Market Overview - U.S. stock futures showed mixed results, with Dow futures decreasing approximately 0.1% on Monday [1] Company-Specific Movements - Meihua International Medical Technologies Co., Ltd. (NASDAQ:MHUA) announced its delisting from Nasdaq, leading to a significant pre-market decline of 32.9%, bringing shares down to $9.41 [1] - SMX (Security Matters) Public Limited Company (NASDAQ:SMX) shares fell 17.2% to $275.00 after a substantial increase of 135% on the previous Friday [3] - Gulf Resources, Inc. (NASDAQ:GURE) saw a decline of 16.1% to $6.87 following a 4% drop on Friday [3] - Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) shares decreased by 16.1% to $5.35 after a notable surge of 98% on Friday [3] - Fly-E Group, Inc. (NASDAQ:FLYE) experienced a 14.4% drop to $7.08 after receiving a delinquency notice from Nasdaq regarding a delayed Form 10-Q [3] - Ecarx Holdings Inc. (NASDAQ:ECX) shares fell 9.1% to $1.91 after an 8% gain on Friday [3] - Arteris Inc (NASDAQ:AIP) saw a decline of 7.1% to $16.30 in pre-market trading [3] - Veracyte Inc (NASDAQ:VCYT) shares decreased by 5.7% to $42.06 after a 6% decline on Friday [3] - Chagee Holdings Ltd (NASDAQ:CHA) shares fell 4.6% to $13.91 in pre-market trading [3] - PureTech Health PLC (NASDAQ:PRTC) experienced a 4.2% decline to $17.30, despite announcing a successful end-of-Phase 2 meeting with the FDA for Deupirfenidone (LYT-100) in Idiopathic Pulmonary Fibrosis [3] - PepGen Inc (NASDAQ:PEPG) shares declined by 3.9% to $5.23 in pre-market trading [3]

Market Overview - U.S. stock futures showed mixed results, with Dow futures decreasing approximately 0.1% on Monday [1] Company-Specific Movements - Meihua International Medical Technologies Co., Ltd. (NASDAQ:MHUA) announced its delisting from Nasdaq, leading to a significant pre-market decline of 32.9%, bringing shares down to $9.41 [1] - SMX (Security Matters) Public Limited Company (NASDAQ:SMX) shares fell 17.2% to $275.00 after a substantial increase of 135% on the previous Friday [3] - Gulf Resources, Inc. (NASDAQ:GURE) saw a decline of 16.1% to $6.87 following a 4% drop on Friday [3] - Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) shares decreased by 16.1% to $5.35 after surging 98% on Friday [3] - Fly-E Group, Inc. (NASDAQ:FLYE) experienced a 14.4% drop to $7.08 after receiving a delinquency notice from Nasdaq regarding a delayed Form 10-Q [3] - Ecarx Holdings Inc. (NASDAQ:ECX) shares fell 9.1% to $1.91 after an 8% gain on Friday [3] - Arteris Inc (NASDAQ:AIP) saw a decline of 7.1% to $16.30 in pre-market trading [3] - Veracyte Inc (NASDAQ:VCYT) shares decreased by 5.7% to $42.06 after a 6% decline on Friday [3] - Chagee Holdings Ltd (NASDAQ:CHA) shares fell 4.6% to $13.91 in pre-market trading [3] - PureTech Health PLC (NASDAQ:PRTC) declined 4.2% to $17.30 despite announcing a successful end-of-Phase 2 meeting with the FDA for Deupirfenidone (LYT-100) in Idiopathic Pulmonary Fibrosis [3] - PepGen Inc (NASDAQ:PEPG) shares decreased by 3.9% to $5.23 in pre-market trading [3]

Company Overview - Wheeler Real Estate Investment Trust, Inc. (WHLR) focuses on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers[11]. Financial Performance - The company reported a significant increase in Annualized Base Rent (ABR), reaching $X million, reflecting a Y% growth compared to the previous period[9]. - WHLR reported a net income attributable to common stockholders of $8.914 million for the three months ended September 30, 2025, with basic earnings per share of $18.37[16]. - Total revenue for the third quarter was $23.8 million, a decrease of 3.9% or $1.0 million compared to the prior year, primarily due to a $1.9 million decrease in rental revenues and tenant reimbursements[21]. - Same-Property Net Operating Income (Same-Property NOI) increased by A% year-over-year, demonstrating improved operational performance[10]. - FFO for the quarter was $18.1 million, or $37.23 per share, compared to a FFO loss of $35.0 million in the prior year[27]. - Total revenue decreased by 3.5% to $74.3 million, primarily due to a $5.5 million decrease in rental revenues from sold properties[32]. - Funds from Operations (FFO) improved to $13.8 million, or $68.28 per share, compared to a loss of $(42.7) million per share previously[32]. - Net Income for Q3 2025 was $12,982,000, a significant improvement from a loss of $30,631,000 in Q3 2024[50]. - Total assets decreased to $625.174 million as of September 30, 2025, down from $653.702 million as of December 31, 2024, a decline of 4.4%[47]. - Cash and cash equivalents totaled $27.1 million, down from $43.0 million at the end of 2024[38]. Occupancy and Leasing - The occupancy rate as of September 30, 2025, was Z%, indicating strong demand for leased space[10]. - The occupancy rate for WHLR's real estate portfolio was 91.8%, a decrease of 20 basis points from the previous year, while the leased rate was 92.4%, a decrease of 140 basis points[22]. - WHLR executed 32 lease renewals totaling 160,167 square feet at a weighted average increase of $1.04 per square foot, representing a 9.5% increase over in-place rental rates[22]. - Total leasable square feet across all properties is 7,436,018, with a percentage leased of 92.4% and a percentage occupied of 91.8% as of September 30, 2025[64]. - The company operates a total of 66 properties with 944 tenants, generating an Annualized Base Rent (ABR) of $72,104,000[65]. - WHLR renewed a total of 457,848 square feet of leases in the nine months ended September 2025, with a weighted average increase of 12.4% over prior rates[74]. - New leases totaled 104,228 square feet in the nine months ended September 2025, with a new rent spread of 36.3%[74]. Debt and Financial Leverage - WHLR's financial leverage remains a concern, with total debt reported at C million, which could impact future performance[5]. - The total assets of WHLR as of September 30, 2025, were $625.174 million, with total debt amounting to $502.676 million, resulting in a debt-to-total assets ratio of 80.4%[16]. - Debt increased to $502.7 million, influenced by new loan proceeds and repayments related to property sales[38]. - The company has a significant portion of its debt maturing after 2029, accounting for 84.5% of total principal repayments and maturities[59]. Strategic Initiatives - The company plans to expand its portfolio by acquiring additional properties in secondary and tertiary markets, targeting a growth rate of B% in the next fiscal year[11]. - The company is actively exploring new technology solutions to enhance property management efficiency and tenant experience[11]. - WHLR's management emphasizes the importance of maintaining compliance with REIT regulations to ensure continued operational success[5]. - The company is also focusing on strategic partnerships to enhance market presence and tenant diversity[11]. Tenant and Lease Information - The top ten tenants contribute 22.8% of the total ABR, with Food Lion leading at $4,456,000, representing 6.2% of the total[70]. - The lease expiration schedule indicates that 8.2% of the total square footage (613,001 sq ft) is available, with 0.2% expiring in 2025[71]. - The average annualized base rent per occupied square foot is $10.57 across all properties[71]. - The company has a diverse tenant mix, with grocery stores making up a significant portion of the ABR[70]. Operational Metrics - Same-Property NOI increased by 3.3% or $0.5 million, driven by a $0.9 million increase in property revenue, partially offset by a $0.4 million increase in property expenses[22]. - The company recognized a non-operating gain of $6.3 million from changes in the fair value of derivative liabilities[38]. - The company reported impairment charges of $2.490 million in Q3 2025, compared to $1.195 million in Q3 2024, indicating increased asset write-downs[48].

Property and Operations - As of September 30, 2025, the Company owned and operated 69 properties, including 66 retail shopping centers and 3 undeveloped properties across multiple states [151]. - The Company's geographic concentration is approximately 46% in the Mid-Atlantic, 44% in the Southeast, and 10% in the Northeast, which may increase susceptibility to adverse developments in these markets [152]. - New leases signed for 156,027 square feet during the nine months ended September 30, 2025, with a weighted average rate of $13.72 per square foot, reflecting a 24.4% increase over prior rates [171]. - Total Same-Property NOI for Q3 2025 was $15.0 million, a 3.3% increase from $14.5 million in Q3 2024, driven by a 4.0% rise in property revenues, partially offset by a 5.4% increase in property expenses [197]. - For the nine months ended September 30, 2025, Same-Property NOI was $45.9 million, up 4.2% from $44.0 million in the same period of 2024, due to a 3.9% increase in property revenue, offset by a 3.4% rise in property expenses [198]. - The Company aims to grow operations by backfilling vacant spaces and increasing lease revenue through tenant improvements [220]. Financial Performance - Revenues for the three months ended September 30, 2025, were $23,821 million, a decrease of $971 million or 3.9% compared to $24,792 million in 2024 [175]. - Net income for the three months ended September 30, 2025, was $12,982 million, an increase of $43,613 million compared to a net loss of $30,631 million in 2024 [175]. - Year-to-date revenues for the nine months ended September 30, 2025, were $74,276 million, a decrease of $2,705 million or 3.5% compared to $76,981 million in 2024 [184]. - Year-to-date net income for the nine months ended September 30, 2025, was $14,355 million, an increase of $53,350 million compared to a net loss of $38,995 million in 2024 [184]. - Funds from Operations (FFO) for Q3 2025 was $21.1 million, compared to a loss of $30.3 million in Q3 2024, while FFO available to common stockholders was $18.1 million, up from a loss of $35.0 million [202]. - Adjusted Funds from Operations (AFFO) for the nine months ended September 30, 2025, was $7.1 million, compared to $3.8 million in the same period of 2024 [202]. Expenses and Liabilities - Property operating expenses decreased by $669 million or 7.9% to $7,819 million for the three months ended September 30, 2025, compared to $8,488 million in 2024 [176]. - Corporate general and administrative expenses increased by $347 million or 16.9% to $2,404 million for the three months ended September 30, 2025, compared to $2,057 million in 2024 [175]. - Gain on preferred stock redemptions decreased by $2,350 million or 93.0% to $176 million for the three months ended September 30, 2025, compared to $2,526 million in 2024 [182]. - The Company had accumulated undeclared dividends of $26.6 million for Series D Preferred Stock as of September 30, 2025 [170]. - The aggregate liquidation preference of Series D Preferred Stock is approximately $39.4 million, with accrued and unpaid dividends of about $26.6 million, totaling a liquidation value of $66.0 million [224]. - The Company has $6.5 million in principal and scheduled payments due in the twelve months ended September 30, 2026 [215]. Cash Flow and Financing - Cash flows from operating activities decreased by 8.9% to $18.8 million for the nine months ended September 30, 2025, down from $20.6 million in 2024 [208]. - Cash flows from investing activities increased significantly by 1237.8% to $20.9 million for the nine months ended September 30, 2025, primarily due to proceeds from property sales [208]. - Cash flows used in financing activities were $43.5 million for the nine months ended September 30, 2025, compared to $6.9 million in the same period of 2024 [211]. - The Company entered into a credit facility agreement for up to $20 million on August 15, 2025, with a maturity date of August 15, 2027 [155]. - The total outstanding principal under the August 2025 Cedar Credit Facility must be reduced to no greater than $10 million by February 15, 2027 [156]. - The Company has incurred $3.9 million in loan refinancing activities and $5.2 million draw on the Cedar Revolving Credit Agreement [218]. Strategic Initiatives and Future Outlook - The Company is evaluating the potential impact of the recently signed OBBBA on its consolidated financial statements [207]. - The Company plans to repurchase Cedar Series C and Series B Preferred Stock, totaling approximately $52.4 million, which will reduce future annual dividend payments by $5.5 million [219]. - The Company acknowledges that its ability to grow may be limited without additional capital if it fails to execute its strategic initiatives [222]. - The Company intends to continue settling redemptions of Series D Preferred Stock in Common Stock, which may lead to substantial dilution of the outstanding Common Stock [225]. - Future dividend declarations will depend on cash flow, financial condition, and capital requirements, as the Company must distribute at least 90% of its REIT taxable income [221].

Core Insights - Diveroli Investment Group has acquired a 9.48% stake in Wheeler Real Estate Investment Trust (WHLR), which is noted as the top-ranked company in Barchart's Bottom 100 Stocks to Buy, indicating potential upside due to improving fundamentals and favorable political conditions for rate cuts [1] - Diveroli sold all its shares in Wheeler just one month after the acquisition, which is unusual but reflects the speculative nature surrounding the stock [2] - Wheeler completed a 1-for-5 reverse stock split to address the dilution of its preferred shares, suggesting ongoing challenges despite the identified hidden value in its real estate portfolio [3] Company Overview - Diveroli Investment Group is described as a family-run investment firm focused on value creation through opportunities in both public and private companies, founded by Efraim Diveroli, who has a controversial background as an arms dealer [5] - The firm’s founder, Efraim Diveroli, gained notoriety for securing a $300 million contract from the Pentagon in 2007, highlighting a history of high-stakes investment [5][6] Investment Characteristics - WHLR is characterized as a high-risk/high-reward investment, suitable only for aggressive investors, reflecting its speculative nature and the potential for significant volatility [4]

REIT Sector Performance - The REIT sector averaged a small negative return of -0.73% in September and remains modestly in the red year-to-date at -1.74% [1] - The average REIT underperformed compared to the broader market, which saw gains from major indices: Dow Jones Industrial Average (+2.0%), S&P 500 (+3.6%), and NASDAQ (+5.7%) [1] - The Vanguard Real Estate Index Fund ETF Shares (VNQ) outperformed the average REIT in September with a return of +0.07% and has significantly outperformed year-to-date at +5.72% [1] - The spread between the 2026 FFO multiples of large-cap REITs (16.4x) and small-cap REITs (13.9x) widened, indicating that investors are currently paying an average of 28.8% more for each dollar of FFO from large-cap REITs compared to small-cap REITs [1] Property Type Performance - Only 27.8% of REIT property types averaged a positive total return in September, with a narrow 10.69% total return spread between the best and worst performing property types [6] - Single Family Housing (-5.77%) and Infrastructure (-5.41%) were the worst-performing property types, while Data Centers (+4.92%) and Office (+3.11%) averaged the best total returns among REITs [6][7] - Year-to-date performance shows Hotels (-13.61%), Shopping Centers (-10.74%), and Land (-10.48%) have significantly underperformed, while Health Care (+21.83%) has outperformed with average gains more than double that of any other REIT property type [8][9] FFO Multiples and Valuation - The average P/FFO (2026Y) for the REIT sector rose from 13.8x to 14.1x during September, with 27.8% of property types experiencing multiple expansion [11] - Data Centers (24.6x), Land (22.6x), Manufactured Housing (17.2x), and Multifamily (17.1x) currently trade at the highest average multiples among REIT property types, while Hotels (7.2x) and Office (9.7x) are the only types with single-digit FFO multiples [11][12] Individual Security Performance - Office Properties Income Trust (OPI) saw the largest gain in the REIT sector in September at +54.26%, but remains the 3rd worst performing REIT year-to-date at -65.72% [13] - Wheeler Real Estate Investment Trust, Inc. (WHLR) was the worst-performing REIT in September with a decline of -29.27%, continuing a multi-year share price collapse with a total return of -99.73% over the first three quarters of 2025 [14] - 37.42% of REITs had a positive total return in September, while the average year-to-date total return for REITs in 2025 is -1.74%, significantly lagging behind the +9.61% return for the sector in the first nine months of 2024 [14]

REIT Performance Overview - REITs experienced a significant rebound in August with an average return of +5.48%, recovering most losses from the first seven months of the year [1] - The average REIT outperformed broader market indices, including the Dow Jones Industrial Average (+3.4%), S&P 500 (+2.0%), and NASDAQ (+1.7%) [1] - Year-to-date, the Vanguard Real Estate ETF (VNQ) has outperformed the average REIT, with returns of +5.65% compared to -1.11% for the average REIT [1] Performance by Market Capitalization - Small cap REITs (+7.52%) and mid cap REITs (+7.13%) outperformed large cap REITs (+3.16%) and micro cap REITs (+0.87%) in August [3] - Over the first eight months of 2025, large cap REITs have outperformed small caps by 186 basis points [3] Property Type Performance - 83.33% of REIT property types averaged positive returns in August, with a notable 22.34% total return spread between the best (Malls +12.70%) and worst (Infrastructure -9.64%) performing property types [5][6] - Health Care (+17.97%) and Casino REITs (+10.85%) showed strong performance over the first eight months of 2025, while Hotels (-11.28%) were the worst-performing property type [6][7] Price/FFO Multiples - The average P/FFO (2025Y) for the REIT sector rose from 13.7x to 14.5x in August, with 83% of property types experiencing multiple expansion [7] - Land (26.9x), Data Centers (25.9x), Multifamily (22.1x), and Single Family Housing (21.3x) currently trade at the highest average multiples among REIT property types [7] Individual Security Highlights - Plymouth Industrial REIT (PLYM) surged by +51.52% following an unsolicited acquisition proposal from Sixth Street Partners at $24.10/share [9] - Wheeler REIT (WHLR) was the worst-performing REIT in August with a return of -48.09%, and has seen a staggering -99.62% total return over the first eight months of 2025 [10] Dividend Yield Insights - High dividend yields are a significant attraction for investors in the REIT sector, with many REITs trading below their NAV, leading to attractive yield opportunities [14]

REIT Performance Overview - REITs experienced an average decline of -1.17% in July, underperforming compared to broader market indices such as NASDAQ (+3.7%), S&P 500 (+2.2%), and Dow Jones (+0.2%) [1] - The Vanguard Real Estate ETF (VNQ) slightly outperformed the average REIT in July with a return of +0.09% and has outperformed year-to-date at +2.10% compared to the average REIT's -6.42% [1] - The spread between the 2025 FFO multiples of large cap REITs (17.6x) and small cap REITs (13.0x) widened, indicating that investors are paying 35.4% more for each dollar of FFO from large cap REITs [1] Property Type Performance - 66.67% of REIT property types averaged negative total returns in July, with a total return spread of 14.34% between the best (Infrastructure +5.08%) and worst (Land -9.28%) performing property types [5][6] - Over the first seven months of 2025, large cap REITs outperformed small caps by 547 basis points, with micro cap REITs showing a recent trend of outperformance [3][6] - The average P/FFO for the REIT sector remained unchanged at 13.7x in July, with 44.4% of property types experiencing multiple expansion [7] Individual Security Highlights - City Office REIT (CIO) surged by +32.26% in July following an acquisition announcement at $7.00/share, with the transaction expected to close in Q4 2025 [9] - Wheeler REIT (WHLR) faced a significant decline of -43.73% in July, marking a total return of -99.28% over the first seven months of 2025, the worst in the sector [10][12] - 39.35% of REITs had a positive total return in July, while the average year-to-date total return for REITs was -6.42%, significantly lower than the +3.83% return for the same period in 2024 [10] Dividend Yield Insights - High dividend yields are a key attraction for investors in the REIT sector, with many REITs trading below their NAV, resulting in attractive yields [14] - Opportunities exist to capitalize on high dividend yields that may justify the underlying risks associated with certain investments [15]

Exhibit 99.2 Table of Contents | | | | | | Page | | | --- | --- | --- | --- | --- | --- | --- | | Glossary | of Terms | | | | 4 | | | Company | Overview | | | | 6 | | | Financial | and | Portfolio | Overview | | 7 | | | Financial | and | Operating | Results | | 8 | | | Financial | Summary | | | | | | | Consolidated | | Balance | Sheets | | 13 | | | Consolidated | | Statements | of | Operations | and Comprehensive Income (Loss) 14 | | | Reconciliation | of | | Non-GAAP | Measures | 15 | | | Debt | Summary | ...

[Cautionary Statement on Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20STATEMENT%20ON%20FORWARD-LOOKING%20STATEMENTS) This statement warns that the report contains forward-looking information subject to risks and uncertainties, and actual results may differ - The report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially from projections. These statements are based on management's view as of the report date, and the Company undertakes no obligation to update them[12](index=12&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk) - Key risk factors include demand for retail space, economic conditions, tenant loss/bankruptcy, geographic concentration of properties, consumer spending trends, capital availability, substantial dilution of common stock due to preferred stock redemptions and convertible notes, ability to maintain Nasdaq listing standards, and impacts of reverse stock splits[14](index=14&type=chunk)[16](index=16&type=chunk) [PART I – Financial Information](index=6&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part contains the unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, along with detailed notes explaining significant accounting policies, real estate transactions, debt, equity, and related party disclosures for the periods ended June 30, 2025 and December 31, 2024 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates Metric (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Assets | $625,948 | $653,702 | | Total Liabilities | $534,297 | $537,048 | | Total Equity | $19,394 | $32,029 | - Total Assets decreased by **$27.75 million** (4.2%) from December 31, 2024, to June 30, 2025, primarily due to a decrease in real estate, net, and cash/cash equivalents. Total Equity decreased by **$12.635 million** (39.4%) over the same period[18](index=18&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) This section outlines the company's financial performance, including revenues, operating income, and net income or loss over specific periods Metric (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $26,101 | $26,317 | $50,455 | $52,189 | | Operating Income | $14,954 | $11,522 | $27,096 | $19,000 | | Net (Loss) Income | $(1,000) | $(2,358) | $1,373 | $(8,364) | | Net Loss Attributable to Wheeler REIT Common Shareholders | $(5,046) | $(7,788) | $(11,898) | $(18,537) | | Basic and Diluted Loss per share | $(9.45) | $(11,554.90) | $(41.01) | $(28,562.40) | - For the three months ended June 30, 2025, Total Revenue slightly decreased by **0.8% YoY**, while Operating Income increased by **29.8% YoY**. Net Loss Attributable to Wheeler REIT Common Shareholders improved by **35.2% YoY**. For the six months ended June 30, 2025, the company reported Net Income of **$1.373 million**, a significant improvement from a Net Loss of **$8.364 million** in the prior year period[20](index=20&type=chunk) [Condensed Consolidated Statements of Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) This section details changes in shareholders' equity, including common stock, preferred stock, and noncontrolling interests over specific periods Metric (in thousands) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Total Shareholders' Deficit | $(18,472) | $(25,369) | | Noncontrolling interests | $37,866 | $57,398 | | Total Equity | $19,394 | $32,029 | - Total Shareholders' Deficit improved from **$(25.369) million** at December 31, 2024, to **$(18.472) million** at June 30, 2025. Noncontrolling interests decreased significantly from **$57.398 million** to **$37.866 million**, primarily due to repurchases of Cedar Series B and C Preferred Stock[18](index=18&type=chunk)[22](index=22&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes cash inflows and outflows from operating, investing, and financing activities over specific periods Cash Flow Activity (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $13,324 | $13,112 | | Net cash provided by (used in) investing activities | $25,343 | $(6,735) | | Net cash used in financing activities | $(41,306) | $(4,420) | | Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | $(2,639) | $1,957 | - Net cash provided by operating activities remained stable, increasing slightly by **$0.212 million** YoY. Investing activities saw a significant positive swing, providing **$25.343 million** in 2025 compared to using **$6.735 million** in 2024, primarily due to proceeds from property disposals. Financing activities used substantially more cash in 2025, totaling **$41.306 million**, largely due to repurchases of noncontrolling interests[28](index=28&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[189](index=189&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of significant accounting policies and financial statement line items [Note 1. Business and Organization](index=12&type=section&id=Note%201.%20Business%20and%20Organization) This note describes the company's business as a REIT, its property portfolio, and recent acquisitions - Wheeler Real Estate Investment Trust, Inc. operates as a REIT, owning and operating **sixty-nine properties**, including **sixty-six retail shopping centers** and **three undeveloped properties** across 14 states as of June 30, 2025. The Company acquired Cedar Realty Trust in August 2022[31](index=31&type=chunk)[33](index=33&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=12&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and policies applied in preparing the financial statements - The financial statements are prepared in accordance with GAAP for interim reporting. All share and share-related information has been retroactively adjusted to reflect multiple reverse stock splits effected in May, June, September, November 2024, and January, March, May 2025[34](index=34&type=chunk)[40](index=40&type=chunk) - The Company reclassified certain prior period amounts in the condensed consolidated financial statements to align with current period presentation, specifically regarding preferred stock exchanges, which now appear as an adjustment after net loss and before net loss attributable to common shareholders[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 3. Real Estate](index=14&type=section&id=Note%203.%20Real%20Estate) This note details the company's investment properties, including depreciation and recent property dispositions Property Disposals (Six Months Ended June 30, 2025) | Disposal Date | Property | Contract Price ($ thousands) | Gain (Loss) ($ thousands) | Net Proceeds ($ thousands) | | :------------ | :---------------- | :--------------------------- | :------------------------ | :------------------------- | | June 26, 2025 | Winslow Plaza | 8,650 | 3,787 | 7,826 | | 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 | | Feb 11, 2025 | Webster Commons | 14,500 | 6,618 | 13,907 | - Depreciation expense on investment properties for the three months ended June 30, 2025 and 2024 totaled $4.6 million for both periods. For the six months ended June 30, 2025 and 2024, it totaled $9.2 million and $9.3 million, respectively[46](index=46&type=chunk) [Note 4. Investment Securities - Related Party](index=14&type=section&id=Note%204.%20Investment%20Securities%20-%20Related%20Party) This note describes the company's investment in a related party and the accounting treatment for unrealized gains and losses - The Company holds a **$13.8 million** investment in Stilwell Activist Investments, L.P. (SAI) as of June 30, 2025. Joseph Stilwell, E.J. Borrack, and Megan Parisi, members of the Company's Board of Directors, are affiliated with SAI's general partner[48](index=48&type=chunk)[49](index=49&type=chunk)[57](index=57&type=chunk) - Effective Q1 2025, the Company changed its accounting policy for unrealized holding gains and losses from the SAI investment to be recorded through other comprehensive income. For the three and six months ended June 30, 2025, unrealized holding gains of **$1.3 million** and **$1.7 million**, respectively, were recorded[56](index=56&type=chunk)[57](index=57&type=chunk) [Note 5. Deferred Costs and Other Assets, Net](index=15&type=section&id=Note%205.%20Deferred%20Costs%20and%20Other%20Assets,%20Net) This note provides a breakdown of deferred costs and other assets, including intangible assets and prepaid expenses Deferred Costs and Other Assets, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Leases in place, net | $7,738 | $10,365 | | Lease origination costs, net| $6,110 | $6,623 |\ | Ground lease sandwich interest, net | $708 | $845 |\ | Legal and marketing costs, net | $133 | $174 |\ | Tenant relationships, net | $60 | $156 |\ | Prepaid expenses | $3,188 | $2,661 |\ | **Total** | **$17,937** | **$20,824** | - Total deferred costs and other assets, net, decreased by **$2.887 million** (**13.9%**) from December 31, 2024, to June 30, 2025. Intangible amortization expense for the six months ended June 30, 2025, was **$2.8 million**, down from **$3.7 million** in the prior year period[58](index=58&type=chunk) [Note 6. Loans Payable, net](index=16&type=section&id=Note%206.%20Loans%20Payable,%20net) This note details the company's debt obligations, including principal balances, new loans, and repayment schedules Loans Payable, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- |\ | Total Principal Balance | $492,937 | $499,531 |\ | Unamortized deferred financing cost | $(15,626) | $(16,922) |\ | **Total Loans Payable, net**| **$477,311** | **$482,609** | - The Company's total loans payable, net, decreased by **$5.298 million** (**1.1%**) from December 31, 2024, to June 30, 2025. This includes a new **$10.0 million** variable-rate Cedar Bridge Loan in April 2025 and principal payments on other loans from property sales[60](index=60&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk)[67](index=67&type=chunk) Scheduled Principal Repayments (in thousands) | Period | Amount | | :-------------------------------------- | :----- | | Remaining six months ending Dec 31, 2025| $1,035 | | December 31, 2026 | $16,450| | December 31, 2027 | $2,776 | | December 31, 2028 | $16,771| | December 31, 2029 | $25,035| | December 31, 2030 | $6,067 | | Thereafter | $424,803| | **Total principal repayments and debt maturities** | **$492,937** | - As of June 30, 2025, the conversion price for the Convertible Notes was approximately **$2.82 per share** of Common Stock, equating to about **8.87 shares** for each $25.00 principal amount[69](index=69&type=chunk) [Note 7. Derivative Liabilities](index=18&type=section&id=Note%207.%20Derivative%20Liabilities) This note explains the company's derivative instruments, their fair value, and the valuation methodologies used Changes in Fair Value of Derivative Liabilities (in thousands) | Period | Balance at beginning of period | Changes in fair value - Warrants | Changes in fair value - Convertible Notes | Balance at end of period | | :-------------------------- | :----------------------------- | :------------------------------- | :---------------------------------------- | :----------------------- | | Six Months Ended June 30, 2025 | $11,985 | $0 | $8,737 | $20,722 | | Year Ended December 31, 2024 | $3,653 | $9 | $8,323 | $11,985 | - Derivative liabilities increased from **$11.985 million** at December 31, 2024, to **$20.722 million** at June 30, 2025, primarily due to changes in the fair value of Convertible Notes conversion features[81](index=81&type=chunk) - The fair value of warrants and embedded derivatives related to Convertible Notes are calculated using Black-Scholes and binomial lattice models, respectively, both considered Level 3 fair value techniques due to significant internal assumptions[75](index=75&type=chunk)[77](index=77&type=chunk) [Note 8. Commitments and Contingencies](index=19&type=section&id=Note%208.%20Commitments%20and%20Contingencies) This note discloses the company's legal proceedings, potential liabilities, and indemnification obligations - The Company is involved in various legal proceedings, including a derivative action filed by former CEO Daniel Khoshaba alleging breach of duty by current/former directors regarding dilution from Series D Preferred Stock redemptions and Convertible Notes dividends. The outcome remains uncertain[83](index=83&type=chunk)[85](index=85&type=chunk) - Preferred stockholders of Cedar have filed a putative class action (Aquino Action) against former Cedar directors, alleging breach of fiduciary duties related to the Cedar Acquisition. The Company has a contractual obligation to indemnify the former Cedar directors, and the outcome is uncertain[86](index=86&type=chunk) [Note 9. Rental Revenue and Tenant Receivables](index=20&type=section&id=Note%209.%20Rental%20Revenue%20and%20Tenant%20Receivables) This note disaggregates rental revenue by type and provides details on tenant receivables and credit adjustments Disaggregated Revenue by Type of Service (in thousands) | Revenue Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Base rent | $17,206 | $18,609 | $34,563 | $37,047 | | Tenant reimbursements - variable lease revenue | $6,976 | $5,920 | $12,961 | $11,742 | | Above (below) market lease amortization, net | $685 | $860 | $1,425 | $1,773 | | Straight-line rents | $748 | $356 | $1,147 | $726 | | Percentage rent - variable lease revenue | $195 | $136 | $327 | $238 | | Lease termination fees | $0 | $222 | $5 | $231 | | Other | $445 | $201 | $613 | $369 | | Credit adjustments on operating lease receivables | $(154) | $13 | $(586) | $63 | | **Total** | **$26,101** | **$26,317** | **$50,455** | **$52,189** | - Total revenue for the three months ended June 30, 2025, was **$26.101 million**, a slight decrease from **$26.317 million** in the prior year. For the six months, total revenue decreased by **3.3% YoY** to **$50.455 million**[87](index=87&type=chunk) [Note 10. Equity and Mezzanine Equity](index=20&type=section&id=Note%2010.%20Equity%20and%20Mezzanine%20Equity) This note details changes in equity, including reverse stock splits, preferred stock exchanges, and dividend arrears - The Company executed multiple reverse stock splits in 2024 and 2025 (one-for-four in Jan 2025, one-for-five in Mar 2025, one-for-seven in May 2025) to decrease the number of outstanding shares. All share data in the report is retroactively adjusted[88](index=88&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - During the six months ended June 30, 2025, the Company exchanged **322,297 shares** of Common Stock for **260,874 shares** each of Series B and Series D Preferred Stock, resulting in a deemed contribution of **$5.5 million** to accumulated deficit[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[98](index=98&type=chunk) - The Company processed redemptions of **257,111 Series D Preferred Stock shares** for approximately **$10.3 million**, settled by issuing **226,571 Common Stock shares**. The Company intends to continue settling Series D redemptions in Common Stock to avoid liquidating assets or incurring debt[101](index=101&type=chunk)[102](index=102&type=chunk) - Cedar repurchased and retired **1,301,159 shares** of Cedar Series C Preferred Stock for **$21.2 million** and **592,372 shares** of Cedar Series B Preferred Stock for **$10.6 million** during the six months ended June 30, 2025, leading to **$12.5 million** in deemed distributions[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - Total cumulative dividends in arrears for Series D Preferred Stock amounted to **$28.3 million** (**$15.95 per share**) as of June 30, 2025[116](index=116&type=chunk) [Note 11. Segment Reporting](index=23&type=section&id=Note%2011.%20Segment%20Reporting) This note identifies the company's operating segments and provides a breakdown of net operating income - The Company's primary business is the ownership and operation of grocery-anchored shopping centers. Each property is considered an individual operating segment, but they are aggregated into one reportable segment due to similar economic characteristics and business strategies[119](index=119&type=chunk) Net Operating Income (NOI) (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $26,101 | $26,317 | $50,455 | $52,189 | | Property operating expenses | $(7,741) | $(8,703) | $(16,678) | $(17,802) | | **Net Operating Income**| **$18,360** | **$17,614** | **$33,777** | **$34,387** | - Net Operating Income (NOI) for the three months ended June 30, 2025, increased by **4.2% YoY** to **$18.360 million**. For the six months, NOI decreased by **1.8% YoY** to **$33.777 million**[120](index=120&type=chunk) [Note 12. Related Party Transactions](index=24&type=section&id=Note%2012.%20Related%20Party%20Transactions) This note discloses transactions and balances with related parties, including management fees and investment fees - Cedar, a subsidiary, paid the Company **$0.2 million** and **$0.7 million** for property management and leasing services for the three and six months ended June 30, 2025, respectively. This is a decrease from **$0.6 million** and **$0.9 million** in the prior year periods[121](index=121&type=chunk) Related Party Amounts Due from Cedar (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Financings and real estate taxes| $7,166 | $7,166 | | Management fees | $683 | $634 | | Leasing commissions | $580 | $548 | | Sales commissions | $488 | $343 | | Cost Sharing Agreement allocations | $985 | $800 | | **Total** | **$9,902** | **$9,491** | - Investment fees paid to SAI, a related party, were **$334 thousand** and **$386 thousand** for the three and six months ended June 30, 2025, respectively, recorded within other comprehensive income[125](index=125&type=chunk) [Note 13. Subsequent Events](index=25&type=section&id=Note%2013.%20Subsequent%20Events) This note reports on significant events that occurred after the balance sheet date, such as stock redemptions - Subsequent to June 30, 2025, the Company processed redemptions of **11,490 Series D Preferred Stock shares**, issuing **65,898 Common Stock shares** for approximately **$0.5 million**[126](index=126&type=chunk) - In July and August 2025, the Company agreed to issue a total of **186,000 Common Stock shares** in exchange for **21,000 shares** each of Series D and Series B Preferred Stock from unaffiliated holders[127](index=127&type=chunk)[128](index=128&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition, results of operations, and recent activities, including property dispositions, capital structure adjustments, and macroeconomic factors affecting performance. It also discusses non-GAAP financial measures like Same-Property NOI, FFO, and AFFO [Company Overview](index=26&type=section&id=Company%20Overview) This section provides an overview of the company's property portfolio, geographic concentration, and business model - As of June 30, 2025, the Company owned and operated **sixty-nine properties** (**sixty-six retail shopping centers**, **three undeveloped properties**) across 14 states. Its portfolio is geographically concentrated in the Mid-Atlantic (**46%**), Southeast (**44%**), and Northeast (**10%**) based on annualized base rent[132](index=132&type=chunk)[133](index=133&type=chunk) [Recent Trends and Activities](index=26&type=section&id=Recent%20Trends%20and%20Activities) This section discusses recent property dispositions, capital structure adjustments, and leasing activities Property Dispositions (Six Months Ended June 30, 2025) | Disposal Date | Property | Contract Price ($ thousands) | Gain (Loss) ($ thousands) | Net Proceeds ($ thousands) | | :------------ | :------------------------------------- | :--------------------------- | :------------------------ | :------------------------- | | June 26, 2025 | Winslow Plaza - Sicklerville, New Jersey | 8,650 | 3,787 | 7,826 | | May 15, 2025 | Devine Street - Columbia, South Carolina | 7,100 | 1,054 | 6,758 | | May 1, 2025 | Amscot Building - Tampa, Florida | 600 | 348 | 523 | | March 13, 2025| Oregon Avenue - Philadelphia, Pennsylvania | 3,000 | 80 | 2,765 | | March 6, 2025 | South Lake - Lexington, South Carolina | 1,900 | (1,010) | 1,633 | | Feb 11, 2025 | Webster Commons - Webster, Massachusetts | 14,500 | 6,618 | 13,907 | - The Company secured a **$10.0 million** April 2025 Cedar Bridge Loan with a variable interest rate (SOFR + 1.30%), maturing January 4, 2026, guaranteed by Cedar and the Operating Partnership, and secured by $10.0 million of cash collateral[136](index=136&type=chunk) - During the six months ended June 30, 2025, the Company exchanged **322,297 Common Stock shares** for **260,874 shares** each of Series B and Series D Preferred Stock, aiming to reduce outstanding preferred securities and optimize capital allocation[137](index=137&type=chunk) - The Company processed redemptions of **257,111 Series D Preferred Stock shares** for approximately **$10.3 million**, issuing **226,571 Common Stock shares**. As of June 30, 2025, requests for **11,490 Series D shares** for July 2025 redemption were pending[139](index=139&type=chunk)[140](index=140&type=chunk) - **536,477 Common Stock shares** were issued during the three and six months ended June 30, 2025, to settle Convertible Notes conversions, resulting in a **$0.9 million** net loss on conversion[142](index=142&type=chunk) - Cedar repurchased and retired **1,301,159 shares** of Cedar Series C Preferred Stock for **$21.2 million** and **592,372 shares** of Cedar Series B Preferred Stock for **$10.6 million** during the six months ended June 30, 2025[146](index=146&type=chunk) Lease Activity Statistics (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------------------- | :-------- | :-------- | | Leases renewed with rate increase (sq feet) | 364,462 | 282,449 | | Total leases renewed (sq feet) | 449,505 | 353,627 | | Weighted average change over prior rates | 12.7 % | 8.6 % | | New leases (sq feet) | 108,097 | 158,317 | | Weighted average change of new leases over prior rates | 26.3 % | 14.2 % | [Results of Operations](index=30&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance over recent periods, highlighting key revenue and expense drivers [Quarter-To-Date Comparison (Three Months Ended June 30)](index=30&type=section&id=Quarter-To-Date%20Comparison) This section compares the company's financial performance for the current quarter against the prior year quarter Quarter-To-Date Financial Performance (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------------------- | :-------- | :-------- | :--------- | :--------- | | Revenues | $26,101 | $26,317 | $(216) | (0.8)% | | Property operating expense | $(7,741) | $(8,703) | $962 | 11.1 % | | Net operating income | $18,360 | $17,614 | $746 | 4.2 % | | Depreciation and amortization | $(5,778) | $(6,373) | $595 | 9.3 % | | Corporate general & administrative | $(2,817) | $(2,602) | $(215) | (8.3)% | | Gain on disposal of properties, net | $5,189 | $2,883 | $2,306 | 80.0 % | | Interest expense | $(8,692) | $(8,778) | $86 | 1.0 % | | Net changes in fair value of derivative liabilities | $(6,427) | $(4,968) | $(1,459) | (29.4)% | | Loss on conversion of Convertible Notes | $(902) | $0 | $(902) | n/a | | Gain on preferred stock redemptions | $228 | $0 | $228 | n/a | | Net Loss | $(1,000) | $(2,358) | $1,358 | **57.6 %** | - Revenues decreased slightly due to property sales, partially offset by increases in same-center rental revenues. Property operating expenses decreased due to property sales and lower repairs/maintenance. Operating income increased significantly due to a higher gain on property disposals[157](index=157&type=chunk)[158](index=158&