Wheeler Real Estate Investment Trust Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

During the three months ended March 31, 2025, the Company issued an aggregate of 218,282 shares of its Common Stock to unaffiliated holders of the Company’s securities in exchange for 138,174 shares of the Company’s Series D Preferred Stock and 138,174 shares of the Company's Series B Preferred Stock. The settlement of these transactions occurred on or before the next business day after each exchange. The Company did not receive any cash proceeds as a result of the exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled.

The Company issued the Common Stock in these exchange transactions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.

All of the foregoing issuances of Common Stock were made to accredited investors.

Issuer Purchases of Equity Securities

None.