Form 8-K

8-K — Wheeler Real Estate Investment Trust, Inc.

Accession: 0001527541-26-000137

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0001527541

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — whlr-20260508.htm (Primary)

EX-99.1 (ex991earningsannouncementq.htm)

EX-99.2 (ex992supplementaloperating.htm)

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8-K

8-K (Primary)

Filename: whlr-20260508.htm · Sequence: 1

whlr-20260508

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): May 8, 2026

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland 001-35713 45-2681082

(State or other jurisdiction

of incorporation or organization) (Commission

File Number) (IRS Employer

Identification No.)

2529 Virginia Beach Blvd.

Virginia Beach, VA

23452

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value per share WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031 WHLRL

Nasdaq Capital Market

Item 2.02 Results of Operations and Financial Condition.

On May 8, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three months ended March 31, 2026. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission ("SEC") nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), unless specified otherwise.

Item 7.01 Regulation FD Disclosure

On March 31, 2026, the Company made publicly available certain supplemental financial information for the three months ended March 31, 2026 on its investor relations website, https://ir.whlr.us/.

This supplemental financial information is hereby furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" with the SEC nor incorporated by reference in any registration statement filed by the Company under the Securities Act unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this Current Report on Form 8-K or any other report or document the Company files with or furnishes to the SEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:

Exhibit No.

99.1

Press release, dated May 8, 2026.

99.2

Supplemental financial information for the three months ended March 31, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

By: /s/ M. Andrew Franklin

Name: M. Andrew Franklin

Title: Chief Executive Officer and President

Dated: May 8, 2026

EX-99.1

Filename: ex991earningsannouncementq.htm · Sequence: 2

Document

Exhibit 99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

ANNOUNCES THE RELEASE OF ITS

FIRST QUARTER 2026 FINANCIAL AND OPERATING RESULTS

VIRGINIA BEACH, VA – May 8, 2026 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the three months ended March 31, 2026 with the filing of its Quarterly Report on Form 10-Q (the "Form 10-Q") with the Securities and Exchange Commission. In addition, the Company has posted supplemental information to its website regarding its financial and operating results for the three months ended March 31, 2026. Both the Form 10-Q and the supplemental information can be accessed by visiting the Company's investor relations website at https://ir.whlr.us/.

Contact

Investor Relations: (757) 627-9088

ABOUT WHEELER REAL ESTATE INVESTMENT TRUST, INC.

Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. is a fully integrated, self-managed commercial real estate investment trust (REIT) that owns, leases and operates income-producing retail properties with a primary focus on grocery-anchored centers. For more information on the Company, please visit www.whlr.us.

EX-99.2

Filename: ex992supplementaloperating.htm · Sequence: 3

Document

Exhibit 99.2

Table of Contents

Page

Glossary of Terms

Company Overview

Financial and Portfolio Overview

Financial and Operating Results

Financial Summary

Consolidated Balance Sheets

Consolidated Statements of Operations

Reconciliation of Non-GAAP Measures

Debt Summary

Portfolio Summary

Property Summary

Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules

Leasing Summary

Cautionary Note on Forward-Looking Statements

This document contains forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor. When used in this presentation, the words "continue," "may," "approximately," "potentially," or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks include, but are not limited to: the use of and demand for retail space, including in relation to reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; general and economic business conditions, including the rate and other terms on which we are able to lease our properties; the loss or bankruptcy of the Company's tenants; the geographic concentration of our properties in the Mid-Atlantic, Southeast and Northeast; availability, terms and deployment of capital; substantial dilution of our common stock, par value $0.01 ("Common Stock") and steep decline in its market value resulting from the exercise by the holders of our Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") of their redemption rights and downward adjustment of the conversion price on our outstanding 7.00% Subordinated Convertible Notes due 2031 (the "Convertible Notes"), each of which has already occurred and is anticipated to continue; given the volatility in the trading of our Common Stock, whether we have registered and, as necessary, can continue to register sufficient shares of our Common Stock to settle redemptions of all Series D Preferred Stock tendered to us by the holders thereof; the degree and nature of our competition; our ability to hire, develop and/or retain talent; changes in applicable laws and governmental regulations, including federal tax law and other regulatory provisions; changes to accounting rules, tax rates and similar matters, including tariff-related measures; the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration; the Company’s ability to re-lease its properties on the same or better terms in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; litigation risks generally; the risk that shareholder litigation in connection with the merger transaction with Cedar (as defined below) may result in significant indemnification costs; tax audits and other regulatory inquiries; the Company's ability to maintain

WHLR | Financial & Operating Data

compliance with the financial and other covenants in its debt agreements and under the terms of its Series D Preferred Stock; financing risks, such as the Company’s inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability and increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; the impact of the Company’s leverage on operating performance; our ability to successfully execute strategic or necessary asset acquisitions and divestitures; our ability to repurchase noncontrolling interests and the price and timing of such repurchases; risks endemic to real estate and the real estate industry generally; the adverse effect of any future pandemic, endemic or outbreak of infectious diseases, and mitigation efforts, including government-imposed lockdowns, to control their spread; competitive risks; risks to our information systems - or those of our tenants or vendors - from service interruption, misappropriation of data, breaches of security or information technology, or other cyber-related attacks; the Company’s ability to maintain compliance with the listing standards of the Nasdaq Capital Market ("Nasdaq"); the effects on the trading market of our Common Stock of the one-for-four reverse stock split effected on January 27, 2025 (the "January 2025 Reverse Stock Split"), the one-for-five reverse stock split effected on March 26, 2025 (the "March 2025 Reverse Stock Split"), the one-for-seven reverse stock split effected on May 26, 2025 (the "May 2025 Reverse Stock Split"), the one-for-five reverse stock split effected on September 22, 2025 (the "September 2025 Reverse Stock Split") and the one-for-two reverse stock split effected on November 28, 2025 (the "November 2025 Reverse Stock Split"; and together with the January 2025 Reverse Stock Split, March 2025 Reverse Stock Split, May 2025 Reverse Stock Split and September 2025 Reverse Stock Split, the "2025 Reverse Stock Splits"); and the one-for-three reverse stock split effected on January 16, 2026 (the "January 2026 Reverse Stock Split") and the one-for-three reverse stock split effected on April 17, 2026 (the "April 2026 Reverse Stock Split"; and together with the January 2026 Reverse Stock Split and the 2025 Reverse Stock Splits, the "Reverse Stock Splits") and any reverse stock splits the Company may effect in the future; damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; the risk that an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties; the risk that continued increases in the cost of necessary insurance could negatively impact the Company's profitability; the Company’s ability and willingness to maintain its qualification as a real estate investment trust ("REIT") in light of economic, market, legal, tax and other considerations; the ability of our operating partnership, Wheeler REIT, L.P. (the "Operating Partnership"), and each of our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes; the impact of government shutdowns; and the inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.

The forward-looking statements contained in this document are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. For a description of the risks and uncertainties that could impact the Company's future results, performance or transactions, see the reports filed by the Company with the SEC, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.

WHLR | Financial & Operating Data

Glossary of Terms

Term Definition

Adjusted FFO ("AFFO")

We believe the computation of funds from operations ("FFO") in accordance with the National Association of Real Estate Investment Trusts' ("Nareit") definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), a non-GAAP measure, for REITs, which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.

Anchor Lease occupying 20,000 square feet or more.

Annualized Base Rent ("ABR")

Monthly base rent on occupied space as of the end of the current reporting period multiplied by twelve months, excluding the impact of tenant concessions and rent abatements.

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")

A widely-recognized non-GAAP financial measure that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors and lenders in understanding financial performance and providing a relevant basis for comparison against other companies, including other REITs. While EBITDA should not be considered as a substitute for net income attributable to the Company’s common stockholders, net operating income, cash flow from operating activities, or other income or cash flow data prepared in accordance with GAAP, the Company believes that EBITDA may provide additional information with respect to the Company’s performance or ability to meet its future debt service requirements, capital expenditures and working capital requirements. The Company computes EBITDA by excluding interest expense, net loss attributable to noncontrolling interests, depreciation and amortization, and impairment of long-lived assets and notes receivable from income from continuing operations. The Company also presents Adjusted EBITDA, which excludes items affecting the comparability of the periods presented, including but not limited to, costs associated with acquisitions and capital related activities.

Funds from Operations ("FFO")

We use FFO, a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

Gross Leasable Area ("GLA") The total amount of leasable space in an investment property.

Ground Lease

A lease in which the tenant owns the building but not the land it is built on.

WHLR | Financial & Operating Data

Term Definition

Leased Rate /

% Leased

The space committed to lessee under a signed lease agreement as of March 31, 2026, expressed as a percentage of Gross Leasable Area.

Local Tenant

Tenant with presence in one state with 10 or less locations.

National / Regional Tenant Tenant with presence in multiple states or a single state presence with more than 10 locations.

Occupancy Rate / % Occupied

The space delivered to a tenant under a signed lease agreement as a percentage of gross leasable area through March 31, 2026.

Rent Spread:

New Rent Spread Weighted average change over the gross value of a new lease, annualized per square foot, compared to the annualized base rent per square foot of the prior tenant.

Renewal Rent

Spread

Weighted average change over the gross value of a renewed lease, annualized per square foot, compared to the annualized base rent per square foot of the prior rate.

Same-Property Properties owned during all periods presented herein.

Same-Property Net Operating Income ("Same-Property NOI")

Same-Property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs. The Company believes that Same-Property NOI is a useful measure of the Company's property operating performance. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property NOI excludes above (below) market lease amortization, straight-line rents, general and administrative expenses, depreciation and amortization, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from operating income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared ("Same-Property"). Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI.

The most directly comparable GAAP financial measure is consolidated operating income. Same-Property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. Further, Same-Property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company's peers, and thus may not provide an adequate basis for comparison among REITs.

SOFR Secured Overnight Financing Rate

Undeveloped Property Vacant land without GLA.

WHLR | Financial & Operating Data

Company Overview

Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) is a fully-integrated, self-managed commercial real estate investment company focused on owning, leasing and operating income-producing retail properties with a primary focus on grocery-anchored centers. WHLR’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. WHLR’s common stock, Series B convertible preferred stock ("Series B Preferred Stock" and, together with the Series D Preferred Stock, the "Preferred Stock"), Series D Preferred Stock, and Convertible Notes trade publicly on Nasdaq under the symbols "WHLR", "WHLRP", "WHLRD", and "WHLRL", respectively.

Cedar Realty Trust, Inc. ("CDR" or "Cedar") is a subsidiary of WHLR. CDR's 7-1/4% Series B cumulative redeemable preferred stock ("Cedar Series B Preferred Stock") and 6-1/2% Series C cumulative redeemable preferred stock ("Cedar Series C Preferred Stock" and, together with the Cedar Series B Preferred Stock, the "Cedar Preferred Stock") trade publicly on the New York Stock Exchange ("NYSE") under the symbols "CDRpB" and "CDRpC", respectively and represent a noncontrolling interest to WHLR.

Accordingly, the use of the word "Company" refers to WHLR and its consolidated subsidiaries, which includes Cedar, except where the context otherwise requires.

Corporate Headquarters

Wheeler Real Estate Investment Trust, Inc.

2529 Virginia Beach Boulevard

Virginia Beach, VA 23452

Phone: (757) 627-9088

Toll Free: (866) 203-4864

Website: www.whlr.us

Executive Management

M. Andrew Franklin - CEO and President

Patrick Gundlach - CAO

Board of Directors Board of Directors

Stefani D. Carter (Chair)

Gary Skoien (Chair)

E.J. Borrack

Robert Brady

M. Andrew Franklin

Gregory P. Hannon Paula Poskon

Rebecca Musser

Megan Parisi

Joseph D. Stilwell

Stock Transfer Agent and Registrar

Computershare Trust Company, N.A.

150 Royall Street, Suite 101

Canton, MA 02021

www.computershare.com

Investor Relations Representative

investorrelations@whlr.us

Office: (757) 627-9088

WHLR | Financial & Operating Data

Financial and Portfolio Overview

All share and share-related information for all periods presented reflect the Reverse Stock Splits unless otherwise noted.

For the three months ended March 31, 2026 (consolidated amounts unless otherwise noted)

Financial Results

Net loss attributable to Wheeler REIT common stockholders (in 000s) $ (5,266)

Basic and diluted loss per share $ (14.55)

FFO available to common stockholders (in 000s) $ (1,255)

FFO per common share $ (3.47)

AFFO (in 000s) $ 2,160

AFFO per common share $ 5.97

Assets and Leverage

Real Estate, net of $126.3 million accumulated depreciation (in 000s)

$ 480,163

Cash and Cash Equivalents (in 000s) $ 23,592

Total Assets (in 000s) $ 594,007

Total Debt (in 000s) $ 475,179

Debt to Total Assets 80.0 %

Debt to Gross Asset Value 66.1 %

Ticker

Shares Outstanding at March 31, 2026 First Quarter stock price range Stock Price at March 31, 2026

WHLR 535,338 $2.72-$20.25 $ 2.78

WHLRP 2,659,916 $5.01-$7.70 $ 6.95

WHLRD 1,648,952 $34.68-$40.50 $ 38.40

CDRpB 857,237 $17.92-$22.49 $ 21.65

CDRpC 1,935,222 $16.56-$22.11 $ 21.60

Common Stock market capitalization (in 000s) $ 1,488

Portfolio Summary

GLA in sq. ft. 5,002,831 1,943,176

Occupancy Rate 94.4 % 93.0 %

Leased Rate 95.2 % 93.1 %

Annualized Base Rent (in 000s) $ 50,678 $ 19,931

Total number of leases signed or renewed 43 7

Total sq. ft. leases signed or renewed 364,666 20,847

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Financial and Operating Results

Today, WHLR reported its financial and operating results for the three months ended March 31, 2026. For the three months ended March 31, 2026 and 2025, WHLR's net loss attributable to WHLR's common stockholders resulted in basic loss per share of $(14.55) and $(14,215.77), respectively.

"Our first quarter results reflect the continued strength of our operating platform. Same-Property NOI grew 7.9% year-over-year, underpinned by a 9.0% renewal rent spread across 315,721 square feet and a 67.1% spread on new leases at WHLR, 27.3% renewal spread and occupancy growth of 630 basis points at Cedar; as combined portfolio occupancy reached 94.0%, a 270 basis point improvement over the prior year period. Notably, total revenues remained resilient at $24.0 million despite the deliberate disposition of four properties during the quarter, a testament to the underlying strength of our Same-Property portfolio.

On the balance sheet, we took meaningful steps to reduce leverage and improve our capital structure. We retired the Tuckernuck loan in full, applied disposition proceeds toward targeted paydowns of the June 2022 Term Loan, and continued to retire Cedar Preferred Stock; actions that collectively lower our cost of capital, reduce future dividend obligations, and position the Company for more durable long-term cash flow generation. We will continue to recycle non-core assets strategically, redeploying capital to strengthen the balance sheet and enhance value for our stakeholders.”

–M. Andrew Franklin, Chief Executive Officer and President

2026 FIRST QUARTER HIGHLIGHTS

(All comparisons are to the same prior year period unless otherwise noted)

LEASING

•The Company's real estate portfolio:

•was 94.0% occupied, a 270 basis point increase from 91.3%;

•was 94.6% leased, a 260 basis point increase from 92.0%; and

•includes 28 properties that are 100% leased.

•WHLR Quarter-To-Date Leasing Activity

•Executed 35 lease renewals, totaling 315,721 square feet at a weighted average increase of $0.74 per square foot, representing an increase of 9.0% over in-place rental rates.

•Signed 8 new leases, totaling 48,945 square feet with a weighted average rental rate of $13.20 per square foot, representing a new rent spread of 67.1%.

•The WHLR portfolio, excluding Cedar, was:

◦94.4% occupied, a 110 basis point increase from 93.3%; and

◦95.2% leased, a 100 basis point increase from 94.2%.

•CDR Quarter-To-Date Leasing Activity

•Executed 3 lease renewals, totaling 6,412 square feet at a weighted average increase of $9.02 per square foot, representing an increase of 27.3% over in-place rental rates.

•Signed 4 new leases, totaling 14,435 square feet with a weighted average rental rate of $14.85 per square foot, representing a new rent spread of (10.2)%.

•The Cedar portfolio was:

◦93.0% occupied, a 630 basis point increase from 86.7%; and

◦93.1% leased, a 620 basis point increase from 86.9%.

•The Company’s GLA, which is subject to leases that expire over the next nine months and includes month-to-month leases, decreased to approximately 3.2%, compared to 4.8%. At March 31, 2026, 20.6% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 22 and provides additional details on the Company's leases).

SAME-PROPERTY NET OPERATING INCOME & LEASING

•Same-Property NOI increased by 7.9% or $1.1 million. Same-Property NOI was impacted by:

•$1.5 million increase in property revenue; partially offset by

•$0.4 million increase in property expense.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

•The following table sets forth information regarding Same-Property leasing activity:

% Leased % Occupied

Real Estate Portfolio 2026 2025 2026 2025

Company 94.6 % 93.1 % 94.0 % 92.4 %

WHLR(1)

95.2 % 94.0 % 94.4 % 93.1 %

CDR 93.1 % 90.6 % 93.0 % 90.6 %

(1) Excludes the Cedar real estate portfolio.

OPERATIONS

•Total revenue of $24.0 million decreased by 1.4% or $0.3 million, primarily a result of:

•$1.4 million decrease in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold;

•$0.4 million decrease in market lease amortization and straight line rent; partially offset by

•$1.5 million increase in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties.

•Total operating expenses of $16.4 million decreased by 8.5% or $1.5 million, primarily a result of:

•$1.0 million decrease in depreciation and amortization;

•$1.0 million decrease in operating expenses attributable to properties that were sold;

•$0.1 million decrease in professional fees; partially offset by

•$0.2 million increase in repairs and maintenance;

•$0.2 million increase in real estate taxes and insurance; and

•$0.2 million increase in salaries.

FINANCIAL

•FFO was $(1.3) million as compared to $(0.8) million.

•AFFO was $2.2 million as compared to $0.4 million.

CAPITAL MARKETS

•The Company effected a one-for-three reverse stock split on January 16, 2026.

•In February 2026, the Warrants were amended and restated. The Amended and Restated Warrants were exercisable, in whole or in part (and at any time), for an aggregate number of shares of Common Stock representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise) at an exercise price of $0.01 per share. The Amended and Restated Warrants were exercised in whole on March 24, 2026, and the Company issued 57,358 shares of Common Stock upon the exercise of the Amended and Restated Warrants for net proceeds of $2 thousand, resulting in a $0.2 million loss, which is the excess amount of fair value of the Amended and Restated Warrants issued over the net proceeds received, included in "other expense" on the condensed consolidated statements of operations.

•The Company issued 185,886 shares of its Common Stock to unaffiliated holders 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 fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $0.5 million for the three months ended March 31, 2026, recognized as a deemed contribution within accumulated deficit in the consolidated balance sheet, with such deemed contributions included as a component of net loss attributable to common shareholders.

•The Company recognized a non-operating loss of $3.4 million in net changes in fair value of derivative liabilities, primarily related to the conversion price on the Convertible Notes relative to market trade prices of the Convertible Notes and Common Stock.

•The Company entered into four subscription agreements with certain investors pursuant to which the Company issued an aggregate 187,000 shares of its Series D Preferred Stock in consideration for an aggregate 294,000 shares of Cedar Series C Preferred Stock held by such investors. Immediately following the closing of each transaction, the Company contributed the acquired Cedar Series C Preferred Stock to Cedar and those shares were retired. The fair value of the Cedar Series C Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $2.6 million in deemed distributions included as a component of net loss attributable to common shareholders.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025

Stock class Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

WHLR 535,338 210,610 52,600 12,158 933

WHLRP 2,659,916 $66.5 2,714,618 $67.9 2,887,818 $72.2 3,096,018 $77.4 3,218,718 $80.5

WHLRD

1,648,952 $67.5 1,507,205 $63.2 1,576,557 $66.0 1,776,179 $72.7 1,903,921 $77.3

CDRpB 857,237 $21.4 857,237 $21.4 857,237 $21.4 857,237 $21.4 1,449,609 $36.2

CDRpC 1,935,222 $48.4 2,229,222 $55.7 2,287,466 $57.2 2,907,535 $72.7 2,907,535 $72.7

(1) Liquidation value in millions.

DISPOSITIONS

•On January 21, 2026, the company sold Moncks Corner, located in Mocks Corner, South Carolina, for $1.4 million, generating a gain of $0.7 million and net proceeds of $1.4 million.

•On January 21, 2026, the company sold Ridgeland, located in Ridgeland, South Carolina, for $1.9 million, generating a gain of $1.3 million and net proceeds of $1.9 million.

•On February 19, 2026, the company sold an outparcel at St. George Plaza, located in St. George, South Carolina, for $1.1 million, generating a loss of $2.0 thousand and net proceeds of $1.0 million.

•On March 10, 2026, the company sold Darien Shopping Center, located in Darien, George, for $1.7 million, generating a gain of $0.6 million and net proceeds of $1.6 million.

OTHER

•The Company recognized non-operating expenses of $1.0 million, which primarily consisted of:

•$0.5 million in fees paid in connection with the Amended and Restated Warrants;

•$0.2 million loss on the exercise of the Amended and Restated Warrants;

•$0.3 million in other capital structure costs including the registration of the offer and sale of the shares of our Common Stock issuable upon exercise of the Amended and Restate Warrants and expenses incurred in connection with the Reverse Stock Splits.

BALANCE SHEET

•Cash and cash equivalents totaled $23.6 million, compared to $23.7 million at December 31, 2025.

•Restricted cash totaled $24.4 million, compared to $25.0 million at December 31, 2025. The funds at March 31, 2026 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes, insurance expenses and includes $6.0 million to secure the April 2025 Cedar Bridge Loan.

•Debt totaled $475.2 million, compared to $482.8 million at December 31, 2025, and the decrease is primarily a result of scheduled loan payments, including the $4.4 million payoff of the Tuckernuck loan and sales proceeds used to paydown the June 2022 Term Loan.

•The Company's weighted average interest rate on property level debt was 5.5% with a term of 6.5 years, compared to 5.5% with a term of 6.6 years at December 31, 2025. The weighted average interest rate on all debt was 5.6% with a term of 6.3 years, compared to 5.5% with a term of 6.5 years at December 31, 2025. See page 17 for further details on interest expense.

•Real estate, net of assets held for sale totaled $480.2 million compared to $484.7 million as of December 31, 2025.

•Assets held for sale total $1.9 million and includes Surrey Plaza, located in Hawkinsville, Georgia, as the Company has committed to a plan to sell the property.

•The Company invested $1.9 million in tenant improvements and capital expenditures into its properties.

DIVIDENDS

•Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were $26.3 million or $15.95 per share as of March 31, 2026.

•During the three months ended March 31, 2026, Cedar paid dividends of $1.3 million.

•On April 27, 2026, Cedar announced that Cedar's Board of Directors declared dividends of $0.453125 and $0.406250 per share with respect to the Cedar Series B Preferred Stock and Cedar Series C Preferred Stock, respectively. The dividends are payable on May 20, 2026 to shareholders of record of the Cedar Series B Preferred Stock and Cedar Series C Preferred Stock, as applicable, on May 8, 2026.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

SERIES D PREFERRED STOCK - REDEMPTIONS

•Holders of the Series D Preferred Stock have the right to request that the Company redeem any or all their shares of Series D Preferred Stock monthly. The Company has been settling redemptions of the Series D Preferred Stock in shares of Common Stock. The redemption price for any redemption notice received on or before the 25th day of any month is paid on the 5th day of the following month or, if such date is not a business day, on the next succeeding business day. Since September 2023, the Company has processed approximately 407 redemption requests, collectively redeeming approximately 1.8 million shares of Series D Preferred Stock.

RELATED PARTY

•The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three months ended March 31, 2026, Cedar paid the Company $0.2 million for these services.

•Related party amounts due to WHLR from Cedar for financing and real estate taxes, management fees, leasing commissions, sales commissions and Cost Sharing Agreement allocations were $11.5 million and $11.3 million as of March 31, 2026 and December 31, 2025, respectively, and have been eliminated for consolidation purposes.

•As of March 31, 2026, the net asset value of the Company’s investment in Stilwell Activist Investments, L.P., a Delaware limited partnership, was $23.7 million, which includes $20.5 million of subscriptions. For the three months ended March 31, 2026, the Company recorded unrealized holding losses of $0.7 million through other comprehensive (loss) income, net of $0.1 million investment fees. For more information, see Note 4 in our Quarterly Report on Form 10-Q for the period ended March 31, 2026.

SUBSEQUENT EVENTS

•The Company had received requests to redeem 18,945 shares of Series D Preferred Stock subsequent to March 31, 2026. Accordingly, the Company issued 370,765 shares of Common Stock in settlement of an aggregate redemption price of approximately $0.8 million.

•The Company has entered into a subscription agreement with a certain investor pursuant to which the Company issued 66,666 shares of its Series D Preferred Stock. The issuances were made in consideration for 90,000 shares of Cedar Series C Preferred Stock and 10,000 shares of Cedar Series B Preferred Stock, held by such investor. Immediately following the closing of the transaction, the Company contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired.

•The Company effected a one-for-three reverse stock split on April 17, 2026.

•On April 2, 2026, the Company completed the sale of Surrey Plaza, located in Hawkinsville, Georgia, for the contract price of $2.5 million and used the proceeds to pay down $1.3 million of the June 2022 Term Loan and $27 thousand loan prepayment premium.

•On May 5, 2026, the Company completed the sale of Tuckernuck, located in Richmond, Virginia, for the contract price of $12.0 million.

•The Company agreed to issue an aggregate amount of 136,516 shares of Common Stock to four unaffiliated holders of the Company’s securities in separate exchanges for an aggregate amount of 5,197 shares of the Series D Preferred Stock and 10,394 shares of the Series B Preferred Stock.

•As a result of the May 2026 Series D Preferred Stock redemptions the conversion price was further adjusted for the Convertible Notes to approximately $1.03 per share of the Company’s Common Stock (approximately 24.34 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).

ADDITIONAL INFORMATION

The enclosed information should be read in conjunction with the Company's filings with the Securities and Exchange Commission, including, but not limited to, its quarterly and annual filings on Forms 10-Q and 10-K. These documents are or will be available upon filing via the U.S. Securities and Exchange Commission website (www.sec.gov) or through WHLR’s website at www.whlr.us.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Consolidated Balance Sheets

$ in 000s, except par value and share data

March 31, 2026 December 31, 2025

(unaudited)

ASSETS:

Real estate:

Land and land improvements $ 122,745 $ 123,444

Buildings and improvements 483,745 484,068

606,490 607,512

Less accumulated depreciation (126,327) (122,837)

Real estate, net 480,163 484,675

Cash and cash equivalents 23,592 23,656

Restricted cash 24,428 24,973

Receivables, net 16,107 15,759

Investment securities - related party 23,676 24,406

Assets held for sale 1,863 4,549

Above market lease intangibles, net 648 706

Operating lease right-of-use assets 7,504 7,546

Deferred costs and other assets, net 16,026 15,464

Total Assets $ 594,007 $ 601,734

LIABILITIES:

Loans payable, net $ 461,068 $ 468,157

Liabilities associated with assets held for sale — 1,383

Below market lease intangibles, net 6,952 7,370

Derivative liabilities 10,613 7,243

Operating lease liabilities 8,177 8,221

Series D Preferred Stock redemptions 214 30

Accounts payable, accrued expenses and other liabilities 15,582 14,639

Total Liabilities 502,606 507,043

Commitments and contingencies

Series D Cumulative Convertible Preferred Stock 67,314 63,204

EQUITY:

Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding; $0.6 million in aggregate liquidation value)

453 453

Series B Convertible Preferred Stock (no par value, 5,000,000 authorized; 2,659,916 and 2,714,618 shares, respectively, issued and outstanding; $66.5 million and $67.9 million aggregate liquidation preference, respectively)

35,586 36,296

Common Stock ($0.01 par value, 200,000,000 shares authorized, 535,338 and 210,610 shares, respectively, issued and outstanding)

5 2

Additional paid-in capital 314,151 311,981

Accumulated deficit (356,145) (350,879)

Accumulated other comprehensive income 1,651 2,381

Total Shareholders’ (Deficit) Equity (4,299) 234

Noncontrolling interests 28,386 31,253

Total Equity 24,087 31,487

Total Liabilities and Equity $ 594,007 $ 601,734

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Consolidated Statements of Operations

$ in 000s, except share and per share data

Three Months Ended March 31,

2026 2025

REVENUE:

Rental revenues $ 23,878 $ 24,181

Other revenues 129 173

Total Revenue 24,007 24,354

OPERATING EXPENSES:

Property operations 8,409 8,963

Depreciation and amortization 5,232 6,231

Corporate general & administrative 2,736 2,706

Total Operating Expenses 16,377 17,900

Gain on disposal of properties, net 2,557 5,688

Operating Income 10,187 12,142

Interest income 153 242

Interest expense (7,294) (8,093)

Net changes in fair value of derivative liabilities (3,370) (2,310)

Gain on preferred stock redemptions 179 818

Other expense (1,026) (400)

Net (Loss) Income Before Income Taxes (1,171) 2,399

Income tax expense — (26)

Net (Loss) Income (1,171) 2,373

Less: Net income attributable to noncontrolling interests 1,226 1,864

Net (Loss) Income Attributable to Wheeler REIT (2,397) 509

Preferred Stock dividends - undeclared (1,555) (1,878)

Deemed contribution related to issuance of Series D Preferred Stock 827 —

Deemed contribution related to preferred stock exchanges 495 3,027

Deemed distribution related to noncontrolling interests (2,636) (8,510)

Net Loss Attributable to Wheeler REIT Common Shareholders $ (5,266) $ (6,852)

Loss per share:

Basic and Diluted $ (14.55) $ (14,215.77)

Weighted-average number of shares:

Basic and Diluted 361,988 482

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Reconciliation of Non-GAAP Measures

Same-Property Net Operating Income

$ in 000s

Three Months Ended March 31,

2026 2025

Operating Income $ 10,187 $ 12,142

Add (deduct):

Gain on disposal of properties, net (2,557) (5,688)

Corporate general & administrative 2,736 2,706

Depreciation and amortization 5,232 6,231

Straight-line rents (334) (399)

Above (below) market lease amortization, net (360) (740)

Other non-property revenue (2) (3)

NOI related to properties not defined as Same-Property 62 (380)

Same-Property Net Operating Income

$ 14,964 $ 13,869

Property revenues $ 23,277 $ 21,748

Property expenses 8,313 7,879

Same-Property Net Operating Income $ 14,964 $ 13,869

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Reconciliation of Non-GAAP Measures (continued)

FFO and AFFO

$ in 000s, except share, unit and per share data

Three Months Ended March 31,

2026 2025

Net (Loss) Income $ (1,171) $ 2,373

Depreciation and amortization of real estate assets 5,232 6,231

Gain on disposal of properties, net (2,557) (5,688)

FFO 1,504 2,916

Preferred stock dividends - undeclared (1,555) (1,878)

Dividends on noncontrolling interests preferred stock (1,226) (1,864)

Preferred stock accretion adjustments 22 22

FFO available to common stockholders (1,255) (804)

Other non-recurring and non-cash expenses (1)

714 541

Net changes in fair value of derivative liabilities 3,370 2,310

Gain on Preferred Stock redemptions (179) (818)

Straight-line rental revenue, net straight-line expense (356) (417)

Deferred financing cost amortization 573 708

Above (below) market lease amortization, net (360) (740)

Recurring capital expenditures tenant improvement reserves (347) (376)

AFFO $ 2,160 $ 404

Weighted Average Common Shares 361,988 482

FFO per Common Share $ (3.47) $ (1,668.05)

AFFO per Common Share $ 5.97 $ 838.17

(1) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Reconciliation of Non-GAAP Measures (continued)

EBITDA

$ in 000s

Three Months Ended March 31,

2026 2025

Net (Loss) Income $ (1,171) $ 2,373

Add back:

Depreciation and amortization (1)

4,872 5,491

Interest expense (2)

7,294 8,093

Income tax expense — 26

EBITDA

10,995 15,983

Adjustments for items affecting comparability:

Net change in FMV of derivative liabilities 3,370 2,310

Other non-recurring and non-cash expenses (3)

651 —

Gain on Preferred Stock redemptions (179) (818)

Gain on disposal of properties, net (2,557) (5,688)

Adjusted EBITDA

$ 12,280 $ 11,787

(1) Includes above (below) market lease amortization.

(2) Includes loan cost amortization.

(3) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the period ended March 31, 2026.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Debt Summary

$ in 000s

Property/Description Monthly Payment Interest

Rate Maturity March 31, 2026 December 31, 2025

Variable-rate:

August 2025 Cedar Credit Facility Interest only n/a August 2027 $ — $ —

April 2025 Cedar Bridge Loan Interest only 5.0% February 2028 5,966 5,966

Fixed-rate:

Tuckernuck $ 32,202 5.0% March 2026 — 4,460

Timpany Plaza $ 79,858 7.3% September 2028 11,382 11,415

Village of Martinsville $ 89,664 4.3% July 2029 13,727 13,849

Laburnum Square $ 37,842 4.3% September 2029 7,465 7,499

Rivergate (1)

$ 100,222 4.3% September 2031 16,481 16,605

Convertible Notes Interest only 7.0% December 2031 29,353 29,353

June 2022 Term Loan Interest only 4.3% July 2032 69,323 72,030

JANAF Interest only 5.3% July 2032 60,000 60,000

October 2022 Cedar Term Loan Interest only 5.3% November 2032 100,441 100,441

Patuxent Crossing/Coliseum Marketplace Interest only 6.4% January 2033 25,000 25,000

May 2023 Term Loan 1 $ 373,981 6.2% June 2033 60,562 60,744

May 2023 Term Loan 2 Interest only 6.2% June 2033 53,070 53,070

June 2024 Term Loan Interest only 6.8% July 2034 22,409 22,409

Total Principal Balance 475,179 482,841

Unamortized deferred financing cost (14,111) (14,684)

Total Loans Payable, net $ 461,068 $ 468,157

(1) In October 2026, the interest rate under this loan changes to a variable interest rate equal to the 5-year U.S. Treasury Rate plus 2.70%, with a floor of 4.25%.

Interest Expense

$ in 000s

Three Months Ended March 31, Three Months Ended Changes

2026 2025 Dollar Percent

Property debt interest - excluding Cedar debt $ 4,137 $ 4,324 $ (187) (4.3) %

Convertible Notes interest 514 540 (26) (4.8) %

Loan prepayment premium 63 541 (478) (88.4) %

Amortization of deferred financing costs 573 708 (135) (19.1) %

Variable-rate lines of credit (1)

84 — 84 n/a

Property debt interest - Cedar 1,923 1,980 (57) (2.9) %

Total Interest Expense $ 7,294 $ 8,093 $ (799) (9.9) %

(1) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Debt Summary (continued)

Total Debt

$ in 000s

Scheduled principal repayments and maturities by year Amount % Total Principal Payments and Maturities

For the remaining nine months ending December 31, 2026 $ 1,496 0.3 %

December 31, 2027 2,861 0.6 %

December 31, 2028 22,945 4.8 %

December 31, 2029 25,342 5.3 %

December 31, 2030 6,519 1.4 %

December 31, 2031 49,444 10.4 %

Thereafter 366,572 77.2 %

Total principal repayments and debt maturities $ 475,179 100.0 %

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Property Summary

Property

Location

# of

Tenants

Total Leasable

Leased

% Occupied

Total SF Occupied

ABR (in 000's)

ABR per Occupied SF

WHLR

Alex City Marketplace Alexander City, AL 20 151,843 100.0 % 100.0 % 151,843 $ 1,352 $ 8.90

Beaver Ruin Village Lilburn, GA 27 74,038 91.4 % 91.4 % 67,637 1,321 19.53

Beaver Ruin Village II Lilburn, GA 4 34,925 100.0 % 100.0 % 34,925 507 14.51

Brook Run Shopping Center Richmond, VA 13 147,738 80.7 % 80.7 % 119,176 898 7.54

Bryan Station Lexington, KY 9 54,277 94.5 % 94.5 % 51,275 632 12.33

Cardinal Plaza Henderson, NC 10 50,000 100.0 % 100.0 % 50,000 541 10.81

Chesapeake Square Onley, VA 13 108,982 90.9 % 90.9 % 99,006 777 7.85

Clover Plaza Clover, SC 10 45,575 100.0 % 100.0 % 45,575 520 11.40

Conyers Crossing Conyers, GA 12 170,475 97.1 % 97.1 % 165,600 1,011 6.11

Crockett Square Morristown, TN 4 107,122 100.0 % 100.0 % 107,122 1,023 9.55

Cypress Shopping Center Boiling Springs, SC 19 80,435 100.0 % 100.0 % 80,435 825 10.25

Folly Road Charleston, SC 5 47,794 100.0 % 100.0 % 47,794 781 16.34

Forrest Gallery Tullahoma, TN 28 214,451 91.2 % 91.2 % 195,642 1,532 7.83

Fort Howard Shopping Center Rincon, GA 20 113,652 100.0 % 100.0 % 113,652 1,326 11.67

Freeway Junction Stockbridge, GA 17 156,834 85.4 % 84.4 % 132,391 1,316 9.94

Franklin Village Kittanning, PA 25 151,821 98.8 % 72.9 % 110,619 1,238 11.19

Franklinton Square Franklinton, NC 14 65,366 95.3 % 95.3 % 62,300 622 9.98

Georgetown Georgetown, SC 1 29,572 74.5 % 74.5 % 22,032 215 9.75

Grove Park Shopping Center Orangeburg, SC 14 93,265 94.8 % 94.8 % 88,375 737 8.34

Harrodsburg Marketplace Harrodsburg, KY 9 60,048 94.0 % 94.0 % 56,448 501 8.88

JANAF Norfolk, VA 110 796,624 90.3 % 90.3 % 719,156 10,050 13.97

Laburnum Square Richmond, VA 20 109,387 97.4 % 97.4 % 106,587 1,057 9.92

Ladson Crossing Ladson, SC 15 52,607 100.0 % 100.0 % 52,607 541 10.29

LaGrange Marketplace LaGrange, GA 12 76,594 89.0 % 89.0 % 68,200 465 6.82

Lake Greenwood Crossing Greenwood, SC 8 43,618 100.0 % 100.0 % 43,618 423 9.70

Litchfield Market Village Pawleys Island, SC 27 86,717 100.0 % 100.0 % 86,717 1,227 14.15

Lumber River Village Lumberton, NC 11 66,781 100.0 % 100.0 % 66,781 526 7.88

Nashville Commons Nashville, NC 12 56,100 100.0 % 100.0 % 56,100 698 12.44

New Market Crossing Mt. Airy, NC 13 117,076 100.0 % 100.0 % 117,076 1,087 9.28

Parkway Plaza Brunswick, GA 5 52,365 84.8 % 84.8 % 44,385 485 10.93

Pierpont Centre Morgantown, WV 15 111,162 98.4 % 98.4 % 109,433 1,185 10.83

Port Crossing Harrisonburg, VA 8 65,365 100.0 % 100.0 % 65,365 880 13.46

Riverbridge Shopping Center Carrollton, GA 11 91,188 96.9 % 96.9 % 88,375 782 8.85

Rivergate Shopping Center Macon, GA 25 193,960 93.6 % 93.6 % 181,502 3,046 16.78

Sangaree Plaza Summerville, SC 10 66,948 100.0 % 100.0 % 66,948 761 11.37

Shoppes at Myrtle Park Bluffton, SC 14 56,609 99.3 % 99.3 % 56,189 709 12.62

South Park Mullins, SC 4 60,734 96.9 % 96.9 % 58,834 413 7.02

South Square Lancaster, SC 6 44,350 81.0 % 81.0 % 35,900 313 8.71

St. George Plaza St. George, SC 8 59,174 100.0 % 100.0 % 59,174 434 7.34

Sunshine Plaza Lehigh Acres, FL 22 111,189 100.0 % 100.0 % 111,189 1,180 10.61

Surrey Plaza Hawkinsville, GA 4 42,680 100.0 % 100.0 % 42,680 267 6.26

Tampa Festival Tampa, FL 22 141,580 100.0 % 100.0 % 141,580 1,332 9.41

Tuckernuck Richmond, VA 18 93,391 100.0 % 100.0 % 93,391 1,140 12.21

Twin City Commons Batesburg-Leesville, SC 5 47,680 100.0 % 100.0 % 47,680 491 10.31

Village of Martinsville Martinsville, VA 22 288,254 100.0 % 100.0 % 288,254 2,389 8.29

Waterway Plaza Little River, SC 10 49,750 100.0 % 100.0 % 49,750 570 11.45

Westland Square West Columbia, SC 12 62,735 100.0 % 100.0 % 62,735 552 8.79

WHLR TOTAL 723 5,002,831 95.2 % 94.4 % 4,722,053 $ 50,678 $ 10.73

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Property Summary (continued)

Property

Location

# of

Tenants

Total Leasable

Leased

% Occupied

Total SF Occupied

ABR (in 000's)

ABR per Occupied SF

CDR

Brickyard Plaza Berlin, CT 12 227,598 100.0 % 100.0 % 227,598 $ 2,140 $ 9.40

Coliseum Marketplace Hampton, VA 10 106,648 100.0 % 100.0 % 106,648 1,308 12.27

Fairview Commons New Cumberland, PA 11 50,485 82.6 % 82.6 % 41,705 535 12.82

Gold Star Plaza Shenandoah, PA 6 71,720 97.8 % 97.8 % 70,120 664 9.46

Golden Triangle Lancaster, PA 20 202,790 90.8 % 90.0 % 182,440 2,813 15.42

Hamburg Square Hamburg, PA 7 102,058 100.0 % 100.0 % 102,058 735 7.20

Patuxent Crossing California, MD 28 264,068 78.9 % 78.9 % 208,209 1,900 9.13

Pine Grove Plaza Brown Mills, NJ 17 79,306 89.9 % 89.9 % 71,306 883 12.39

Southington Center Southington, CT 9 155,842 96.2 % 96.2 % 149,903 1,134 7.56

Timpany Plaza Gardner, MA 18 182,820 82.9 % 82.9 % 151,460 1,645 10.86

Trexler Mall Trexlertown, PA 25 342,541 99.7 % 99.7 % 341,544 4,023 11.78

Washington Center Shoppes Sewell, NJ 31 157,300 98.1 % 98.1 % 154,300 2,151 13.94

CDR TOTAL 194 1,943,176 93.1 % 93.0 % 1,807,291 $ 19,931 $ 11.03

COMBINED TOTAL 917 6,946,007 94.6 % 94.0 % 6,529,344 $ 70,609 $ 10.81

Undeveloped Land Company Location Parcel Size (in acres)

Brook Run Properties WHLR Richmond, VA 2.00

Courtland Commons WHLR Courtland, VA 1.04

South Philadelphia parcel CDR Philadelphia, PA 1.35

Property Statistics Summary Consolidated

Three Months Ended

March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025

Number of Centers 59 62 66 66 69

Leasable Square Feet 6,946,007 7,018,837 7,436,018 7,436,018 7,517,677

Percentage Leased 94.6% 94.3% 92.4% 92.0% 92.0%

Percentage Occupied 94.0% 93.3% 91.8% 91.6% 91.3%

ABR (in 000's) $70,609 $70,008 $72,104 $71,606 $71,757

Renewal Rent Spread 10.4% 11.2% 10.6% 12.9% 12.5%

New Rent Spread 37.6% 30.4% 19.7% 14.2% 38.1%

Capital and Tenant Improvements (in 000's) $1,878 $4,563 $6,335 $4,131 $2,077

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Property Summary (continued)

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Top Ten Tenants by Annualized Base Rent

Tenants Category Annualized Base Rent

($ in 000s) % of Total Annualized Base Rent Total Occupied Square Feet Percent Total Leasable Square Foot Annualized Base Rent Per Occupied Square Foot

Food Lion Grocery $ 4,179 5.9 % 484,000 7.0 % $ 8.63

Kroger Co (1)

Grocery 2,137 3.0 % 239,000 3.4 % 8.94

Dollar Tree Discount Retailer 1,506 2.1 % 177,000 2.5 % 8.51

TJX Companies (2)

Discount Retailer 1,275 1.8 % 195,000 2.8 % 6.54

Planet Fitness Gym 1,274 1.8 % 134,000 1.9 % 9.51

Lowes Foods (3)

Grocery 1,236 1.8 % 130,000 1.9 % 9.51

Aldi (4)

Grocery 1,072 1.5 % 106,000 1.5 % 10.11

Kohl's Discount Retailer 1,049 1.5 % 147,000 2.1 % 7.14

Lehigh Valley Health Health 819 1.2 % 43,000 0.6 % 19.05

Goodwill Discount Retailer 806 1.1 % 88,000 1.3 % 9.16

$ 15,353 21.7 % 1,743,000 25.0 % $ 8.81

(1) Kroger 4 / Harris Teeter 1 / 3 fuel stations

(2) Marshall's 4 / HomeGoods 2 / TJ Maxx 1

(3) Lowes Foods 1 / KJ's Market 2

(4) Aldi 3 / Winn Dixie 1

Lease Expiration Schedule

Lease Expiration Period Number of Expiring Leases Total Expiring Square Footage % of Total Expiring Square Footage % of Total Occupied Square Footage Expiring Expiring Annualized Base Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent Per Occupied

Square Foot

Available — 416,663 6.0 % — % $ — — % $ —

MTM 8 10,458 0.2 % 0.2 % 138 0.2 % 13.20

2026 75 206,852 3.0 % 3.2 % 3,063 4.3 % 14.81

2027 159 636,837 9.2 % 9.8 % 7,909 11.2 % 12.42

2028 149 999,649 14.4 % 15.3 % 9,703 13.7 % 9.71

2029 153 908,515 13.1 % 13.9 % 10,381 14.7 % 11.43

2030 131 1,199,189 17.3 % 18.4 % 11,124 15.8 % 9.28

2031 97 882,778 12.7 % 13.5 % 9,634 13.6 % 10.91

2032 37 427,384 6.2 % 6.5 % 4,050 5.7 % 9.48

2033 21 286,817 4.1 % 4.4 % 3,074 4.4 % 10.72

2034 33 341,191 4.9 % 5.2 % 3,676 5.2 % 10.77

2035 & thereafter 54 629,674 8.9 % 9.6 % 7,857 11.2 % 12.48

Total 917 6,946,007 100.0 % 100.0 % $ 70,609 100.0 % $ 10.81

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Lease Expiration Schedule (continued)

Anchor Lease Expiration Schedule

No Option Option

Lease Expiration Period Number of Expiring Leases Expiring Occupied Square Footage Expiring Annualized Based Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent per Square Foot Number of Expiring Leases Expiring Occupied Square Footage Expiring Annualized Based Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent per Square Foot

Available — 50,326 $ — — % $ — — — $ — — % $ —

MTM — — — — % — — — — — % —

2026 2 42,169 682 24.5 % 16.17 — — — — % —

2027 1 24,060 306 11.0 % 12.72 5 149,546 1,221 4.4 % 8.16

2028 1 32,000 125 4.5 % 3.91 14 597,272 3,802 13.6 % 6.37

2029 3 71,939 789 28.3 % 10.97 10 356,858 2,821 10.1 % 7.91

2030 — — — — % — 17 851,248 5,396 19.3 % 6.34

2031 1 20,858 66 2.4 % 3.16 14 548,525 4,965 17.8 % 9.05

2032 — — — — % — 9 289,853 1,993 7.1 % 6.88

2033 1 43,416 819 29.3 % 18.86 5 187,780 1,440 5.2 % 7.67

2034 — — — — % — 7 256,453 2,159 7.7 % 8.42

2035 & thereafter — — — — % — 13 470,262 4,110 14.8 % 8.74

Total 9 284,768 $ 2,787 100.0 % $ 11.89 94 3,707,797 $ 27,907 100.0 % $ 7.53

Non-anchor Lease Expiration Schedule

No Option Option

Available — 366,337 $ — — % $ — — — $ — — % $ —

MTM 6 10,458 136 0.7 % 13.00 2 — 2 — % —

2026 57 119,868 1,605 8.3 % 13.39 16 44,815 776 3.8 % 17.32

2027 109 266,147 4,200 21.8 % 15.78 44 197,084 2,182 10.6 % 11.07

2028 86 195,723 3,166 16.4 % 16.18 48 174,654 2,610 12.6 % 14.94

2029 84 232,603 3,474 18.0 % 14.94 56 247,115 3,297 16.0 % 13.34

2030 70 148,400 2,727 14.2 % 18.38 44 199,541 3,001 14.5 % 15.04

2031 38 94,387 1,589 8.3 % 16.83 44 219,008 3,014 14.6 % 13.76

2032 14 37,407 594 3.1 % 15.88 14 100,124 1,463 7.1 % 14.61

2033 9 16,108 281 1.5 % 17.44 6 39,513 534 2.6 % 13.51

2034 15 38,874 690 3.6 % 17.75 11 45,864 827 4.0 % 18.03

2035 & thereafter 12 27,083 794 4.1 % 29.32 29 132,329 2,953 14.2 % 22.32

Total 500 1,553,395 $ 19,256 100.0 % $ 16.22 314 1,400,047 $ 20,659 100.0 % $ 14.76

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Leasing Summary

WHLR Leasing Renewals and New Leases

Three Months Ended March 31,

2026 2025

Renewals:

Leases renewed with rate increase (sq feet) 253,721 147,521

Leases renewed with rate decrease (sq feet) — —

Leases renewed with no rate change (sq feet) 62,000 51,668

Total leases renewed (sq feet) 315,721 199,189

Leases renewed with rate increase (count) 34 30

Leases renewed with rate decrease (count) — —

Leases renewed with no rate change (count) 1 2

Total leases renewed (count) 35 32

Option exercised (count) 14 4

Renewal Rent Spread (per sq foot)

$ 0.74 $ 1.40

Renewal Rent Spread 9.0 % 14.2 %

New Leases (1):

New leases (sq feet) 48,945 68,502

New leases (count) 8 8

Weighted average rate (per sq foot) $ 13.20 $ 12.56

New Rent Spread 67.1 % 38.1 %

(1) The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

Leasing Summary (continued)

CDR Leasing Renewals and New Leases

Three Months Ended March 31,

2026 2025

Renewals:

Leases renewed with rate increase (sq feet) 6,412 74,390

Leases renewed with rate decrease (sq feet) — —

Leases renewed with no rate change (sq feet) — —

Total leases renewed (sq feet) 6,412 74,390

Leases renewed with rate increase (count) 3 8

Leases renewed with rate decrease (count) — —

Leases renewed with no rate change (count) — —

Total leases renewed (count) 3 8

Option exercised (count) 2 5

Renewal Rent Spread (per sq foot)

$ 9.02 $ 0.88

Renewal Rent Spread 27.3 % 8.3 %

New Leases(1):

New leases (sq feet) 14,435 —

New leases (count) 4 —

Weighted average rate (per sq foot) $ 14.85 $ —

New Rent Spread (2)

(10.2) % — %

(1) The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.

(2) The negative New Rent Spread consisted of one 10,000 sq foot lease, while the remaining leases had a positive New Rent Spread.

WHLR | Financial & Operating Data | as of 3/31/2026 unless otherwise stated

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