Wheeler Real Estate Investment Trust, Inc.

Previous wording

During the three and nine months ended September 30, 2025, the Company issued an aggregate of 578,800 and 643,258 shares of its Common Stock, respectively, to unaffiliated holders of the Company’s securities in exchange for 140,600 and 401,474 shares of the Company’s Series D Preferred Stock, respectively, and 208,200 and 469,074 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.

Current wording

During the three months ended March 31, 2026, the Company issued an aggregate of 185,886 shares of its Common Stock to unaffiliated holders of the Company’s securities in exchange for 27,351 shares of the Company’s Series D Preferred Stock and 54,702 shares of the Company's Series B Preferred Stock. 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 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 existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.

Previous wording

All of the foregoing issuances of Common Stock were made to accredited investors. See Note 10, Equity and Mezzanine Equity, to our condensed consolidated financial statements included in this Form 10-Q for additional details.

Current wording

See Note 10, Equity and Mezzanine Equity, to our condensed consolidated financial statements included in this Form 10-Q for additional details.

Previous wording

As of September 30, 2025, the Company had accumulated undeclared dividends of $26.6 million to holders of shares of our Series D Preferred Stock, of which $1.6 million and $5.0 million are attributable to the three and nine months ended September 30, 2025, respectively.

Current wording

As of March 31, 2026, the Company had accumulated undeclared dividends of $26.3 million ($15.95 per share) to holders of shares of our Series D Preferred Stock, of which $1.5 million are attributable to the three months ended March 31, 2026.