Core Viewpoint - Halper Sadeh LLC is investigating potential breaches of fiduciary duties by certain officers and directors of Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) towards shareholders [1]. Group 1 - Long-term shareholders of Wheeler stock may seek corporate governance reforms, return of funds, court-approved financial incentives, or other benefits [2]. - Shareholder involvement is crucial for improving company policies and practices, leading to enhanced transparency, accountability, and management effectiveness, which can ultimately increase shareholder value [3]. Group 2 - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having successfully implemented corporate reforms and recovered millions for defrauded investors [4].

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]

Financial Performance - The company reported a significant increase in Adjusted Funds from Operations (AFFO), reaching $X million, representing a Y% increase year-over-year[9]. - WHLR reported a net loss of $5.046 million for the three months ended June 30, 2025, translating to a net loss of $9.45 per share[16]. - Funds from Operations (FFO) was $(3.468) million, or $(6.50) per share, compared to $(3.6) million, or $(5,275.96) per share in the previous year[26]. - The total revenue for the quarter was $26.1 million, a decrease of 0.8% or $0.2 million year-over-year[20]. - Same-Property Net Operating Income (NOI) increased by 10.7% or $1.6 million, driven by a $1.5 million increase in property revenue[20]. - Total revenue decreased by 3.3% to $50.5 million, primarily due to a $3.6 million decrease in rental revenues from sold properties[32]. - Total operating expenses decreased by 5.1% to $34.2 million, driven by a $1.5 million reduction in expenses from sold properties and a $1.0 million decrease in depreciation[32]. - Adjusted Funds from Operations (AFFO) increased to $17.32 per share, compared to $4,340.52 per share previously[32]. - Operating income increased to $14.954 million in Q2 2025, up 29.1% from $11.522 million in Q2 2024[42]. - Comprehensive income attributable to the company was $0.261 million in Q2 2025, compared to a loss of $2.358 million in Q2 2024[42]. Occupancy and Leasing Activity - The occupancy rate improved to Z%, up from A% in the previous quarter, indicating stronger demand for retail space[10]. - The occupancy rate for WHLR's portfolio was 94.0%, a 70 basis point increase from the previous year[20]. - WHLR executed 25 lease renewals totaling 98,492 square feet at a weighted average increase of $1.37 per square foot, representing a 13.6% increase over in-place rental rates[20]. - The company renewed 98,492 square feet of leases in Q2 2025, with a weighted average rate increase of 13.63% compared to prior rates[67]. - Total leases renewed in Q2 2025 reached 77,434 sq feet, a significant increase from 38,293 sq feet in Q2 2024[69]. - The number of leases renewed with rate increases in the first half of 2025 was 13, up from 10 in the same period of 2024[69]. Revenue and Growth Initiatives - Future guidance indicates an expected revenue growth of E% for the next quarter, driven by increased consumer spending and leasing activity[10]. - The company plans to expand its portfolio by acquiring additional properties, targeting a growth of B% in gross leasable area (GLA) over the next fiscal year[9]. - The company is exploring potential mergers and acquisitions to enhance market presence, with a focus on regional expansion in the Southeast[9]. Debt Management - A strategic initiative to reduce debt levels is underway, aiming for a D% decrease in total debt by the end of the fiscal year[10]. - The total assets of WHLR were reported at $625.948 million, with total debt amounting to $492.937 million, resulting in a debt-to-total assets ratio of 78.75%[16]. - Debt decreased to $492.9 million from $499.5 million at the end of 2024, influenced by various loan payments and conversions[38]. - The total principal balance of loans payable is $477,311,000 as of June 30, 2025[49]. Tenant and Property Insights - The company has a total of 492,937,000 in scheduled principal repayments and debt maturities, with $1,035,000 due in the remaining six months of 2025[52]. - The total number of tenants across all properties is 938, indicating a diverse tenant mix[57]. - Food Lion is the largest tenant, generating $4.450 million in annualized base rent, representing 6.21% of total base rent[63]. - The highest occupancy rate is seen in properties like Alex City Marketplace and Cardinal Plaza, both at 100%[56]. - The lowest occupancy rate is at Rivergate Shopping Center, with only 68.9% leased[56]. Technology and Operational Efficiency - The company is focusing on enhancing its technology infrastructure to improve operational efficiency, with an investment of D million planned for the upcoming year[9]. - The impact of e-commerce on tenant performance is being closely monitored, with strategies in place to adapt to changing consumer behaviors[10].