Wheeler Real Estate Investment Trust, Inc. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2024, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Our internal control over financial reporting is evaluated on a regular basis by personnel in our organization. The overall goals of these various evaluation activities are to monitor our internal control over financial reporting and to make modifications as necessary, as disclosure and internal controls are intended to be dynamic systems that change (including improvements and corrections) as conditions warrant. Management conducted an assessment of the effectiveness of our company’s internal control over financial reporting as of December 31, 2024, utilizing the framework established in “INTERNAL CONTROL-INTEGRATED FRAMEWORK” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, management has determined that our internal controls over financial reporting as of December 31, 2024 were effective. 27 All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm in accordance with SEC rules. Item 9B. Other Information. During the three months ended December 31, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. 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 E.J. Borrack — Member — — Chair — Robert G. Brady Member — — — — — Kerry G. Campbell Chair — — — — Member Stefani D. Carter — — Member Chair Member Chair Rebecca Musser Member — — — — — Megan Parisi — — Member — — — Dennis Pollack Member — — — — — Joesph D. Stillwell — Chair Chair Member — — E.J. Borrack Independent Director Age — 60 Director since 2020 E.J. Borrack has served as a member of the Board of Directors since June 2020. Ms. Borrack serves as the Chair of the Litigation Committee and as a member of the Compensation Committee. Ms. Borrack also serves on the Board of Directors of Cedar. 28 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. Ms. Borrack graduated from the University of Pennsylvania Law School and has a B.A. in English from the University of Pennsylvania. Ms. 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. Robert G. Brady Independent Director Age — 64 Director since 2024 Robert Brady has served as a member of the Board of Directors since May 2024. Mr. Brady serves as a member of the Audit Committee. Mr. 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. Mr. Brady received a B.A. in Economics from Brigham Young University and an M.B.A. from Columbia University with a concentration in Accounting. Mr. Brady has been chosen as a director based on his extensive financial, accounting, and investment experience. Kerry G. Campbell Independent Director Age — 59 Director since 2019 Kerry G. Campbell was elected to the Board of Directors in December 2019. Mr. Campbell serves as the Chair of the Audit Committee and as a member of the RPT Committee. Mr. Campbell also serves as Chairman of the Board of Directors of Cedar. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Stefani D. Carter Independent Director — Chair Age — 47 Director since 2019 29 Stefani D. Carter has served as a member of the Board of Directors since December 2019. Ms. 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. Ms. 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. Ms. 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. Ms. 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. (NYSE: 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. (NYSE: 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. Ms. 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. Ms. 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 Age — 43 Director since 2024 Rebecca Musser has served as member of the Board of Directors since August 2024. Ms. Musser serves as a member of the Audit Committee. Ms. 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. Ms. 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. Ms. 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. Ms. 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. Ms. Musser also serves as an Independent Director for Braemar Hotels and Resorts, Inc. (NYSE: BHR), which invests primarily in full-service luxury hotels and resorts. She is Chair of the Audit Committee. Ms. Musser has been chosen as a director based on her based on her 20 years of extensive and diverse accounting and audit experience. 30 Megan Parisi Independent Director Age — 44 Director since 2022 Megan Parisi has served as a member of the Board of Directors since November 2022. Ms. 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. Ms. Parisi is a graduate of Cornell University, where she obtained her B.S. degree. Ms. Parisi has been chosen as a director based on her extensive experience with shareholder communications and corporate governance. Dennis Pollack Independent Director Age — 74 Director since 2023 Dennis Pollack was elected to the Board of Directors in September 2023. Mr. Pollack serves as a member of the Audit Committee. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Joseph D. Stilwell Independent Director Age — 63 Director since 2019 Joseph D. Stilwell was elected to the Board of Directors in December 2019. Mr. Stilwell serves as the Chair of each of the Compensation Committee and the Nominating Committee and as a member of the Executive Committee. Mr. 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. Mr. 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. Mr. Stilwell graduated from the Wharton School at the University of Pennsylvania with a Bachelor of Science in Economics in 1983. Mr. 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. 31 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: Kerry G. Campbell, Dennis Pollack, Robert G. Brady and Rebecca Musser. Mr. Campbell is the Chair of the Audit Committee. Mr. 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: Joseph D. Stilwell and E.J. Borrack. Mr. 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: Joseph D. Stilwell, Stefani D. Carter and Megan Parisi. Mr. 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: Joseph D. Stilwell and Stefani D. Carter. Ms. 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: E.J. Borrack and Stefani D. Carter. Ms. 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. 32 Related Person Transactions Committee . Our RPT Committee currently consists of two directors: Stefani D. Carter and Kerry G. Campbell. Ms. 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: M. Andrew Franklin Chief Executive Officer and President since October 2021 Age — 44 M. 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. Mr. Franklin has over 25 years of commercial real estate experience. Mr. Franklin is a graduate of the University of Maryland, with a Bachelor of Science degree in Finance. Crystal Plum Chief Financial Officer since February 2020 Age — 43 Crystal Plum was appointed Chief Financial Officer in February 2020. Ms. 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. Ms. Plum has experience reviewing and performing audits, reviews, compilations and tax engagements for a diverse group of clients, as well as banking experience. Ms. 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. A copy of that code is available on the Company’s corporate website, which does not form a part of this Annual Report on Form 10-K. We intend to post any amendments to such code, or any waivers of its requirements, on our website. The Code of Business Conduct and Ethics is available at 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 33 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 $40,000 for service as Chair of the Cedar Board of Directors. We reimburse each of our directors for his or her expenses incurred in connection with attendance at Board of Directors and Committee meetings. The following table summarizes our directors' compensation for 2024: Name Fees Earned or Paid in Cash (1) Stock Awards All Other Compensation ($) Total E.J. Borrack $ 110,740 — — $ 110,740 Robert G. Brady (3) 39,781 — — 39,781 Kerry G. Campbell 150,740 — — 150,740 Stefani D. Carter 100,740 — — 100,740 Saverio M. Flemma (2) 20,877 — — 20,877 Rebecca Musser (4) 24,452 — — 24,452 Megan Parisi 60,740 — — 60,740 Dennis Pollack 60,740 — — 60,740 Joseph D. Stillwell 60,740 — — 60,740 (1) Includes the following amounts payable to directors for service as directors of Cedar: Mr. Campbell, $90,000; and Ms. Borrack, $50,000. (2) Mr. Flemma's term as a director of the Company expired at the Company's 2024 Annual Meeting, and he did not stand for reelection. (3) Mr. Brady was elected to the Board of Directors at the 2024 Annual Meeting. (4) Ms. Musser was elected to the Board of Directors on August 8, 2024. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Exchange Act requires the Company's directors, executive officers, and beneficial owners of more than 10% of our common stock to file reports with the SEC indicating their holdings of, and transactions in, the Company's equity securities. Based solely on a review of copies of these reports, we believe that all of our executive officers, directors, and 10% owners timely complied with all Section 16(a) filing requirements for fiscal 2024. Material Changes to Director Nomination Procedures There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors. Item 11. Executive Compensation. Compensation Tables 34 Summary Compensation Table The table below summarizes the total compensation for the fiscal years indicated paid or awarded to each of our named executive officers ("NEO"), calculated in accordance with SEC rules and regulations. All per share amounts, amount of Common Stock outstanding, and other discussion of the Company's Common Stock for all periods presented in this Executive Compensation section reflect the Company's Reverse Stock Splits. Name and Principal Position Fiscal Year Salary ($) (1) Bonus ($) (1) Stock Awards ($) All Other Compensation ($) (2) Total ($) M. 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: (a) Mr. Franklin - $137,000 and $0, respectively, for 2024 and $159,000 and $70,000, respectively, for 2023; and (b) Ms. Plum - $84,000 and $0, respectively, for 2024 and $99,000 and $44,000, respectively, for 2023. (2) The amounts reported in this column for fiscal 2024 include the following: Name Company Matching 401(k) Contribution Health Savings Account Contribution Life Insurance Premiums Gym Membership Housing Allowance Total ($) M. 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 None. Stock Plans 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 35 Generally 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. Mr. 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); and • 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. Mr. 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. If 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. If 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. Mr. 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: (a) Mr. 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; and (c) any 36 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. Mr. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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) Directors E.J. Borrack — — Robert G. Brady — — Kerry G. Campbell 25,773 (2) 2.2 % Stefani D. Carter — — Rebecca Musser — — Megan Parisi — — Dennis Pollack — — Joseph D. Stilwell 1,154,433 (3) 49.9 % Named Executive Officers M. 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. 37 (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. Mr. 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. Snyderman. 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. Snyderman. 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. Mr. Wreschner is the managing member of Never Summer. Mr. 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. Putnam Ave. Box #374, Greenwich, CT 06830. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2024 regarding our equity compensation plans and the Common Stock we may issue under the plans. Equity Compensation Plan Information Table Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by stockholders (1) — — 5 Equity compensation plans not approved by stockholders — — — Total — — 5 (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. 38 Item 13. Certain Relationships and Related Transactions, and Director Independence. 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). Item 14. Principal Accounting Fees and Services. 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) $ 315 $ 350 Audit-Related Fees (2) 17 63 Tax Fees (3) 11 10 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. 39 PART IV Item 15. Exhibits and Financial Statement Schedules. (a)(1). Financial Statements . The financial statements filed as a part of this Annual Report on Form 10-K are as follows: Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 677 ) 41 Consolidated Balance Sheets 43 Consolidated Statements of Operations 44 Consolidated Statements of Equity 45 Consolidated Statements of Cash Flows 46 Notes to Consolidated Financial Statements 47 (a)(2). Financial Statement Schedules . • Schedule II- Valuation and Qualifying Accounts • Schedule III- Real Estate and Accumulated Depreciation All other financial statement schedules have been omitted because the required information of such schedules is not present, is not present in amounts sufficient to require a schedule or is included in the consolidated financial statements. (a)(3). Exhibits . See the Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference. 40 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Virginia Beach, Virginia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Wheeler Real Estate Investment Trust, Inc. and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes and schedules (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of Real Estate for Impairment Description of Matter At December 31, 2024, the Company’s net real estate totaled $534.9 million. As more fully described in Note 2 to the consolidated financial statements, the Company evaluates its real estate investments for impairment whenever events or changes in circumstances indicate that the carrying value of a real estate investment may not be recoverable. Management evaluates various qualitative factors in determining whether or not events or changes in circumstances indicate that the carrying amount of a real estate investment may not be recoverable. 41 Auditing the Company’s impairment assessment involved subjectivity due to the estimation required to assess significant assumptions utilized in the recoverability of the real estate based on undiscounted operating income and residual values, such as assumptions related to renewal and renegotiations of current leases, estimates of new leases on vacant spaces, and estimates of operating costs. How We Addressed the Matter in Our Audit To test the Company’s evaluation of net real estate for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used in the analysis. We compared the recoverability calculated to the remaining net book value of the assets to ensure recoverability for the properties’ remaining useful lives. We compared the significant assumptions used by management to relevant market information and other applicable sources. As part of our evaluation, we performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related property that would result from changes in the assumptions. Derivative Liabilities Description of Matter At December 31, 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 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. How We Addressed the Matter in Our Audit To test the accounting for the derivative liabilities resulting from the issuance of warrants and convertible notes, our audit procedures included, among others, inspection of the contracts, and testing completeness and accuracy of the data used as well as management’s application of the relevant accounting guidance. We also involved our valuation specialists to evaluate the Company’s determination of the fair value of the derivative liabilities 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 We have served as the Company’s auditor since 2012. Virginia Beach, Virginia March 4, 2025 42 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except par value and share data) December 31, 2024 2023 ASSETS: Real estate: Land and land improvements $ 138,177 $ 149,908 Buildings and improvements 508,957 510,812 647,134 660,720 Less accumulated depreciation ( 112,209 ) ( 95,598 ) Real estate, net 534,925 565,122 Cash and cash equivalents 42,964 18,404 Restricted cash 17,752 21,403 Receivables, net 14,692 13,126 Investment securities - related party 12,025 10,685 Above market lease intangibles, net 1,285 2,114 Operating lease right-of-use assets 9,235 9,450 Deferred costs and other assets, net 20,824 28,028 Total Assets $ 653,702 $ 668,332 LIABILITIES: Loans payable, net $ 482,609 $ 477,574 Below market lease intangible, net 11,121 17,814 Derivative liabilities 11,985 3,653 Operating lease liabilities 10,128 10,329 Series D Preferred Stock redemptions 4,074 369 Accounts payable, accrued expenses and other liabilities 17,131 17,065 Total Liabilities 537,048 526,804 Commitments and contingencies (Note 8) Series D Cumulative Convertible Preferred Stock 84,625 96,705 EQUITY: Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding; $ 0.6 million in aggregate liquidation value) 453 453 Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 3,357,142 and 3,379,142 shares issued and outstanding, respectively; $ 83.9 million and $ 84.5 million aggregate liquidation preference, respectively) 44,791 44,998 Common Stock ($ 0.01 par value, 200,000,000 shares authorized, 328,112 and 18,670 shares issued and outstanding, respectively) 3 — Additional paid-in capital 276,413 258,110 Accumulated deficit ( 347,029 ) ( 324,854 ) Total Stockholders’ Deficit ( 25,369 ) ( 21,293 ) Noncontrolling interests 57,398 66,116 Total Equity 32,029 44,823 Total Liabilities and Equity $ 653,702 $ 668,332 See accompanying notes to audited consolidated financial statements. 43 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except share and per share data) Years Ended December 31, 2024 2023 REVENUE: Rental revenues $ 102,408 $ 100,332 Other revenues 2,166 1,993 Total Revenue 104,574 102,325 OPERATING EXPENSES: Property operations 35,100 34,870 Depreciation and amortization 25,316 28,502 Impairment charges 1,195 — Corporate general & administrative 10,982 11,750 Total Operating Expenses 72,593 75,122 Gain on disposal of properties, net 5,550 2,204 Operating Income 37,531 29,407 Interest income 460 484 Gain on investment securities, net 840 685 Interest expense ( 32,602 ) ( 32,314 ) Net changes in fair value of derivative liabilities ( 8,332 ) 3,458 Loss on conversion of Convertible Notes ( 412 ) — Gain on Preferred Stock retirements 4,772 9,893 Other expense ( 1,489 ) ( 5,482 ) Net Income Before Income Taxes 768 6,131 Income tax expense ( 1 ) ( 48 ) Net Income 767 6,083 Less: Net income attributable to noncontrolling interests 10,343 10,770 Net Loss Attributable to Wheeler REIT ( 9,576 ) ( 4,687 ) Preferred Stock dividends - undeclared ( 8,267 ) ( 9,262 ) 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 ) Loss per share: Basic and Diluted $ ( 317.02 ) $ ( 13,157.97 ) Weighted-average number of shares: Basic and Diluted 69,948 2,222 See accompanying notes to audited consolidated financial statements. 44 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Statements of Equity (in thousands, except share data) Series A Series B Preferred Stock Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ (Deficit) Equity Noncontrolling Interest 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 D Preferred Stock to Common Stock — — — — — — 140 — 140 — — — 140 Conversion of Operating Partnership units to Common 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 ) — Dividends and distributions — — — — — — — ( 9,262 ) ( 9,262 ) — ( 10,752 ) ( 10,752 ) ( 20,014 ) Net (loss) income — — — — — — — ( 4,687 ) ( 4,687 ) 18 10,752 10,770 6,083 Balance, December 31, 2023 562 453 3,379,142 44,998 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 debt to Common Stock — — — — 4,368 — 495 — 495 — — — 495 Redemption of Series D Preferred Stock to Common Stock — — — — 294,083 3 15,653 — 15,656 — — — 15,656 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 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. 45 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2024 2023 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 Deferred financing cost amortization 2,673 2,860 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 ) Paid-in-kind interest 4,133 3,908 Loss on repurchase of debt securities 700 1,647 Gain on Preferred Stock retirements ( 4,772 ) ( 9,893 ) Unrealized gain on investment securities, net ( 840 ) ( 685 ) 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 Receivables, net ( 1,905 ) ( 103 ) Deferred costs and other assets, net ( 1,471 ) ( 2,745 ) Accounts payable, accrued expenses and other liabilities ( 43 ) 1,359 Net cash provided by operating activities 25,988 20,934 INVESTING ACTIVITIES: Investment property acquisitions — ( 4,259 ) Expenditures for real estate improvements ( 22,526 ) ( 20,021 ) Purchases of investment securities ( 500 ) ( 10,000 ) Cash received from disposal of properties 38,506 2,759 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 interest ( 10,441 ) ( 10,752 ) Repurchase of noncontrolling interest ( 11,496 ) — Loan proceeds 33,223 123,230 Loan principal payments ( 28,598 ) ( 108,635 ) Repurchase of debt securities ( 1,282 ) ( 3,116 ) 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 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, end of period $ 60,716 $ 39,807 Supplemental Disclosure: The following table provides a reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 42,964 $ 18,404 Restricted cash 17,752 21,403 Cash, cash equivalents, and restricted cash $ 60,716 $ 39,807 See accompanying notes to audited consolidated financial statements. 46 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Organization and Basis of Presentation and Consolidation Wheeler Real Estate Investment Trust, Inc. is a Maryland corporation formed on June 23, 2011. The Trust serves as the general partner of the Operating Partnership, which was formed as a Virginia limited partnership on April 5, 2012. At December 31, 2024, the Company owned 99.82 % of the Operating Partnership. 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. The Company includes the Trust, the Operating Partnership, the entities included in the REIT formation and the entities acquired since November 2012. The Company prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. All material balances and transactions between the consolidated entities of the Company have been eliminated. The Company owns, leases and operates income producing grocery-anchored centers, neighborhood centers, community centers and free-standing retail properties with a strategy to acquire high quality retail properties that generate attractive risk-adjusted returns. The Company targets properties in communities that have stable demographics. The Company considers properties that are generally located in the most prominent shopping districts in their respective markets, ideally situated at major “Main and Main” intersections. The Company generally leases its properties to national and regional supermarket chains and selects retailers that offer necessity and value-oriented services and items, and generate regular consumer traffic. The Company’s tenants carry goods and offer services that are less impacted by fluctuations in the broader U.S. economy and consumers’ disposable income, which it believes generates more predictable property-level cash flows. The Trust through the Operating Partnership owns Wheeler Interests, LLC ("WI") and Wheeler Real Estate, LLC ("WRE") (WRE and, together with WI, the "Operating Companies"). The Operating Companies are Taxable REIT Subsidiaries ("TRS") to accommodate serving the Non-REIT Properties since applicable REIT regulations consider the income derived from these services to be “bad” income subject to taxation. The regulations allow for costs incurred by the Company commensurate with the services performed for the Non-REIT Properties to be allocated to a TRS. Acquisition of Cedar Realty Trust On 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. 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. 2. Summary of Significant Accounting Policies Real Estate Investments The Company records investment properties and related intangibles at fair value upon acquisition. Investment properties include both acquired and constructed assets. Improvements and major repairs and maintenance are capitalized when the repair and maintenance substantially extends the useful life, increases capacity or improves the efficiency of the asset. All other repair and maintenance costs are expensed as incurred. The Company allocates the purchase price of acquisitions to the various components of the asset based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, the Company may utilize third party valuation specialists. These components typically include buildings, land and any intangible assets related to out-of-market leases, tenant relationships and in-place leases the Company determines to exist. The Company 47 Table of Contents 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. Factors considered by management in the analysis of determining the as-if-vacant property value include an estimate of carrying costs during the expected lease-up periods considering market conditions, and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and estimates of lost rentals at market rates during the expected lease-up periods, tenant demand and other economic conditions. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related expenses. Intangibles related to out-of-market leases, tenant relationships and in-place lease value are recorded at fair value as acquired lease intangibles and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases. The Company records depreciation on buildings and improvements utilizing the straight-line method over the estimated useful life of the asset, generally 5 to 40 years. The Company reviews depreciable lives of investment properties periodically and makes adjustments to reflect a shorter economic life, when necessary. Tenant allowances, tenant inducements and tenant improvements are amortized utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. Amounts allocated to buildings are depreciated over the estimated remaining life of the acquired building or related improvements. The Company amortizes amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The Company also estimates the value of other acquired intangible assets, if any, and amortizes them over the remaining life of the underlying related intangibles. 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. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. The Company measures any impairment of investment property when the estimated undiscounted future operating income before depreciation and amortization, plus its residual value, is less than the carrying value of the property. Estimated undiscounted operating income before depreciation and amortization include renewal and renegotiations of current leases, estimates of new leases on vacant spaces, estimates of operating costs and fluctuating market conditions. The renewal and renegotiations of leases in some cases must be approved by additional third parties outside the control of the Company and the tenant. If such renewed or renegotiated leases are approved at amounts below current estimates, then impairment adjustments may be necessary in the future. To the extent impairment has occurred, the Company charges to income the excess of the carrying value of the property over its estimated fair value. The Company estimates fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects for vacant spaces and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 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. Assets Held For Sale and Discontinued Operations The Company may decide to sell properties that are held for use. The Company records these properties as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. When the carrying value exceeds the fair value, less estimated costs to sell, an impairment expense is recognized. The Company estimates fair value, less estimated closing costs, based on similar real estate sales transactions. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs. Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 48 Table of Contents 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. This includes the net gain (or loss) upon disposal of property held for sale, the property's operating results, depreciation and interest expense. Conditional Asset Retirement Obligation A conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement depends on a future event that may or may not be within the Company’s control. Currently, the Company does not have any conditional asset retirement obligations. However, any such obligations identified in the future would result in the Company recording a liability if the fair value of the obligation can be reasonably estimated. Environmental studies conducted at the time the Company acquired its properties did not reveal any material environmental liabilities, and the Company is unaware of any subsequent environmental matters that would have created a material liability. The Company believes that its properties are currently in material compliance with applicable environmental, as well as non-environmental, statutory and regulatory requirements. The Company did no t record any conditional asset retirement obligation liabilities as of December 31, 2024 and 2023. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents consist primarily of bank operating accounts and money markets. Financial instruments that potentially subject the Company to concentrations of credit risk include its cash and cash equivalents and its trade accounts receivable. The Company places its cash and cash equivalents with institutions of high credit quality. Restricted cash represents amounts held by lenders for real estate taxes, insurance, reserves for capital improvements, leasing costs and tenant security deposits. The Company places its cash and cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company ("FDIC") up to $ 250 thousand. The Company's loss in the event of failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions credit worthiness in conjunction with balances on deposit to minimize risk. Tenant Receivables Tenant receivables include base rents, tenant reimbursements and receivables attributable to recording rents on a straight-line basis. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit-worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. The Company’s standard lease form considers a rent charge past due after five days . A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. Above and Below Market Lease Intangibles, net The Company determines the above and below market lease intangibles upon acquiring a property. Above and below market lease intangibles are amortized over the life of the respective leases. Amortization of above and below market lease intangibles is recorded as a component of rental revenues. Deferred Costs and Other Assets, net The Company’s deferred costs and other assets consist primarily of leasing commissions, leases in place, capitalized legal and marketing costs, tenant relationships and ground lease sandwich interest intangibles associated with acquisitions. The Company’s lease origination costs consist primarily of the portion of property acquisitions allocated to lease originations and commissions paid to third parties in connection with lease originations. The Company generally records amortization of lease origination costs on a straight-line basis over the terms of the related leases. Amortization of deferred costs and other assets represents a component of depreciation and amortization expense. 49 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including stock purchase warrants and convertible notes, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations . The assumptions used in these fair value estimates are based on the three-level valuation hierarchy for fair value measurement and represent Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Debt Issuance Costs The Company may incur debt issuance costs in connection with raising funds through debt. These costs may be paid in the form of cash, or equity (such as warrants and convertible notes). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt issuance costs are presented as a direct deduction from the carrying value of the associated debt liability in the consolidated balance sheets. Series D Preferred Stock The Series D Preferred Stock was initially classified as mezzanine equity because the redemption provisions were conditional upon the occurrence of an event that was not certain. The Series D Preferred Stock was valued at net proceeds plus accrued and unpaid dividends. In 2023, this event became certain and in accordance with ASC 480, the Series D Preferred Stock was revalued at the redemption price which includes undeclared dividends, representing liquidation value. The adjustment to liquidation value was recognized in accumulated deficit as an adjustment to redemption value. Additionally, in accordance with ASC 480, as holders exercise their redemption rights the Series D Preferred Stock becomes mandatorily redeemable and the liquidation value of their exercise is classified as a liability. Operating Partnership Purchase of Stock The Operating Partnership purchased 71,343 shares of the Series D Preferred Stock on September 22, 2020 from an unaffiliated investor at $ 15.50 per share. The Company considers the purchase of the Trust's equity securities to be retired in the consolidated financial statements. Revenue Recognition Lease Contract Revenue The Company has two classes of underlying assets relating to rental revenue activity, retail and office space. The Company retains substantially all of the risks and benefits of ownership of these underlying assets and accounts for these leases as operating leases. The Company combines lease and nonlease components in lease contracts, which includes combining base rent and tenant reimbursement revenue. The Company accrues minimum rents on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. Additionally, certain lease agreements contain provisions that grant additional rents based on tenants’ sales volumes (contingent or percentage rent). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements as variable lease income. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses). This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. These reimbursements are considered nonlease components which the Company combines with the lease component. The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by the tenant's pro-rata percentage of square footage to total square 50 Table of Contents 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, as such expenses are reimbursed. Additionally, the Company has tenants who pay real estate taxes directly to the taxing authority. The Company excludes these Company costs paid directly by the tenant to third parties on the Company’s behalf from both variable revenue payments recognized and the associated property operating expenses. The Company does not evaluate whether certain sales taxes and other similar taxes are the Company’s costs or tenants' costs. Instead, the Company accounts for these costs as tenant costs. The Company recognizes lease termination fees, which are included in "other revenues" on the consolidated statements of operations, in the year that the lease is terminated and collection of the fee is reasonably assured. Upon early lease termination, the Company records losses related to unrecovered intangibles and other assets. Segment Information The Company's 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 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, 2024 2023 Revenues $ 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 ) Total ( 35,100 ) ( 34,870 ) NOI $ 69,474 $ 67,455 Years Ended December 31, 2024 2023 NOI $ 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 Income Taxes 51 Table of Contents 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. In order to maintain this REIT status, the regulations require the Company to distribute at least 90 % of its taxable income to stockholders and meet certain other asset and income tests, as well as other requirements. If the Company fails to qualify as a REIT, it will be subject to tax at regular corporate rates for the years in which it fails to qualify. If the Company loses its REIT status it could not elect to be taxed as a REIT for five years unless the Company’s failure to qualify was due to reasonable cause and certain other conditions were satisfied. Management has evaluated the effect of the guidance provided by generally accepted accounting principles on Accounting for Uncertainty of Income Taxes and has determined that the Company had no uncertain income tax positions . Financial Instruments The carrying amount of financial instruments included in assets and liabilities approximates fair market value due to their immediate or short-term maturity. Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported periods. The Company’s actual results could differ from these estimates. Other Expense Other expense represents expenses which are non-operating in nature. 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 The Company determines if an arrangement is a lease at inception. Operating leases, in which the Company is the lessee, are included in operating lease right-of-use ("ROU") assets and operating lease liabilities on our consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets include any lease payments made and excludes lease incentives. The Company's lease terms may include options to extend the lease when it is reasonably certain that the company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company elects the practical expedient to combine lease and associated nonlease components. The lease components are the majority of its leasing arrangements and the Company accounts for the combined component as an operating lease. In the event the Company modifies existing ground leases or enters into new ground leases, such leases may be classified as finance leases. Noncontrolling Interests Noncontrolling interests is the portion of equity in the Operating Partnership not attributable to the Trust and noncontrolling interest attributable to the acquisition of Cedar. The ownership interests not held by the parent are considered 52 Table of Contents 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. On the consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. Consolidated statements of equity include beginning balances, activity for the period and ending balances for stockholders’ equity, noncontrolling interests and total equity. The noncontrolling interest of the Operating Partnership common unit holders is calculated by multiplying the noncontrolling interest ownership percentage at the balance sheet date by the Operating Partnership’s net assets (total assets less total liabilities). The noncontrolling interest percentage is calculated at any point in time by dividing the number of units not owned by the Company by the total number of units outstanding. The noncontrolling interest ownership percentage will change as additional units are issued or as units are exchanged for the Company’s 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 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. Reclassifications The Company has reclassified certain prior period amounts in the accompanying consolidated financial statements in order to be consistent with the current period presentation. These reclassifications had no effect on net income 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 For the Years Ended December 31, 2024 2023 (in thousands) Non-Cash Transactions: Conversion of common units to Common Stock $ — $ 57 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 Buildings and improvements included in accounts payable, accrued expenses and other liabilities 1,740 1,047 Other Cash Transactions: Cash paid for taxes $ — $ 48 Cash paid for amounts included in the measurement of operating lease liabilities 953 1,001 Cash paid for interest 25,739 25,216 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 53 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries 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 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. 3. Real Estate A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans. Accordingly, restrictions exist as to the encumbered property’s transferability, use and other common rights typically associated with property ownership. The Company’s depreciation expense on real estate assets was $ 18.7 million and $ 18.1 million for the years ended December 31, 2024 and 2023, respectively. Land Acquisitions On February 21, 2023, the Company purchased a 2.5 acre land parcel adjacent to St. George Plaza, located in St. George, South Carolina, for $ 0.2 million. 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. 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. 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 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 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. 54 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 4. 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. Stilwell Value LLC ("Value") is the general partner of SAI. Joseph Stilwell, a member of the Company's Board of Directors, is the managing member of Value and a limited partner in funds advised by Value. Additionally, E.J. Borrack, a member of the Board of Directors, serves as the General Counsel to Value and its affiliated entities, including SAI and related funds, and is a limited partner in one of the funds advised by Value. Megan Parisi, a member of the Company's Board of Directors, serves as the Director of Communications to Value and its affiliated entities, including SAI and related funds, is a non-managing member of Value and is a limited partner in one of the funds advised by Value. The Company's 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. Realized gains and losses from investment transactions are determined on a specific identification basis. Dividend income, net of withholding taxes, and dividend expense are recognized on the ex-dividend date, and interest income and expense are recognized on an accrual basis. Discounts and premiums to the face amount of debt securities are accreted and amortized using the effective interest rate method over the lives of the respective debt securities. 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. In addition, as of the last day of each specified performance period, an incentive allocation of 20 % of the amount by which the “positive performance change,” if any, that has been credited to the capital account of a limited partner during such period exceeds any positive balance in such limited partner's "carryforward account," is debited from the limited partner's capital account and is simultaneously credited to the capital account of Value. The Company's SAI investment is accounted for under the equity method and measured at net asset value as a practical expedient and has not been classified within the fair value hierarchy. All gains and losses, realized and unrealized, and fees are recorded through "gain on investment securities, net" on the consolidated statements of operations. As of December 31, 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. 55 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 5. Deferred Costs and Other Assets, net Deferred costs and other assets, net of accumulated amortization are as follows (in thousands): December 31, 2024 2023 Leases in place, net $ 10,365 $ 16,663 Lease origination costs, net 6,623 7,461 Ground lease sandwich interest, net 845 1,119 Legal and marketing costs, net 174 278 Tenant relationships, net 156 280 Prepaid expenses 2,661 2,224 Other — 3 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, legal and marketing costs, and tenant relationships is as follows (in thousands): Years Ended December 31, Leases in place, net Lease origination costs, net Ground lease sandwich interest, net Legal & marketing costs, net Tenant relationships, net Total 2025 $ 3,169 $ 1,166 $ 274 $ 54 $ 62 $ 4,725 2026 1,937 1,042 274 41 11 3,305 2027 1,536 945 274 28 11 2,794 2028 1,032 780 23 18 10 1,863 2029 816 632 — 11 8 1,467 Thereafter 1,875 2,058 — 22 54 4,009 $ 10,365 $ 6,623 $ 845 $ 174 $ 156 $ 18,163 56 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 6. Loans Payable, net The Company’s loans payable, net consist of the following (in thousands, except monthly payment): Property/Description Monthly Payment Interest Rate Maturity December 31, 2024 December 31, 2023 Cypress Shopping Center $ 34,360 4.70 % July 2024 $ — $ 5,769 Conyers Crossing Interest only 4.67 % October 2025 — 5,960 Winslow Plaza $ 24,295 4.82 % December 2025 4,250 4,331 Tuckernuck $ 32,202 5.00 % March 2026 4,619 4,771 Chesapeake Square $ 23,857 4.70 % August 2026 — 4,014 Sangaree/Tri-County $ 32,329 4.78 % December 2026 — 5,990 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 $ 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 Term loan, 22 properties Interest only 4.25 % July 2032 75,000 75,000 JANAF (2) Interest only 5.31 % July 2032 60,000 60,000 Cedar term loan, 10 properties Interest only 5.25 % November 2032 109,571 110,000 Patuxent Crossing/Coliseum Marketplace Interest only 6.35 % January 2033 25,000 25,000 Term loan, 12 properties Interest only 6.19 % June 2033 61,100 61,100 Term loan, 8 properties Interest only 6.24 % June 2033 53,070 53,070 Term loan, 5 properties Interest only 6.80 % July 2034 25,500 — Total Principal Balance 499,531 495,572 Unamortized deferred financing cost ( 16,922 ) ( 17,998 ) 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. Treasury Rate plus 2.70 %, with a floor of 4.25 %. (2) Collateralized by JANAF properties. (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 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. Loan proceeds were used to refinance the loans on 12 properties, including $ 1.1 million in defeasance. Term Loan Agreement, 8 properties On May 18, 2023, the Company entered into 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. Loan proceeds were used to refinance the loans on 8 properties, including $ 0.7 million in defeasance. Timpany Plaza Loan Agreement On September 12, 2023, the Company entered into 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 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. 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 57 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 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, 2025 $ 5,953 2026 6,450 2027 2,826 2028 16,115 2029 24,459 Thereafter 443,728 Total principal repayments and debt maturities $ 499,531 Convertible Notes The Company’s Convertible Notes bear interest at a rate of 7.00 % per annum. Interest on the Convertible Notes is payable semi-annually in arrears on June 30 and December 31 of each year, at the Company's election: (a) in cash; (b) in shares of its Series B Preferred Stock; (c) in shares of its Series D Preferred Stock; or (d) in any combination of (a), (b), and/or (c). 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): Years ended December 31, Series B Preferred Stock number of shares (1) Series D Preferred Stock number of shares (1) Convertible Note interest at 7 % coupon Fair value adjustment Interest expense 2024 — 187,410 $ 2,163 $ 1,970 $ 4,133 2023 — 306,380 $ 2,259 $ 1,649 $ 3,908 (1) Shares issued as interest payment on Convertible Notes. 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 58 Table of Contents 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. 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: (i) the principal amount of each Convertible Note divided by (ii) the product of (x) the average of the per share volume-weighted average prices for the Common Stock for the 15 consecutive trading days ending on the third business day immediately preceding the date of such change of control, and (y) 0.55 . After January 1, 2024, the Company may redeem the Convertible Notes at any time (in whole or in part) at the Company's option at a redemption price equal to 100 % of the principal amount thereof plus accrued and unpaid interest as of the redemption date (the "Note Redemption Price"). The Note Redemption Price may be paid: (a) in cash; (b) in shares of Common Stock; or (c) in any combination of (a) and (b). 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). The Convertible Notes are subordinate and junior in right of payment to the Company's obligations to the holders of senior indebtedness, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of senior indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal or interest on the Convertible Notes. Fair Value Measurements The fair value of the Company’s fixed rate secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturities. As of December 31, 2024 and December 31, 2023, the fair value of the Company’s fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, was $ 451.0 million and $ 420.8 million, respectively, and the carrying value of such loans, was $ 456.1 million and $ 451.2 million, respectively. The fair value of the Convertible Notes was estimated using available market information. As of December 31, 2024 and December 31, 2023, the fair value of the Convertible Notes, which were determined to be Level 1 within the valuation hierarchy, was $ 179.6 million and $ 75.7 million, respectively, and the carrying value, was $ 26.5 million and $ 26.4 million, respectively. 7. Derivative Liabilities Fair Value of Warrants The Company utilized the Black-Scholes valuation method to calculate the fair value of the warrants noted below. Significant observable and unobservable inputs include stock price, conversion price, risk-free rate, term, likelihood of an event of contractual conversion and expected volatility. The Black-Scholes valuation method simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. The warrants noted below contain terms and features that give rise to derivative liability classification. 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 59 Table of Contents 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: Exercise Price Warrant Name Warrants Expiration Date 2024 2023 Wilmington Warrant Tranche A 18 3/12/2026 $ 667 $ 98,784 Wilmington Warrant Tranche B 15 3/12/2026 $ 801 $ 118,800 Wilmington Warrant Tranche C 4 3/12/2026 $ 1,335 $ 198,000 In measuring the warrant liability, the Company used the following inputs: December 31, 2024 December 31, 2023 Common Stock price $ 3.37 (1) $ 0.31 (2) Weighted average contractual term to maturity (years) 1.2 years 2.2 years Range of expected market volatility % 258.05 % 137.71 % Range of risk-free interest rate 4.21 % 4.23 % (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 The Company identified certain embedded derivatives related to the conversion features of the Convertible Notes. In accordance with ASC 815-40, Derivatives and Hedging Activities , the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through each reporting date. The Company utilized a binomial lattice model to calculate the fair value of the embedded derivatives. Significant observable and unobservable inputs include conversion price, stock price, dividend rate, expected volatility, risk-free rate, optional conversion price and term. The b inomial lattice model is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. In measuring the embedded derivative liability, the Company used the following inputs: December 31, 2024 December 31, 2023 Conversion Price (1) $ 2.22 (2) $ 0.16 (3) Common Stock price $ 3.37 (2) $ 0.31 (3) Contractual term to maturity (years) 7.0 years 8.0 years Expected market volatility % 185.00 % 100.00 % Risk-free interest rate 4.50 % 3.90 % Traded WHLRL price % of par 582.00 % 240.00 % (1) Represents the volume weighted average of the Company's closing Common Stock price for the 10 trading days 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): 60 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) Years ended December 31, 2024 2023 Balance at the beginning of period $ 3,653 $ 7,111 Changes in fair value - Warrants 9 ( 495 ) Changes in fair value - Convertible Notes 8,323 ( 2,963 ) Balance at ending of period $ 11,985 $ 3,653 8. Commitments and Contingencies Lease Commitments The Company is the lessee under several ground leases and for its corporate headquarters; all are accounted for as operating leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term from 5 to 50 years. As of December 31, 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): Years ended December 31, 2025 $ 819 2026 823 2027 827 2028 829 2029 831 Thereafter 18,759 Total undiscounted future minimum lease payments 22,888 Future minimum lease payments, discount ( 12,760 ) Operating lease liabilities $ 10,128 Insurance The Company carries comprehensive liability, property, fire, flood, wind, extended coverage, business interruption and rental loss insurance covering all of the properties in its portfolio under an insurance policy, in addition to other coverages, such as trademark and pollution coverage, that may be appropriate for certain of its properties. Additionally, the Company carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers. The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage, 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 The Company is subject to risks incidental to the ownership and operation of commercial real estate. These risks include, among others, the risks normally associated with changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rates, the availability of financing and potential liability under environmental and other laws. The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically located in the Mid-Atlantic, Southeast, and Northeast, which markets represented approximately 44 %, 43 % and 61 Table of Contents 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. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants. Regulatory and Environmental As the owner of the buildings on our properties, the Company could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse conditions (e.g., poor indoor air quality) in its buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if the Company does not comply with such laws, it could face fines for such noncompliance. Also, the Company could be liable to third parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in its buildings, and the Company could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in its buildings. In addition, some of the Company’s tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject the Company or its tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to the Company, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect the Company’s operations. The Company is not aware of any material contingent liabilities, regulatory matters or environmental matters that may exist. Litigation The Company is involved in various legal proceedings arising in the ordinary course of its business, including, but not limited to commercial disputes. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company records a liability when it considers the loss probable and the amount can be reasonably estimated. In addition, the below legal proceedings are in process: On April 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. v. Cedar Realty Trust, Inc., et al. , (Case No. C-15-CV-22-001527) and Kim v. Cedar Realty Trust, Inc., et al. , Civil Action No. 22-cv-01103 lawsuits, and the matters are now concluded. 62 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 9. Rental Revenue and Tenant Receivables Tenant Receivables As of December 31, 2024 and 2023, the Company’s allowance for uncollectible tenant receivables totaled $ 1.0 million and $ 0.9 million, respectively. At December 31, 2024 and 2023, there were $ 8.9 million and $ 7.9 million, respectively, in unbilled straight-line rent, which is included in "receivables, net." Lease Contract Revenue The following table disaggregates the Company’s revenue by type of service (in thousands): Years ended December 31, 2024 2023 Base rent $ 73,359 $ 72,621 Tenant reimbursements - variable lease revenue 23,957 21,240 Above (below) market lease amortization, net 3,434 4,849 Straight-line rents 1,334 1,370 Percentage rent - variable lease revenue 867 774 Lease termination fees 267 325 Other 1,899 1,668 Total 105,117 102,847 Credit losses on operating lease receivables ( 543 ) ( 522 ) Total $ 104,574 $ 102,325 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): Years ended December 31, 2025 $ 71,095 2026 66,591 2027 57,052 2028 46,305 2029 36,305 Thereafter 95,460 Total minimum rents $ 372,808 63 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 10. Equity and Mezzanine Equity The Company has authority to issue 215,000,000 shares of stock, consisting of 200,000,000 shares of $ 0.01 par value Common Stock and 15,000,000 shares of Preferred Stock of which 5,000,000 shares have been classified as no par value Series B Preferred 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. The Trust is the sole general partner of the Operating Partnership and owned a 99.82 % and 99.13 % interest in the Operating Partnership as of December 31, 2024 and 2023, respectively. Limited partners in the Operating Partnership have the right to redeem their common units for cash or Common Stock, at our option. Distributions to common unit holders are paid at the same rate per unit as dividends per share to the Trust’s common stockholders. 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 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. 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 aforementioned Reverse Stock Splits, unless otherwise noted. Series A Preferred Stock The Company has the right to redeem the 562 shares of Series A Preferred, on a pro rata basis, at any time at a price equal to 103 % of the purchase price for the Series A Preferred. Series B Preferred Stock Holders of Series B Preferred shares have the right to receive, only when and as authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cash dividends, at a rate of 9 % per annum of the $ 25 liquidation preference per share. The Series B Preferred has no redemption rights. However, the Series B Preferred is subject to a mandatory conversion once the 20 -trading day volume-weighted average closing price of our Common Stock, exceeds $ 1,670,400 per share; once this weighted average closing price is met, each share of our Series B Preferred will automatically convert into shares of our Common Stock at a conversion price equal to $ 1,152,000 per share of Common Stock. In addition, holders of our Series B Preferred also have the option, at any time, to convert shares of our Series B Preferred into shares of our Common Stock at a conversion price of $ 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 64 Table of Contents 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, 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 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 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. On or after September 21, 2021, the Company may, at its option, redeem the Series D Preferred Stock, for cash at a redemption price of $ 25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date. The holder of the Series D Preferred Stock may convert shares at any time into shares of the Company’s Common Stock at an initial conversion rate of $ 488,448.00 per share of Common Stock. After September 21, 2023, each holder of the Series D Preferred Stock may, at their option, request that the Company redeem any or all of their shares on a monthly basis at a redemption price of $ 25.00 per share, plus an amount equal to all accrued and unpaid dividends, if any, to and including the Holder Redemption Date, payable in cash or in shares of Common Stock, or any combination thereof, at the Company's option. Redemptions commenced on September 22, 2023. 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. 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. 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. The changes in the carrying value of the Series D Preferred Stock for the years ended December 31, 2024 and 2023 is as follows (in thousands, except per share data): 65 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) Series D Preferred Stock Shares Value Balance December 31, 2022 3,152,392 $ 101,518 Accretion of Preferred Stock discount — 373 Conversion of Series D Preferred Stock to Common Stock ( 4,244 ) ( 140 ) Paid-in-kind interest, issuance of Preferred Stock (1) 306,380 3,908 Accretion to liquidation preference (2) — 15,288 Series D Preferred Stock redemptions (3) ( 864,070 ) ( 33,044 ) Undeclared dividends — 8,802 Balance December 31, 2023 2,590,458 96,705 Paid-in-kind interest, issuance of Preferred Stock (1) 187,410 4,133 Accretion to liquidation preference (4) — 552 Series D Preferred Stock redemptions (5) ( 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) 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 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 66 Table of Contents 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 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. December 31, 2024 December 31, 2023 Outstanding Shares Potential Dilutive Shares Outstanding Shares Potential Dilutive Shares Common units 1 1 4 4 Series B Preferred Stock 3,357,142 73 3,379,142 73 Series D Preferred Stock 2,236,046 2,891,263 2,590,458 86,371 Warrants to purchase Common Stock — 37 — 37 Convertible Notes — 1,829,169 — 50,998 Dividends The following table summarizes the Series D Preferred Stock dividends (in thousands, except for per share amounts): Series D Preferred Stock Arrears Date Undeclared Dividends Per Share For the year ended December 31, 2024 $ 8,179 $ 3.66 For the year ended December 31, 2023 $ 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). 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. 11. Related Party Transactions Related Party Transactions with Cedar The Company performs property management and leasing services for Cedar, a subsidiary of the Company, pursuant to the 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 are comprised of (in thousands): 67 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) December 31, 2024 (2) December 31, 2023 (2) Financings and real estate taxes $ 7,166 $ 7,166 Management fees 634 225 Leasing commissions 548 161 Cost Sharing Agreement allocations (1) 800 548 Transaction fees 343 — Other — ( 6 ) Total $ 9,491 $ 8,094 (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. 12. 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 68 Table of Contents Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Continued) 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, 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. 69 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Schedule II-Valuation and Qualifying Accounts December 31, 2024 Description Balance at Beginning of Year Charged to Costs and Expense Deductions from Reserves Balance at End of Year (in thousands) Allowance for doubtful accounts: Year Ended December 31, 2024 $ 903 $ 543 $ ( 491 ) $ 955 Year Ended December 31, 2023 $ 3,146 $ 522 $ ( 2,765 ) $ 903 70 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Schedule III-Real Estate and Accumulated Depreciation December 31, 2024 Initial Cost Costs Capitalized Subsequent to Acquisition (1) Gross Amount at which Carried at end of Period Property Name Land Building and Improvements Improvements (net) Carrying Costs Land Building and Improvements Total WHLR (in thousands) Amscot Building $ — $ 462 $ 31 $ — $ — $ 493 $ 493 Lumber River Village 800 4,487 277 — 1,013 4,551 5,564 Surrey Plaza 381 1,857 449 — 700 1,987 2,687 Tuckernuck 2,115 6,719 1,660 — 2,171 8,323 10,494 Twin City Commons 800 3,041 142 — 809 3,174 3,983 Tampa Festival 4,653 6,691 2,193 — 4,899 8,638 13,537 Forrest Gallery 3,015 7,455 3,408 — 3,192 10,686 13,878 Winslow Plaza 1,325 3,684 521 — 1,585 3,945 5,530 Clover Plaza 356 1,197 25 — 356 1,222 1,578 St. George Plaza 897 1,264 2,598 — 1,464 3,295 4,759 South Square 353 1,911 339 — 480 2,123 2,603 Westland Square 887 1,710 827 — 901 2,523 3,424 Waterway Plaza 1,280 1,248 451 — 1,507 1,472 2,979 Cypress Shopping Center 2,064 4,579 1,924 — 2,064 6,503 8,567 Harrodsburg Marketplace 1,431 2,485 515 — 1,722 2,709 4,431 Port Crossing Shopping Center 792 6,921 215 — 800 7,128 7,928 LaGrange Marketplace 390 2,648 427 — 451 3,014 3,465 DF I-Courtland 196 — — — 196 — 196 Freeway Junction 1,521 6,755 245 — 1,544 6,977 8,521 Bryan Station 1,658 2,756 330 — 1,808 2,936 4,744 Crockett Square 1,546 6,834 232 — 1,565 7,047 8,612 Pierpont Centre 484 9,221 559 — 904 9,360 10,264 Brook Run Properties 300 — 8 — 300 8 308 Alex City Marketplace 454 7,837 2,299 — 743 9,847 10,590 Brook Run Shopping Center 2,209 12,919 1,553 — 2,377 14,304 16,681 Beaver Ruin Village 2,604 8,284 283 — 2,619 8,552 11,171 Beaver Ruin Village II 1,153 2,809 14 — 1,162 2,814 3,976 Chesapeake Square 895 4,112 1,188 — 1,393 4,802 6,195 Sunshine Plaza 1,183 6,368 1,356 — 1,268 7,639 8,907 Cardinal Plaza 994 2,476 121 — 1,033 2,558 3,591 Frankilton Square LLC 1,022 2,933 693 — 1,435 3,213 4,648 Nashville Commons 1,091 3,503 222 — 1,150 3,666 4,816 Grove Park 722 4,590 695 — 1,085 4,922 6,007 Parkway Plaza 772 4,230 672 — 778 4,896 5,674 Fort Howard Square 1,890 7,350 849 — 2,157 7,932 10,089 Conyers Crossing 2,034 6,820 535 — 2,151 7,238 9,389 Darien Shopping Center 188 1,054 ( 18 ) — 188 1,036 1,224 Devine Street 3,895 1,941 44 — 3,943 1,937 5,880 Folly Road 5,992 4,527 73 — 6,050 4,542 10,592 Georgetown 742 1,917 230 — 787 2,102 2,889 71 Initial Cost Costs Capitalized Subsequent to Acquisition (1) Gross Amount at which Carried at end of Period Property Name Land Building and Improvements Improvements (net) Carrying Costs Land Building and Improvements Total Ladson Crossing $ 2,981 $ 3,920 $ 245 $ — $ 3,145 $ 4,001 $ 7,146 Lake Greenwood Crossing 550 2,499 18 — 550 2,517 3,067 Lake Murray 447 1,537 1,399 — 470 2,913 3,383 Litchfield I 568 929 84 — 572 1,009 1,581 Litchfield II 568 936 158 — 572 1,090 1,662 Litchfield Market Village 2,970 4,716 649 — 3,125 5,210 8,335 Moncks Corner — 1,109 33 — — 1,142 1,142 Ridgeland 203 376 79 — 282 376 658 Shoppes at Myrtle Park 3,182 5,360 1,119 — 3,182 6,479 9,661 South Lake 804 2,025 940 — 804 2,965 3,769 South Park 943 2,967 175 — 1,022 3,063 4,085 Sangaree 2,302 2,922 1,745 — 2,582 4,387 6,969 Tri-County 411 3,421 512 — 635 3,709 4,344 Riverbridge 774 5,384 355 — 820 5,693 6,513 Laburnum Square 3,735 5,929 1,253 — 4,207 6,710 10,917 Franklin Village 2,608 9,426 1,250 — 2,704 10,580 13,284 Village at Martinsville 5,208 12,879 2,148 — 5,265 14,970 20,235 New Market Crossing 993 5,216 1,718 — 1,324 6,603 7,927 Rivergate Shopping Center 1,537 29,177 1,128 — 1,782 30,060 31,842 JANAF 8,267 66,549 6,805 — 9,284 72,337 81,621 WHLR Total $ 94,135 $ 334,872 $ 49,998 $ — $ 103,077 $ 375,928 $ 479,005 CDR Brickyard Plaza $ 1,924 $ 13,119 $ — $ — $ 1,924 $ 13,119 $ 15,043 Carll's Corner 1,955 2,574 624 — 1,955 3,198 5,153 Coliseum Marketplace 1,226 3,172 2,769 — 1,227 5,940 7,167 Fairview Commons 948 2,083 215 — 948 2,298 3,246 Fieldstone Marketplace 2,359 2,279 3,453 — 2,359 5,732 8,091 Gold Star Plaza 1,403 3,223 24 — 1,403 3,247 4,650 Golden Triangle 3,322 13,388 13 — 3,322 13,401 16,723 Hamburg Square 932 4,967 76 — 932 5,043 5,975 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 parcels 3,027 — — — 3,027 — 3,027 Southington Center 358 8,429 218 — 358 8,647 9,005 Timpany Plaza 1,778 5,754 4,323 — 1,778 10,077 11,855 Trexler Mall 3,746 22,979 144 — 3,746 23,123 26,869 Washington Center Shoppes 3,618 11,354 488 — 3,618 11,842 15,460 Webster Commons 1,565 6,207 113 — 1,565 6,320 7,885 CDR Total $ 35,099 $ 118,505 $ 13,689 $ — $ 35,100 $ 132,193 $ 167,293 Combined Total $ 129,234 $ 453,377 $ 63,687 $ — $ 138,177 $ 508,121 $ 646,298 (1) Negative amounts represent write-offs of fully depreciated assets. As of December 31, 2024, the aggregate cost for federal income tax purposes was approximately $ 863 million. 72 Wheeler Real Estate Investment Trust, Inc. and Subsidiaries Schedule III-Real Estate and Accumulated Depreciation Property Name Encumbrances Accumulated Depreciation Date of Construction Date Acquired Depreciation Life WHLR (in thousands) Amscot Building $ 286 5/15/2004 5 - 40 years Lumber River Village (2) 1,699 11/16/2012 5 - 40 years Surrey Plaza (2) 742 12/21/2012 5 - 40 years Tuckernuck $ 4,619 3,341 11/16/2012 5 - 40 years Twin City Commons (2) 1,160 12/18/2012 5 - 40 years Tampa Festival (2) 2,991 8/26/2013 5 - 40 years Forrest Gallery (2) 3,808 8/29/2013 5 - 40 years Winslow Plaza 4,250 1,431 12/19/2013 5 - 40 years Clover Plaza (2) 371 12/23/2013 5 - 40 years St. George Plaza (2) 622 12/23/2013 5 - 40 years South Square (2) 605 12/23/2013 5 - 40 years Westland Square (2) 588 12/23/2013 5 - 40 years Waterway Plaza (2) 470 12/23/2013 5 - 40 years Cypress Shopping Center (1) 1,607 7/1/2014 5 - 40 years Harrodsburg Marketplace (5) 795 7/1/2014 5 - 40 years Port Crossing Shopping Center (5) 2,607 7/3/2014 5 - 40 years LaGrange Marketplace (2) 890 7/25/2014 5 - 40 years DF I-Courtland (undeveloped land) — 8/15/2014 N/A Freeway Junction (6) 2,010 9/4/2014 5 - 40 years Bryan Station (6) 1,081 10/2/2014 5 - 40 years Crockett Square (6) 2,177 11/5/2014 5 - 40 years Pierpont Centre (5) 2,718 1/14/2015 5 - 40 years Brook Run Properties (undeveloped land) — 3/27/2015 N/A Alex City Marketplace (5) 3,110 4/1/2015 5 - 40 years Brook Run Shopping Center (6) 4,286 6/2/2015 5 - 40 years Beaver Ruin Village (6) 2,198 7/1/2015 5 - 40 years Beaver Ruin Village II (6) 734 7/1/2015 5 - 40 years Chesapeake Square (1) 1,585 7/10/2015 5 - 40 years Sunshine Plaza (5) 2,045 7/21/2015 5 - 40 years Cardinal Plaza (5) 730 8/21/2015 5 - 40 years Frankilton Square LLC (5) 918 8/21/2015 5 - 40 years Nashville Commons (5) 957 8/21/2015 5 - 40 years Grove Park (5) 1,330 9/9/2015 5 - 40 years Parkway Plaza (5) 1,206 9/15/2015 5 - 40 years Fort Howard Square (6) 2,108 9/30/2015 5 - 40 years Conyers Crossing (1) 2,074 9/30/2015 5 - 40 years Darien Shopping Center (2) 233 4/12/2016 5 - 40 years Devine Street 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 73 Property Name Encumbrances Accumulated Depreciation Date of Construction Date Acquired Depreciation Life (in thousands) Ladson Crossing (2) $ 998 4/12/2016 5 - 40 years Lake Greenwood Crossing (2) 634 4/12/2016 5 - 40 years Lake Murray (2) 395 4/12/2016 5 - 40 years Litchfield I (2) 267 4/12/2016 5 - 40 years Litchfield II (2) 266 4/12/2016 5 - 40 years Litchfield Market Village (2) 1,266 4/12/2016 5 - 40 years Moncks Corner 281 4/12/2016 5 - 40 years Ridgeland (2) 120 4/12/2016 5 - 40 years Shoppes at Myrtle Park (6) 1,901 4/12/2016 5 - 40 years South Lake (2) 1,048 4/12/2016 5 - 40 years South Park (2) 743 4/12/2016 5 - 40 years Sangaree (1) 1,399 11/10/2016 5 - 40 years Tri-County (1) 976 11/10/2016 5 - 40 years Riverbridge (5) 1,253 11/15/2016 5 - 40 years Laburnum Square 7,625 1,571 12/7/2016 5 - 40 years Franklin Village (5) 2,233 12/12/2016 5 - 40 years Village at Martinsville 14,313 3,782 12/16/2016 5 - 40 years New Market Crossing (2) 1,448 12/20/2016 5 - 40 years Rivergate Shopping Center 17,091 6,654 12/21/2016 5 - 40 years JANAF Shopping Center 60,000 13,693 1/18/2018 5 - 40 years WHLR Totals $ 98,506 CDR Brickyard Plaza (3) $ 1,291 8/22/2022 5 - 40 years Carll's Corner 278 8/22/2022 5 - 40 years Coliseum Marketplace (4) 487 8/22/2022 5 - 40 years Fairview Commons (3) 310 8/22/2022 5 - 40 years Fieldstone Marketplace 345 8/22/2022 5 - 40 years Gold Star Plaza (3) 432 8/22/2022 5 - 40 years Golden Triangle (3) 1,421 8/22/2022 5 - 40 years Hamburg Square (3) 584 8/22/2022 5 - 40 years Oregon Avenue — 8/22/2022 N/A Patuxent Crossing (4) 1,685 8/22/2022 5 - 40 years Pine Grove Plaza (3) 541 8/22/2022 5 - 40 years South Philadelphia parcels — 8/22/2022 N/A Southington Center (3) 882 8/22/2022 5 - 40 years Timpany Plaza 11,527 756 8/22/2022 5 - 40 years Trexler Mall (3) 2,198 8/22/2022 5 - 40 years Washington Center Shoppes (3) 1,169 8/22/2022 5 - 40 years Webster Commons (3) 710 8/22/2022 5 - 40 years CDR Total $ 13,089 Combined Total $ 111,595 (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. 74 (6) Properties secure the Term loan, 8 properties. The changes in total real estate assets are as follows: Years ended December 31, 2024 2023 (in thousands) Balance at beginning of period $ 659,914 $ 637,871 Acquisitions — 3,720 Improvements 21,324 18,999 Impairments ( 1,195 ) — Disposals ( 33,745 ) ( 676 ) Balance at end of period $ 646,298 $ 659,914 75 Incorporated by Reference Item Title of Description Form Filing Date 3.1 Articles of Amendment and Restatement of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on August 5, 2016 Current Report on Form 8-K August 8, 2016 3.2 Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on September 16, 2016 Current Report on Form 8-K September 20, 2016 3.3† Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 15, 2016 3.4† 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 Current Report on Form 8-K December 5, 2016 3.6 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on March 28 , 2017 Current Report on Form 8-K April 3, 2017 3.7 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc., filed with SDAT on March 28 , 2017 Current Report on Form 8-K April 3, 2017 3.8 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on May 29, 2016 Current Report on Form 8-K May 29, 2020 3.9 Certificate of Correction of Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on May 3, 2018 Current Report on Form 8-K May 4, 2018 3.10 Articles Supplementary of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on July 8, 2021 Current Report on Form 8-K July 8, 2021 3.11 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 5, 2021 Current Report on Form 8-K November 5, 2021 3.12 Articles of Amendment of Wheeler Real Estate Investment Trust, Inc. filed with SDAT on November 29, 2021 Current Report on Form 8-K November 29, 2021 3.13 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 Current Report on Form 8-K May 29, 2020 3.26 Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Registration Statement on Form S-11 August 20, 2014 3.27 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Designation of Series A Convertible Preferred Units Current Report on Form 8-K April 15, 2015 3.28 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Amended Designation of Series B Convertible Preferred Units Current Report on Form 8-K July 15, 2016 76 3.29 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Designation of Series D Cumulative Convertible Preferred Units Current Report on Form 8-K September 20, 2016 3.30 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Amended Designation of Additional Series D Cumulative Convertible Preferred Units Current Report on Form 8-K December 5, 2016 3.31 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P. Current Report on Form 8-K September 5, 2019 3.32 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P., dated December 22, 2020 Current Report on Form 8-K December 23, 2020 3.33 Amendment to the Amended and Restated Agreement of Limited Partnership of Wheeler REIT, L.P, dated March 12, 2021 Current Report on Form 8-K March 12, 2021 4.1 Form of Certificate of Common Stock of Wheeler Real Estate Investment Trust, Inc. Current Report on Form 8-K April 3, 2017 4.2 Form of Certificate of Series B Preferred Stock of Wheeler Real Estate Investment Trust, Inc. Registration Statement on Form S-11/A April 23, 2014 4.3 Form of Certificate of Series D Preferred Stock of Wheeler Real Estate Investment Trust, Inc. Current Report on Form 8-K September 20, 2016 4.4† Description of Securities. 4.5 Form of Common Stock Purchase Warrant, dated March 12, 2021 Current Report on Form 8-K March 12, 2021 4.6 Indenture, dated as of August 13, 2021 between Wheeler Real Estate Investment Trust Inc. and Wilmington Savings Fund Society, FSB., as trustee (including form of Note) Current Report on Form 8-K August 16, 2021 10.1 Wheeler Real Estate Investment Trust, Inc. 2015 Long-Term Incentive Plan Current Report on Form 8-K June 8, 2015 10.2 Wheeler Real Estate Investment Trust, Inc. 2016 Long-Term Incentive Plan Current Report on Form 8-K June 16, 2016 10.3 Employment Agreement with M. Andrew Franklin Current Report on Form 8-K February 20, 2018. 10.4 Registration Rights Agreement , dated March 12, 2021, Current Report on Form 8-K March 12, 2021 10.5 Term Loan Agreement , dated June 17, 2022, between Guggenheim Real Estate, LLC and the Borrowers party thereto. Current Report on Form 8-K June 21, 2022 10.6 Loan Agreement , dated July 6, 2022 , between CITI REAL ESTATE FUNDING INC and the Borrowers party thereto. Current Report on Form 8-K July 8, 2022 10.7 Limited Recourse Indemnity Agreement made by Wheeler REIT, L.P. in favor of Guggenheim Real Estate, LLC as of October 28, 2022 Current Report on Form 8-K October 31, 2022 10.8 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 10.9 Term Loan Agreement , dated May 5, 2023, between Insurance Strategy Funding XXVIII, LLC and the Borrowers party thereto. Current Report on Form 10-Q May 9, 2023 10.10 Term Loan Agreement , dated May 18, 2023, between Guggenheim Real Estate, LLC and the Borrowers party thereto. Current Report on Form 8-K May 19, 2023 10.11 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. and Stilwell Associates, L.P., dated as of December 5, 2023 Current Report on Form 8-K December 6, 2023 10.13† 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 77 10.15 Excepted Holder Amendment, by and among Wheeler Real Estate Investment Trust, Inc., Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P. and Stilwell Associates, L.P., dated as of February 5, 2024 Current Report on Form 8-K February 6, 2024 19.1† Wheeler Real Estate Investment Trust , Inc. Insider Trading Policy 21.1† Subsidiaries of Registrant . 23.1† Consent of Cherry Bekaert LLP. 31.1† Certification of the Chief Executive Officer of Wheeler Real Estate Investment Trust, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2† Certification of the Chief Financial Officer of Wheeler Real Estate Investment Trust, Inc. pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2† Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Wheeler Real Estate Investment Trust, Inc. Incentive Clawback Policy. Annual Report on Form 10-K March 5, 2024 101.INS XBRL Instance Document (Filed herewith). 101.SCH XBRL Taxonomy Extension Schema Document (Filed herewith). 101.CAL XBRL Taxonomy Extension Calculation Linkbase (Filed herewith). 101.DEF XBRL Taxonomy Extension Definition Linkbase (Filed herewith). 101.LAB XBRL Taxonomy Extension Labels Linkbase (Filed herewith). 101.PRE XBRL Taxonomy Extension Presentation Linkbase (Filed herewith). † Filed or furnished herewith. 78 Item 16. Form 10-K Summary Not applicable. 79 SIGNATURES Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WHEELER REAL ESTATE INVESTMENT TRUST, INC. By: /s/ M. Andrew Franklin M. Andrew Franklin Chief Executive Officer and President (Principal Executive Officer) By: /s/ Crystal Plum Crystal Plum Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: March 4, 2025 POWER OF ATTORNEY Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints each of M. Andrew Franklin and Crystal Plum as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof. Signature Title Date /S/ M. ANDREW FRANKLIN CEO and President March 4, 2025 M. Andrew Franklin (Principal Executive Officer) /S/ CRYSTAL PLUM Chief Financial Officer March 4, 2025 Crystal Plum (Principal Financial Officer and Principal Accounting Officer) /S/ STEFANI D. CARTER Chair of Board March 4, 2025 Stefani D. Carter /S/ E.J. BORRACK Director March 4, 2025 E.J. Borrack /S/ ROBERT BRADY Director March 4, 2025 Robert Brady /S/ KERRY G. CAMPBELL Director March 4, 2025 Kerry G. Campbell /S/ REBECCA MUSSER Director March 4, 2025 Rebecca Musser 80 /S/ MEGAN PARISI Director March 4, 2025 Megan Parisi /S/ DENNIS POLLACK Director March 4, 2025 Dennis Pollack /S/ JOSEPH D. STILWELL Director March 4, 2025 Joseph D. Stilwell 81