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Midas Edge

Wheeler Real Estate Investment Trust, Inc.

For the period ended Aug 20, 2025. Filed Jul 11, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 20, 2025 · Filed Jul 11, 2025

WHLRP$12.80-0.4%Stored close · as of Oct 26, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐Preliminary Proxy Statement
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☒Definitive Proxy Statement
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Riversedge North

2529 Virginia Beach Boulevard

Virginia Beach, VA 23452

July 11, 2025

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) to be held on August 20, 2025 at 9:30 a.m., Eastern Daylight Time. The Annual Meeting will be held as a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote and submit questions during the Annual Meeting via a live webcast by visiting www.virtualshareholdermeeting.com/WHLR2025 and entering the control number provided with your proxy materials.

During the Annual Meeting, you will have the opportunity to vote on each item of business discussed in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement. In addition, you will also have the opportunity to vote before the Annual Meeting atwww.proxyvote. com, or by telephone or mail.

The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Directors and officers of the Company will be present to answer any questions that you and other stockholders may have. Also available online for your review is our 2024 Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company.

The business to be conducted at the Annual Meeting consists of:

•Proposal 1: the election of eight members of the Board of Directors;
•Proposal 2: the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;
•Proposal 3: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock (as defined below) at an exchange ratio between one-for-two and one-for-100, and at any time from August 21, 2025 through August 31, 2025, pursuant to an amendment to the Company’s charter;
•Proposal 4: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2025 through September 30, 2025, pursuant to an amendment to the Company’s charter;
•Proposal 5: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2025 through October 31, 2025, pursuant to an amendment to the Company’s charter;
•Proposal 6: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2025 through November 30, 2025, pursuant to an amendment to the Company’s charter;
•Proposal 7: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2025 through December 31, 2025, pursuant to an amendment to the Company’s charter;
•Proposal 8: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2026 through January 31, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 9: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2026 through February 28, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 10: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2026 through March 31, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 11: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2026 through April 30, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 12: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2026 through May 31, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 13: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2026 through June 30, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 14: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2026 through July 31, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 15: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2026 through August 31, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 16: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2026 through September 30, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 17: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2026 through October 31, 2026, pursuant to an amendment to the Company’s charter;
•Proposal 18: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2026 through November 30, 2026, pursuant to an amendment to the Company’s charter; and
•Proposal 19: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2026 through December 31, 2026, pursuant to an amendment to the Company’s charter.

The Board of Directors unanimously recommends a vote:

•FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1;
•FOR the ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2;
•FOR the approval of the Reverse Stock Split, as described in Proposal 3;
•FOR the approval of the Reverse Stock Split, as described in Proposal 4;
•FOR the approval of the Reverse Stock Split, as described in Proposal 5;
•FOR the approval of the Reverse Stock Split, as described in Proposal 6;
•FOR the approval of the Reverse Stock Split, as described in Proposal 7;
•FOR the approval of the Reverse Stock Split, as described in Proposal 8;
•FOR the approval of the Reverse Stock Split, as described in Proposal 9;
•FOR the approval of the Reverse Stock Split, as described in Proposal 10;
•FOR the approval of the Reverse Stock Split, as described in Proposal 11;
•FOR the approval of the Reverse Stock Split, as described in Proposal 12;
•FOR the approval of the Reverse Stock Split, as described in Proposal 13;
•FOR the approval of the Reverse Stock Split, as described in Proposal 14;
•FOR the approval of the Reverse Stock Split, as described in Proposal 15;
•FOR the approval of the Reverse Stock Split, as described in Proposal 16;
•FOR the approval of the Reverse Stock Split, as described in Proposal 17;
•FOR the approval of the Reverse Stock Split, as described in Proposal 18; and
•FOR the approval of the Reverse Stock Split, as described in Proposal 19.

Please indicate your vote by internet or telephone or, if you received your materials by mail, by returning the properly completed enclosed proxy card.

Your vote is important, and it is important that we receive your vote as soon as possible.

Sincerely,

Stefani D. CarterM. Andrew Franklin
Chair of the Board of DirectorsChief Executive Officer and President

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 20, 2025

Wheeler Real Estate Investment Trust, Inc. will hold its Annual Meeting on August 20, 2025, at 9:30 a.m., Eastern Daylight Time, via webcast at www.virtualshareholdermeeting.com/WHLR2025.

The purpose of the Annual Meeting is to:

•elect eight members of the Board of Directors (such proposal, “Proposal 1”);
•ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (such proposal, “Proposal 2”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 21, 2025 through August 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 3”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2025 through September 30, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 4”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2025 through October 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 5”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2025 through November 30, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 6”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2025 through December 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 7”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2026 through January 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 8”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2026 through February 28, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 9”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2026 through March 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 10”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2026 through April 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 11”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2026 through May 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 12”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2026 through June 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 13”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2026 through July 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 14”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2026 through August 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 15”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2026 through September 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 16”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2026 through October 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 17”);
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2026 through November 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 18”); and
•authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2026 through December 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 19”, and each of the reverse stock splits described in Proposal 3 through Proposal 19, a “Reverse Stock Split”).

These items of business are more fully described in the Proxy Statement.

The Board of Directors unanimously recommends a vote:

•FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1;
•FOR the ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2;
•FOR the approval of the Reverse Stock Split, as described in Proposal 3;
•FOR the approval of the Reverse Stock Split, as described in Proposal 4;
•FOR the approval of the Reverse Stock Split, as described in Proposal 5;
•FOR the approval of the Reverse Stock Split, as described in Proposal 6;
•FOR the approval of the Reverse Stock Split, as described in Proposal 7;
•FOR the approval of the Reverse Stock Split, as described in Proposal 8;
•FOR the approval of the Reverse Stock Split, as described in Proposal 9;
•FOR the approval of the Reverse Stock Split, as described in Proposal 10;
•FOR the approval of the Reverse Stock Split, as described in Proposal 11;
•FOR the approval of the Reverse Stock Split, as described in Proposal 12;
•FOR the approval of the Reverse Stock Split, as described in Proposal 13;
•FOR the approval of the Reverse Stock Split, as described in Proposal 14;
•FOR the approval of the Reverse Stock Split, as described in Proposal 15;
•FOR the approval of the Reverse Stock Split, as described in Proposal 16;
•FOR the approval of the Reverse Stock Split, as described in Proposal 17;
•FOR the approval of the Reverse Stock Split, as described in Proposal 18; and
•FOR the approval of the Reverse Stock Split, as described in Proposal 19.

Only stockholders of record at the close of business on July 3, 2025 are entitled to vote at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting via webcast, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail.

If you attend the Annual Meeting and hold shares in your name, you may vote in person even if you have previously submitted your proxy by telephone, over the internet, or by mail.

If your shares are held in “street name” with your bank, broker, or other nominee and you wish to vote in person at the Annual Meeting, you will need to obtain a legal proxy from the institution that holds your shares.

Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on August 20, 2025.

By order of the Board of Directors,

Crystal Plum

Chief Financial Officer and Corporate Secretary

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on August 20, 2025: This Proxy Statement and our 2024 Annual Report on Form 10-K are available on the internet atwww.proxyvote.com.

Dated: July 11, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.