Wheeler Real Estate Investment Trust, Inc.

Code

A

Shares

19,685

Price

—

Footnotes

18

These securities are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein. These securities are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein. These securities are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein. These securities are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all securities reported as owned indirectly except to the extent of his pecuniary interest therein. On September 30, 2026, the Issuer agreed to issue to SAI 142,015 shares of the Issuer's common stock ("Common Stock") in exchange for 26,897 shares of the Issuer's Series B Preferred Stock ("Series B Preferred Stock") and 6,801 shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock") held by SAI (the "Third SAI Exchange"). The Issuer did not receive any cash proceeds in the Third SAI Exchange. This Form 4 reports the sale by SAI on September 30, 2026 of 5 shares of Common Stock at $3.03 per share. On September 30, 2026, the Issuer agreed to issue to SAF 19,685 shares of Common Stock in exchange for 3,903 shares of Series B Preferred Stock and 899 shares of Series D Preferred Stock held by SAF (the "Third SAF Exchange"). The Issuer did not receive any cash proceeds in the Third SAF Exchange. The Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of Common Stock at a conversion price of $4.84648 per share (5.158382 common shares for each $25.00 of principal amount of the Notes being converted). Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of Series B Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $85.00 per $25.00 of aggregate principal amount. The price reported in Column 8 is an aggregate purchase price. These Notes were sold at a price of $85.00 per $25.00 of aggregate principal amount. The price reported in Column 8 is an aggregate purchase price. These Notes were purchased at a price of $85.00 per $25.00 of aggregate principal amount. Each share of Series D Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.00000000002 shares of Common Stock (a conversion price of $1,107,800,064,000 per share of Common Stock). Series D Preferred Stock has no expiration date. The preferred stock disposition was pursuant to the Third SAI Exchange. The preferred stock disposition was pursuant to the Third SAF Exchange. Each share of Series B Preferred Stock is convertible, in whole or in part, at any time, at the option of the holders thereof, into 0.000000000001 shares of Common Stock (a conversion price of $2,612,736,000,000 per share of Common Stock). Series B Preferred Stock has no expiration date. The preferred stock disposition was pursuant to the Third SAI Exchange. The preferred stock disposition was pursuant to the Third SAF Exchange.