Wheeler REIT (NASDAQ: WHLR) lifts AFFO, cuts $105.8M preferred stock

Rhea-AI Filing Summary

Wheeler Real Estate Investment Trust, Inc. reported 2025 results showing a smaller loss for common shareholders and stronger cash generation, helped by asset sales and capital-structure actions. For the year, the company recorded net income of $14.8 million, but after preferred and noncontrolling interests this translated into a net loss attributable to common shareholders of $3.9 million.

Core cash performance improved. FFO available to common stockholders rose to $13.7 million from $3.2 million, and AFFO increased to $10.3 million from $7.2 million, reflecting higher Same-Property NOI and lower depreciation and operating costs after property sales. Same-Property NOI rose 1.6%, driven by $2.1 million higher property revenue partly offset by higher property expenses.

The portfolio remained highly utilized, with 7.0 million square feet, 94.3% leased and 93.3% occupied, and strong leasing spreads—renewals were up 12.0% and new leases up 33.6% on rent. Total revenue declined 4.9% to $99.4 million as sold properties reduced rental income, while operating expenses fell 2.8% to $70.6 million.

The balance sheet shows $484.7 million of real estate, net, and $482.8 million of debt, with a weighted average interest rate of 5.5% and a weighted average term of about 6.5 years. Management executed extensive capital-structure transactions, using $41.9 million of cash and exchanges to cut aggregate preferred stock liquidation value by $105.8 million across Wheeler and Cedar. Cumulative dividends in arrears on the Series D Preferred Stock totaled $25.6 million as of year-end.

Positive

• AFFO and FFO growth: Funds From Operations available to common stockholders increased to $13.7 million from $3.2 million, and AFFO rose to $10.3 million from $7.2 million, indicating stronger underlying cash generation.
• Preferred stock reduction: The company reduced aggregate preferred stock liquidation value by $105.8 million using $41.9 million of cash plus exchanges, materially reshaping its capital structure and lowering future preferred obligations.
• High occupancy and strong leasing spreads: The combined portfolio was 94.3% leased and 93.3% occupied, with renewal rent spreads of 12.0% and new lease spreads of 33.6%, supporting cash flow durability.

Negative

• High leverage relative to asset base: Real estate, net, of $484.7 million is nearly matched by total debt of $482.8 million, with property-level debt carrying a 5.5% weighted average interest rate, leaving limited balance-sheet cushion.
• Series D dividend arrears: Cumulative dividends in arrears on the Series D Preferred Stock reached $25.6 million (or $16.95 per share) as of December 31, 2025, highlighting ongoing preferred-equity pressure.
• Revenue decline from asset sales: Total revenue fell 4.9% to $99.4 million, primarily due to selling properties in 2024 and 2025, which reduced rental income even as the company focuses on capital recycling.
• Leadership turnover: The Chief Financial Officer notified the company on February 13, 2026 of her decision to resign effective March 13, 2026, introducing near-term leadership transition risk in the finance function.

Insights

REIT and capital-structure analyst

Wheeler shows improving cash metrics and heavy de-risking of preferreds, but leverage and structural complexity remain high.

Wheeler REIT delivered better underlying performance in 2025. Same-Property NOI increased 1.6%, and AFFO rose to $10.3 million from $7.2 million, helped by stronger leasing and lower depreciation and operating costs after property sales. Portfolio occupancy of 93.3% across 7.0 million square feet indicates generally healthy tenant demand in its grocery-anchored centers.

At the same time, the company remains highly leveraged. Real estate, net, was $484.7 million against total debt of $482.8 million, with property-level debt at a 5.5% weighted average interest rate and roughly 6.6 years term. Interest expense of $33.8 million for the year consumed a large share of operating income, and derivative-liability fair-value swings materially impact FFO in both directions.

The most notable development is capital-structure reshaping. Wheeler reduced aggregate preferred stock liquidation value by $105.8 million using $41.9 million of cash plus exchanges, while also converting some $1.5 million of Convertible Notes. However, $25.6 million of Series D dividend arrears and ongoing monthly redemption rights keep preferred obligations a central risk factor. Subsequent events—additional exchanges, warrant repricing, loan paydowns, and the CFO’s announced resignation effective March 13, 2026—underscore an actively evolving, but still complex, capital stack whose ultimate impact will depend on future transactions and operating consistency.

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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): March 5, 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 March 5, 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 and twelve months ended December 31, 2025. A copy of the 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 5, 2026, the Company made publicly available certain supplemental financial information for the three and twelve months ended December 31, 2025 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.						Description
99.1						Press release, dated March 5, 2026.
99.2						Supplemental financial information for the three and twelve months ended December 31, 2025.
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: March 5, 2026

Exhibit 99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

ANNOUNCES THE RELEASE OF ITS

FOURTH QUARTER AND YEAR-END 2025 FINANCIAL AND OPERATING RESULTS

VIRGINIA BEACH, VA – March 5, 2026 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the year ended December 31, 2025 with the filing of its Annual Report on Form 10-K (the "Form 10-K") with the Securities and Exchange Commission. In addition, the Company has posted supplemental information to its website regarding it's financial and operating results for the three and twelve months ended December 31, 2025. Both the Form 10-K 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.

Exhibit 99.2

Table of Contents
			Page
Glossary of Terms			4
Company Overview			6
Financial and Portfolio Overview			7
Financial and Operating Results			8
Financial Summary
Consolidated Balance Sheets			13
Consolidated Statements of Operations			14
Reconciliation of Non-GAAP Measures			15
Debt Summary			18
Portfolio Summary
Property Summary			20
Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules			23
Leasing Summary			25

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, without limitation: 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 (as defined below) 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 as a result of the One Big Beautiful Bill Act (the “OBBBA”); 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 acquisition of Cedar Realty Trust, Inc. may result in significant indemnification costs; tax

WHLR | Financial & Operating Data 2

audits and other regulatory inquiries; the Company's ability to maintain 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-24 reverse stock split effected on May 16, 2024 (the "May 2024 Reverse Stock Split"), the one-for-five reverse stock split effected on June 27, 2024 (the "June 2024 Reverse Stock Split"), the one-for-three reverse stock split effected on September 19, 2024 (the "September 2024 Reverse Stock Split"), the one-for-two reverse stock split effected on November 18, 2024 (the "November 2024 Reverse Stock Split" and collectively with the May 2024 Reverse Stock Split, the June 2024 Reverse Stock Split and the September 2024 Reverse Stock Split, the “2024 Reverse Stock Splits”), 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 together with the 2025 Reverse Stock Splits and the 2024 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.

WHLR | Financial & Operating Data 3

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 4

Term						Definition
Leased Rate / % Leased						The space committed to lessee under a signed lease agreement as of December 31, 2025, 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 December 31, 2025.
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. 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 5

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") 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
Crystal Plum - CFO
Board of Directors						Board of Directors
Stefani D. Carter (Chair)						Kerry G. Campbell (Chair)
E.J. Borrack						E.J. Borrack
Robert Brady						M. Andrew Franklin
Kerry G. Campbell						Crystal Plum
Gregory P. Hannon						Paula Poskon
Rebecca Musser						Gary Skoien
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 6

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 December 31, 2025 (consolidated amounts unless otherwise noted)

Financial Results
Net loss attributable to Wheeler REIT common stockholders (in 000s)			$	(866)
Basic and diluted loss per share			$	(2.67)
FFO available to common stockholders (in 000s)			$	(103)
FFO per common share			$	(0.32)
AFFO (in 000s)			$	3,229
AFFO per common share			$	9.96
Assets and Leverage
Real Estate, net of $122.8 million accumulated depreciation (in 000s)			$	484,675
Cash and Cash Equivalents (in 000s)			$	23,656
Total Assets (in 000s)			$	601,734
Total Debt (in 000s)			$	482,841
Debt to Total Assets			80.2		%
Debt to Gross Asset Value			66.7		%

Ticker			Shares Outstanding at December 31, 2025						Fourth Quarter stock price range						Stock price as of December 31, 2025
WHLR			631,866						$4.74-$38.40						$	5.10
WHLRP			2,714,618						$3.34-$5.19						$	5.19
WHLRD			1,507,205						$34.06-$42.00						$	38.05
CDRpB			857,237						$17.20-$19.24						$	17.84
CDRpC			2,229,222						$15.67-$18.08						$	17.19

    Common Stock market capitalization (in 000s) $ 3,223 

Portfolio Summary
GLA in sq. ft.			5,075,661						1,943,176
Occupancy Rate			93.7		%				92.4		%
Leased Rate			95.1		%				92.4		%
Annualized Base Rent (in 000s)			$	50,449					$	19,559
Total number of leases signed or renewed			40						5
Total sq. ft. leases signed or renewed			229,491						17,061

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 7

Financial and Operating Results

Today, WHLR reported its financial and operating results for the year ended December 31, 2025. For the three months ended December 31, 2025 and 2024, WHLR's net (loss) income attributable to WHLR's common stockholders resulted in basic (loss) earnings per share of $(2.67) and $186,261.63, respectively. For the years ended December 31, 2025 and 2024, WHLR's net loss attributable to WHLR's common stockholders resulted in basic loss per share of $(36.01) and $(346,484.38), respectively.

"In the fourth quarter, we continued to execute on our strategy of recycling capital through targeted asset sales, strengthening liquidity, and improving the quality of our portfolio, while maintaining strong occupancy across our predominately grocery-anchored centers. For the full year, we increased same‑property NOI by 1.6%, reflecting improved leasing spreads and disciplined expense management across our portfolio. We recycled approximately $59.0 million of capital through asset sales, using proceeds to deleverage the balance sheet, and combined with other transactions retired $105.8 million of preferred equity liquidation value across both Cedar and WHLR, while ending the year with 93.3% occupancy across 7.0 million square feet. These actions strengthened liquidity, reduced future dividend obligations, and advanced our focus on stable cash flow and long‑term value creation.”

–M. Andrew Franklin, Chief Executive Officer and President

2025 FOURTH QUARTER HIGHLIGHTS

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

LEASING

•The Company's real estate portfolio:

•was 93.3% occupied, a 100 basis point increase from 92.3%;

•was 94.3% leased, a 120 basis point increase from 93.1%; and

•includes 32 properties that are 100% leased.

•WHLR Quarter-To-Date Leasing Activity

•Executed 28 lease renewals totaling 133,144 square feet at a weighted-average increase of $1.23 per square foot, representing an increase of 11.0% over in-place rental rates.

•Signed 12 new leases totaling 96,347 square feet with a weighted-average rental rate of $11.97 per square foot, representing a new rent spread of 30.4%.

•The WHLR portfolio, excluding Cedar, was:

◦93.7% occupied, a 110 basis point decrease from 94.8%; and

◦95.1% leased, a 20 basis point increase from 94.9%.

•CDR Quarter-To-Date Leasing Activity

•Executed 5 lease renewals totaling 17,061 square feet at a weighted-average increase of $2.33 per square foot, representing an increase of 12.4% over in-place rental rates.

•Signed no new leases.

•The Cedar portfolio was:

◦92.4% occupied, a 570 basis point increase from 86.7%; and

◦92.4% leased, a 350 basis point increase from 88.9%.

•The Company’s gross leasable area ("GLA"), which is subject to leases that expire over the next twelve months and includes month-to-month leases, decreased to approximately 7.4%, compared to 7.5%. At December 31, 2025, 58.6% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 23 and provides additional details on the Company's leases).

SAME-PROPERTY NET OPERATING INCOME & LEASING

•Same-Property NOI decreased by 3.1% or $0.5 million. Same-Property NOI was impacted by:

•$0.4 million increase in property expense; and

•$0.1 million decrease in property revenue.

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 8

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

						% Leased									% Occupied
Real Estate Portfolio						2025			2024						2025			2024
Company						94.3		%	94.2		%				93.3		%	94.1		%
WHLR(1)						95.1		%	94.8		%				93.7		%	94.7		%
CDR						92.4		%	92.4		%				92.4		%	92.3		%

(1) Excludes the Cedar real estate portfolio

OPERATIONS

•Total revenue of $25.2 million decreased by 8.8% or $2.4 million, primarily a result of:

•$1.8 million decrease in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025;

•$0.5 million decrease in market lease amortization and straight line rent; and

•$0.1 million decrease in other revenue.

•Total operating expenses of $18.0 million decreased by 2.8% or $0.5 million, primarily a result of:

•$0.8 million decrease in depreciation and amortization;

•$0.3 million decrease in grounds and landscaping;

•$0.3 million decrease in real estate taxes; partially offset by

•$0.4 million increase in impairment recorded for an outparcel at St. George Plaza, located in St. George, South Carolina in 2025;

•$0.1 million increase in repairs and maintenance; and

•$0.1 million increase in property administration.

FINANCIAL

•FFO was $(0.1) million as compared to $45.9 million. FFO includes the result of net changes in fair value of derivative liabilities, which decreased $43.0 million.

•AFFO was $3.2 million as compared to $3.4 million.

CAPITAL MARKETS

•Effected a one-for-two reverse stock split on November 28, 2025.

•The Company issued 358,565 shares of its Common Stock to unaffiliated holders in exchange for 86,600 shares of the Company's Series D Preferred Stock and 173,200 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 $1.0 million for the three months ended December 31, 2025, 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 $1.5 million in net changes in fair value of derivative liabilities, primarily related to the conversion rate 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 27,000 shares of its Series D Preferred Stock in consideration for an aggregate 54,000 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 Realty Trust, Inc. 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 $0.4 million in deemed distributions included as a component of net loss attributable to common shareholders.

•Cedar repurchased and retired 4,244 shares of Cedar Series C Preferred Stock.

DISPOSITIONS

•On October 16, 2025, the Company sold Lake Murray, located in Lexington, South Carolina, for $4.6 million, generating a gain of $0.6 million and net proceeds of $4.2 million.

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 9

•On October 29, 2025, the Company sold a South Philadelphia land parcel, located in Philadelphia, Pennsylvania, for $4.4 million, generating a gain of $1.3 million and net proceeds of $3.5 million.

•On October 31, 2025, the Company sold Carll's Corner, located in Bridgeton, New Jersey, for $3.7 million and generating net proceeds of $2.8 million.

•On November 3, 2025, the Company sold Fieldstone Marketplace, located in New Bedford, Massachusetts, for $12.2 million, generating a gain of $0.2 million and net proceeds of $10.6 million.

•On November 6, 2025, the Company sold Tri-County Plaza, located in Royston, Georgia, for $5.1 million, generating a gain of $1.4 million and net proceeds of $4.8 million.

2025 YEAR-TO-DATE HIGHLIGHTS

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

LEASING

•WHLR Year-To-Date Leasing Activity

•Executed 117 lease renewals totaling 590,992 square feet at a weighted-average increase of $1.26 per square foot, representing an increase of 12.0% over in-place rental rates.

•Signed 35 new leases totaling 200,575 square feet with a weighted-average rental rate of $13.01 per square foot, representing a new rent spread of 33.6%.

•CDR Year-To-Date Leasing Activity

•Executed 28 lease renewals totaling 209,201 square feet at a weighted-average increase of $1.07 per square foot, representing an increase of 10.9% over in-place rental rates.

•Signed 9 new leases totaling 51,799 square feet with a weighted-average rental rate of $13.22 per square foot, representing a new rent spread of 4.9%.

SAME-PROPERTY NET OPERATING INCOME

•Same-Property NOI increased by 1.6% or $1.0 million. Same-Property NOI was impacted by:

•$2.1 million increase in property revenue; partially offset by

•$1.1 million increase in property operating expense.

OPERATIONS

•Total revenue of $99.4 million decreased by 4.9% or $5.1 million, primarily a result of:

•$6.7 million decrease in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025;

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

•$2.1 million increase in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties.

•Total operating expenses of $70.6 million decreased by 2.8% or $2.0 million, primarily a result of:

•$3.3 million decrease in operating expenses attributable to properties that were sold in 2024 and 2025;

•$2.4 million decrease in depreciation and amortization; partially offset by

•$1.7 million increase in impairment recorded for Carll's Corner, located in Bridgeton, New Jersey, and an outparcel at St. George Plaza, located in St. George Plaza in 2025 and Oregon Avenue, located in Philadelphia, Pennsylvania in 2024;

•$1.1 million increase in operating expenses attributable to Same-Properties; and

•$0.9 million increase in corporate general and administration expenses.

FINANCIAL

•FFO was $13.7 million as compared to FFO of $3.2 million. FFO includes the result of net changes in fair value of derivative liabilities, which increased $13.1 million.

•AFFO was $10.3 million as compared to AFFO of $7.2 million.

CAPITAL MARKETS

The Company's emphasis on the capital-structure resulted in a reduction of $105.8 million in aggregate liquidation value across the Preferred Stock classes. This was done through exchanges, conversions, redemptions, at the market repurchases, tender offers and subscription agreements and a cash outlay of $41.9 million.

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 10

						December 31, 2025									September 30, 2025									June 30, 2025									March 31, 2025									December 31, 2024
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						631,866									157,820									36,484									2,804									311
WHLRP						2,714,618			$67.9						2,887,818			$72.2						3,096,018			$77.4						3,218,718			$80.5						3,357,142			$83.9
WHLRD						1,507,205			$63.2						1,576,557			$66.0						1,776,179			$72.7						1,903,921			$77.3						2,236,046			$88.7
CDRpB						857,237			$21.4						857,237			$21.4						857,237			$21.4						1,449,609			$36.2						1,449,609			$36.2
CDRpC						2,229,222			$55.7						2,287,466			$57.2						2,907,535			$72.7						2,907,535			$72.7						4,208,694			$105.2

(1) Liquidation value in millions.

•At the 2025 Annual Meeting of Stockholders, the Company obtained the ability to effect monthly reverse stock splits through December 2026. In 2025, the Company, effected a one-for-four, a one-for-five, a one-for-seven, a one-for-five and a one-for-two reverse stock split on January 27, 2025, March 26, 2025, May 26, 2025, September 22, 2025 and November 28, 2025, respectively.

•The Company converted $1.5 million of Convertible Notes into 17,882 shares of Common Stock valued at $2.4 million, resulting in a $0.9 million loss on conversion. We also recorded a $4.7 million non‑operating gain from changes in the fair value of derivative liabilities tied to the Convertible Notes’ conversion features. As of year‑end, the Conversion Price was $5.69 per share, equivalent to 4.40 shares for each $25.00 of principal converted.

DISPOSITIONS

•The Company executed a series of strategic asset sales, totaling $59.2 million in proceeds, including transactions across New Jersey, South Carolina, Massachusetts, Georgia, Florida, and Pennsylvania. These sales generated meaningful gains for the year which supported ongoing deleveraging efforts.

OTHER

•The Company recognized non-operating expenses of $0.9 million, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof.

BALANCE SHEET

•Cash and cash equivalents totaled $23.7 million, compared to $43.0 million at December 31, 2024.

•Restricted cash totaled $25.0 million, compared to $17.8 million at December 31, 2024. The funds at December 31, 2025 are held in lender reserves, which included funds securing the April 2025 Cedar Bridge Loan, as well as amounts reserved for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.

•Debt totaled $482.8 million, compared to $499.5 million at December 31, 2024 and the decrease is primarily a result of sales proceeds used for loan paydowns, scheduled loan payments and note conversions.

•The Company's weighted average interest rate on property level debt was 5.5% with a term of 6.6 years, compared to 5.4% with a term of 7.6 years at December 31, 2024. The weighted average interest rate on all debt was 5.5% with a term of 6.5 years, compared to 5.5% with a term of 7.5 years at December 31, 2024. See page 18 for further details on interest expense.

•Real estate, net totaled $484.7 million compared to $534.9 million as of December 31, 2024.

•The Company invested $17.1 million in tenant improvements and capital expenditures into the properties.

DIVIDENDS

•Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were $25.6 million or $16.95 per share as of December 31, 2025.

•During the year ended December 31, 2025, Cedar paid dividends of $6.6 million.

•On January 30, 2026, Cedar announced that Cedar's Board of Directors declared a dividend of $0.453125 and $0.406250 per share with respect to Cedar Series B Preferred Stock and Series C Preferred Stock, respectively. The dividends were paid on February 20, 2026 to shareholders of record on February 10, 2026.

SERIES D PREFERRED STOCK - REDEMPTIONS

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 11

•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 deadline for redemptions is the 25th of each month, for which the redemptions are processed on the 5th of the subsequent month. Since September 2023, the Company has processed approximately 400 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 year ended December 31, 2025, Cedar paid the Company $0.7 million for these services.

•Related party amounts due to WHLR from Cedar for financing and real estate taxes, management fees, leasing commissions and Cost Sharing Agreement allocations were $11.3 million and $9.5 million as of December 31, 2025 and 2024, respectively, and have been eliminated for consolidation purposes.

•As of December 31, 2025, the net asset value of the Company’s investment in Stilwell Activist Investments, L.P., a Delaware limited partnership ("SAI") was $24.4 million, which includes $20.5 million of subscriptions. For the year ended December 31, 2025, the unrealized holding gain on investment securities, net was $2.4 million, net of $0.6 million investment fees. Beginning in 2025, the Company is prospectively presenting the SAI Investment's unrealized gains/(losses) within other comprehensive income. Its year end value is presented on the line "investment securities - related party,” on the consolidated balance sheets. For more information, see Note 4 in our Annual Report on Form 10-K.

SUBSEQUENT EVENTS

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

•The Company agreed to issue an aggregate amount of 557,662 shares of Common Stock to four unaffiliated holders of the Company’s securities in separate exchanges for an aggregate amount of 27,351 shares of the Series D Preferred Stock and 54,702 shares of the Series B Preferred Stock.

•On January 21, 2026, the Company completed the sales of Moncks Corner, located in Moncks Corner, South Carolina, and Ridgeland, located in Ridgeland, South Carolina, for the contract price of $1.4 million and $1.9 million, respectively, and used the proceeds to pay down $0.9 million of the June 2022 Term Loan and $20 thousand loan prepayment premium.

•The Company has entered into subscription agreements with certain investors pursuant to which the Company issued 10,000, 7,000, 10,000 and 80,000 shares of its Series D Preferred Stock, respectively. The issuances were made in consideration for 20,000, 14,000, 20,000 and 120,000 shares, respectively, 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 Realty Trust, Inc. and those shares were retired.

•As a result of the February 2026 Series D Preferred Stock redemptions the Conversion Price was further adjusted for the Convertible Notes to approximately $2.60 per share of the Company’s Common Stock (approximately 9.62 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).

•On February 13, 2026, Crystal Plum, the Chief Financial Officer and Secretary of the Company, notified the Company of her decision to resign from all of her positions with the Company and its subsidiaries. Ms. Plum’s last day will be March 13, 2026. The Company has initiated a search for a new Chief Financial Officer.

•On February 19, 2026 the Company paid in full the remaining principal balance of $4.4 million on the Tuckernuck loan from operating cash flows.

•On February 19, 2026, the Warrants were amended and restated to provide for an exercise price of $0.01, with all Warrants exercisable, in full or in part, at any time, for shares of Common Stock representing in the aggregate 12% of the Common Stock then outstanding (less the number of shares previously issued as a result of any partial exercise).

•On February 19, 2026, the Company completed the sale of a an outparcel at St. George Plaza, located in St. George, South Carolina, for the contract price of $1.1 million and used the proceeds to pay down $0.7 million of the June 2022 Term Loan and $19 thousand loan prepayment premium.

ADDITIONAL INFORMATION

The enclosed information should be read in conjunction with the Company's filings with the Securities and Exchange Commission (the "SEC"), 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 SEC website (www.sec.gov) or through WHLR’s website at www.whlr.us.

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 12

Consolidated Balance Sheets

$ in 000s, except par value and share data

			December 31,
			2025						2024
ASSETS:
Real estate:
Land and land improvements			$	123,444					$	138,177
Buildings and improvements			484,068						508,957
			607,512						647,134
Less accumulated depreciation			(122,837)						(112,209)
Real estate, net			484,675						534,925
Cash and cash equivalents			23,656						42,964
Restricted cash			24,973						17,752
Receivables, net			15,759						14,692
Investment securities - related party			24,406						12,025
Assets held for sale			4,549						—
Above market lease intangibles, net			706						1,285
Operating lease right-of-use assets			7,546						9,235
Deferred costs and other assets, net			15,464						20,824
Total Assets			$	601,734					$	653,702
LIABILITIES:
Loans payable, net			$	468,157					$	482,609
Liabilities associated with assets held for sale			1,383						—
Below market lease intangible, net			7,370						11,121
Derivative liabilities			7,243						11,985
Operating lease liabilities			8,221						10,128
Series D Preferred Stock redemptions			30						4,074
Accounts payable, accrued expenses and other liabilities			14,639						17,131
Total Liabilities			507,043						537,048
Commitments and contingencies
Series D Cumulative Convertible Preferred Stock			63,204						84,625
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, 2,714,618 and 3,357,142 shares, respectively, issued and outstanding; $67.9 million and $83.9 million aggregate liquidation preference, respectively)			36,296						44,791
Common Stock ($0.01 par value, 200,000,000 shares authorized, 631,866 and 311 shares, respectively, issued and outstanding)			6						—
Additional paid-in capital			311,977						276,416
Accumulated deficit			(350,879)						(347,029)
Accumulated other comprehensive income			2,381						—
Total Stockholders’ Equity (Deficit)			234						(25,369)
Noncontrolling interests			31,253						57,398
Total Equity			31,487						32,029
Total Liabilities and Equity			$	601,734					$	653,702

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 13

Consolidated Statements of Operations

$ in 000s, except share and per share data

			Three Months Ended December 31,												Years Ended December 31,
			2025						2024						2025						2024
REVENUE:
Rental revenues			$	24,151					$	26,483					$	97,694					$	102,408
Other revenues			1,018						1,110						1,751						2,166
Total Revenue			25,169						27,593						99,445						104,574
OPERATING EXPENSES:
Property operations			8,547						8,996						33,044						35,286
Depreciation and amortization			5,323						6,104						22,944						25,316
Impairment charges			390						—						2,880						1,195
Corporate general & administrative			3,756						3,440						11,709						10,796
Total Operating Expenses			18,016						18,540						70,577						72,593
Gain (loss) on disposal of properties, net			3,480						(4,416)						14,354						5,550
Operating Income			10,633						4,637						43,222						37,531
Interest income			230						204						964						460
Unrealized gain on investment securities, net - related party			—						61						—						840
Interest expense			(9,120)						(8,568)						(33,758)						(32,602)
Net changes in fair value of derivative liabilities			(1,510)						41,442						4,742						(8,332)
Loss on conversion of Convertible Notes			—						(44)						(902)						(412)
Gain on preferred stock redemptions			301						1,977						1,523						4,716
Other expense			(52)						(3)						(928)						(1,489)
Net Income Before Income Taxes			482						39,706						14,863						712
Income tax expense			—						—						(26)						(1)
Net Income			482						39,706						14,837						711
Less: Net income attributable to noncontrolling interests			1,301						2,255						6,067						10,343
Net (Loss) Income Attributable to Wheeler REIT			(819)						37,451						8,770						(9,632)
Preferred Stock dividends - undeclared			(1,539)						(2,132)						(6,640)						(8,267)
Deemed contribution (distribution) related to issuance of Series D Preferred Stock			855						158						1,408						(552)
Deemed contribution related to preferred stock exchanges			1,031						56						9,558						56
Deemed distribution related to noncontrolling interests			(394)						(3,496)						(16,946)						(3,780)
Net (Loss) Income Attributable to Wheeler REIT Common Shareholders			$	(866)					$	32,037					$	(3,850)					$	(22,175)
Per common share:
Net (Loss) Income Attributable to Wheeler REIT Common Shareholders
Basic			$	(2.67)					$	186,261.63					$	(36.01)					$	(346,484.38)
Diluted			$	(2.67)					$	(3,983.84)					$	(36.01)					$	(346,484.38)
Weighted-average number of shares:
Basic			324,250						172						106,902						64
Diluted			324,250						1,918						106,902						64

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 14

Reconciliation of Non-GAAP Measures

Same-Property Net Operating Income

$ in 000s

			Three Months Ended December 31,												Years Ended December 31,
			2025						2024						2025						2024
Operating Income			$	10,633					$	4,637					$	43,222					$	37,531
Add (deduct):
(Gain) loss on disposal of properties			(3,480)						4,416						(14,354)						(5,550)
Corporate general & administrative			3,756						3,440						11,709						10,796
Impairment charges			390						—						2,880						1,195
Depreciation and amortization			5,323						6,104						22,944						25,316
Straight-line rents			(282)						(449)						(1,895)						(1,334)
Above (below) market lease amortization, net			(483)						(827)						(2,466)						(3,434)
Other non-property revenue			(877)						(912)						(945)						(1,043)
NOI related to properties not defined as Same-Property			(3)						(951)						(900)						(4,242)
Same-Property Net Operating Income			$	14,977					$	15,458					$	60,195					$	59,235
Property revenues			$	23,193					$	23,255					$	90,556					$	88,503
Property expenses			8,216						7,797						30,361						29,268
Same-Property Net Operating Income			$	14,977					$	15,458					$	60,195					$	59,235

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 15

Reconciliation of Non-GAAP Measures (continued)

FFO and AFFO

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

			Three Months Ended December 31,												Years Ended December 31,
			2025						2024						2025						2024
Net Income			$	482					$	39,706					$	14,837					$	711
Depreciation and amortization of real estate assets			5,323						6,104						22,944						25,316
Impairment charges			390						—						2,880						1,195
(Gain) loss on disposal of properties, net			(3,480)						4,416						(14,354)						(5,550)
FFO			2,715						50,226						26,307						21,672
Preferred stock dividends - undeclared			(1,539)						(2,132)						(6,640)						(8,267)
Dividends on noncontrolling interests preferred stock			(1,301)						(2,245)						(6,067)						(10,295)
Preferred stock accretion adjustments			22						22						87						87
FFO available to common stockholders and common unitholders			(103)						45,871						13,687						3,197
Other non-recurring and non-cash expenses (1)			687						—						1,256						368
Unrealized gain on investment securities, net - related party			—						(61)						—						(840)
Net changes in fair value of derivative liabilities			1,510						(41,442)						(4,742)						8,332
Loss on conversion of Convertible Notes			—						44						902						412
Gain on Preferred Stock redemptions			(301)						(1,977)						(1,523)						(4,716)
Straight-line rental revenue, net straight-line expense			(301)						(466)						(1,970)						(1,402)
Deferred financing cost amortization			656						516						2,694						2,673
Paid-in-kind interest			1,853						2,102						3,859						4,133
Above (below) market lease amortization, net			(483)						(827)						(2,466)						(3,434)
Recurring capital expenditures tenant improvement reserves			(289)						(349)						(1,404)						(1,532)
AFFO			$	3,229					$	3,411					$	10,293					$	7,191
Weighted Average Common Shares			324,250						172						106,902						64
FFO per Common Share			$	(0.32)					$	266,691.86					$	128.03					$	49,953.13
AFFO per Common Share			$	9.96					$	19,831.40					$	96.28					$	112,359.38

(1)    Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2025.

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 16

Reconciliation of Non-GAAP Measures (continued)

EBITDA

$ in 000s

						Three Months Ended December 31,												Years Ended December 31,
						2025						2024						2025						2024
Net Income						$	482					$	39,706					$	14,837					$	711
Add back:
			Depreciation and amortization (1)			4,840						5,277						20,478						21,882
			Interest Expense (2)			9,120						8,568						33,758						32,602
			Income tax expense			—						—						26						1
EBITDA						14,442						53,551						69,099						55,196
Adjustments for items affecting comparability:
			Net change in FMV of derivative liabilities			1,510						(41,442)						(4,742)						8,332
			Impairment charges			390						—						2,880						1,195
			Loss on conversion of Convertible Notes			—						44						902						412
			Gain on preferred stock redemptions			(301)						(1,977)						(1,523)						(4,716)
			Unrealized gain on investment securities, net - related party			—						(61)						—						(840)
			(Gain) loss on disposal of properties, net			(3,480)						4,416						(14,354)						(5,550)
Adjusted EBITDA						$	12,561					$	14,531					$	52,262					$	54,029

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

(2)    Includes loan cost amortization.

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 17

Debt Summary

$ in 000s

Property/Description						Monthly Payment						Interest Rate						Maturity						December 31, 2025						December 31, 2024
Variable-rate:
August 2025 Cedar Credit Facility						Interest only						6.7%						August 2027						$	—					$	—
April 2025 Cedar Bridge Loan						Interest only						5.1%						February 2028						5,966						—
Fixed-rate:
Winslow Plaza						$	24,295					4.8%						December 2025						—						4,250
Tuckernuck						$	32,202					5.0%						March 2026						4,460						4,619
Timpany Plaza						$	79,858					7.3%						September 2028						11,415						11,527
Village of Martinsville						$	89,664					4.3%						July 2029						13,849						14,313
Laburnum Square						$	37,842					4.3%						September 2029						7,499						7,625
Rivergate (1)						$	100,222					4.3%						September 2031						16,605						17,091
Convertible Notes						Interest only						7.0%						December 2031						29,353						30,865
June 2022 Term Loan						Interest only						4.3%						July 2032						72,030						75,000
JANAF						Interest only						5.3%						July 2032						60,000						60,000
October 2022 Cedar Term Loan						Interest only						5.3%						November 2032						100,441						109,571
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						60,744						61,100
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						25,500
Total Principal Balance																								482,841						499,531
Unamortized deferred financing cost																								(14,684)						(16,922)
Total Loans Payable, net																								$	468,157					$	482,609

(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 December 31,												Years Ended December 31,												Three Months Ended Changes												Years Ended Changes
			2025						2024						2025						2024						Dollar						Percent						Dollar						Percent
Property debt interest - excluding Cedar debt			$	4,273					$	4,403					$	17,275					$	17,118					$	(130)					(3.0)		%				$	157					0.9		%
Convertible Notes interest (1)			1,340						1,561						3,859						4,133						(221)						(14.2)		%				(274)						(6.6)		%
Loan prepayment premium			687						—						1,256						368						687						n/a						888						241.3		%
Amortization of deferred financing costs			656						516						2,694						2,673						140						27.1		%				21						0.8		%
Variable-rate lines of credit (2)			203						—						551						—						203						n/a						551						n/a
Property debt interest - Cedar			1,961						2,088						8,123						8,310						(127)						(6.1)		%				(187)						(2.3)		%
Total Interest Expense			$	9,120					$	8,568					$	33,758					$	32,602					$	552					6.4		%				$	1,156					3.5		%

(1) Includes the fair value adjustment for the paid-in-kind interest.

(2) Consists of the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 18

Debt Summary (continued)

Total Debt

$ in 000s

Scheduled principal repayments and maturities by year						Amount						% Total Principal Payments and Maturities
December 31, 2026						$	6,450					1.3		%
December 31, 2027						2,811						0.6		%
December 31, 2028						22,824						4.7		%
December 31, 2029						25,216						5.2		%
December 31, 2030						6,387						1.3		%
Thereafter						419,153						86.9		%
Total principal repayments and debt maturities						$	482,841					100.0		%

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 19

Property Summary

Property						Location						# of Tenants			Total Leasable SF			% 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			$	1,341		$	8.83
Beaver Ruin Village						Lilburn, GA						27			74,038			91.4		%	91.4		%	67,637			1,317			19.47
Beaver Ruin Village II						Lilburn, GA						4			34,925			100.0		%	100.0		%	34,925			506			14.48
Brook Run Shopping Center						Richmond, VA						14			147,738			81.5		%	81.5		%	120,391			915			7.60
Bryan Station						Lexington, KY						9			54,277			94.5		%	94.5		%	51,275			629			12.27
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			774			7.81
Clover Plaza						Clover, SC						10			45,575			100.0		%	100.0		%	45,575			520			11.40
Conyers Crossing						Conyers, GA						14			170,475			100.0		%	100.0		%	170,475			1,103			6.47
Crockett Square						Morristown, TN						4			107,122			100.0		%	100.0		%	107,122			993			9.27
Cypress Shopping Center						Boiling Springs, SC						19			80,435			100.0		%	100.0		%	80,435			817			10.16
Darien Shopping Center						Darien, GA						1			26,001			100.0		%	100.0		%	26,001			140			5.38
Folly Road						Charleston, SC						5			47,794			100.0		%	100.0		%	47,794			780			16.31
Forrest Gallery						Tullahoma, TN						28			214,451			91.2		%	91.2		%	195,642			1,523			7.78
Fort Howard Shopping Center						Rincon, GA						20			113,652			100.0		%	100.0		%	113,652			1,319			11.60
Freeway Junction						Stockbridge, GA						17			156,834			97.3		%	97.3		%	152,543			1,411			9.25
Franklin Village						Kittanning, PA						22			151,821			72.9		%	72.9		%	110,619			1,228			11.10
Franklinton Square						Franklinton, NC						14			65,366			95.3		%	95.3		%	62,300			617			9.91
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			736			8.33
Harrodsburg Marketplace						Harrodsburg, KY						9			60,048			94.0		%	94.0		%	56,448			501			8.88
JANAF						Norfolk, VA						110			796,624			90.6		%	89.8		%	715,712			9,851			13.76
Laburnum Square						Richmond, VA						20			109,387			97.4		%	97.4		%	106,587			1,055			9.90
Ladson Crossing						Ladson, SC						16			52,607			100.0		%	100.0		%	52,607			575			10.94
LaGrange Marketplace						LaGrange, GA						13			76,594			92.2		%	92.2		%	70,600			486			6.88
Lake Greenwood Crossing						Greenwood, SC						8			43,618			100.0		%	100.0		%	43,618			417			9.56
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
Moncks Corner						Moncks Corner, SC						1			26,800			100.0		%	100.0		%	26,800			330			12.31
Nashville Commons						Nashville, NC						12			56,100			100.0		%	100.0		%	56,100			695			12.38
New Market Crossing						Mt. Airy, NC						13			117,076			100.0		%	100.0		%	117,076			1,069			9.13
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			1,182			10.80
Port Crossing						Harrisonburg, VA						8			65,365			100.0		%	100.0		%	65,365			876			13.40
Ridgeland						Ridgeland, SC						1			20,029			100.0		%	100.0		%	20,029			140			7.00
Riverbridge Shopping Center						Carrollton, GA						11			91,188			96.9		%	96.9		%	88,375			767			8.68
Rivergate Shopping Center						Macon, GA						25			193,960			93.6		%	68.9		%	133,688			2,401			17.96
Sangaree Plaza						Summerville, SC						10			66,948			100.0		%	100.0		%	66,948			761			11.36
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			401			6.82
South Square						Lancaster, SC						6			44,350			81.0		%	81.0		%	35,900			313			8.71
St. George Plaza						St. George, SC						9			59,174			100.0		%	100.0		%	59,174			493			8.34
Sunshine Plaza						Lehigh Acres, FL						22			111,189			100.0		%	100.0		%	111,189			1,175			10.57
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			1,327			9.37
Tuckernuck						Richmond, VA						18			93,391			100.0		%	98.9		%	92,391			1,110			12.01
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		%	94.8		%	273,297			2,284			8.36
Waterway Plaza						Little River, SC						10			49,750			100.0		%	100.0		%	49,750			560			11.25
Westland Square						West Columbia, SC						12			62,735			100.0		%	100.0		%	62,735			550			8.76
						WHLR TOTAL						729			5,075,661			95.1		%	93.7		%	4,756,310			$	50,449		$	10.61

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 20

Property Summary (continued)

Property						Location						# of Tenants			Total Leasable SF			% Leased			% Occupied			Total SF Occupied			ABR (in 000's)			ABR per Occupied SF
CDR
Brickyard Plaza						Berlin, CT						11			227,598			100.0		%	100.0		%	227,598			$	2,106		$	9.25
Coliseum Marketplace						Hampton, VA						10			106,648			100.0		%	100.0		%	106,648			1,301			12.20
Fairview Commons						New Cumberland, PA						10			50,485			80.3		%	80.3		%	40,555			514			12.66
Gold Star Plaza						Shenandoah, PA						6			71,720			97.8		%	97.8		%	70,120			664			9.46
Golden Triangle						Lancaster, PA						19			202,790			90.0		%	90.0		%	182,440			2,780			15.24
Hamburg Square						Hamburg, PA						7			102,058			100.0		%	100.0		%	102,058			735			7.20
Patuxent Crossing						California, MD						27			264,068			78.2		%	78.2		%	206,609			1,866			9.03
Pine Grove Plaza						Brown Mills, NJ						17			79,306			89.9		%	89.9		%	71,306			886			12.43
Southington Center						Southington, CT						7			155,842			89.8		%	89.8		%	139,903			1,000			7.15
Timpany Plaza						Gardner, MA						18			182,820			82.9		%	82.9		%	151,460			1,571			10.37
Trexler Mall						Trexlertown, PA						24			342,541			99.7		%	99.7		%	341,544			4,016			11.76
Washington Center Shoppes						Sewell, NJ						31			157,300			98.1		%	98.1		%	154,300			2,120			13.74
						CDR TOTAL						187			1,943,176			92.4		%	92.4		%	1,794,541			$	19,559		$	10.90
COMBINED TOTAL												916			7,018,837			94.3		%	93.3		%	6,550,851			$	70,008		$	10.69

Undeveloped Land

Company

Location

Parcel Size (in acres)

Brook Run Properties

WHLR

Richmond, VA

2.00

Courtland Commons

WHLR

Courtland, VA

1.04

St. George Land

WHLR

St. George, SC

2.51

South Philadelphia parcel

CDR

Philadelphia, PA

1.35

Property Statistics Summary Consolidated

						Three Months Ended
						December 31, 2025						September 30, 2025						June 30, 2025						March 31, 2025						December 31, 2024
Number of Centers						62						66						66						69						72
Leasable Square Feet						7,018,837						7,436,018						7,436,018						7,517,677						7,660,979
Percentage Leased						94.3%						92.4%						92.0%						92.0%						93.1%
Percentage Occupied						93.3%						91.8%						91.6%						91.3%						92.3%
ABR (in 000's)						$70,008						$72,104						$71,606						$71,757						$73,448
Renewal Rent Spread						11.2%						10.6%						12.9%						12.5%						14.5%
New Rent Spread						30.4%						19.7%						14.2%						38.1%						52.5%
Capital and Tenant Improvements (in 000's)						$4,563						$6,335						$4,131						$2,077						$3,868

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 21

Property Summary (continued)

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 22

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 Feet						Annualized Base Rent Per Occupied Square Foot
			Food Lion						Grocery						$	4,179					6.0		%				484,000						6.9		%				$	8.63
			Kroger Co (1)						Grocery						2,137						3.1		%				239,000						3.4		%				8.94
			Dollar Tree						Discount Retailer						1,440						2.1		%				177,000						2.5		%				8.14
			Planet Fitness						Gym						1,268						1.8		%				134,000						1.9		%				9.46
			TJX Companies (2)						Discount Retailer						1,245						1.8		%				195,000						2.8		%				6.38
			Lowes Foods (3)						Grocery						1,236						1.8		%				130,000						1.9		%				9.51
			Piggly Wiggly						Grocery						1,183						1.7		%				135,000						1.9		%				8.76
			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
															$	15,628					22.5		%				1,790,000						25.5		%				$	8.73

(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						—						467,986						6.7		%				—		%				$	—					—		%				$	—
MTM						11						16,648						0.2		%				0.3		%				240						0.3		%				14.42
2026						113						501,955						7.2		%				7.7		%				5,700						8.1		%				11.36
2027						160						672,461						9.6		%				10.3		%				8,237						11.8		%				12.25
2028						151						1,062,417						15.1		%				16.2		%				10,138						14.5		%				9.54
2029						142						883,802						12.6		%				13.5		%				9,996						14.3		%				11.31
2030						130						1,198,083						17.1		%				18.3		%				11,074						15.8		%				9.24
2031						73						695,611						9.9		%				10.6		%				7,633						10.9		%				10.97
2032						34						421,972						6.0		%				6.4		%				3,904						5.6		%				9.25
2033						21						251,521						3.6		%				3.8		%				2,844						4.1		%				11.31
2034						33						338,791						4.8		%				5.2		%				3,675						5.3		%				10.85
2035 & thereafter						48						507,590						7.2		%				7.7		%				6,567						9.3		%				12.94
Total						916						7,018,837						100.0		%				100.0		%				$	70,008					100.0		%				$	10.69

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 23

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			—			63,174			$	—		—		%	$	—					—			—			$	—		—		%	$	—
MTM			—			—			—			—		%	—						—			—			—			—		%	—
2026			2			42,321			533			20.3		%	12.59						6			214,883			1,517			5.4		%	7.06
2027			2			49,769			459			17.5		%	9.22						5			149,546			1,221			4.4		%	8.16
2028			2			55,876			241			9.2		%	4.31						16			637,301			4,187			14.9		%	6.57
2029			2			48,789			517			19.7		%	10.60						11			380,008			3,063			10.9		%	8.06
2030			—			—			—			—		%	—						17			851,248			5,396			19.2		%	6.34
2031			1			20,858			60			2.3		%	—						11			418,970			4,045			14.4		%	9.65
2032			—			—			—			—		%	—						9			289,853			1,993			7.1		%	6.88
2033			1			43,416			819			31.0		%	—						4			152,484			1,152			4.1		%	7.55
2034			—			—			—			—		%	—						7			256,453			2,159			7.7		%	8.42
2035 & thereafter			—			—			—			—		%	—						10			375,632			3,329			11.9		%	8.86
Total			10			324,203			$	2,629		100.0		%	$	10.07					96			3,726,378			$	28,062		100.0		%	$	7.53

Non-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			—			404,812			$	—		—		%	$	—					—			—			$	—		—		%	$	—
MTM			8			16,648			213			1.1		%	12.79						3			—			27			0.1		%	—
2026			76			155,902			2,135			11.1		%	13.69						29			88,849			1,515			7.5		%	17.05
2027			110			268,597			4,233			22.0		%	15.76						43			204,549			2,324			11.6		%	11.36
2028			84			192,241			3,071			16.0		%	15.97						49			176,999			2,639			13.1		%	14.91
2029			74			216,560			3,239			16.8		%	14.96						55			238,445			3,177			15.8		%	13.32
2030			71			150,794			2,765			14.4		%	18.34						42			196,041			2,913			14.5		%	14.86
2031			28			75,768			1,201			6.2		%	15.85						33			180,015			2,327			11.6		%	12.93
2032			13			35,707			555			2.9		%	15.54						12			96,412			1,356			6.7		%	14.06
2033			9			16,108			280			1.5		%	17.38						7			39,513			593			3.0		%	15.01
2034			14			35,274			663			3.4		%	18.80						12			47,064			853			4.2		%	18.12
2035 & thereafter			13			30,683			872			4.6		%	28.42						25			101,275			2,366			11.9		%	23.36
Total			500			1,599,094			$	19,227		100.0		%	$	16.10					310			1,369,162			$	20,090		100.0		%	$	14.67

WHLR | Financial & Operating Data | as of 12/31/2025 unless otherwise stated 24

Leasing Summary

WHLR Leasing Renewals and New Leases

			Three Months Ended December 31,												Years Ended December 31,
			2025						2024						2025						2024
Renewals(1):
Leases renewed with rate increase (sq feet)			133,144						128,801						438,406						577,006
Leases renewed with rate decrease (sq feet)			—						—						—						41,985
Leases renewed with no rate change (sq feet)			—						11,041						152,586						136,446
Total leases renewed (sq feet)			133,144						139,842						590,992						755,437
Leases renewed with rate increase (count)			28						27						110						128
Leases renewed with rate decrease (count)			—						—						—						2
Leases renewed with no rate change (count)			—						1						7						8
Total leases renewed (count)			28						28						117						138
Option exercised (count)			8						5						23						26
Weighted average on rate increases (per sq foot)			$	1.23					$	1.48					$	1.70					$	1.23
Weighted average on rate decreases (per sq foot)			$	—					$	—					$	—					$	(0.65)
Weighted average rate on all renewals (per sq foot)			$	1.23					$	1.36					$	1.26					$	0.91
Weighted average change over prior rates			11.0		%				11.4		%				12.0		%				8.8		%
New Leases(1) (2):
New leases (sq feet)			96,347						24,025						200,575						162,206
New leases (count)			12						7						35						36
Weighted average rate (per sq foot)			$	11.97					$	14.91					$	13.01					$	13.84
New Rent Spread			30.4		%				37.8		%				33.6		%				31.5		%

(1)    Lease data presented is based on average rate per square foot over the renewed or new lease term.

(2)    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 12/31/2025 unless otherwise stated 25

Leasing Summary (continued)

CDR Leasing Renewals and New Leases

			Three Months Ended December 31,												Years Ended December 31,
			2025						2024						2025						2024
Renewals(1):
Leases renewed with rate increase (sq feet)			14,861						41,230						203,979						191,280
Leases renewed with rate decrease (sq feet)			—						—						—						1,375
Leases renewed with no rate change (sq feet)			2,200						5,400						5,222						21,058
Total leases renewed (sq feet)			17,061						46,630						209,201						213,713
Leases renewed with rate increase (count)			4						8						25						28
Leases renewed with rate decrease (count)			—						—						—						1
Leases renewed with no rate change (count)			1						1						3						3
Total leases renewed (count)			5						9						28						32
Option exercised (count)			—						2						10						8
Weighted average on rate increases (per sq foot)			$	2.67					$	3.57					$	1.10					$	1.72
Weighted average on rate decreases (per sq foot)			$	—					$	—					$	—					$	(7.32)
Weighted average rate on all renewals (per sq foot)			$	2.33					$	3.15					$	1.07					$	1.50
Weighted average change over prior rates			12.4		%				22.3		%				10.9		%				11.3		%
New Leases(1) (2):
New leases (sq feet)			—						9,976						51,799						68,747
New leases (count)			—						5						9						19
Weighted average rate (per sq foot)			$	—					$	31.31					$	13.22					$	15.92
New Rent Spread			—		%				79.7		%				4.9		%				3.9		%

(1)    Lease data presented is based on average rate per square foot over the renewed or new lease term.

(2)    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 12/31/2025 unless otherwise stated 26

FAQ

How did Wheeler Real Estate Investment Trust (WHLR) perform financially in 2025?

Wheeler generated higher core cash flow in 2025. FFO available to common stockholders rose to $13.7 million and AFFO reached $10.3 million, while Same-Property NOI increased 1.6%. Total revenue declined 4.9% to $99.4 million, mainly from selling properties.

What were WHLR’s occupancy and leasing metrics at year-end 2025?

The portfolio was highly occupied with strong rent spreads. At December 31, 2025 the combined portfolio was 94.3% leased and 93.3% occupied across 7.0 million square feet, with renewal rent spreads of 12.0% and new lease spreads of 33.6% for the year.

How leveraged is Wheeler REIT based on its 2025 results?

Wheeler remains highly leveraged relative to its assets. Real estate, net, totaled $484.7 million and total debt was $482.8 million, with a weighted average interest rate of 5.5% and a weighted average term of about 6.5 years on all debt.

What capital-structure actions did WHLR take on preferred stock in 2025?

The company significantly reduced preferred stock obligations. Across Wheeler and Cedar, management cut aggregate preferred stock liquidation value by $105.8 million using a combination of exchanges, conversions, redemptions and repurchases, funded partly by $41.9 million of cash outlay.

What are WHLR’s Series D Preferred Stock dividend arrears?

Series D dividends are materially in arrears. As of December 31, 2025, total cumulative dividends in arrears on the Series D Preferred Stock were $25.6 million, or $16.95 per share, highlighting ongoing obligations to that security class.

How much debt service did Wheeler REIT pay in 2025?

Interest costs were a major expense in 2025. Total interest expense was $33.8 million, including property debt interest, Convertible Notes interest, loan prepayment premiums, amortization of deferred financing costs, and interest on Cedar-related property debt.

Did Wheeler Real Estate Investment Trust announce any leadership changes?

Yes, there was a planned CFO transition. On February 13, 2026, Chief Financial Officer and Secretary Crystal Plum notified the company of her decision to resign, with her last day scheduled for March 13, 2026, and a search for a new CFO underway.

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