15, 2023 with monthly principal and interest payments of $ 25 thousand.

The First National Bank Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25 %.

Lumber River Extensions

On October 14, 2020, the Company entered into the Third Amendment to extend the $ 1.39 million Lumber River Loan to April 10, 2021 with monthly principal and interest payments of $ 11 thousand.

The Lumber River Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25 %.

On September 22, 2021, the Company entered into the Fifth Amendment to extend the $ 1.31 million Lumber River Loan to September 10, 2023 with monthly principal and interest payments of $ 11 thousand.

The Lumber River Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25 %.

Wheeler Real Estate Investment Trust, Inc.

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Loans Payable (continued)

Loan Modification Agreements

On September 4, 2020, the Company executed Loan Modification Agreements on three properties whereby the Company was able to use restricted cash to fund debt service for 90 days, representing a total of $ 488 thousand to be replenished over the subsequent twelve-month period.

Lumber River Extension

On October 14, 2020, the Company entered into the Third Amendment to extend the $ 1.39 million Lumber River Loan to April 10, 2021 with monthly principal and interest payments of $ 11 thousand.

The Lumber River Loan will bear interest at LIBOR plus 350 basis points with a minimum interest rate set at 4.25 %.

Walnut Hill Plaza Amendment

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On October 16, 2020, the Company entered into the Fourth Amendment to receive forbearance on principal payments through December 29, 2020 and extend the maturity date to March 2023.

Tuckernuck Extension

Tuckernuck Extension and Refinance

On November 1, 2020, the Company entered into a Second Amended Forbearance Agreement to extend the Tuckernuck Loan to February 1, 2021 with monthly principal and interest payments of $ 34 thousand.

Rivergate Extension

On February 2, 2021, the Company refinanced the Tuckernuck Loan for $ 5.15 million at a rate of 5.00 %.

The loan matures on March 1, 2026 with monthly principal and interest payments of $ 32 thousand.

Rivergate Extensions and Refinance

On November 19, 2020, the Company entered into an agreement to extend the maturity date from October 20, 2020 to April 20, 2021 with monthly principal payments of $ 48 thousand plus accrued and unpaid interest.

On May 28, 2021, the Company entered into an agreement with Synovus Bank to extend the maturity date from April 21, 2021 to October 20, 2021 with monthly principal payments of $ 60 thousand plus accrued and unpaid interest.

The Rivergate Loan will bear interest at the Synovus Bank's prime rate less 0.25 % with a floor of 3.00 %.

On August 31, 2021 a $ 3.54 million principal payment was made in conjunction with the outparcel sale.

On September 30, 2021, the Company refinanced the Rivergate Loan for $ 18.50 million at a rate of 4.25 %.

The loan matures on September 30, 2031 with monthly principal and interest payments of $ 100 thousand through September 2026 at which time monthly principal and interest payments begin based on a 20-year amortization and an interest rate change to 5 year U.S.

Treasury Rate plus 2.70 % with a floor of 4.25 %.

Riversedge North Payoff

On December 31, 2020, the principal balance on the Riversedge North loan was paid in full with the sale of the property, as detailed in Note 3.

Columbia Fire Station Extension

Columbia Fire Station Extension and Payoff

Effective September 3, 2020, the Company extended the Columbia Fire Station promissory note ("Columbia Fire Station Loan") to December 3, 2020, with the monthly principal payment increasing $ 20 thousand for a total monthly principal and interest payment of $ 46 thousand beginning on October 3, 2020.

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The Forbearance Agreement, among other provisions, extends the maturity date of the Columbia Fire Station Loan to July 21, 2021 and waives all defaults and late fees existing prior to the Forbearance Agreement.

On July 21, 2021, the principal balance on the Columbia Fire Station Loan was paid in full.

Berkley/Sangaree/Tri-County Paydown

Wheeler Real Estate Investment Trust, Inc.

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Loans Payable (continued)

Debt Maturity

On March 25, 2021, the Company made a $ 3.22 million principal payment on the Berkley/Sangaree/Tri-County loan with the sale of the Berkley Shopping Center, as detailed in Note 3, and paid $ 687 thousand in defeasance.

JANAF Bravo Refinance

On May 5, 2021, the Company refinanced the JANAF Bravo Loan for $ 6.00 million at a rate of 5.00 %.

The loan matures on May 5, 2024 with monthly principal and interest payments of $ 35 thousand.

Debt Maturities

The Company’s scheduled principal repayments on indebtedness as of December 31, 2021, including assets held for sale, are as follows (in thousands):

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Total principal repayments and debt maturities $ 346,262

The Company has considered its short-term (one year or less) liquidity needs and the adequacy of its estimated cash flows from operating activities and other expected financing sources to meet these needs.

In particular, the Company has considered its scheduled debt maturities for the year ending December 31, 2021 of $ 43.93 million.

All loans due to mature are collateralized by properties within the portfolio.

Additionally, the Company expects to meet the short-term liquidity requirements, through a combination of the following:

• suspension of Series A Preferred, Series B Preferred and Series D Preferred dividends;

• available cash and cash equivalents;

• cash flows from operating activities;

• refinancing of maturing debt;

• possible sale of six undeveloped land parcels;

• sale of additional properties, if necessary.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Derivative Liabilities

Fair Value of Warrants

The Company utilized the Monte Carlo simulation model to calculate the fair value of the Powerscourt Warrant and Wilmington Warrant (collectively, the "Warrant Agreements").

Significant observable and unobservable inputs include stock price, conversion price, risk-free rate, term, likelihood of an event of contractual conversion and expected volatility.

The Monte Carlo simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

The Warrant Agreements contain terms and features that give rise to derivative liability classification.

In determining the initial fair value of the Powerscourt Warrant, the Company used the following inputs in its Monte Carlo model;

exercise price of $ 3.12 per share , Common Stock price $ 2.75 , contractual term to maturity 3.0 years, expected Common Stock volatility 72.00 % and risk-free interest rate 0.17 %.

In determining the initial fair value of the Wilmington Warrant, the Company used the following inputs in its Monte Carlo model;

exercise price of each of the three tranches within the Wilmington Warrant Agreement as described in Note 5, Common Stock price $ 3.75 , contractual term to maturity 5.0 years, expected Common Stock volatility 54.72 % and risk-free interest rate 0.91 %.

In measuring the warrant liability at December 31, 2021 and 2020, the Company used the following inputs in its Monte Carlo Model:

For the Years Ended December 31,

Range of exercise prices $ 3.120 - $ 6.875

Common Stock price $ 1.94 $ 2.75

Weighted average contractual term to maturity 3.5 years 3.0 years

Range of expected market volatility % 70.12 % - 81.00 %

Range of risk-free interest rate 0.72 % - 1.16 %

Fair Value of Conversion Features Related to Convertible Notes

The Company identified certain embedded derivatives related to the conversion features of the Convertible Notes.

In accordance with ASC 815-40, Derivatives and Hedging Activities , the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through each reporting date.

The Company utilized a multinomial lattice model to calculate the fair value of the embedded derivatives.

Significant observable and unobservable inputs include, conversion price, stock price, dividend rate, expected volatility, risk-free rate and term.

The multinomial lattice model is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

In determining the initial fair value of the embedded derivatives, the Company used the following inputs in its multinomial lattice model;

initial conversion price within the Convertible Notes was $ 6.25 , Common Stock price of $ 2.94 , dividend rate of 0 %, expected Common Stock volatility 50.00 %, risk-free interest rate 1.53 % and contractual term to maturity was 10.3 years.

In measuring the embedded derivative liability at December 31, 2021, the Company used the following inputs in its multinomial lattice model:

Conversion price $ 6.25

Common Stock price $ 1.94

Contractual term to maturity 10.1 years

Expected market volatility % 80.00 %

Risk-free interest rate 1.51 %

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Derivative Liabilities (continued)

The following table sets forth a summary of the changes in fair value of the Company's derivative liabilities, which include both the warrant liabilities and embedded derivative liability (in thousands):

Balance December 31, 2019 $ —

Issuance of Powerscourt Warrant 594

Balance December 31, 2020 594

Issuance of Wilmington Warrant 2,018

Issuance of embedded derivative 5,932

Changes in fair value ( 3,768 )

Balance December 31, 2021 $ 4,776

Rentals under Operating Leases

Future minimum rents to be received under noncancelable tenant operating leases, excluding rents on assets held for sale properties, for each of the next five years and thereafter, excluding tenant reimbursements and percentage rent based on tenant sales volume, as of December 31, 2020 are as follows (in thousands):

Future minimum rents to be received under noncancelable tenant operating leases, excluding rents on assets held for sale, for each of the next five years and thereafter, excluding tenant reimbursements and percentage rent based on tenant sales volume, as of December 31, 2021 are as follows (in thousands):

For the years ended December 31,

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Equity and Mezzanine Equity

The Company has authority to issue 33,750,000 shares of stock, consisting of 18,750,000 shares of $ 0.01 par value Common Stock (“Common Stock”) and 15,000,000 shares of preferred stock of which 5,000,000 shares have been classified as no par value Series B Preferred Stock (“Series B Preferred”), 4,000,000 shares as Redeemable Preferred Stock ("Series D Preferred") and 4,500 shares of Series A Preferred Stock ("Series A Preferred").

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

The Company has authority to issue 215,000,000 shares of stock, consisting of 200,000,000 shares of $ 0.01 par value Common Stock (“Common Stock”) and 15,000,000 shares of preferred stock of which 5,000,000 shares have been classified as no par value Series B Preferred Stock (“Series B Preferred”), 6,000,000 shares as Series D Cumulative Convertible Preferred Stock ("Series D Preferred") and 4,500 shares of Series A Preferred Stock ("Series A Preferred").

Substantially all of our business is conducted through the Company’s Operating Partnership.

The Trust is the sole general partner of the Operating Partnership and owned a 98.53 % interest in the Operating Partnership as of December 31, 2020.

The Trust is the sole general partner of the Operating Partnership and owned a 98.59 % and 98.53 % interest in the Operating Partnership as of December 31, 2021 and 2020, respectively.

Limited partners in the Operating Partnership have the right to redeem their common units for cash or, at our option, common shares at a ratio of one common unit for one common share.

Distributions to common unit holders are paid at the same rate per unit as dividends per share to the Trust’s common stockholders.

As of December 31, 2020 and 2019, there were 15,227,758 and 14,105,712 , respectively, of common units outstanding with the Trust owning 15,003,329 and 13,871,693 , respectively, of these common units.

As of December 31, 2021 and 2020, there were 15,227,758 of common units outstanding with the Trust owning 15,012,415 and 15,003,329 , respectively, of these common units.

Series A Preferred Stock

At December 31, 2020 and 2019, the Company had 562 shares without par value Series A Preferred Stock ("Series A Preferred") issued and outstanding, 4,500 authorized and a $ 1,000 liquidation preference per share, or $ 562 thousand in aggregate.

The Series A Preferred accrues cumulative dividends at a rate of 9 % per annum, which is paid or accumulated quarterly.

The Company has the right to redeem the 562 shares of Series A Preferred, on a pro rata basis, at any time at a price equal to 103 % of the purchase price for the Series A Preferred plus any accrued but unpaid dividends.

At December 31, 2021 and 2020, the Company had 562 shares without par value Series A Preferred issued and outstanding and a $ 1,000 liquidation preference per share, or $ 562 thousand in aggregate.

The Company has the right to redeem the 562 shares of Series A Preferred, on a pro rata basis, at any time at a price equal to 103 % of the purchase price for the Series A Preferred.

Series B Preferred Stock

At December 31, 2020 and 2019, the Company had 1,875,748 shares and 5,000,000 shares of Series B Convertible Preferred Stock, without par value ("Series B Preferred") issued and authorized with a $ 25.00 liquidation preference per share, or $ 46.90 million in aggregate.

The Series B Preferred bears interest at a rate of 9 % per annum.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

At December 31, 2021 and 2020, the Company had 1,872,448 and 1,875,748 shares, issued and outstanding, respectively, without par value Series B Preferred with a $ 25.00 liquidation preference per share, or $ 46.81 million and $ 46.90 million, respectively.

Holders of Series B Preferred shares have the right to receive, only when and as authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cash dividends, at a rate of 9 % per annum of the $ 25 liquidation preference per share.

The Series B Preferred has no redemption rights.

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In addition, holders of our Series B Preferred also have the option, at any time, to convert shares of our Series B Preferred into shares of our Common Stock at a conversion price of $ 40.00 per share of Common Stock.

Upon any voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of shares of our Series B Preferred shall be entitled to be paid out of our assets a liquidation preference of $ 25.00 per share, plus an amount equal to all accumulated, accrued and unpaid dividends to and including the date of payment.

The Series B Preferred has no maturity date and will remain outstanding indefinitely unless subject to a mandatory or voluntary conversion as described above.

Series D Preferred Stock- Redeemable Preferred Stock

At December 31, 2020 and 2019, the Company had 3,529,293 and 3,600,636 issued, respectively, and 4,000,000 authorized shares of Series D Cumulative Convertible Preferred Stock, without par value ("Series D Preferred") with a $ 25.00 liquidation preference per share, or $ 109.13 million and $ 101.66 million in aggregate, respectively.

Series D Preferred Stock - Redeemable Preferred Stock and Tender Offers

At December 31, 2021 and 2020, the Company had 3,152,392 and 3,529,293 issued and outstanding, respectively, of Series D Preferred, without par value with a $ 25.00 liquidation preference per share, and a liquidation value of $ 104.97 million and $ 109.13 million in aggregate, respectively.

Until September 21, 2023, the holders of the Series D Preferred are entitled to receive cumulative cash dividends at a rate of 8.75 % per annum of the $ 25.00 liquidation preference per share (equivalent to the fixed annual amount of $ 2.1875 per share) (the “Initial Rate”).

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The holder of the Series D Preferred may convert shares at any time into shares of the Company’s Common Stock at an initial conversion rate of $ 16.96 per share of Common Stock.

On September 21, 2023, the holders of the Series D Preferred may, at their option, elect to cause the Company to redeem any or all of their shares at a redemption price of $ 25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date, payable in cash or in shares of Common Stock, or any combination thereof, at the holder’s option.

The Series D Preferred requires the Company maintain asset coverage of at least 200 %.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

“Redeemable and Term Preferred Stock”) on the last business day of any calendar quarter (“Asset Coverage Ratio”), and such failure is not cured by the close of business on the date that is 30 calendar days following the filing date of our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, for that quarter, or the “Asset Coverage Cure Date,” then we will be required to redeem, within 90 calendar days of the Asset Coverage Cure Date, shares of Redeemable and Term Preferred Stock, which may include Series D Preferred Stock, at least equal to the lesser of (i) the minimum number of shares of Redeemable and Term Preferred Stock that will result in us having a coverage ratio of at least 200 % and (ii) the maximum number of shares of Redeemable and Term Preferred Stock that can be redeemed solely out of funds legally available for such redemption.

If we fail to maintain asset coverage of at least 200 % calculated by determining the percentage value of (i) our total assets plus accumulated depreciation and accumulated amortization minus our total liabilities and indebtedness as reported in our financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) (exclusive of the book value of any Redeemable and Term Preferred Stock (defined below)) over (ii) the aggregate liquidation preference, plus an amount equal to all accrued and unpaid dividends, of outstanding shares of our Series D Preferred and any outstanding shares of term preferred stock or preferred stock providing for a fixed mandatory redemption date or maturity date (collectively referred to as “Redeemable and Term Preferred Stock”) on the last business day of any calendar quarter (“Asset Coverage Ratio”), and such failure is not cured by the close of business on the date that is 30 calendar days following the filing date of our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, for that quarter, or the “Asset Coverage Cure Date,” then we will be required to redeem, within 90 calendar days of the Asset Coverage Cure Date, shares of Redeemable and Term Preferred Stock, which may include Series D Preferred, at least equal to the lesser of (i) the minimum number of shares of Redeemable and Term Preferred Stock that will result in us having a coverage ratio of at least 200 % and (ii) the maximum number of shares of Redeemable and Term Preferred Stock that can be redeemed solely out of funds legally available for such redemption.

In connection with any redemption for failure to maintain the Asset Coverage Ratio, we may, in our sole option, redeem any shares of Redeemable and Term Preferred Stock we select, including on a non-pro rata basis.

We may elect not to redeem any Series D Preferred Stock to cure such failure as long as we cure our failure to meet the Asset Coverage Ratio by or on the Asset Coverage Cure Date.

We may elect not to redeem any Series D Preferred to cure such failure as long as we cure our failure to meet the Asset Coverage Ratio by or on the Asset Coverage Cure Date.

If shares of Series D Preferred are to be redeemed for failure to maintain the Asset Coverage Ratio, such shares will be redeemed solely in cash at a redemption price equal to $ 25.00 per share plus an amount equal to all accrued but unpaid dividends, if any, on such shares (whether or not declared) to and including the redemption date.

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Dividends on the Series D Preferred cumulate whether or not (i) we have earnings, (ii) there are funds legally available for the payment of such dividends and (iii) such dividends are authorized by our Board of Directors or declared by us.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

Dividends on the Series D Preferred do not bear interest.

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The book value of the shares purchased included both accreted and unaccreted issuance costs and dividends in arrears totaling $ 1.83 million.

The Company through “modified Dutch auction” tender offers on the Series D Preferred accepted for purchase 387,097 shares at a purchase price of $ 15.50 per share, for an aggregate cost of $ 6.00 million on March 12, 2021 and 103,513 shares of Series D Preferred at a purchase price of $ 18.00 per share, for an aggregate cost of $ 1.86 million on May 15, 2021, both excluding fees and expenses.

The changes in the carrying value of the Series D Preferred for the years ended December 31, 2021 and 2020 is as follows (in thousands):

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Undeclared dividends 9,581

Redemption of Preferred Stock ( 1,833 )

Balance December 31, 2020 95,563

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Undeclared dividends 8,237

Paid-in-kind interest, issuance of Preferred Stock 1,610

Redemption of Preferred Stock ( 13,375 )

Balance December 31, 2021 $ 92,548

Earnings per share

Basic earnings per share for the Company’s common stockholder is calculated by dividing income (loss) from continuing operations, excluding amounts attributable to preferred stockholders and the net income (loss) attributable to noncontrolling interests, by the Company’s weighted-average shares of Common Stock outstanding during the period.

Diluted earnings per share is computed by dividing the net income (loss) attributable to common stockholders, excluding amounts attributable to preferred stockholders and the net income (loss) attributable to noncontrolling interests, by the weighted-average number of common shares including any dilutive shares.

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Equity and Mezzanine Equity (continued)

Earnings per share

As of December 31, 2021 and 2020, the below shares are able to be converted to Common Stock.

The common units, convertible preferred stock, cumulative convertible preferred stock, and warrants have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive.

The common units, Series B Preferred, Series D Preferred, warrants and Convertible Notes have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive.

December 31, 2021 December 31, 2020

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Warrants to purchase Common Stock — 1,558,134 — 496,415

The following table summarizes the preferred stock dividends (in thousands except for per share amounts):

Series A Preferred Series B Preferred Series D Preferred

Record Date/Arrears Date Arrears Per Share Arrears Per Share Arrears Per Share

Convertible Notes — 31,801,297 — —

On November 3, 2021, common stockholders of the Company voted to amend the Company’s Charter to remove the cumulative dividend rights of the Series A Preferred and Series B Preferred.

The following table summarizes the Series D Preferred dividends (in thousands except for per share amounts):

Series D Preferred

Record Date/Arrears Date Arrears Per Share

For the year ended December 31, 2021 $ 8,167 $ 2.59

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There were no dividends declared to holders of Common Stock for the years ended December 31, 2021 and 2020.

The total cumulative dividends in arrears for Series A Preferred (per share $ 202.50 ), Series B Preferred (per share $ 5.06 ) and Series D Preferred (per share $ 5.92 ) as of December 31, 2020 is $ 30.51 million.

The total cumulative dividends in arrears for Series D Preferred (per share $ 8.30 ) as of December 31, 2021 is $ 26.16 million.

2015 Long-Term Incentive Plan

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The 2016 Incentive Plan allows for issuance of up to 625,000 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company.

For the Years Ended December 31, Shares Issued Market Value

(in thousands)

2021 5,000 $ 14

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Equity and Mezzanine Equity (continued)

For the Years Ended December 31, Shares Issued Market Value

(in thousands)

2019 181,807 166

As of December 31, 2021, there are 127,707 shares available for issuance under the Company’s 2016 Incentive Plan.

Stock Appreciation Rights Agreement

On August 4, 2020, the Company’s Board of Directors granted a Stock Appreciation Rights Agreement (the “SARs”) which will not be effective until approved by the stockholders at the 2021 Annual Meeting of Stockholders.

The SARs allows for issuance of 5,000,000 shares of the Company's Common Stock at a strike price of $ 1.85 per share to Daniel Khoshaba, Chief Executive Officer of the Company, upon meeting certain market price thresholds.

The SARs expires in the year 2030.

On December 23, 2020, the Company announced a “modified Dutch auction” tender offer to purchase up to $ 19.00 million in shares of its Series D Preferred at a price not greater than $ 18.00 nor less than $ 15.50 per Series D Preferred Share, to the sellers in cash, less any applicable withholding taxes and without interest.

Unless the offer is extended or terminated, the tender offer is scheduled to expire at the end of the day on January 25, 2021.

See Note 12 for further details.

Cancellation of Stock Appreciation Rights Agreement

Effective July 5, 2021, Daniel Khoshaba resigned as the President and Chief Executive Officer of the Company and as a member of the Board of Directors and as a member of the Executive Committee of our Board of Directors.

Khoshaba’s cessation of employment with the Company, all of his rights under that certain Stock Appreciation Rights Agreement, dated August 4, 2020, by and between Mr.

Khoshaba and the Company (the “SAR Agreement”), were forfeited for no consideration.

Lease Commitments

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both are accounted for as operating leases.

The Charleston, SC lease ended August 31, 2019 and was accounted for as an operating lease.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from 5 to 50 years.

As of December 31, 2020 and 2019, the weighted average remaining lease term is 32 and 35 years, respectively.

The following properties are subject to leases which require the Company to make the following fixed annual rental payments and variable lease payments, which are immaterial and include escalation clauses and renewal options as follows (in thousands):

As of December 31, 2021 and 2020, the weighted average remaining lease term of our leases is 31 and 32 years, respectively.

The following properties are subject to leases which require the Company to make the following fixed annual rental payments and variable lease payments and include escalation clauses and renewal options as follows (in thousands):

For the Years Ended December 31,

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Beaver Ruin Village II 22 22 2056

Leased office space Charleston, SC — 67 2019

Moncks Corner 121 121 2040

Devine Street (1)

Total $ 900 $ 975

Riversedge corporate headquarters office space, Virginia Beach, VA 169 — 2030

Total rent expense $ 1,056 $ 900

(1) Lease options are exercised through 2035 with options which are reasonably certain to be exercised through 2051.

4 unchanged sentences

Leased assets obtained in exchange for new operating lease liabilities $ — $ 1,285

Undiscounted cash flows of our scheduled obligations for future minimum lease payments due under the operating leases, including applicable automatic extension options and options reasonably certain of being exercised, as of December 31, 2021 and a reconciliation of those cash flows to the operating lease liabilities at December 31, 2021 are as follows (in thousands):

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Lease Commitments (continued)

Undiscounted cash flows of our scheduled obligations for future minimum lease payments due under the operating leases, including applicable automatic extension options and options reasonably certain of being exercised, as of December 31, 2020 and a reconciliation of those cash flows to the operating lease liabilities at December 31, 2020 are as follows (in thousands):

For the years ended December 31,

9 unchanged sentences

Commitments and Contingencies

The Company carries comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under a blanket insurance policy, in addition to other coverages, such as trademark and pollution coverage that may be appropriate for certain of its properties.

The Company carries comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under an insurance policy, in addition to other coverages, such as trademark and pollution coverage that may be appropriate for certain of its properties.

Additionally, the Company carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers.

7 unchanged sentences

Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

Regulatory and Environmental

As the owner of the buildings on our properties, the Company could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse conditions (e.g., poor indoor air quality) in its buildings.

Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if the Company does not comply with such laws, it could face fines for such noncompliance.

Also, the Company could be liable to third parties (e.g., occupants of the

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Commitments and Contingencies (continued)

Regulatory and Environmental

Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if the Company does not comply with such laws, it could face fines for such noncompliance.

Also, the Company could be liable to third parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in its buildings, and the Company could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in its buildings.

buildings) for damages related to exposure to hazardous materials or adverse conditions in its buildings, and the Company could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in its buildings.

In addition, some of the Company’s tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation.

10 unchanged sentences

Former CEO, Jon Wheeler, alleged that his employment was improperly terminated and that he was owed severance and bonus payments pursuant to his Employment Agreement.

The Company filed a counterclaim against Mr.

Wheeler for reimbursement of personal expenses the Company paid, but that Mr.

Wheeler should have borne.

The Court found in favor of Jon Wheeler on his claim that his employment was terminated without cause.

In 2020, The Court found in favor of Jon Wheeler on his claim that his employment was terminated without cause.

The Court denied Mr.

6 unchanged sentences

In October 2020, the Company settled with Mr.

Wheeler for $ 500 thousand which is included on the Company's consolidated statements of operations under the line "other expenses." Mr.

Wheeler preserved his right to appeal the Court’s denial of an award of attorneys’ fees and pre-judgment interest.

The Virginia Supreme Court has not yet rendered a decision as to whether it will grant the Petition for Appeal and allow the appeal to proceed.

WD-I Associates, LLC, Wheeler Real Estate, LLC and Jon S.

Wheeler , Court of Common Pleas, Beaufort County, South Carolina.

BOKF (“Bank of Arkansas”), filed an action on April 9, 2019 in Beaufort County, South Carolina, for foreclosure of the mortgage it held on the real property and improvements comprising Sea Turtle Marketplace Shopping Center (“Sea Turtle”) which was owned by WD-I Associates, LLC (“WD-I”), and Jon S.

Wheeler had guaranteed the debt.

Bank of Arkansas sought the appointment of a receiver to take possession and control of Sea Turtle pending the completion of the foreclosure action.

In response, WD-I filed for relief under Chapter 11 of the United States Bankruptcy Code on May 7, 2019.

The bankruptcy filing stayed the foreclosure action in State Court.

On May 1, 2020, the Bankruptcy Court granted the dismissal of the WD-I bankruptcy case upon the provisions for payment of the $ 200 thousand to creditors.

The Company received an aggregate payment of $ 196 thousand in May 2020 and recorded the receipt on the Company's consolidated statements of operations under the line "other revenues".

Wheeler for $ 500 thousand.

Wheeler preserved his right to appeal the Court’s denial of an award of attorneys’ fees of $ 375 thousand and pre-judgment interest of $ 63 thousand.

On June 16, 2021, the Supreme Court granted Mr.

Wheeler an appeal on his first assignment of error (i.e., the Circuit Court’s refusal to award Mr.

Wheeler any attorneys’ fees) but denied the appeal as to Mr.

Wheeler’s claim for prejudgment interest.

The parties settled in the amount of $ 185 thousand on July 28, 2021.

David Kelly v.

Wheeler Real Estate Investment Trust, Inc.

, Circuit Court for the City of Virginia Beach, Virginia.

Former CEO David Kelly filed suit on May 28, 2020, alleging that his employment was improperly terminated and that he is owed severance pay and related benefits pursuant to his employment agreement.

He claims breach of his employment contract against the company.

Initially, his suit included tort claims against Joseph Stilwell and Daniel Khoshaba;

the Court dismissed those tort claims and the individual defendants at a hearing on December 15, 2020.

On his remaining claim of breach of contract, Mr.

Kelly seeks damages of $ 400 thousand, plus unpaid bonuses and benefits, pre- and post-judgment interest, attorneys’ fees, and costs.

Wheeler Real Estate Investment Trust, Inc., Circuit Court for the City of Virginia Beach, Virginia.

Former CEO David Kelly filed suit on May 28, 2020, alleging breach of his employment contract.

Kelly claims that his employment was improperly terminated, that he is owed severance pay and related benefits pursuant to his employment agreement, and seeks damages of $ 400 thousand, plus unpaid bonuses and benefits, pre- and post-judgment interest, attorneys’ fees, and costs.

The Company is defending the action on the grounds that Mr.

Kelly’s employment was properly terminated for cause.

Kelly’s employment was properly terminated for cause and no severance is owed to him.

Trial is set for March 2022.

At this juncture, the outcome of the matter cannot be predicted.

JCP Investment Partnership LP, et al v.

Wheeler Real Estate Investment Trust, Inc., United States District Court for the District of Maryland.

On March 22, 2021, JCP Investment Partnership, LP, a Texas limited partnership and stockholder of the Company, JCP Investment Partners, LP, a Texas limited partnership and stockholder of the Company, JCP Investment Holdings, LLC, a Texas limited liability company and stockholder of the Company, and JCP Investment Management, LLC, a Texas limited liability company and stockholder of the Company (collectively, the “JCP Plaintiffs”), filed suit against the Company and certain current and former directors and former officers of the Company (the “Individual Defendants”), in the United States District Court for the District of Maryland.

The complaint alleges that the Company amended provisions of its Articles Supplementary in 2018 governing the issuance of the Company’s Series D Preferred in violation of Maryland corporate law and without obtaining the consent of preferred stockholders and, therefore, the court should declare the Company’s said amendment invalid, enjoin further purportedly unauthorized amendments, and either compel the Company to redeem the JCP Plaintiffs' stock or enter judgment for monetary damages the JCP Plaintiffs purportedly sustained based on the Company’s alleged breach of its contractual duties to redeem the JCP Plaintiffs’ Series D Preferred.

The complaint also alleges certain violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and alleges that the Individual Defendants violated Section 20(a) of the Exchange Act.

The JCP Plaintiffs are each purportedly a holder of the Company’s Series D Preferred.

The complaint seeks damages, interest, attorneys’ fees, other costs and expenses, and such other relief as the court may deem just and equitable.

The Company has filed

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Commitments and Contingencies (continued)

an answer to the complaint denying any liability.

The Individual Defendants filed a motion to dismiss the complaint, which was denied.

The JCP Plaintiffs have filed a Motion For Partial Summary Judgment, as to which the Company and the Individual Defendants filed oppositions.

The Court has not yet ruled on the Motion.

At this early juncture, the outcome of the litigation is uncertain.

Steamboat Capital Partners Master Fund, LP and Steamboat Capital Partners II, LP v.

Wheeler Real Estate Investment Trust, Inc., Steamboat Capital Partners Master Fund, LP and Steamboat Capital Partners II, LP v.

Wheeler Real Estate Investment Trust, Inc., Circuit Court for Baltimore County, Maryland.

On October 25, 2021, Steamboat Capital Partners Master Fund, LP, a Cayman Islands exempted limited partnership and stockholder of the Company, and Steamboat Capital Partners II, LP, a Delaware limited partnership and stockholder of the Company, filed suit against the Company in the Circuit Court for Baltimore County, Maryland.

The complaint alleges that the Company's rights offering of convertible debt to the Company's common stockholders, and the notes issued pursuant to the rights offering, breached the provisions of the Company's governing documents and violated the rights of the holders of the Series B Preferred and Series D Preferred.

Plaintiffs seek relief as follows:

require the Company to pay all dividends accrued, as of the date of the rights offering, on the Series B Preferred and Series D Preferred, and prohibit the Company from paying interest on the notes held by the Company's common stockholders (upon exercise of the rights) until all accrued dividends on the Series B Preferred and Series D Preferred are paid.

Plaintiffs also seek a declaration that the rights offering by the Company to its common stockholders, which resulted in the issuance of notes, when accrued Series B Preferred dividends and Series D Preferred dividends had not been fully paid, breached the provisions of the Company's governing documents.

In addition, the complaint contends that the Company's amendment of its charter to remove the cumulative nature of dividends from the Series B Preferred cannot be applied retroactively.

A trial date is set for May 2023.

At this juncture, the outcome of the matter cannot be predicted.

Harbor Pointe Tax Increment Financing

6 unchanged sentences

In addition, the Company may have an interest obligation on the note based on the principal balance and LIBOR rates in effect at future payment dates.

In 2020 and 2019, we funded approximately $ 0 and $ 79 thousand, respectively in debt service shortfalls.

The Company funded approximately $ 87 thousand and $ 0 thousand , during the years ended December 31, 2021 and 2020, respectively, in debt service shortfalls.

No amounts have been accrued for this as of December 31, 2021 as a reasonable estimate of future debt service shortfalls cannot be determined based on variables noted above.

Tax Protection Agreement

In 2016, in connection with the acquisition of Berkley and Sangaree/Tri-County, the Operating Partnership entered into a tax protection agreement that obligates the Operating Partnership to reimburse Jon Wheeler, the Company's former CEO, for his tax liabilities resulting from the recognition of certain taxable income or gain in the event the Operating Partnership takes certain action prior to November 10, 2023 with respect to Sangaree Plaza, Tri-County Plaza and Berkley.

No liability was recorded as of December 31, 2021.

Related Party Transactions

The following summarizes related party activity for the years ended December 31, 2020 and 2019.

The amounts disclosed below reflect the activity between the Company and its affiliates (in thousands):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The related party amounts below reflect the activity between the Company and its affiliates for the years ended December 31, 2021 and 2020 (in thousands):

Amounts paid to affiliates $ 402 $ 106

Amounts received from affiliates $ — $ 19

Reimbursement of Proxy Solicitation Expenses

On October 29, 2019, Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Value LLC and Joseph Stilwell (collectively, the “Stilwell Group”), filed a proxy statement with the SEC in connection with the Company’s 2019 annual meeting (the “Stilwell Solicitation”).

Current director Joseph Stilwell is the owner and managing member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P.

and Stilwell Activist Investments, L.P..

The Company agreed to reimburse the Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Value LLC and Joseph Stilwell (collectively, the “Stilwell Group”), for expenses it incurred in connection with the 2019 Stilwell Solicitation.

At the 2019 annual meeting, our stockholders elected three nominees designated by the Stilwell Group to the Board of Directors.

The Stilwell Group disclosed in the Stilwell Solicitation that it intended to seek reimbursement of the expenses it incurred in connection with such solicitation.

The Company has agreed to reimburse the Stilwell Group for the approximate $ 439 thousand of expenses it incurred in connection with the Stilwell Solicitation.

This reimbursement was recorded on the consolidated statements of operations as "other expense".

Tax Protection Agreement

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

During the years ended December 31, 2021 and 2020, the Company reimbursed the Stilwell Group $ 369 thousand and $ 70 thousand, respectively, for these costs.

As of December 31, 2021, the Company had reimbursed the Stilwell Group in full for these expenses.

Subsequent Events

Paycheck Protection Program

On January 8, 2021, KeyBank notified the Company that the PPP Promissory Note application for forgiveness has been approved.

On January 26, 2021 the Company announced, the value of Series D Preferred Shares that the Company was offering to purchase increased from $ 19.00 million to $ 20.00 million and the tender offer was extended to February 16, 2021.

On February 17, 2021 the Company announced the tender offer was further extended to March 12, 2021 and the value of Series D Preferred Shares that the Company was offering to purchase decreased from $ 20.00 million to $ 6.00 million.

The tender offer expired, in accordance with its terms, on March 12, 2021.

In accordance with the terms and conditions of the tender offer and based on the final count, the Company accepted for purchase 387,097 Series D Preferred Shares at a purchase price of $ 15.50 per share, for an aggregate cost of $ 6.00 million, excluding fees and expenses relating to the tender offer.

Tuckernuck Refinance

On February 2, 2021, the Company refinanced the Tuckernuck Loan for $ 5.15 million at a rate of 5.00 %.

The loan matures on March 1, 2026 with monthly principal and interest payments of $ 32 thousand.

Powerscourt Financing Agreement Payoff

On March 12, 2021, the Company paid in full the $ 25.00 million Powerscourt Financing Agreement.

The Powerscourt Warrant Agreement remains.

Wilmington Financing Agreement

On March 12, 2021, the Company entered into a financing agreement (the "Wilmington Financing Agreement") as borrower, certain subsidiaries of the Company from time to time party thereto, as guarantors (together with the Company, the “Loan Parties”), the lenders from time to time party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.

The Wilmington Financing Agreement provides for a term loan in the aggregate principal of $ 35.00 million.

The proceeds of the Wilmington Financing Agreement are intended for the following:

(i) to paydown the Company’s indebtedness on the Powerscourt Financing Agreement, (ii) to fund the redemption of certain shares of the Company’s 8.75 % Series D Preferred and (iii) to pay fees and expenses in connection with the transactions contemplated by the Wilmington Financing Agreement.

The Wilmington Financing Agreement is at a rate of 8.00 % and matures in March 2026 with quarterly interest only payments beginning on April 15, 2021.

Any payment or repayment of principal will be made with a premium equal to 5 % of the amount repaid or prepaid.

In conjunction with the Wilmington Financing Agreement, the Company issued to the holders from time to time party thereto a warrant (the “Warrant”) to purchase, in the aggregate, 1,061,719 shares of the Company’s Common Stock (see the “Wilmington Warrant Agreement” below).

The obligations of the Company under the Wilmington Financing Agreement are secured by liens on certain assets of the Company and certain of the Company’s subsidiaries, including mortgages on the properties within the Company’s portfolio.

Wilmington Warrant Agreement

Pursuant to Wilmington Financing Agreement, the Company issued to the holders from time to time party thereto a warrant (the “Warrant”) to purchase in the aggregate, 1,061,719 shares of Common Stock in three tranches:

warrants to purchase an aggregate of 510,204 shares at an exercise price of $ 3.43 per share ("Tranche A");

warrants to purchase an aggregate of 424,242 shares at an exercise price of $ 4.125 per share ("Tranche B");

and warrants to purchase an aggregate of 127,273 shares at an exercise price of $ 6.875 per share ("Tranche C") (the “Wilmington Warrant Agreement”).

The Warrant is

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

exercisable at the option of its holder in whole or in part into shares of Common Stock from time to time on or after March 12, 2021 (the “Effective Date”) and before the maturity date of the Wilmington Financing Agreement.

Walnut Hill Plaza

On January 11, 2022, the Company sold Walnut Hill Plaza for a contract price of $ 1.99 million, resulting in a paydown of $ 1.79 million on the Walnut Hill Plaza Loan.

On February 17, 2022, the Company paid the remaining loan balance of $ 1.34 million in full.

Wheeler Real Estate Investment Trust, Inc.

29 unchanged sentences

Walnut Hill Plaza (1)

634 2,414 1,353 — 634 3,767 4,401

Tampa Festival 4,653 6,691 905 — 4,695 7,554 12,249

12 unchanged sentences

196 — — — 196 — 196

Edenton Commons (1)

746 — — — 746 — 746

DF I-Moyock (1)

DF I-Edenton (1)

746 — — — 746 — 746

2 unchanged sentences

Crockett Square 1,546 6,834 183 — 1,565 6,998 8,563

Harbor Pointe (1)

Harbor Point (1)

1,538 — ( 359 ) — 1,179 — 1,179

DF I-Berkley 250 — — — 250 — 250

Pierpont Centre 484 9,221 192 — 686 9,210 9,896

5 unchanged sentences

Beaver Ruin Village II 1,153 2,809 5 — 1,153 2,814 3,967

Columbia Fire Station (1)

1,106 599 4,719 — 1,106 5,318 6,424

Chesapeake Square 895 4,112 1,045 — 1,269 4,783 6,052

4 unchanged sentences

Fort Howard Square 1,890 7,350 314 — 1,952 7,602 9,554

Conyers Crossing 2,034 6,820 239 — 2,034 7,059 9,093

Darien Shopping Center 188 1,054 ( 17 ) — 188 1,037 1,225

Devine Street 365 1,941 ( 4 ) — 365 1,937 2,302

Folly Road 5,992 4,527 24 — 5,992 4,551 10,543

Georgetown 742 1,917 126 — 753 2,031 2,784

Initial Cost Costs Capitalized

6 unchanged sentences

Improvements Total

Conyers Crossing $ 2,034 $ 6,820 $ 94 $ — $ 2,034 $ 6,914 $ 8,948

Darien Shopping Center 188 1,054 — — 188 1,054 1,242

Devine Street 365 1,941 — — 365 1,941 2,306

Folly Road 5,992 4,527 — — 5,992 4,527 10,519

Georgetown 742 1,917 93 — 742 2,010 2,752

Ladson Crossing $ 2,981 $ 3,920 $ 83 — $ 3,052 $ 3,933 $ 6,985

9 unchanged sentences

South Park 943 2,967 114 — 1,005 3,019 4,024

Berkley 1,005 2,865 ( 50 ) — 1,005 2,815 3,820

Sangaree 2,302 2,922 668 — 2,503 3,389 5,892

8 unchanged sentences

Totals $ 94,356 $ 343,687 $ 20,173 $ — $ 97,388 $ 360,826 $ 458,214

(1) Net of impairment expenses described in Note 3 of the consolidated audited financial statements.

(1) Net of impairment expenses.

Wheeler Real Estate Investment Trust, Inc.

6 unchanged sentences

(in thousands)

Amscot Building (3) $ 243 5/15/2004 5-40 years

Amscot Building (2)

$ 253 5/15/2004 5-40 years

Lumber River Village $ 1,296 1,276 11/16/2012 5-40 years

Surrey Plaza (3) 535 12/21/2012 5-40 years

Surrey Plaza (2)

586 12/21/2012 5-40 years

Tuckernuck 5,052 2,237 11/16/2012 5-40 years

12 unchanged sentences

Port Crossing Shopping Center 5,778 2,070 7/3/2014 5-40 years

LaGrange Marketplace (6) 595 7/25/2014 5-40 years

LaGrange Marketplace (6)

673 7/25/2014 5-40 years

DF I-Courtland (undeveloped land) — 8/15/2014 N/A

Edenton Commons (undeveloped land) — 8/15/2014 N/A

DF I-Moyock (undeveloped land) — 8/15/2014 N/A

Freeway Junction 7,431 1,492 9/4/2014 5-40 years

1 unchanged sentence

Crockett Square 6,338 1,592 11/5/2014 5-40 years

Harbor Pointe (undeveloped land) — 11/21/2014 N/A

DF I-Berkley (undeveloped land) — 12/1/2014 N/A

Harbor Point (undeveloped land) — 11/21/2014 N/A

Pierpont Centre 7,861 1,916 1/14/2015 5-40 years

3 unchanged sentences

Brook Run Shopping Center 10,950 4,116 6/2/2015 5-40 years

Beaver Ruin Village (4) 1,296 7/1/2015 5-40 years

Beaver Ruin Village II (4) 435 7/1/2015 5-40 years

Columbia Fire Station 3,893 235 8/31/2018 7/1/2015 5-40 years

Beaver Ruin Village (3)

1,518 7/1/2015 5-40 years

Beaver Ruin Village II (3)

511 7/1/2015 5-40 years

Chesapeake Square 4,192 1,182 7/10/2015 5-40 years

3 unchanged sentences

Parkway Plaza 3,500 807 9/15/2015 5-40 years

Fort Howard Square 7,100 1,364 9/30/2015 5-40 years

Conyers Crossing 5,960 1,485 9/30/2015 5-40 years

Darien Shopping Center 153 4/12/2016 5-40 years

Devine Street 300 4/12/2016 5-40 years

Property Name Encumbrances Accumulated

3 unchanged sentences

(in thousands)

Fort Howard Square $ 7,100 $ 1,126 9/30/2015 5-40 years

Conyers Crossing 5,960 1,301 9/30/2015 5-40 years

Darien Shopping Center (1) 144 4/12/2016 5-40 years

Devine Street (1) 252 4/12/2016 5-40 years

Folly Road $ 7,063 $ 734 4/12/2016 5-40 years

Georgetown (6) 272 4/12/2016 5-40 years

Ladson Crossing (7) 553 4/12/2016 5-40 years

Lake Greenwood Crossing (7) 343 4/12/2016 5-40 years

Georgetown (6)

328 4/12/2016 5-40 years

Ladson Crossing (5)

660 4/12/2016 5-40 years

Lake Greenwood Crossing (5)

417 4/12/2016 5-40 years

Lake Murray 275 4/12/2016 5-40 years

Litchfield I (5) 160 4/12/2016 5-40 years

Litchfield II (5) 132 4/12/2016 5-40 years

Litchfield Market Village (5) 687 4/12/2016 5-40 years

Litchfield I (4)

186 4/12/2016 5-40 years

Litchfield II (4)

157 4/12/2016 5-40 years

Litchfield Market Village (4)

820 4/12/2016 5-40 years

Moncks Corner 196 4/12/2016 5-40 years

Ridgeland (6) 65 4/12/2016 5-40 years

Ridgeland (6)

78 4/12/2016 5-40 years

Shoppes at Myrtle Park 5,757 1,147 4/12/2016 5-40 years

South Lake 404 4/12/2016 5-40 years

South Park (7) 393 4/12/2016 5-40 years

Berkley (2) 335 11/10/2016 5-40 years

Sangaree (2) 655 11/10/2016 5-40 years

Tri-County (2) 552 11/10/2016 5-40 years

South Park (5)

480 4/12/2016 5-40 years

802 11/10/2016 5-40 years

Tri-County (1)

662 11/10/2016 5-40 years

Riverbridge 4,000 875 11/15/2016 5-40 years

4 unchanged sentences

Rivergate Shopping Center 18,430 4,261 12/21/2016 5-40 years

JANAF 59,982 5,912 1/18/2018 5-40 years

JANAF Shopping Center 57,726 7,785 1/18/2018 5-40 years

Totals $ 69,758

(1) Properties secure a $ 25.0 million term note.

(1) Properties secure a $ 6.2 million mortgage note.

(3) Properties secure a $ 1.1 million mortgage note.

(2) Properties secure a $ 789 thousand mortgage note.

(3) Properties secure a $ 9.4 million mortgage note.

37 unchanged sentences

Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P, dated March 12, 2021 (Filed as an exhibit to Form 8-K, filed on March 12, 2021).

Articles of Supplementary of the Registrant dated July 6, 2021 (Filed as an exhibit to Form 8-K, filed on July 8, 2021).

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc.

(Filed as an exhibit to Form 8-K, filed on November 5, 2021).

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc.

(Filed as an exhibit to Form 8-K, filed on November 29 , 2021).

Form of Certificate of Common Stock of Registrant (Filed as exhibit to Form 8-K, filed on April 3, 2017).

3 unchanged sentences

Description of Securities (Filed herewith).

Common Stock Purchase Warrant, dated December 22, 2020 (Filed as an exhibit to Form 8-K, filed on December 23, 2020).

Form of Common Stock Purchase Warrant, dated March 12, 2021 (Filed as an exhibit to Form 8-K, filed on March 12, 2021).

Indenture, dated as of August 13, 2021 between Wheeler Real Estate Investment Trust Inc.

and Wilmington Savings Fund Society, FSB., as trustee (including form of Note).

(Filed as an exhibit to Form 8-K, filed on August 16, 2021).

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

2016 Long-Term Incentive Plan (Filed as exhibit to Form 8-K, filed on June 16, 2016).

Stock Appreciation Rights Agreement, dated August 4, 2020, between Wheeler Real Estate Investment Trust, Inc.

and Daniel Khoshaba (Filed as exhibit to Form 8-K, filed on August 5, 2020).

Employment Agreement with David Kelly (Filed as exhibit to Form 8-K, filed on February 20, 2018).

Employment Agreement with Matthew Reddy (Filed as exhibit to Form 8-K, filed on February 20, 2018).

Employment Agreement with M.

1 unchanged sentence

Employment Agreement with Crystal Plum (Filed as exhibit to Form 8-K, filed on February 20, 2020).

Tax Protection Agreement dated October 24, 2014, by and among Jon S.

Wheeler, Wheeler REIT, L.P., and Wheeler Real Estate Investment Trust, Inc (Filed as exhibit to Form 8-K, filed on October 30, 2014).

Shareholders Rights Agreement, dated March 19, 2015, by and between Wheeler Real Estate Investment Trust, Inc.

and Westport Capital Partners LLC as agent on behalf of certain investor (Filed as exhibit to Form 8-K, filed on March 19, 2015).

Letter Agreement, dated March 19, 2015, by and between Wheeler Real Estate Investment Trust, Inc.

Wheeler (Filed as exhibit to Form 8-K, filed on March 19, 2015).

Tax Protection Agreement dated February 8, 2017 (Filed as exhibit to Form 8-K, filed on February 10, 2017).

Amended and Restated Credit Agreement dated December 21, 2017 (Filed as exhibit to Form 8-K, filed on December 22, 2017).

Keybank Letter Agreement Amendment to the Amended and Restated Credit Agreement dated March 2, 2018 (Filed as exhibit to Form 8-K/A, filed on March 7, 2018).

KeyBank Letter Amendment to the Amended and Restated Credit Agreement dated August 7, 2018 (Filed as exhibit to Form 8-K/A, filed on August 8, 2018).

KeyBank Letter Amendment to the Amended and Restated Credit Agreement dated October 15, 2018 (Filed as exhibit to Form 8-K/A, filed on October 19, 2018).

KeyBank Letter Amendment to the Amended and Restated Credit Agreement dated February 28, 2019 (Filed as exhibit to Form 8-K/A, filed on March 14, 2019).

First Amendment to the KeyBank Amended and Restated Credit Agreement dated April 25, 2019 (Filed as exhibit to Form 8-K/A, filed on May 1, 2019).

Second Amendment to the KeyBank Amended and Restated Credit Agreement dated January 24, 2020 (Filed as exhibit to Form 8-K, filed on January 28, 2020).

Equity Interests Pledge and Security Agreement to the KeyBank Amended and Restated Credit Agreement dated January 24, 2020 (Filed as exhibit to Form 8-K, filed on January 28, 2020).

Third Amendment to the KeyBank Amended and Restated Credit Agreement dated July 20, 2020 (Filed as exhibit to Form 8-K, filed on July 24, 2020).

Purchase and Sale Agreement dated November 3, 2016 between WHLR-JANAF, LLC, JANAF Shopping Center, LLC, JANAF Shops, LLC, JANAF HQ, LLC, and JANAF Crossing, LLC (Filed as exhibit to Form 8-K, filed on January 9, 2018).

First Amendment to JANAF Purchase and Sale Agreement, dated December 2, 2016 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Second Amendment to JANAF Purchase and Sale Agreement, dated January 6, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Third Amendment to JANAF Purchase and Sale Agreement, dated January 9, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Fourth Amendment to JANAF Purchase and Sale Agreement, dated January 11, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Fifth Amendment to JANAF Purchase and Sale Agreement, dated January 13, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Sixth Amendment to JANAF Purchase and Sale Agreement, dated February 3, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Seventh Amendment to JANAF Purchase and Sale Agreement, dated March 6, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Eighth Amendment to JANAF Purchase and Sale Agreement, dated March 7, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Ninth Amendment to JANAF Purchase and Sale Agreement, dated March 8, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Tenth Amendment to JANAF Purchase and Sale Agreement, dated June 9, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Eleventh Amendment to JANAF Purchase and Sale Agreement, dated October 17, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Twelfth Amendment to JANAF Purchase and Sale Agreement, dated November 9, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Thirteenth Amendment to JANAF Purchase and Sale Agreement, dated November 30, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Fourteenth Amendment to JANAF Purchase and Sale Agreement, dated December 19, 2017 (Filed as exhibit to Form 8-K, filed on January 9, 2018).

Fifteenth Amendment to JANAF Purchase and Sale Agreement, dated January 17, 2018 (Filed as exhibit to Form 10-K, filed on March 7, 2018).

JANAF Loan Agreement dated June 5, 2013 (Filed as exhibit to Form 8-K, filed on January 23, 2018).

Powerscourt Financing Agreement, dated December 22, 2020 (Filed as an exhibit to Form 8-K, filed on December 23, 2020).

Common Stock Purchase Warrant, dated December 22, 2020 (Filed as an exhibit to Form 8-K, filed on December 23, 2020).

Registration Rights Agreement, dated December 22, 2020 (Filed as an exhibit to Form 8-K, filed on December 23, 2020).

Wilmington Financing Agreement, dated March 12, 2021 (Filed as an exhibit to Form 8-K, filed on March 12, 2021).

Form of Common Stock Purchase Warrant, dated March 12, 2021 (Filed as an exhibit to Form 8-K, filed on March 12, 2021).

Registration Rights Agreement dated March 12, 2021, (Filed as an exhibit to Form 8-K, filed on March 12, 2021).

Code of Ethics (Filed as exhibit to Form S-11 (Registration No.

333-177262) previously filed on October 12, 2011 pursuant to the Securities Act of 1933).

Amended and Restated Employment Agreement, by and between Wheeler Real Estate Investment Trust, Inc.

and Crystal Plum, dated as of August 13, 2021 (Filed as an exhibit to Form 8-K on August 17, 2021 ).

Subsidiaries of Registrant (Filed herewith).

2 unchanged sentences

pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).

Certification of the Chief Financial Officer of Whee l er Real Estate Investment Trust, Inc.

Certification of the Chief Financial Officer of Wheeler Real Estate Investment Trust, Inc.

pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).

13 unchanged sentences

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

/s/ Daniel Khoshaba

Daniel Khoshaba

Andrew Franklin

Chief Executive Officer

(Principal Executive Officer)

/s/ Crystal Plum

Chief Financial Officer

March 18, 2021

(Principal Financial Officer and Principal Accounting Officer)

February 28, 2022

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated.

Each person whose signature appears below hereby constitutes and appoints each of Daniel Khoshaba and Crystal Plum as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof.

Each person whose signature appears below hereby constitutes and appoints each of M.

Andrew Franklin and Crystal Plum as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof.

Signature Title Date

/S/ DANIEL KHOSHABA

Chief Executive Officer

March 18, 2021

(Principal Executive Officer)

Daniel Khoshaba

ANDREW FRANKLIN

CEO and President February 28, 2022

Andrew Franklin (Principal Executive Officer)

/S/ CRYSTAL PLUM

Chief Financial Officer March 18, 2021

(Principal Financial Officer;

Principal Accounting Officer)

Chief Financial Officer February 28, 2022

Crystal Plum (Principal Financial Officer and Principal Accounting Officer)

/S/ STEFANI D.

CARTER Chairman of Board of Directors March 18, 2021

/S/ ANDREW JONES

Director March 18, 2021

/S/ CLAYTON ("CHIP") ANDREWS

Director March 18, 2021

Clayton (“Chip”) Andrews

CARTER Chair of Board February 28, 2022

/S/ SAVERIO M FLEMMA

Director February 28, 2022

Saverio M Flemma

/S/ MICHELLE D.

Director February 28, 2022

/S/ JOSEPH D.

Director March 18, 2021

BORRACK Director March 18, 2021

Director February 28, 2022

BORRACK Director February 28, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures