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Item 9A. Controls and Procedures

2025-03-04 compared with 2024-03-05 · 858 added, 470 removed, 1122 unchanged (54% of the section changed)

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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.

Board of Directors

As of February 28, 2025, the members of the Board of Directors (and their respective committee memberships) are identified below:

Director Audit Committee Compensation Committee Governance and Nominating Committee Executive Committee Litigation Committee Related Person Transaction Committee

Borrack — Member — — Chair —

Brady Member — — — — —

Campbell Chair — — — — Member

Carter — — Member Chair Member Chair

Rebecca Musser Member — — — — —

Megan Parisi — — Member — — —

Dennis Pollack Member — — — — —

Stillwell — Chair Chair Member — —

Independent Director

Director since 2020

Borrack has served as a member of the Board of Directors since June 2020.

Borrack serves as the Chair of the Litigation Committee and as a member of the Compensation Committee.

Borrack also serves on the Board of Directors of Cedar.

Since 2013, she has been the General Counsel of The Stilwell Group, a group of private investment partnerships with a focus on activist investing in finance-related, small-cap companies.

Previously, she was the Chief Compliance Officer of two SEC registered investment advisers.

She was also the General Counsel of Wealthfront during that company's start-up phase.

Prior to that, Ms.

Borrack worked on complex commercial litigation matters as an associate at law firms in New York City and Philadelphia.

Borrack graduated from the University of Pennsylvania Law School and has a B.A.

in English from the University of Pennsylvania.

Borrack has been chosen as a director based on her breadth of experience working on issues involving complex commercial litigation, regulatory compliance, securities regulation, and corporate governance.

Independent Director

Director since 2024

Robert Brady has served as a member of the Board of Directors since May 2024.

Brady serves as a member of the Audit Committee.

Brady has over 30 years' experience in the financial sector, having served in various roles with banks and other financial institutions.

He currently serves as Senior Vice President, Underwriting with First Pacific Bancorp, a growth-oriented bank, since 2022.

Prior to that, Mr.

Brady served as Senior Vice President, Credit Administrator and in other roles at United Business Bank from 2012 to 2022.

Brady received a B.A.

in Economics from Brigham Young University and an M.B.A.

from Columbia University with a concentration in Accounting.

Brady has been chosen as a director based on his extensive financial, accounting, and investment experience.

Independent Director

Director since 2019

Campbell was elected to the Board of Directors in December 2019.

Campbell serves as the Chair of the Audit Committee and as a member of the RPT Committee.

Campbell also serves as Chairman of the Board of Directors of Cedar.

Campbell is the principal of a financial litigation and investment management consulting firm, Kerry Campbell LLC, where since February 2014, he has served as a financial expert witness to law firms in arbitrations and litigations and provided consulting services to financial institutions and investors.

His firm has been retained by institutional investors, high net worth investors and large global diversified financial institutions.

Campbell received an M.B.A in Finance from the University of Chicago Booth Graduate School of Business and a Bachelor of Science in Finance summa cum laude from Fordham University Gabelli School of Business.

Campbell is an Approved FINRA Dispute Resolution Arbitrator, a Chartered Financial Analyst®, a CERTIFIED FINANCIAL PLANNER™, an Accredited Investment Fiduciary Analyst™ and a Securities Experts Roundtable Member.

Campbell has been chosen as a director based on his 30 plus years of extensive and diverse financial industry experience, together with his experience as a financial expert witness on behalf of defendants and plaintiffs in arbitrations and litigations.

Independent Director — Chair

Director since 2019

Carter has served as a member of the Board of Directors since December 2019.

Carter serves as Chair of each of the Board of Directors, Executive Committee and the RPT Committee, and as a member each of the Governance and Nominating Committee (the "Nominating Committee") and the Litigation Committee.

Carter has been a practicing attorney since 2005, specializing in civil litigation, contractual disputes and providing general counsel and advice to small businesses and individuals.

Carter currently serves as Honorary Chair of Dallas HERO, Inc., an entity that advocates for changes to the city charter.

She also serves as the principal of two entities, Stefani Carter & Associates, LLC, a consulting and legal services firm, and Stable Realty, LLC, a real estate investments firm.

From 2020 to 2023, Ms.

Carter served as a litigation shareholder at Ferguson Braswell Fraser Kubasta PC ("FBFK"), a full-service law firm.

Prior to FBFK, Ms.

Carter served as senior counsel at the law firm of Estes Thorne & Carr PLLC for three years.

In addition, Ms.

Carter served as an elected representative of House District 102 in the Texas House of Representatives between 2011 and 2015.

Between 2005 and 2011, Ms.

Carter was employed as an associate in various law firms, including Vinson & Elkins, and served as a criminal prosecutor.

Carter currently serves as the Lead Director, the Chair of the Nominating and Corporate Governance Committee, and as a Member of the Related Party Transactions Committee of Braemar Hotels & Resorts, Inc.

BHR), a lodging real estate investment trust.

Since 2021, Ms.

Carter has also served as an Independent Director of Axos Bank and of its holding company Axos Financial, Inc.

AX), for which she is currently a Member of the Compensation and the Asset and Liability Committees and Chair of the Nominating and Corporate Governance Committee.

Carter has a Juris Doctor from Harvard Law School, a Masters in Public Policy from Harvard University's John F.

Kennedy School of Government, and a Bachelor of Arts in Government as well as a Bachelor of Journalism in News/Public Affairs from the University of Texas at Austin.

Carter brings her extensive legal, commercial real estate, corporate governance, and public board experience to the Board.

In addition, Ms.

Carter brings her experience with and knowledge of the Company and its operations gained as a director of the Company since December 2019 to her role as a director of the Company.

Rebecca Musser

Independent Director

Director since 2024

Rebecca Musser has served as member of the Board of Directors since August 2024.

Musser serves as a member of the Audit Committee.

Musser is an experienced accounting consultant with roughly 20 years of experience.

She has accounting experience in a broad range of industries, with a recent focus in the private equity sector.

Musser, a licensed Certified Internal Auditor, began her internal audit experience roughly 20 years ago at Tyler Technologies, where she and the audit director formed the company’s first internal audit department, a requirement from the then-newly released Sarbanes-Oxley Act.

Following Tyler Technologies, Ms.

Musser worked for public company Dean Foods in their internal audit department and traveled to multiple offices throughout the United States performing audits to collaborate with the external auditors.

Musser served as Controller at Paul Quinn College.

While at the college, she was responsible for multiple departments and overseeing various audits, both financial and compliance related.

While at the college, she helped the college attain new accreditation.

Since leaving the college, Ms.

Musser has worked as an independent accounting consultant for multiple clients.

AH Belo hired Ms.

Musser in 2015 to assist it in its 2014 annual 10-K preparation and review.

This involved reviewing previous and current financial statements to ensure consistency in the reporting.

Musser’s clients within the last 8 years include global investment firm Sixth Street Partners, formerly part of TPG, and MUFG, a bank and private equity fund administrator.

At MUFG, she served as the Interim Controller for a real estate private equity fund administrator.

At Sixth Street, she assisted the management companies and the fund companies with complex accounting projects.

Musser also serves as an Independent Director for Braemar Hotels and Resorts, Inc.

BHR), which invests primarily in full-service luxury hotels and resorts.

She is Chair of the Audit Committee.

Musser has been chosen as a director based on her based on her 20 years of extensive and diverse accounting and audit experience.

Independent Director

Director since 2022

Megan Parisi has served as a member of the Board of Directors since November 2022.

Parisi serves as a member of the Nominating Committee.

Since 2010, she has been the Director of Communications of The Stilwell Group, a group of private investment partnerships with a focus on activist investing in finance-related, small-cap companies.

Parisi is a graduate of Cornell University, where she obtained her B.S.

Parisi has been chosen as a director based on her extensive experience with shareholder communications and corporate governance.

Dennis Pollack

Independent Director

Director since 2023

Dennis Pollack was elected to the Board of Directors in September 2023.

Pollack serves as a member of the Audit Committee.

Pollack has extensive experience in the financial services sector, having recently served as President, Chief Executive Officer, and Member of the Board of Directors at Prudential Bank from 2016 to 2022.

Pollack has been a Board Member at several banking institutions, including Connecticut Bank of Commerce, The Savings Bank of Rockland County, Wayne Savings Bank, TF Financial, and Savings Institute Bank & Trust Company.

He currently serves on the Board of Directors at Provident Bancorp and is a member of its Risk Committee and Compensation Committee.

Previously, Mr.

Pollack was President of Sony Medical Electronics Company, a Division of Sony Corporation of America and Chairman of the Board of Directors at Presilient Worldwide, an information technology company based in Colorado.

He has served as a Board Member of several not-for-profit companies, including The Salvation Army and United Way, Rockland County Chapters.

Pollack received an M.B.A in Money and Financial Markets from Columbia University and a Bachelor of Science in Economics from Seton Hall University.

He also has a Diploma in Bank Lending from New York University.

Pollack has authored and/or co-authored several articles on the state of banking which appeared in such publications as Bottomline Magazine and The Bankers Magazine.

Pollack has been chosen as a director because he brings decades of experience in the C-suite and on a multitude of boards of financial institutions.

Independent Director

Director since 2019

Stilwell was elected to the Board of Directors in December 2019.

Stilwell serves as the Chair of each of the Compensation Committee and the Nominating Committee and as a member of the Executive Committee.

Stilwell is the owner and managing member of Stilwell Value, the general partner of a group of private investment partnerships known as The Stilwell Group.

Since April 2009, Mr.

Stilwell has also served on the board of directors of Kingsway Financial Services Inc., a financial services company.

Stilwell previously served on the boards of directors of American Physicians Capital, Inc.

from November 2004 until it was acquired in October 2010 and SCPIE Holdings Inc.

from December 2006 until it announced a sale of the company in October 2007.

Stilwell graduated from the Wharton School at the University of Pennsylvania with a Bachelor of Science in Economics in 1983.

Stilwell has been chosen as a director based on his extensive experience and knowledge in capital allocation and maximizing stockholder value.

Through the securities of the Company held by The Stilwell Group's private investment partnerships, Mr.

Stilwell holds a substantial position in Wheeler Real Estate Investment Trust, Inc.

Board of Directors Committees

Our Board of Directors has established six committees:

Audit Committee, Compensation Committee, Nominating Committee, Executive Committee, Litigation Committee, and RPT Committee.

The principal functions of each committee are briefly described below.

Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of the Company.

Audit Committee .

Our Audit Committee currently consists of four directors:

Campbell, Dennis Pollack, Robert G.

Brady and Rebecca Musser.

Campbell is the Chair of the Audit Committee.

Campbell qualifies as an "audit committee financial expert" as that term is defined by the applicable SEC regulations and Nasdaq Stock Market corporate governance requirements.

In addition, each of the Audit Committee members is "financially sophisticated" as that term is defined by the Nasdaq Stock Market corporate governance requirements.

The functions of the Audit Committee are described below under the heading "Report of the Audit Committee." The charter of the Audit Committee is available on the Company's Investor Relations tab of our website (https://ir.whlr.us).

All of the members of the Audit Committee are independent within the meaning of SEC regulations, the listing standards of the Nasdaq Stock Market and the Company's Corporate Governance Principles.

The Audit Committee met four times in 2024.

Compensation Committee.

Our Compensation Committee currently consists of two directors:

Stilwell and E.J.

Stilwell is the Chair of the Compensation Committee.

The Compensation Committee is responsible for overseeing compensation paid to the Company's principal executive officers.

The charter of the Compensation Committee is available on the Company's Investor Relations tab of our website ( https://ir.whlr.us ).

All of the members of the Compensation Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company's Corporate Governance Principles.

The Compensation Committee met once in 2024.

Governance and Nominating Committee.

Our Nominating Committee currently consists of three directors:

Stilwell, Stefani D.

Carter and Megan Parisi.

Stilwell is the Chair of the Nominating Committee.

The Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company's Corporate Governance Principles.

In addition, the Nominating Committee develops and reviews background information on candidates for the Board of Directors and makes recommendations to the Board of Directors regarding such candidates.

The Nominating Committee also prepares and supervises the Board of Directors' annual review of director independence.

The charter of the Nominating Committee is available on the Company's Investor Relations tab of our website ( https://ir.whlr.us ).

All of the members of the Nominating Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company's Corporate Governance Principles.

The Nominating Committee met twice in 2024.

Executive Committee.

Our Executive Committee currently consists of two directors:

Stilwell and Stefani D.

Carter is the Chair of the Executive Committee.

The purpose of the Executive Committee is to generally act with the full authority of the Board of Directors, in intervals between meetings of the Board of Directors, particularly when there is a need for prompt review and action of the Board of Directors, and it is impractical to arrange a meeting of the Board of Directors within the time reasonably available.

However, the Executive Committee does not have the authority to act on any matters that are expressly delegated to other committees of the Board of Directors or are under active review by the Board of Directors or another committee of the Board of Directors.

The Executive Committee was formed in February 2020.

The charter of the Executive Committee is available on the Company's Investor Relations tab of our website ( https://ir.whlr.us ).

All members of the Executive Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company's Corporate Governance Principles.

The Executive Committee met three times in 2024.

Litigation Committee.

Our Litigation Committee currently consists of two directors:

Borrack and Stefani D.

Borrack is the Chair of the Litigation Committee.

The Litigation Committee is responsible for overseeing any material litigation matters involving the Company and assisting the Board of Directors in fulfilling its oversight responsibilities with respect to such matters.

In addition, the Litigation Committee has the authority to retain outside counsel or other experts or consultants as it deems appropriate in connection with any such matters, including the authority to approve the fees and other retention terms for such persons.

The charter of the Litigation Committee is available on the Company's Investor Relations tab of our website (https://ir.whlr.us).

All members of the Litigation Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company's Corporate Governance Principles.

The Litigation Committee met once in 2024.

Related Person Transactions Committee .

Our RPT Committee currently consists of two directors:

Carter and Kerry G.

Carter is the Chair of the RPT Committee.

The RPT Committee is responsible for overseeing and approving Related Person Transactions of the Company.

The charter of the RPT Committee is available on the Company's Investor Relations tab of our website ( https://ir.whlr.us ).

All of the members of the RPT Committee are independent within the meaning of SEC regulations, the listing standards of the Nasdaq Stock Market and the Company's Corporate Governance Principles.

The RPT Committee met twice in 2024.

Executive Officers

As of February 28, 2025, the executive officers of the Company are identified below:

Andrew Franklin

Chief Executive Officer and President since October 2021

Andrew Franklin was appointed Chief Executive Officer and President in October 2021.

In August 2022, he was appointed Director, Chief Executive Officer and President of Cedar.

He previously served in the following roles at the Company:

Interim Chief Executive Officer since July 2021;

Chief Operating Officer since February 2018;

and Senior Vice President of Operations since January 2017.

Franklin has over 25 years of commercial real estate experience.

Franklin is a graduate of the University of Maryland, with a Bachelor of Science degree in Finance.

Chief Financial Officer since February 2020

Crystal Plum was appointed Chief Financial Officer in February 2020.

Plum has also served as Chief Financial Officer, Treasurer, and Director of Cedar since August 2022.

She previously served in the following roles at the Company:

Corporate Secretary of Cedar from August 2022 through November 2023;

Vice President of Financial Reporting and Corporate Accounting from March 2018 to February 2020;

and Director of Financial Reporting from September 2016 to March 2018.

Prior to that time, she served as a Manager at Dixon Hughes Goodman LLP from September 2014 to August 2016 and as a Supervisor at Dixon Hughes Goodman LLP from 2008 to September 2014.

Plum has experience reviewing and performing audits, reviews, compilations and tax engagements for a diverse group of clients, as well as banking experience.

Plum is a Certified Public Accountant and has a Bachelor of Science in Business Administration — Accounting and Finance from Old Dominion University.

Code of Ethics and Governance Principles

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

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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".

The Code of Business Conduct and Ethics is available at https//ir.whlr.us under "Governance - Governance Documents".

Insider Trading Policy

The Company has adopted the WHLR Insider Trading Policy , which applies to our directors, officers, and employees, and has implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and Nasdaq standards.

A copy of the WHLR Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Director Compensation

It is our policy that any employees of our Company or its subsidiaries who may also be directors of our Company or its subsidiaries shall not receive any compensation for their services as directors.

As of the date hereof, the Company does not have any employee directors.

However, the Company's Chief Executive Officer and Chief Financial Officer also serve as directors of

our subsidiary, Cedar.

Consistent with the above policy, our Chief Executive Officer and Chief Financial Officer do not receive any compensation for their services as directors of Cedar.

For fiscal year 2024, the Company's non-employee directors were entitled to annual cash compensation in the amount of $65,000 for their services as directors, which represents an annual increase of $5,000 from 2023, effective as of November 7, 2024.

An additional annual cash retainer of $40,000 is paid to the Chair of the Company's Board of Directors.

All compensation is paid to directors quarterly.

Non-employee directors who serve on the Board of Directors of Cedar are entitled to annual cash compensation in the amount of $50,000 for their services as directors, with an additional annual cash retainer of $40,000 for service as Chair of the Cedar Board of Directors.

We reimburse each of our directors for his or her expenses incurred in connection with attendance at Board of Directors and Committee meetings.

The following table summarizes our directors' compensation for 2024:

Name Fees Earned or Paid in Cash (1)

Stock Awards All Other Compensation ($)

Borrack $ 110,740 — — $ 110,740

39,781 — — 39,781

Campbell 150,740 — — 150,740

Carter 100,740 — — 100,740

20,877 — — 20,877

Rebecca Musser (4)

24,452 — — 24,452

Megan Parisi 60,740 — — 60,740

Dennis Pollack 60,740 — — 60,740

Stillwell 60,740 — — 60,740

(1) Includes the following amounts payable to directors for service as directors of Cedar:

Campbell, $90,000;

Borrack, $50,000.

Flemma's term as a director of the Company expired at the Company's 2024 Annual Meeting, and he did not stand for reelection.

Brady was elected to the Board of Directors at the 2024 Annual Meeting.

Musser was elected to the Board of Directors on August 8, 2024.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's directors, executive officers, and beneficial owners of more than 10% of our common stock to file reports with the SEC indicating their holdings of, and transactions in, the Company's equity securities.

Based solely on a review of copies of these reports, we believe that all of our executive officers, directors, and 10% owners timely complied with all Section 16(a) filing requirements for fiscal 2024.

Material Changes to Director Nomination Procedures

There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors.

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.

Compensation Tables

Summary Compensation Table

The table below summarizes the total compensation for the fiscal years indicated paid or awarded to each of our named executive officers ("NEO"), calculated in accordance with SEC rules and regulations.

All per share amounts, amount of Common Stock outstanding, and other discussion of the Company's Common Stock for all periods presented in this Executive Compensation section reflect the Company's Reverse Stock Splits.

Name and Principal Position Fiscal Year Salary ($) (1)

Bonus ($) (1)

Stock Awards ($) All Other Compensation ($) (2)

Andrew Franklin 2024 400,000 — — 44,626 444,626

Chief Executive Officer and President 2023 400,000 200,000 — 45,466 645,466

Crystal Plum 2024 250,000 — — 11,947 261,947

Chief Financial Officer 2023 250,000 125,000 — 12,319 387,319

(1) A portion of each of the salaries and bonuses noted above for each of our NEOs in 2024 and 2023 was allocated to the Company's subsidiary, Cedar, according to the terms of that certain Cost Sharing Agreement entered into by and between the Company and Cedar in connection with their merger in August 2022.

In particular, the salary and bonus allocations, respectively, for 2024 and 2023 were approximately as follows for each NEO:

Franklin - $137,000 and $0, respectively, for 2024 and $159,000 and $70,000, respectively, for 2023;

Plum - $84,000 and $0, respectively, for 2024 and $99,000 and $44,000, respectively, for 2023.

(2) The amounts reported in this column for fiscal 2024 include the following:

Name Company Matching 401(k) Contribution Health Savings Account Contribution Life Insurance Premiums Gym Membership Housing Allowance Total ($)

Andrew Franklin 11,716 3,876 420 392 28,222 44,626

Crystal Plum 9,259 1,932 240 516 — 11,947

Outstanding Equity Awards at 2024 Fiscal Year-End

2015 Long-Term Incentive Plan

Pursuant to our 2015 Long-Term Incentive Plan, we may award incentives covering an aggregate of 4 shares of our Common Stock.

As of February 28, 2025, we have issued 3 shares under the plan to employees, directors, and outside contractors for services provided.

2016 Long-Term Incentive Plan

Pursuant to our 2016 Long-Term Incentive Plan, we may award incentives covering an aggregate of 21 shares of our Common Stock.

As of February 28, 2025, we have issued 17 shares under the plan to employees, directors, and outside contractors for services provided.

Policies and Practices Related to the Grant of Certain Equity Awards

The Company currently does not plan to, grant equity awards, including stock options, to officers, directors, employees, or service providers;

accordingly, the Company does not have a formal policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information.

The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

Employment Agreements with the Company's Named Executive Officers

In February 2018, we entered into an employment agreement with M.

Andrew Franklin, who was at that time our Chief Operating Officer.

In October 2021, Mr.

Franklin was appointed as our Chief Executive Officer and President.

Franklin's employment agreement continued in effect as described below.

In August 2021, we entered into an employment agreement with Crystal Plum, our Chief Financial Officer (the "Plum Employment Agreement").

On August 13, 2024, the Plum Employment Agreement expired by its terms, at which point she remained employed by the Company on an "at will" basis.

Employment Agreement of M.

Andrew Franklin

General Terms.

On February 14, 2018, the Company, on its own behalf and on behalf of its subsidiaries, including the Operating Partnership, entered into an employment agreement with M.

Andrew Franklin (the "Franklin Employment Agreement") for a period of three years beginning on February 14, 2018, and ending on February 13, 2021 (the "Initial Term").

At the end of the Initial Term, the Franklin Employment Agreement automatically renews for subsequent one-year terms on a year-over-year basis unless terminated pursuant to the terms of the Franklin Employment Agreement.

Under the terms of the Franklin Employment Agreement, Mr.

Franklin is entitled to the following compensation:

• Base salary of $250,000 per annum (subsequently increased to $400,000 effective upon Mr.

Franklin's appointment as Chief Executive Officer and President);

• Reimbursement of reasonable and necessary business expenses, and eligibility to participate in any current or future bonus, incentive, and other compensation and benefit plans available to the Company's executives.

Severance Terms.

Under the Franklin Employment Agreement, if Mr.

Franklin's employment were terminated by the Company without "Cause" (as defined in the Franklin Employment Agreement), then Mr.

Franklin would generally be entitled to severance pay of the greater of (i) salary continuation payments at Mr.

Franklin's current salary, less mandatory deductions, for six months plus one (1) additional month for each full calendar quarter remaining in the then-current term of Mr.

Franklin's employment or (ii) salary continuation for a period equal to the remainder of the term of the Franklin Employment Agreement.

Franklin would also be entitled to any annual bonuses that would have been earned based solely on his continued employment for the remainder of the term of the Franklin Employment Agreement.

In addition, Mr.

Franklin would be entitled to disability, accident, and health insurance for a 12-month period following termination substantially similar to those insurance benefits Mr.

Franklin was receiving immediately prior to the date of termination or the cash equivalent, offset by any comparable benefits actually received by Mr.

Franklin terminated his employment with "Good Reason" (as defined in the Franklin Employment Agreement), Mr.

Franklin would generally be entitled to current base salary, less mandatory deductions for 12 months, plus any earned but unpaid bonus for the fiscal year prior to the year in which termination occurs.

In addition, Mr.

Franklin would be entitled to disability, accident, and health insurance for a 12-month period following termination substantially similar to those insurance benefits Mr.

Franklin was receiving immediately prior to the date of termination or the cash equivalent, offset by any comparable benefits actually received by Mr.

Franklin terminated his employment with Good Reason following a "Change in Control" (as defined in the Franklin Employment Agreement) or was terminated by the Company without Cause and such termination occurred within six months of a Change in Control, Mr.

Franklin would generally be entitled to a lump sum payment equal to 2.99 times Mr.

Franklin's annual base salary less mandatory deductions payable within 90 calendar days of the termination (and, in the case of such a termination without Cause, a bonus amount based on any bonus determined by the Board of Directors and payable to other executives of the Company during the 12 months after the Change in Control).

In addition, Mr.

Franklin would be entitled to health care coverage pursuant to COBRA at Mr.

Franklin's expense for up to 18 months.

Franklin would not be entitled to any severance benefits under the Franklin Employment Agreement in the case of the Company terminating his employment for Cause or Mr.

Franklin terminating his employment without Good Reason.

Death and Disability.

In the event of a termination of employment on account of death, Mr.

Franklin's estate would be entitled to:

Franklin's regular base salary (determined on the date of death) for a period of 12 months following death;

(b) the amount of any bonus remaining payable by the Company to Mr.

Franklin for its fiscal year prior to death;

accrued and unpaid bonus determined by the Board of Directors for the year in which the death occurs prorated for the number of completed calendar months served prior to death.

In the event of a "Disability" (as defined in the Franklin Employment Agreement) by Mr.

Franklin for 120 consecutive days or longer at any point during his employment, then the Company would pay to Mr.

Franklin his regular base salary for a 12-month period following the date on which the Disability first begins, net of any benefits received by Mr.

Franklin under any disability policy obtained by the Company or Mr.

Franklin, the premiums for which were paid by the Company.

Franklin would also be entitled to any bonus remaining payable to Mr.

Franklin for his fiscal year prior to the date the Disability began and any unpaid bonus for the fiscal year in which the disability occurred prorated for the number of completed calendar months served prior to the date of Disability.

Miscellaneous Provisions.

The Franklin Employment Agreement provides for confidentiality and nondisclosure provisions, and also contains a non-solicitation of employees clause for a duration of 18 months following the last day of Mr.

Franklin's employment with the Company.

Potential Payments Upon Termination or Change in Control

See " Employment Agreements with the Company's Named Executive Officers " above.

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.

The following tables set forth certain information regarding the beneficial ownership of shares of our Common Stock as of February 28, 2025, unless otherwise indicated, for (1) each of our directors, director nominees and our NEOs, (2) all of our directors, director nominees and all of our NEOs as a group, and (3) each person known by us to be the beneficial owner of 5% or more of our outstanding Common Stock.

Each person or entity named in the tables has sole voting and investment power with respect to all of the shares of our Common Stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the tables.

Unless otherwise indicated, the address of each named person is c/o Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452.

Directors, Nominees and Named Executive Officers

Number of Shares Beneficially Owned Percentage of Class Beneficially Owned (1)

Campbell 25,773 (2)

Rebecca Musser — —

Megan Parisi — —

Dennis Pollack — —

Stilwell 1,154,433 (3)

Named Executive Officers

Andrew Franklin 6,887 (4)

Crystal Plum — —

All directors, nominees and named executive officers as a group (10 persons)

1,187,093 50.7 %

* Less than 1.0%

(1) Based upon 1,166,433 shares of Common Stock outstanding on February 28, 2025.

In addition, amounts assume that all convertible securities held by each stockholder are converted into Common Stock.

(2) Includes (i) 25,773 shares of Common Stock issuable upon conversion of the Convertible Notes, and (ii) 1,553 shares of Series D Preferred Stock convertible into 0 shares of Common Stock.

(3) As of February 28, 2025 and includes (i) 11,769 shares of Common Stock, (ii) 16 shares of Common Stock issuable upon conversion of 817,085 shares of Series B Convertible Preferred Stock, (iii) 4 shares of Common Stock issuable upon conversion of 129,442 shares of Series D Preferred Stock, and (iv) 1,142,644 shares of Common Stock issuable upon conversion of the Convertible Notes, after giving effect to certain ownership limits agreed to among the Company and the Stilwell Investors in the Stilwell Letter Agreement.

Under the Stilwell Letter Agreement, each Stilwell Investor agreed that it will not exercise its right to convert the Convertible Notes into shares of Common Stock to the extent that such conversion would result in such Stilwell Investor, whether on its own or as part of a "group" within the meaning of Section 13(d) of the Exchange Act, becoming the direct or indirect "beneficial owner," as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing 50% or more of the total voting power of all outstanding shares of common equity of the Company that is entitled to vote generally in the election of directors.

Does not include 5,375,893 shares of Common Stock issuable upon conversion of such Notes that would exceed such limits.

Stilwell is the managing member and owner of Stilwell Value, which is the general partner of each of the Stilwell Investors.

(4) Includes (i) 6,887 shares of Common Stock issuable upon conversion of Notes, (ii) 505 shares of Series D Preferred Stock convertible into 0 shares of Common Stock, and (iii) 1,223 shares of Series B Preferred Stock convertible into 0 shares of Common Stock.

5% + Beneficial Owners

Number of Shares Beneficially Owned Percentage of Class Beneficially Owned (1)

Magnetar Financial LLC (1)

142,594 9.8 %

AY2 Capital LLC (2)

142,594 9.8 %

(1) Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2025 by Magnetar Financial LLC ("Magnetar").

Magnetar's reported ownership is based on its interpretation of the ownership limits contained in the Company's Charter (collectively, the "Ownership Limits").

The percentage reported represents 142,594 shares of Common Stock, which Magnetar reports is the maximum number of shares of Common Stock that it may beneficially own in the Company based on the Ownership Limits.

This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Company's Common Stock, rounded down to the nearest whole share.

This 1,455,043 share figure includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024, and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock over which Magnetar possesses shared voting power and shared investment power into 142,594 shares of Common Stock.

This percentage includes the shares reported by Magnetar Capital Partners LP ("Magnetar Capital"), Supernova Management LLC ("Supernova") and David J.

Magnetar Capital is the sole member and parent holding company of Magnetar.

Supernova is the general partner of Magnetar Capital.

The manager of Supernova is Mr.

The address of the principal business office of Magnetar, Magnetar Capital, Supernova, and Mr.

Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(2) Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2025 by AY2 Capital LLC ("AY2").

AY2's reported ownership is based on its interpretation of the Ownership Limits.

The percentage reported represents 142,594 shares of Common Stock, which AY2 reports is the maximum number of shares of Common Stock that it may beneficially own in the Company based on the Ownership Limits.

This 142,594 share figure is equal to 9.8% multiplied by 1,455,043 shares of the Company's Common Stock, rounded down to the nearest whole share.

This 1,455,043 share figure includes (i) 1,312,449 shares of Common Stock outstanding as of December 6, 2024, and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Ownership Limits) of the warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock over which AY2 possesses shared voting power and shared investment power into 142,594 shares of Common Stock.

This percentage includes the shares reported by Harrison Wreschner, Never Summer Holdings, LLC ("Never Summer"), Joseph Cohen and RRJA LLC ("RRJA").

Never Summer and RRJA are the managing members of AY2.

Wreschner is the managing member of Never Summer.

Cohen is the managing member of RRJA.

The address of the principal business office of AY2, Mr.

Wreschner, Never Summer, Mr.

Cohen and RRJA is 15 E.

Box #374, Greenwich, CT 06830.

Securities Authorized for Issuance Under Equity Compensation Plans

3 unchanged sentences

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 4 and 21 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.

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

Related Party Transaction Policies

Our Code of Conduct provides that a conflict of interest may occur when a director or an employee has an ownership or financial interest in another business organization that is doing business with the Company and characterizes these transactions between the Company and the other organization as "related person transactions." Under our Code of Conduct, Ms.

Plum, in her capacity as our "Code of Conduct Compliance Officer," must be made aware of the details of any related person transaction so that she can make a judgment as to the appropriateness of the transaction and refer it for approval to our RPT Committee.

The RPT Committee reviews and approves any related person transaction.

Related Party Transactions

See Notes 4 and 11 to the accompanying audited consolidated financial statements.

Determination of Director Independence

The Board of Directors reviews the independence of each director yearly.

During this review, the Board of Directors considers whether there are any transactions and relationships between any director (and his or her immediate family and affiliates) and the Company and its management to determine, to the extent such transactions and relationships exist, whether any such relationships or transactions are inconsistent with a determination that the director is independent in light of applicable law and listing standards.

The Company believes that its Board of Directors consists of directors who are all independent under the definition of independence provided by Nasdaq Listing Rule 5605(a)(2).

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.

2024 Fiscal Year Audit Firm Fee Summary

The following table summarizes fees paid to our independent registered public accounting firm, Cherry Bekaert LLP ("Cherry Bekaert"), for the years ended December 31, 2024 and 2023:

Types of Fee 2024 2023

(in thousands)

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees — —

Total $ 343 $ 423

(1) Audit fees included annual audits and quarterly reviews.

(2) Audit-related fees are for services related to (a) the Company's exchange offer and registration statement on Form S-11 in 2023 and (b) registration statement on Form S-11 in 2024.

(3) Tax fees related primarily to tax advisory services related to REIT status, including cost segregation studies.

Audit Committee Pre-Approval Policies

Before Cherry Bekaert was engaged by the Company to render audit or non-audit services, the engagement was pre-approved by the Company's Audit Committee.

In addition, the Audit Committee has considered those services provided by Cherry Bekaert and has determined that such services are compatible with maintaining the independence of Cherry Bekaert.

The Audit Committee approved all of the fees of Cherry Bekaert described above.

Exhibits and Financial Statement Schedules.

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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.

At December 31, 2024, the Company had convertible notes with an outstanding principal balance of $30.9 million and outstanding warrants for common stock.

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.

As more fully described in Note 7 to the consolidated financial statements, the Company utilizes a binomial 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.

1 unchanged sentence

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.

We also involved our valuation specialists to evaluate the Company’s determination of the fair value of the derivative liabilities specific to the convertible notes, including testing the appropriateness of the methodology used and assessing the reasonableness of the underlying inputs.

/s/ Cherry Bekaert LLP

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$ 0.6 million in aggregate liquidation value)

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)

Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 3,357,142 and 3,379,142 shares issued and outstanding, respectively;

$ 83.9 million and $ 84.5 million aggregate liquidation preference, respectively)

44,791 44,998

19 unchanged sentences

Depreciation and amortization 25,316 28,502

Impairment of assets held for sale — 760

Impairment charges 1,195 —

Corporate general & administrative 10,982 11,750

Total Operating Expenses 72,593 75,122

Gain on disposal of properties 2,204 2,604

Gain on disposal of properties, net 5,550 2,204

Operating Income 37,531 29,407

3 unchanged sentences

Net changes in fair value of derivative liabilities ( 8,332 ) 3,458

Gain on preferred stock redemptions 9,893 —

Loss on conversion of Convertible Notes ( 412 ) —

Gain on Preferred Stock retirements 4,772 9,893

Other expense ( 1,489 ) ( 5,482 )

Net Income (Loss) Before Income Taxes 6,131 ( 8,470 )

Net Income Before Income Taxes 768 6,131

Income tax expense ( 1 ) ( 48 )

Net Income (Loss) 6,083 ( 8,470 )

Net Income 767 6,083

Net income attributable to noncontrolling interests 10,343 10,770

1 unchanged sentence

Preferred Stock dividends - undeclared ( 8,267 ) ( 9,262 )

Deemed distribution related to preferred stock redemptions ( 15,288 ) —

Deemed distribution related to preferred stock redemption value ( 552 ) ( 15,288 )

Deemed distribution related to repurchase of noncontrolling interests ( 3,780 ) —

Net Loss Attributable to Wheeler REIT Common Stockholders $ ( 22,175 ) $ ( 29,237 )

11 unchanged sentences

Paid-in Capital Accumulated Deficit Total

Stockholders’ (Deficit) Equity Noncontrolling Interest

Shares Value Shares Value Shares Value Operating Partnership Consolidated Subsidiary Total Total Equity

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

Stockholders’ (Deficit) Equity Noncontrolling Interest Total Equity (Deficit)

Shares Value Shares Value Shares Value Operating Partnership Consolidated Subsidiary Total

Balance, December 31, 2022

562 $ 453 3,379,142 $ 44,911 340 $ — $ 235,091 $ ( 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 B Preferred

Conversion of Series D Preferred

Stock to Common Stock — — — — — — 140 — 140 — — — 140

2 unchanged sentences

Stock — — — — — — 57 — 57 ( 57 ) — ( 57 ) —

Redemption of Series D

Preferred Stock to Common

Stock — — — — 18,330 — 22,781 — 22,781 — — — 22,781

Adjustment of Series D Preferred

Stock to redemption value — — — — — — — ( 15,288 ) ( 15,288 ) — — — ( 15,288 )

Adjustment for noncontrolling

interest in operating partnership — — — — — — 41 — 41 ( 41 ) — ( 41 ) —

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 — — — — — — — ( 9,262 ) ( 9,262 ) — ( 10,752 ) ( 10,752 ) ( 20,014 )

Net (loss) income

December 31, 2022

— — — — — — — ( 4,687 ) ( 4,687 ) 18 10,752 10,770 6,083

Balance, December 31, 2023 562 453 3,379,142 44,998 18,670 — 258,110 ( 324,854 ) ( 21,293 ) 1,271 64,845 66,116 44,823

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 ) —

Conversion of debt to Common Stock — — — — 4,368 — 495 — 495 — — — 495

Redemption of Series D

1 unchanged sentence

Stock — — — — 294,083 3 15,653 — 15,656 — — — 15,656

Adjustment of Series D Preferred

Stock to redemption value — — — — — — — ( 15,288 ) ( 15,288 ) — — — ( 15,288 )

Adjustment of Series D Preferred Stock to redemption value — — — — — — — ( 552 ) ( 552 ) — — — ( 552 )

Common stock issued in

exchange for Preferred Stock — — ( 22,000 ) ( 294 ) 11,000 — 1,105 — 811 — — — 811

Adjustment for noncontrolling

interest in operating partnership — — — — — — 1,050 — 1,050 ( 1,050 ) — ( 1,050 ) —

Redemption of fractional units

as a result of reverse stock split — — — — ( 9 ) — — — — — — — —

Noncontrolling interest

repurchases — — — — — — — ( 3,780 ) ( 3,780 ) — ( 7,716 ) ( 7,716 ) ( 11,496 )

Dividends and distributions — — — — — — — ( 8,267 ) ( 8,267 ) — ( 10,295 ) ( 10,295 ) ( 18,562 )

Net (loss) income — — — — — — — ( 9,576 ) ( 9,576 ) 48 10,295 10,343 767

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.

Balance, December 31, 2024 562 $ 453 3,357,142 $ 44,791 328,112 $ 3 $ 276,413 $ ( 347,029 ) $ ( 25,369 ) $ 269 $ 57,129 $ 57,398 $ 32,029

See accompanying notes to audited consolidated financial statements.

5 unchanged sentences

OPERATING ACTIVITIES:

Net income (loss) $ 6,083 $ ( 8,470 )

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

Net income $ 767 $ 6,083

Adjustments to reconcile consolidated net income to net cash from operating activities

Depreciation and amortization 25,316 28,502

1 unchanged sentence

Changes in fair value of derivative liabilities 8,332 ( 3,458 )

Loss on conversion of Convertible Notes 412 —

Above (below) market lease amortization, net ( 3,434 ) ( 4,849 )

1 unchanged sentence

Loss on repurchase of debt securities 700 1,647

Gain on preferred stock redemptions ( 9,893 ) —

Gain on Preferred Stock retirements ( 4,772 ) ( 9,893 )

Unrealized gain on investment securities, net ( 840 ) ( 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

Straight-line income ( 68 ) ( 10 )

Gain on disposal of properties, net ( 5,550 ) ( 2,204 )

Credit adjustments on operating lease receivables 543 522

Impairment charges 1,195 —

Net changes in assets and liabilities

6 unchanged sentences

Expenditures for real estate improvements ( 22,526 ) ( 20,021 )

Purchase of investment securities ( 10,000 ) —

Purchases of investment securities ( 500 ) ( 10,000 )

Cash received from disposal of properties 38,506 2,759

Net cash used in investing activities ( 31,521 ) ( 133,512 )

Net cash provided by (used in) investing activities 15,480 ( 31,521 )

FINANCING ACTIVITIES:

Payments for deferred financing costs ( 1,597 ) ( 4,440 )

Dividends and distributions paid on noncontrolling interests ( 10,752 ) ( 2,688 )

Dividends and distributions paid on noncontrolling interest ( 10,441 ) ( 10,752 )

Repurchase of noncontrolling interest ( 11,496 ) —

Loan proceeds 33,223 123,230

1 unchanged sentence

Repurchase of debt securities ( 1,282 ) ( 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

Loan prepayment penalty ( 368 ) ( 1,758 )

Net cash used in financing activities ( 20,559 ) ( 5,471 )

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 20,909 ( 16,058 )

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period 39,807 55,865

14 unchanged sentences

At December 31, 2024, the Company owned 99.82 % 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.

As of December 31, 2024, the Trust, through the Operating Partnership, owned and operated seventy-five properties, including seventy-two centers and three undeveloped land parcels.

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

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.

12 unchanged sentences

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.

The Cedar Series B Preferred Stock and Cedar Series C Preferred Stock remain outstanding and continue to trade on the NYSE.

As a result Cedar became a subsidiary of the Company.

We have determined that this acquisition is not a variable interest entity, as defined under the consolidation topic of the FASB 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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies

7 unchanged sentences

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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

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

If a lease were to be terminated prior to its stated expiration or not renewed, all unamortized amounts relating to that lease would be recognized in depreciation and amortization expense at that time.

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.

6 unchanged sentences

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.

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.

2 unchanged sentences

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

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

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

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

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

5 unchanged sentences

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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

27 unchanged sentences

Amortization of above and below market lease intangibles is recorded as a component of rental revenues.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

Deferred Costs and Other Assets, net

3 unchanged sentences

Amortization of deferred costs and other assets represents a component of depreciation and amortization expense.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Derivative Financial Instruments

18 unchanged sentences

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.

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

Revenue Recognition

4 unchanged sentences

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Summary of Significant Accounting Policies (continued)

contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent).

Additionally, certain lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent).

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

2 unchanged sentences

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 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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

The Company recognizes tenant reimbursements as variable lease income, as such expenses are reimbursed.

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

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Segment Information

The Company's chief operating decision maker ("CODM") is our Chief Executive Officer.

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 CODM reviews operating and financial information for each property on an individual basis and, accordingly, each property represents an individual operating segment.

The CODM uses net operating income ("NOI") to assist in making decisions on how to allocate resources and assess the Company’s financial performance.

The Company defines NOI as revenues (rental and other revenues), less real estate and other property-related taxes, insurance and property operating expenses.

CAM expenses, utilities, ground rent and management fees are reviewed by the CODM collectively as property operating expenses.

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.

The following tables provide information about the Company's segment revenues, significant segment expenses, NOI and a reconciliation of NOI to the Company’s consolidated operating income (in thousands):

Years Ended December 31,

$ 104,574 $ 102,325

Operating expenses:

Property operating expenses ( 19,469 ) ( 19,522 )

Real estate and other property-related taxes and insurance ( 15,631 ) ( 15,348 )

( 35,100 ) ( 34,870 )

$ 69,474 $ 67,455

Years Ended December 31,

$ 69,474 $ 67,455

Add (deduct):

Depreciation and amortization ( 25,316 ) ( 28,502 )

Impairment charges ( 1,195 ) —

Corporate general & administrative ( 10,982 ) ( 11,750 )

Gain on disposal of properties, net 5,550 2,204

Operating income

$ 37,531 $ 29,407

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

9 unchanged sentences

Other Expense

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

Other expenses were $ 1.5 million for the year ended December 31, 2024, which primarily consisted of capital structure costs, including repurchase of Convertible Notes and legal and other expenses incurred in connection with the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and redemptions of the Series D Preferred Stock by the holders thereof.

Other expenses were $ 5.5 million for the year ended December 31, 2023, which primarily consisted of capital structure costs including repurchase of Convertible Notes and legal and other expenses incurred in connection with the 2023 Exchange Offer, redemptions by holders of the Series D Preferred Stock and the August 2023 Reverse Stock Split.

Lease Commitments

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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.

The ownership interests not held by the parent are considered

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

noncontrolling interests.

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

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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").

The noncontrolling interest ownership percentage will change as additional units are issued or as units are exchanged for the Company’s 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 noncontrolling interest attributable to the acquisition of Cedar represents the fair value of the outstanding Cedar Preferred Stock 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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

These reclassifications had no effect on net income or loss.

All share and share-related information presented in this Form 10-K, including our consolidated financial statements, has been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Splits , unless otherwise noted.

Supplemental Consolidated Statements of Cash Flows Information

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Conversion of common units to Common Stock $ — $ 57

Conversion of Series B Preferred Stock to Common Stock $ — $ 104

Conversion of Series D Preferred Stock to Common Stock — 140

Exchange of Series B and D Preferred Stock to Common Stock 1,105 —

Accretion of Preferred Stock discounts 87 460

Accretion of Preferred stock to liquidation preference 552 15,288

Conversion of debt to Common Stock 495 —

Redemption of Series D Preferred Stock to Common Stock 15,653 22,781

$ ( 33,044 ) $ —

Buildings and improvements included in accounts payable, accrued expenses and other liabilities 1,740 1,047

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Cash paid for interest 25,739 25,216

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.

Recently Adopted Accounting Standards

In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Disclosures." The amendments in this ASU enhance disclosures of the reportable segments, including entities with a single reportable segment.

Additional disclosures include providing one or more measure of profit or loss that is regularly used by the CODM and disclosure of the title and position of the CODM.

The guidance is effective for

Wheeler Real Estate Investment Trust, Inc.

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Notes to Consolidated Financial Statements (Continued)

fiscal years beginning after December 15, 2023.

We adopted this guidance effective for the Company's annual reporting period beginning on January 1, 2024.

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

Recently Issued Accounting Pronouncements

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

The Company’s depreciation expense on real estate assets was $ 18.7 million and $ 18.1 million for the years

ended December 31, 2024 and 2023, respectively.

George Plaza Land Acquisition

Land Acquisitions

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

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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.

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").

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.

Impairment and Dispositions

The Company recorded impairment charges of $ 1.2 million for the year ended December 31, 2024 on Oregon Avenue, located in Philadelphia, Pennsylvania.

The valuation assumptions were 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.

These impairment charges are included in operating income in the accompanying consolidated statements of operations.

The following properties were sold during the years ended December 31, 2024 and 2023 (in thousands):

Disposal Property Contract Price Gain (Loss) Net Proceeds

Disposal Date

Property Contract Price Gain (Loss) Net Proceeds

December 26, 2024 South Philadelphia retail center

$ 21,000 $ ( 5,389 ) $ 16,736

November 27, 2024 Brickyard Plaza land parcel

1,150 973 1,050

September 12, 2024 Kings Plaza 14,200 6,509 13,746

September 11, 2024 Edenton Commons land parcel

1,400 574 1,312

June 26, 2024 Oakland Commons 6,000 3,363 5,662

June 18, 2024 Harbor Point land parcel

n/a ( 480 ) n/a

July 11, 2023 Carll's Corner outparcel

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):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Real Estate (continued)

Building and building improvements (a) $ 137,120

Land and land improvements (a) 47,899

Lease intangibles (b) 28,215

Above market lease (c) 1,718

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

Cash, accounts receivable and other assets 14,242

Total assets acquired 232,107

Below market lease (c) ( 23,622 )

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

Accounts payable and other liabilities ( 4,578 )

Total liabilities acquired ( 31,752 )

Noncontrolling interest (e) ( 64,845 )

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

Purchase consideration:

Cash merger consideration $ 130,000

Capitalized acquisition costs 5,510

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

The purchase price allocation was determined using following approaches:

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

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

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

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

Lease intangibles include in place

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

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

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

Represents the purchase price allocation of the lease liability and corresponding right of use asset associated with a ground lease expiring in 2071.

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

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

Represents merger consideration and capitalized transaction costs.

3,000 2,204 2,759

Harbor Point Land Parcel Disposition

On June 18, 2024, the Company entered into the Harbor Point Settlement Agreement with the City of Grove, which, among other things, provided for the transfer of the Harbor Point land parcel and a one-time payment of $ 160 thousand to the City of Grove in exchange for a release of the Company from all increment taxes and other obligations under the Economic Development Agreement the Company had entered into with the City of Grove and the dismissal of the litigation commenced by the City of Grove against the Company related thereto.

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

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.

Investment Securities - Related Party

In 2023, the Company subscribed for an investment in the amount of $ 10.0 million for limited partnership interests in SAI.

On June 1, 2024, the Company subscribed for an additional investment in the amount of $ 0.5 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.

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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.

The Company's subscriptions were approved by the disinterested directors of the Company, and, after the formation of the RPT Committee, by that Committee.

A portion of SAI's underlying investments are in the Company's own equity and debt securities.

At December 31, 2024 and 2023, approximately 36.0 % and 31.5 % of SAI's underlying investments were in the Company's own equity and debt securities, respectively, and approximately 6.5 % and 6.7 % were in the equity securities of the Company’s consolidated subsidiary, respectively.

SAI records investment transactions based on trade date.

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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.

A limited partner in SAI may request a withdrawal after the expiration of the first anniversary of the date its investment was accepted into SAI.

After the expiration of this lock-up period, withdrawal requests can be made quarterly and are generally paid out on a quarterly basis in accordance with the terms of the SAI limited partnership agreement.

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.

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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.

Deferred Costs and Other Assets, net

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

As of December 31, 2024 and 2023, the fair value of the Company's SAI inve stment was $ 12.0 million and $ 10.7 million, respectively.

For the years ended December 31, 2024 and 2023, the gain on investment securities, net was $ 0.8 million and $ 0.7 million, respectively.

Wheeler Real Estate Investment Trust, Inc.

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Notes to Consolidated Financial Statements (Continued)

Deferred Costs and Other Assets, net (continued)

Deferred Costs and Other Assets, net

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

Leases in place, net $ 10,365 $ 16,663

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Ground lease sandwich interest, net 845 1,119

Tenant relationships, net 280 500

Legal and marketing costs, net 174 278

Tenant relationships, net 156 280

Prepaid expenses 2,661 2,224

Total deferred costs and other assets, net $ 28,028 $ 35,880

Total $ 20,824 $ 28,028

As of December 31, 2024 and 2023, the Company’s intangible accumulated amortization totaled $ 70.7 million and $ 69.9 million, respectively.

During the years ended December 31, 2024 and 2023, the Company’s intangible amortization expense totaled $ 6.6 million and $ 10.4 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

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

Years Ended December 31,

place, net Lease

costs, net Ground lease sandwich interest, net Tenant

relationships, net Legal &

costs, net Total

costs, net Ground lease sandwich interest, net Legal &

costs, net Tenant relationships, net Total

2025 $ 3,169 $ 1,166 $ 274 $ 54 $ 62 $ 4,725

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Loans Payable, net

The Company’s loans payable consist of the following (in thousands, except monthly payment):

The Company’s loans payable, net consist of the following (in thousands, except monthly payment):

Property/Description Monthly Payment Interest

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Sangaree/Tri-County $ 32,329 4.78 % December 2026 — 5,990

Timpany Plaza Interest only 7.27 % September 2028 9,060 —

Timpany Plaza $ 79,858 7.27 % September 2028 11,527 9,060

Village of Martinsville $ 89,664 4.28 % July 2029 14,313 14,755

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

Rivergate (1) $ 100,222 4.25 % September 2031 17,557 18,003

Laburnum Square $ 37,842 4.28 % September 2029 7,625 7,665

Rivergate (1)

$ 100,222 4.25 % September 2031 17,091 17,557

Convertible Notes Interest only 7.00 % December 2031 30,865 31,530

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Interest only 4.25 % July 2032 75,000 75,000

JANAF (2) Interest only 5.31 % July 2032 60,000 60,000

Interest only 5.31 % July 2032 60,000 60,000

Cedar term loan, 10 properties

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Interest only 6.24 % June 2033 53,070 53,070

Term loans - fixed interest rate various 4.47 % (3)

various — 107,219

Term loan, 5 properties

Interest only 6.80 % July 2034 25,500 —

Total Principal Balance 499,531 495,572

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Total Loans Payable, net (3)

$ 482,609 $ 477,574

(1) In October 2026, the interest rate under this loan changes to a variable interest rate equal to the 5-year U.S.

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(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).

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

(3) As of December 31, 2024, the Company was in compliance with its financial covenants as it relates to certain loans included in the table above.

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.

On May 5, 2023, the Company entered into a term loan agreement (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.

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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.

On May 18, 2023, the Company entered into a term loan agreement (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.

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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 .

On September 12, 2023, the Company entered into a term loan agreement (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.

On the closing date, the Company received $ 9.1 million of the $ 11.6 million, and the remaining $ 2.5 million was received in 2024, upon the satisfaction of certain lease-related contingencies.

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):

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 was the daily SOFR, plus applicable margins of 0.10 % plus 2.75 %.

Interest payments were due monthly, and any outstanding principal was due at maturity on February 28, 2025.

The Cedar Revolving Credit Agreement was collateralized by

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

Loans Payable, net (continued)

For the years ended December 31,

6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds were used for capital expenditures and tenant improvements for such properties.

Upon the dispositions of Oakland Commons and Kings Plaza, the properties were released from collateral, the outstanding borrowings were repaid and the Cedar Revolving Credit Agreement was closed on September 12, 2024.

Term Loan, Five Properties

On June 28, 2024, the Company entered into the Term Loan Agreement, 5 Properties with Guggenheim Real Estate, LLC, for $ 25.5 million at a fixed rate of 6.80 % with interest-only payments due monthly.

Commencing on August 10, 2029, until the maturity date of July 10, 2034, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount outstanding at that time.

The Term Loan Agreement, 5 Properties' proceeds were used to refinance four loans, including paying $ 0.4 million in defeasance.

The Term Loan Agreement, 5 Properties is collateralized by Cypress Shopping Center, Conyers Crossing, Chesapeake Square, Sangaree Plaza and Tri-County Plaza.

Debt Maturities

The Company’s scheduled principal repayments on indebtedness as of December 31, 2024, are as follow (in thousands):

Years ended December 31,

Thereafter 443,728

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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:

(b) in shares of Series B Preferred;

(b) in shares of its Series B 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 .

For purposes of determining the value of the Series B Preferred Stock and the Series D Preferred Stock paid as interest on the Convertible Notes, each share of Series B Preferred Stock and Series D Preferred Stock shall be deemed to have a value equal to the product of (x) the average of the volume-weighted average price (as defined in the Indenture) for the Series B Preferred Stock 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

Years ended December 31,

Series B Preferred Stock

number of shares (1)

6 unchanged sentences

(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.

In 2023, the Company paid down $ 1.5 million of the Convertible Notes through an open market purchase of 58,784 units totaling $ 3.1 million.

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.

As a result of these transactions, the Company recognized a $ 0.7 million and $ 1.6 million loss for the years ended December 31, 2024 and 2023, respectively, which

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

represents the fair value of the purchase price over the amount of principal reduction.

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.

Prior to September 21, 2023, the Convertible Notes were 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 $ 180,000 per share of the Company’s Common Stock (the “Conversion Price”).

After September 21, 2023, as a result of the Company being required to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, the Conversion Price 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:

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

During the year ended December 31, 2024, the Company issued an aggregate of 4,368 shares of its Common Stock, having an aggregate fair value of $ 0.5 million, to settle conversion requests of the holders of the Convertible Notes comprising an aggregate principal amount of $ 0.1 million, which resulted in an aggregate net loss on conversion of Convertible Notes of $ 0.4 million.

As of December 31, 2024, the Conversion Price for the Convertible Notes was approximately $ 16.88 per share of the Company’s Common Stock (approximately 1.48 shares of Common Stock for each $ 25.00 of principal amount of the Convertible Notes being converted).

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

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The warrants noted below contain terms and features that give rise to derivative liability classification.

As of the close of business on March 12, 2024 (the third anniversary of the issuance of that certain Common Stock Purchase Warrant, dated March 12, 2021, to the holders thereof (the "Warrant")), the exercise price of the Warrant was reset to

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

an amount equal to the product of the Common Stock volume weighted average price as provided under the Warrant, multiplied by a factor of 1.25 for Tranche A, 1.50 for Tranche B and 2.50 for Tranche C.

Warrants to purchase shares of common stock outstanding at December 31, 2024 and 2023 are as follows:

Warrant Name Warrants Exercise Price Expiration Date

Powerscourt Warrant 49,641 $ 31.20 12/22/2023

Exercise Price

Warrant Name Warrants Expiration Date 2024 2023

Wilmington Warrant Tranche A 18 3/12/2026 $ 667 $ 98,784

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In measuring the warrant liability, the Company used the following inputs:

For the Years Ended December 31,

December 31, 2024 December 31, 2023

Common Stock price $ 3.37 (1)

Weighted average contractual term to maturity 2.2 years 2.5 years

Weighted average contractual term to maturity (years) 1.2 years 2.2 years

Range of expected market volatility % 258.05 % 137.71 %

66.00 % - 72.88 %

Range of risk-free interest rate 4.21 % 4.23 %

4.14 % - 4.68 %

(1) Common stock price as of December 31, 2024 and was not restated for any subsequent stock splits.

(2) Common stock price as of December 31, 2023 and was not restated for any subsequent stock splits.

Fair Value of Conversion Features Related to Convertible Notes

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

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Common Stock price $ 3.37 (2)

Contractual term to maturity 8.0 years 9.0 years

Contractual term to maturity (years) 7.0 years 8.0 years

Expected market volatility % 185.00 % 100.00 %

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(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 %.

preceding the valuation, less a discount of 45 %.

(2) Value as of December 31, 2024 and was not restated for any subsequent stock splits.

(3) Value as of December 31, 2023 and was not restated for any subsequent stock splits.

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Years ended December 31,

Balance at the beginning of period $ 3,653 $ 7,111

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Balance at ending of period $ 11,985 $ 3,653

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Commitments and Contingencies

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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.

As of December 31, 2024 and 2023, the weighted average remaining lease term of our leases was 36 years and 36 years, respectively.

Rent expense under the operating lease agreements was $ 0.9 million and $ 1.1 million for the years ended December 31, 2024 and 2023, 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, 2024 (in thousands):

For the years ended December 31,

Years ended December 31,

Thereafter 18,759

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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;

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, requirements from any and all lenders and general industry practice;

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

Increases in the occurrence of natural disasters and severe weather patterns have led to a consistent increase in overall rates, deductibles and valuations from insurance carriers, which have resulted in increased costs of necessary insurance required to protect our assets.

Concentration of Credit Risk

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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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

13 %, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2024.

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.

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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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

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

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

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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.

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.

On April 10, 2024, Daniel Khoshaba, a holder of the Company's Common Stock and former CEO of the Company, filed a derivative action on behalf of the Company and putative class action on behalf of common stockholders who had not purchased the Convertible Notes in a rights offering in the United States District Court for the Eastern District of Virginia.

In his complaint, Mr.

Khoshaba alleges that nine current and former directors and the CEO of the Company breached their duty to the Company and its common stockholders, and that certain of those directors and an officer of the Company were unjustly enriched.

The complaint primarily asserts the Defendants failed to take sufficient action to mitigate the potential dilution that could be caused by the redemption rights of holders of Series D Preferred Stock and that the Defendants should not have authorized interest on the Convertible Notes sold in the rights offering to be paid in Series D Preferred Stock.

The Company is named as a nominal defendant in the case and no claims are asserted against it.

The Company is providing indemnification (including legal fees and costs) to the directors and officer Defendants.

On June 10, 2024, the individual Defendants and the other parties filed motions to dismiss the complaint.

On September 13, 2024, the District Court issued an opinion (i) granting the directors’ motion to dismiss the derivative claims, finding no demand was made and that demand would not have been futile;

(ii) granting the motion to dismiss the unjust enrichment claim against the directors based on a failure to plead facts supporting the elements of such a claim, and (ii) denying the motions to dismiss on all other grounds.

At this juncture, discovery is ongoing and the outcome of the litigation remains uncertain.

On September 4, 2024, the United States Court of Appeals for the Fourth Circuit affirmed the United States District Court for the District of Maryland's order dismissing the consolidated complaints in the Sydney, et al.

Cedar Realty Trust, Inc., et al.

C-15-CV-22-001527) and Kim v.

Cedar Realty Trust, Inc., et al.

, Civil Action No.

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.

22-cv-01103 lawsuits, and the matters are now concluded.

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

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.

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.

Rental Revenue and Tenant Receivables

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Lease Contract Revenue

The below table disaggregates the Company’s revenue by type of service (in thousands):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Rental Revenue and Tenant Receivables ( continued)

The following table disaggregates the Company’s revenue by type of service (in thousands):

Years ended December 31,

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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, 2024 are as follows (in thousands):

For the years ended December 31,

Years ended December 31,

2025 $ 71,095

1 unchanged sentence

Total minimum rents $ 372,808

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

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 Stock, 6,000,000 shares as Series D Preferred Stock and 4,500 shares of Series A Preferred Stock.

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

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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 .

Reverse Stock Splits

The August 2023 Reverse Stock Split was effective on August 17, 2023 at the ratio of one-for-10.

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

No fractional shares were issued in connection with the August 2023 Reverse Stock Split.

Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of the August 2023 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 Nasdaq on each effective date thereof, without any interest.

On March 5, 2024, in accordance with the Maryland General Corporation Law, our Board of Directors declared advisable the May 2024 Reverse Stock Split and a series of reverse stock splits to potentially occur once every two months at ratios of 1:2 to 1:100, at the discretion of the Board of Directors, from June 1, 2024 through March 31, 2025 ("the Reverse Stock Split Proposals"), and directed that they be submitted to the Company’s stockholders for consideration.

The Company’s stockholders approved the Reverse Stock Split Proposals at the annual meeting held on May 6, 2024.

The May 2024, June 2024, September 2024, November 2024, and January 2025 Reverse Stock Splits were effective on May 16, 2024, June 27, 2024, September 19, 2024, November 18, 2024 and January 27, 2025, respectively, at the ratios of one-for-24, one-for-five, one-for-three, one-for-two and one-for-four, respectively.

The par value of each share of Common Stock remained unchanged after each such Reverse Stock Split.

No fractional shares were issued in connection with the 2024 Reverse Stock Splits or the January 2025 Reverse Stock Split.

Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of each of the 2024 Reverse Stock Splits or January 2025 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 Nasdaq on each effective date thereof, without any interest.

Series A Preferred Stock

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In addition, holders of our Series B Preferred also have the option, at any time, to convert shares of our Series B Preferred into shares of our Common Stock at a conversion price of $ 1,152,000 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.

Upon any voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of shares of our Series B Preferred shall be

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

Exchange of Series B Preferred Stock and Series D Preferred Stock for Common Stock

On October 8, 2024, the Company agreed to issue 11,000 shares of its Common Stock to an unaffiliated holder of the Company’s securities in exchange for 22,000 shares of the Company’s Series D Preferred Stock and 22,000 shares of the Company's Series B Preferred Stock from the investor.

The settlement of the 2024 Preferred Stock Exchange occurred on the same day.

The Company did not receive any cash proceeds as a result of the 2024 Preferred Stock Exchange, and the shares of the Preferred Stock exchanged have been retired and cancelled.

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.

At December 31, 2024 and 2023 , the Company had 6,000,000 authorized shares of Series D Preferred Stock, without par value with a $ 25.00 liquidation preference per share, or $ 88.7 million and $ 97.1 million in aggregate liquidation value, respectively.

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").

Pursuant to the Company's Articles Supplementary, if dividends on the Series D Preferred Stock 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 Stock and Series B Preferred Stock upon which like voting rights have been conferred and are exercisable (such the Series A Preferred Stock and Series B Preferred Stock 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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

deliver such written request for the election of the Series D Preferred Directors.

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 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.

1 unchanged sentence

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.

Redemptions commenced on September 22, 2023.

During the years ended December 31, 2024 and 2023, the Company processed redemptions for an aggregate of 519,822 shares and 864,070 shares, respectively, of Series D Preferred Stock from the holders thereof.

Accordingly, the Company issued 294,083 and 18,330 shares of Common Stock, respectively, in settlement of an aggregate redemption price of approximately $ 20.4 million and $ 32.7 million, respectively.

At December 31, 2024, the Company had received requests to redeem 102,487 shares of Series D Preferred Stock with respect to the January 2025 Holder Redemption Date.

As such, the redemption of these Series D Preferred Stock is considered certain at December 31, 2024 and the liquidation value associated with these shares of $ 4.1 million is presented as a liability.

3 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

Series D Preferred Stock

1 unchanged sentence

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 (1)

306,380 3,908

Accretion to liquidation preference (2)

Series D Preferred Stock redemptions (3)

( 864,070 ) ( 33,044 )

Undeclared dividends — 8,802

Balance December 31, 2023 2,590,458 96,705

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 (1)

3 unchanged sentences

( 519,822 ) ( 24,077 )

Settlement of 2024 Preferred Stock Exchange ( 22,000 ) ( 867 )

Undeclared dividends — 8,179

Balance December 31, 2024 2,236,046 $ 84,625

(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.

(1) See Note 6 for additional details.

(2) 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 and $ 1.7 million adjustment to its carrying value for the Series D Preferred Stock issued for paid-in-kind interest on the Convertible Notes on December 31, 2023.

(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.

however, the corresponding 9,843 shares have not been adjusted for as they remained outstanding at December 31, 2023.

(4) The Series D Preferred Stock issued for paid-in-kind interest on the Convertible Notes was adjusted to carrying value.

(5) The value is net of the January 2025 Holder Redemption Date redemption liquidation value of $ 4.1 million, which is represented as a liability;

however, the corresponding 102,487 shares have not been adjusted for as they remained outstanding at December 31, 2024.

During the years ended December 31, 2024 and 2023, the Company realized a gain of $ 4.8 million and $ 9.9 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in redemptions and exchanges of Preferred Stock being less than the book value of the Preferred Stock retired in those transactions.

Noncontrolling Interests - Consolidated Subsidiary

During the year ended December 31, 2024, Cedar repurchased and retired 791,306 shares of Cedar Series C Preferred Stock in a series of repurchase transactions, including the September 2024 Cedar Tender Offer.

The shares of Cedar Series C Preferred Stock were repurchased for an aggregate of $ 11.5 million at a weighted average price of $ 13.93 per share, representing a premium to the book value of $ 9.75 per share.

The repurchase of the noncontrolling interests caused the recognition of $ 3.8 million deemed distributions during the year ended December 31, 2024.

There were no repurchases of noncontrolling interests in the year ended December 31, 2023.

On December 27, 2024, the Company announced and commenced another "modified Dutch auction" tender offer to purchase up to an aggregate amount paid of $ 12.5 million of shares of Cedar Series C Preferred Stock at a price of not less than $ 13.75 nor greater than $ 15.75 per share of Cedar Series C Preferred Stock, to the sellers in cash, less any applicable withholding taxes and without interest.

Following the expiration of the December 2024 Cedar Tender Offer on January 28, 2025, the Company accepted for purchase 645,276 shares of its Cedar Series C Preferred Stock at $ 15.75 per share for approximately $ 10.2 million.

See Note 12 for additional details.

The total cumulative dividends for the Cedar Series B Preferred Stock and Cedar Series C Preferred Stock were $ 10.3 million and $ 10.8 million for the year ended December 31, 2024 and 2023, respectively, and are included as an increase to net loss attributable to Wheeler REIT Common Stockholders on the consolidated statements of operations.

Earnings per share

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

The following table summarizes the potential dilution of conversion of Operating Partnership common units ("Common Units"), Series B Preferred Stock, 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.

12 unchanged sentences

For the year ended December 31, 2024

$ 8,179 $ 3.66

For the year ended December 31, 2023

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity (continued)

$ 8,802 $ 3.40

The total cumulative dividends in arrears for Series D Preferred Stock is $ 32.8 million as of December 31, 2024 ($ 14.67 per share).

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.

The Series D Preferred Stock holders were entitled to cumulative cash dividends of 14.75 % and 12.75 %, as of December 31, 2024 and 2023, respectively.

There were no dividends declared to holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series D Preferred Stock during the years ended December 31, 2024 or 2023.

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.

The Company performs property management and leasing services for Cedar, a subsidiary of the Company, pursuant to the management agreement entered into by and between the companies (the "Wheeler Real Estate Company Management Agreement").

During the years ended December 31, 2024 and 2023, Cedar paid the Company $ 1.4 million and $ 2.1 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):

Related party amounts due to the Company from Cedar are comprised of (in thousands):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2024 (2)

(b) December 31, 2022 (b)

December 31, 2023 (2)

Financings and real estate taxes

2 unchanged sentences

Leasing commissions 548 161

Cost Sharing Agreement allocations (a) 548 —

Cost Sharing Agreement allocations (1)

Transaction fees 343 —

Other — ( 6 )

Total $ 9,491 $ 8,094

(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.

(1) Includes allocations for executive compensation and directors and officers liability insurance.

(2) These related party amounts have been eliminated for consolidation purposes.

Investment securities - related party

The Company has investments held with SAI, a related party.

For the years ended December 31, 2024 and 2023, the Company recognized $ 323 thousand and $ 204 thousand in fees, respectively.

See Note 4 for additional details.

Subsequent Events

Cumulative Series D Preferred Stock Redemption Information

The Company has processed 154,578 shares of Series D Preferred Stock subsequent to December 31, 2024.

Accordingly, the Company has issued 568,527 shares of Common Stock in settlement of an aggregate redemption price of approximately $ 6.2 million.

Exchanges of Series B Preferred Stock and Series D Preferred Stock for Common Stock

The Company exchanged its Common Stock for its Preferred Stock in the following transactions:

• On January 7, 2025, the Company agreed to issue 2,000 shares of its Common Stock to one unaffiliated holder of its securities in exchange for 1,000 shares of the Company’s Series D Preferred Stock and 1,000 shares of the Company's Series B Preferred Stock.

• On January 16, 2025, the Company agreed to issue 267,800 shares of its Common Stock in the aggregate to six unaffiliated holders of the Company’s securities in exchange for a total of 82,400 shares of the Company’s Series D Preferred Stock and a total of 82,400 shares of the Company's Series B Preferred Stock.

The settlement of each of these transactions occurred on the date thereof or the next business day.

In each of these transactions, the Company did not receive any cash proceeds and the shares of the Preferred Stock exchanged have been retired and cancelled.

December 2024 Cedar Tender Offer

On January 28, 2025, the December 2024 Cedar Tender Offer expired in accordance with its terms.

An aggregate of 645,276 shares of Cedar Series C Preferred Stock were properly tendered and not properly withdrawn at or below the final purchase price of $ 15.75 per share.

The Company accepted for purchase all shares of Cedar Series C Preferred Stock that were properly tendered and not properly withdrawn at or below the final purchase price.

The purchase price for the Cedar Series C Preferred Stock purchased in the December 2024 Cedar Tender Offer is approximately $ 10.2 million, excluding fees and expenses relating to the December 2024 Cedar Tender Offer.

The shares purchased represent approximately 15.3 % of the issued and outstanding Cedar Series C Preferred Stock as of January 30, 2025.

Adjustment to Conversion Price of Convertible Notes

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

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 2025 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 $ 7.05 .

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.

Accordingly, under Section 14.02 (Optional Conversion) of the Indenture, on February 5, 2025, the Conversion Price for the Convertible Notes was further adjusted to approximately $ 3.88 per share of Common Stock (approximately 6.44 shares of Common Stock for each $ 25.00 of principal amount of the Convertible Notes being converted), representing a 45 % discount to $ 7.05 .

Properties Held For Sale Subsequent to December 31, 2024

Subsequent to December 31, 2024, the Company moved seven properties to held for sale and as of March 4, 2025, six properties were classified as held for sale and one property, Webster Commons, was disposed.

On February 11, 2025, the Company sold Webster Commons, a 98,984 square foot retail center located in Webster, Massachusetts, for $ 14.5 million, resulting in $ 13.9 million in net proceeds, which includes a $ 9.1 million pay down of the Cedar term loan, 10 properties to release the property from collateral.

February 2025 Cedar Tender Offers

On February 21, 2025, the Company announced and commenced concurrent but separate offers to purchase up to an aggregate amount paid of $ 9.5 million of (i) up to 584,615 shares of Cedar Series C Preferred Stock for a purchase price of $ 16.25 per share, in cash, and (ii) up to 535,211 shares of Cedar Series B Preferred Stock for a purchase price of $ 17.75 per share, in cash, each less any applicable withholding taxes and without interest (the "February 2025 Cedar Tender Offers").

The February 2025 Cedar Tender Offers are intended to expire at 5:00 p.m., New York City time, on March 21, 2025, unless either offer is earlier extended or terminated.

Wheeler Real Estate Investment Trust, Inc.

10 unchanged sentences

Year Ended December 31, 2023 $ 3,146 $ 522 $ ( 2,765 ) $ 903

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

Wheeler Real Estate Investment Trust, Inc.

31 unchanged sentences

196 — — — 196 — 196

DF I-Edenton (2)

746 — — — 746 — 746

Freeway Junction 1,521 6,755 245 — 1,544 6,977 8,521

1 unchanged sentence

Crockett Square 1,546 6,834 232 — 1,565 7,047 8,612

Harbor Point (2)

778 — ( 359 ) — 419 — 419

Pierpont Centre 484 9,221 559 — 904 9,360 10,264

55 unchanged sentences

Hamburg Square 932 4,967 76 — 932 5,043 5,975

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

2,647 — — 2,647 — 2,647

Patuxent Crossing 2,999 15,145 437 — 2,999 15,582 18,581

Pine Grove Plaza 1,292 3,832 792 — 1,292 4,624 5,916

South Philadelphia 11,996 11,137 937 — 11,996 12,074 24,070

South Philadelphia parcels

3,027 — — — 3,027 — 3,027

Southington Center 358 8,429 218 — 358 8,647 9,005

7 unchanged sentences

(1) Negative amounts represent write-offs of fully depreciated assets.

(2) Net of impairment.

As of December 31, 2024, the aggregate cost for federal income tax purposes was approximately $ 863 million.

30 unchanged sentences

470 12/23/2013 5 - 40 years

Cypress Shopping Center 5,769 1,350 7/1/2014 5 - 40 years

Cypress Shopping Center (1)

1,607 7/1/2014 5 - 40 years

Harrodsburg Marketplace (5)

5 unchanged sentences

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

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

Freeway Junction (6)

4 unchanged sentences

2,177 11/5/2014 5 - 40 years

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

Pierpont Centre (5)

9 unchanged sentences

734 7/1/2015 5 - 40 years

Chesapeake Square 4,014 1,504 7/10/2015 5 - 40 years

Chesapeake Square (1)

1,585 7/10/2015 5 - 40 years

Sunshine Plaza (5)

12 unchanged sentences

2,108 9/30/2015 5 - 40 years

Conyers Crossing 5,960 1,866 9/30/2015 5 - 40 years

Conyers Crossing (1)

2,074 9/30/2015 5 - 40 years

Darien Shopping Center (2)

2 unchanged sentences

458 4/12/2016 5 - 40 years

Folly Road (2)

1,110 4/12/2016 5 - 40 years

Georgetown (2)

497 4/12/2016 5 - 40 years

Property Name Encumbrances Accumulated

3 unchanged sentences

(in thousands)

Folly Road (2)

$ 980 4/12/2016 5 - 40 years

Georgetown (2)

442 4/12/2016 5 - 40 years

Ladson Crossing (2)

49 unchanged sentences

584 8/22/2022 5 - 40 years

314 8/22/2022 5 - 40 years

Oakland Commons

214 8/22/2022 5 - 40 years

Oregon Avenue

4 unchanged sentences

541 8/22/2022 5 - 40 years

South Philadelphia

623 8/22/2022 5 - 40 years

South Philadelphia parcels

— 8/22/2022 N/A

Southington Center (3)

8 unchanged sentences

Combined Total

(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:

(1) Properties secure the Term loan, 5 properties.

(2) Properties secure the Term loan, 22 properties.

(3) Properties secure the Cedar term loan, 10 properties.

(4) Properties secure the Patuxent Crossing/Coliseum Marketplace term loan.

(5) Properties secure the Term loan, 12 properties.

(6) Properties secure the Term loan, 8 properties.

The changes in total real estate assets are as follows:

Years ended December 31,

(in thousands)

7 unchanged sentences

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.

5 unchanged sentences

Articles Supplementary of Wheeler Real Estate Investment Trust, Inc.

filed with SDAT on November 15, 2016

Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on November 21, 2016

3.5 Articles Supplementary of Wheeler Real Estate Investment Trust, Inc.

filed with SDAT on December 1, 2016

19 unchanged sentences

Current Report on Form 8-K November 29, 2021

3.13 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

3.14 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

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

filed with SDAT on May 14, 2024

Current Report on Form 8-K May 14, 2024

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

filed with SDAT on May 14, 2024

Current Report on Form 8-K May 14, 2024

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

filed with SDAT on June 24, 2024

Current Report on Form 8-K June 24, 2024

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

filed with SDAT on June 24, 2024

Current Report on Form 8-K June 24, 2024

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

filed with SDAT on September 17, 2024

Current Report on Form 8-K September 17, 2024

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

filed with SDAT on September 17, 2024

Current Report on Form 8-K September 17, 2024

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

filed with SDAT on November 15, 2024

Current Report on Form 8-K November 15, 2024

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

filed with SDAT on November 15, 2024

Current Report on Form 8-K November 15, 2024

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

filed with SDAT on January 22, 2025

Current Report on Form 8-K January 22, 2025

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

filed with SDAT on January 22, 2025

Current Report on Form 8-K January 22, 2025

3.25 Bylaws of Wheeler Real Estate Investment Trust, Inc., as amended

20 unchanged sentences

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

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.

4 unchanged sentences

Current Report on Form 8-K September 20, 2016

4.4† Description of Securitie s .

4.4† Description of Securities.

4.5 Form of Common Stock Purchase Warrant, dated March 12, 2021

12 unchanged sentences

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

10.4 Registration Rights Agreement , dated March 12, 2021,

4 unchanged sentences

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

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

1 unchanged sentence

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

10.8 Term Loan Agreement, dated October 28, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto

Current Report on Form 8-K October 31, 2022

3 unchanged sentences

Current Report on Form 8-K May 19, 2023

10.11 Form of Director and Officer Indemnification Agreement

Registration Statement on Form S-11

September 1, 2023

10.12 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.

1 unchanged sentence

Current Report on Form 8-K December 6, 2023

Amendment to 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, 202 4

10.14 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 Stilwel l Associates, L.P.

Current Report on Form 8-K December 6, 2023

2 unchanged sentences

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

Wheeler Real Estate Investment Trust , Inc.

Insider Trading Policy

21.1† Subsidiaries of Registrant .

10 unchanged sentences

Incentive Clawback Policy.

Annual Report on Form 10-K

March 5, 2024

101.INS XBRL Instance Document (Filed herewith).

30 unchanged sentences

CARTER Chair of Board March 4, 2025

/S/ SAVERIO M FLEMMA

BORRACK Director March 4, 2025

/S/ ROBERT BRADY Director March 4, 2025

Director March 4, 2025

Saverio M Flemma

/S/ REBECCA MUSSER

Director March 4, 2025

Rebecca Musser

/S/ MEGAN PARISI

Director March 4, 2025

/S/ DENNIS POLLACK

3 unchanged sentences

Director March 4, 2025

/S/ MEGAN PARISI

Director March 5, 2024

BORRACK Director March 5, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures