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 and six months ended June 30, 2025, the Company issued an aggregate of 291,114 and 322,297 shares of its Common Stock, respectively, to unaffiliated holders of the Company’s securities in exchange for 122,700 and 260,874 shares of the Company’s Series D Preferred Stock, respectively, and 122,700 and 260,874 shares of the Company's Series B Preferred Stock, respectively. 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.

During the three and six months ended June 30, 2025, the Company issued an aggregate of 536,477 shares of its Common Stock, having an aggregate fair value of $2.4 million, to settle conversion requests by certain holders thereof comprising an aggregate principal amount of $1.5 million. The Company determined the conversion price on each conversion date in accordance with Section 14.02 (Optional Conversion) of the indenture governing the Convertible Notes. Each conversion settled in accordance with customary settlement cycles. The Company did not receive any cash proceeds as a result of any such conversion, and the Convertible Notes that were converted have been retired and cancelled.

The Company issued the Common Stock in these exchange and conversion 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.