What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-02 compared with 2022-02-28 · 540 added, 394 removed, 1066 unchanged (47% of the section changed)

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Changes in Internal Control Over Financial Reporting

There were no changes in the Company's internal control over financial reporting for the year ended December 31, 2021 that materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

On August 22, 2022, the Company completed the Cedar Acquisition and accordingly the Company’s management has integrated Cedar’s operations into its internal control over financial reporting, as necessary, to accommodate modifications to its business processes related to the Cedar Acquisition.

None of these integration activities had a material impact on our system of internal control over financial reporting for the year ended December 31, 2022

Other Information.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2021 regarding our compensation plans and the Common Stock we may issue under the plan.

The following table sets forth information as of December 31, 2022 regarding our equity compensation plans and the Common Stock we may issue under the plans.

Equity Compensation Plan Information Table

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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.

Valuation of Purchase Price Allocation for Acquisition

Description of Matter

As more fully described in Note 3 to the consolidated financial statements, on August 22, 2022 the Company acquired Cedar Realty Trust, a 2.9 million square foot shopping center portfolio consisting of 19 properties for an aggregate of $135.5 million of cash merger consideration and acquisition costs.

The acquisition was accounted for as an asset acquisition which required the Company to assess the acquisition-date fair value of all tangible assets, identifiable intangible assets, and assumed liabilities.

The Company determines fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.

Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and specific market and economic conditions that may affect the properties.

Auditing management’s estimated fair value of all acquired tangible assets, identifiable intangible assets, and assumed liabilities required the assistance of our valuation professionals with specialized skills and knowledge as the fair value estimates required subjective auditor judgment to evaluate the audit evidence obtained.

How We Addressed the Matter in Our Audit

To test the accounting for the purchase price allocation, our audit procedures included, among others, inspection of the purchase and sale agreements, and testing the completeness and accuracy of the data used in the fair value determination.

We evaluated management’s application of the relevant accounting guidance and involved our valuation specialists to evaluate the Company’s determination of fair value of the purchase price allocations, 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

February 28, 2022

March 2, 2023

Wheeler Real Estate Investment Trust, Inc.

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Total Liabilities 531,984 368,931

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;

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

$ 113.44 million and $ 104.97 million aggregate liquidation value, respectively)

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44,911 41,189

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)

Common Stock ($ 0.01 par value, 200,000,000 shares authorized, 9,793,957 and 9,720,532 shares issued and outstanding, respectively)

Additional paid-in capital 234,993 234,229

Accumulated deficit ( 295,617 ) ( 274,107 )

Total Stockholders’ Equity 1,861 14,918

Total Stockholders’ (Deficit) Equity ( 15,162 ) 1,861

Noncontrolling interests 66,196 1,941

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Other expense ( 691 ) ( 185 )

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

Net Loss Before Income Taxes ( 8,470 ) ( 9,349 )

Income tax expense — ( 2 )

Net (Loss) Income ( 9,351 ) 287

Net Loss ( 8,470 ) ( 9,351 )

Net income attributable to noncontrolling interests 3,984 92

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

Net Loss Attributable to Wheeler REIT ( 12,454 ) ( 9,443 )

Preferred Stock dividends - undeclared ( 9,056 ) ( 8,837 )

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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 )

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

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

December 31, 2021

562 453 1,872,448 41,189 9,720,532 97 234,229 ( 274,107 ) 1,861 215,343 1,941 3,802

Accretion of Series B Preferred

Stock discount — — — 87 — — — — 87 — — 87

Conversion of Series B Preferred

Stock to Common Stock — — ( 4,847 ) ( 104 ) 3,024 — 104 — — — — —

Adjustment for noncontrolling

interest in operating partnership — — — — — — 500 — 500 — ( 500 ) —

Conversion of Operating

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Stock — — — — 70,401 1 160 — 161 ( 70,401 ) ( 161 ) —

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

Paid-in-kind interest, Issuance of

Series B Preferred Stock — — 1,511,541 3,739 — — — — 3,739 — — 3,739

Noncontrolling interests assumed

from the acquisition (1) — — — — — — — — — — 64,845 64,845

Dividends and distributions — — — — — — — ( 9,056 ) ( 9,056 ) — ( 3,913 ) ( 12,969 )

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562 $ 453 3,379,142 $ 44,911 9,793,957 $ 98 $ 234,993 $ ( 295,617 ) $ ( 15,162 ) 144,942 $ 66,196 $ 51,034

(1) See Notes 1, 2 and 3 of the Notes to the Condensed Consolidated Financial Statements for further details.

See accompanying notes to consolidated financial statements.

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CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Net Loss $ ( 8,470 ) $ ( 9,351 )

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

Depreciation 13,489 11,072

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CASH FLOWS FROM INVESTING ACTIVITIES:

Investment property acquisitions, net of cash acquired ( 135,510 ) —

Capital expenditures ( 8,511 ) ( 6,412 )

Cash received from disposal of properties 10,509 11,513

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

Net cash (used in) provided by investing activities ( 133,512 ) 5,101

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments for deferred financing costs ( 12,683 ) ( 7,813 )

Dividends and distributions paid on noncontrolling interests ( 2,688 ) —

Loan proceeds 400,000 97,650

Loan principal payments ( 263,815 ) ( 105,305 )

Paycheck Protection Program proceeds — 552

Preferred stock redemption — ( 8,336 )

Loan prepayment penalty ( 2,614 ) ( 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

Net cash provided by (used in) financing activities 118,200 ( 24,491 )

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 15,446 ( 2,349 )

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year 40,419 42,768

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Wheeler Real Estate Investment Trust, Inc.

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

is a Maryland corporation formed on June 23, 2011.

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

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At December 31, 2022, the Company owned 99.05 % 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.

As of December 31, 2022, the Trust, through the Operating Partnership, owned and operated seventy-five centers and four undeveloped properties.

Twenty-one of these properties are located in South Carolina, twelve in Georgia, ten in Virginia, eight in Pennsylvania, six in North Carolina, four in Massachusetts, four in New Jersey, three in Florida, three in Connecticut, two in Kentucky, two in Tennessee, one in Alabama, one in Maryland, one in West Virginia, and one in Oklahoma.

The Company’s portfolio had total gross rentable space of approximately 8,173,000 square feet and a leased level of approximately 92.9 % at December 31, 2022.

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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 targets properties in communities that have stable demographics.

The Company considers properties that are generally 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 services and items and generate regular consumer traffic.

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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.

Wheeler Real Estate Investment Trust, Inc.

Acquisition of Cedar Realty Trust

On March 2, 2022, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Cedar Realty Trust, Inc.

(“Cedar”), Cedar Realty Trust Partnership, L.P., (“Cedar OP”), WHLR Merger Sub Inc., a wholly owned subsidiary of the Company, and WHLR OP Merger Sub LLC, a wholly owned subsidiary of Merger Sub I (“Merger Sub II”), pursuant to which the Company agreed to acquire Cedar, including 19 of its shopping center assets, in an all-cash merger transaction consisting, in accordance with the terms of the Merger Agreement, of a payment to Cedar common shareholders of merger consideration of $ 9.48 per common share (the “Cedar Acquisition”).

On August 22, 2022, the Company completed the merger transaction with Cedar.

As a result of the merger, the Company acquired all of the outstanding shares of the Cedar's common stock, which ceased to be publicly traded on the NYSE.

Cedar’s outstanding 7.25 % Series B Preferred Stock and 6.50 % Series C Preferred Stock remain outstanding and continue to trade on the NYSE.

Each outstanding share of common stock of Cedar and outstanding common unit of the Cedar OP held by persons other than Cedar immediately prior to the merger were cancelled and converted into the right to receive a cash payment of $ 9.48 per share or unit.

As a result Cedar became a subsidiary of the REIT.

During the year ended December 31, 2022 the Company incurred acquisition related costs of $ 5.51 million for the merger.

These costs were capitalized as part of the acquisition and are primarily comprised of professional fees and legal fees, see Note 3 included in this Form 10-K for further details.

The consolidated financial statements included in this Form 10-K include Cedar starting from the date of acquisition.

We have determined that this acquisition is not a variable interest entity, as defined under the consolidation topic of the Financial Accounting Standards Board (the "FASB"), Accounting Standards Codification, or ASC, and we evaluated such entity under the voting model and concluded we should consolidate the entity.

Under the voting model, we consolidate the

Table of Contents Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Notes to Consolidated and Combined Financial Statements

Organization and Basis of Presentation and Consolidation (continued)

entity if we determine that we, directly or indirectly, have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights.

Summary of Significant Accounting Policies

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Assets Held For Sale and Discontinued Operations

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 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)

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

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

Properties classified as held for sale are reported at the lower of 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 restricted by lender for redemption of Series D Preferred.

Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs and tenant security deposits.

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

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

As of December 31, 2022 and 2021, the Company’s allowance for uncollectible tenant receivables totaled $ 3.15 million and $ 633 thousand, respectively.

Wheeler Real Estate Investment Trust, Inc.

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Summary of Significant Accounting Policies (continued)

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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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 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.

See Note 8 for additional details.

Revenue Recognition

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

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, 2022 and 2021, there were $ 6.52 million and $ 5.77 million, respectively, in unbilled rent which is included in "rents and other tenant receivables, net."

Wheeler Real Estate Investment Trust, Inc.

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Summary of Significant Accounting Policies (continued)

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).

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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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 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.

The Financial Accounting Standards Board (the "FASB") issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19.

The Lease Modification Q&A clarifies that entities may elect to treat qualifying lease concessions as if they were based on enforceable rights and obligations, and may choose to apply or not to apply modification accounting to those qualifying concessions.

Qualifying concessions must be in response to COVID-19 and not have a substantial increase in the lessee’s obligation or the lessor’s rights under the contract.

The Company has elected not to apply ASC 842 modification guidance for concessions that did not increase the lease term, generally these concessions do not impact the overall economics of the lease.

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, 2022 and 2021 (in thousands):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

Years Ended December 31,

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Financial Instruments

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

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

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Professional fees $ 3,810 $ 3,116

Corporate administration (1)

Compensation and benefits 2,276 1,465

Capital and debt financing costs 438 291

Corporate administration 1,901 1,771

Advertising costs for leasing activities 319 119

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Total $ 8,620 $ 7,140

(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 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.

Other expenses were $ 691 thousand and $ 185 thousand for the year ended December 31, 2022 and 2021 respectively, and consist of legal settlement costs.

Lease Commitments

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Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Operating Partnership not attributable to the Trust.

Noncontrolling interests is the portion of equity in the Operating Partnership not attributable to the Trust and noncontrolling interest attributable to the acquisition of Cedar.

The ownership interests not held by the parent are considered noncontrolling interests.

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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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

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

The noncontrolling interest of the Operating Partnership common unit holders is calculated by multiplying the noncontrolling interest ownership percentage at the balance sheet date by the Operating Partnership’s net assets (total assets less total liabilities).

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

The noncontrolling interest attributable to the acquisition of Cedar represents the fair value of Cedar's outstanding 7.25 % Series B Preferred Stock ("Cedar Series B Preferred") and 6.50 % Series C Preferred Stock ("Cedar Series C Preferred") as of August 22, 2022, the date of acquisition.

The valuation assumption was based on the three-level valuation hierarchy for fair value measurements and represents Level 1 inputs.

Level 1 inputs represent observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

The total cumulative dividends for the Cedar Series B Preferred and Cedar Series C Preferred were $ 3.91 million as of December 31, 2022 and are included as a reduction to net loss attributable to Wheeler REIT Common Stockholders on the consolidated statements of operations during the year ended December 31, 2022.

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 August 2020, the FASB issued Accounting Standards Update ("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.

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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

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326):

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The guidance will require that the Company estimate the lifetime expected credit loss with respect to these receivables and record allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected.

The Company will also be required to disclose information about how it developed the allowances, including changes in the factors that influenced the Company’s estimate of expected credit losses and the reasons for those changes.

The guidance would be effective for interim and annual reporting periods beginning after December 15, 2022, per FASB's issuance of ASU 2019-10, "Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

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.

This guidance is effective for fiscal years, and for interim reporting periods within those fiscal years, beginning after December 15, 2022, however the Company is early adopting as of January 1, 2022.

In November 2018, the FASB issued ASU 2018-19 to clarify that operating lease receivables, including straight-line rent receivables, recorded by lessors are explicitly excluded from the scope of Topic 326.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

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.

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.

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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Investment properties consist of the following (in thousands):

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Investment properties, net $ 560,980 $ 386,730

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 $ 13.49 million and $ 11.07 million for the years ended December 31, 2022 and 2021, respectively.

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Assets Held for Sale and Dispositions

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.

At December 31, 2022, there were no assets held for sale.

At December 31, 2021, assets held for sale included Walnut Hill Plaza, which was sold in 2022.

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.

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Years Ended December 31,

Harbor Pointe Land Parcel $ 760 $ —

Walnut Hill Plaza — 100

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Rents and other tenant receivables, net — 18

Above market leases, net — 153

Deferred costs and other assets, net — 205

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Loans payable $ — $ 3,145

Below market leases, net — 25

Accounts payable, accrued expenses and other liabilities — 236

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

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

Wheeler Real Estate Investment Trust, Inc.

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Real Estate (continued)

The following properties were sold during the years ended December 31, 2022 and 2021 (in thousands):

Disposal Property Contract Price Gain (Loss) Net Proceeds

December 9, 2022 Butler Square $ 9,250 $ 2,619 $ 8,723

January 11, 2022 Walnut Hill Plaza 1,986 ( 15 ) 1,786

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

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4,150 176 3,937

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

January 21, 2020 St.

Matthews 1,775 ( 26 ) 1,665

Deferred Costs

Cedar Acquisition

On August 22, 2022, the Company acquired Cedar, a 2.9 million square foot shopping center portfolio consisting of 19 properties located primarily in the Northeast from Virginia to Massachusetts (the "Cedar Portfolio").

The Cedar Portfolio was acquired through the purchase of the issued and outstanding shares of Cedar’s common stock, par value $ 0.06 per share (“Cedar Common Stock”), and the issued and outstanding common units of Cedar OP held by persons other than Cedar for an aggregate of $ 135.51 million of cash merger consideration and acquisition costs.

The following summarizes the consideration paid and the purchase allocation of assets acquired and liabilities assumed in conjunction with the acquisition described above in accordance with ASU 2017-01, along with a description of the methods used to determine the purchase price allocation (in thousands, unaudited).

In determining the purchase price allocation, the Company considered many factors including, but not limited to, cash flows, market capitalization rates, location, occupancy rates, appraisals, other acquisitions and management’s knowledge of the current acquisition market for similar properties.

The following table summarizes the purchase price allocation based on the Company's initial valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed (in thousands):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Real Estate (continued)

Building and building improvements (a) $ 137,120

Land and land improvements (a) 47,899

Lease intangibles (b) 28,215

Above market lease (c) 1,718

Right of use asset adjustment, ground lease (d) 2,913

Cash, accounts receivable and other assets 14,242

Total assets acquired 232,107

Below market lease (c) ( 23,622 )

Lease Liabilities, ground lease (d) ( 3,552 )

Accounts payable and other liabilities ( 4,578 )

Total liabilities acquired ( 31,752 )

Noncontrolling interest (e) ( 64,845 )

Purchase price allocation of net assets acquired, excluding noncontrolling interests $ 135,510

Purchase consideration:

Cash merger consideration $ 130,000

Capitalized acquisition costs 5,510

Represents the purchase price allocation of the net investment properties acquired which includes land, buildings, site improvements and tenant improvements.

The purchase price allocation was determined using following approaches:

the market approach valuation methodology for land by considering similar transactions in the markets;

a combination of the cost approach and income approach valuation methodologies for buildings, including replacement cost evaluations, “go dark” analyses and residual calculations incorporating the land values;

the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates.

Represents the purchase price allocation of lease intangibles and other assets.

Lease intangibles include in place

The income approach was used to determine the allocation of these intangible assets which included estimated market rates and expenses.

Represents the purchase price allocation of above and below market leases.

The income approach was used to determine the allocation of above/below market leases using market rental rates for similar properties.

Represents the purchase price allocation of the lease liability and corresponding right of use asset associated with a ground lease.

The Company used an incremental borrowing rate of 5.25 % for the purpose of calculating the lease liability.

Represents the fair market value of Cedar's outstanding 7.25 % Series B Preferred Stock and 6.50 % Series C Preferred Stock.

Represents merger consideration and capitalized transaction costs.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Real Estate (continued)

Unaudited pro forma financial information in the aggregate is presented below for the acquisition of the Cedar properties.

The unaudited pro forma information presented below includes the effects of the Cedar Acquisition as if it had been consummated as of January 1, 2021.

The pro forma results include adjustments for depreciation and amortization associated with acquired tangible and intangible assets, straight-line rent adjustments and interest expense related to debt incurred.

The unaudited pro forma financial information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if this acquisition had taken place on January 1, 2021 or 2022.

(Amounts presented in thousands, except per share figures).

Rental revenues $ 100,315 $ 98,802

Net loss from continuing operations $ ( 6,950 ) $ ( 9,252 )

Net loss attributable to Wheeler REIT $ ( 7,022 ) $ ( 20,096 )

Net loss attributable to Wheeler REIT common shareholders $ ( 26,830 ) $ ( 23,893 )

Basic loss per share $ ( 2.75 ) $ ( 2.46 )

Diluted loss per share $ ( 2.75 ) $ ( 2.46 )

Deferred Costs and Other Assets

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

Leases in place, net $ 24,956 $ 7,519

Ground lease sandwich interest, net 1,667 1,941

Lease origination costs, net 7,165 1,474

Ground lease sandwich interest, net 1,393 1,667

Tenant relationships, net 500 853

Legal and marketing costs, net 389 14

Other 446 592

Prepaid expenses 1,456 413

Total deferred costs and other assets, net $ 35,880 $ 11,973

1 unchanged sentence

During the years ended December 31, 2022 and 2021, the Company’s intangible amortization expense totaled $ 6.05 million and $ 3.73 million, respectively.

Future amortization of leases in place, ground lease sandwich interest, lease origination costs, tenant relationships, and legal and marketing costs is as follows (in thousands):

Future amortization of leases in place, lease origination costs, ground lease sandwich interest, tenant relationships, and legal and marketing costs is as follows (in thousands):

For the Years Ended December 31, Leases in

place, net Ground lease sandwich interest, net Lease

costs, net Tenant

place, net Lease

costs, net Ground lease sandwich interest, net Tenant

relationships, net Legal &

15 unchanged sentences

2022 December 31,

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

Twin City Commons $ 17,827 4.86 % January 2023 2,843 2,915

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

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

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

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 $ 5,903 $ 6,031

6 unchanged sentences

Shoppes at Myrtle Park $ 33,180 4.45 % February 2025 5,615 5,757

Folly Road $ 41,482 4.65 % March 2025 7,063 7,223

Alex City Marketplace Interest only 3.95 % April 2025 5,750 5,750

Butler Square Interest only 3.90 % May 2025 5,640 5,640

Brook Run Shopping Center Interest only 4.08 % June 2025 10,950 10,950

7 unchanged sentences

Winslow Plaza $ 24,295 4.82 % December 2025 4,409 4,483

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

Tuckernuck $ 32,202 5.00 % March 2026 4,915 5,052

Chesapeake Square $ 23,857 4.70 % August 2026 4,106 4,192

Berkley/Sangaree/Tri-County Interest only 4.78 % December 2026 6,176 9,400

Sangaree/Tri-County $ 32,329 4.78 % December 2026 6,086 6,176

Riverbridge Interest only 4.48 % December 2026 4,000 4,000

4 unchanged sentences

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

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

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

Guggenheim Loan Agreement (4) Interest only 4.25 % July 2032 75,000 —

JANAF Loan Agreement (5) Interest only 5.31 % July 2032 60,000 —

Guggenheim-Cedar Loan Agreement (6)

Interest only 5.25 % November 2032 110,000 —

Patuxent Crossing/Coliseum Marketplace Loan Agreement Interest only 6.35 % January 2033 25,000 —

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

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

Twin City Commons $ 17,827 4.86 % January 2023 — 2,843

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

Benefit Street Note $ 53,185 5.71 % June 2023 — 6,914

Deutsche Bank Note $ 33,340 5.71 % July 2023 — 5,488

First National Bank $ 24,656 LIBOR + 350 basis points

August 2023 — 789

Lumber River $ 10,723 LIBOR + 350 basis points

September 2023 — 1,296

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

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

South Carolina Food Lions Note $ 68,320 5.25 % January 2024 — 11,259

Folly Road $ 41,482 4.65 % March 2025 — 7,063

JANAF $ 333,159 4.49 % July 2023 — 47,065

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

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

Butler Square Interest only 3.90 % May 2025 — 5,640

Total Principal Balance (1) 482,447 346,262

4 unchanged sentences

(1) Includes loans payable on assets held for sale, see Note 3.

(2) Collateralized by LaGrange Marketplace, Ridgeland and Georgetown.

(3) Collateralized by Ladson Crossing, Lake Greenwood Crossing and South Park.

The loan agreements include customary prepayment penalties or defeasance costs, which can be incurred by the company when prepaying or defeasing loans.

(2) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons.

(5) Collateralized by Clover Plaza, South Square, St.

George, Waterway Plaza and Westland Square.

(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.

(3) October 2026 the interest rate changes to variable interest rate equal to the 5 years U.S.

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

(4) Collateralized by 22 properties.

(5) Collateralized by JANAF properties.

(6) Collateralized by 10 Cedar properties.

Wheeler Real Estate Investment Trust, Inc.

3 unchanged sentences

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 July 22, 2021, the Company commenced a 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.

8 unchanged sentences

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").

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 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

(b) in shares of Series B Preferred;

1 unchanged sentence

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.

Interest payments on the Convertible Notes were made as follows (in thousands, except for shares )

For the years ended December 31, Series B Preferred

number of shares Series D Preferred

number of shares Convertible Note Interest at 7 %

Fair value adjustment Paid-in-kind Interest Expense

2021 — 113,709 $ 885 $ 725 $ 1,610

2022 1,511,541 — $ 2,310 $ 1,429 $ 3,739

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”);

2 unchanged sentences

(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

After January 1, 2024, the Company may redeem the Convertible Notes at any time (in whole or in part) at the

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Loans Payable (continued)

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

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").

2 unchanged sentences

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.

The Powerscourt Warrant Agreement and the Powerscourt Registration Rights Agreement remain as of December 31, 2022, see Note 6.

Wilmington Financing Agreement

7 unchanged sentences

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").

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 (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.

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, 2022.

First National Bank Amendment

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

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 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.

The Second Amendment, among other provisions, requires a pledge of additional collateral of $ 15.00 million in residual equity interests and staggered maturity dates with an ultimate maturity of June 30, 2020;

• Entered into a Third Amendment to the KeyBank Credit Agreement (the "Third Amendment") on July 21, 2020.

The Third Amendment, among other provisions, reduces the pledge of additional collateral by two properties and extends the maturity to December 31, 2020;

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

◦ $ 1.78 million paydown from St.

Matthews sale proceeds on January 21, 2020;

◦ $ 5.75 million paydown from Shoppes at Myrtle Park refinancing proceeds on January 23, 2020;

◦ $ 2.50 million paydown from cash released to the Company from restricted cash accounts on May 20, 2020;

◦ $ 1.00 million paydown on November 12, 2020;

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

Shoppes at Myrtle Park Refinance

On January 23, 2020, the Company refinanced the Shoppes at Myrtle Park collateralized portion of the KeyBank Credit Agreement for $ 6.00 million at a fixed interest rate of 4.45 %.

The loan matures in February 2025 with monthly principal and interest payments of $ 33 thousand.

Folly Road Refinance

On March 23, 2020, the Company executed a promissory note for $ 7.35 million for the refinancing of Folly Road at a rate of 4.65 %.

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

First National Bank Amendment

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 %.

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 %.

In conjunction with Guggenheim Loan Agreement on June 17, 2022, the principal balance on the First National Bank Loan was paid in full.

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.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

Walnut Hill Plaza Amendment

On July 15, 2020, the Company entered into the Third Amendment to reduce the Walnut Hill Plaza loan by $ 443 thousand to $ 3.30 million using proceeds from restricted cash reserves and received three months of forbearance on principal payments.

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.

In conjunction with Guggenheim Loan Agreement on June 17, 2022, the principal balance on the Lumber River Loan was paid in full.

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.

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

1 unchanged sentence

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.

4 unchanged sentences

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 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.

On December 7, 2020, the Company received a letter demanding payment in full from Pinnacle Bank for all amounts due under Columbia Fire Station Loan and the interest rate increased to 14 %, the default rate.

On December 29, 2020, Pinnacle Bank filed a suit against the Company, guarantor.

On January 21, 2021, the Company entered into a Forbearance Agreement (the "Forbearance Agreement") with Pinnacle Bank at an interest rate of 14 % and made a $ 500 thousand principal payment.

2 unchanged sentences

Berkley/Sangaree/Tri-County Paydown

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

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.

2 unchanged sentences

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

In conjunction with JANAF Loan Agreement on July 6, 2022, the principal balance on the JANAF Bravo Loan was paid in full.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

Walnut Hill Plaza Payoff

In conjunction with the Walnut Hill Plaza sale, as detailed in Note 3, the Company made a $ 1.79 million principal paydown on the Walnut Hill Plaza loan.

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

Guggenheim Loan Agreement

On June 17, 2022, the Company entered into a term loan agreement (the “Guggenheim Loan Agreement”) with Guggenheim Real Estate, LLC, for $ 75.00 million at a fixed rate of 4.25 % with interest-only payments due monthly.

Commencing on August 10, 2027, until the maturity date of July 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time .

The Guggenheim Loan Agreement proceeds were used to refinance eleven loans including paying $ 1.46 million in defeasance.

JANAF Loan Agreement

On July 6, 2022, the Company entered into a loan agreement (the “JANAF Loan Agreement”) with CITI Real Estate Funding Inc.

for $ 60.00 million at a fixed interest rate of 5.31 % with interest-only payments due monthly through maturity, July 6, 2032.

The JANAF Loan Agreement proceeds were used to refinance three loans including paying $ 1.16 million in defeasance.

KeyBank-Cedar Loan Agreement

On August 22, 2022, Cedar entered into a loan agreement (the “KeyBank-Cedar Loan Agreement”) with KeyBank

National Association for $ 130.00 million with interest-only payments due monthly through maturity, August 22, 2023.

The interest rate on this term loan consisted of the Secured Overnight Financing Rate plus 0.10 % plus an applicable margin of 2.5 % through February 2023, at which time increases to 4.0 % and was collateralized by 19 properties.

The obligations under the KeyBank-Cedar Loan Agreement were satisfied in full with the proceeds of the loans under the Guggenheim-Cedar Loan Agreement entered into on October 28, 2022 and the Patuxent Crossing/Coliseum Marketplace Loan Agreement entered into on December 21, 2022.

Guggenheim-Cedar Loan Agreement

On October 28, 2022, Cedar entered into a loan agreement (the “Guggenheim-Cedar Loan Agreement”) with Guggenheim Real Estate, LLC, for $ 110.00 million at a fixed rate of 5.25 % with interest-only payments due monthly through November 2027.

Wheeler REIT, L.P.

provided a guarantee in connection with such loan.

Commencing on December 10, 2027, until the maturity date of November 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount as of that time.

The Guggenheim-Cedar Loan Agreement proceeds were used to refinance a portion of Cedar’s property portfolio that were previously collateralized by the KeyBank-Cedar Loan Agreement.

Butler Square Payoff

On December 9, 2022, the Company made a $ 5.64 million principal payment on the Butler Square loan in conjunction with the sale of the Butler Square property, as detailed in Note 3.

Patuxent Crossing/Coliseum Marketplace Loan Agreement

On December 21, 2022, Cedar entered into a loan agreement (the "Patuxent Crossing/Coliseum Marketplace Loan Agreement”) with CITI Real Estate Funding, Inc.

for $ 25.00 million at a fixed rate of 6.35 % with interest-only payments due monthly through maturity, January 6, 2033.

The Patuxent Crossing/Coliseum Marketplace Loan Agreement proceeds were used to satisfy the remaining obligations of the KeyBank-Cedar Loan Agreement and, accordingly, the remaining collateral was released.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Loans Payable (continued)

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):

The Company’s scheduled principal repayments on indebtedness as of December 31, 2022, are as follows (in thousands):

For the years ended December 31,

2022 $ 13,567

Thereafter 337,930

Total principal repayments and debt maturities $ 482,447

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Derivative Liabilities

4 unchanged sentences

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:

exercise price of each of the three tranches described in the table below, 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 %.

Warrants to purchase shares of common stock outstanding at December 31, 2022 and 2021 are as follows:

Warrant Name Warrants Exercise Price Expiration Date

Powerscort Warrant 496,415 $ 3.120 12/22/2023

Wilmington Warrant Tranche A 510,204 $ 3.430 3/12/2026

Wilmington Warrant Tranche B 424,242 $ 4.125 3/12/2026

Wilmington Warrant Tranche C 127,273 $ 6.875 3/12/2026

In measuring the warrant liability, 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 $ 1.40 $ 1.94

1 unchanged sentence

Range of expected market volatility % 66.00 % - 72.88 %

70.12 % - 81.00 %

Range of risk-free interest rate 4.14 % - 4.68 %

0.72 % - 1.16 %

Fair Value of Conversion Features Related to Convertible Notes

2 unchanged sentences

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.

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Derivative Liabilities (continued)

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.

1 unchanged sentence

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:

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

December 31, 2022 December 31, 2021

Conversion price $ 6.25 $ 6.25

Common Stock price $ 1.40 $ 1.94

Contractual term to maturity 10.1 years

Contractual term to maturity 9.0 years 10.1 years

Expected market volatility % 205.00 % 80.00 %

Risk-free interest rate 3.87 % 1.51 %

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Derivative Liabilities (continued)

Traded WHLRL price % of par 120.50 % 113.96 %

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

Year Ended December 31, 2022 Year Ended December 31, 2021

Balance at the beginning of period $ 4,776 $ 594

Issuance of Wilmington Warrant — 2,018

1 unchanged sentence

Changes in fair value 2,335 ( 3,768 )

Balance December 31, 2021 $ 4,776

Balance at ending of period $ 7,111 $ 4,776

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Rentals under Operating Leases

15 unchanged sentences

Series B Preferred Stock

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

At December 31, 2022 and 2021, the Company had 3,379,142 and 1,872,448 shares, issued and outstanding, respectively, without par value Series B Preferred with a $ 25.00 liquidation preference per share, or $ 84.48 million and $ 46.81 million, respectively.

6 unchanged sentences

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

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.

At December 31, 2022 and 2021, the Company had 3,152,392 issued and outstanding, of Series D Preferred, without par value with a $ 25.00 liquidation preference per share, and a liquidation value of $ 113.44 million and $ 104.97 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”).

Commencing September 21, 2023, the holder’s will be entitled to cumulative cash dividends at an annual dividend rate of the Initial Rate increased by 2 % of the liquidation preference per annum on each subsequent anniversary thereafter, subject to a maximum annual dividend rate of 14 %.

Commencing September 21, 2023, the holders will be entitled to cumulative cash dividends at an annual dividend rate of the Initial Rate increased by 2 % of the liquidation preference per annum on each subsequent anniversary thereafter, subject to a maximum annual dividend rate of 14 %.

Dividends are payable quarterly in arrears on or before January 15 th , April 15 th , July 15 th and October 15 th of each year.

1 unchanged sentence

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 Company's option.

After 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 Company's option.

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

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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.

3 unchanged sentences

Holders of shares of the Series D Preferred have no voting rights.

Pursuant to the Company's Articles Supplementary, if dividends on the Series D Preferred are in arrears for six or more consecutive quarterly periods (a "Preferred Dividend Default"), the number of directors on our Board of Directors will automatically be increased by two , and holders of shares of the Series D Preferred and the holders of Series A Preferred and Series B Preferred (the Series A Preferred and Series B Preferred together, being the "Parity Preferred Stock"), shall be entitled to vote for the election of two additional directors ("Series D Preferred Directors").

Pursuant to the Company's Articles Supplementary, if dividends on the Series D Preferred are in arrears for six or more consecutive quarterly periods (a "Preferred Dividend Default") holders of shares of the Series D Preferred and the holders of Series A Preferred and Series B Preferred upon which, like voting rights have been conferred and are exercisable (such the Series A Preferred and Series B Preferred together, being the "Parity Preferred Stock"), shall be entitled to vote for the election of two additional directors to serve on the Board of Directors (the "Series D Preferred Directors").

A Preferred Dividend Default occurred on April 15, 2020.

The election of such directors will take place upon the written request of the holders of record of at least 20 % of the Series D Preferred and Parity Preferred Stock.

The election of the Series D Preferred Directors will take place upon the written request of the holders of record of at least 20 % of the Series D

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

Preferred and Parity Preferred Stock.

The Board of Directors is not permitted to fill the vacancies on the Board of Directors as a result of the failure of the holders of 20 % of the Series D Preferred and Parity Preferred Stock to deliver such written request for the election of the Series D Preferred Directors.

The Series D Preferred Directors may serve on our Board of Directors, until all unpaid dividends on such Series D Preferred and Parity Preferred Stock, if any, have been paid or declared a sum sufficient for the payment thereof set apart for payment.

On September 22, 2020, the Operating Partnership purchased 71,343 shares of Series D Preferred at $ 15.50 per share.

These shares are deemed to be retired on the consolidated financial statements.

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

The Series D Preferred Directors may serve on our Board of Directors, until all unpaid dividends on such Series D Preferred and Parity Preferred Stock, if any, have been paid or declared and a sum sufficient for the payment thereof is set apart for payment.

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.

4 unchanged sentences

Undeclared dividends 8,237

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

Redemption of Preferred Stock ( 13,375 )

2 unchanged sentences

Undeclared dividends 8,472

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

Redemption of Preferred Stock ( 13,375 )

Balance December 31, 2022 $ 101,518

2 unchanged sentences

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.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

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

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.

The following table summarizes the potential dilution of conversion of common units, Series B Preferred, Series D Preferred, warrants and Convertible Notes into the Company's Common Stock.

These have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive.

December 31, 2022 December 31, 2021

5 unchanged sentences

Convertible Notes — 38,562,586 — 31,801,297

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

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.

4 unchanged sentences

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

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 D Preferred (per share $ 10.99 ) as of December 31, 2022 is $ 34.63 million.

There were no dividends declared to holders of Common Stock, Series A Preferred, Series B Preferred or Series D Preferred during years ended December 31, 2022 or 2021.

2015 Long-Term Incentive Plan

9 unchanged sentences

2021 5,000 14

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

As of December 31, 2022, there are 127,707 shares available for issuance under the Company’s 2016 Incentive Plan.

8 unchanged sentences

As of December 31, 2022 and 2021, the weighted average remaining lease term of our leases is 34 and 31 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,

2021 2020 Expiration

Amscot $ 26 $ 25 2045

Beaver Ruin Village 54 54 2054

Beaver Ruin Village II 22 22 2056

Moncks Corner 121 121 2040

Devine Street (1)

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.

(2) Includes $ 118 thousand and $ 131 thousand in variable percentage rent, during the years ended December 31, 2021 and 2020, respectively.

Supplemental information related to leases is as follows (in thousands):

For the Years Ended December 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 902 $ 583

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):

Rent expense under the operating lease agreements were $ 1.15 million and $ 1.06 million for the years ended December 31, 2022 and 2021, respectively.

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Lease Commitments (continued)

The Cedar Portfolio has a ground lease which is accounted for as an operating lease expiring in 2071 and is included in the purchase price allocation discussed in Note 3 of this Form 10-K.

Supplemental information related to leases is as follows (in thousands):

For the Years Ended December 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 956 $ 902

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, 2022 and a reconciliation of those cash flows to the operating lease liabilities at December 31, 2022 are as follows (in thousands):

For the years ended December 31,

Thereafter 30,829

3 unchanged sentences

(1) Operating lease payments include $ 7.54 million related to options to extend lease terms that are reasonably certain of being exercised.

On December 31, 2020, the Company sold its corporate headquarters in Virginia Beach to an unrelated party for approximately $ 2.84 million, net of costs to sell, and simultaneously leased the building for 10 years at an annual base rent of $ 265 thousand, plus taxes and other operating and maintenance expenses.

The transaction qualified for sale leaseback accounting in accordance with ASC 842 and the Company used the incremental borrowing rate associated with the previous loan on the office building of 5.77 % for purposes of calculating the lease liability.

The lease agreement includes an option for five years and the Company recognized only the initial term of the lease as part of its ROU asset and lease liability.

As a result of this transaction, a gain of $ 49 thousand was recognized, which is included in "gain on disposal of properties" on the consolidated statements of operations with the remaining gain of $ 725 thousand deferred over the life of the lease.

Commitments and Contingencies

2 unchanged sentences

The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage and industry practice;

however, its insurance coverage may not be sufficient to fully cover its losses.

however, its insurance coverage may not be sufficient to fully cover losses.

Concentration of Credit Risk

1 unchanged sentence

These risks include, among others, the risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rates, the availability of financing and potential liability under environmental and other laws.

The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically located in the Southeast, Mid-Atlantic and Northeast, which markets represented approximately 62 %, 34 % and 4 %, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2021.

The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically located in the Mid-Atlantic, Southeast, and Northeast, which markets represented approximately 44 %, 41 % and 15 %, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2022.

The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio.

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)

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.

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.

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.

7 unchanged sentences

In addition, the below legal proceedings are in process.

Jon Wheeler v.

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

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.

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

The Court denied Mr.

Wheeler’s claims for a bonus and that his termination of employment was wrongful as a violation of public policy.

The Court awarded the Company $ 5 thousand on its counterclaim.

At a hearing on September 4, 2020 on Jon Wheeler’s motion for the award of attorneys’ fees, costs, and pre-judgment interest, the Court awarded Mr.

Wheeler the requested costs, but awarded no attorneys’ fees and no pre-judgment interest.

In total, Mr.

Wheeler was awarded $ 520 thousand.

In October 2020, the Company settled with Mr.

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.

1 unchanged sentence

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 and no severance is owed to him.

Trial is set for March 2022.

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

On March 15, 2022, the Court granted Mr.

Kelly $ 340 thousand with interest thereon at a rate of 6 % per annum from the date of termination, April 13, 2020, until paid, plus attorneys' fees and costs in the amount of $ 311 thousand.

On March 31, 2022, $ 691 thousand was paid to Mr.

The Company has now fulfilled its obligations pursuant to the Court’s Order in this case.

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 alleged that the Company amended provisions of its charter (as set forth in the 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

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

The Company filed an answer to the complaint denying any liability.

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

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

The Judge denied the JCP Plaintiffs' Motion and ordered the parties to prepare a joint discovery schedule.

The Judge also ordered the parties to engage in mediation with a Magistrate Judge.

During the mediation process, the Company made no offers of settlement.

On or about November 2, 2022, the JCP Plaintiffs entered into a Settlement Agreement resolving all their claims against the Individual Defendants, but to which the Company did not join.

Thereafter, the JCP Plaintiffs advised the Company that they had decided to dismiss their claims against the Company, and the JCP Plaintiffs requested pursuant to applicable rule that the Company consent to the filing of a Stipulation of

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.

The Company consented, and on November 3, 2022, the Stipulation of Dismissal was filed dismissing with prejudice all of the JCP Plaintiffs’ claims against the Company.

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

1 unchanged sentence

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.

On September 20, 2022, summary judgment concluded in the Company's favor and the plaintiffs did not file an appeal.

Cedar Realty Trust, Inc.

Preferred Shareholder Litigation , Case No.:

1:22-cv-1103, in the United States District Court for the District of Maryland.

On April 8, 2022, several purported holders of preferred stock of Cedar Realty Trust, Inc.

(“Cedar”) filed a putative class action in the Circuit Court for Montgomery County, Maryland against Cedar, Cedar’s former Board of Directors, and the Company arising out of transactions that included the then pending acquisition of Cedar by the Company.

The defendants removed the case to federal court.

David Sydney, et.

Cedar Realty Trust, Inc., Wheeler Real Estate Investment Trust, Inc.

in the United States District Court for the District of Maryland, Case No.

8:22-cv-01142.

On May 6, 2022, a purported holder of preferred stock of Cedar filed a separate putative class action on the United States District Court for the District of Maryland, Case No.

1:22-cv-01103 against Cedar and Cedar’s former Board of Directors arising out of those same transactions.

Following the denial of motions seeking to enjoin the acquisition of Cedar by the Company and other preliminary relief, the cases were consolidated under Case No.:

1-22-cv-1103.

A consolidated amended complaint was filed on August 24, 2022 (the “Operative Complaint”).

The Operative Complaint includes allegations of breach of contract against Cedar with respect to the Articles Supplementary governing the terms of Cedar’s preferred stock and breach of fiduciary duty against the members of Cedar’s former Board of Directors.

The plaintiffs allege that Cedar breached their liquidation and conversion rights as set forth in Cedar’s Articles Supplementary, and that the members of Cedar’s former Board of Directors breached their fiduciary duty in structuring the transactions that include the merger.

The Complaint further alleges that the Company tortiously interfered with Cedar’s contract with the owners of Cedar’s preferred stock and aided and abetted the alleged breach of fiduciary duty by Cedar’s former Board of Directors.

The Operative Complaint seeks damages in an unspecified amount.

The Company and Cedar have filed a motion to dismiss the Operative Complaint in its entirety which is fully briefed.

The plaintiffs have recently filed a motion to certify an issue of law addressed in the motion to dismiss to Maryland’s Supreme Court.

That motion is not yet fully briefed.

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

Cedar Realty Trust, Inc., et.

al ., in the United States District Court for the Eastern District of New York, Case No.

2:22-cv-06945.

On October 14, 2022, a purported holder of preferred stock of Cedar filed a putative class action in the Supreme Court of the State of New York County of Nassau, Index Number 613985/2022, against Cedar, Cedar’s former Board of Directors, and the Company alleging the same claims asserted in the In Re:

Cedar Realty Trust, Inc.

Preferred Shareholder Litigation discussed above.

The defendants removed the case to federal court.

The plaintiff filed a motion to remand the case to state court which is fully briefed.

The Company and Cedar intend to seek procedural relief precluding this case from proceeding in tandem with the Maryland action.

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

High Income Securities Fund v.

Cedar Realty Trust, Inc., et al.

2:22-cv-4031, in the United States District Court for the Eastern District of New York.

On July 11, 2022, a purported holder of the Company's outstanding preferred stock filed a complaint against Cedar and Cedar's former Board of Directors alleging that the Defendants violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions, and that the former Cedar Board are control persons under Section 20(a) of the Exchange Act.

On August 12, 2022, Defendants requested permission to file a motion to dismiss, and Plaintiff responded to Defendants’ request on September 7, 2022.

The court granted Defendants’ request to file a motion to dismiss on October 25, 2022.

Defendants served their motion to dismiss on December 23, 2022, which Plaintiff opposed on January 27, 2023.

Defendants filed a reply brief on the motion to dismiss on February 17, 2023.

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

Harbor Pointe Tax Increment Financing

On September 1, 2011, the Grove Economic Development Authority issued the Grove Economic Development Authority Tax Increment Revenue Note, Taxable Series 2011 in the amount of $ 2.42 million, bearing a variable interest rate of 2.29 %, not to exceed 14 % and payable in 50 semi-annual installments.

The proceeds of the bonds were to provide funding for the construction of public infrastructure and other site improvements and to be repaid by incremental additional property taxes generated by development.

The proceeds of the bonds were to provide funding for

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Commitments and Contingencies (continued)

the construction of public infrastructure and other site improvements and to be repaid by incremental additional property taxes generated by development.

Harbor Pointe Associates, LLC, then owned by an affiliate of former CEO, Jon Wheeler, entered into an Economic Development Agreement with the Grove Economic Development Authority for this infrastructure development and in the event the ad valorem taxes were insufficient to cover annual debt service, Harbor Pointe Associates, LLC would reimburse the Grove Economic Development Authority (the “Harbor Pointe Agreement”).

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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.

In 2016, in connection with the acquisition of Berkley, Sangaree and 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, 2022.

Related Party Transactions

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

The Company performs property management and leasing services for Cedar, a subsidiary of the Company.

During the year ended December 31, 2022, Cedar paid the Company $ 1.05 million for these services.

Related party amounts due to the Company as of December 31, 2022 were $ 7.33 million, which consists primarily of financing costs, real estate taxes and costs paid on Cedar's behalf at the closing of the KeyBank-Cedar Loan Agreement.

These related party amounts have been eliminated for consolidation purposes.

Reimbursement of Proxy Solicitation Expenses

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

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

During the year ended December 31, 2021, the Company reimbursed the Stilwell Group $ 369 thousand for these costs.

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

Subsequent Events

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.

On February 21, 2023 the Company purchased a 2.5 acre land parcel adjacent to St.

George Plaza, located in St.

George, SC, for $ 160 thousand.

Wheeler Real Estate Investment Trust, Inc.

10 unchanged sentences

Year Ended December 31, 2021 $ 994 $ 239 $ ( 600 ) $ 633

(1) The Cedar Acquisition purchase price allocation related to allowance for doubtful accounts of $ 3.63 million is included within the beginning year ended December 31, 2022 column.

Wheeler Real Estate Investment Trust, Inc.

10 unchanged sentences

Improvements Total

(in thousands)

WHLR (in thousands)

Amscot Building $ — $ 462 $ 31 $ — $ — $ 493 $ 493

3 unchanged sentences

Twin City Commons 800 3,041 151 — 809 3,183 3,992

Walnut Hill Plaza (1)

634 2,414 1,353 — 634 3,767 4,401

Tampa Festival 4,653 6,691 1,144 — 4,695 7,793 12,488

17 unchanged sentences

Crockett Square 1,546 6,834 233 — 1,565 7,048 8,613

Harbor Point (1)

Harbor Pointe (1)

778 — ( 359 ) — 419 — 419

2 unchanged sentences

Alex City Marketplace 454 7,837 1,879 — 716 9,454 10,170

Butler Square 1,024 6,401 314 — 1,024 6,714 7,738

Brook Run Shopping Center 2,209 12,919 326 — 2,377 13,077 15,454

41 unchanged sentences

Totals $ 91,938 $ 334,872 $ 24,894 $ — $ 96,640 $ 355,064 $ 451,704

Brickyard Plaza $ 1,989 $ 13,119 $ — $ — $ 1,989 $ 13,119 $ 15,108

Carll's Corner 2,193 3,011 — — 2,193 3,011 5,204

Coliseum Marketplace 1,226 3,172 27 — 1,226 3,199 4,425

Fairview Commons 948 2,083 — — 948 2,083 3,031

Fieldstone Marketplace 2,359 2,279 126 — 2,359 2,405 4,764

Gold Star Plaza 1,403 3,223 — — 1,403 3,223 4,626

Golden Triangle 3,322 13,388 ( 49 ) — 3,322 13,339 16,661

Hamburg Square 933 4,967 — — 933 4,967 5,900

Kings Plaza 2,192 3,961 — — 2,192 3,961 6,153

Oakland Commons 824 3,080 — — 824 3,080 3,904

Oregon Avenue 3,158 — 277 3,158 277 3,435

Patuxent Crossing 2,999 15,145 450 — 2,999 15,595 18,594

Pine Grove Plaza 1,292 3,832 ( 3 ) — 1,292 3,829 5,121

South Philadelphia 11,996 11,137 — — 11,996 11,137 23,133

Southington Center 358 8,429 — — 358 8,429 8,787

Timpany Plaza 1,778 5,754 1 — 1,778 5,755 7,533

Trexler Mall 3,746 22,979 — — 3,746 22,979 26,725

Washington Center Shoppes 3,618 11,354 206 — 3,618 11,560 15,178

Webster Commons 1,565 6,207 113 — 1,565 6,320 7,885

CDR Total $ 47,899 $ 137,120 $ 1,148 $ — $ 47,899 $ 138,268 $ 186,167

Combined Total $ 139,837 $ 471,992 $ 26,042 $ — $ 144,539 $ 493,332 $ 637,871

(1) Net of impairment expenses.

As of December 31, 2022, the aggregate cost for federal income tax purposes was approximately $ 866 million.

Wheeler Real Estate Investment Trust, Inc.

5 unchanged sentences

Acquired Depreciation

(in thousands)

Amscot Building (2)

WHLR (in thousands)

Amscot Building $ 264 5/15/2004 5 - 40 years

Lumber River Village (3)

1,415 11/16/2012 5 - 40 years

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

Surrey Plaza (3)

1 unchanged sentence

Tuckernuck $ 4,915 2,598 11/16/2012 5 - 40 years

Twin City Commons 2,843 899 12/18/2012 5-40 years

Walnut Hill Plaza 3,145 2,576 12/14/2007 5-15 years

Tampa Festival 7,753 2,149 8/26/2013 5-40 years

Forrest Gallery 8,060 2,526 8/29/2013 5-40 years

Twin City Commons (3)

988 12/18/2012 5 - 40 years

Tampa Festival (3)

2,405 8/26/2013 5 - 40 years

Forrest Gallery (3)

2,847 8/29/2013 5 - 40 years

Winslow Plaza 4,409 1,198 12/19/2013 5 - 40 years

Clover Plaza 1,915 277 12/23/2013 5-40 years

George Plaza 2,414 301 12/23/2013 5-40 years

South Square 1,966 413 12/23/2013 5-40 years

Westland Square 2,508 385 12/23/2013 5-40 years

Waterway Plaza 2,456 315 12/23/2013 5-40 years

Clover Plaza (3)

311 12/23/2013 5 - 40 years

George Plaza (3)

342 12/23/2013 5 - 40 years

South Square (3)

478 12/23/2013 5 - 40 years

Westland Square (3)

449 12/23/2013 5 - 40 years

Waterway Plaza (3)

361 12/23/2013 5 - 40 years

Cypress Shopping Center 5,903 1,163 7/1/2014 5 - 40 years

8 unchanged sentences

Crockett Square 6,338 1,787 11/5/2014 5 - 40 years

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

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

Pierpont Centre 7,716 2,167 1/14/2015 5 - 40 years

1 unchanged sentence

Alex City Marketplace 5,750 2,378 4/1/2015 5 - 40 years

Butler Square 5,640 1,226 4/15/2015 5-40 years

Brook Run Shopping Center 10,950 3,404 6/2/2015 5 - 40 years

10 unchanged sentences

Conyers Crossing 5,960 1,669 9/30/2015 5 - 40 years

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

Darien Shopping Center (3)

179 4/12/2016 5 - 40 years

Devine Street 352 4/12/2016 5 - 40 years

4 unchanged sentences

(in thousands)

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

Folly Road (3)

$ 851 4/12/2016 5 - 40 years

Georgetown (3)

4 unchanged sentences

489 4/12/2016 5 - 40 years

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

Lake Murray (3)

299 4/12/2016 5 - 40 years

Litchfield I (3)

8 unchanged sentences

Shoppes at Myrtle Park 5,615 1,358 4/12/2016 5 - 40 years

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

South Lake (3)

634 4/12/2016 5 - 40 years

South Park (3)

7 unchanged sentences

Village at Martinsville 15,181 2,733 12/16/2016 5 - 40 years

New Market Crossing 6,291 855 12/20/2016 5-40 years

New Market Crossing (3)

1,036 12/20/2016 5 - 40 years

Rivergate Shopping Center 18,003 5,121 12/21/2016 5 - 40 years

JANAF Shopping Center 60,000 9,685 1/18/2018 5 - 40 years

Totals $ 69,758

WHLR Totals $ 75,492

Brickyard Plaza (4)

$ 189 8/22/2022 5 - 40 years

Carll's Corner 51 8/22/2022 5 - 40 years

Coliseum Marketplace (5)

72 8/22/2022 5 - 40 years

Fairview Commons (4)

43 8/22/2022 5 - 40 years

Fieldstone Marketplace 69 8/22/2022 5 - 40 years

Gold Star Plaza (4)

71 8/22/2022 5 - 40 years

Golden Triangle (4)

209 8/22/2022 5 - 40 years

Hamburg Square (4)

84 8/22/2022 5 - 40 years

Kings Plaza 81 8/22/2022 5 - 40 years

Oakland Commons 55 8/22/2022 5 - 40 years

Oregon Avenue — 8/22/2022 N/A

Patuxent Crossing (5)

250 8/22/2022 5 - 40 years

Pine Grove Plaza (4)

68 8/22/2022 5 - 40 years

South Philadelphia 183 8/22/2022 5 - 40 years

Southington Center (4)

130 8/22/2022 5 - 40 years

Timpany Plaza 105 8/22/2022 5 - 40 years

Trexler Mall (4)

324 8/22/2022 5 - 40 years

Washington Center Shoppes (4)

167 8/22/2022 5 - 40 years

Webster Commons (4)

101 8/22/2022 5 - 40 years

CDR Totals $ 2,252

Combined Totals 77,744

(1) Properties secure a $ 6.1 million mortgage note.

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

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

2 unchanged sentences

(5) Properties secure a $ 25.0 million mortgage note.

Schedule III-Real Estate and Accumulated Depreciation (Continued)

The changes in total real estate assets for the years ended December 31, 2022 and 2021 are as follows:

(in thousands)

6 unchanged sentences

Balance at end of period $ 637,871 $ 458,214

Articles of Amendment and Restatement of the Registrant (Filed as exhibit to Form 8-K, filed on August 8, 2016).

Articles of Supplementary of the Registrant dated September 16, 2016 (Filed as exhibit to Form 8-K, filed on September 20, 2016).

Articles of Supplementary of the Registrant dated December 1, 2016 (Filed as exhibit to Form 8-K, filed on December 5, 2016).

Articles of Amendment and Restatement, effective March 31, 2017 (Filed as exhibit to Form 8-K, filed on April 3, 2017).

Agreement and Plan of Merger, dated as of March 2, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P.(Filed as an exhibit to Form 8-K, filed on March 7, 2022).

First Amendment to Merger Agreement, dated as of April 19, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc., and Cedar Realty Trust Partnership, L.P.

(Filed as an exhibit to Form 10-Q, filed on May 11, 2022).

Second Amendment to Merger Agreement, entered into as of August 9, 2022 by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc.

and Cedar Realty Trust Partnership, L.P.

(Filed as an exhibit to Form 8-K, filed on August 25, 2022) .

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

filed with SDAT on August 5, 2016 (Filed as exhibit to Form 8-K, filed on August 8, 2016).

Articles Supplementary of Wheeler Real Estate Investment Trust, Inc.

filed with SDAT on September 16, 2016 (Filed as exhibit to Form 8-K, filed on September 20, 2016).

Articles Supplementary of Wheeler Real Estate Investment Trust, Inc.

filed with SDAT on December 1, 2016 (Filed as exhibit to Form 8-K, filed on December 5, 2016).

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on March 31 , 2017 (Filed as exhibit to Form 8-K, filed on April 3, 2017).

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

(Filed as exhibit to Form 8-K, filed on May 29, 2020).

Amended and Restated Bylaws of Registrant (Filed as exhibit to Form S-11/A (Registration No.

333-177262) previously filed on February 14, 2012 pursuant to the Securities Act of 1933).

filed with SDAT on May 29, 2016 (Filed as exhibit to Form 8-K, filed on May 29, 2020).

Certificate of Correction of Articles Supplementary of Wheeler Real Estate Investment Trust, Inc.

filed with SDAT on May 3, 2018 (Filed as exhibit to Form 8-K, filed on May 4, 2018).

Articles Supplementary of Wheeler Real Estate Investment Trust, Inc.

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

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

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

Bylaws of Wheeler Real Estate Investment Trust, Inc., as amended (Filed as exhibit to Form 8-K, filed on May 29, 2020).

Certificate of Correction of Articles Supplementary (Filed as exhibit to Form 8-K, filed on May 4, 2018).

Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P.

(Filed as exhibit to Form S-11 (Registration No.

333-198245) previously filed on August 20, 2014 pursuant to the Securities Act of 1933).

333-198245) filed on August 20, 2014 pursuant to the Securities Act of 1933).

Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P.

10 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).

Form of Certificate of Series B Preferred Stock of Registrant (Filed as exhibit to Form S-11/A (Registration No.

333-194831) previously filed on April 23, 2014 pursuant to the Securities Act of 1933).

Form of Certificate of Series D Preferred Stock of the Registrant (Filed as exhibit to Form 8-K, filed on September 20, 2016).

Form of Certificate of Common Stock of Wheeler Real Estate Investment Trust, Inc.

(Filed as exhibit to Form 8-K, filed on April 3, 2017) .

Form of Certificate of Series B Preferred Stock of Wheeler Real Estate Investment Trust, Inc.

(Filed as exhibit to Form S-11/A (Registration No.

333-194831), filed on April 23, 2014 pursuant to the Securities Act of 1933) .

Form of Certificate of Series D Preferred Stock of Wheeler Real Estate Investment Trust, Inc.

(Filed as exhibit to Form 8-K, filed on September 20, 2016).

Description of Securities (Filed herewith).

10 unchanged sentences

Andrew Franklin (Filed as exhibit to Form 8-K, filed on February 20, 2018).

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

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 ).

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

3 unchanged sentences

Registration Rights Agreement dated March 12, 2021, (Filed as an exhibit to Form 8-K, filed on March 12, 2021).

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 ).

Term Loan Agreement dated June 17, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto.

(Filed as an exhibit to Form 8-K, filed on June 21, 2022).

Loan Agreement dated July 6, 2022 between CITI REAL ESTATE FUNDING INC and the Borrowers party thereto.

(Filed as an exhibit to Form 8-K, filed on July 8 , 2022) .

Loan Agreement dated August 22, 2022, between KEYBANK NATIONAL ASSOCIATION and the Borrowers party thereto.

(Filed as an exhibit to Form 8-K, filed on August 25, 2022).

Guaranty, dated August 22,2022, made by Wheeler Real Estate Investment Trust, Inc.

(Filed as an exhibit to Form 8-K, filed on August 25, 2022) .

Environmental Compliance and Indemnity Agreement, dated as of August 22, 2022, made by Wheeler Real Estate Investment Trust, Inc., Cedar Realty Trust, Inc., Cedar Realty Trust Partnership, L.P., and certain subsidiaries of Cedar Realty Trust Partnership, L.P.

(Filed as an exhibit to Form 8-K, filed on August 25, 2022) .

Limited Recourse Indemnity Agreement made by Wheeler REIT, L.P.

in favor of Guggenheim Real Estate, LLC as of October 28, 2022 (Filed as an exhibit to Form 8-K, filed on October 31, 2022).

Term Loan Agreement, dated as of October 28, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto (Filed as an exhibit to Form 8-K, filed on October 31, 2022).

Subsidiaries of Registrant (Filed herewith).

20 unchanged sentences

Andrew Franklin

Chief Executive Officer

Chief Executive Officer and President

(Principal Executive Officer)

2 unchanged sentences

(Principal Financial Officer and Principal Accounting Officer)

February 28, 2022

March 2, 2023

POWER OF ATTORNEY

4 unchanged sentences

ANDREW FRANKLIN

CEO and President February 28, 2022

CEO and President March 2, 2023

Andrew Franklin (Principal Executive Officer)

/S/ CRYSTAL PLUM

Chief Financial Officer February 28, 2022

Chief Financial Officer March 2, 2023

Crystal Plum (Principal Financial Officer and Principal Accounting Officer)

/S/ STEFANI D.

CARTER Chair of Board February 28, 2022

CARTER Chair of Board March 2, 2023

/S/ SAVERIO M FLEMMA

Director February 28, 2022

Director March 2, 2023

Saverio M Flemma

/S/ MICHELLE D.

Director February 28, 2022

Director March 2, 2023

/S/ JOSEPH D.

Director February 28, 2022

BORRACK Director February 28, 2022

Director March 2, 2023

/S/ MEGAN PARISI

Director March 2, 2023

BORRACK Director March 2, 2023

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