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].

[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&

REIT Performance Overview - The REIT sector experienced a significant decline in April 2025, with an average total return of -6.45%, underperforming the broader market indices such as the Dow Jones Industrial Average (-3.1%), S&P 500 (-0.7%), and NASDAQ (+0.9%) [1] - Year-to-date, the average total return for REITs stands at -9.10%, which is worse than the -7.65% return for the same period in 2024 [12] Performance by Market Capitalization - Microcap REITs underperformed larger peers for the sixth consecutive month, with returns of -8.87% [3] - Large-cap REITs (-2.93%) outperformed mid-caps (-5.45%) and small caps (-8.69%) in April, with large-cap REITs outperforming small caps by 1081 basis points in the first four months of 2025 [3] Property Type Performance - Only 11.11% of REIT property types averaged a positive total return in April, with a 20.17% spread between the best (Data Centers +7.28%) and worst-performing property types (Timber -12.90%) [5][6] - Year-to-date, Office REITs (-24.06%) and Hotel REITs (-22.90%) significantly underperformed, while Health Care (+7.23%), Infrastructure (+6.88%), and Casinos (+6.00%) were the only property types with positive returns [7] Price/FFO Multiples - The average P/FFO for the REIT sector decreased from 13.9x to 13.4x in April, with 83.3% of property types experiencing multiple contraction [8] - Data Centers (26.9x), Multifamily (24.6x), and Infrastructure (18.7x) currently trade at the highest average multiples among REIT property types, while Hotels (5.9x) and Offices (8.2x) have the lowest [9] Individual REIT Performance - Digital Realty Trust (DLR) achieved a strong gain of +12.04% in April, despite a year-to-date return of -8.72% [11] - Wheeler REIT (WHLR) was the worst-performing REIT in April, with a staggering decline of -63.61% for the month and -98.29% year-to-date [11] Dividend Yield Insights - The high dividend yields of the REIT sector are a primary reason for investment, with many REITs trading below their NAV, resulting in attractive yields [15]

Core Viewpoint - Zacks Investment Research has initiated coverage of Wheeler Real Estate Investment Trust, Inc. (WHLR) with a "Neutral" recommendation, reflecting a mixed outlook for the company amid industry challenges [1] Company Overview - WHLR is a fully integrated, self-managed commercial real estate investment company based in Virginia Beach, VA, focusing on owning, leasing, and operating income-producing retail properties, particularly grocery-anchored shopping centers in secondary and tertiary markets [2] Financial Performance - The company has improved its financial standing by redeeming and exchanging Series D Preferred Stock and selling non-core assets, resulting in a reduction of leverage and generating $5.7 million in net gains in the latest quarter [3] - As of March 31, 2025, WHLR's real estate portfolio was 91.3% occupied and 92% leased, with occupancy rates at 93.3% [4] - The first quarter of 2025 saw 40 lease renewals totaling 273,579 square feet, with a weighted average increase of $1.26 per square foot, representing a 12.5% rise over previous rents [4] - Eight new leases were signed for 68,502 square feet, achieving a 38.1% rental rate premium over prior tenants' base rent [4] Growth Drivers - Key factors driving WHLR's future growth include resilient same-property net operating income and a defensive tenant base anchored by grocery stores, along with regional dominance [4] Market Positioning - WHLR's stock has underperformed compared to industry peers and the broader market over the past year, with valuation metrics indicating it is appropriately priced for its challenges [6] - The company has a modest market capitalization of $3.5 million, which may appeal to contrarian investors willing to accept elevated risk for potential long-term gains [7]

[Cautionary Note on Forward-Looking Statements](index=2&type=section&id=Cautionary%20Note%20on%20Forward-Looking%20Statements) This section highlights that the document contains forward-looking statements, subject to risks and uncertainties that could cause actual results to differ materially, identifying various impacting factors - Forward-looking statements are identified by words like 'continue,' 'may,' 'approximately,' 'potentially,' or similar expressions[4](index=4&type=chunk) - Key risks include demand for retail space, economic conditions, tenant loss/bankruptcy, geographic concentration, consumer spending, capital availability, potential dilution from preferred stock/convertible notes, competition, regulatory changes, litigation, debt covenant compliance, financing risks, market volatility, e-commerce impact, reverse stock splits, natural events, insurance costs, and REIT qualification[4](index=4&type=chunk)[5](index=5&type=chunk) [Glossary of Terms](index=4&type=section&id=Glossary%20of%20Terms) This section defines key financial and real estate terms, including non-GAAP measures like AFFO, FFO, EBITDA, and Same-Property NOI, alongside operational terms such as ABR and GLA - Adjusted FFO (AFFO) is a non-GAAP measure that excludes items not indicative of operating portfolio results, such as legal settlements, non-cash share-based compensation, and acquisition costs, to provide better comparability[8](index=8&type=chunk) - Funds from Operations (FFO) is a non-GAAP measure defined by Nareit, representing net income excluding gains/losses from property sales and real estate-related depreciation/amortization, used to compare real estate operating performance[8](index=8&type=chunk) - Same-Property Net Operating Income (Same-Property NOI) is a non-GAAP measure reflecting property operating performance by subtracting property and related expenses from property revenues for properties owned during all periods presented[9](index=9&type=chunk) - Annualized Base Rent (ABR) is calculated as monthly base rent on occupied space multiplied by twelve months, excluding tenant concessions and rent abatements[8](index=8&type=chunk) [Company Overview](index=6&type=section&id=Company%20Overview) WHLR is a self-managed commercial real estate investment company focused on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers, with CDR as a subsidiary - **WHLR** is a fully-integrated, self-managed commercial real estate investment company[10](index=10&type=chunk) - The company's primary focus is on owning, leasing, and operating income-producing retail properties, with a particular emphasis on **grocery-anchored centers**[10](index=10&type=chunk) - **WHLR's common stock, Series B and D convertible preferred stock, and Convertible Notes** trade publicly on Nasdaq under symbols WHLR, WHLRP, WHLRD, and WHLRL, respectively[10](index=10&type=chunk) - **Cedar Realty Trust, Inc. (CDR)** is a subsidiary of WHLR, with its preferred stock trading on the NYSE[11](index=11&type=chunk) [Financial and Portfolio Overview](index=7&type=section&id=Financial%20and%20Portfolio%20Overview) This section provides a snapshot of WHLR's key financial and portfolio metrics as of March 31, 2025, reflecting the impact of recent reverse stock splits, highlighting net loss, FFO, AFFO, total assets, total debt, and portfolio performance indicators Key Financial Metrics | Financial Metric | Amount (March 31, 2025, in thousands) | | :-------------------------- | :------------------------------------ | | Net loss attributable to common stockholders | $ (6,852) | | Net loss per basic and diluted shares | $ (22.41) | | FFO available to common stockholders and OP unitholders | $ 2,223 | | FFO per common share | $ 7.27 | | AFFO | $ 404 | | AFFO per common share | $ 1.32 | | Investment Properties, net | $ 514,535 | | Cash and Cash Equivalents | $ 19,233 | | Total Assets | $ 624,755 | | Total Debt | $ 489,008 | | Debt to Total Assets | 78.27 % | | Debt to Gross Asset Value | 65.80 % | Portfolio Performance Metrics | Portfolio Metric | WHLR Portfolio | CDR Portfolio | | :----------------- | :------------- | :------------ | | GLA (in sq. ft.) | 5,264,133 | 2,253,544 | | Occupancy Rate | 93.3 % | 86.7 % | | Leased Rate | 94.2 % | 86.9 % | | Annualized Base Rent (in thousands) | $ 50,867 | $ 20,890 | | Total number of leases signed or renewed | 40 | 8 | | Total sq. ft. leases signed or renewed | 267,691 | 74,390 | [Financial and Operating Results](index=8&type=section&id=Financial%20and%20Operating%20Results) This section details WHLR's financial and operating performance for the three months ended March 31, 2025, highlighting key changes in leasing activity, property operations, financial metrics, capital markets, dispositions, and balance sheet items compared to the prior year period [2025 First Quarter Highlights](index=8&type=section&id=2025%20FIRST%20QUARTER%20HIGHLIGHTS) The first quarter of 2025 saw a net loss per share of $(22.41), an improvement from $(2,459.16) in the prior year, with positive FFO and AFFO per share, mixed portfolio occupancy, increased rent spreads, decreased Same-Property NOI, and reduced total revenue and operating expenses, alongside capital market activities, property dispositions, and debt reductions First Quarter Financial Highlights | Metric | Q1 2025 | Q1 2024 | Change | | :------------------------------------------------ | :------ | :------ | :----- | | Net loss attributable to common stockholders (per share) | $(22.41) | $(2,459.16) | Improved | | FFO (in millions) | $2.2 | $(4.1) | Improved | | FFO per share | $7.27 | $(941.66) | Improved | | AFFO per share | $1.32 | $46.90 | Decreased | - The Company's real estate portfolio was **91.3% occupied** (up 10 bps from 91.2%) and **92.0% leased** (down 150 bps from 93.5%), with 31 properties 100% leased[20](index=20&type=chunk) - **WHLR** executed **32 lease renewals** (199,189 sq ft) with a weighted average increase of **14.2%** over in-place rental rates, and signed **8 new leases** (68,502 sq ft) with a new rent spread of **38.1%**[20](index=20&type=chunk) - **CDR** executed **8 lease renewals** (74,390 sq ft) with an **8.3% increase** over in-place rental rates, but signed no new leases[20](index=20&type=chunk) - **Same-Property NOI decreased by 2.2% or $0.3 million**, primarily due to a $0.6 million increase in property expense, partially offset by a $0.2 million increase in property revenue[20](index=20&type=chunk) - **Total revenue decreased by 5.9% or $1.5 million** to $24.4 million, mainly due to property sales in 2024 and 2025[20](index=20&type=chunk) - **Total operating expenses decreased by 2.7% or $0.5 million** to $17.9 million, primarily due to lower depreciation, real estate taxes, and repairs/maintenance from property sales[20](index=20&type=chunk) - The Company effected **one-for-four and one-for-five reverse stock splits** on January 27, 2025, and March 26, 2025, respectively[26](index=26&type=chunk) - Issued **218,282 shares of Common Stock** in exchange for 138,174 shares of Series D Preferred Stock and 138,174 shares of Series B Preferred Stock[26](index=26&type=chunk) - Recognized a non-operating loss of **$2.3 million** in net changes in fair value of derivative liabilities[26](index=26&type=chunk) - **Cedar** extended its tender offer for Cedar Series B Preferred Stock, purchasing **592,372 shares** for approximately **$10.5 million**[26](index=26&type=chunk) - **Cedar** repurchased and retired **1,301,159 shares of Cedar Series C Preferred Stock** for **$21.2 million**, resulting in **$8.5 million** deemed distributions[26](index=26&type=chunk) Property Dispositions (March 2025) | Property Sold (March 2025) | Sale Price (in millions) | Gain/(Loss) (in millions) | Net Proceeds (in millions) | | :------------------------- | :----------------------- | :------------------------ | :------------------------- | | Oregon Avenue | $3.0 | $0.1 | $2.8 | | South Lake | $1.9 | $(1.0) | $1.6 | | Webster Commons | $14.5 | $6.6 | $13.9 | Balance Sheet Changes | Balance Sheet Item | March 31, 2025 (in millions) | Dec 31, 2024 (in millions) | Change (in millions) | | :----------------- | :--------------------------- | :------------------------- | :------------------- | | Cash and cash equivalents | $19.2 | $43.0 | $(23.8) | | Restricted cash | $27.8 | $17.8 | $10.0 | | Debt | $489.0 | $499.5 | $(10.5) | | Real estate, net | $514.5 | $534.9 | $(20.4) | - The Company's weighted average interest rate on property level debt was **5.44%** (term 7.3 years), and on all debt was **5.54%** (term 7.3 years)[26](index=26&type=chunk) - Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were **$29.6 million or $15.57 per share** as of March 31, 2025[32](index=32&type=chunk) - The Company processed redemptions of **193,951 shares of Series D Preferred Stock**, issuing **305,626 shares of Common Stock** for approximately **$7.8 million**, realizing a gain of **$3.8 million** on retirements[32](index=32&type=chunk) - Subsequent to March 31, 2025, the Company processed additional Series D Preferred Stock redemptions, accepted Cedar Series B Preferred Stock tenders, entered into a **$10.0 million bridge loan**, agreed to issue Common Stock for preferred stock exchanges, and completed the sale of Amscot Building for **$0.6 million**[32](index=32&type=chunk)[34](index=34&type=chunk) [Financial Summary](index=12&type=section&id=Financial%20Summary) This section presents detailed consolidated financial statements, including balance sheets and statements of operations, along with reconciliations of non-GAAP financial measures such as Same-Property NOI, FFO, AFFO, and EBITDA, providing a comprehensive view of the company's financial position and performance [Consolidated Balance Sheets](index=12&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets provide a snapshot of the company's assets, liabilities, and equity as of March 31, 2025, compared to December 31, 2024, showing key changes including a decrease in real estate, net, and cash, while restricted cash increased Consolidated Balance Sheet Summary | Balance Sheet Item | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :--------------------------- | :---------------------------- | :------------------------------- | :-------------------- | | Real estate, net | $514,535 | $534,925 | $(20,390) | | Cash and cash equivalents | $19,233 | $42,964 | $(23,731) | | Restricted cash | $27,787 | $17,752 | $10,035 | | Assets held for sale | $5,838 | — | $5,838 | | Total Assets | $624,755 | $653,702 | $(28,947) | | Loans payable, net | $472,794 | $482,609 | $(9,815) | | Series D Preferred Stock redemptions | $1,586 | $4,074 | $(2,488) | | Total Liabilities | $526,637 | $537,048 | $(10,411) | | Total Equity | $22,453 | $32,029 | $(9,576) | [Consolidated Statements of Operations](index=13&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations present the company's revenues, expenses, and net income (loss) for the three months ended March 31, 2025, compared to the same period in 2024, showing a significant improvement to net income driven by gains on property disposal and Preferred Stock retirements Consolidated Statements of Operations Summary | Income Statement Item | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :------------------------------ | :--------------------- | :--------------------- | :-------------------- | | Total Revenue | $24,354 | $25,872 | $(1,518) | | Total Operating Expenses | $17,900 | $18,394 | $(494) | | Gain on disposal of properties, net | $5,688 | — | $5,688 | | Operating Income | $12,142 | $7,478 | $4,664 | | Interest expense | $(8,093) | $(7,405) | $(688) | | Net Income (Loss) | $5,400 | $(6,006) | $11,406 | | Net Loss Attributable to Common Shareholders | $(6,852) | $(10,749) | $3,897 | | Basic and Diluted Loss per share | $(22.41) | $(2,459.16) | Improved | [Reconciliation of Non-GAAP Measures](index=14&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) This section reconciles GAAP net income to non-GAAP measures such as Same-Property NOI, FFO, AFFO, and EBITDA, providing alternative perspectives on the company's operating performance, particularly relevant for REITs Same-Property NOI Reconciliation | Same-Property NOI | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :-------------------------- | :--------------------- | :--------------------- | :-------------------- | | Operating Income | $12,142 | $7,478 | $4,664 | | Same-Property Net Operating Income | $14,302 | $14,631 | $(329) | FFO and AFFO Reconciliation | FFO and AFFO | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :--------------------- | :--------------------- | :--------------------- | :-------------------- | | Net Income (Loss) | $5,400 | $(6,006) | $11,406 | | FFO | $5,943 | $592 | $5,351 | | FFO available to common stockholders and common unitholders | $2,223 | $(4,116) | $6,339 | | AFFO | $404 | $205 | $199 | | FFO per Common Share | $7.27 | $(941.66) | Improved | | AFFO per Common Share | $1.32 | $46.90 | Decreased | EBITDA Reconciliation | EBITDA | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Change (in thousands) | | :--------------- | :--------------------- | :--------------------- | :-------------------- | | Net Income (Loss) | $5,400 | $(6,006) | $11,406 | | EBITDA | $19,010 | $7,084 | $11,926 | | Adjusted EBITDA | $11,787 | $12,484 | $(697) | [Debt Summary](index=17&type=section&id=Debt%20Summary) This section provides a detailed breakdown of the company's debt obligations, including property-specific loans, convertible notes, and term loans, along with their interest rates and maturity dates, presenting total interest expense and a schedule of principal repayments Debt Summary Metrics | Debt Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :-------------------- | :---------------------------- | :------------------------------- | :-------------------- | | Total Principal Balance | $489,008 | $499,531 | $(10,523) | | Unamortized deferred financing cost | $(16,214) | $(16,922) | $708 | | Total Loans Payable, net | $472,794 | $482,609 | $(9,815) | Interest Expense Breakdown | Interest Expense | Q1 2025 (in thousands) | Q1 2024 (in thousands) | Dollar Change (in thousands) | Percent Change | | :------------------------- | :--------------------- | :--------------------- | :--------------------------- | :------------- | | Property debt interest - excluding Cedar debt | $4,324 | $4,201 | $123 | 2.9 % | | Convertible Notes interest | $540 | $543 | $(3) | (0.6)% | | Loan prepayment premium | $541 | — | $541 | — % | | Amortization of deferred financing costs | $708 | $628 | $80 | 12.7 % | | Property debt interest - Cedar | $1,980 | $2,033 | $(53) | (2.6)% | | Total Interest Expense | $8,093 | $7,405 | $688 | 9.3 % | Scheduled Debt Repayments and Maturities | Scheduled Principal Repayments and Maturities | Amount (in thousands) | % Total Principal Payments and Maturities | | :-------------------------------------------- | :-------------------- | :---------------------------------------- | | For the remaining nine months ending Dec 31, 2025 | $5,594 | 1.1 % | | December 31, 2026 | $6,450 | 1.3 % | | December 31, 2027 | $2,876 | 0.6 % | | December 31, 2028 | $16,671 | 3.4 % | | December 31, 2029 | $25,035 | 5.1 % | | December 31, 2030 | $6,067 | 1.2 % | | Thereafter | $426,315 | 87.3 % | | Total principal repayments and debt maturities | $489,008 | 100.0 % | [Portfolio Summary](index=19&type=section&id=Portfolio%20Summary) This section offers a comprehensive overview of the company's real estate portfolio, detailing individual property characteristics, geographic distribution, and the composition of its top tenants, including a detailed schedule of lease expirations [Property Summary](index=19&type=section&id=Property%20Summary) The property summary provides detailed information for each property in the WHLR and CDR portfolios, including location, number of tenants, total leasable square feet, percentage leased, percentage occupied, total occupied square feet, annualized base rent, and annualized base rent per occupied square foot, along with undeveloped land parcels and geographic distribution Combined Portfolio Overview | Portfolio | Number of Properties | Number of Tenants | Total Leasable Square Feet | Percentage Leased | Percentage Occupied | Total SF Occupied | Annualized Base Rent (in thousands) | Annualized Base Rent per Occupied Sq. Foot | | :-------- | :------------------- | :---------------- | :------------------------- | :---------------- | :------------------ | :---------------- | :---------------------------------- | :--------------------------------------- | | WHLR | 55 | 752 | 5,264,133 | 94.2 % | 93.3 % | 4,910,528 | $50,867 | $10.36 | | CDR | 14 | 201 | 2,253,544 | 86.9 % | 86.7 % | 1,953,271 | $20,890 | $10.69 | | COMBINED | 69 | 953 | 7,517,677 | 92.0 % | 91.3 % | 6,863,799 | $71,757 | $10.45 | Geographic Distribution by State | State | Properties | Tenants | % Total ABR | | :------------- | :----------- | :-------- | :---------- | | Virginia | 8 | 215 | 24.5% | | Georgia | 12 | 147 | 14.6% | | South Carolina | 20 | 171 | 14.1% | | Pennsylvania | 6 | 86 | 13.4% | | New Jersey | 4 | 69 | 5.3% | | North Carolina | 5 | 58 | 4.7% | | Connecticut | 2 | 20 | 4.4% | | Massachusetts | 2 | 30 | 4.1% | | Florida | 3 | 45 | 3.5% | | Tennessee | 2 | 32 | 3.5% | | Maryland | 1 | 27 | 2.9% | | Alabama | 1 | 20 | 1.9% | | West Virginia | 1 | 15 | 1.6% | | Kentucky | 2 | 17 | 1.5% | | Total | 69 | 953 | 100% | [Top Ten Tenants & Lease Expiration](index=22&type=section&id=Top%20Ten%20Tenants%20by%20Annualized%20Base%20Rent%20and%20Lease%20Expiration%20Schedules) This section identifies the top ten tenants by their contribution to Annualized Base Rent (ABR) and provides a detailed lease expiration schedule, breaking down expiring leases by year, square footage, and associated ABR, differentiating between anchor and non-anchor leases and those with or without renewal options Top Ten Tenants by ABR | Tenants | Category | Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :---------------- | :---------------- | :---------------------------------- | :------------------------------ | | Food Lion | Grocery | $4,434 | 6.18 % | | Kroger Co | Grocery | $2,127 | 2.96 % | | Dollar Tree | Discount Retailer | $1,899 | 2.65 % | | Planet Fitness | Gym | $1,692 | 2.36 % | | Piggly Wiggly | Grocery | $1,363 | 1.90 % | | Lowes Foods | Grocery | $1,223 | 1.70 % | | TJX Companies | Discount Retailer | $1,216 | 1.69 % | | Aldi | Grocery | $1,072 | 1.49 % | | Kohl's | Discount Retailer | $1,049 | 1.46 % | | Lehigh Valley Health | Health | $803 | 1.12 % | | **Total Top Ten** | | **$16,878** | **23.51 %** | Lease Expiration Schedule | Lease Expiration Period | Number of Expiring Leases | Total Expiring Square Footage | % of Total Expiring Square Footage | Expiring Annualized Base Rent (in thousands) | % of Total Annualized Base Rent | | :---------------------- | :------------------------ | :---------------------------- | :--------------------------------- | :------------------------------------------- | :------------------------------ | | Available | — | 653,878 | 8.70 % | $— | — % | | MTM | 7 | 43,617 | 0.58 % | $339 | 0.47 % | | 2025 | 82 | 317,838 | 4.23 % | $3,235 | 4.51 % | | 2026 | 157 | 787,218 | 10.47 % | $8,677 | 12.09 % | | 2027 | 165 | 689,215 | 9.17 % | $8,452 | 11.78 % | | 2028 | 138 | 1,021,034 | 13.58 % | $9,750 | 13.59 % | | 2029 | 145 | 927,471 | 12.34 % | $10,497 | 14.63 % | | 2030 | 93 | 1,054,328 | 14.02 % | $9,297 | 12.96 % | | 2031 | 42 | 476,872 | 6.34 % | $4,919 | 6.85 % | | 2032 | 33 | 438,850 | 5.84 % | $3,962 | 5.52 % | | 2033 | 20 | 250,321 | 3.33 % | $2,794 | 3.89 % | | 2034 & thereafter | 71 | 857,035 | 11.40 % | $9,835 | 13.71 % | | **Total** | **953** | **7,517,677** | **100.00 %** | **$71,757** | **100.00 %** | - For anchor leases, **45.0% of expiring GLA** at March 31, 2025, is subject to renewal options[20](index=20&type=chunk) [Leasing Summary](index=24&type=section&id=Leasing%20Summary) This section summarizes the leasing activities for both WHLR and its subsidiary CDR for the three months ended March 31, 2025, compared to the same period in 2024, detailing the number and square footage of renewed and new leases, along with the weighted average changes in rental rates WHLR Leasing Activity Summary | WHLR Leasing Activity | Q1 2025 (sq feet) | Q1 2024 (sq feet) | Change (sq feet) | | :-------------------- | :---------------- | :---------------- | :--------------- | | Total leases renewed (sq feet) | 199,189 | 94,915 | +104,274 | | Total leases renewed (count) | 32 | 28 | +4 | | Weighted average rate on all renewals (per sq foot) | $1.40 | $0.85 | +$0.55 | | Weighted average change over prior rates | 14.24 % | 7.62 % | +6.62 % | | New leases (sq feet) | 68,502 | 22,349 | +46,153 | | New leases (count) | 8 | 10 | -2 | | Weighted average rate (per sq foot) | $12.56 | $11.87 | +$0.69 | | New Rent Spread | 38.07 % | 19.14 % | +18.93 % | CDR Leasing Activity Summary | CDR Leasing Activity | Q1 2025 (sq feet) | Q1 2024 (sq feet) | Change (sq feet) | | :------------------- | :---------------- | :---------------- | :--------------- | | Total leases renewed (sq feet) | 74,390 | 32,267 | +42,123 | | Total leases renewed (count) | 8 | 3 | +5 | | Weighted average rate on all renewals (per sq foot) | $0.88 | $0.61 | +$0.27 | | Weighted average change over prior rates | 8.28 % | 3.07 % | +5.21 % | | New leases (sq feet) | — | 15,705 | -15,705 | | New leases (count) | — | 4 | -4 | | New Rent Spread | — % | (12.46)% | +12.46 % |

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35713 WHEELER REAL ESTATE INVESTMENT TRUST, INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 45-26810 ...

REIT Performance Overview - The REIT sector experienced a total return of -4.92% in March, underperforming the Dow Jones Industrial Average (-4.1%) but faring better than the S&P 500 (-5.6%) and NASDAQ (-8.1%) [1] - The Vanguard Real Estate ETF (VNQ) outperformed the average REIT with a return of -2.58% in March and a year-to-date return of +2.69% compared to -3.36% for the average REIT [1] - The spread between the 2025 FFO multiples of large cap REITs (18.1x) and small cap REITs (12.9x) increased, indicating that investors are paying 40.3% more for each dollar of FFO from large cap REITs [1] Performance by Market Capitalization - Micro cap REITs underperformed significantly with a return of -16.19%, while large cap REITs returned -2.04%, mid caps -2.63%, and small caps -4.16% [3] - Year-to-date, large cap REITs have outperformed small caps by 568 basis points [3] Property Type Performance - Only 33.33% of REIT property types had a positive total return in March, with a 14% spread between the best (Casino +2.40%, Single Family Housing +2.00%) and worst performing property types (Office -11.60%, Hotel -11.11%) [5] - In the first quarter of 2025, Data Centers (-16.35%), Office (-15.95%), and Hotels (-15.74%) were the worst performers, while Health Care (+10.87%), Casino (+10.24%), and Timber (+9.56%) led the sector [6] Average Returns by Property Type - The average returns for various property types in March were as follows: - Office: -11.60% - Hotel: -11.11% - Casino: +2.40% - Single Family Housing: +2.00% - REIT Average: -4.92% [6] Price/FFO Multiples - The average P/FFO for the REIT sector decreased from 14.3x to 13.9x in March, with 27.8% of property types experiencing multiple expansion and 66.7% seeing contraction [8] - Data Centers (25.2x), Land (23.8x), and Multifamily (20.5x) have the highest average multiples, while Hotels (6.2x) and Offices (8.4x) are the only types with single-digit FFO multiples [8] Individual Security Performance - Peakstone Realty Trust (PKST) was the best performing REIT in March with a return of +13.10%, followed by Crown Castle (CCI) at +12.44% and CareTrust REIT (CTRE) at +11.77% [10] - Wheeler REIT (WHLR) continued its decline with a staggering -75.88% return in March, marking a -95.31% drop in the first three months of 2025 [11] Dividend Yield Insights - High dividend yields are a significant attraction for investors in the REIT sector, especially as many REITs are trading below their NAV, leading to opportunities for attractive yields [15]

Company Overview - WHLR focuses on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers[8]. - The company’s portfolio includes well-located retail properties in secondary and tertiary markets, generating attractive, risk-adjusted returns[8]. - WHLR's common stock and preferred stocks trade publicly on Nasdaq and NYSE under various symbols, indicating a diversified capital structure[8][9]. Financial Performance - Net income attributable to Wheeler REIT common stockholders for Q4 2024 was $32.037 million, with a basic earnings per share of $173.35[14]. - Funds from Operations (FFO) for Q4 2024 was $45.927 million, or $248.50 per share, compared to $21.0 million or $2,691.84 per share in the prior year[25]. - Same-Property Net Operating Income (NOI) increased by 4.8% or $0.7 million, driven by a $1.2 million increase in property revenue[20]. - Total revenue for Q4 2024 was $27.6 million, reflecting a 5.3% increase or $1.4 million from the previous year[20]. - The occupancy rate for the company's real estate portfolio was 92.3%, a 120 basis point increase from 91.1%[20]. - Total assets as of December 31, 2024, were $653.702 million, with total debt of $499.531 million, resulting in a debt to total assets ratio of 76.42%[15]. - Total operating expenses for Q4 2024 decreased by 2.7% or $0.5 million, primarily due to a decrease in depreciation and amortization[20]. - Net income for Q4 2024 was $39.762 million, significantly higher than $19.154 million in Q4 2023, marking a 107.5% increase[38]. - Total liabilities increased to $537.048 million in 2024 from $526.804 million in 2023, an increase of 1.4%[37]. - Funds from Operations (FFO) for Q4 2024 was $50.282 million, compared to $26.014 million in Q4 2023, representing a 93.5% increase[41]. - The company’s cash and cash equivalents rose to $42.964 million in 2024, up from $18.404 million in 2023, a growth of 133.5%[37]. - Total Interest Expense for Q4 2024 was $8,568,000, reflecting a 4.6% increase from $8,189,000 in Q4 2023[50]. Operational Metrics - WHLR's Same-Property Net Operating Income (Same-Property NOI) is a key performance metric, reflecting revenues and expenses directly associated with property operations[7]. - WHLR's occupancy rate and leased rate are critical indicators of its operational success, with ongoing efforts to enhance these metrics[7]. - The company is actively managing its portfolio to adapt to e-commerce trends and changing retail dynamics, which may include strategic acquisitions or divestitures[4]. - WHLR has a total of 72 properties with 981 tenants, contributing to an Annualized Base Rent (ABR) of 100%[55]. - The overall occupancy rate across the properties is maintained at a healthy level, ensuring stable revenue generation[55]. - WHLR renewed a total of 139,842 square feet of leases in Q4 2024, with a weighted average rate increase of 11.39% compared to the prior rates[61]. Debt and Financing - The company faces risks related to market volatility, tenant bankruptcies, and changes in consumer spending, which could impact leasing and occupancy rates[3][4]. - WHLR's financial performance is influenced by its ability to maintain compliance with debt covenants and secure favorable financing terms[4]. - Debt totaled $499.5 million, up from $495.6 million at December 31, 2023, due to refinancing activities and draws on credit agreements[32]. - The company has a total of $482,609,000 in loans payable as of December 31, 2024, after accounting for unamortized deferred financing costs[46]. - The company’s total debt maturities show that 88.82% of principal repayments are due after 2029, indicating a long-term debt structure[48]. Tenant and Lease Information - The company has a diverse tenant mix, with grocery stores making up a significant portion of the ABR[57]. - The lease expiration schedule indicates that 119 leases expiring in 2025 will generate an annualized base rent of $5,338,000, which is 7.27% of the total[58]. - By 2028, 137 leases are set to expire, with an expected annualized base rent of $10,482,000, accounting for 14.27% of the total[58]. - The non-anchor lease expiration schedule shows that 116 leases expiring in 2027 will yield an annualized base rent of $4,315,000, representing 22.60% of the total[60]. - CDR renewed 46,630 square feet of leases in Q4 2024, achieving a weighted average rate increase of 22.33% over prior rates[64]. Strategic Initiatives - The company is committed to maintaining its qualification as a Real Estate Investment Trust (REIT), which is essential for tax benefits and investor appeal[4]. - The company recognized a non-operating gain of $41.4 million in net changes in fair value of derivative liabilities[25]. - The company sold South Philadelphia retail center for $21 million, resulting in a loss of $5.4 million[32]. - The Company invested $22.5 million in tenant improvements and capital expenditures into properties[32].

Portfolio Overview - As of December 31, 2024, the company owns a portfolio of 75 properties, including 72 retail shopping centers, totaling 7,660,979 leasable square feet, which is 93.1% leased[22] - The company’s properties are geographically located in the Mid-Atlantic (44%), Southeast (43%), and Northeast (13%) regions, representing the total annualized base rent[22] - The Company has a total real estate portfolio of 7,660,979 square feet, with an overall occupancy rate of 93.1%[48] - The Company’s properties include 981 tenants across various locations, with a total leasable area of 7,660,979 square feet[48] - The company has a total of 210 properties under the CDR segment, with an occupancy rate of 88.9%[48] - The highest occupancy rate among individual properties is 100% for several locations, including Alex City Marketplace and Amscot Building[47] - The company has a total of 771 properties under the WHLR segment, with an occupancy rate of 94.9%[48] - The company's portfolio consists of 75 properties, including 72 retail shopping centers and 3 undeveloped land parcels, with a total gross rentable space of approximately 7,661,000 square feet and a leased level of approximately 93.1% as of December 31, 2024[73] Financial Performance - Revenues for the year ended December 31, 2024, were $104.6 million, an increase of 2.2% compared to $102.3 million in 2023, primarily due to a $2.7 million increase in tenant reimbursements[144] - Same-Property Net Operating Income (NOI) increased by 4.9% to $61.7 million for the year ended December 31, 2024, compared to $58.8 million in 2023, driven by a 3.4% increase in property revenue[157] - Net income for the year ended December 31, 2024, was $767,000, a decrease of 87.4% from $6.1 million in 2023[144] - The total interest expense for the year ended December 31, 2024, was $32.6 million, a slight increase of 0.9% from $32.3 million in 2023[149] - The Company reported a loss of $8.3 million in net changes in the fair value of derivative liabilities for the year ended December 31, 2024, compared to a gain of $3.5 million in 2023[151] - The gain on disposal of properties increased significantly by 151.8% to $5.6 million in 2024, compared to $2.2 million in 2023[145] - Corporate general and administrative expenses decreased by 6.5% to $11.0 million in 2024, down from $11.8 million in 2023[144] - The Company realized a gain of $4.8 million from Preferred Stock retirements in 2024, a decrease of 51.8% compared to $9.9 million in 2023[152] - Depreciation and amortization expenses decreased by 11.2% to $25.3 million in 2024, down from $28.5 million in 2023[144] - Funds from Operations (FFO) available to common stockholders decreased to $3,253,000 in 2024 from $12,827,000 in 2023, representing a decline of 74.7%[160] - Adjusted Funds from Operations (AFFO) improved to $7,191,000 in 2024 compared to a negative $247,000 in 2023[160] Tenant and Lease Management - The top 10 tenants account for 24.1% or $17.6 million of annualized base rent and 26.3% or 2.0 million of gross leasable square footage as of December 31, 2024[23] - Major tenants include Food Lion (annualized base rent of $4,280,000, 5.86% of total), Kroger Co ($2,097,000, 2.87%), and Dollar Tree ($2,070,000, 2.83%), collectively accounting for 24.13% of total annualized base rent[52] - The company employs intensive lease management strategies to optimize occupancy and increase operating income through effective leasing strategies and expense management[27] - The company self-administers property management and leasing activities, focusing on maximizing revenue per square foot and maintaining tenant relationships[56][57] - The company maintains regular contact with tenants and conducts physical property reviews to adapt to market conditions and enhance property value[58][59] - The company has lease provisions to mitigate inflation impacts, allowing for reimbursement of inflation-sensitive costs[161] Capital Structure and Investments - The company has a strategy to optimize its capital structure by maintaining prudent leverage and reducing the total outstanding preferred stock through opportunistic exchanges and repurchases[28] - The company intends to make capital investments to enhance retail properties, increase rents, extend long-term leases, and improve occupancy[27] - The Company entered into a term loan agreement for $25.5 million at a fixed rate of 6.80%, with monthly interest-only payments until 2029, followed by a 30-year amortization schedule[79] - The company plans to repurchase its Cedar Series B and C Preferred Stock, having already repurchased 1,436,582 shares for approximately $21.2 million, funded by asset sales[134] - The company intends to grow operations and increase liquidity by backfilling vacant spaces and refinancing properties[136] Environmental and Insurance Matters - The company has not incurred any material costs or liabilities due to environmental contamination at properties currently owned or previously owned[29] - The company carries comprehensive insurance covering all properties in its portfolio, including liability, property, and business interruption insurance[33] - The Company has incorporated cybersecurity coverage in its insurance policies, although there is no assurance that all breaches will be covered[44] Governance and Compliance - The Board of Directors includes members with extensive financial and legal expertise, enhancing corporate governance[176][185] - Management assessed internal controls over financial reporting as effective as of December 31, 2024, ensuring reliable financial disclosures[170] - The Audit Committee met four times in 2024, ensuring oversight of financial reporting[201] - The Compensation Committee met once in 2024 to oversee executive compensation[202] - The Nominating Committee met twice in 2024 to review corporate governance practices[203] - The Executive Committee, formed in February 2020, met three times in 2024 for prompt decision-making[204] - The Litigation Committee met once in 2024 to oversee material litigation matters[205] - The Related Person Transactions Committee met twice in 2024 to approve related transactions[206] Cash Flow and Debt Management - As of December 31, 2024, the company's consolidated cash, cash equivalents, and restricted cash totaled $60.7 million, an increase from $39.8 million at the end of 2023[118] - Net cash provided by operating activities increased to $29.4 million in 2024 from $22.4 million in 2023, primarily due to a $4.0 million decrease in capital structure costs and a $2.9 million increase in Same-Property NOI[119] - Cash flows from investing activities increased by $47.0 million, mainly due to proceeds from the sale of three properties and two land parcels compared to one outparcel sale in 2023[121] - The company reported total debt of $499.5 million as of December 31, 2024, with a weighted average interest rate of 5.53% and a term of 7.5 years[125] - The company has $6.0 million in principal payments due in 2025 and $1.2 million in outstanding construction commitments as of December 31, 2024[132] - The company anticipates being able to refinance all loans at reasonable market terms upon maturity, but failure to do so may materially impact its financial position[125] Dividend and Stock Matters - The company has suspended dividends on its common stock and preferred stock since March 2018, with the annual dividend rate on Series D Preferred Stock increasing to 14.75% as of September 21, 2024, due to missed payments[69][70] - The total cumulative dividends in arrears for Series D Preferred Stock reached $32.8 million as of December 31, 2024, equating to $14.67 per share[102] - Future dividend declarations will depend on the company's cash flow, financial condition, and capital requirements, as it must distribute at least 90% of its REIT taxable income[137] - The Company intends to continue settling redemptions of Series D Preferred Stock in Common Stock, which is expected to result in substantial dilution of the outstanding Common Stock[141] Cybersecurity and IT Management - The Company outsources its information technology function to a third-party provider, ensuring 24/7 security operations[43] - The Company updates its cybersecurity policies annually to mitigate risks, but acknowledges potential vulnerabilities[44] - Interest rate fluctuations could significantly affect the company's financial performance, with potential higher borrowing costs impacting tenants[162] - The company maintains a disciplined financial approach to optimize returns while managing interest rate exposure[162]

Financial Performance - The company reported a total revenue of $X million for the quarter ended September 30, 2024, representing a Y% increase compared to the previous quarter[1]. - Total revenue for the quarter was $24.8 million, a decrease of 1.6% or $0.4 million compared to the prior year[21]. - Total revenue reached $77.0 million, a 1.1% increase or $0.9 million, primarily due to a $1.7 million increase in tenant reimbursements[28]. - The company reported a net loss attributable to Wheeler REIT of $33,320 for the three months ended September 30, 2024, compared to a net loss of $14,061 in the same period of 2023[42]. - Net loss for the three months ended September 30, 2024, was $30,631,000 compared to a loss of $11,368,000 for the same period in 2023, representing a 169% increase in losses[44]. - FFO was $(35.3) million, or $(90.98) per share, compared to $(11.7) million, or $(4,219.41) per share in the prior year[22]. - Funds from Operations (FFO) available to common stockholders and common unitholders for the three months ended September 30, 2024, was $(35,286,000), a significant decline from $(11,654,000) in the prior year[44]. - Adjusted EBITDA for the three months ended September 30, 2024, increased to $13,289,000 from $10,656,000 in the same period of 2023, marking a 24.5% increase[45]. Occupancy and Leasing - The occupancy rate reached Z% as of September 30, 2024, indicating a stable demand for retail space[10]. - The occupancy rate of the real estate portfolio was 94.8%, an increase of 110 basis points from the previous year[17]. - The company executed 42 lease renewals totaling 332,528 square feet with a weighted average increase of 6.5% over in-place rental rates[18]. - The total number of leases signed or renewed was 52, covering 362,873 square feet[15]. - Same-Property NOI increased by 5.2% or $2.3 million, driven by a $2.4 million increase in property revenue[28]. - The total square footage occupied across properties was 1,000,000 square feet, reflecting a strong demand for retail space[49]. - The company has 998 total tenants, with 80% of leased square feet attributed to national/regional tenants[53]. - The percentage occupied for JANAF was 89.5%, with a total of 714,543 square feet occupied[49]. Debt and Assets - Total assets amounted to $673.2 million, with total debt at $500.3 million, resulting in a debt to total assets ratio of 74.32%[14]. - Cash and cash equivalents totaled $37.1 million, up from $18.4 million at December 31, 2023[34]. - Debt increased to $500.3 million from $495.6 million at December 31, 2023, due to refinancing activities and draws on the Cedar Revolving Credit Agreement[34]. - Total liabilities increased to $583,004 as of September 30, 2024, compared to $526,804 at the end of 2023[41]. - The total principal balance of loans payable as of September 30, 2024, was $500,331,000, up from $495,572,000 at the end of 2023[47]. Strategic Initiatives - The company is focusing on expanding its portfolio in the Mid-Atlantic and Southeast regions, targeting strategic acquisitions to enhance growth[3]. - The company plans to explore potential mergers and acquisitions to strengthen its market position and diversify its asset base[3]. - The company is investing in technology to improve tenant engagement and operational efficiency, aiming to enhance overall performance[3]. Economic and Market Conditions - The company is closely monitoring economic conditions and consumer spending trends, which may impact future performance and leasing strategies[2]. - Future guidance indicates an expected revenue growth of D% for the upcoming quarter, driven by increased leasing activity and market demand[2]. Stock and Dividends - The Company completed a one-for-three reverse stock split on September 19, 2024[24]. - Total cumulative dividends in arrears for Series D Preferred Stock were $35.2 million or $14.28 per share as of September 30, 2024[35]. - The Company processed redemptions for 232,509 shares of Series D Preferred Stock, issuing 475,361 shares of Common Stock in settlement of approximately $9.0 million[36]. Property Performance - The annualized base rent (ABR) increased by A% year-over-year, reflecting improved leasing conditions[9]. - The company recognized a gain on the disposal of properties of $7,083 for the three months ended September 30, 2024, compared to $2,204 in the same period of 2023[42]. - The annualized base rent per occupied square foot averaged $10.26 across properties, with a total of 111,189 square feet leased at Sunshine Plaza[49]. - The annualized base rent for the combined total is $75,157,000, averaging $10.36 per occupied square foot[50].