What changed in this filing

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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-04 · 614 added, 605 removed, 1375 unchanged (47% of the section changed)

25 unchanged sentences

Board of Directors

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

As of March 2, 2026, 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

3 unchanged sentences

Carter — — Member Chair Member Chair

Rebecca Musser Member — — — — —

Hannon Member — — — — —

Rebecca Musser Member — — — — Member

Megan Parisi — — Member — — —

Dennis Pollack Member — — — — —

Stillwell — Chair Chair Member — —

— Chair Chair Member — —

Independent Director

25 unchanged sentences

Director since 2019

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

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

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

30 unchanged sentences

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.

Independent Director

Director since 2025

Hannon has served as a member of the Board of Directors since August 2025.

Hannon serves as a member of the Audit Committee.

Hannon has been a Vice-President and Director of Oakmont Capital Inc., a Toronto-based private investment company, since 1997.

He previously was a founding partner of Lonrisk, a Toronto-based specialty insurer and subsidiary of the London Insurance Group, where he was the Chief Financial Officer.

Prior to that, Mr.

Hannon worked for the Continental Bank of Canada in commercial credit and as auditor for Arthur Andersen and Company, Chartered Accountants.

Hannon received a Bachelor of Commerce degree from Queen’s University in 1978 and an M.B.A.

from The Harvard Business School in 1987.

Hannon has been chosen as a director based on his entrepreneurial experience, as well as expertise in accounting, auditing, and financial reporting.

Rebecca Musser

1 unchanged sentence

Director since 2024

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

Musser serves as a member of the Audit Committee.

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

She currently serves on the Audit Committee and the RPT Committee.

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

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

She is Chair of the Audit Committee.

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

She is Chair of the Audit Committee of the Board of Directors of Braemar Hotels and Resorts, Inc.

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

Independent Director

5 unchanged sentences

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

Dennis Pollack

Independent Director

Director since 2019

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

Pollack serves as a member of the Audit Committee.

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

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

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

Previously, Mr.

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

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

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

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

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

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

Independent Director

Director since 2019

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

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

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

16 unchanged sentences

Our Audit Committee currently consists of four directors:

Campbell, Dennis Pollack, Robert G.

Brady and Rebecca Musser.

Campbell, Robert G.

Brady, Gregory P.

Hannon and Rebecca Musser.

Campbell is the Chair of the Audit Committee.

10 unchanged sentences

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.

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 twice in 2025.

Governance and Nominating Committee.

8 unchanged sentences

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.

The Nominating Committee met once in 2025.

Executive Committee.

7 unchanged sentences

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.

The Executive Committee met five times in 2025.

Litigation Committee.

8 unchanged sentences

Related Person Transactions Committee .

Our RPT Committee currently consists of two directors:

Carter and Kerry G.

Our RPT Committee currently consists of three directors:

Carter, Kerry G.

Campbell and Rebecca Musser.

Carter is the Chair of the RPT Committee.

4 unchanged sentences

Executive Officers

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

As of March 2, 2026, the executive officers of the Company are identified below:

Andrew Franklin

12 unchanged sentences

She previously served in the following roles at the Company:

Corporate Secretary of Cedar from August 2022 through November 2023;

Corporate Secretary of Cedar since June 2025;

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

3 unchanged sentences

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

On February 13, 2026, Ms.

Plum notified the Company of her decision to resign from all of her positions with the Company and its subsidiaries.

Plum’s last day will be March 13, 2026.

Code of Ethics and Governance Principles

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

The Company has adopted the Code of Conduct 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".

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

Insider Trading Policy

3 unchanged sentences

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

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

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

our subsidiary, Cedar.

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

However, the Company's Chief Executive Officer and Chief Financial Officer serve as directors of our subsidiary, Cedar.

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

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

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

For fiscal year 2025, WHLR's non-employee directors were entitled to annual cash compensation in the amount of $65,000 for their services as directors.

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

All compensation is paid to directors quarterly.

5 unchanged sentences

Borrack $ 115,000 — — $ 115,000

39,781 — — 39,781

Brady 65,000 — — 65,000

Campbell 155,000 — — 155,000

2 unchanged sentences

Rebecca Musser 65,000 — — 65,000

24,452 — — 24,452

Megan Parisi 65,000 — — 65,000

Dennis Pollack (3)

41,708 — — 41,708

Stillwell 65,000 — — 65,000

2 unchanged sentences

Borrack, $50,000.

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

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

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

Hannon was elected to the Board of Directors at the Company's 2025 Annual Meeting.

Pollack's term as a director of the Company expired at the Company's 2025 Annual Meeting, and he did not stand for reelection.

Compliance with Section 16(a) of the Exchange Act

17 unchanged sentences

In particular, the salary and bonus allocations, respectively, for 2025 and 2024 were approximately as follows for each NEO:

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

$120,000 and $22,000, respectively, for 2025 and $137,000 and $62,000, respectively, for 2024;

Plum - $75,000 and $20,000, respectively, for 2025 and $84,000 and $39,000, respectively, for 2024.

3 unchanged sentences

Crystal Plum 9,629 1,691 240 516 — 12,076

Outstanding Equity Awards at 2024 Fiscal Year-End

2016 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.

The Company has no remaining shares available for issuance and no outstanding awards under the 2016 Long-Term Incentive Plan.

Policies and Practices Related to the Grant of Certain Equity Awards

27 unchanged sentences

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

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

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.

20 unchanged sentences

Franklin for its fiscal year prior to death;

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

and (c) any 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.

11 unchanged sentences

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.

The following tables set forth certain information regarding the beneficial ownership of shares of our Common Stock as of March 2, 2026, 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.

3 unchanged sentences

Campbell 38,481 (2)

Hannon 120,253 (3)

Rebecca Musser — —

Megan Parisi — —

Dennis Pollack — —

Stilwell 1,270,532 (4)

5 unchanged sentences

* Less than 1.0%

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

(1) Based upon 1,290,069 shares of Common Stock outstanding on March 2, 2026.

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

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

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

(2) Includes 38,481 shares of Common Stock issuable upon conversion of the Convertible Notes.

(3) Includes 120,253 shares of Common Stock issuable upon conversion of the Convertible Notes.

(4) Includes (i) 19,029 shares of Common Stock and (ii) 1,251,503 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.

1 unchanged sentence

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) Includes 10,120 shares of Common Stock issuable upon conversion of Notes.

5% + Beneficial Owners

4 unchanged sentences

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.

(1) Based on information set forth in a Schedule 13G/A filed with the SEC on March 3, 2026 by Magnetar Financial LLC ("Magnetar").

Magnetar's reported ownership represents the number and percentage, respectively, of shares of Common Stock that Magnetar believes is the maximum number of shares of Common Stock that it may be deemed to beneficially own, taking into consideration the Investor Excepted Holder Limits permitted under the Excepted Holder Agreement entered into by the Company and certain affiliates of Magnetar on February 19, 2026 (as such term is defined therein) .

The 1,055,511 share figure is equal to 45% multiplied by 2,345,580 shares of the Common Stock.

This 2,345,580 share figure in turn includes (i) 1,290,069 shares of Common Stock outstanding as of March 2, 2026 and (ii) an assumed hypothetical conversion and/or exercise (as applicable, but subject to the Investor Excepted Holder Limits) of the Warrants, Notes, Series D Preferred Stock and/or Series B Preferred Stock held by Magnetar into 1,055,511 shares of Common Stock.

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

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

Magnetar Capital is the sole member and parent

holding company of Magnetar.

Supernova is the general partner of Magnetar Capital.

The manager of Supernova is Mr.

The Administrative Manager of Supernova is currently Mr.

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

19 unchanged sentences

Equity compensation plans not approved by stockholders — — —

(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.

(1) Includes our 2016 Long-Term Incentive Plan.

There are no shares of Common Stock available under our 2016 Long-Term Incentive Plan.

Certain Relationships and Related Transactions, and Director Independence.

Related Party Transaction Policies

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.

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 the Company’s Chief Financial Officer (or, in his or her absence, the Company’s General Counsel) must be made aware of the details of any related person transaction so that he or 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.

6 unchanged sentences

Principal Accounting Fees and Services.

Our independent public accounting firm is Cherry Bekaert LLP, 222 Central Park Avenue, Virginia Beach, VA 23462, PCAOB Auditor ID 677.

2025 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)

The following table summarizes fees paid to our independent registered public accounting firm, Cherry Bekaert LLP ("Cherry Bekaert"), for the years ended December 31, 2025 and 2024 (in thousands), which includes fees related to Cedar, a subsidiary:

Audit Fees (1)

3 unchanged sentences

(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.

(2) Audit-related fees are for services related to the Company's registration statements on Form S-11.

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

(4) All other fees for 2025 were incurred for professional services in connection with the compilation of stand-alone financial statements required by a lender and in connection with property grants.

All other fees for 2024 were incurred for professional services in connection with the compilation of stand-alone financial statements required by a lender.

Audit Committee Pre-Approval Policies

8 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Equity

13 unchanged sentences

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.

and Subsidiaries (the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the two-year period ended December 31, 2025, 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, 2025 and 2024, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

13 unchanged sentences

Critical Audit Matters

(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 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.

3 unchanged sentences

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.

Management evaluates various qualitative factors, which some may involve quantitative aspects, in determining whether or not events or changes in circumstances indicate that the carrying amount of a real estate investment may not be recoverable.

estimates undiscounted cash flows of net real estate using observable and unobservable inputs such as historical and forecasted cash flows, net operating income, leasing prospects, and local market information.

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.

To test the Company’s evaluation of net real estate for impairment, we performed audit procedures that included, among others, obtaining an understanding of the internal controls and processes in place over the Company’s net real estate impairment review process, 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 over 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.

We performed site visits for a sample of tenants to verify there were no signs of physical impairment, or unexpected or undocumented vacancies.

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.

At December 31, 2025, the Company had convertible notes with an outstanding principal balance of $29.4 million and related derivative liabilities with a balance of $7.2 million.

Calculations and accounting for the notes payable and embedded conversion features 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.

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.

To test the accounting for the derivative liabilities resulting from the issuance of convertible notes, our audit procedures included, among others, obtaining an understanding of the internal controls and processes in place over the Company’s derivatives liabilities review process, 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.

16 unchanged sentences

Investment securities - related party 24,406 12,025

Assets held for sale 4,549 —

Above market lease intangibles, net 706 1,285

3 unchanged sentences

Loans payable, net $ 468,157 $ 482,609

Liabilities associated with assets held for sale 1,383 —

Below market lease intangible, net 7,370 11,121

8 unchanged sentences

$ 0.6 million in aggregate liquidation value)

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

Series B Convertible Preferred Stock (no par value, 5,000,000 authorized, 2,714,618 and 3,357,142 shares, respectively, issued and outstanding;

$ 67.9 million and $ 83.9 million aggregate liquidation preference, respectively)

36,296 44,791

Common Stock ($ 0.01 par value, 200,000,000 shares authorized, 328,112 and 18,670 shares issued and outstanding, respectively)

Common Stock ($ 0.01 par value, 200,000,000 shares authorized, 631,866 and 311 shares, respectively, issued and outstanding)

Additional paid-in capital 311,977 276,416

Accumulated deficit ( 350,879 ) ( 347,029 )

Total Stockholders’ Deficit

Accumulated other comprehensive income 2,381 —

Total Stockholders’ Equity (Deficit)

234 ( 25,369 )

20 unchanged sentences

Interest income 964 460

Gain on investment securities, net 840 685

Unrealized gain on investment securities, net - related party — 840

Interest expense ( 33,758 ) ( 32,602 )

1 unchanged sentence

Loss on conversion of Convertible Notes ( 902 ) ( 412 )

Gain on Preferred Stock retirements 4,772 9,893

Gain on preferred stock redemptions 1,523 4,716

Other expense ( 928 ) ( 1,489 )

3 unchanged sentences

Net income attributable to noncontrolling interests 6,067 10,343

Net Loss Attributable to Wheeler REIT ( 9,576 ) ( 4,687 )

Net Income (Loss) Attributable to Wheeler REIT 8,770 ( 9,632 )

Preferred Stock dividends - undeclared ( 6,640 ) ( 8,267 )

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

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

Deemed contribution (distribution) related to issuance of Series D Preferred Stock 1,408 ( 552 )

Deemed contribution related to preferred stock exchanges 9,558 56

Deemed distribution related to noncontrolling interests ( 16,946 ) ( 3,780 )

Net Loss Attributable to Wheeler REIT Common Stockholders $ ( 3,850 ) $ ( 22,175 )

6 unchanged sentences

and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands)

Years Ended December 31,

COMPREHENSIVE INCOME:

Net Income $ 14,837 $ 711

Unrealized holding gain on available for sale securities - related party 2,381 —

Total other comprehensive income 2,381 —

Comprehensive Income Attributable to the Company $ 17,218 $ 711

See accompanying notes to audited consolidated financial statements.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Consolidated Statements of Equity

(in thousands, except share data)

Series A Series B

Series A Series B Accumulated Other Comprehensive Income

Preferred Stock Preferred Stock Common Stock Additional

3 unchanged sentences

Balance, December 31, 2023 562 $ 453 3,379,142 $ 44,998 17 $ — $ 258,110 $ ( 324,854 ) $ — $ ( 21,293 ) $ 1,271 $ 64,845 $ 66,116 $ 44,823

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 ) —

Accretion of Series B Preferred Stock discount — — — 87 — — — — — 87 — — — 87

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

Redemption of Series D Preferred Stock to Common Stock — — — — 280 — 15,656 — — 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 ) 10 — 1,105 56 — 867 — — — 867

Adjustment for noncontrolling interest in operating partnership — — — — — — 1,050 — — 1,050 ( 1,050 ) — ( 1,050 ) —

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 — — — — — — — ( 9,632 ) — ( 9,632 ) 48 10,295 10,343 711

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

Balance, December 31, 2024 562 453 3,357,142 44,791 311 — 276,416 ( 347,029 ) — ( 25,369 ) 269 57,129 57,398 32,029

Accretion of Series B Preferred

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

Accretion of Series B Preferred Stock discount — — — 87 — — — — — 87 — — — 87

Conversion of debt to Common Stock — — — — 17,882 — 2,414 — — 2,414 — — — 2,414

Redemption of Series D

Preferred Stock to Common

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

Conversion of Series B Preferred to Common Stock — — ( 250 ) — — — 3 — — 3 — — — 3

Redemption of Series D Preferred Stock to Common Stock — — — — 147,900 1 13,763 — — 13,764 — — — 13,764

Adjustment of Series D Preferred Stock to redemption value — — — — — — — 1,408 — 1,408 — — — 1,408

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 )

Common stock issued in exchange for Preferred Stock — — ( 642,274 ) ( 8,582 ) 465,770 5 19,112 9,558 — 20,093 — — — 20,093

Adjustment for noncontrolling interest in operating partnership — — — — — — 269 — — 269 ( 269 ) — ( 269 ) —

Redemption of fractional units as a result of reverse stock split — — — — 3 — — — — — — — — —

Noncontrolling interest repurchases — — — — — — — ( 16,946 ) — ( 16,946 ) — ( 25,876 ) ( 25,876 ) ( 42,822 )

Dividends and distributions — — — — — — — ( 6,640 ) — ( 6,640 ) — ( 6,067 ) ( 6,067 ) ( 12,707 )

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

Net income — — — — — — — 8,770 — 8,770 — 6,067 6,067 14,837

Unrealized holding gain on available for sale securities - related party — — — — — — — — 2,381 2,381 — — — 2,381

Balance, December 31, 2025 562 $ 453 2,714,618 $ 36,296 631,866 $ 6 $ 311,977 $ ( 350,879 ) $ 2,381 $ 234 $ — $ 31,253 $ 31,253 $ 31,487

9 unchanged sentences

Depreciation and amortization 22,944 25,316

Deferred financing cost amortization 2,673 2,860

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

Amortization of deferred financing costs 2,694 2,673

Net changes in fair value of derivative liabilities ( 4,742 ) 8,332

Loss on conversion of Convertible Notes 902 412

2 unchanged sentences

Loss on repurchase of debt securities — 700

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

Unrealized gain on investment securities, net ( 840 ) ( 685 )

Straight-line income ( 68 ) ( 10 )

Gain on preferred stock redemptions ( 1,523 ) ( 4,716 )

Unrealized gain on investment securities, net - related party — ( 840 )

Straight-line rents ( 75 ) ( 68 )

Gain on disposal of properties, net ( 14,354 ) ( 5,550 )

7 unchanged sentences

INVESTING ACTIVITIES:

Investment property acquisitions — ( 4,259 )

Expenditures for real estate improvements ( 17,106 ) ( 22,526 )

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

Purchase of investment securities - related party ( 10,000 ) ( 500 )

Cash received from disposal of properties 59,243 38,506

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

Net cash provided by investing activities 32,137 15,480

FINANCING ACTIVITIES:

5 unchanged sentences

Repurchase of debt securities — ( 1,282 )

Loan prepayment penalty ( 368 ) ( 1,758 )

Loan prepayment premium ( 1,256 ) ( 368 )

Net cash used in financing activities ( 65,356 ) ( 20,559 )

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

(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 12,087 ) 20,909

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, beginning of year

60,716 39,807

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, end of year

$ 48,629 $ 60,716

Supplemental Disclosure:

12 unchanged sentences

At December 31, 2025, the Company owned 100.00 % 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.

As of December 31, 2025, the Trust owned and operated sixty-five properties, including sixty-two retail shopping centers and three undeveloped properties.

Eighteen of these properties are located in South Carolina, eleven in Georgia, ten in Virginia, seven in Pennsylvania, five in North Carolina, two in New Jersey, two in Florida, two in Connecticut, two in Kentucky, two in Tennessee, one in Massachusetts, one in Alabama, one in Maryland, and one in West Virginia.

These centers and undeveloped properties include the properties acquired through the Cedar Acquisition.

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.

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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.

These components typically include buildings, land and any intangible

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

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.

assets related to out-of-market leases, tenant relationships and in-place leases the Company determines to exist.

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

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

93 unchanged sentences

Operating Partnership Purchase of Stock

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

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

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

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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.

The Company recognizes tenant reimbursements as variable lease income when earned, which include reimbursements to the Company from tenants for common area maintenance costs and other operating expenses.

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

4 unchanged sentences

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,

$ 104,574 $ 102,325

Operating expenses:

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

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

( 35,100 ) ( 34,870 )

$ 69,474 $ 67,455

Years Ended December 31,

$ 69,474 $ 67,455

Add (deduct):

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

Impairment charges ( 1,195 ) —

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

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

Operating income

$ 37,531 $ 29,407

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification.

10 unchanged sentences

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.

Other expenses were $ 0.9 million for the year ended December 31, 2025, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof.

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 for 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 holders thereof.

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" or "Net Operating Income") 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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

Lease Commitments

4 unchanged sentences

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 operating lease ROU assets include any lease payments scheduled to be paid 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.

5 unchanged sentences

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

noncontrolling interests.

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

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

10 unchanged sentences

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.

These reclassifications had minimal effect on the net loss attributable to common shareholders.

The results from exchanges of the Company's Common Stock for the Company's Preferred Stock are now presented as a $ 56 thousand deemed contribution related to preferred stock exchanges on the consolidated statements of operations as an adjustment after net income and before net loss attributable to common shareholders.

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

For the Years

2 unchanged sentences

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 —

Exchange of Preferred Stock to Common Stock $ 19,112 $ 1,105

Accretion of Preferred Stock discounts 87 87

Accretion of Preferred stock to liquidation preference 552 15,288

Conversion of debt to Common Stock 2,414 495

2 unchanged sentences

Other Cash Transactions:

Cash paid for taxes $ — $ 48

Cash paid for amounts included in the measurement of operating lease liabilities $ 819 $ 953

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

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

Cash paid for interest, excluding loan prepayment premium 25,724 25,371

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

ASU 2024-03 requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

ASU 2024-03 should be applied prospectively to financial statements issued for reporting periods beginning after the effective date but entities may elect to apply the ASU retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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.

A significant portion of the Company’s land, buildings and improvements serve as collateral for its mortgage loans.

A significant portion of the Company’s land, buildings and improvements serve as collateral for its secured term 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.

The Company’s depreciation expense on real estate assets was $ 18.2 million and $ 18.7 million for the years ended December 31, 2025 and 2024, respectively.

The Company recorded impairment charges for the year ended December 31, 2025 of $ 2.9 million on Carll's Corner, located in Bridgeton, New Jersey, and an outparcel at 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.

George, South Carolina.

The Company recorded impairment charges for the year ended December 31, 2024 of $ 1.2 million 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.

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

Assets Held for Sale and Dispositions

At December 31, 2025, assets held for sale include Moncks Corner, Darien Shopping Center, Ridgeland, and an outparcel at St.

George Plaza, as the Company has committed to plans to sell these properties.

There were no assets held for sale as of December 31, 2024.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Assets held for sale and associated liabilities consisted of the following (in thousands):

December 31, 2025 December 31, 2024

Real estate, net $ 3,332 $ —

Receivables, net - unbilled straight-line rent 8 —

Operating lease right -of-use assets 1,186 —

Deferred costs and other assets, net 23 —

Total assets held for sale $ 4,549 $ —

December 31, 2025 December 31, 2024

Operating lease liabilities $ 1,383 $ —

Total liabilities associated with assets held for sale $ 1,383 $ —

The following properties were sold during the years ended December 31, 2025 and 2024 (in thousands):

1 unchanged sentence

Property Contract Price Gain (Loss) Net Proceeds

November 6, 2025 Tri-County Plaza $ 5,125 $ 1,399 $ 4,775

November 3, 2025 Fieldstone Marketplace 12,200 235 10,600

October 31, 2025 Carll's Corner 3,657 ( 15 ) 2,784

October 29, 2025 South Philadelphia land parcel 4,400 1,306 3,455

October 16, 2025 Lake Murray 4,560 555 4,189

June 26, 2025 Winslow Plaza 8,650 3,784 7,854

May 15, 2025 Devine Street 7,100 1,054 6,758

May 1, 2025 Amscot Building 600 348 523

March 13, 2025 Oregon Avenue 3,000 80 2,765

March 6, 2025 South Lake 1,900 ( 1,010 ) 1,633

February 11, 2025 Webster Commons 14,500 6,618 13,907

December 26, 2024 South Philadelphia retail center

8 unchanged sentences

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.

On June 18, 2024, the Company entered into a 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.

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 and December 3, 2025, the Company subscribed for additional investments in the amount of $ 0.5 million and $ 10.0 million, respectively, 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

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

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.

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.

14 unchanged sentences

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.

The Company’s SAI investment continues to be measured at net asset value as a practical expedient and has not been classified within the fair value hierarchy.

Effective in the first quarter of 2025, the Company voluntarily changed its accounting policy for unrealized holding gains and losses from the Company's SAI investment.

Under the new accounting policy the unrealized gains/(losses) are recorded through other comprehensive income and continue to be presented net of investment fees as noted above.

This change in accounting policy has been applied prospectively.

As of December 31, 2025 and 2024, the net asset value of the Company’s SAI investment was $ 24.4 million and $ 12.0 million, respectively.

For the year ended December 31, 2025, the Company recorded $ 2.4 million in unrealized holding gains through other comprehensive income, net of investment fees as noted above.

For the year ended December 31, 2024, the unrealized gain on investment securities was $ 0.8 million, net of investment fees.

Wheeler Real Estate Investment Trust, Inc.

2 unchanged sentences

Deferred Costs and Other Assets, net

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

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

Leases in place, net $ 6,157 $ 10,365

8 unchanged sentences

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,

Years Ended December 31, Leases in

place, net Lease

15 unchanged sentences

Rate Maturity December 31, 2025 December 31, 2024

Cypress Shopping Center $ 34,360 4.70 % July 2024 $ — $ 5,769

Conyers Crossing Interest only 4.67 % October 2025 — 5,960

Variable-rate:

August 2025 Cedar Credit Facility Interest only 6.7 % August 2027 $ — $ —

April 2025 Cedar Bridge Loan Interest only 5.1 % February 2028 5,966 —

Winslow Plaza $ 24,295 4.8 % December 2025 — 4,250

Tuckernuck $ 32,202 5.0 % March 2026 4,460 4,619

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 7.3 % September 2028 11,415 11,527

4 unchanged sentences

Convertible Notes Interest only 7.0 % December 2031 29,353 30,865

Term loan, 22 properties

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

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

June 2022 Term Loan Interest only 4.3 % July 2032 72,030 75,000

JANAF Interest only 5.3 % July 2032 60,000 60,000

October 2022 Cedar Term Loan Interest only 5.3 % November 2032 100,441 109,571

Patuxent Crossing/Coliseum Marketplace Interest only 6.4 % 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 —

May 2023 Term Loan 1 $ 373,981 6.2 % June 2033 60,744 61,100

May 2023 Term Loan 2 Interest only 6.2 % June 2033 53,070 53,070

June 2024 Term Loan Interest only 6.8 % July 2034 22,409 25,500

Total Principal Balance 482,841 499,531

1 unchanged sentence

Total Loans Payable, net $ 468,157 $ 482,609

$ 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

2 unchanged sentences

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

The Cedar Revolving Credit Agreement was collateralized by 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.

June 2024 Term Loan and Paydown

On June 28, 2024, the Company entered into the June 2024 Term Loan, 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 June 2024 Term Loan's proceeds were used to refinance four loans, including paying $ 0.4 million in loan prepayment premiums.

The June 2024 Term Loan is collateralized by Cypress Shopping Center, Conyers Crossing, Chesapeake Square, Sangaree Plaza and Tri-County Plaza.

On November 6, 2025, the Company made a $ 3.1 million principal payment on the June 2024 Term Loan with the sale of Tri-County Plaza and paid a $ 0.6 million loan prepayment premium.

October 2022 Cedar Term Loan Paydown

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

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.

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.

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.

Upon the 2024 disposition of a vacant land parcel at Brickyard Plaza, the Company paid down approximately $ 0.4 million to release the land parcel from collateral.

Upon the 2025 disposition of Webster Commons, the Company paid down approximately $ 9.1 million to release the property from collateral and paid a $ 0.5 million loan prepayment premium.

June 2022 Term Loan with Paydowns

On March 6, 2025, the Company made a $ 1.0 million principal payment on the June 2022 Term Loan with the sale of South Lake and paid a $ 20 thousand loan prepayment premium.

On October 16, 2025, the Company made a $ 1.9 million principal payment on the June 2022 Term Loan with the sale of Lake Murray and paid a $ 52 thousand loan prepayment premium.

April 2025 Cedar Bridge Loan

On April 4, 2025, Cedar entered into the April 2025 Cedar Bridge Loan for $ 10.0 million.

The interest rate under the April 2025 Cedar Bridge Loan is the term SOFR rate plus the applicable margin of 1.30 %.

Interest payments are due monthly, and any outstanding principal is due at maturity.

In August 2025, the maturity date was extended from January 4, 2026 to February 15, 2028.

The April 2025 Cedar Bridge Loan is guaranteed by both Cedar and the Operating Partnership.

Upon the 2025 dispositions of Carll's Corner and Fieldstone Marketplace, the Company paid down approximately $ 4.0 million of the April 2025 Cedar Bridge Loan.

The cash pledged as collateral is in an interest bearing account held by the Operating Partnership included in "restricted cash" on the Company's consolidated balance sheets as of December 31, 2025.

Winslow Plaza Payoff

On June 26, 2025, the Company paid the remaining loan balance of $ 4.2 million on the Winslow Plaza loan in conjunction with the Winslow Plaza disposition and paid a $ 28 thousand loan prepayment premium.

August 2025 Cedar Credit Facility

On August 15, 2025, Cedar entered into the August 2025 Cedar Credit Facility to draw up to $ 20.0 million pursuant to which a loan advance may be made no more frequently than once per calendar month.

The interest rate under the August 2025 Cedar Credit Facility for each draw is at the Company's option of either a base rate, daily simple SOFR or term SOFR, plus an applicable margin.

Interest payments are due monthly, and any outstanding principal is due at maturity on August 15, 2027.

The total outstanding principal under the August 2025 Credit Facility must be reduced to no greater than $ 10.0 million by February 15, 2027.

The August 2025 Cedar Credit Facility was collateralized by three properties, consisting of Carll's Corner, Fieldstone Marketplace and South Philadelphia Parcels, and is guaranteed by Cedar and WHLR.

Upon the 2025 dispositions of a South Philadelphia land parcel, Carll's Corner and Fieldstone Marketplace, they were released from collateral and the Company paid down approximately $ 10.3 million of the August 2025 Cedar Credit Facility.

Although the August 2025 Cedar Credit Facility provides for total borrowings of up to $ 20.0 million, the Company did not have access to the full commitment as of December 31, 2025.

Availability under the facility is subject to certain covenants and conditions established at origination, including requirements tied to projected asset sales and projected net sales proceeds.

Debt Maturities

3 unchanged sentences

Total principal repayments and debt maturities $ 482,841

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Convertible Notes

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(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

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.

As a result of this transaction, the Company recognized a $ 0.7 million loss for the year ended December 31, 2024, which 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.

7 unchanged sentences

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.

During the years ended December 31, 2025 and 2024, the Company issued an aggregate of 17,882 shares and 4 shares, respectively, of its Common Stock, having an aggregate fair value of $ 2.4 million and $ 0.5 million, respectively, to settle conversion requests of the holders of the Convertible Notes comprising an aggregate principal amount of $ 1.5 million and $ 0.1 million, respectively, which resulted in an aggregate net loss on conversion of Convertible Notes of $ 0.9 million and $ 0.4 million, respectively.

As of December 31, 2025, the Conversion Price for the Convertible Notes was approximately $ 5.69 per share of the Company’s Common Stock (approximately 4.40 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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

As of December 31, 2025 and 2024, the fair value of the Company’s fixed rate secured term loans, which were determined to be Level 3 within the valuation hierarchy, was $ 445.5 million and $ 451.0 million, respectively, and the carrying value of such loans, was $ 436.7 million and $ 456.1 million, respectively.

As of December 31, 2025, the fair value of the April 2025 Cedar Bridge Loan approximated its carrying value as it is a variable-rate loan.

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.

As of December 31, 2025 and 2024, the fair value of the Convertible Notes, which were determined to be Level 1 within the valuation hierarchy, was $ 102.7 million and $ 179.6 million, respectively, and the carrying value, was $ 25.8 million and $ 26.5 million, respectively.

Derivative Liabilities

4 unchanged sentences

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

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

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

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

The Company’s warrants to purchase shares of Common Stock (the "Warrants”) were issued to the holders thereof in three tranches:

Warrant Tranche A to purchase Common Stock at an exercise price of $ 700,846 per share, Warrant Tranche B to purchase Common Stock at an exercise price of $ 841,015 per share, and Warrant Tranche C at an exercise price of $ 1,401,692 per share, each exercise price was as of December 31, 2025 and 2024.

Warrants had an expiration date of March 12, 2026.

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

2 unchanged sentences

Weighted average contractual term to maturity (years) 0.2 years 1.2 years

Range of expected market volatility % 258.05 % 137.71 %

Range of risk-free interest rate 4.21 % 4.23 %

Expected market volatility % 238.4 % 258.1 %

Risk free interest rate 3.7 % 4.2 %

(1) Common Stock price as of December 31, 2025 and was not restated for any subsequent stock splits.

7 unchanged sentences

In measuring the embedded derivative liability, the Company used the following inputs:

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2025 December 31, 2024

5 unchanged sentences

Traded WHLRL price % of par 350.0 % 582.0 %

(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 %.

(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, 2025 and was not restated for any subsequent stock splits.

1 unchanged sentence

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):

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Years ended December 31,

8 unchanged sentences

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.

As of December 31, 2025 and 2024, the weighted average remaining lease term of our leases, excluding liabilities held for sale, was 39 years and 36 years, respectively.

Rent expense under the operating lease agreements was $ 0.9 million and $ 0.9 million for the years ended December 31, 2025 and 2024, 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,

3 unchanged sentences

Operating lease liabilities $ 8,221

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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.

In addition, 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 also carries an auto policy to protect employees that use personal automobiles for work purposes above the employees insurance coverage and for the Company’s protection against potential liability.

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

1 unchanged sentence

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

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 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 47 %, 45 % and 8 %, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2025.

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.

13 unchanged sentences

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.

Cedar Realty Trust, Inc., et al.

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

Daniel Khoshaba v.

Stilwell, et al., Civil Action No.

2:24CV237 in the United States District Court for the Eastern District of Virginia.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 alleging that the current and certain former directors of the Company and the Company’s CEO (the “Individual Defendants”) each 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 asserted the Individual 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 they should not have authorized dividends on the Convertible Notes sold in the rights offering to be paid in Series

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

D Preferred Stock.

The Individual Defendants denied any liability and raised affirmative defenses.

The Company was named as a nominal defendant in the case, and no claims were asserted against it.

The Company provided indemnification (including legal fees and costs) to the Individual Defendants.

On June 10, 2024, the Individual Defendants and the other Defendants in the case filed motions to dismiss the complaint.

On September 13, 2024, the District Court granted in part and denied in part those motions.

The parties thereafter conducted substantial fact discovery and exchanged expert reports.

Plaintiff filed a motion for class certification which the Defendants opposed.

The parties engaged in settlement discussions resulting in a settlement agreement dated October 21, 2025.

In the agreement, the Defendants denied any wrongdoing and members of a settlement class provide full releases of liability to all Defendants.

The settlement class is defined to include all persons other than Defendants and certain related parties who held Company common stock as of August 16, 2021 or purchased Company common stock between August 16, 2021 and September 20, 2023.

On December 4, 2025, the Court entered an Order preliminarily approving the settlement as fair, reasonable and adequate, certified a settlement class and authorized plaintiff’s counsel to provide notice to members of the settlement class.

The Court has a scheduled a hearing for March 31, 2026 to consider final approval of the settlement.

The settlement will not be final unless and until the court grants final approval after class notice.

The Company is not responsible for any portion of the settlement payment.

Preferred stockholders of Cedar have filed a putative class action suit against the directors of Cedar prior to the Cedar Acquisition (collectively, the “Former Cedar Directors”) in the Circuit Court for Montgomery County, Maryland captioned Anthony Aquino, et al.

Bruce Schanzer, et al., Case No.:

C-15-CV-25-000731 (the “Aquino Action”).

The Aquino Action alleges that the Former Cedar Directors breached their duties to Cedar's preferred stockholders through the Cedar Acquisition.

The claims in the Aquino Action mirror the breach of duty claims that were a subject of the putative class action complaint entitled Kim, et al., v.

Cedar Realty Trust, Inc., et al.

, Civil Action No.

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

(the “Kim Action”), which was dismissed with prejudice in 2023 by the United States District Court for the District of Maryland.

The dismissal was affirmed on appeal to the United States Court of Appeals for the Fourth Circuit in 2024.

The plaintiffs in the Aquino action have alleged as damages the decline in value of Cedar preferred stock after the Cedar Acquisition was announced.

The Court in the Aquino Action denied the Former Cedar Directors' motion to dismiss.

The parties are currently engaging in discovery.

The Company has a contractual obligation to indemnify the Former Cedar Directors, including for reasonable costs and legal fees.

At this juncture, the outcome of the litigation remains uncertain and the Company is unable to predict whether a class will be certified, whether the claims will survive dispositive motions, or the amount of damages that may be awarded in the event of an adverse verdict after trial.

Wheeler Real Estate Investment Trust, Inc.

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Total minimum rents $ 349,553

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Equity and Mezzanine Equity

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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.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

On March 5, 2024, in accordance with the MGCL, our Board of Directors declared reverse stock splits from May 7, 2024 to March 31, 2025 advisable, and directed that they be submitted to the Company’s stockholders for consideration.

The Company’s stockholders approved the reverse stock splits from May 7, 2024 to March 31, 2025 at the annual meeting held on May 6, 2024.

On May 12, 2025, our Board of Directors approved the May 2025 Reverse Stock Split.

Pursuant to the MGCL, stockholder approval was not required to effect the May 2025 Reverse Stock Split.

On June 20, 2025, in accordance with the MGCL, our Board of Directors declared monthly reverse stock splits from August 21, 2025 to December 31, 2026 advisable, and directed that they be submitted to the Company’s stockholders for consideration.

The Company’s stockholders approved monthly reverse stock splits from August 21, 2025 to December 31, 2026 at the annual meeting held on August 20, 2025.

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

The January 2025 Reverse Stock Split, the March 2025 Reverse Stock Split, the May 2025 Reverse Stock Split, the September 2025 Reverse Stock Split, the November 2025 Reverse Stock Split, and the January 2026 Reverse Stock Split were effected on January 27, 2025, March 26, 2025, May 26, 2025, September 22, 2025, November 28, 2025 and January 16, 2026, respectively, at the reverse stock split ratios of one-for-four, one-for-five, one-for-seven, one-for-five, one-for-two and one-for-three, 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.

No fractional shares were issued in connection with any Reverse Stock Split.

Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of each such Reverse Stock Split instead received a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on Nasdaq on each effective date thereof, without any interest.

Series A Preferred Stock

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In addition, holders of our Series B Preferred also have the option, at any time, to convert shares of our Series B Preferred into shares of our Common Stock at a conversion price of $ 1,209,600,000 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

Upon any voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of shares of our Series B Preferred shall be entitled to be paid out of our assets a liquidation preference of $ 25.00 per share plus an amount equal to any declared

and unpaid dividends.

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

Wheeler Real Estate Investment Trust, Inc.

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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.

The Company exchanged its Common Stock for the Company's Series B Preferred Stock and Series D Preferred Stock, in the following transactions with the unaffiliated holders of the Company’s securities during the years ended December 31, 2025 and 2024:

Shares Issued

Shares Exchanged

Date Common Stock Series B Preferred Stock

Series D Preferred Stock

October 8, 2024 10 22,000 22,000

January 7, 2025 1 1,000 1,000

January 16, 2025 255 82,400 82,400

March 4, 2025 782 54,774 54,774

April 10, 2025 6,846 102,700 102,700

April 25, 2025 2,857 20,000 20,000

July 21, 2025 4,000 15,000 15,000

August 5, 2025 2,200 6,000 6,000

August 18, 2025 8,400 14,000 14,000

August 19, 2025 12,666 20,000 20,000

August 27, 2025 5,833 7,000 7,000

August 28, 2025 9,166 11,000 11,000

September 9, 2025 12,166 29,200 14,600

September 11, 2025 33,600 84,000 42,000

September 16, 2025 8,433 22,000 11,000

October 15, 2025 9,166 10,000 5,000

December 1, 2025 18,666 8,000 4,000

December 5, 2025 143,000 66,000 33,000

December 8, 2025 150,400 75,200 37,600

December 12, 2025 32,000 12,000 6,000

December 16, 2025 5,333 2,000 1,000

2025 Total 465,770 642,274 488,074

Total 465,780 664,274 510,074

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.

The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $ 9.6 million and $ 0.1 million for the years ended December 31, 2025 and 2024, respectively, recognized as a deemed contribution within accumulated deficit in the consolidated balance sheets and consolidated statements of equity, with such deemed contributions included as a component of net loss attributable to common shareholders in the consolidated statements of operations.

Series D Preferred Stock - Redeemable Preferred Stock

At December 31, 2025 and 2024 , 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 $ 63.2 million and $ 88.7 million in aggregate liquidation value, respectively.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

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

5 unchanged sentences

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.

The holder of the Series D Preferred Stock may convert shares at any time into shares of the Company’s Common Stock at a conversion price of $ 512,870,400 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.

4 unchanged sentences

At December 31, 2025, the Company had received requests to redeem 700 shares of Series D Preferred Stock with respect to the January 2026 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):

As such, the redemption of these Series D Preferred Stock is considered certain at December 31, 2025 and the liquidation value associated with these shares of $ 30 thousand is presented as a liability.

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements (Continued)

The changes in the carrying value of the Series D Preferred Stock for the years ended December 31, 2025 and 2024 is as follows (in thousands, except per share data):

Series D Preferred Stock

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

Accretion of Preferred Stock discount — 373

Conversion of Series D Preferred Stock to Common Stock ( 4,244 ) ( 140 )

Paid-in-kind interest, issuance of Preferred Stock (1)

3 unchanged sentences

( 519,822 ) ( 24,077 )

Preferred Stock exchanges (4)

( 22,000 ) ( 867 )

Undeclared dividends — 8,179

5 unchanged sentences

( 375,289 ) ( 11,242 )

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

Preferred Stock exchanges (4)

( 488,074 ) ( 20,095 )

Issued Preferred Stock in consideration for Cedar Preferred Stock

Undeclared dividends — 6,553

1 unchanged sentence

(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.

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

1 unchanged sentence

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

(4) The result of issuing Common Stock in exchange for the Series D Preferred Stock.

(5) The Series D Preferred Stock issued for paid-in-kind interest on the Convertible Notes was adjusted to carrying value for $ 1.2 million and the Series D Preferred Stock issued for exchanging Cedar Preferred Stock was adjusted to carrying value for $ 0.2 million.

(6) The value is net of the January 2026 Holder Redemption Date redemption liquidation value of $ 30 thousand, which is represented as a liability;

however, the corresponding 700 shares have not been adjusted for as they remained outstanding at December 31, 2025.

During the years ended December 31, 2025 and 2024, the Company realized a gain on preferred stock redemptions of $ 1.5 million and $ 4.7 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in redemptions of Series D Preferred Stock being less than the book value of the Series D Preferred Stock retired in those transactions.

Subscription Agreements, Issuances of Series D Preferred Stock and Noncontrolling Interest Contributions

On October 27, 2025, November 19, 2025, November 25, 2025 and December 17, 2025, the Company entered into subscription agreements with certain investors pursuant to which the Company issued 5,000 , 5,000 , 7,000 , and 10,000 shares of its Series D Preferred Stock, respectively.

The issuances were made in consideration for 10,000 , 10,000 , 14,000 , and 20,000 shares, respectively, of Cedar Series C Preferred Stock, held by such investors.

Immediately following the closing of each transaction, the Company contributed the acquired Cedar Series C Preferred Stock to Cedar Realty Trust, Inc.

and those shares were retired.

The Company issued Series D Preferred Stock in these transactions in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.

The Company received valid and unencumbered title to the Cedar Preferred Stock as consideration for the Series D Preferred Stock.

Management evaluated the transactions under ASC 845, Nonmonetary transactions, and determined that the fair value of the Series D Preferred Stock issued was approximately the fair value of the Cedar Preferred Stock received as consideration.

No gain or loss was recognized as a result of these transactions.

The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $ 0.4 million in deemed distributions included as a component of net loss attributable to common shareholders.

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

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.

Noncontrolling Interests - Consolidated Subsidiary

During the years ended December 31, 2025 and 2024, Cedar repurchased and retired 1,925,472 and 791,306 shares, respectively, of Cedar Series C Preferred Stock in a series of repurchase transactions.

The shares of Cedar Series C Preferred Stock were repurchased for an aggregate of $ 31.3 million and $ 11.5 million, respectively, at an average price of $ 16.28 and $ 13.93 per share, respectively, representing a premium of $ 6.53 and $ 4.18 per share, respectively, to the carrying value.

During the year ended December 31, 2025, Cedar repurchased and retired 592,372 shares of Cedar Series B Preferred Stock through a tender offer.

The shares of Cedar Series B Preferred Stock were repurchased for an aggregate of $ 10.6 million at an average price of $ 17.87 per share, representing a premium of $ 6.77 per share to the carrying value.

There were no repurchases of Cedar Series B Preferred Stock in the year ended December 31, 2024.

The repurchase of the noncontrolling interests caused the recognition of $ 16.5 million and $ 3.8 million in deemed distributions during the years ended December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024, dividends of $ 6.1 million and $ 10.3 million, respectively, on the Cedar Series B Preferred Stock and Cedar Series C Preferred Stock were included as a component to net loss attributable to common shareholders on the consolidated statements of operations.

Earnings per share

Basic earnings per share (“EPS”) is calculated by dividing net 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.

The following table summarizes the potential dilution of conversion of Series B Preferred Stock, Series D Preferred Stock 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, 2025 December 31, 2024

Outstanding Shares

Potential Dilutive Shares Outstanding Shares

Potential Dilutive Shares

Common units 1 1 4 4

Outstanding Shares Potential Dilutive Shares Outstanding Shares Potential Dilutive Shares

Series B Preferred Stock 2,714,618 — 3,357,142 —

Series D Preferred Stock 1,507,205 6,117,437 2,236,046 2,753

Warrants to purchase Common Stock — 37 — 37

Convertible Notes — 5,163,143 — 1,742

1 unchanged sentence

Series D Preferred Stock

Arrears Date Undeclared Dividends

Arrears Date Undeclared Dividends Per Share

For the year ended December 31, 2025

5 unchanged sentences

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, 2025 or 2024.

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

Segment Reporting

Years Ended December 31,

$ 99,445 $ 104,574

Operating expenses:

Property operating expenses ( 18,731 ) ( 19,655 )

Real estate and other property-related taxes and insurance ( 14,313 ) ( 15,631 )

( 33,044 ) ( 35,286 )

$ 66,401 $ 69,288

Years Ended December 31,

$ 66,401 $ 69,288

Add (deduct):

Depreciation and amortization ( 22,944 ) ( 25,316 )

Impairment charges ( 2,880 ) ( 1,195 )

Corporate general & administrative ( 11,709 ) ( 10,796 )

Gain on disposal of properties, net 14,354 5,550

Operating income

$ 43,222 $ 37,531

Related Party Transactions

4 unchanged sentences

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

December 31, 2025 (2)

4 unchanged sentences

Leasing commissions 892 548

Sales commissions 488 343

Cost Sharing Agreement allocations (1)

Transaction fees 343 —

Other — ( 6 )

Total $ 11,277 $ 9,491

1 unchanged sentence

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

Wheeler Real Estate Investment Trust, Inc.

and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

See Note 10 for information regarding the Company's Cedar Series C Preferred Stock contributions to Cedar.

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.

For the years ended December 31, 2025 and 2024, the Company recognized $ 0.6 million and $ 0.3 million in fees, respectively.

See Note 4 for additional details.

1 unchanged sentence

Cumulative Series D Preferred Stock Redemption Information

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

The Company has processed redemptions of 11,400 shares of Series D Preferred Stock subsequent to December 31, 2025.

Accordingly, the Company has issued 100,562 shares of Common Stock in settlement of an aggregate redemption price of approximately $ 0.5 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.

The Company agreed to issue an aggregate amount of 557,662 shares of Common Stock to four unaffiliated holders of the Company’s securities in separate exchanges for an aggregate amount of 27,351 shares of the Series D Preferred Stock and 54,702 shares of the Series B Preferred Stock.

Moncks Corner and Ridgeland Disposition

On January 21, 2026, the Company completed the sales of Moncks Corner, located in Moncks Corner, South Carolina, and Ridgeland, located in Ridgeland, South Carolina, for the contract price of $ 1.4 million and $ 1.9 million, respectively, and used the proceeds to pay down $ 0.9 million of the June 2022 Term Loan and $ 20 thousand loan prepayment premium.

Subscription Agreements and Issuance of Series D Preferred Stock and Noncontrolling Interest Contributions

The Company has entered into subscription agreements with certain investors pursuant to which the Company issued 10,000 , 7,000 , 10,000 and 80,000 shares of its Series D Preferred Stock, respectively.

The issuances were made in consideration for 20,000 , 14,000 , 20,000 and 120,000 shares, respectively, of Cedar Series C Preferred Stock, held by such investors.

Immediately following the closing of each transaction, the Company contributed the acquired Cedar Series C Preferred Stock to Cedar Realty Trust, Inc.

and those shares were retired.

Adjustment to Conversion Price of Convertible Notes

As a result of the February 2026 Series D Preferred Stock redemptions the Conversion Price was further adjusted for the Convertible Notes to approximately $ 2.60 per share of the Company’s Common Stock (approximately 9.62 shares of Common Stock for each $ 25.00 of principal amount of the Convertible Notes being converted).

Resignation of Crystal Plum

On February 13, 2026, Crystal Plum, the Chief Financial Officer and Secretary of the Company, notified the Company of her decision to resign from all of her positions with the Company and its subsidiaries.

Plum’s last day will be March 13, 2026.

The Company has initiated a search for a new Chief Financial Officer.

Tuckernuck Loan Payoff

On February 19, 2026 the Company paid in full the remaining principal balance of $ 4.4 million on the Tuckernuck loan from operating cash flows.

Warrants Amendment and Restatement

Wheeler Real Estate Investment Trust, Inc.

1 unchanged sentence

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.

On February 19, 2026, the Warrants were amended and restated to provide for an exercise price of $ 0.01 , with all Warrants exercisable, in full or in part, at any time, for shares of Common Stock representing in the aggregate 12 % of the Common Stock then outstanding (less the number of shares previously issued as a result of any partial exercise).

The Warrants as amended and restated will expire on March 12, 2026 (as such date may be extended in accordance with the amended and restated Warrants in the form filed as Exhibit 10.1 to the Company’s Form 8-K filed on February 20, 2026 and incorporated herein by reference).

George Plaza outparcel Disposition

On February 19, 2026, the Company completed the sale of a an outparcel at St.

George Plaza, located in St.

George, South Carolina, for the contract price of $ 1.1 million and used the proceeds to pay down $ 0.7 million of the June 2022 Term Loan and $ 19 thousand loan prepayment premium.

Wheeler Real Estate Investment Trust, Inc.

17 unchanged sentences

Gross Amount at which Carried

at end of Period

at end of Period Date Acquired (A)

Constructed (C)

Property Name Land Building and

Improvements Improvements

(net) Carrying

Costs Land Building and

Improvements Total

Improvements Land Building and

Improvements Total Accumulated

Depreciation Encumbrances Depreciation

WHLR (in thousands)

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

Lumber River Village (3)

$ 800 $ 4,487 $ 503 $ 1,013 $ 4,777 $ 5,790 $ 1,835 2012 (A)

Surrey Plaza (3)

Tuckernuck 2,115 6,719 1,660 — 2,171 8,323 10,494

381 1,857 449 700 1,987 2,687 820 2012 (A)

Tuckernuck 2,115 6,719 1,672 2,171 8,335 10,506 3,714 $ 4,460 2012 (A)

Twin City Commons (3)

800 3,041 142 809 3,174 3,983 1,250 2012 (A)

Tampa Festival (3)

4,653 6,691 2,818 4,899 9,263 14,162 3,392 2013 (A)

Forrest Gallery (3)

Winslow Plaza 1,325 3,684 521 — 1,585 3,945 5,530

3,015 7,455 3,705 3,480 10,695 14,175 4,319 2013 (A)

Clover Plaza (3)

356 1,197 895 585 1,863 2,448 405 2013 (A)

George Plaza (3)

897 1,264 2,208 1,464 2,905 4,369 866 2013 (A)

South Square (3)

353 1,911 339 480 2,123 2,603 669 2013 (A)

Westland Square (3)

887 1,710 920 1,097 2,420 3,517 687 2013 (A)

Waterway Plaza (3)

1,280 1,248 1,170 1,520 2,178 3,698 575 2013 (A)

Cypress Shopping Center (2)

2,064 4,579 2,331 2,103 6,871 8,974 1,910 2014 (A)

Harrodsburg Marketplace (6)

1,431 2,485 721 1,852 2,785 4,637 895 2014 (A)

Port Crossing Shopping Center (6)

792 6,921 262 800 7,175 7,975 2,783 2014 (A)

LaGrange Marketplace (3)

DF I-Courtland

196 — — — 196 — 196

390 2,648 675 682 3,031 3,713 976 2014 (A)

DF I-Courtland (undeveloped land) 196 — — 196 — 196 — 2014 (A)

Freeway Junction (7)

1,521 6,755 594 1,544 7,326 8,870 2,197 2014 (A)

Bryan Station (7)

1,658 2,756 330 1,808 2,936 4,744 1,182 2014 (A)

Crockett Square (7)

1,546 6,834 489 1,565 7,304 8,869 2,375 2014 (A)

Pierpont Centre (6)

Brook Run Properties 300 — 8 — 300 8 308

484 9,221 1,104 943 9,866 10,809 3,024 2015 (A)

Brook Run Properties (undeveloped land) 300 — 8 300 8 308 — 2015 (A)

Alex City Marketplace (6)

454 7,837 2,659 1,103 9,847 10,950 3,489 2015 (A)

Brook Run Shopping Center (7)

2,209 12,919 1,553 2,377 14,304 16,681 4,788 2015 (A)

Beaver Ruin Village (7)

2,604 8,284 315 2,629 8,574 11,203 2,434 2015 (A)

Beaver Ruin Village II (7)

1,153 2,809 14 1,162 2,814 3,976 805 2015 (A)

Chesapeake Square (2)

895 4,112 1,383 1,540 4,850 6,390 1,751 2015 (A)

Sunshine Plaza (6)

1,183 6,368 1,547 1,459 7,639 9,098 2,320 2015 (A)

Cardinal Plaza (6)

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

994 2,476 190 1,033 2,627 3,660 797 2015 (A)

Initial Cost Costs Capitalized

1 unchanged sentence

Gross Amount at which Carried

at end of Period

at end of Period Date Acquired (A)

Constructed (C)

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

$ 94,135 $ 334,872 $ 49,998 $ — $ 103,077 $ 375,928 $ 479,005

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.

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

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

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

Improvements Land Building and

Improvements Total Accumulated

Depreciation Encumbrances Depreciation

Franklinton Square LLC (6)

$ 1,022 $ 2,933 $ 1,032 $ 1,435 $ 3,552 $ 4,987 $ 1,040 2015 (A)

Nashville Commons (6)

957 8/21/2015 5 - 40 years

1,091 3,503 341 1,150 3,785 4,935 1,063 2015 (A)

Grove Park (6)

1,330 9/9/2015 5 - 40 years

722 4,590 920 1,085 5,147 6,232 1,485 2015 (A)

Parkway Plaza (6)

1,206 9/15/2015 5 - 40 years

772 4,230 757 778 4,981 5,759 1,356 2015 (A)

Fort Howard Square (7)

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

1,890 7,350 984 2,293 7,931 10,224 2,372 2015 (A)

Conyers Crossing (2)

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

2,034 6,820 1,015 2,182 7,687 9,869 2,278 2015 (A)

Darien Shopping Center (3)

233 4/12/2016 5 - 40 years

Devine Street

458 4/12/2016 5 - 40 years

188 1,054 ( 17 ) 188 1,037 1,225 257 2016 (A)

Folly Road (3)

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

5,992 4,527 255 6,050 4,724 10,774 1,238 2016 (A)

Georgetown (3)

497 4/12/2016 5 - 40 years

Property Name Encumbrances Accumulated

Depreciation Date of

Construction Date

Acquired Depreciation

(in thousands)

742 1,917 231 787 2,103 2,890 555 2016 (A)

Ladson Crossing (3)

$ 998 4/12/2016 5 - 40 years

2,981 3,920 283 3,145 4,039 7,184 1,119 2016 (A)

Lake Greenwood Crossing (3)

634 4/12/2016 5 - 40 years

Lake Murray (2)

395 4/12/2016 5 - 40 years

550 2,499 18 550 2,517 3,067 699 2016 (A)

Litchfield I (3)

267 4/12/2016 5 - 40 years

568 929 84 572 1,009 1,581 293 2016 (A)

Litchfield II (3)

266 4/12/2016 5 - 40 years

568 936 158 572 1,090 1,662 308 2016 (A)

Litchfield Market Village (3)

1,266 4/12/2016 5 - 40 years

Moncks Corner

281 4/12/2016 5 - 40 years

2,970 4,716 648 3,125 5,209 8,334 1,417 2016 (A)

Moncks Corner — 1,109 78 — 1,187 1,187 310 2016 (A)

Ridgeland (3)

120 4/12/2016 5 - 40 years

203 376 79 282 376 658 134 2016 (A)

Shoppes at Myrtle Park (7)

1,901 4/12/2016 5 - 40 years

South Lake (2)

1,048 4/12/2016 5 - 40 years

3,182 5,360 1,364 3,182 6,724 9,906 2,175 2016 (A)

South Park (3)

743 4/12/2016 5 - 40 years

1,399 11/10/2016 5 - 40 years

Tri-County (1)

976 11/10/2016 5 - 40 years

943 2,967 176 1,022 3,064 4,086 834 2016 (A)

2,302 2,922 1,781 2,618 4,387 7,005 1,625 2016 (A)

Riverbridge (6)

1,253 11/15/2016 5 - 40 years

Laburnum Square 7,625 1,571 12/7/2016 5 - 40 years

774 5,384 370 820 5,708 6,528 1,412 2016 (A)

Laburnum Square 3,735 5,929 1,253 4,207 6,710 10,917 1,809 $ 7,499 2016 (A)

Franklin Village (6)

2,233 12/12/2016 5 - 40 years

Village at Martinsville 14,313 3,782 12/16/2016 5 - 40 years

2,608 9,426 1,260 2,714 10,580 13,294 2,584 2016 (A)

Village at Martinsville 5,208 12,879 2,633 5,265 15,455 20,720 4,357 13,849 2016 (A)

New Market Crossing (3)

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

993 5,216 1,976 1,582 6,603 8,185 1,741 2016 (A)

Rivergate Shopping Center 1,537 29,177 4,248 2,022 32,940 34,962 7,586 16,605 2016 (A)

8,267 66,549 8,619 9,879 73,556 83,435 16,113 60,000 2018 (A)

$ 87,253 $ 321,802 $ 59,542 $ 98,819 $ 369,778 $ 468,597 $ 106,418

Brickyard Plaza (4)

$ 1,291 8/22/2022 5 - 40 years

Carll's Corner 278 8/22/2022 5 - 40 years

$ 1,924 $ 13,119 $ 10 $ 1,924 $ 13,129 $ 15,053 $ 1,841 2022 (A)

Coliseum Marketplace (5)

487 8/22/2022 5 - 40 years

1,226 3,172 2,959 1,253 6,104 7,357 782 2022 (A)

Fairview Commons (4)

310 8/22/2022 5 - 40 years

Fieldstone Marketplace

345 8/22/2022 5 - 40 years

948 2,083 215 968 2,278 3,246 442 2022 (A)

Gold Star Plaza (4)

432 8/22/2022 5 - 40 years

1,403 3,223 108 1,512 3,222 4,734 568 2022 (A)

Initial Cost Costs Capitalized

to Acquisition (1)

Gross Amount at which Carried

at end of Period Date Acquired (A)

Constructed (C))

Property Name Land Building and

Improvements Land Building and

Improvements Total Accumulated

Depreciation Encumbrances Depreciation

Golden Triangle (4)

1,421 8/22/2022 5 - 40 years

$ 3,322 $ 13,388 $ 13 $ 3,335 $ 13,388 $ 16,723 $ 2,015 2022 (A)

Hamburg Square (4)

584 8/22/2022 5 - 40 years

Oregon Avenue

— 8/22/2022 N/A

932 4,967 76 968 5,007 5,975 800 2022 (A)

Patuxent Crossing (5)

1,685 8/22/2022 5 - 40 years

2,999 15,145 437 3,167 15,414 18,581 2,310 2022 (A)

Pine Grove Plaza (4)

541 8/22/2022 5 - 40 years

South Philadelphia parcels

— 8/22/2022 N/A

1,292 3,832 793 1,292 4,625 5,917 832 2022 (A)

South Philadelphia parcel 916 — — 916 — 916 — 2022 (A)

Southington Center (4)

882 8/22/2022 5 - 40 years

Timpany Plaza 11,527 756 8/22/2022 5 - 40 years

358 8,429 292 432 8,647 9,079 1,260 2022 (A)

Timpany Plaza 1,778 5,754 4,690 1,778 10,444 12,222 1,127 $ 11,415 2022 (A)

Trexler Mall (4)

2,198 8/22/2022 5 - 40 years

3,746 22,979 371 3,972 23,124 27,096 3,134 2022 (A)

Washington Center Shoppes (4)

1,169 8/22/2022 5 - 40 years

Webster Commons (3)

710 8/22/2022 5 - 40 years

3,618 11,354 564 3,618 11,918 15,536 1,655 2022 (A)

$ 24,462 $ 107,445 $ 10,528 $ 25,135 $ 117,300 $ 142,435 $ 16,766

Combined Total

(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.

$ 111,715 $ 429,247 $ 70,070 $ 123,954 $ 487,078 $ 611,032 $ 123,184

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

(2) Properties secure the June 2024 Term Loan.

(3) Properties secure the June 2022 Term Loan.

(4) Properties secure the October 2022 Cedar Term Loan.

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

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

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

(6) Properties secure the May 2023 Term Loan 1.

(7) Properties secure the May 2023 Term Loan 2.

As of December 31, 2025, the aggregate cost for federal income tax purposes was approximately $ 799 million.

The changes in total real estate assets are as follows:

17 unchanged sentences

filed with SDAT on November 15, 2016

Annual Report on Form 10-K

March 5, 2024

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

Annual Report on Form 10-K

March 5, 2024

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

56 unchanged sentences

Current Report on Form 8-K January 22, 2025

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

filed with SDAT on March 21, 2025

Current Report on Form 8-K March 21, 2025

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

filed with SDAT on March 21, 2025

Current Report on Form 8-K March 21, 2025

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

filed with SDAT on May 21, 2025

Current Report on Form 8-K May 21, 2025

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

filed with SDAT on May 21, 2025

Current Report on Form 8-K May 21, 2025

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

filed with SDAT on September 17, 2025

Current Report on Form 8-K September 17, 2025

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

filed with SDAT on September 17, 2025

Current Report on Form 8-K September 17, 2025

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

filed with SDAT on November 25, 2025

Current Report on Form 8-K November 25, 2025

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

filed with SDAT on November 25, 2025

Current Report on Form 8-K November 25, 2025

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

filed with SDAT on January 14, 2026

Current Report on Form 8-K January 14, 2026

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

filed with SDAT on January 14, 2026

Current Report on Form 8-K January 14, 2026

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

21 unchanged sentences

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.

3 unchanged sentences

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

4.5 Form of Amended and Restated Common Stock Purchase Warrant

Current Report on Form 8-K February 20, 2026

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

4 unchanged sentences

Current Report on Form 8-K June 16, 2016

10.2 Wheeler Real Estate Investment Trust, Inc.

2016 Long-Term Incentive Plan

Current Report on Form 8-K June 16, 2016

10.2 Employment Agreement with M.

1 unchanged sentence

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

10.3 Amended and Restated Registration Rights Agreement

Current Report on Form 8-K February 20, 2026

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

19 unchanged sentences

and Stilwell Associates, L.P., dated as of December 5, 2024

Annual Report on Form 10-K

March 4, 2025

10.13 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.

and Stilwell Associates, L.P .

Current Report on Form 8-K December 6, 2023

2 unchanged sentences

Current Report on Form 8-K February 6, 2024

10.15 Participation Rights and Expense Reimbursement Letter Agreement

Current Report on Form 8-K

February 20, 2026

Wheeler Real Estate Investment Trust, Inc.

49 unchanged sentences

Director March 5, 2026

/S/ GREGORY HANNON

Director March 5, 2026

Gregory Hannon

/S/ REBECCA MUSSER

3 unchanged sentences

Director March 5, 2026

/S/ DENNIS POLLACK

Director March 4, 2025

Dennis Pollack

/S/ JOSEPH D.

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures