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 ...

Part I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported increased Q1 2022 revenue but a wider net loss, with total assets decreasing and equity turning negative [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $460.0 million, while total equity turned negative to -$3.0 million as of March 31, 2022 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2022 (unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$460,036** | **$465,281** | | Investment properties, net | $384,327 | $386,730 | | Cash and cash equivalents | $21,109 | $22,898 | | **Total Liabilities** | **$368,261** | **$368,931** | | Loans payable, net | $331,143 | $333,283 | | **Total Equity** | **($3,016)** | **$3,802** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2022 total revenue increased to $15.5 million, but net loss widened to $4.6 million due to non-cash charges Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Account | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Total Revenue** | **$15,497** | **$14,728** | | Rental revenues | $15,332 | $14,656 | | **Operating Income** | **$4,692** | **$4,722** | | Interest expense | $(4,628) | $(8,961) | | Net changes in fair value of derivative liabilities | $(3,962) | $(347) | | **Net Loss** | **$(4,576)** | **$(4,034)** | | **Loss per share (Basic and Diluted)** | **$(0.70)** | **$(0.20)** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations decreased to $3.4 million, with overall cash, equivalents, and restricted cash declining by $3.6 million Cash Flow Summary (in thousands) | Activity | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $3,374 | $4,739 | | Net cash (used in) provided by investing activities | $(1,269) | $2,975 | | Net cash used in financing activities | $(5,706) | $(6,273) | | **(Decrease) Increase in Cash** | **$(3,601)** | **$1,441** | | **Cash, cash equivalents, and restricted cash, end of period** | **$36,818** | **$44,209** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail company structure, accounting policies, real estate assets, debt, preferred stock, and ongoing litigation - As of March 31, 2022, the company owned and operated **57 centers** and **four undeveloped properties** across **12 states**[21](index=21&type=chunk) - An impairment expense of **$660 thousand** was recorded for the three months ended March 31, 2022, related to reducing the carrying value of the Harbor Pointe Land Parcel, which is held for sale[43](index=43&type=chunk) - As of March 31, 2022, the company has **$28.28 million** in cumulative dividends in arrears for its Series D Preferred Stock[75](index=75&type=chunk) - The company is involved in several legal proceedings, including a class action by preferred stockholders related to a rights offering and a lawsuit concerning the pending acquisition of Cedar Realty Trust[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Cedar Realty Trust acquisition, Q1 2022 operational results, and liquidity risks from Series D Preferred Stock [Recent Trends and Activities](index=23&type=section&id=Recent%20Trends%20and%20Activities) Recent activities include the pending Cedar Realty Trust acquisition, a property sale, and positive leasing momentum - On March 2, 2022, the Company entered into an agreement to acquire Cedar Realty Trust, Inc. in an all-cash merger transaction, which is expected to increase the total operating portfolio to **76 shopping centers**[104](index=104&type=chunk)[113](index=113&type=chunk) Leasing Activity - Q1 2022 vs Q1 2021 | Metric | Q1 2022 | Q1 2021 | | :--- | :--- | :--- | | Total Leases Renewed (sq ft) | 92,005 | 188,005 | | Weighted Avg. Rate Change on Renewals | 5.86% | 4.22% | | New Leases (sq ft) | 68,919 | 112,594 | | New Leases Weighted Avg. Rate (per sq ft) | $13.09 | $8.25 | [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Q1 2022 total revenue increased by 5.22% to $15.5 million, but net loss widened to $4.58 million due to non-cash charges Results of Operations Comparison (in thousands) | Line Item | Q1 2022 | Q1 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $15,497 | $14,728 | 5.22% | | Total Operating Expenses | $10,790 | $10,182 | 5.97% | | Operating Income | $4,692 | $4,722 | (0.64)% | | Interest Expense | $(4,628) | $(8,961) | 48.35% | | Net Loss Attributable to Wheeler REIT | $(4,580) | $(4,049) | (13.11)% | - The ending leased rate increased to **95.8%** at the end of Q1 2022 from **91.1%** at the end of Q1 2021[119](index=119&type=chunk) [Funds from Operations (FFO)](index=28&type=section&id=Funds%20from%20Operations%20%28FFO%29) Q1 2022 FFO improved to a loss of $285 thousand, while AFFO significantly increased to $2.34 million FFO and AFFO Reconciliation (in thousands) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | FFO | $(285) | $(494) | | Adjustments: | | | | Net changes in fair value of derivative liabilities | 3,962 | 347 | | Loan cost amortization | 420 | 3,642 | | Other non-recurring and non-cash expense | 701 | 145 | | **AFFO** | **$2,340** | **$1,155** | [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges, including debt maturities and a critical Series D Preferred Stock redemption - As of March 31, 2022, the company had **$21.11 million** in cash and cash equivalents and **$15.71 million** in restricted cash[154](index=154&type=chunk) - The company has **$16.20 million** of debt maturing, including scheduled principal repayments, during the twelve months ending March 31, 2023[147](index=147&type=chunk) - A significant financial risk exists with the Series D Preferred Stock, which holders can redeem starting September 21, 2023. As of March 31, 2022, the aggregate liquidation preference and accrued dividends totaled approximately **$107.1 million**. The company believes it is unlikely to have sufficient cash for this redemption[155](index=155&type=chunk)[157](index=157&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as per the company's filing status - The company has not provided quantitative and qualitative disclosures about market risk, stating it is not applicable[167](index=167&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2022, with no reported changes - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2022[168](index=168&type=chunk) - There were no changes in the company's internal control over financial reporting during the period covered by this report[169](index=169&type=chunk) Part II [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company refers to Note 10 for details on legal proceedings, including preferred stock and acquisition-related disputes - For details on legal proceedings, the report directs readers to Note 10, Commitments and Contingencies, in the financial statements[171](index=171&type=chunk) [Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factor disclosures in this filing - The company is a smaller reporting company and is not required to provide risk factor disclosures in this filing[172](index=172&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports a default on senior securities due to $28.28 million in undeclared Series D Preferred Stock dividends - As of May 11, 2022, the company had accumulated undeclared dividends of **$28.28 million** for its Series D Preferred Stock[173](index=173&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including the Cedar Realty Trust merger agreement and officer certifications - Filed exhibits include the Agreement and Plan of Merger with Cedar Realty Trust, Inc. and related amendments[177](index=177&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are included as exhibits[177](index=177&type=chunk)

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, 2021 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 45-2681082 ...