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 ...

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, 2021 OR Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☐ 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 ...

FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (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, 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) Marylan ...

Cedar Realty Trust, Inc. (CDR) Q2 2021 Earnings Conference Call July 29, 2021 5:00 PM ET Company Participants Jennifer Bitterman - Investor Relations Bruce Schanzer - Chief Executive Officer Robin Zeigler - Chief Operating Officer Philip Mays - Chief Financial Officer Conference Call Participants Todd Thomas - KeyBanc Capital Markets Floris Van Dijkum - Compass Point Operator Welcome to the Second Quarter 2021 Cedar Realty Trust Earnings Conference Call. As a reminder, this conference is being recorded. [Op ...

Cedar Realty Trust, Inc. (CDR) Q1 2021 Earnings Conference Call May 6, 2021 5:00 PM ET Company Participants Jennifer Bitterman - Senior Vice President of Corporate & Portfolio Management Bruce Schanzer - Chief Executive Officer Robin Zeigler - Chief Operating Officer Philip Mays - Chief Financial Officer Conference Call Participants Todd Thomas - KeyBanc Capital Markets RJ Milligan - Raymond James Floris Van Dijkum - Compass Point Operator Welcome to the First Quarter 2021 Cedar Realty Trust Earnings Confe ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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 Securities registered pursuant to Section 12(b) of the Act: | | | Name of each exchange on which | | --- ...