Financial Performance - For the three months ended March 31, 2024, total revenues were $25.872 million, a decrease of 0.7% compared to $26.066 million in the same period of 2023 [126]. - Property operating income for the same period was $16.822 million, down from $17.111 million, reflecting a decrease of $289 thousand [126]. - The company recognized a net loss attributable to Wheeler REIT of $8.707 million for the three months ended March 31, 2024, compared to a net loss of $3.101 million in the same period of 2023 [126]. - Funds from Operations (FFO) available to common stockholders decreased to $(4.1) million for the three months ended March 31, 2024, compared to $2.3 million in 2023 [139]. - The Company reported a net loss of $(6.0) million for the three months ended March 31, 2024, compared to a net loss of $(0.4) million in 2023 [139]. - Adjusted Funds from Operations (AFFO) improved to $0.2 million for the three months ended March 31, 2024, compared to $(1.1) million in 2023 [139]. Debt and Liquidity - Total debt increased to $497.0 million as of March 31, 2024, from $495.6 million at December 31, 2023, with a weighted average interest rate of 5.43% [147]. - The Company has $8.7 million in principal payments due within the twelve months ending March 31, 2025 [150]. - The Company plans to increase liquidity through tenant improvements, backfilling vacant spaces, and refinancing properties [152]. - Consolidated cash, cash equivalents, and restricted cash totaled $38.5 million as of March 31, 2024, down from $52.1 million at the same date in 2023 [142]. - Cash flows from operating activities increased by $1.5 million, totaling $5.2 million for the three months ended March 31, 2024, a 42.0% increase compared to $3.7 million in 2023 [142]. Property and Operations - As of March 31, 2024, the company owned and operated 75 retail shopping centers and four undeveloped properties across multiple states, including South Carolina, Georgia, and Virginia [106]. - New leases signed during the three months ended March 31, 2024, totaled 38,054 square feet, with a weighted average rate of $13.82 per square foot, reflecting a 1.1% increase over prior rates [122]. - Same-Property Net Operating Income (NOI) increased to $15.5 million for the three months ended March 31, 2024, representing a 2.7% increase from $15.1 million in 2023, driven by a 2.1% rise in property revenue [135]. Stock and Preferred Shares - The company processed redemptions of 84,561 shares of Series D Preferred Stock, issuing 14,253,931 shares of Common Stock in settlement of approximately $3.2 million [111]. - Accumulated undeclared dividends for Series D Preferred Stock reached $33.3 million, with $2.0 million attributable to the three months ended March 31, 2024 [121]. - As of March 31, 2024, the total liquidation value of the outstanding Series D Preferred Stock is approximately $95.9 million, which includes $62.6 million in liquidation preference and $33.3 million in accrued and unpaid dividends [156]. - The Company intends to settle redemptions of Series D Preferred Stock in Common Stock, which is expected to result in substantial dilution of the outstanding Common Stock [157]. - The Company does not plan to liquidate assets or incur indebtedness to fund cash redemptions of the Series D Preferred Stock [157]. Compliance and Regulations - The Company is under a compliance period until June 4, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2) due to its common stock's bid price closing below $1.00 per share [148]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [158]. Investments - As of March 31, 2024, the fair value of the company's investment in Stilwell Activist Investments, L.P. was $10.6 million, including an unrealized loss of $79 thousand for the quarter [118]. Interest Expense - Interest expense increased by 14.3% to $7.405 million, primarily due to higher property debt interest and an increase in the average principal balance [129].

Financial Performance - For the three months ended December 31, 2023, net income attributable to common stockholders was $12,377,000, resulting in a net income per basic share of $0.55[12] - Funds from operations (FFO) available to common stockholders and Operating Partnership unitholders for the same period was $21,026,000, with FFO per common share and OP unit at $0.93[12] - The company experienced a significant improvement in net income per share, from a loss of $(5.97) per share in Q4 2022 to a profit of $0.55 per share in Q4 2023[14] - Total revenue of $26.2 million decreased by 2.7% or $0.7 million, primarily due to a $0.6 million decrease in market lease amortization[17] - Funds from Operations (FFO) for Q4 2023 reached $26,014,000, up from $3,864,000 in Q4 2022, indicating strong operational performance[40] - Adjusted EBITDA for the year ended December 31, 2023, was $46,117,000, compared to $39,955,000 for the previous year, reflecting a year-over-year increase of approximately 15.4%[43] - Operating income for the year ended December 31, 2023, increased to $29.4 million from $24.6 million in 2022, a growth of 19.5%[35] Assets and Liabilities - Total assets as of December 31, 2023, amounted to $668,332,000, while total debt was $495,572,000, resulting in a debt to total assets ratio of 74.15%[12] - Total debt increased to $495.6 million from $482.4 million at December 31, 2022, reflecting a rise of 2.8%[9] - The total principal balance of debt as of December 31, 2023, was $495,572,000, an increase from $482,447,000 in 2022[46] - Interest expense was $32.3 million for the twelve months ended December 31, 2023, representing an increase of 7.3%[26] - The weighted average interest rate on all debt increased to 5.42% with a term of 8.2 years, compared to 4.99% with a term of 7.4 years at December 31, 2022[9] Property and Occupancy - The company reported an occupancy rate of 93.6% and a leased rate of 95.9% for its properties[12] - The Company's real estate portfolio was 91.1% occupied, a 70 basis point increase from 90.4%[17] - Total leasable area (GLA) of the portfolio is 5,309,936 square feet[12] - The total annualized base rent for CDR properties is $25,755,000, with an average annualized base rent per occupied square foot of $10.52[53] - The property with the lowest occupancy is Carll's Corner at 19.4%, with an annualized base rent of $267,000[53] Revenue and Expenses - Total revenue for the year ended December 31, 2023, was $102.3 million, up 33.5% from $76.6 million in 2022[35] - Total operating expenses of $75.1 million increased by 37.5% or $20.5 million, primarily due to a $9.1 million increase in property operations expense[19] - Same-property net operating income (NOI) increased by 1.6% or $0.2 million, impacted by a $0.1 million increase in rental revenue[17] Leases and Tenant Information - Annualized base rent for the portfolio was $49,819,000, with a total of 40 leases signed or renewed during the quarter[12] - The total number of properties is 75, with 1,011 tenants contributing to 100% of the Annualized Base Rent (ABR)[56] - The top ten tenants account for 23.39% of the total ABR, with Food Lion leading at $4,476,000, representing 5.92% of the total[59] - WHLR renewed a total of 138,049 square feet of leases in Q4 2023, with a weighted average rate increase of 5.53% compared to the previous rates[66] - The company signed 56,926 square feet of new leases in Q4 2023, with a weighted average rate of $11.65 per square foot, up from $9.78 in Q4 2022[66] Strategic Initiatives - The company plans to focus on market expansion and new product development as part of its strategic initiatives moving forward[41] - The company is focused on owning, leasing, and operating income-producing retail properties, primarily grocery-anchored centers[7] - The company is focused on maintaining a diverse tenant mix, with grocery and discount retailers making up a significant portion of the top tenants[59]

Property Portfolio - As of December 31, 2023, the company owns a portfolio of 79 properties, including 75 retail shopping centers, totaling 8,142,065 leasable square feet, which is 93.7% leased[24] - The company's properties are geographically located in the Mid-Atlantic (45%), Southeast (40%), and Northeast (15%) regions, representing the total annualized base rent[24] - Total leasable square feet across the portfolio is 8,142,065, with a combined occupancy rate of 91.1%[48] - The overall percentage leased across the portfolio is 93.7%, indicating strong demand for the properties[48] - The company has a total of 1,011 tenants across its properties, reflecting a diverse tenant mix[48] - The company is actively managing its properties to maintain high occupancy rates and optimize rental income[49] - The company targets high-quality retail properties in stable demographic communities, focusing on grocery-anchored and necessity-based retail[205] Financial Performance - Revenues increased by 33.5% to $102.3 million in 2023, driven by a $25.1 million increase in rental revenues, largely from the Cedar Acquisition[134] - Net income for 2023 was $6.1 million, a significant improvement from a net loss of $8.5 million in 2022[134] - Total revenue for 2023 was $102.325 million, a 33.5% increase from $76.645 million in 2022[195] - Operating income rose to $29.407 million in 2023, compared to $24.598 million in 2022, reflecting a 19.5% increase[195] - The company reported a net loss attributable to common stockholders of $29.237 million in 2023, compared to a loss of $21.510 million in 2022[195] - Basic and diluted loss per share improved to $(4.57) in 2023 from $(22.04) in 2022[195] Debt and Financing - The total debt as of December 31, 2023, was $495.6 million, with a weighted average interest rate of 5.42% and a term of 8.2 years[117] - The Series D Preferred Stock had an aggregate liquidation preference of approximately $64.8 million, with accrued and unpaid dividends totaling approximately $32.3 million, leading to a total liquidation value of $97.1 million[130] - The company entered into a term loan agreement for $61.1 million at a fixed rate of 6.194%, with interest-only payments due monthly through June 2025[81] - The company entered into a loan agreement for $11.6 million at a fixed rate of 7.27%, with $9.1 million received at closing and $2.5 million contingent on lease-related conditions[83][84] Acquisition and Merger - The company completed a merger with Cedar Realty Trust, Inc. on August 22, 2022, acquiring all outstanding shares of Cedar's common stock[20] - The Company completed the acquisition of Cedar Realty Trust on August 22, 2022, paying $9.48 per common share in an all-cash merger transaction[207][208] - Acquisition-related costs incurred by the Company for the merger amounted to $5.51 million, primarily consisting of professional and legal fees[209] - The Cedar Acquisition generated property revenues of $33.2 million and property expenses of $13.1 million in 2023, compared to $11.0 million and $5.0 million in 2022, respectively[147] Tenant and Lease Management - The company focuses on necessity-based retail, aiming to attract high levels of daily traffic and providing essential goods and services[29] - The company employs intensive lease management strategies to optimize occupancy and increase operating income through effective leasing strategies and expense management[29] - The company renewed a total of 1,008,046 square feet of leases in 2023, with a weighted average rate increase of 6.54% over prior rates[100] - New leases signed in 2023 totaled 435,099 square feet, with a weighted average rate of $12.42 per square foot[100] - Major tenants contribute significantly to the annualized base rent, with the top ten tenants being a key focus for revenue generation[50] Insurance and Environmental Matters - The company carries comprehensive insurance covering all properties in its portfolio, including liability, property, and business interruption insurance[34] - The company has not incurred any material costs or liabilities due to environmental contamination at properties currently owned or previously owned[30] Cash Flow and Liquidity - Cash flows from operating activities decreased by 31.9% to $20.9 million in 2023, primarily due to a $12.5 million decrease in net changes in operating assets and liabilities[112] - Cash flows used in investing activities decreased by 76.4% to $31.5 million in 2023, primarily due to reduced costs associated with the Cedar Acquisition[113] - Consolidated cash, cash equivalents, and restricted cash totaled $39.8 million as of December 31, 2023, down from $55.9 million in 2022, representing a decrease of 28.8%[111] Stockholder and Dividend Information - The company suspended dividend payments on its Common Stock and Series D Preferred Stock since December 31, 2018, with the annual dividend rate on Series D increasing to 12.75% as of September 21, 2023[64] - As of December 31, 2023, the total cumulative dividends in arrears for Series D Preferred Stock amounted to $32.3 million, equating to $12.48 per share[98] Operational Challenges and Adjustments - Same-Property Net Operating Income (NOI) decreased by 0.9% to $41.0 million in 2023 from $41.4 million in 2022, impacted by a $1.4 million increase in property operating expenses[146] - Other expenses for 2023 were $5.5 million, significantly higher than $0.7 million in 2022, primarily due to capital structure transaction costs[142] - Inflationary pressures are being mitigated through lease provisions that require tenants to reimburse for inflation-sensitive costs, although prolonged inflation could adversely impact the business[151] Equity and Stock Information - The company has 1,500 performance awards assuming maximum payout, with 15,381 securities remaining available for future issuance under equity compensation plans[173] - The total stockholders' deficit increased to $21.3 million in 2023 from $15.2 million in 2022[193] - The total equity decreased to $44.8 million in 2023 from $51.0 million in 2022[193]

Company Operations - As of September 30, 2023, the company owned and operated 75 retail shopping centers and 4 undeveloped properties across multiple states, including South Carolina, Georgia, and Virginia[122]. - The company's geographic concentration is approximately 45% in the Mid-Atlantic, 40% in the Southeast, and 15% in the Northeast, which may increase susceptibility to adverse market developments[123]. - The company acquired a 2.5-acre land parcel for $0.2 million and a 3.25-acre land parcel for $4.1 million in South Carolina in 2023[127]. - The company acquired Cedar Realty Trust in August 2022, which is now a subsidiary, impacting future operational results[121]. Lease and Revenue Performance - For the three months ended September 30, 2023, the company renewed 262,160 square feet of leases, with a weighted average increase of 7.2% over prior rates[138]. - New leases signed for 135,537 square feet at a weighted average rate of $10.71 per square foot during the three months ended September 30, 2023[138]. - Total revenues increased to $25.2 million for the three months ended September 30, 2023, up 34.7% from $18.7 million in 2022[143]. - Rental revenues rose by $6.2 million, primarily due to a $5.8 million increase in non-same store property revenues from the Cedar Acquisition[143]. - For the nine months ended September 30, 2023, total revenues reached $76.1 million, a 53.2% increase from $49.7 million in 2022[152]. - The increase in rental revenues for the nine months was $25.6 million, largely driven by a $21.7 million increase in non-same store property revenues due to the Cedar Acquisition[152]. Expenses and Financial Performance - Total operating expenses were $18.1 million, reflecting a 28.2% increase from $14.1 million in the prior year[144]. - Depreciation and amortization expenses increased by 38.0% due to the Cedar Acquisition[146]. - Interest expense rose to $7.5 million, a 7.5% increase from $6.9 million in the previous year[147]. - The net loss before income taxes was $11.4 million, a significant increase from a loss of $3.0 million in the prior year, representing a 278.1% decrease[148]. - Total operating expenses for the nine months were $56.1 million, a 60.0% increase from $35.1 million in the previous year[153]. - Corporate general and administrative expenses increased to $8.4 million, up 53.9% from $5.4 million in the prior year[155]. - Interest expense increased by 26.4% to $24.1 million for the nine months ended September 30, 2023, compared to $19.1 million in 2022[156]. - Net change in fair value of derivative liabilities resulted in a loss of $6.3 million for the nine months ended September 30, 2023, compared to a loss of $2.5 million in 2022[157]. - Other expenses totaled $5.3 million for the nine months ended September 30, 2023, significantly higher than $0.7 million in 2022, driven by costs related to the Exchange Offer and Convertible Notes repurchases[158]. Cash Flow and Liquidity - Cash flows from operating activities decreased by $12.9 million to $15.0 million for the nine months ended September 30, 2023, compared to $27.9 million in 2022[168]. - Consolidated cash, cash equivalents, and restricted cash totaled $48.9 million as of September 30, 2023, down from $54.3 million in 2022[167]. - The company had $25.4 million in cash and cash equivalents at September 30, 2023, and $23.4 million held in lender reserves for tenant improvements and other expenses[181]. - Cash flows used in investing activities decreased by $120.5 million, primarily due to costs related to the Cedar Acquisition in 2022 and proceeds from the Carll's Corner Out Parcel sale[170]. - Cash flows used in financing activities were $2.4 million for the nine months ended September 30, 2023, compared to $126.0 million in cash flows provided by financing activities for the same period in 2022[171]. Debt and Preferred Stock - The company entered into a Term Loan Agreement for $61.1 million at a fixed rate of 6.194% for refinancing 12 properties, with monthly principal and interest payments of $0.4 million starting July 2025[128]. - Total debt as of September 30, 2023, was $495.9 million, with a weighted average interest rate of 5.42% and an average term of 8.41 years[174]. - The company had received requests to redeem 172,241 shares of Series D Preferred Stock, amounting to $6.4 million, reclassified from mezzanine equity to a liability[125]. - As of September 30, 2023, the outstanding Series D Preferred Stock had a total liquidation value of approximately $123.8 million[188]. - The first monthly Holder Redemption Date occurred on October 5, 2023, with 172,911 shares redeemed for approximately $6.5 million, settled in Common Stock[189]. - The second monthly Holder Redemption Date occurred on November 6, 2023, with 319,762 shares redeemed for approximately $12.1 million, also settled in Common Stock[190]. Market and Economic Conditions - Inflation and interest rate increases could impact the company's business, although lease provisions are in place to mitigate some effects[193][194]. - The company received a letter from Nasdaq on June 26, 2023, regarding non-compliance with the minimum bid price requirement, but regained compliance by September 1, 2023[175][176]. Operational Metrics - Same store property net operating income (NOI) decreased by 7.0% to $9.5 million for the three months ended September 30, 2023, primarily due to a 14.1% increase in property expenses[161]. - Funds from operations (FFO) decreased by $8.7 million to $(6.7) million for the three months ended September 30, 2023, while increasing by $1.0 million to $6.4 million for the nine months ended September 30, 2023[164]. - Adjusted funds from operations (AFFO) was $(1.8) million for the three months ended September 30, 2023, compared to $0.1 million in 2022, and $(1.7) million for the nine months ended September 30, 2023, compared to $6.0 million in 2022[166]. - Property revenues for the nine months ended September 30, 2023, were $46.3 million, compared to $45.6 million in 2022, reflecting a slight increase[161]. - Total interest expense components included a 100% increase in property debt interest related to Cedar, amounting to $5.6 million in 2023 compared to $0.7 million in 2022[156].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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) Marylan ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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) (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 (Exact Name of Registrant as Specified in Its Charter) Maryland 45-2681082 (State or Other Jurisdiction of Incorporation or Organization) 2529 Virginia Beach Blvd., Virginia Beach, Virginia 23452 (Address of Principal Executive Offices) (Zip Code) (I.R.S. Employer Identification No.) (757) 627-9088 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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) Ma ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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) Marylan ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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) Maryla ...