Results of Operations and Financial Condition. On November 5, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three and nine months ended September 30, 2026. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with th…

Material Modification to Rights of Security Holders. To the extent required by

Unregistered Sales of Equity Securities Exchange Transactions On October 21, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 1,198,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “October 21 Investor”) in exchange for an aggregate amount of 39,300 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 200 shares of th…

Unregistered Sales of Equity Securities On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 517,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 11,000 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 2,750 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Pref…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The offer, sale and issuance of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Forward-Looking Statements. This Current Report on Form 8-K includes forward-looking statements. These statements are mad…

Entry into a Material Definitive Agreement. Background On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (the “ Company ”) entered into a Note Purchase Agreement (the “ Initial Purchase Agreement ”) with an unaffiliated investor (the “ Initial Note Investor ”), pursuant to which the Company agreed to issue and sell to the Initial Note Investor a Promissory Note in the principal amount of $1,000,000.00 (the “ Initial Note ”). Following the execution of the Initial Purchase Agreem…

Unregistered Sales of Equity Securities On October 6, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 917,868 shares of its common stock, $0.01 par value per share (the “Common Stock”), to several unaffiliated holders of the Company’s securities (together, the “October 6 Investors”) in exchange for an aggregate amount of 53,058 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 10,758 shares of the Comp…

Material Modification to Rights of Security Holders Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Unregistered Sales of Equity Securities On September 30, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 161,700 shares of its common stock, $0.01 par value per share (the “Common Stock”), to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. (together, the “Stilwell Investors”) in separate exchanges for an aggregate amount of 30,800 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 7…

Other Events Results of October 2026 Series D Preferred Stock Redemptions • The 37th monthly “Holder Redemption Date” occurred on October 5, 2026. • The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 5,450 shares of Series D Preferred Stock for a redemption price of approximately $41.96 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the October 5, 2026 Holder Redemption Date) (t…

Unregistered Sales of Equity Securities On September 8, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 189,200 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “September 8 Investor”) in exchange for 4,400 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 1,100 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “S…

Material Modification to Rights of Security Holders. To the extent required by

Other Events Results of September 2026 Series D Preferred Stock Redemptions • The 36th monthly “Holder Redemption Date” occurred on September 8, 2026. • The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 8,200 shares of Series D Preferred Stock for a redemption price of approximately $41.66 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the September 8, 2026 Holder Redemption Da…

Material Modification to Rights of Security Holders Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Unregistered Sales of Equity Securities On September 2, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 581,328 shares of its common stock, $0.01 par value per share (the “Common Stock”), to two unaffiliated holders of the Company’s securities (together, the “September 2 Investors”) in separate exchanges for an aggregate amount of 23,664 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 3,537 shares of…

Unregistered Sales of Equity Securities On August 28, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 2,392,520 shares of its common stock, $0.01 par value per share (the “Common Stock”), to six unaffiliated holders of the Company’s securities (together, the “August 28 Investors”) in nine separate exchanges for an aggregate amount of 211,393 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 21,918 shar…

Entry into a Material Definitive Agreement Third Amendment to Letter Agreement – Extension to December 7, 2028 On December 5, 2023, Wheeler Real Estate Investment Trust, Inc. (the “Company”) and Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stilwell Associates, L.P. (collectively, the “Stilwell Holders”) entered into a letter agreement (as amended by a letter agreement dated December 5, 2024, and as further amended by a letter agreem…

Material Modification to Rights of Security Holders. To the extent required by

Unregistered Sales of Equity Securities On August 11, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 103,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “August 11 Investor”) in exchange for 2,400 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 600 shares of the Company's Series D Cumulative Convertible Preferred Stock (…

CFO — Jason F. Simone: An existing employee was promoted to CFO, which is an internal succession rather than a departure or external hire.

Unregistered Sales of Equity Securities On August 5, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 100,100 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “August 5 Investor”) in exchange for 2,800 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 700 shares of the Company's Series D Cumulative Convertible Preferred Stock (th…

of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference. For the August redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $0.73. Accordingly, pursuant to Section 14…

Results of Operations and Financial Condition. On August 6, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three and six months ended June 30, 2026. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securi…

Unregistered Sales of Equity Securities On July 29, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue seven shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “July 29 Investor”) in exchange for one share of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). The transaction involved the issuance of seven shares of Common Stock in exchange for on…