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…

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

Unregistered Sales of Equity Securities On July 14, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") agreed to issue 352,000 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 6,400 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 1,600 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series…

Unregistered Sales of Equity Securities On July 7, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 77,360 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “July 7 Investors”) in three separate exchanges for an aggregate amount of 4,835 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock” ). Each tran…

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 July 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 $1.22. Accordingly, pursuant to Section 14.0…

Unregistered Sales of Equity Securities On June 26, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 25,297 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “June 26 Investor”) in exchange for 2,468 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 617 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “…

Unregistered Sales of Equity Securities On June 22, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 86,583 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 16,492 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 4,123 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Serie…

Other Events Engagement of CBRE’s National Retail Partners for a Portfolio Sale Transaction Wheeler Real Estate Investment Trust, Inc. (the “Company”) owns and operates fifty-nine properties, including fifty-six retail shopping centers in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Connecticut, Kentucky, Tennessee, Massachusetts, Alabama, Maryland and West Virginia. On June 19, 2026, the Company engaged CBRE’s National Retail Partners to list and mark…

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

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 June 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 $1.26. Accordingly, pursuant to Section 14.0…

Unregistered Sales of Equity Securities On May 28, 2026 Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 142,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “Investor”) in exchange for 2,800 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 5,600 shares of the Company's Series B Convertible Preferred Stock (the “Series…

Unregistered Sales of Equity Securities On May 21, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 757,850 shares of its common stock, $0.01 par value per share (the “Common Stock”), to three unaffiliated holders of the Company’s securities (together, the “Investors”) in separate exchanges for an aggregate amount of 15,157 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 30,314…

Results of Operations and Financial Condition. On May 8, 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 months ended March 31, 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 Securities and E…

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 May 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 $1.87. Accordingly, pursuant to Section 14.02…

Unregistered Sales of Equity Securities On April 20, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 25,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “April 20 Investor”) in exchange for 1,000 shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) and 2,000 shares of the Company's Series B Convertible Preferred Stock (t…

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

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 April 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 $1.04. Accordingly, pursuant to Section 14.…