Wheeler Real Estate Investment Trust, Inc. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2023, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. 25 Our internal control over financial reporting is evaluated on a regular basis by personnel in our organization. The overall goals of these various evaluation activities are to monitor our internal control over financial reporting and to make modifications as necessary, as disclosure and internal controls are intended to be dynamic systems that change (including improvements and corrections) as conditions warrant. Management conducted an assessment of the effectiveness of our company’s internal control over financial reporting as of December 31, 2023, utilizing the framework established in “INTERNAL CONTROL-INTEGRATED FRAMEWORK” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, management has determined that our internal controls over financial reporting as of December 31, 2023 were effective. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm in accordance with SEC rules. Item 9B. Other Information. During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Except as set forth below, the information required by this Item 10 of Part III will be contained in the Company’s definitive proxy statement for the 2023 Annual Meeting (our “Proxy Statement”) and is incorporated herein by reference. The Company has adopted a Code of Business Conduct and Ethics applicable to the directors, officers and employees. A copy of that code is available on the Company’s corporate website, which does not form a part of this Annual Report on Form 10-K. We intend to post any amendments to such code, or any waivers of its requirements, on our website. The Code of Business Conduct and Ethics is available at ir.whlr.us under "Governance - Governance Documents". Item 11. Executive Compensation. The information required by this Item 11 of Part III will be contained in our Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Except as set forth below, the information required by this Item 12 of Part III will be contained in the Company’s Proxy Statement and is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans 26 The following table sets forth information as of December 31, 2023 regarding our equity compensation plans and the Common Stock we may issue under the plans. Equity Compensation Plan Information Table Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by stockholders (1) 1,500 (2) — 15,381 Equity compensation plans not approved by stockholders — — — Total 1,500 — 15,381 (1) Includes our 2015 and 2016 Long-Term Incentive Plans, which authorized a maximum of 12,500 and 62,500 shares, respectively, of our Common Stock for issue. Awards are granted by the Compensation Committee. (2) Includes 1,500 performance awards assuming maximum payout (as a result, this aggregate reported number may overstate actual dilution). Performance awards are not taken into account in the weighted-average exercise price as such awards have no exercise price. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item 13 of Part III will be contained in the Company’s Proxy Statement and incorporated herein by reference Item 14. Principal Accounting Fees and Services. The information by this Item 14 of Part III will be contained in the Company’s Proxy Statement and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules. (a)(1). Financial Statements . The financial statements filed as a part of this Annual Report on Form 10-K are as follows: Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 677 ) 28 Consolidated Balance Sheets 30 Consolidated Statements of Operations 31 Consolidated Statements of Equity 32 Consolidated Statements of Cash Flows 33 Notes to Consolidated Financial Statements 34 (a)(2). Financial Statement Schedules . • Schedule II- Valuation and Qualifying Accounts • Schedule III- Real Estate and Accumulated Depreciation All other financial statement schedules have been omitted because the required information of such schedules is not present, is not present in amounts sufficient to require a schedule or is included in the consolidated financial statements. (a)(3). Exhibits . See the Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference. 27 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Virginia Beach, Virginia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Wheeler Real Estate Investment Trust, Inc. and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes and schedules (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended, December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of Real Estate for Impairment Description of Matter At December 31, 2023, the Company’s net real estate totaled $565.1 million. As more fully described in Note 2 to the consolidated financial statements, the Company evaluates its real estate investments for impairment whenever events or changes in circumstances indicate that the carrying value of a real estate investment may not be recoverable. Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of a real estate investment may not be recoverable. Auditing the Company’s impairment assessment involved subjectivity due to the estimation required to assess significant assumptions utilized in the recoverability of the real estate based on undiscounted operating income and residual values, such as assumptions related to renewal and renegotiations of current leases, estimates of new leases on vacant spaces, and estimates of operating costs. 28 How We Addressed the Matter in Our Audit To test the Company’s evaluation of net real estate for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used in the analysis. We compared the recoverability calculated to the remaining net book value of the assets to ensure recoverability for the properties’ remaining useful lives. We compared the significant assumptions used by management to relevant market information and other applicable sources. As part of our evaluation, we performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related property that would result from changes in the assumptions. Derivative Liabilities Description of Matter At December 31, 2023, the Company had convertible notes with an outstanding principal balance of $31.5 million and 106,171 common stock warrants. Calculations and accounting for the notes payable and embedded conversion features as well as the warrants require management’s judgments related to initial and subsequent recognition, use of a valuation model, and determination of the appropriate inputs used in the selected valuation model. As more fully described in Note 7 to the consolidated financial statements, the Company utilizes a multinomial lattice model valuation technique in measuring the fair value of the notes’ conversion features and the Black-Scholes valuation method in measuring the fair value of the warrants. Auditing management’s valuations of the derivative liabilities was challenging due to the complexity of valuation model and the inputs that are highly sensitive to changes such as the common stock market price, volatility, risk free rates, and yields. How We Addressed the Matter in Our Audit To test the accounting for the derivative liabilities resulting from the issuance of warrants and convertible notes, our audit procedures included, among others, inspection of the contracts, and testing completeness and accuracy of the data used as well as management’s application of the relevant accounting guidance. We also involved our valuation specialists to evaluate the Company’s determination of the fair value of the derivative liabilities, including testing the appropriateness of the methodology used and assessing the reasonableness of the underlying inputs. /s/ Cherry Bekaert LLP We have served as the Company’s auditor since 2012. Virginia Beach, Virginia March 5, 2024 29 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except par value and share data) December 31, 2023 2022 ASSETS: Real estate: Land and land improvements $ 149,908 $ 144,537 Buildings and improvements 510,812 494,668 660,720 639,205 Less accumulated depreciation ( 95,598 ) ( 78,225 ) Real estate, net 565,122 560,980 Cash and cash equivalents 18,404 28,491 Restricted cash 21,403 27,374 Receivables, net 13,126 13,544 Investment securities - related party 10,685 — Above market lease intangibles, net 2,114 3,134 Operating lease right-of-use assets 9,450 15,133 Deferred costs and other assets, net 28,028 35,880 Total Assets $ 668,332 $ 684,536 LIABILITIES: Loans payable, net $ 477,574 $ 466,029 Below market lease intangible, net 17,814 23,968 Derivative liabilities 3,653 7,111 Operating lease liabilities 10,329 16,478 Series D Preferred Stock redemptions 369 — Accounts payable, accrued expenses and other liabilities 17,065 18,398 Total Liabilities 526,804 531,984 Commitments and contingencies (Note 8) Series D Cumulative Convertible Preferred Stock 96,705 101,518 EQUITY: Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding; $ 0.6 million in aggregate liquidation value) 453 453 Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 3,379,142 shares issued and outstanding; $ 84.5 million aggregate liquidation preference) 44,998 44,911 Common Stock ($ 0.01 par value, 200,000,000 shares authorized, 53,769,787 and 979,396 shares issued and outstanding, respectively) 538 10 Additional paid-in capital 257,572 235,081 Accumulated deficit ( 324,854 ) ( 295,617 ) Total Stockholders’ Deficit ( 21,293 ) ( 15,162 ) Noncontrolling interests 66,116 66,196 Total Equity 44,823 51,034 Total Liabilities and Equity $ 668,332 $ 684,536 See accompanying notes to audited consolidated financial statements. 30 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except share and per share data) Years Ended December 31, 2023 2022 REVENUE: Rental revenues $ 100,332 $ 75,195 Other revenues 1,993 1,450 Total Revenue 102,325 76,645 OPERATING EXPENSES: Property operations 34,870 25,731 Depreciation and amortization 28,502 19,540 Impairment of assets held for sale — 760 Corporate general & administrative 11,750 8,620 Total Operating Expenses 75,122 54,651 Gain on disposal of properties 2,204 2,604 Operating Income 29,407 24,598 Interest income 484 65 Gain on investment securities, net 685 — Interest expense ( 32,314 ) ( 30,107 ) Net changes in fair value of derivative liabilities 3,458 ( 2,335 ) Gain on preferred stock redemptions 9,893 — Other expense ( 5,482 ) ( 691 ) Net Income (Loss) Before Income Taxes 6,131 ( 8,470 ) Income tax expense ( 48 ) — Net Income (Loss) 6,083 ( 8,470 ) Less: Net income attributable to noncontrolling interests 10,770 3,984 Net Loss Attributable to Wheeler REIT ( 4,687 ) ( 12,454 ) Preferred Stock dividends - undeclared ( 9,262 ) ( 9,056 ) Deemed distribution related to preferred stock redemptions ( 15,288 ) — Net Loss Attributable to Wheeler REIT Common Stockholders $ ( 29,237 ) $ ( 21,510 ) Loss per share: Basic and Diluted $ ( 4.57 ) $ ( 22.04 ) Weighted-average number of shares: Basic and Diluted 6,400,490 976,070 See accompanying notes to audited consolidated financial statements. 31 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Statements of Equity (in thousands, except share data) Series A Series B Preferred Stock Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ (Deficit) Equity Noncontrolling Interest Shares Value Shares Value Shares Value Operating Partnership Consolidated Subsidiary Total Total Equity Balance, December 31, 2021 562 $ 453 1,872,448 $ 41,189 972,053 $ 10 $ 234,316 $ ( 274,107 ) $ 1,861 $ 1,941 $ — $ 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 ) 303 — 104 — — — — — — Conversion of Operating Partnership units to Common Stock — — — — 7,040 — 161 — 161 ( 161 ) — ( 161 ) — Adjustment for noncontrolling interest in operating partnership — — — — — — 500 — 500 ( 500 ) — ( 500 ) — 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 64,845 Dividends and distributions — — — — — — — ( 9,056 ) ( 9,056 ) — ( 3,913 ) ( 3,913 ) ( 12,969 ) Net (Loss) Income — — — — — — — ( 12,454 ) ( 12,454 ) 71 3,913 3,984 ( 8,470 ) Balance, December 31, 2022 562 453 3,379,142 44,911 979,396 10 235,081 ( 295,617 ) ( 15,162 ) 1,351 64,845 66,196 51,034 Accretion of Series B Preferred Stock discount — — — 87 — — — — 87 — — — 87 Conversion of Series D Preferred Stock to Common Stock — — — — 625 — 140 — 140 — — — 140 Conversion of Operating Partnership units to Common Stock — — — — 1,141 — 57 — 57 ( 57 ) — ( 57 ) — Adjustment for noncontrolling interest in operating partnership — — — — — — 41 — 41 ( 41 ) — ( 41 ) — Redemption of Series D Preferred Stock to Common Stock — — — — 52,788,687 528 22,253 — 22,781 — — — 22,781 Adjustment of Series D Preferred Stock to redemption value — — — — — — — ( 15,288 ) ( 15,288 ) — — — ( 15,288 ) Redemption of fractional units as a result of reverse stock split — — — — ( 62 ) — — — — — — — — Dividends and distributions — — — — — — — ( 9,262 ) ( 9,262 ) — ( 10,752 ) ( 10,752 ) ( 20,014 ) Net (Loss) Income — — — — — — — ( 4,687 ) ( 4,687 ) 18 10,752 10,770 6,083 Balance, December 31, 2023 562 $ 453 3,379,142 $ 44,998 53,769,787 $ 538 $ 257,572 $ ( 324,854 ) $ ( 21,293 ) $ 1,271 $ 64,845 $ 66,116 $ 44,823 (1) See Notes 1, 2 and 3 of the Notes to the audited consolidated financial statements for further details. See accompanying notes to audited consolidated financial statements. 32 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2023 2022 OPERATING ACTIVITIES: Net income (loss) $ 6,083 $ ( 8,470 ) Adjustments to reconcile consolidated net income (loss) to net cash from operating activities Depreciation and amortization 28,502 19,540 Deferred financing cost amortization 2,860 6,098 Changes in fair value of derivative liabilities ( 3,458 ) 2,335 Above (below) market lease amortization, net ( 4,849 ) ( 2,079 ) Paid-in-kind interest 3,908 3,739 Loss on repurchase of debt securities 1,647 — Gain on preferred stock redemptions ( 9,893 ) — Unrealized gain on investment securities, net ( 685 ) — Straight-line expense ( 10 ) 32 Gain on disposal of properties ( 2,204 ) ( 2,604 ) Credit losses on operating lease receivables 522 361 Impairment of assets held for sale — 760 Net changes in assets and liabilities Receivables, net ( 103 ) ( 1,961 ) Deferred costs and other assets, net ( 2,745 ) 4,381 Accounts payable, accrued expenses and other liabilities 1,359 8,626 Net cash provided by operating activities 20,934 30,758 INVESTING ACTIVITIES: Investment property acquisitions ( 4,259 ) ( 135,510 ) Expenditures for real estate improvements ( 20,021 ) ( 8,511 ) Purchase of investment securities ( 10,000 ) — Cash received from disposal of properties 2,759 10,509 Net cash used in investing activities ( 31,521 ) ( 133,512 ) FINANCING ACTIVITIES: Payments for deferred financing costs ( 4,440 ) ( 12,683 ) Dividends and distributions paid on noncontrolling interests ( 10,752 ) ( 2,688 ) Loan proceeds 123,230 400,000 Loan principal payments ( 108,635 ) ( 263,815 ) Repurchase of debt securities ( 3,116 ) — Loan payment penalty ( 1,758 ) ( 2,614 ) Net cash (used in) provided by financing activities ( 5,471 ) 118,200 (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 16,058 ) 15,446 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 55,865 40,419 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 39,807 $ 55,865 Supplemental Disclosure: The following table provides a reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 18,404 $ 28,491 Restricted cash 21,403 27,374 Cash, cash equivalents, and restricted cash $ 39,807 $ 55,865 See accompanying notes to audited consolidated financial statements. 33 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Organization and Basis of Presentation and Consolidation Wheeler Real Estate Investment Trust, Inc. is a Maryland corporation formed on June 23, 2011. The Trust serves as the general partner of the Operating Partnership, which was formed as a Virginia limited partnership on April 5, 2012. At December 31, 2023, the Company owned 99.13 % of the Operating Partnership. As of December 31, 2023, 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. Accordingly, the use of the word "Company", "we," "our" or "us" refers to the Trust and its consolidated subsidiaries, except where the context otherwise requires. The Company includes the Trust, the Operating Partnership, the entities included in the REIT formation and the entities acquired since November 2012. The Company prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. All material balances and transactions between the consolidated entities of the Company have been eliminated. 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 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. The Company’s tenants carry goods and offer services that are less impacted by fluctuations in the broader U.S. economy and consumers’ disposable income, which it believes generates more predictable property-level cash flows. The Trust through the Operating Partnership owns Wheeler Interests, LLC ("WI") and Wheeler Real Estate, LLC ("WRE") (WRE and, together with WI, the "Operating Companies"). The Operating Companies are Taxable REIT Subsidiaries ("TRS") to accommodate serving the Non-REIT Properties since applicable REIT regulations consider the income derived from these services to be “bad” income subject to taxation. The regulations allow for costs incurred by the Company commensurate with the services performed for the Non-REIT Properties to be allocated to a TRS. 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, 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. 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 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 FASB, Accounting Standards Codification ("ASC"), and we evaluated such entity under the voting model and concluded we should consolidate the entity. Under the voting model, we consolidate the 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. 34 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies Real Estate Investments The Company records investment properties and related intangibles at fair value upon acquisition. Investment properties include both acquired and constructed assets. Improvements and major repairs and maintenance are capitalized when the repair and maintenance substantially extends the useful life, increases capacity or improves the efficiency of the asset. All other repair and maintenance costs are expensed as incurred. The Company allocates the purchase price of acquisitions to the various components of the asset based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, the Company may utilize third party valuation specialists. These components typically include buildings, land and any intangible assets related to out-of-market leases, tenant relationships and in-place leases the Company determines to exist. 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 property. Factors considered by management in the analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases, tenant relationships and in-place lease value are recorded at fair value as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. The Company records depreciation on buildings and improvements utilizing the straight-line method over the estimated useful life of the asset, generally 5 to 40 years. The Company reviews depreciable lives of investment properties periodically and makes adjustments to reflect a shorter economic life, when necessary. Tenant allowances, tenant inducements and tenant improvements are amortized utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. Amounts allocated to buildings are depreciated over the estimated remaining life of the acquired building or related improvements. The Company amortizes amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The Company also estimates the value of other acquired intangible assets, if any, and amortizes them over the remaining life of the underlying related intangibles. The Company reviews investment properties for impairment on a property-by-property basis or whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. The Company measures any impairment of investment property when the estimated undiscounted future operating income before depreciation and amortization, plus its residual value, is less than the carrying value of the property. Estimated undiscounted operating income before depreciation and amortization include renewal and renegotiations of current leases, estimates of new leases on vacant spaces, estimates of operating costs and fluctuating market conditions. The renewal and renegotiations of leases in some cases must be approved by additional third parties outside the control of the Company and the tenant. If such renewed or renegotiated leases are approved at amounts below current estimates, then impairment adjustments may be necessary in the future. To the extent impairment has occurred, the Company charges to income the excess of the carrying value of the property over its estimated fair value. The Company estimates fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects for vacant spaces and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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 35 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (continued) 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. The Company estimates fair value, less estimated closing costs, based on similar real estate sales transactions. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. See Note 3 for additional details on impairment of assets held for sale for the years ended December 31, 2023 and 2022. Assets held for sale are presented as discontinued operations in all periods presented if the disposition represents a strategic shift that has, or will have, a major effect on the Company's financial position or results of operations. This includes the net gain (or loss) upon disposal of property held for sale, the property's operating results, depreciation and interest expense. Conditional Asset Retirement Obligation A conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement depends on a future event that may or may not be within the Company’s control. Currently, the Company does not have any conditional asset retirement obligations. However, any such obligations identified in the future would result in the Company recording a liability if the fair value of the obligation can be reasonably estimated. Environmental studies conducted at the time the Company acquired its properties did not reveal any material environmental liabilities, and the Company is unaware of any subsequent environmental matters that would have created a material liability. The Company believes that its properties are currently in material compliance with applicable environmental, as well as non-environmental, statutory and regulatory requirements. The Company did no t record any conditional asset retirement obligation liabilities as of December 31, 2023 and 2022. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents consist primarily of bank operating accounts and money markets. Financial instruments that potentially subject the Company to concentrations of credit risk include its cash and cash equivalents and its trade accounts receivable. 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 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. The Company's loss in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. Tenant Receivables Tenant receivables include base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit-worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. The Company’s standard lease form considers a rent charge past due after five days . A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. Above and Below Market Lease Intangibles, net The Company determines the above and below market lease intangibles upon acquiring a property. Above and below market lease intangibles are amortized over the life of the respective leases. Amortization of above and below market lease intangibles is recorded as a component of rental revenues. 36 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (continued) Deferred Costs and Other Assets, net The Company’s deferred costs and other assets consist primarily of leasing commissions, leases in place, capitalized legal and marketing costs, tenant relationships and ground lease sandwich interest intangibles associated with acquisitions. The Company’s lease origination costs consist primarily of the portion of property acquisitions allocated to lease originations and commissions paid to third parties in connection with lease originations. The Company generally records amortization of lease origination costs on a straight-line basis over the terms of the related leases. Amortization of deferred costs and other assets represents a component of depreciation and amortization expense. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants and convertible notes, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations . The assumptions used in these fair value estimates are based on the three-level valuation hierarchy for fair value measurement and represent Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Debt Issuance Costs The Company may incur debt issuance costs in connection with raising funds through debt. These costs may be paid in the form of cash, or equity (such as warrants and convertible notes). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt issuance costs are presented as a direct deduction from the carrying value of the associated debt liability in the consolidated balance sheets. Series D Preferred Stock The Series D Preferred Stock was initially classified as mezzanine equity because the redemption provisions were conditional upon the occurrence of an event that was not certain. The Series D Preferred Stock was valued at net proceeds plus accrued and unpaid dividends. In 2023, this event became certain and in accordance with ASC 480, the Series D Preferred Stock was revalued at the redemption price which includes undeclared dividends, representing liquidation value. The adjustment to liquidation value was recognized in accumulated deficit as an adjustment to redemption value. Additionally, in accordance with ASC 480, as holders exercise their redemption rights the Series D Preferred Stock becomes mandatorily redeemable and the liquidation value of their exercise is classified as a liability. Operating Partnership Purchase of Stock The Operating Partnership purchased 71,343 shares of the Series D Preferred Stock on September 22, 2020 from an unaffiliated investor at $ 15.50 per share. The Company considers the purchase of the REIT's equity securities to be retired in the consolidated financial statements. Revenue Recognition Lease Contract Revenue The Company has two classes of underlying assets relating to rental revenue activity, retail and office space. The Company retains substantially all of the risks and benefits of ownership of these underlying assets and accounts for these leases as operating leases. 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. Additionally, certain lease agreements 37 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (continued) 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. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses). This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. These reimbursements are considered nonlease components which the Company combines with the lease component. The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by the tenant's pro-rata percentage of square footage to total square footage of the property. The Company also receives payments for these reimbursements from substantially all its tenants throughout the year. The Company recognizes tenant reimbursements as variable lease income. Additionally, the Company has tenants who pay real estate taxes directly to the taxing authority. The Company excludes these Company costs paid directly by the tenant to third parties on the Company’s behalf from both variable revenue payments recognized and the associated property operating expenses. The Company does not evaluate whether certain sales taxes and other similar taxes are the Company’s costs or tenants' costs. Instead, the Company accounts for these costs as tenant costs. The Company recognizes lease termination fees, which are included in "other revenues" on the consolidated statements of operations, in the year that the lease is terminated and collection of the fee is reasonably assured. Upon early lease termination, the Company records losses related to unrecovered intangibles and other assets. Segment Information The Company’s primary business is the ownership and operation of grocery-anchored shopping centers. The Company reviews operating and financial information for each property on an individual basis and, accordingly, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, which consists of rental income and other property income, less operating expenses and real estate taxes. The Company has no operations outside of the United States of America. Therefore, the Company has aggregated its properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in similar markets, and have similar tenant mixes. Income Taxes The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the Company to distribute at least 90 % of its taxable income to stockholders and meet certain other asset and income tests, as well as other requirements. If the Company fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it fails to qualify. If the Company loses its REIT status it could not elect to be taxed as a REIT for five years unless the Company’s failure to qualify was due to reasonable cause and certain other conditions were satisfied. Management has evaluated the effect of the guidance provided by generally accepted accounting principles on Accounting for Uncertainty of Income Taxes and has determined that the Company had no uncertain income tax positions . Financial Instruments The carrying amount of financial instruments included in assets and liabilities approximates fair market value due to their immediate or short-term maturity. Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported periods. The Company’s actual results could differ from these estimates. Other Expense 38 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (continued) Other expense represents expenses which are non-operating in nature. Other expenses were $ 5.5 million for the year ended December 31, 2023, which consists of capital structure transaction costs. Other expenses were $ 0.7 million for the year ended December 31, 2022, which consisted of legal settlement costs. Lease Commitments The Company determines if an arrangement is a lease at inception. Operating leases, in which the Company is the lessee, are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on our consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets include any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend the lease when it is reasonably certain that the company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elects the practical expedient to combine lease and associated nonlease components. The lease components are the majority of its leasing arrangements and the Company accounts for the combined component as an operating lease. In the event the Company modifies existing ground leases or enters into new ground leases, such leases may be classified as finance leases. Noncontrolling Interests 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. Accordingly, noncontrolling interests have been reported in equity on the consolidated balance sheets but separate from the Company’s equity. On the consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the 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. 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). The noncontrolling interest percentage is calculated at any point in time by dividing the number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional units are issued or as units are exchanged for the Company’s $ 0.01 par value per share common stock ("Common Stock"). 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 $ 10.8 million and $ 3.9 million as of December 31, 2023 and 2022, respectively, and are included as an increase to net loss attributable to Wheeler REIT Common Stockholders on the consolidated statements of operations. Reclassifications The Company has reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net loss. All per share 39 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 2. Summary of Significant Accounting Policies (continued) amounts, common units and shares outstanding, warrants, and conversion features of the Convertible Notes for all periods presented reflect our one-for-ten Reverse Stock Split, which was effective August 17, 2023. Supplemental Consolidated Statements of Cash Flows Information For the Years Ended December 31, 2023 2022 (in thousands) Non-Cash Transactions: Conversion of common units to Common Stock $ 57 $ 160 Conversion of Series B Preferred Stock to Common Stock $ — $ 104 Conversion of Series D Preferred Stock to Common Stock $ 140 $ — Accretion of Preferred Stock discounts $ 460 $ 584 Accretion of Preferred stock to liquidation preference $ 15,288 $ — Redemption of Series D Preferred Stock to Common Stock $ ( 33,044 ) $ — Buildings and improvements included in accounts payable, accrued expenses and other liabilities $ 1,047 $ 238 Other Cash Transactions: Cash paid for taxes $ 48 $ — Cash paid for amounts included in the measurement of operating lease liabilities $ 1,001 $ 956 Cash paid for interest $ 25,216 $ 19,957 Recently Issued Accounting Pronouncements In November 2023, the FASB issued guidance which requires disclosure of incremental segment information on both an annual and interim basis. The guidance will require that the Company continue to disclose existing segment information required by FASB Accounting Standards Codification Topic 280, as well as significant segment expenses and other segment items that are regularly provided to the chief operating decision maker ("CODM"). The Company will also be required to disclose the title and position of the CODM and how the CODM uses reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The guidance will be effective for the Company's fiscal year beginning on January 1, 2024 and interim periods within the Company's fiscal year beginning on January 1, 2025. The Company is currently in the process of evaluating the guidance, but does not believe it will have a material effect on the Company's consolidated financial statements. Other accounting standards that have been recently 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. 40 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 3. Real Estate A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans. Accordingly, restrictions exist as to the encumbered property’s transferability, use and other common rights typically associated with property ownership. The Company’s depreciation expense on investment properties was $ 18.1 million and $ 13.5 million for the years ended December 31, 2023 and 2022, respectively. St. George Plaza Land Acquisition On February 21, 2023, the Company purchased a 2.5 acre land parcel adjacent to St. George Plaza, located in St. George, South Carolina, for $ 0.2 million. Devine Street Land Acquisition On August 18, 2023, the Company purchased a 3.25 acre land parcel within Devine Street, located in Columbia, South Carolina, for $ 4.1 million. The Devine Street Land Acquisition terminated the Company's ground lease associated with this property. Assets Held for Sale, Impairment and Dispositions Impairment expenses on assets held for sale are a result of reducing the carrying value for the amount that exceeded the property's fair value less estimated selling costs. The valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 inputs. No impairment expense was recorded for the year ended December 31, 2023. Impairment expense was $ 0.8 million for the year ended December 31, 2022 resulting from reducing the carrying value of an approximately 5 acre land parcel held by Harbor Point Associates, LLC, a wholly-owned subsidiary of the Company (the "Harbor Point Land Parcel"). The Harbor Point Land Parcel did not meet the requirements to be classified as held for sale at December 31, 2023 or 2022. The following properties were sold during the years ended December 31, 2023 and 2022 (in thousands): Disposal Property Contract Price Gain (Loss) Net Proceeds July 11, 2023 Carll's Corner Outparcel $ 3,000 $ 2,204 $ 2,759 December 9, 2022 Butler Square 9,250 2,619 8,723 January 11, 2022 Walnut Hill Plaza 1,986 ( 15 ) 1,786 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 (the “Cedar Common Stock”), and the issued and outstanding common units of Cedar OP held by persons other than Cedar for an aggregate of $ 135.5 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 Accounting Standards Update ("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): 41 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 3. 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: (f) Cash merger consideration $ 130,000 Capitalized acquisition costs 5,510 $ 135,510 a. 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: i. the market approach valuation methodology for land by considering similar transactions in the markets; ii. 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; and iii. the cost approach valuation methodology for site and tenant improvements, including replacement costs and prevailing quoted market rates. b. Represents the purchase price allocation of lease intangibles and other assets. Lease intangibles include in place leases. The income approach was used to determine the allocation of these intangible assets which included estimated market rates and expenses. c. 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. d. Represents the purchase price allocation of the lease liability and corresponding right of use asset associated with a ground lease expiring in 2071. The Company used an incremental borrowing rate of 5.25 % for the purpose of calculating the lease liability. e. Represents the fair market value of Cedar's outstanding 7.25 % Series B Preferred Stock and 6.50 % Series C Preferred Stock. f. Represents merger consideration and capitalized transaction costs. 42 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 4. Investments Securities - Related Party On June 1, 2023, the Company subscribed for an investment in the amount of $ 3.0 million for limited partnership interests in Stilwell Activist Investments, L.P., a Delaware limited partnership (“SAI”). On September 1, 2023, and November 30, 2023, the Company subscribed for additional investments each in the amount of $ 3.5 million for limited partnership interests in SAI. The investment objective of SAI is to seek long-term capital appreciation through investing primarily in publicly-traded undervalued financial institutions or businesses with a strong financial component, or the securities of any of them, and pursuing an activist shareholder agenda with respect to those institutions. Stilwell Value LLC ("Value") is the general partner of SAI. Joseph Stilwell, a member of the Company's Board of Directors, is the managing member of Value and a limited partner in funds advised by Value. Additionally, E.J. Borrack, a member of the Board of Directors, serves as the General Counsel to Value and its affiliated entities, including SAI and related funds, and is a limited partner in one of the funds advised by Value. Megan Parisi, a member of the Company’s Board of Directors, serves as the Director of Communications to Value and its affiliated entities, including SAI and related funds, is a non-managing member of Value and is a limited partner in one of the funds advised by Value. The Company’s initial subscription in SAI was approved by the disinterested directors of the Company, and, after the formation of the Related Person Transactions Committee, the further subscriptions in SAI were approved by that Committee. A portion of SAI's underlying investments are in the Company's own equity and debt securities. SAI records investment transactions based on trade date. Realized gains and losses from investment transactions are determined on a specific identification basis. Dividend income, net of withholding taxes, and dividend expense are recognized on the ex-dividend date, and interest income and expense are recognized on an accrual basis. Discounts and premiums to the face amount of debt securities are accreted and amortized using the effective interest rate method over the lives of the respective debt securities. The Company may not withdraw its capital from SAI for a period of one year measured from the date of the Company's initial investment, subject to certain exceptions. In consideration for management, administrative and operational services, limited partners of SAI pay a management fee to an affiliate of Value each calendar quarter, in advance, equal to 0.25 % (an annualized rate of 1 %) of each limited partner’s capital account balance on the first day of such calendar quarter. In addition, as of the last day of each specified performance period, an incentive allocation of 20 % of the amount by which the “positive performance change,” if any, that has been credited to the capital account of a limited partner during such period exceeds any positive balance in such limited partner’s “carryforward account,” is debited from the limited partner’s capital account and is simultaneously credited to the capital account of Value. The Company’s SAI investment is accounted for under the equity method and measured at net asset value as a practical expedient and has not been classified within the fair value hierarchy. All gains and losses, realized and unrealized, and fees are recorded through "gain on investment securities, net" on the consolidated statements of operations. As of December 31, 2023, the fair value of the Company’s SAI investment was $ 10.7 million, which includes $ 10.0 million from subscriptions and $ 0.2 million in fees. Unrealized gains on investment securities , net of fees wer e $ 0.7 million for the year ended December 31, 2023. 5. Deferred Costs and Other Assets, net Deferred costs and other assets, net of accumulated amortization are as follows (in thousands): 43 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (continued) 5. Deferred Costs and Other Assets, net (continued) December 31, 2023 2022 Leases in place, net $ 16,663 $ 24,956 Lease origination costs, net 7,461 7,165 Ground lease sandwich interest, net 1,119 1,393 Tenant relationships, net 280 500 Legal and marketing costs, net 278 389 Prepaid expenses 2,224 1,456 Other 3 21 Total deferred costs and other assets, net $ 28,028 $ 35,880 As of December 31, 2023 and 2022, the Company’s intangible accumulated amortization totaled $ 69.9 million and $ 62.4 million, respectively. During the years ended December 31, 2023 and 2022, the Company’s intangible amortization expense totaled $ 10.4 million and $ 6.1 million, respectively. 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 Lease origination costs, net Ground lease sandwich interest, net Tenant relationships, net Legal & marketing costs, net Total 2024 $ 5,045 $ 1,293 $ 274 $ 124 $ 82 $ 6,818 2025 3,522 1,161 274 62 60 5,079 2026 2,214 1,017 274 11 45 3,561 2027 1,782 908 274 11 31 3,006 2028 1,192 732 23 11 20 1,978 Thereafter 2,908 2,350 — 61 40 5,359 $ 16,663 $ 7,461 $ 1,119 $ 280 $ 278 $ 25,801 44 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 6. Loans Payable, net The Company’s loans payable consist of the following (in thousands, except monthly payment): Property/Description Monthly Payment Interest Rate Maturity December 31, 2023 December 31, 2022 Cypress Shopping Center $ 34,360 4.70 % July 2024 $ 5,769 $ 5,903 Conyers Crossing Interest only 4.67 % October 2025 5,960 5,960 Winslow Plaza $ 24,295 4.82 % December 2025 4,331 4,409 Tuckernuck $ 32,202 5.00 % March 2026 4,771 4,915 Chesapeake Square $ 23,857 4.70 % August 2026 4,014 4,106 Sangaree/Tri-County $ 32,329 4.78 % December 2026 5,990 6,086 Timpany Plaza Interest only 7.27 % September 2028 9,060 — Village of Martinsville $ 89,664 4.28 % July 2029 14,755 15,181 Laburnum Square Interest only 4.28 % September 2029 7,665 7,665 Rivergate (1) $ 100,222 4.25 % September 2031 17,557 18,003 Convertible Notes Interest only 7.00 % December 2031 31,530 33,000 Term loan, 22 properties Interest only 4.25 % July 2032 75,000 75,000 JANAF (2) Interest only 5.31 % July 2032 60,000 60,000 Cedar term loan, 10 properties Interest only 5.25 % November 2032 110,000 110,000 Patuxent Crossing/Coliseum Marketplace Interest only 6.35 % January 2033 25,000 25,000 Term loan, 12 properties Interest only 6.19 % June 2033 61,100 — Term loan, 8 properties Interest only 6.24 % June 2033 53,070 — Term loans - fixed interest rate various 4.47 % (3) various — 107,219 Total Principal Balance 495,572 482,447 Unamortized deferred financing cost ( 17,998 ) ( 16,418 ) Total Loans Payable, net $ 477,574 $ 466,029 (1) In October 2026, the interest rate under this loan changes to a variable interest rate equal to the 5 year U.S. Treasury Rate plus 2.70 %, with a floor of 4.25 %. (2) Collateralized by JANAF properties. (3) Contractual interest rate weighted average. Walnut Hill Plaza Payoff In conjunction with the Walnut Hill Plaza sale, as detailed in Note 3, the Company made a $ 1.8 million principal paydown on the Walnut Hill Plaza loan. On February 17, 2022 the Company paid the remaining loan balance of $ 1.3 million in full. Term Loan Agreement, 22 properties On June 17, 2022, the Company entered into a term loan agreement (the “Term Loan Agreement, 22 properties”) with Guggenheim Real Estate, LLC, for $ 75.0 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 Term Loan Agreement, 22 properties proceeds were used to refinance eleven other loans, including paying $ 1.5 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 $ 60.0 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 other loans, including paying $ 1.2 million in defeasance. KeyBank-Cedar Loan Agreement On August 22, 2022, Cedar entered into a loan agreement with KeyBank National Association for $ 130.0 million (the “KeyBank-Cedar Loan Agreement”) 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 Cedar Term Loan Agreement, 10 properties (defined below) and the Patuxent Crossing/Coliseum Marketplace Loan Agreement (defined below). 45 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 6. Loans Payable, net (continued) Cedar Term Loan Agreement, 10 properties On October 28, 2022, Cedar entered into a loan agreement (the “Cedar Term Loan Agreement, 10 properties”) with Guggenheim Real Estate, LLC, for $ 110.0 million at a fixed rate of 5.25 % with interest-only payments due monthly. Wheeler REIT, L.P. provided a limited recourse indemnity in connection with the 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 Cedar Term Loan Agreement, 10 properties 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 $ 5.6 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 $ 25.0 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 released the remaining collateral under that agreement. Term Loan Agreement, 12 properties On May 5, 2023, the Company entered into the Term Loan Agreement, 12 properties for $ 61.1 million at a fixed rate of 6.194 % and interest-only payments due monthly through June 2025. Commencing in July 2025, until the maturity date of June 1, 2033, monthly principal and interest payments will be $ 0.4 million. Loan proceeds were used to refinance the loans on 12 properties, including $ 1.1 million in defeasance. Term Loan Agreement, 8 properties On May 18, 2023, the Company entered into the Term Loan Agreement, 8 properties for $ 53.1 million at a fixed rate of 6.24 % and interest-only payments due monthly through June 2028. Commencing in July 2028, until the maturity date of June 10, 2033, monthly principal and interest payments will be $ 0.3 million. Loan proceeds were used to refinance the loans on 8 properties, including $ 0.7 million in defeasance. Timpany Plaza Loan Agreement On September 12, 2023, the Company entered into the Timpany Plaza Loan Agreement for $ 11.6 million at a fixed rate of 7.27 % with interest-only payments due monthly for the first twelve months . Commencing on September 12, 2024, until the maturity date of September 12, 2028, 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. On the closing date, the Company received $ 9.1 million of the $ 11.6 million, and the remaining $ 2.5 million will be received upon the satisfaction of certain lease-related contingencies within one year of the agreement date. The Timpany Plaza Loan Agreement is collateralized by the Timpany Plaza shopping center. Debt Maturities The Company’s scheduled principal repayments on indebtedness as of December 31, 2023, are as follows (in thousands): 46 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 6. Loans Payable, net (continued) For the years ended December 31, 2024 $ 7,220 2025 12,313 2026 16,261 2027 3,048 2028 12,924 Thereafter 443,806 Total principal repayments and debt maturities $ 495,572 Convertible Notes The Company’s 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, at the Company's election: (a) in cash; (b) in shares of Series B Preferred; (c) in shares of Series D Preferred Stock; or (d) in any combination of (a), (b), and/or (c). For purposes of determining the value of Series B Preferred and Series D Preferred Stock paid as interest on the Convertible Notes, each share of Series B Preferred and Series D Preferred Stock 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 Stock, 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 . Interest expense on the Convertible Notes consists of the following (in thousands, except for shares): For the years ended December 31, Series B Preferred number of shares (1) Series D Preferred Stock number of shares (1) Convertible Note interest at 7 % coupon Fair value adjustment Interest expense 2023 — 306,380 $ 2,259 $ 1,649 $ 3,908 2022 1,511,541 — $ 2,310 $ 1,429 $ 3,739 (1) Shares issued as interest payment on Convertible Notes. On June 8, 2023, the Company paid down $ 0.6 million of the Convertible Notes through an open market purchase of 23,784 units totaling $ 1.2 million. On September 11, 2023, the Company paid down $ 0.9 million of the Convertible Notes through an open market purchase of 35,000 units totaling $ 1.9 million. As a result of these transactions the Company recognized a $ 1.6 million loss for the year ended December 31, 2023 which represents the fair value of the purchase over principal pay down. The loss is included in "other expense" on the consolidated statements of operations. 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 $ 62.50 per share of the Company’s Common Stock (the “Conversion Price”); provided, however, that if at any time after September 21, 2023, holders of the Series D Preferred Stock have required the Company to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, then the Conversion Price will be adjusted to the lower of (i) 55 % of the Conversion Price or (ii) a 45 % discount to the lowest price at which any Series D Preferred Stock was converted into the Common Stock. Upon a change of control, each Convertible Note will mandatorily convert into shares of the Company’s Common Stock equal to: (i) the principal amount of each Convertible Note divided by (ii) the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15 consecutive trading days ending on the third business day immediately preceding the date of such change of control, and (y) 0.55 . After January 1, 2024, the Company may redeem the Convertible Notes at any time (in whole or in part) at the Company's option at a redemption price equal to 100 % of the principal amount thereof plus accrued and unpaid interest as of the redemption date (the "Note Redemption Price"). The Note Redemption Price may be paid: (a) in cash; (b) in shares of Common Stock; or (c) in any combination of (a) and (b). As of December 5, 2023, the Conversion Price for the Convertible Notes was approximately $ 0.21 per share of the Company’s Common Stock (approximately 116.46 shares of Common Stock for each $ 25.00 of principal amount of the Convertible Notes being converted). 47 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 6. Loans Payable, net (continued) 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. Fair Value Measurements The fair value of the Company’s fixed rate secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturities. As of December 31, 2023 and December 31, 2022, the fair value of the Company’s fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, was $ 420.8 million and $ 429.1 million, respectively, and the carrying value of such loans, was $ 451.2 million and $ 440.2 million, respectively. The fair value of the Convertible Notes was estimated using available market information. As of December 31, 2023 and December 31, 2022, the fair value of the Convertible Notes, which were determined to be Level 1 within the valuation hierarchy, was $ 75.7 million and $ 40.9 million, respectively, and the carrying value, was $ 26.4 million and $ 25.8 million, respectively. 7. Derivative Liabilities Fair Value of Warrants The Company utilized the Black-Scholes valuation method to calculate the fair value of the warrants noted below. Significant observable and unobservable inputs include stock price, conversion price, risk-free rate, term, likelihood of an event of contractual conversion and expected volatility. The Black-Scholes valuation method simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. The warrants noted below contain terms and features that give rise to derivative liability classification. Warrants to purchase shares of common stock outstanding at December 31, 2023 and 2022 are as follows: Warrant Name Warrants Exercise Price Expiration Date Powerscourt Warrant 49,641 $ 31.20 12/22/2023 Wilmington Warrant Tranche A 51,020 $ 34.30 3/12/2026 Wilmington Warrant Tranche B 42,424 $ 41.25 3/12/2026 Wilmington Warrant Tranche C 12,727 $ 68.75 3/12/2026 In measuring the warrant liability, the Company used the following inputs: For the Years Ended December 31, 2023 2022 Common Stock price $ 0.31 $ 13.96 Weighted average contractual term to maturity 2.2 years 2.5 years Range of expected market volatility % 137.71 % 66.00 % - 72.88 % Range of risk-free interest rate 4.23 % 4.14 % - 4.68 % Fair Value of Conversion Features Related to Convertible Notes The Company identified certain embedded derivatives related to the conversion features of the Convertible Notes. In accordance with ASC 815-40, Derivatives and Hedging Activities , the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through each reporting date. The Company utilized a binomial lattice model to calculate the fair value of the embedded derivatives. 48 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 7. Derivative Liabilities (continued) Significant observable and unobservable inputs include conversion price, stock price, dividend rate, expected volatility, risk-free rate, optional conversion price and term. The b inomial lattice model is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. In measuring the embedded derivative liability, the Company used the following inputs: December 31, 2023 December 31, 2022 Conversion price $ 0.16 (1) $ 62.50 Common Stock price $ 0.31 $ 13.96 Contractual term to maturity 8.0 years 9.0 years Expected market volatility % 100.00 % 205.00 % Risk-free interest rate 3.90 % 3.87 % Traded WHLRL price % of par 240.00 % 120.50 % (1) Represents the volume weighted average of the Company's closing Common Stock price for the 10 trading days preceding the valuation date of December 31, 2023, less a discount of 45 %. The following table sets forth a summary of the changes in fair value of the Company's derivative liabilities, which include both the warrant and embedded derivative liabilities (in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Balance at the beginning of period $ 7,111 $ 4,776 Changes in fair value - Warrants ( 495 ) ( 753 ) Changes in fair value - Convertible Notes ( 2,963 ) 3,088 Balance at ending of period $ 3,653 $ 7,111 49 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 8. Commitments and Contingencies Lease Commitments The Company is the lessee under several ground leases and for its corporate headquarters; all are accounted for as operating leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term from 5 to 50 years. As of December 31, 2023 and 2022, the weighted average remaining lease term of our leases was 36 and 34 years, respectively. Rent expense under the operating lease agreements were $ 1.1 million and $ 1.2 million for the years ended December 31, 2023 and 2022, respectively. The following table represents a reconciliation of the Company’s undiscounted future minimum lease payments for its ground lease and corporate headquarters lease agreements applicable to lease liabilities as of December 31, 2023 (in thousands): For the years ended December 31, 2024 $ 815 2025 819 2026 823 2027 827 2028 829 Thereafter 19,591 Total undiscounted future minimum lease payments 23,704 Future minimum lease payments, discount ( 13,375 ) Operating lease liabilities $ 10,329 Insurance The Company carries comprehensive liability, property, fire, flood, wind, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under an insurance policy, in addition to other coverages, such as trademark and pollution coverage, that may be appropriate for certain of its properties. Additionally, the Company carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers. 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 losses. Concentration of Credit Risk The Company is subject to risks incidental to the ownership and operation of commercial real estate. 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 Mid-Atlantic, Southeast, and Northeast, which markets represented approximately 45 %, 40 % and 15 %, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2023. 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 50 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 8. Commitments and Contingencies (continued) 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. Such environmental and health and safety laws and regulations could subject the Company or its tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to the Company, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect the Company’s operations. The Company is not aware of any material contingent liabilities, regulatory matters or environmental matters that may exist. Litigation The Company is involved in various legal proceedings arising in the ordinary course of its business, including, but not limited to commercial disputes. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company records a liability when it considers the loss probable and the amount can be reasonably estimated. In addition, the below legal proceedings are in process: On April 8, 2022, several purported holders of Cedar’s outstanding preferred stock filed a putative class action complaint against Cedar, Cedar's of Directors prior to the Merger, and WHLR in Montgomery County Circuit Court, Maryland entitled Sydney, et al. v. Cedar Realty Trust, Inc., et al., (Case No. C-15-CV-22-001527). On May 6, 2022, the Plaintiffs in Sydney filed a motion for a preliminary injunction. Also on May, 6, 2022, a purported holder of Cedar’s outstanding preferred stock filed a separate putative class action complaint against Cedar and Cedar's Board of Directors prior to the Cedar Acquisition in the United States District Court for the District of Maryland, entitled Kim v. Cedar Realty Trust, Inc., et al. , Civil Action No. 22-cv-01103. On May 11, 2022, Cedar, former Board of Directors of Cedar and the Company removed the Sydney action to the United States District Court for the District of Maryland, Case No. 8:22-cv-01142-GLR. On May 16, 2022, the court ordered that a hearing on the Sydney Plaintiffs’ motion for preliminary injunction be held on June 22, 2022. On June 2, 2022, the Plaintiffs in Kim also filed a motion for a preliminary injunction. The court consolidated the motions for preliminary injunction. On June 23, 2022, following a hearing, the court issued an order denying both motions for preliminary injunction, holding that the Plaintiffs in both cases were unlikely to succeed on the merits and that Plaintiffs had not established that they would suffer irreparable harm if the injunction was denied. By order dated July 11, 2022, the court consolidated the Sydney and Kim cases and set an August 24, 2022 deadline for the Plaintiffs in both cases to file a consolidated amended complaint. Plaintiffs filed their amended complaint on August 24, 2022. The amended complaint alleges on behalf of a putative class of holders of Cedar's preferred stock, among other things, claims for breach of contract against Cedar and Cedar's former Board of Directors with respect to the articles supplementary governing the terms of Cedar's preferred stock, breach of fiduciary duty against Cedar's former Board of Directors, and tortious interference and aiding and abetting breach of fiduciary duty against the Company. On October 7, 2022, Defendants moved to dismiss the amended complaint. Plaintiffs opposed the motion to dismiss and filed a motion to certify a question of law to Maryland’s Supreme Court. On August 1, 2023, the court issued a decision and order granting Defendants’ motions to dismiss, without leave to amend, and denying Plaintiffs’ motion to certify a question of law to the Maryland Supreme Court. The Plaintiffs appealed the dismissal to the United States Court of Appeals for the Fourth Circuit, Case No. 23-1905, docketed on August 30, 2023. The Court has set a briefing schedule. The appeal has been fully briefed. At this juncture, the outcome of the litigation remains uncertain. On July 11, 2022, a purported holder of Cedar's outstanding preferred stock filed a complaint against Cedar and Cedar's Board of Directors prior to the Merger in the United States District Court for the Eastern District of New York, entitled High Income Securities Fund v. Cedar Realty Trust, Inc., et al., No. 2:22-cv-4031. The complaint alleged 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 Cedar's former Board of Directors are control persons under Section 20(a) of the Exchange Act. On September 25, 2023, the Court granted Defendants’ motion to dismiss the complaint with prejudice, and the time within which the Plaintiff could have appealed such decision has passed. 51 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 8. Commitments and Contingencies (continued) On October 14, 2022, a purported holder of the Company's outstanding preferred stock filed a putative class action against Cedar, Cedar's Board of Directors prior to the Merger, and WHLR in Nassau County Supreme Court, New York entitled Krasner v. Cedar Realty Trust, Inc., et al. , Case No. 613985/2022. The complaint alleges on behalf of a putative class of holders of Cedar's preferred stock, among other things, claims for breach of contract against Cedar and Cedar's Board of Directors with respect to the articles supplementary governing the terms of Cedar's preferred stock, breach of fiduciary duty against Cedar's former Board of Directors, and tortious interference and aiding and abetting breach of fiduciary duty against WHLR. The complaint seeks, among other relief, an award of monetary damages, attorneys' fees, and expert fees. The Defendants filed motions in the Nassau County action to dismiss or stay the case based both on the pendency of the lawsuit in Maryland in which the same claims were asserted by other preferred stockholders and on the merits. The court held a hearing on the motions on October 27, 2023, and on December 4, 2023 granted the motions to dismiss based on the pendency of the lawsuit in Maryland without addressing the merits. Harbor Point 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. Harbor Point, 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 Point would reimburse the Grove Economic Development Authority (the “Harbor Point Agreement”). In 2014, Harbor Point was acquired by the Company. The total debt service shortfall over the life of the bond is uncertain as it is based on ad valorem taxes, assessed property values, property tax rates, LIBOR and future potential development ranging until 2036. The Company’s future total principal obligation under the Harbor Point Agreement will be no more than $ 2.0 million, the principal amount of the bonds, as of December 31, 2023. In addition, the Company may have an interest obligation on the note based on the principal balance and LIBOR rates in effect at future payment dates. The Company funded approximately $ 41 thousand and $ 42 thousand, during the years ended December 31, 2023 and 2022, respectively, in debt service shortfalls. As of December 31, 2023, $ 78 thousand was accrued for the December 2023 debt service payment shortfall. Future debt service shortfalls cannot be determined based on the variables noted above, as such have not been accrued. 9. Rental Revenue and Tenant Receivables Tenant Receivables As of December 31, 2023 and 2022, the Company’s allowance for uncollectible tenant receivables totaled $ 0.9 million and $ 3.1 million, respectively. At December 31, 2023 and 2022, there were $ 7.9 million and $ 6.5 million, respectively, in unbilled straight-line rent, which is included in "receivables, net." Lease Contract Revenue The below table disaggregates the Company’s revenue by type of service (in thousands): 52 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 9. Rental Revenue and Tenant Receivables ( continued) Years ended December 31, 2023 2022 Base rent $ 72,621 $ 55,454 Tenant reimbursements - variable lease revenue 21,240 16,665 Above (below) market lease amortization, net 4,849 2,079 Straight-line rents 1,370 800 Percentage rent - variable lease revenue 774 558 Lease termination fees 325 134 Other 1,668 1,316 Total 102,847 77,006 Credit losses on operating lease receivables ( 522 ) ( 361 ) Total $ 102,325 $ 76,645 Future minimum rents to be received under noncancelable tenant operating leases, excluding rents on assets held for sale, for each of the next five years and thereafter, excluding tenant reimbursements and percentage rent based on tenant sales volume, as of December 31, 2023 are as follows (in thousands): For the years ended December 31, 2024 $ 72,501 2025 67,049 2026 58,314 2027 49,013 2028 37,215 Thereafter 100,113 Total minimum rents $ 384,205 10. Equity and Mezzanine Equity The Company has authority to issue 215,000,000 shares of stock, consisting of 200,000,000 shares of $ 0.01 par value Common Stock and 15,000,000 shares of preferred stock of which 5,000,000 shares have been classified as no par value Series B Preferred, 6,000,000 shares as Series D Preferred Stock and 4,500 shares of Series A Preferred. Substantially all of our business is conducted through the Company’s Operating Partnership. The Trust is the sole general partner of the Operating Partnership and owned a 99.13 % and 99.05 % interest in the Operating Partnership as of December 31, 2023 and 2022, respectively. Limited partners in the Operating Partnership have the right to redeem their common units for cash or Common Stock, at our option. Distributions to common unit holders are paid at the same rate per unit as dividends per share to the Trust’s common stockholders. Common Stock One-for-Ten Reverse Stock Split On August 7, 2023, we announced that our Board of Directors had approved the Reverse Stock Split. The Reverse Stock Split took effect as of 5:00 p.m., Eastern Standard Time, on August 17, 2023 (the “Effective Time”). At the Effective Time, every ten issued and outstanding shares of Common Stock were converted into one share of Common Stock, and as a result, the number of outstanding shares of Common Stock was reduced from approximately 9,809,195 to approximately 980,919 . The par value of each share of Common Stock remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of the Reverse Stock Split instead received a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on the Nasdaq on August 17, 2023 (as adjusted for the Reverse Stock Split), without any interest. All share and share-related information 53 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 10. Equity and Mezzanine Equity (continued) presented in this Annual Report on Form 10-K, including our consolidated financial statements, has been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split. Series A Preferred Stock The Company has the right to redeem the 562 shares of Series A Preferred, on a pro rata basis, at any time at a price equal to 103 % of the purchase price for the Series A Preferred. Series B Preferred Stock Holders of Series B Preferred shares have the right to receive, only when and as authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cash dividends, at a rate of 9 % per annum of the $ 25 liquidation preference per share. The Series B Preferred has no redemption rights. However, the Series B Preferred is subject to a mandatory conversion once the 20 -trading day volume-weighted average closing price of our Common Stock, exceeds $ 580 per share; once this weighted average closing price is met, each share of our Series B Preferred will automatically convert into shares of our Common Stock at a conversion price equal to $ 400.00 per share of Common Stock. In addition, holders of our Series B Preferred also have the option, at any time, to convert shares of our Series B Preferred into shares of our Common Stock at a conversion price of $ 400.00 per share of Common Stock. Upon any voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of shares of our Series B Preferred shall be entitled to be paid out of our assets a liquidation preference of $ 25.00 per share. The Series B Preferred has no maturity date and will remain outstanding indefinitely unless subject to a mandatory or voluntary conversion as described above. Series D Preferred Stock - Redeemable Preferred Stock At December 31, 2023 and 2022, the Company had 2,590,458 and 3,152,392 issued shares, respectively and 6,000,000 authorized shares of Series D Preferred Stock, without par value with a $ 25.00 liquidation preference per share, or $ 97.1 million and $ 113.4 million in aggregate liquidation value, respectively. Until September 21, 2023, the holders of the Series D Preferred Stock were entitled to receive cumulative cash dividends at a rate of 8.75 % per annum of the $ 25.00 liquidation preference per share (the “Initial Rate”). Commencing September 21, 2023, the holders were 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. Dividends on the Series D Preferred Stock cumulate from the end of the most recent dividend period for which dividends have been paid. Dividends on the Series D Preferred Stock 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. Dividends on the Series D Preferred Stock do not bear interest. If the Company fails to pay any dividend within three (3) business days after the payment date for such dividend, the then-current dividend rate increases following the payment date by an additional 2.0 % of the $ 25.00 stated liquidation preference per share until we pay the dividend, subject to our ability to cure the failure. On December 20, 2018, the Company suspended the Series D Preferred dividend. As such, the Series D Preferred Stock shares began accumulating dividends at 10.75 % beginning January 1, 2019 and will continue to accumulate dividends at this rate until all accumulated dividends have been paid. Commencing September 21, 2023, the Series D Preferred Stock holders were entitled to cumulative cash dividends at an annual dividend rate of 12.75 %, subject to a maximum annual dividend rate of 16 %, including the 2 % default rate. Holders of shares of the Series D Preferred Stock 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"), holders of shares of the Series D Preferred Stock 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 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 Preferred Stock 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 Stock and Parity Preferred Stock to 54 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 10. Equity and Mezzanine Equity (continued) 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 Stock 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 Series D Preferred Stock requires the Company maintain asset coverage of at least 200 %. If we fail to maintain asset coverage of at least 200 % calculated by determining the percentage value of (i) our total assets plus accumulated depreciation and accumulated amortization minus our total liabilities and indebtedness as reported in our financial statements prepared in accordance with GAAP (exclusive of the book value of any Redeemable and Term Preferred Stock (defined below)) over (ii) the aggregate liquidation preference, plus an amount equal to all accrued and unpaid dividends, of outstanding shares of our Series D Preferred Stock and any outstanding shares of term preferred stock or preferred stock providing for a fixed mandatory redemption date or maturity date (collectively referred to as “Redeemable and Term Preferred Stock”) on the last business day of any calendar quarter (“Asset Coverage Ratio”), and such failure is not cured by the close of business on the date that is 30 calendar days following the filing date of our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, for that quarter, or the “Asset Coverage Cure Date,” then we will be required to redeem, within 90 calendar days of the Asset Coverage Cure Date, shares of Redeemable and Term Preferred Stock, which may include Series D Preferred Stock, at least equal to the lesser of (i) the minimum number of shares of Redeemable and Term Preferred Stock that will result in us having a coverage ratio of at least 200 % and (ii) the maximum number of shares of Redeemable and Term Preferred Stock that can be redeemed solely out of funds legally available for such redemption. In connection with any redemption for failure to maintain the Asset Coverage Ratio, we may, in our sole option, redeem any shares of Redeemable and Term Preferred Stock we select, including on a non-pro rata basis. We may elect not to redeem any Series D Preferred Stock to cure such failure as long as we cure our failure to meet the Asset Coverage Ratio by or on the Asset Coverage Cure Date. If shares of Series D Preferred Stock are to be redeemed for failure to maintain the Asset Coverage Ratio, such shares will be redeemed solely in cash at a redemption price equal to $ 25.00 per share plus an amount equal to all accrued but unpaid dividends, if any, on such shares (whether or not declared) to and including the redemption date. On or after September 21, 2021, the Company may, at its option, redeem the Series D Preferred Stock, for cash 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. The holder of the Series D Preferred Stock may convert shares at any time into shares of the Company’s Common Stock at an initial conversion rate of $ 169.60 per share of Common Stock. After September 21, 2023, each holder of the Series D Preferred Stock may, at their option, request that the Company redeem any or all of their shares on a monthly basis 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 Holder Redemption Date, payable in cash or in shares of Common Stock, or any combination thereof, at the Company's option. Redemptions commenced on September 22, 2023, and the first Holder Redemption Date was October 5, 2023. During the year ended December 31, 2023, the Company processed 175 redemption requests, collectively redeeming 864,070 shares of Series D Preferred Stock. Accordingly, the Company issued 52,788,687 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $ 32.7 million. The value of the Common Stock issued to holders redeeming their Series D Preferred Stock is the volume weighted average price per share of our Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date as reported on Nasdaq (the "VWAP"). As of December 31, 2023, the Company has realized a gain of $ 9.9 million in the aggregate due to the closing price of the Common Stock on the last VWAP date differing from the VWAP used to calculate the shares issued in each redemption round. At December 31, 2023, the Company had received requests to redeem 9,843 shares of Series D Preferred Stock with respect to the January 2024 Holder Redemption Date. As such, the redemption of these Series D Preferred Stock is considered certain at December 31, 2023 and the liquidation value associated with these shares of $ 0.4 million is presented as a liability. The changes in the carrying value of the Series D Preferred Stock for the years ended December 31, 2023 and 2022 is as follows (in thousands, except per share data): 55 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 10. Equity and Mezzanine Equity (continued) Series D Preferred Stock Shares Value Balance December 31, 2021 3,152,392 $ 92,548 Accretion of Preferred Stock discount — 498 Undeclared dividends — 8,472 Balance December 31, 2022 3,152,392 101,518 Accretion of Preferred Stock discount — 373 Conversion of Series D Preferred Stock to Common Stock ( 4,244 ) ( 140 ) Paid-in-kind interest, issuance of Preferred Stock (2) 306,380 3,908 Accretion to liquidation preference (1) — 15,288 Series D Preferred Stock redemptions (3) ( 864,070 ) ( 33,044 ) Undeclared dividends — 8,802 Balance December 31, 2023 2,590,458 $ 96,705 (1) The Series D Preferred Stock was adjusted to $ 25.00 liquidation preference plus accrued and unpaid dividends, representing a $ 13.5 million adjustment to its carrying value at September 21, 2023, the commencement of the holder redemptions. (2) See Note 6 for additional details. (3) The value is net of the January 2024 Holder Redemption Date redemption liquidation value of $ 0.4 million, which is represented as a liability; however, the corresponding 9,843 shares has not been adjusted for as they remained outstanding at December 31, 2023. Earnings per share Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common shareholders by the weighted average number of common shares outstanding for the period including participating securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. The following table summarizes the potential dilution of conversion of Operating Partnership common units ("Common Units"), Series B Preferred, Series D Preferred Stock, 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, 2023 December 31, 2022 Outstanding Shares Potential Dilutive Shares Outstanding Shares Potential Dilutive Shares Common units 13,323 13,323 14,494 14,494 Series B Preferred Stock 3,379,142 211,196 3,379,142 211,196 Series D Preferred Stock 2,590,458 248,750,708 3,152,392 668,890 Warrants to purchase Common Stock — 106,171 — 155,813 Convertible Notes — 146,876,617 — 3,856,259 Dividends The following table summarizes the Series D Preferred Stock dividends (in thousands, except for per share amounts): Series D Preferred Stock Arrears Date Undeclared Dividends Per Share For the year ended December 31, 2023 $ 8,802 $ 3.40 For the year ended December 31, 2022 $ 8,472 $ 2.69 56 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 10. Equity and Mezzanine Equity (continued) The total cumulative dividends in arrears for Series D Preferred Stock is $ 32.3 million as of December 31, 2023 (per share $ 12.48 ). There were no dividends declared to holders of Common Stock, Series A Preferred, Series B Preferred or Series D Preferred Stock during years ended December 31, 2023 or 2022. 2015 Long-Term Incentive Plan On June 4, 2015, the Company's stockholders approved the 2015 Long-Term Incentive Plan (the "2015 Incentive Plan"). The 2015 Incentive Plan allows for issuance of up to 12,500 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company. The 2015 Incentive Plan replaced the 2012 Stock Incentive Plan. As of December 31, 2023, there are 4,110 shares available for issuance under the Company’s 2015 Incentive Plan and there were no shares issued in 2023 or 2022. 2016 Long-Term Incentive Plan On June 15, 2016, the Company's stockholders approved the 2016 Long-Term Incentive Plan (the "2016 Incentive Plan"). The 2016 Incentive Plan allows for issuance of up to 62,500 shares of the Company's Common Stock to employees, directors, officers and consultants for services rendered to the Company. As of December 31, 2023, there are 12,770 shares available for issuance under the Company’s 2016 Incentive Plan and there were no shares issued in 2023 or 2022. 11. Related Party Transactions Related Party Transactions with Cedar The Company performs property management and leasing services for Cedar, a subsidiary of the Company, pursuant to the Wheeler Real Estate Company Management Agreement. During the years ended December 31, 2023 and 2022, Cedar paid the Company $ 2.1 million and $ 1.0 million, respectively, for these services. The Operating Partnership and Cedar’s operating partnership, Cedar Realty Trust Partnership, L.P., are party to a cost sharing and reimbursement agreement, pursuant to which the parties agreed to share costs and expenses associated with certain employees, certain facilities and property, and certain arrangements with third parties (the “Cost Sharing Agreement”). Related party amounts due to the Company from Cedar as of December 31, 2023 and 2022 are comprised of (in thousands): December 31, 2023 (b) December 31, 2022 (b) Financings and real estate taxes $ 7,166 $ 7,166 Management fees 225 110 Leasing commissions 161 85 Cost Sharing Agreement allocations (a) 548 — Other ( 6 ) ( 33 ) Total $ 8,094 $ 7,328 (a) Includes allocations for executive compensation and directors' liability insurance. In 2022, the were no allocations made to Cedar for these services due to certain limitations set forth in the Cost Sharing Agreement. (b) These related party amounts have been eliminated for consolidation purposes. Investment securities - related party The Company has investments held with SAI, a related party. See Note 4 for additional details. 57 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 12. Subsequent Events Convertible Notes - open market purchase On January 17, 2024, the Company paid down $ 0.6 million of the Convertible Notes through an open market purchase of 23,280 units at a total purchase price of $ 1.3 million. Adjustment to Conversion Price of Convertible Notes For the February 2024 Series D Preferred Stock redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder into Common Stock was approximately $ 0.22 . Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Convertible Notes, the Conversion Price for the Convertible Notes was further adjusted to approximately $ 0.12 per share of Common Stock (approximately 209.84 shares of Common Stock for each $ 25.00 of principal amount of the Convertible Notes being converted), representing a 45 % discount to $ 0.22 . Cumulative Series D Preferred Stock Redemption Information The Company has processed 84,561 shares of Series D Preferred Stock. Accordingly, the Company has issued 14,253,931 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $ 3.2 million. Cedar Revolving Credit Agreement On February 29, 2024, the Company entered into a revolving credit agreement with KeyBank National Association to draw up to $ 9.5 million (the "Cedar Revolving Credit Agreement"). The interest rate under the Cedar Revolving Credit Agreement is the daily SOFR, plus applicable margins of 0.10 % plus 2.75 %. Interest payments are due monthly, and principal is due at maturity on February 28, 2025. The Cedar Revolving Credit Agreement may be extended, at the Company's option, for up to two additional three-month periods, subject to customary conditions. The Cedar Revolving Credit Agreement is collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds will be used for capital expenditures and tenant improvements for such properties. 58 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Schedule II-Valuation and Qualifying Accounts December 31, 2023 Description Balance at Beginning of Year Charged to Costs and Expense Deductions from Reserves Balance at End of Year (in thousands) Allowance for doubtful accounts: Year Ended December 31, 2023 $ 3,146 $ 522 $ ( 2,765 ) $ 903 Year Ended December 31, 2022 $ 4,262 (1) $ 361 $ ( 1,477 ) $ 3,146 (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. 59 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Schedule III-Real Estate and Accumulated Depreciation December 31, 2023 Initial Cost Costs Capitalized Subsequent to Acquisition (1) Gross Amount at which Carried at end of Period Property Name Land Building and Improvements Improvements (net) Carrying Costs Land Building and Improvements Total WHLR (in thousands) Amscot Building $ — $ 462 $ 31 $ — $ — $ 493 $ 493 Lumber River Village 800 4,487 221 — 1,005 4,503 5,508 Surrey Plaza 381 1,857 451 — 701 1,988 2,689 Tuckernuck 2,115 6,719 1,338 — 2,171 8,001 10,172 Twin City Commons 800 3,041 143 — 809 3,175 3,984 Tampa Festival 4,653 6,691 1,756 — 4,713 8,387 13,100 Forrest Gallery 3,015 7,455 3,395 — 3,192 10,673 13,865 Winslow Plaza 1,325 3,684 468 — 1,566 3,911 5,477 Clover Plaza 356 1,197 25 — 356 1,222 1,578 St. George Plaza 897 1,264 2,549 — 1,389 3,321 4,710 South Square 353 1,911 328 — 480 2,112 2,592 Westland Square 887 1,710 216 — 901 1,912 2,813 Waterway Plaza 1,280 1,248 425 — 1,488 1,465 2,953 Cypress Shopping Center 2,064 4,579 1,506 — 2,064 6,085 8,149 Harrodsburg Marketplace 1,431 2,485 296 — 1,515 2,697 4,212 Port Crossing Shopping Center 792 6,921 220 — 800 7,133 7,933 LaGrange Marketplace 390 2,648 438 — 451 3,025 3,476 DF I-Courtland (2) 196 — — — 196 — 196 DF I-Edenton (2) 746 — — — 746 — 746 Freeway Junction 1,521 6,755 244 — 1,544 6,976 8,520 Bryan Station 1,658 2,756 329 — 1,807 2,936 4,743 Crockett Square 1,546 6,834 233 — 1,565 7,048 8,613 Harbor Point (2) 778 — ( 359 ) — 419 — 419 Pierpont Centre 484 9,221 521 — 905 9,321 10,226 Brook Run Properties 300 — 8 — 300 8 308 Alex City Marketplace 454 7,837 2,303 — 744 9,850 10,594 Brook Run Shopping Center 2,209 12,919 1,327 — 2,377 14,078 16,455 Beaver Ruin Village 2,604 8,284 258 — 2,619 8,527 11,146 Beaver Ruin Village II 1,153 2,809 5 — 1,153 2,814 3,967 Chesapeake Square 895 4,112 1,097 — 1,269 4,835 6,104 Sunshine Plaza 1,183 6,368 612 — 1,268 6,895 8,163 Cardinal Plaza 994 2,476 106 — 1,033 2,543 3,576 Frankilton Square LLC 1,022 2,933 345 — 1,126 3,174 4,300 Nashville Commons 1,091 3,503 220 — 1,150 3,664 4,814 Grove Park 722 4,590 605 — 1,084 4,833 5,917 Parkway Plaza 772 4,230 441 — 778 4,665 5,443 Fort Howard Square 1,890 7,350 848 — 2,157 7,931 10,088 Conyers Crossing 2,034 6,820 476 — 2,138 7,192 9,330 Darien Shopping Center 188 1,054 ( 17 ) — 188 1,037 1,225 Devine Street 3,895 1,941 ( 4 ) — 3,895 1,937 5,832 Folly Road 5,992 4,527 73 — 6,050 4,542 10,592 Georgetown 742 1,917 154 — 753 2,060 2,813 60 Initial Cost Costs Capitalized Subsequent to Acquisition (1) Gross Amount at which Carried at end of Period Property Name Land Building and Improvements Improvements (net) Carrying Costs Land Building and Improvements Total Ladson Crossing $ 2,981 $ 3,920 $ 221 $ — $ 3,146 $ 3,976 $ 7,122 Lake Greenwood Crossing 550 2,499 17 — 550 2,516 3,066 Lake Murray 447 1,537 74 — 470 1,588 2,058 Litchfield I 568 929 84 — 572 1,009 1,581 Litchfield II 568 936 146 — 572 1,078 1,650 Litchfield Market Village 2,970 4,716 640 — 3,125 5,201 8,326 Moncks Corner — 1,109 9 — — 1,118 1,118 Ridgeland 203 376 79 — 282 376 658 Shoppes at Myrtle Park 3,182 5,360 1,119 — 3,182 6,479 9,661 South Lake 804 2,025 940 — 804 2,965 3,769 South Park 943 2,967 131 — 1,022 3,019 4,041 Sangaree 2,302 2,922 905 — 2,582 3,547 6,129 Tri-County 411 3,421 400 — 635 3,597 4,232 Riverbridge 774 5,384 283 — 820 5,621 6,441 Laburnum Square 3,735 5,929 848 — 4,050 6,462 10,512 Franklin Village 2,608 9,426 1,221 — 2,696 10,559 13,255 Village at Martinsville 5,208 12,879 2,174 — 5,228 15,033 20,261 New Market Crossing 993 5,216 1,040 — 1,324 5,925 7,249 Rivergate Shopping Center 1,537 29,177 1,206 — 1,732 30,188 31,920 JANAF 8,267 66,549 3,489 — 8,591 69,714 78,305 WHLR Total $ 95,659 $ 334,872 $ 38,657 $ — $ 102,248 $ 366,940 $ 469,188 CDR Brickyard Plaza $ 1,989 $ 13,119 $ — $ — $ 1,989 $ 13,119 $ 15,108 Carll's Corner 1,955 2,574 — — 1,955 2,574 4,529 Coliseum Marketplace 1,226 3,172 1,972 — 1,227 5,143 6,370 Fairview Commons 948 2,083 — — 948 2,083 3,031 Fieldstone Marketplace 2,359 2,279 133 — 2,359 2,412 4,771 Gold Star Plaza 1,403 3,223 24 — 1,403 3,247 4,650 Golden Triangle 3,322 13,388 ( 36 ) — 3,322 13,352 16,674 Hamburg Square 932 4,967 — — 932 4,967 5,899 Kings Plaza 2,192 3,961 709 — 2,192 4,670 6,862 Oakland Commons 825 3,080 — — 825 3,080 3,905 Oregon Avenue 3,158 — 674 3,158 674 3,832 Patuxent Crossing 2,999 15,145 493 — 2,999 15,638 18,637 Pine Grove Plaza 1,292 3,832 ( 7 ) — 1,292 3,825 5,117 South Philadelphia 11,996 11,137 937 — 11,996 12,074 24,070 Southington Center 358 8,429 — — 358 8,429 8,787 Timpany Plaza 1,778 5,754 1,045 — 1,778 6,799 8,577 Trexler Mall 3,746 22,979 19 — 3,746 22,998 26,744 Washington Center Shoppes 3,618 11,354 306 — 3,618 11,660 15,278 Webster Commons 1,565 6,207 113 — 1,565 6,320 7,885 CDR Total $ 47,661 $ 136,683 $ 6,382 $ — $ 47,662 $ 143,064 $ 190,726 Combined Total $ 143,320 $ 471,555 $ 45,039 $ — $ 149,910 $ 510,004 $ 659,914 (1) Negative amounts represent write-offs of fully depreciated assets. (2) Net of impairment. As of December 31, 2023, the aggregate cost for federal income tax purposes was approximately $ 926 million. 61 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Schedule III-Real Estate and Accumulated Depreciation Property Name Encumbrances Accumulated Depreciation Date of Construction Date Acquired Depreciation Life WHLR (in thousands) Amscot Building $ 275 5/15/2004 5 - 40 years Lumber River Village (2) 1,556 11/16/2012 5 - 40 years Surrey Plaza (2) 664 12/21/2012 5 - 40 years Tuckernuck $ 4,771 2,963 11/16/2012 5 - 40 years Twin City Commons (2) 1,070 12/18/2012 5 - 40 years Tampa Festival (2) 2,670 8/26/2013 5 - 40 years Forrest Gallery (2) 3,307 8/29/2013 5 - 40 years Winslow Plaza 4,331 1,313 12/19/2013 5 - 40 years Clover Plaza (2) 340 12/23/2013 5 - 40 years St. George Plaza (2) 405 12/23/2013 5 - 40 years South Square (2) 542 12/23/2013 5 - 40 years Westland Square (2) 517 12/23/2013 5 - 40 years Waterway Plaza (2) 416 12/23/2013 5 - 40 years Cypress Shopping Center 5,769 1,350 7/1/2014 5 - 40 years Harrodsburg Marketplace (5) 707 7/1/2014 5 - 40 years Port Crossing Shopping Center (5) 2,431 7/3/2014 5 - 40 years LaGrange Marketplace (2) 818 7/25/2014 5 - 40 years DF I-Courtland (undeveloped land) — 8/15/2014 N/A Edenton Commons (undeveloped land) — 8/15/2014 N/A Freeway Junction (6) 1,830 9/4/2014 5 - 40 years Bryan Station (6) 945 10/2/2014 5 - 40 years Crockett Square (6) 1,982 11/5/2014 5 - 40 years Harbor Point (undeveloped land) — 11/21/2014 N/A Pierpont Centre (5) 2,441 1/14/2015 5 - 40 years Brook Run Properties (undeveloped land) — 3/27/2015 N/A Alex City Marketplace (5) 2,749 4/1/2015 5 - 40 years Brook Run Shopping Center (6) 3,792 6/2/2015 5 - 40 years Beaver Ruin Village (6) 1,963 7/1/2015 5 - 40 years Beaver Ruin Village II (6) 663 7/1/2015 5 - 40 years Chesapeake Square 4,014 1,504 7/10/2015 5 - 40 years Sunshine Plaza (5) 1,790 7/21/2015 5 - 40 years Cardinal Plaza (5) 658 8/21/2015 5 - 40 years Frankilton Square LLC (5) 816 8/21/2015 5 - 40 years Nashville Commons (5) 869 8/21/2015 5 - 40 years Grove Park (5) 1,179 9/9/2015 5 - 40 years Parkway Plaza (5) 1,062 9/15/2015 5 - 40 years Fort Howard Square (6) 1,846 9/30/2015 5 - 40 years Conyers Crossing 5,960 1,866 9/30/2015 5 - 40 years Darien Shopping Center (2) 206 4/12/2016 5 - 40 years Devine Street 404 4/12/2016 5 - 40 years 62 Property Name Encumbrances Accumulated Depreciation Date of Construction Date Acquired Depreciation Life (in thousands) Folly Road (2) $ 980 4/12/2016 5 - 40 years Georgetown (2) 442 4/12/2016 5 - 40 years Ladson Crossing (2) 893 4/12/2016 5 - 40 years Lake Greenwood Crossing (2) 563 4/12/2016 5 - 40 years Lake Murray (2) 338 4/12/2016 5 - 40 years Litchfield I (2) 240 4/12/2016 5 - 40 years Litchfield II (2) 225 4/12/2016 5 - 40 years Litchfield Market Village (2) 1,108 4/12/2016 5 - 40 years Moncks Corner 253 4/12/2016 5 - 40 years Ridgeland (2) 106 4/12/2016 5 - 40 years Shoppes at Myrtle Park (6) 1,629 4/12/2016 5 - 40 years South Lake (2) 867 4/12/2016 5 - 40 years South Park (2) 655 4/12/2016 5 - 40 years Sangaree (1) 1,191 11/10/2016 5 - 40 years Tri-County (1) 867 11/10/2016 5 - 40 years Riverbridge (5) 1,095 11/15/2016 5 - 40 years Laburnum Square 7,665 1,353 12/7/2016 5 - 40 years Franklin Village (5) 1,909 12/12/2016 5 - 40 years Village at Martinsville 14,755 3,165 12/16/2016 5 - 40 years New Market Crossing (2) 1,215 12/20/2016 5 - 40 years Rivergate Shopping Center 17,557 5,893 12/21/2016 5 - 40 years JANAF Shopping Center 60,000 11,551 1/18/2018 5 - 40 years WHLR Totals $ 86,447 CDR Brickyard Plaza (3) $ 741 8/22/2022 5 - 40 years Carll's Corner 157 8/22/2022 5 - 40 years Coliseum Marketplace (4) 214 8/22/2022 5 - 40 years Fairview Commons (3) 169 8/22/2022 5 - 40 years Fieldstone Marketplace 285 8/22/2022 5 - 40 years Gold Star Plaza (3) 277 8/22/2022 5 - 40 years Golden Triangle (3) 819 8/22/2022 5 - 40 years Hamburg Square (3) 332 8/22/2022 5 - 40 years Kings Plaza 314 8/22/2022 5 - 40 years Oakland Commons 214 8/22/2022 5 - 40 years Oregon Avenue — 8/22/2022 N/A Patuxent Crossing (4) 973 8/22/2022 5 - 40 years Pine Grove Plaza (3) 251 8/22/2022 5 - 40 years South Philadelphia 623 8/22/2022 5 - 40 years Southington Center (3) 507 8/22/2022 5 - 40 years Timpany Plaza 9,060 409 8/22/2022 5 - 40 years Trexler Mall (3) 1,262 8/22/2022 5 - 40 years Washington Center Shoppes (3) 653 8/22/2022 5 - 40 years Webster Commons (3) 405 8/22/2022 5 - 40 years CDR Total $ 8,605 Combined Total $ 95,052 63 (1) Properties secure a $ 6.0 million mortgage note. (2) Properties secure a $ 75.0 million mortgage note. (3) Properties secure a $ 110.0 million mortgage note. (4) Properties secure a $ 25.0 million mortgage note. (5) Properties secure a $ 61.1 million mortgage note. (6) Properties secure a $ 53.1 million mortgage note. The changes in total real estate assets for the years ended December 31, 2023 and 2022 are as follows: 2023 2022 (in thousands) Balance at beginning of period $ 637,871 $ 458,214 Acquisitions 3,720 185,019 Improvements 18,999 6,777 Impairments — ( 760 ) Disposals ( 676 ) ( 11,379 ) Balance at end of period $ 659,914 $ 637,871 64 Incorporated by Reference Item Title of Description Form Filing Date 2.1 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 Current Report on Form 8-K March 7, 2022 2.2 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. Current Report on Form 10-Q May 11, 2022 2.3 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. Current Report on Form 8-K August 25, 2022 3.1 Articles of Amendment and Restatement of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on August 5, 2016 Current Report on Form 8-K August 8, 2016 3.2 Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on September 16, 2016 Current Report on Form 8-K September 20, 2016 3.3 Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on December 1, 2016 Current Report on Form 8-K December 5, 2016 3.4 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on March 31, 2017 Current Report on Form 8-K April 3, 2017 3.5 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on March 31, 2017 Current Report on Form 8-K April 3, 2017 3.6 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on May 29, 2016 Current Report on Form 8-K May 29, 2020 3.7 Certificate of Correction of Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on May 3, 2018 Current Report on Form 8-K May 4, 2018 3.8 Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on July 8, 2021 Current Report on Form 8-K July 8, 2021 3.9 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 5, 2021 Current Report on Form 8-K November 5, 2021 3.10 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 29, 2021 Current Report on Form 8-K November 29, 2021 3.11 Bylaws of Wheeler Real Estate Investment Trust, Inc., as amended Current Report on Form 8-K May 29, 2020 3.12 Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Registration Statement on Form S-11 August 20, 2014 3.13 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Designation of Series A Convertible Preferred Units Current Report on Form 8-K April 15, 2015 3.14 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Amended Designation of Series B Convertible Preferred Units Current Report on Form 8-K July 15, 2016 3.15 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Designation of Series D Cumulative Convertible Preferred Units Current Report on Form 8-K September 20, 2016 3.16 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Amended Designation of Additional Series D Cumulative Convertible Preferred Units Current Report on Form 8-K December 5, 2016 3.17 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Current Report on Form 8-K September 5, 2019 3.18 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P., dated December 22, 2020 Current Report on Form 8-K December 23, 2020 3.19 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P, dated March 12, 2021 Current Report on Form 8-K March 12, 2021 3.20 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on August 17, 2023 Current Report on Form 8-K August 17, 2023 65 3.21 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on August 17, 2023 Current Report on Form 8-K August 17, 2023 4.1 Form of Certificate of Common Stock of Wheeler Real Estate Investment Trust, Inc. Current Report on Form 8-K April 3, 2017 4.2 Form of Certificate of Series B Preferred Stock of Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-11/A April 23, 2014 4.3 Form of Certificate of Series D Preferred Stock of Wheeler Real Estate Investment Trust, Inc. Current Report on Form 8-K September 20, 2016 4.4† Description of Securitie s . 4.5 Form of Common Stock Purchase Warrant, dated March 12, 2021 Current Report on Form 8-K March 12, 2021 4.6 Indenture, dated as of August 13, 2021 between Wheeler Real Estate Investment Trust Inc. and Wilmington Savings Fund Society, FSB., as trustee (including form of Note) Current Report on Form 8-K August 16, 2021 10.1 Wheeler Real Estate Investment Trust, Inc. 2015 Long-Term Incentive Plan Current Report on Form 8-K June 8, 2015 10.2 Wheeler Real Estate Investment Trust, Inc. 2016 Long-Term Incentive Plan Current Report on Form 8-K June 16, 2016 10.3 Employment Agreement with M. Andrew Franklin Current Report on Form 8-K February 20, 2018. 10.4 Amended and Restated Employment Agreement, by and between Wheeler Real Estate Investment Trust, Inc. and Crystal Plum, dated as of August 13, 2021 Current Report on Form 8-K August 17, 2021 10.5 Registration Rights Agreement dated March 12, 2021, Current Report on Form 8-K March 12, 2021 10.6 Term Loan Agreement dated June 17, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto. Current Report on Form 8-K June 21, 2022 10.7 Loan Agreement dated July 6, 2022 between CITI REAL ESTATE FUNDING INC and the Borrowers party thereto. Current Report on Form 8-K July 8, 2022 10.8 Guaranty, dated August 22,2022, made by Wheeler Real Estate Investment Trust, Inc. Current Report on Form 8-K August 25, 2022 10.9 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. Current Report on Form 8-K August 25, 2022 10.10 Limited Recourse Indemnity Agreement made by Wheeler REIT, L.P. in favor of Guggenheim Real Estate, LLC as of October 28, 2022 Current Report on Form 8-K October 31, 2022 10.11 Term Loan Agreement, dated as of October 28, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto Current Report on Form 8-K October 31, 2022 10.12 Term Loan Agreement dated May 5, 2023, between Insurance Strategy Funding XXVIII, LLC and the Borrowers party thereto. Current Report on Form 10-Q May 9, 2023 10.13 Term Loan Agreement dated May 18, 2023, between Guggenheim Real Estate, LLC and the Borrowers party thereto. Current Report on Form 8-K May 19, 2023 10.14 Letter Agreement, by and among Wheeler Real Estate Investment Trust, Inc., Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P. and Stilwell Associates, L.P., dated as of December 5, 2023 Current Report on Form 8-K December 6, 2023 10.15 Excepted Holder Agreement, by and among Wheeler Real Estate Investment Trust, Inc., Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P. and Stilwell Current Report on Form 8-K December 6, 2023 10.16 Excepted Holder Amendment, by and among Wheeler Real Estate Investment Trust, Inc., Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P. and Stilwell Associates, L.P., dated as of February 5, 2024 Current Report on Form 8-K February 6, 2024 14.1 Code of Business Conduct and Ethics Current Report on Form 8-K September 1, 2023 21.1† Subsidiaries of Registrant . 23.1† Consent of Cherry Bekaert LLP . 66 31.1† Certification of the Chief Executive Officer of Wheeler Real Estate Investment Trust, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 31.2† Certification of the Chief Financial Officer of Wheeler Real Estate Investment Trust, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32.1† Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 32.2† Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 97.1† Wheeler Real Estate Investment Trust, Inc. Incentive Clawback Policy . 101.INS XBRL Instance Document (Filed herewith). 101.SCH XBRL Taxonomy Extension Schema Document (Filed herewith). 101.CAL XBRL Taxonomy Extension Calculation Linkbase (Filed herewith). 101.DEF XBRL Taxonomy Extension Definition Linkbase (Filed herewith). 101.LAB XBRL Taxonomy Extension Labels Linkbase (Filed herewith). 101.PRE XBRL Taxonomy Extension Presentation Linkbase (Filed herewith). † Filed or furnished herewith. 67 Item 16. Form 10-K Summary Not applicable. 68 SIGNATURES Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WHEELER REAL ESTATE INVESTMENT TRUST, INC. By: /s/ M. Andrew Franklin M. Andrew Franklin Chief Executive Officer and President (Principal Executive Officer) By: /s/ Crystal Plum Crystal Plum Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: March 5, 2024 POWER OF ATTORNEY Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints each of M. Andrew Franklin and Crystal Plum as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof. Signature Title Date /S/ M. ANDREW FRANKLIN CEO and President March 5, 2024 M. Andrew Franklin (Principal Executive Officer) /S/ CRYSTAL PLUM Chief Financial Officer March 5, 2024 Crystal Plum (Principal Financial Officer and Principal Accounting Officer) /S/ STEFANI D. CARTER Chair of Board March 5, 2024 Stefani D. Carter /S/ SAVERIO M FLEMMA Director March 5, 2024 Saverio M Flemma /S/ DENNIS POLLACK Director March 5, 2024 Dennis Pollack /S/ JOSEPH D. STILWELL Director March 5, 2024 Joseph D. Stilwell /S/ MEGAN PARISI Director March 5, 2024 Megan Parisi 69 /S/ KERRY G. CAMPBELL Director March 5, 2024 Kerry G. Campbell /S/ E.J. BORRACK Director March 5, 2024 E.J. Borrack 70