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Preliminary Proxy Statement ☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐
| Definitive Proxy Statement |
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| Definitive Additional Materials |
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| Soliciting Material Pursuant to Section 240.14a-12 |
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☐
| Fee paid previously with preliminary materials |
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| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
TABLE OF CONTENTS Riversedge North
2529 Virginia Beach Boulevard
Virginia Beach, VA 23452
[•], 2025 Dear Fellow Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) to be held on August 20, 2025 at 9:30 a.m., Eastern Daylight Time. The Annual Meeting will be held as a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote and submit questions during the Annual Meeting via a live webcast by visiting www.virtualshareholdermeeting.com/WHLR2025 and entering the control number provided with your proxy materials. During the Annual Meeting, you will have the opportunity to vote on each item of business discussed in the enclosed Notice of Annual Meeting of Stockholders and Proxy Statement. In addition, you will also have the opportunity to vote before the Annual Meeting at www.proxyvote.com, or by telephone or mail. The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Directors and officers of the Company will be present to answer any questions that you and other stockholders may have. Also available online for your review is our 2024 Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company. The business to be conducted at the Annual Meeting consists of: •Proposal 1: the election of eight members of the Board of Directors; •| Proposal 2: the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; | | • | Proposal 3: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock (as defined below) at an exchange ratio between one-for-two and one-for-100, and at any time from August 21, 2025 through August 31, 2025, pursuant to an amendment to the Company’s charter; |
| • | Proposal 4: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2025 through September 30, 2025, pursuant to an amendment to the Company’s charter; |
| • | Proposal 5: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2025 through October 31, 2025, pursuant to an amendment to the Company’s charter; |
| • | Proposal 6: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2025 through November 30, 2025, pursuant to an amendment to the Company’s charter; |
| • | Proposal 7: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2025 through December 31, 2025, pursuant to an amendment to the Company’s charter; |
TABLE OF CONTENTS •Proposal 8: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2026 through January 31, 2026, pursuant to an amendment to the Company’s charter; •| Proposal 9: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2026 through February 28, 2026, pursuant to an amendment to the Company’s charter; | | • | Proposal 10: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2026 through March 31, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 11: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2026 through April 30, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 12: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2026 through May 31, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 13: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2026 through June 30, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 14: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2026 through July 31, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 15: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2026 through August 31, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 16: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2026 through September 30, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 17: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2026 through October 31, 2026, pursuant to an amendment to the Company’s charter; |
| • | Proposal 18: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2026 through November 30, 2026, pursuant to an amendment to the Company’s charter; and |
| • | Proposal 19: the authorization of the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2026 through December 31, 2026, pursuant to an amendment to the Company’s charter. |
TABLE OF CONTENTS The Board of Directors unanimously recommends a vote: •FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1; •| FOR the ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2; | | • | FOR the approval of the Reverse Stock Split, as described in Proposal 3; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 4; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 5; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 6; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 7; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 8; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 9; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 10; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 11; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 12; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 13; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 14; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 15; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 16; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 17; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 18; and |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 19. |
Please indicate your vote by internet or telephone or, if you received your materials by mail, by returning the properly completed enclosed proxy card. Your vote is important, and it is important that we receive your vote as soon as possible. Sincerely, | | | | Stefani D. Carter | | | M. Andrew Franklin | Chair of the Board of Directors | | | Chief Executive Officer and President | | | | |
TABLE OF CONTENTS WHEELER REAL ESTATE INVESTMENT TRUST, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 20, 2025 Wheeler Real Estate Investment Trust, Inc. will hold its Annual Meeting on August 20, 2025, at 9:30 a.m., Eastern Daylight Time, via webcast at www.virtualshareholdermeeting.com/WHLR2025. The purpose of the Annual Meeting is to: •elect eight members of the Board of Directors (such proposal, “Proposal 1”); •| ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (such proposal, “Proposal 2”); | | • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 21, 2025 through August 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 3”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2025 through September 30, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 4”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2025 through October 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 5”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2025 through November 30, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 6”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2025 through December 31, 2025, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 7”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2026 through January 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 8”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2026 through February 28, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 9”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2026 through March 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 10”); |
TABLE OF CONTENTS •authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2026 through April 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 11”); •| authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2026 through May 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 12”); | | • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2026 through June 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 13”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2026 through July 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 14”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2026 through August 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 15”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2026 through September 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 16”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2026 through October 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 17”); |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2026 through November 30, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 18”); and |
| • | authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2026 through December 31, 2026, pursuant to an amendment to the Company’s charter (such proposal, “Proposal 19”, and each of the reverse stock splits described in Proposal 3 through Proposal 19, a “Reverse Stock Split”). |
These items of business are more fully described in the Proxy Statement. The Board of Directors unanimously recommends a vote: | • | FOR each of the director nominees listed in the enclosed Proxy Statement, as described in Proposal 1; |
| • | FOR the ratification of Cherry Bekaert LLP’s appointment, as described in Proposal 2; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 3; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 4; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 5; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 6; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 7; |
TABLE OF CONTENTS •FOR the approval of the Reverse Stock Split, as described in Proposal 8; •| FOR the approval of the Reverse Stock Split, as described in Proposal 9; | | • | FOR the approval of the Reverse Stock Split, as described in Proposal 10; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 11; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 12; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 13; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 14; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 15; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 16; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 17; |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 18; and |
| • | FOR the approval of the Reverse Stock Split, as described in Proposal 19. |
Only stockholders of record at the close of business on July 3, 2025 are entitled to vote at the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting via webcast, please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail. If you attend the Annual Meeting and hold shares in your name, you may vote in person even if you have previously submitted your proxy by telephone, over the internet, or by mail. If your shares are held in “street name” with your bank, broker, or other nominee and you wish to vote in person at the Annual Meeting, you will need to obtain a legal proxy from the institution that holds your shares. Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on August 20, 2025. | | | | | | | By order of the Board of Directors, | | | | | | | | Crystal Plum | | | | Chief Financial Officer and Corporate Secretary | | | | |
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on August 20, 2025: This Proxy Statement and our 2024 Annual Report on Form 10-K are available on the internet at www.proxyvote.com. Dated: [•], 2025
TABLE OF CONTENTS TABLE OF CONTENTS | | | | ABOUT THE MEETING | | | 2 | Location | | | 2 | Who Can Vote | | | 2 | How You Can Access the Proxy Materials | | | 2 | What is the difference between a stockholder of record and a beneficial owner of shares held in “street name”? | | | 2 | How You Can Vote in Advance of the Annual Meeting | | | 3 | How You Can Vote in Person at the Annual Meeting | | | 3 | Revocation of Proxies | | | 3 | What am I voting on? | | | 4 | Who is soliciting my vote? | | | 5 | Quorum; Vote Required | | | 5 | Other Matters to Be Acted Upon at the Annual Meeting | | | 8 | Expenses of Solicitation | | | 8 | Available Information | | | 8 | Questions | | | 8 | Corporate Governance and Board Matters | | | 9 | Corporate Governance Profile | | | 9 | Role of the Board of Directors in Risk Oversight | | | 9 | Members of the Board of Directors | | | 9 | Board of Directors Committees | | | 9 | Board of Directors Leadership Structure | | | 11 | Selection of Nominees for the Board of Directors | | | 11 | Determination of Director Independence | | | 12 | Board of Directors Meetings During Fiscal 2024 | | | 12 | Stockholder Communications with the Board of Directors | | | 12 | Code of Conduct | | | 13 | Incentive Compensation Clawback Policy | | | 13 | Hedging | | | 13 | Director Compensation | | | 13 | Executive Officers | | | 15 | Executive Compensation | | | 16 | Summary Compensation Table | | | 16 | Outstanding Equity Awards at 2024 Fiscal Year-End | | | 16 | Stock Plans | | | 16 | 2015 Long-Term Incentive Plan | | | 16 | 2016 Long-Term Incentive Plan | | | 16 | Employment Agreements with the Company’s Named Executive Officers | | | 17 | Generally | | | 17 | Employment Agreement of M. Andrew Franklin | | | 17 | Potential Payments Upon Termination or Change in Control | | | 18 | Pay Versus Performance Disclosure | | | 19 | Relationship to Compensation Actually Paid | | | 20 | Miscellaneous | | | 21 | Security Ownership of Certain Beneficial Owners and Management | | | 21 | Directors and Named Executive Officers | | | 21 | 5% + Beneficial Owners | | | 22 | Securities Authorized for Issuance Under Equity Compensation Plans | | | 22 | Certain Relationships and Related Transactions | | | 22 | Related Party Transaction Policies | | | 22 | Related Party Transactions | | | 22 | REPORT OF THE AUDIT COMMITTEE | | | 25 | | | | |
TABLE OF CONTENTS | | | | AUDIT COMMITTEE | | | 26 | Pre-Approval Policies and Procedures for Audit and Non-Audit Services | | | 27 | 2024 Fiscal Year Audit Firm Fee Summary | | | 27 | Audit Committee Pre-Approval Policies | | | 27 | PROPOSAL 1 ELECTION OF DIRECTORS | | | 28 | PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | 32 | PROPOSAL 3 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM AUGUST 21, 2025 THROUGH AUGUST 31, 2025, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 33 | PROPOSAL 4 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM SEPTEMBER 1, 2025 THROUGH SEPTEMBER 30, 2025, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 41 | PROPOSAL 5 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM OCTOBER 1, 2025 THROUGH OCTOBER 31, 2025, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 49 | PROPOSAL 6 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM NOVEMBER 1, 2025 THROUGH NOVEMBER 30, 2025, PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 57 | PROPOSAL 7 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM DECEMBER 1, 2025 THROUGH DECEMBER 31, 2025, PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 65 | PROPOSAL 8 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM JANUARY 1, 2026 THROUGH JANUARY 31, 2026,PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 73 | PROPOSAL 9 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM FEBRUARY 1, 2026 THROUGH FEBRUARY 28, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 81 | PROPOSAL 10 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM MARCH 1, 2026 THROUGH MARCH 31, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 89 | PROPOSAL 11 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM APRIL 1, 2026 THROUGH APRIL 30, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 97 | | | | |
TABLE OF CONTENTS | | | | PROPOSAL 12 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM MAY 1, 2026 THROUGH MAY 31, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 105 | PROPOSAL 13 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM JUNE 1, 2026 THROUGH JUNE 30, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 113 | PROPOSAL 14 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM JULY 1, 2026 THROUGH JULY 31, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 121 | PROPOSAL 15 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM AUGUST 1, 2026 THROUGH AUGUST 31, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 129 | PROPOSAL 16 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM SEPTEMBER 1, 2026 THROUGH SEPTEMBER 30, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 137 | PROPOSAL 17 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM OCTOBER 1, 2026 THROUGH OCTOBER 31, 2026,PURSUANT TO AN AMENDMENT TO THE COMPANY'S CHARTER | | | 145 | PROPOSAL 18 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM NOVEMBER 1, 2026 THROUGH NOVEMBER 30, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 153 | PROPOSAL 19 TO AUTHORIZE THE BOARD OF DIRECTORS TO EFFECT, IN ITS SOLE DISCRETION, A REVERSE STOCK SPLIT OF THE COMPANY'S OUTSTANDING COMMON STOCK AT AN EXCHANGE RATIO BETWEEN ONE-FOR-TWO AND ONE-FOR-100, AND AT ANY TIME FROM DECEMBER 1, 2026 THROUGH DECEMBER 31, 2026, PURSUANT TO AN AMENDMENT TO THE COMPANY’S CHARTER | | | 161 | OTHER MATTERS | | | 169 | Stockholder Proposals for the 2026 Annual Meeting | | | 169 | Form 10-K and Other Filings | | | 169 | Delinquent Section 16(a) Reports | | | 169 | Householding | | | 169 | Annex A (Proxy Card) | | | A-1 | Annex B (Proposed Charter Amendment) | | | B-1 | | | | |
TABLE OF CONTENTS WHEELER REAL ESTATE INVESTMENT TRUST, INC.
PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement before voting. The approximate date on which this Proxy Statement and form of accompanying proxy card are first being provided to stockholders, or being made available through the internet for those stockholders receiving proxy materials electronically, is [•], 2025. 2025 Annual Meeting of Stockholders | | | | Date and Time: | | | August 20, 2025 at 9:30 a.m., Eastern Daylight Time | | | | | Place: | | | Via webcast, at www.virtualshareholdermeeting.com/WHLR2025 | | | | | Record Date: | | | July 3, 2025 | | | | |
Voting Matters and Board of Directors Recommendation | | | | 1. Election of Eight Directors, as described in Proposal 1 | | | FOR | 2. Ratification of Cherry Bekaert LLP as the Independent Registered Public Accounting Firm, as described in Proposal 2 | | | FOR | 3. Approval of the Reverse Stock Split, as described in Proposal 3 | | | FOR | 4. Approval of the Reverse Stock Split, as described in Proposal 4 | | | FOR | 5. Approval of the Reverse Stock Split, as described in Proposal 5 | | | FOR | 6. Approval of the Reverse Stock Split, as described in Proposal 6 | | | FOR | 7. Approval of the Reverse Stock Split, as described in Proposal 7 | | | FOR | 8. Approval of the Reverse Stock Split, as described in Proposal 8 | | | FOR | 9. Approval of the Reverse Stock Split, as described in Proposal 9 | | | FOR | 10. Approval of the Reverse Stock Split, as described in Proposal 10 | | | FOR | 11. Approval of the Reverse Stock Split, as described in Proposal 11 | | | FOR | 12. Approval of the Reverse Stock Split, as described in Proposal 12 | | | FOR | 13. Approval of the Reverse Stock Split, as described in Proposal 13 | | | FOR | 14. Approval of the Reverse Stock Split, as described in Proposal 14 | | | FOR | 15. Approval of the Reverse Stock Split, as described in Proposal 15 | | | FOR | 16. Approval of the Reverse Stock Split, as described in Proposal 16 | | | FOR | 17. Approval of the Reverse Stock Split, as described in Proposal 17 | | | FOR | 18. Approval of the Reverse Stock Split, as described in Proposal 18 | | | FOR | 19. Approval of the Reverse Stock Split, as described in Proposal 19 | | | FOR | | | | |
TABLE OF CONTENTS WHEELER REAL ESTATE INVESTMENT TRUST, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 20, 2025 The Board of Directors of Wheeler Real Estate Investment Trust, Inc. (the “Company” or “we” or “us”) is soliciting proxies to be used at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Beginning on or about [•], 2025, the Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to our stockholders of record as of July 3, 2025 (the “Record Date”). ABOUT THE MEETING Location The Annual Meeting will be held on August 20, 2025 at 9:30 a.m., Eastern Daylight Time, via webcast at www.virtualshareholdermeeting.com/WHLR2025. The Annual Meeting will be held in a virtual meeting format only. Who Can Vote Record holders of the Company’s common stock, $0.01 par value per share (“Common Stock”), at the close of business on the Record Date may vote at the Annual Meeting. On the Record Date, [•] shares of Common Stock were outstanding. Each share is entitled to cast one vote. How You Can Access the Proxy Materials We are providing access to our proxy materials (including this Proxy Statement and our 2024 Annual Report on Form 10-K) over the internet pursuant to rules adopted by the Securities and Exchange Commission (“SEC”). Beginning on or about [•], 2025, the Notice is being mailed to our stockholders of record as of the Record Date. The Notice includes instructions on how to view the electronic proxy materials on the internet, which will be available to all stockholders beginning on or about [•], 2025. The Notice also includes instructions on how to elect to receive future proxy materials by email. If you choose to receive future proxy materials by email, next year you will receive an email with a link to the proxy materials and proxy voting site and will continue to receive proxy materials in this manner until you terminate your election. We encourage you to take advantage of the availability of our proxy materials on the internet. If you wish to receive a printed copy of the proxy materials, including the proxy card, you may request that they be mailed to you at no cost by following the instructions on the Notice. In addition, you may choose to receive future proxy materials by mail by following the instructions on the Notice. What is the difference between a stockholder of record and a beneficial owner of shares held in “street name”? Stockholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare Inc., you are considered the stockholder of record with respect to those shares and the Notice is being sent directly to you by the Company. As a stockholder of record, you can vote your shares via the internet, telephone or mail, or by attending the Annual Meeting. If you request printed copies of the proxy materials by mail, you will also receive a proxy card. Beneficial Owner of Shares Held in “Street Name”. If your shares are held in an account at a bank, broker, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials by mail, you will also receive a voting instruction form from the organization holding your shares.
TABLE OF CONTENTS How You Can Vote in Advance of the Annual Meeting If you are a stockholder of record, you may vote your shares using any of the following methods: •Via the Internet. To vote via the internet, visit www.proxyvote.com and follow the instructions on your Notice or the proxy card. You will need the control number included on your Notice or the proxy card, as applicable. •| By Telephone. To vote by telephone, dial toll-free 1-800-690-6903 and follow the recorded instructions. You will need the control number included on the Notice or the proxy card, as applicable. | | • | By Mail. If you request printed copies of the proxy materials be sent to you by mail, you may vote by proxy by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope. |
If you vote via the internet or by telephone, there is no need to return a proxy card by mail. The proxy you submit will be voted in accordance with your instructions. If you are a beneficial owner of shares held in “street name”: You will need to follow the voting instructions provided by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Annual Meeting. The availability of internet or telephone voting will depend upon your bank’s, broker’s, or other nominee’s voting process. Please note that internet and telephone voting will close at 11:59 p.m., Eastern Daylight Time, on August 19, 2025. How You Can Vote in Person at the Annual Meeting The Annual Meeting will be a virtual meeting of stockholders held via live webcast, which will be accessible at the date and time given above. The live webcast will provide stockholders with the opportunity to vote and ask questions. The virtual Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Because our Annual Meeting is being held virtually over the internet, when we refer to “in person” for aspects pertaining to the Annual Meeting, we mean live virtual attendance through the means described in this proxy statement. If you are a stockholder of record: If you are a stockholder of record, you do not need to register to attend the Annual Meeting virtually on the internet. Record stockholders should follow the instructions provided on their Notice and in their proxy materials. If you are a beneficial owner of shares held in “street name”: If you hold your shares in “street name”, you are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our Common Stock on your own behalf at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Revocation of Proxies If you submit your proxy over the internet, by telephone or by mail, you may change your vote by subsequently properly submitting a new proxy. Only your most recent proxy will be exercised, and all others will be disregarded, regardless of the method by which the proxies were authorized. You may also revoke your earlier proxy by voting in person at the Annual Meeting. Your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in “street name”, you should follow the instructions provided by your bank, broker, or other nominee to revoke your proxy. Notices of revocation of proxies delivered by mail should be delivered prior to the Annual Meeting to the Company’s principal offices at Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452, Attention: Crystal Plum, Corporate Secretary.
TABLE OF CONTENTS What am I voting on? You will be voting on the following: (1)
Proposal 1: To elect eight members of the Board of Directors, to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified or until any such director’s earlier resignation, retirement or other termination of service; (2)
Proposal 2: To ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; | (3)
| Proposal 3: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 21, 2025 through August 31, 2025, pursuant to an amendment to the Company’s charter; |
(4)
| Proposal 4: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2025 through September 30, 2025, pursuant to an amendment to the Company’s charter; |
(5)
| Proposal 5: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2025 through October 31, 2025, pursuant to an amendment to the Company’s charter; |
(6)
| Proposal 6: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2025 through November 30, 2025, pursuant to an amendment to the Company’s charter; |
(7)
| Proposal 7: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2025 through December 31, 2025, pursuant to an amendment to the Company’s charter; |
(8)
| Proposal 8: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from January 1, 2026 through January 31, 2026, pursuant to an amendment to the Company’s charter; |
(9)
| Proposal 9: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from February 1, 2026 through February 28, 2026, pursuant to an amendment to the Company’s charter; |
(10)
| Proposal 10: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from March 1, 2026 through March 31, 2026, pursuant to an amendment to the Company’s charter; |
(11)
| Proposal 11: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from April 1, 2026 through April 30, 2026, pursuant to an amendment to the Company’s charter; |
(12)
| Proposal 12: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from May 1, 2026 through May 31, 2026, pursuant to an amendment to the Company’s charter; |
(13)
| Proposal 13: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from June 1, 2026 through June 30, 2026, pursuant to an amendment to the Company’s charter; |
TABLE OF CONTENTS (14)
Proposal 14: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from July 1, 2026 through July 31, 2026, pursuant to an amendment to the Company’s charter; (15)
Proposal 15: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from August 1, 2026 through August 31, 2026, pursuant to an amendment to the Company’s charter; | (16)
| Proposal 16: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from September 1, 2026 through September 30, 2026, pursuant to an amendment to the Company’s charter; |
(17)
| Proposal 17: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from October 1, 2026 through October 31, 2026, pursuant to an amendment to the Company’s charter; |
(18)
| Proposal 18: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from November 1, 2026 through November 30, 2026, pursuant to an amendment to the Company’s charter; and |
(19)
| Proposal 19: To authorize the Board of Directors to effect, in its sole discretion, a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between one-for-two and one-for-100, and at any time from December 1, 2026 through December 31, 2026, pursuant to an amendment to the Company’s charter. |
Who is soliciting my vote? The Board of Directors, on behalf of the Company, is soliciting your proxy to vote your shares of our Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend in person. By submitting your proxy and voting instructions by telephone or via the internet, or if you have chosen to receive your proxy materials by mail, by completing, signing, dating and returning the proxy card or voting instruction form, you are authorizing the persons named as proxies to vote your shares of our Common Stock at the Annual Meeting as you have instructed. Quorum; Vote Required The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Pursuant to the Company’s charter, only holders of shares of Common Stock as of the record date of July 3, 2025 are entitled to vote at the Annual Meeting. As of July 3, 2025, there were [•] shares of Common Stock issued and outstanding. If you are the record owner of your shares and you attend the Annual Meeting or return a properly executed proxy card, then your shares will be counted as present for purposes of determining a quorum at the Annual Meeting. If you are a beneficial owner whose shares are held of record by a broker and wish to direct how your shares should be voted, then you must instruct the broker how to vote your shares. If you do not provide voting instructions, then your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote”. In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the rules of the various regional and national exchanges of which your broker is a member. If you are a beneficial owner whose shares are held of record by a broker, then your broker has discretionary voting authority to vote your shares on the ratification of the appointment of Cherry Bekaert LLP as our independent registered certified public accounting firm for fiscal year 2025 (Proposal 2) and the Reverse Stock Split proposals (Proposals 3 through 19), even if the broker does not receive voting instructions from you.
TABLE OF CONTENTS However, your broker does not have discretionary authority to vote on the election of directors (Proposal 1) without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on this matter. Accordingly, it is very important that you instruct your broker or other nominee on how to vote shares that you hold in street name. Election of Directors (Proposal 1). A plurality of all the votes cast on this matter at a meeting at which a quorum is present is required for the election of a director. This means that the director nominee with the most votes for a particular slot is elected to that slot. In voting on the election of directors, you may vote “FOR” or “WITHHOLD” from voting as to each director nominee. For purposes of the vote on this proposal, neither a “WITHHOLD” vote nor a broker non-vote will have any impact on the outcome of the vote on this proposal. Ratification of the Appointment of Cherry Bekaert LLP (Proposal 2). The affirmative vote of a majority of the votes cast on this matter at a meeting at which a quorum is present is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have no impact on the outcome of the vote on this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 3). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 4). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 5). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 6). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 7). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 8). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 9). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal.
TABLE OF CONTENTS Reverse Stock Split (Proposal 10). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 11). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 12). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 13). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 14). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 15). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 16). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 17). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 18). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Reverse Stock Split (Proposal 19). The affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast is required to approve this proposal. In voting for this proposal, you may vote “FOR”, “AGAINST” or “ABSTAIN”. For purposes of the vote on this proposal, abstentions will have the same effect as a vote “AGAINST” this proposal. This proposal is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal.
TABLE OF CONTENTS If you received multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all your shares are voted. If a proxy is executed and returned but no instructions are given, the shares will be voted according to the recommendations of the Board of Directors. The Board of Directors unanimously recommends a vote FOR each director nominee on Proposal 1; and FOR Proposals 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19. Other Matters to Be Acted Upon at the Annual Meeting We do not know of any other matters to be validly presented or acted upon at the Annual Meeting. If any other matter is presented at the Annual Meeting on which a vote may be properly taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares. Expenses of Solicitation The Company is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. Some of our directors, officers and employees may solicit proxies personally, without any additional compensation, by telephone or mail. Available Information Our internet website address is www.whlr.us. We make available free of charge through our website our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. In addition, we have posted the charters of our Board Committees, as well as our Insider Trading Policy, Code of Business Conduct and Ethics (the “Code of Conduct”), and Corporate Governance Principles, all under separate headings. These documents are not incorporated in this instrument by reference. We will also provide a copy of these documents free of charge to stockholders upon written request. Questions You may call our Corporate Secretary at 757-627-9088 if you have any questions. PLEASE VOTE — YOUR VOTE IS IMPORTANT
TABLE OF CONTENTS CORPORATE GOVERNANCE AND BOARD MATTERS The affairs of the Company are managed by the Board of Directors. Directors are elected at the annual meeting of stockholders each year or, in the event of a vacancy, elected by the incumbent Board of Directors, and serve until the next annual meeting of stockholders or until a successor has been elected or approved. Corporate Governance Profile Our Board of Directors currently consists of eight directors. All of the directors are independent as determined in accordance with the listing standards established by Nasdaq Stock Market, and our Board of Directors makes an affirmative determination as to the independence of each of our directors on an annual basis. We have adopted a Code of Conduct and Corporate Governance Principles, each of which are available on our website, under separate headings. Role of the Board of Directors in Risk Oversight One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from the Audit Committee, Compensation Committee, Governance and Nominating Committee (the “Nominating Committee”), Executive Committee, Litigation Committee, and Related Person Transactions Committee (the “RPT Committee”), each of which addresses risks specific to its respective areas of oversight. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures, including cybersecurity risk, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Nominating Committee oversees the corporate governance policies and practices of the Company, and develops and recommends to the Board of Directors any changes or additions to the governance policies and practices it deems appropriate. The Executive Committee has the ability to act with the full authority of the Board of Directors, in intervals between meetings of the Board of Directors, particularly when there is a need for prompt review and action of the Board of Directors, and it is impractical to arrange a meeting of the Board of Directors within the time reasonably available. The Litigation Committee is responsible for overseeing any material litigation matters involving the Company, and assisting the Board of Directors in fulfilling its oversight responsibilities with respect to such matters. The RPT Committee is responsible for overseeing and approving “Related Person Transactions” (as such term is defined in the charter for the Committee) of the Company. Members of the Board of Directors As of [•], 2025, the members of the Board of Directors (and their respective committee memberships) are identified below: | | | | | | | | | | | | | | | | | | | E.J. Borrack | | | — | | | Member | | | — | | | — | | | Chair | | | — | Robert G. Brady | | | Member | | | — | | | — | | | — | | | — | | | — | Kerry G. Campbell | | | Chair | | | — | | | — | | | — | | | — | | | Member | Stefani D. Carter | | | — | | | — | | | Member | | | Chair | | | Member | | | Chair | Rebecca Musser | | | Member | | | — | | | — | | | — | | | — | | | — | Megan Parisi | | | — | | | — | | | Member | | | — | | | — | | | — | Dennis Pollack(1) | | | Member | | | — | | | — | | | — | | | — | | | — | Joseph D. Stilwell | | | — | | | Chair | | | Chair | | | Member | | | — | | | — | | | | | | | | | | | | | | | | | | | |
(1)
Mr. Pollack’s term as a director of the Company will expire at the Annual Meeting. Mr. Pollack will not stand for re-election. Board of Directors Committees Our Board of Directors has established six committees: Audit Committee, Compensation Committee, Nominating Committee, Executive Committee, Litigation Committee, and RPT Committee. The principal functions of each committee are briefly described below. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of the Company.
TABLE OF CONTENTS Audit Committee. Our Audit Committee currently consists of four directors: Kerry G. Campbell, Dennis Pollack, Robert G. Brady and Rebecca Musser. Mr. Campbell is the Chair of the Audit Committee. Mr. Campbell qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and the Nasdaq Stock Market corporate governance requirements. In addition, each of the Audit Committee members is “financially sophisticated” as that term is defined by the Nasdaq Stock Market corporate governance requirements. The functions of the Audit Committee are described below under the heading “Report of the Audit Committee.” The charter of the Audit Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the Audit Committee are independent within the meaning of SEC regulations, the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Audit Committee met four times in 2024. Compensation Committee. Our Compensation Committee currently consists of two directors: Joseph D. Stilwell and E.J. Borrack. Mr. Stilwell is the Chair of the Compensation Committee. The Compensation Committee is responsible for overseeing compensation paid to the Company’s principal executive officers. The charter of the Compensation Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the Compensation Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Compensation Committee met once in 2024. Executive Committee. Our Executive Committee currently consists of two directors: Joseph D. Stilwell and Stefani D. Carter. Ms. Carter is the Chair of the Executive Committee. The purpose of the Executive Committee is to generally act with the full authority of the Board of Directors, in intervals between meetings of the Board of Directors, particularly when there is a need for prompt review and action of the Board of Directors, and it is impractical to arrange a meeting of the Board of Directors within the time reasonably available. However, the Executive Committee does not have the authority to act on any matters that are expressly delegated to other committees of the Board of Directors or are under active review by the Board of Directors or another committee of the Board of Directors. The Executive Committee was formed in February 2020. The charter of the Executive Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All members of the Executive Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Executive Committee met three times in 2024. Governance and Nominating Committee. Our Nominating Committee currently consists of three directors: Joseph D. Stilwell, Stefani D. Carter and Megan Parisi. Mr. Stilwell is the Chair of the Nominating Committee. The Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Principles. In addition, the Nominating Committee develops and reviews background information on candidates for the Board of Directors and makes recommendations to the Board of Directors regarding such candidates. The Nominating Committee also prepares and supervises the Board of Directors’ annual review of director independence. The charter of the Nominating Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the Nominating Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Nominating Committee met twice in 2024. Litigation Committee. Our Litigation Committee currently consists of two directors: E.J. Borrack and Stefani D. Carter. Ms. Borrack is the Chair of the Litigation Committee. The Litigation Committee is responsible for overseeing any material litigation matters involving the Company and assisting the Board of Directors in fulfilling its oversight responsibilities with respect to such matters. In addition, the Litigation Committee has the authority to retain outside counsel or other experts or consultants as it deems appropriate in connection with any such matters, including the authority to approve the fees and other retention terms for such persons. The charter of the Litigation Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All members of the Litigation Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Litigation Committee met once in 2024. Related Person Transactions Committee. Our RPT Committee currently consists of two directors: Stefani D. Carter and Kerry G. Campbell. Ms. Carter is the Chair of the RPT Committee. The RPT Committee is responsible for overseeing and approving Related Person Transactions of the Company. The charter of the
TABLE OF CONTENTS RPT Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the RPT Committee are independent within the meaning of SEC regulations, the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The RPT Committee met twice in 2024. Board of Directors Leadership Structure The Board of Directors does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chair of the Board of Directors. At present, the Board of Directors believes that it is in the best interests of the Company that these roles be separate, in order to permit each person to focus on his or her primary role, which provides an appropriate balance between the managerial responsibilities of the Chief Executive Officer and the independent oversight and strategic direction provided by our Board of Directors. Further, the Board of Directors believes this issue is part of the succession planning process and that it is in the best interests of the Company for the Board of Directors to make a determination on a case-by-case basis when it selects a new Chief Executive Officer and President or elects a new Chair of the Board of Directors. The current Chief Executive Officer and President, M. Andrew Franklin, is not a member of the Board of Directors. The current Chair of the Board of Directors is Stefani D. Carter. Selection of Nominees for the Board of Directors The Nominating Committee will consider candidates for Board of Directors membership that are suggested by its members and other members of the Board of Directors, as well as management and stockholders. A stockholder who wishes to recommend a prospective nominee for the Board of Directors should notify the Company’s Corporate Secretary or any member of the Nominating Committee in writing with supporting material that the stockholder considers appropriate. The Nominating Committee will also consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Company’s Bylaws relating to stockholder nominations. Once the Nominating Committee has identified a prospective nominee, the committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on a number of factors and the information provided to the committee with the recommendation of the prospective candidate will be important. The preliminary determination will be based primarily on the need for additional members of the Board of Directors to fill vacancies or the need to expand the size of the Board of Directors, as well as the likelihood that the prospective nominee can satisfy the evaluation factors described below. We do not have a diversity policy. The Nominating Committee considers the directors and nominees in terms of skills and experience, and how they may contribute to the overall effectiveness of our Board of Directors, as generally set out in the Company’s Corporate Governance Principles. The Nominating Committee evaluates the prospective nominee against the following standards and qualifications: •whether the prospective nominee is a stockholder of the Company; •| the ability of the prospective nominee to represent the interests of the Company; | | • | the prospective nominee’s standards of integrity, commitment and independence of thought and judgment; |
| • | the prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards, as specifically set out in the Company’s Corporate Governance Principles; and |
| • | the extent to which the prospective nominee contributes to the talent, skill and expertise appropriate for the Board of Directors. |
The Nominating Committee does not consider race, sex or creed in its evaluation of any director or nominee. The Nominating Committee also considers such other relevant factors as it deems appropriate, including (without limitation) the current composition of the Board of Directors, the need for Audit Committee expertise, and evaluations of other prospective nominees. In connection with this evaluation, the Nominating Committee determines whether to interview the prospective nominee and, if warranted, one or more members of the committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Nominating Committee makes a recommendation to the full Board of Directors as to the persons who should be nominated by the Board of Directors, and the Board of Directors determines the nominees after considering the recommendation of the committee.
TABLE OF CONTENTS Stockholders who wish to recommend nominees for election as directors should provide those recommendations in writing to our Corporate Secretary, specifying the nominee’s name and qualifications for membership on the Board of Directors. For a stockholder to nominate a director candidate, the stockholder must comply with the advance notice provisions and other requirements of Section 11 of Article II of our Bylaws. We urge any stockholder who intends to recommend a director candidate to the Nominating Committee for consideration to review thoroughly our Nominating Committee Charter and Section 11 of Article II of our Bylaws. Copies of our Governance and Nominating Committee Charter and our Bylaws are available upon written request to the Corporate Secretary, Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452. Determination of Director Independence The Board of Directors reviews the independence of each director yearly. During this review, the Board of Directors considers whether there are any transactions and relationships between any director (and his or her immediate family and affiliates) and the Company and its management to determine, to the extent such transactions and relationships exist, whether any such relationships or transactions are inconsistent with a determination that the director is independent in light of applicable law and listing standards. The Company believes that its Board of Directors consists of directors who are all independent under the definition of independence provided by Nasdaq Listing Rule 5605(a)(2). Board of Directors Meetings During Fiscal 2024 The Board of Directors met ten times during fiscal year 2024. No director attended fewer than 75%, in the aggregate, of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served (during the periods that he or she served). Under the Company’s Corporate Governance Principles, directors are expected to attend Board of Directors’ meetings and meetings of committees on which they serve, spend the time needed, and meet as frequently as necessary to discharge their responsibilities properly. In addition, each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties. Although we do not have a policy requiring director attendance at an annual meeting of stockholders, directors are encouraged to attend the annual meeting of stockholders. All of our director nominees who were directors at the time of our 2024 annual meeting of stockholders attended the 2024 annual meeting. Stockholder Communications with the Board of Directors Stockholders and other parties interested in communicating directly with the Board of Directors, including communications regarding concerns relating to accounting, internal accounting controls or audit measures, or fraud or unethical behavior, may do so by writing to the directors at the following address: Wheeler Real Estate Investment Trust, Inc., Attention: Corporate Secretary, Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452. The Nominating Committee of the Board of Directors has approved a process for handling letters received by the Company and addressed to members of the Board of Directors but received at the Company. Under that process, the Corporate Secretary of the Company reviews all such correspondence and regularly forwards to the Board of Directors all such correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board of Directors or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board of Directors and received by the Company and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Chair of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.
TABLE OF CONTENTS Code of Conduct The Company has adopted a Code of Conduct applicable to the directors, officers and employees, which is available on the Investor Relations tab of our website (https://ir.whlr.us). The Company will post any amendments to or waivers from its Code of Conduct (to the extent applicable to the Company’s Chief Executive Officer and Chief Financial Officer) on its website. Incentive Compensation Clawback Policy We strive to maintain a culture that emphasizes integrity and accountability and reinforces our pay-for-performance compensation philosophy. Accordingly, the Board has adopted an Incentive Compensation Clawback Policy (the “Clawback Policy”), which provides that, in the event of an accounting restatement, the Compensation Committee shall have the discretion and authority to promptly recoup the amount of any incentive-based compensation received by an executive officer that exceeds the amount of incentive-based compensation that would have been received by the executive officer had it been determined based on the restated amounts. The Clawback Policy is available on the Investor Relations tab of our website (https://ir.whlr.us). Insider Trading Policy The Company has adopted the WHLR Insider Trading Policy, which applies to our directors, officers, and employees, and has implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards. The WHLR Insider Trading Policy is available on the Investor Relations tab of our website (https://ir.whlr.us). A copy of the WHLR Insider Trading Policy is filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K. Hedging As of the date hereof, the Company does not have a policy regarding hedging activities. Director Compensation It is our policy that any employees of our Company or its subsidiaries who may also be directors of our Company or its subsidiaries shall not receive any compensation for their services as directors. As of the date hereof, the Company does not have any employee directors. However, the Company’s Chief Executive Officer and Chief Financial Officer also serve as directors of our subsidiary, Cedar Realty Trust, Inc. (“Cedar”). Consistent with the above policy, our Chief Executive Officer and Chief Financial Officer do not receive any compensation for their services as directors of Cedar. For fiscal year 2024, the Company’s non-employee directors were entitled to annual cash compensation in the amount of $65,000 for their services as directors, which represents an annual increase of $5,000 from 2023, effective as of November 7, 2024. An additional annual cash retainer of $40,000 is paid to the Chair of the Company’s Board of Directors. All compensation is paid to directors quarterly. Non-employee directors who serve on the Board of Directors of Cedar are entitled to annual cash compensation in the amount of $50,000 for their services as directors, with an additional annual cash retainer of $40,000 for service as Chair of the Cedar Board of Directors. We reimburse each of our directors for his or her expenses incurred in connection with attendance at Board of Directors and Committee meetings.
TABLE OF CONTENTS The following table summarizes our directors’ compensation for 2024: | | | | | | | | | | E.J. Borrack | | | $110,740 | | | — | | | $110,740 | Robert G. Brady(2) | | | 39,781 | | | — | | | 39,781 | Kerry G. Campbell | | | 150,740 | | | — | | | 150,740 | Stefani D. Carter | | | 100,740 | | | — | | | 100,740 | Saverio M. Flemma(3) | | | 20,877 | | | — | | | 20,877 | Rebecca Musser(4) | | | 24,452 | | | | | | 24,452 | Megan Parisi | | | 60,740 | | | — | | | 60,740 | Dennis Pollack(5) | | | 60,740 | | | — | | | 60,740 | Joseph D. Stilwell | | | 60,740 | | | — | | | 60,740 | | | | | | | | | | |
(1)
Includes the following amounts payable to directors for service as directors of Cedar: Mr. Campbell, $90,000; and Ms. Borrack, $50,000. (2)
Mr. Brady was elected to the Board of Directors at the 2024 Annual Meeting. | (3)
| Mr. Flemma’s term as a director of the Company expired at the Company’s 2024 Annual Meeting, and he did not stand for reelection. |
(4)
| Ms. Musser was elected to the Board of Directors on August 8, 2024. |
(5)
| Mr. Pollack’s term as a director of the Company will expire at the Annual Meeting, and he will not stand for re-election. |
TABLE OF CONTENTS EXECUTIVE OFFICERS M. Andrew Franklin
Chief Executive Officer and President since October 2021
Age — 44 Andrew Franklin was appointed Chief Executive Officer and President in October 2021. In August 2022, he was appointed Director, Chief Executive Officer and President of Cedar. He previously served in the following roles at the Company: Interim Chief Executive Officer since July 2021; Chief Operating Officer since February 2018; and Senior Vice President of Operations since January 2017. Mr. Franklin has over 25 years of commercial real estate experience. Mr. Franklin is a graduate of the University of Maryland, with a Bachelor of Science degree in Finance. Crystal Plum
Chief Financial Officer since February 2020
Age — 43 Crystal Plum was appointed Chief Financial Officer in February 2020. Ms. Plum has also served as Chief Financial Officer, Treasurer, and Director of Cedar since August 2022. She previously served in the following roles at the Company: Corporate Secretary of Cedar from August 2022 through November 2023; Vice President of Financial Reporting and Corporate Accounting from March 2018 to February 2020; and Director of Financial Reporting from September 2016 to March 2018. Prior to that time, she served as a Manager at Dixon Hughes Goodman LLP from September 2014 to August 2016 and as a Supervisor at Dixon Hughes Goodman LLP from 2008 to September 2014. Ms. Plum has experience reviewing and performing audits, reviews, compilations and tax engagements for a diverse group of clients, as well as banking experience. Ms. Plum is a Certified Public Accountant and has a Bachelor of Science in Business Administration — Accounting and Finance from Old Dominion University.
TABLE OF CONTENTS EXECUTIVE COMPENSATION Smaller Reporting Company We are a “smaller reporting company” as defined under applicable SEC rules. As a smaller reporting company, we are not required to include in this Proxy Statement a Compensation Discussion and Analysis section and are permitted to include scaled disclosure with respect to certain executive compensation information otherwise required by Item 402 of Regulation S-K. Summary Compensation Table The table below summarizes the total compensation for the fiscal years indicated paid or awarded to each of our named executive officers (“NEO”), calculated in accordance with SEC rules and regulations. Except as otherwise provided herein or where the context otherwise requires, all per share amounts, amount of Common Stock outstanding, and other discussion of the Company’s Common Stock for all periods presented in this Executive Compensation section and elsewhere in this Proxy Statement reflect the one-for-10 reverse stock split effected on August 17, 2023, the one-for-24 reverse stock split effected on May 16, 2024, the one-for-five reverse stock split effected on June 27, 2024, the one-for-three reverse stock split effected on September 19, 2024, the one-for-two reverse stock split effected on November 18, 2024, the one-for-four reverse stock split effected on January 27, 2025; the one-for-five reverse stock split effected on March 26, 2025; and the one-for-seven reverse stock split effected on May 26, 2025 (the “May 2025 Reverse Stock Split”). | | | | | | | | | | | | | | | | | | | M. Andrew Franklin
Chief Executive Officer and President
| | | 2024 | | | $400,000.00 | | | $200,000.00 | | | $— | | | $44,626.00 | | | $644,626.00 | | 2023 | | | $400,000.00 | | | $200,000.00 | | | $— | | | $45,466.00 | | | $645,466.00 | | 2022 | | | $400,000.00 | | | $175,000.00 | | | $— | | | $42,121.00 | | | $617,121.00 | Crystal Plum
Chief Financial Officer
| | | 2024 | | | $250,000.00 | | | $125,000.00 | | | $— | | | $11,947.00 | | | $386,947.00 | | 2023 | | | $250,000.00 | | | $125,000.00 | | | $— | | | $12,319.00 | | | $387,319.00 | | 2022 | | | $250,000.00 | | | $100,000.00 | | | $— | | | $11,737.00 | | | $361,737.00 | | | | | | | | | | | | | | | | | | | |
(1)
A portion of each of the salaries and bonuses for each of our NEOs in 2024 and 2023 were allocated to the Company’s subsidiary, Cedar, according to the terms of that certain Cost Sharing Agreement entered into by and between the Company and Cedar in connection with their merger in August 2022. In particular, the salary and bonus allocations, respectively, for 2024 and 2023 were approximately as follows for each NEO: (a) Mr. Franklin - $137,000 and $0, respectively for 2024 and $159,000 and $70,000, respectively for 2023; and (b) Ms. Plum - $84,000 and $0, respectively, for 2024 and $99,000 and $44,000, respectively, for 2023. (2)
The amounts reported in this column for fiscal year 2024 include the following: | | | | | | | | | | | | | | | | | | | | | | | M. Andrew Franklin | | | 2024 | | | $11,716 | | | $3,876 | | | $420 | | | $392 | | | $28,222 | | | $44,626 | Crystal Plum | | | 2024 | | | $9,259 | | | $1,932 | | | $240 | | | $516 | | | $— | | | $11,947 | | | | | | | | | | | | | | | | | | | | | | |
Outstanding Equity Awards at 2024 Fiscal Year-End None Stock Plans 2015 Long-Term Incentive Plan Following the May 2025 Reverse Stock Split, there are no more shares of Common Stock available under our 2015 Long-Term Incentive Plan. 2016 Long-Term Incentive Plan Following the May 2025 Reverse Stock Split, there are no more shares of Common Stock available under our 2016 Long-Term Incentive Plan.
TABLE OF CONTENTS Policies and Practices Related to the Grant of Certain Equity Awards The Company currently does not plan to grant equity awards, including stock options, to officers, directors, employees, or service providers; accordingly, the Company does not have a formal policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Employment Agreements with the Company’s Named Executive Officers Generally In February 2018, we entered into an employment agreement with M. Andrew Franklin, who was at that time our Chief Operating Officer. In October 2021, Mr. Franklin was appointed as our Chief Executive Officer and President. Mr. Franklin’s employment agreement continued in effect as described below. In August 2021, we entered into an employment agreement with Crystal Plum, our Chief Financial Officer (the “Plum Employment Agreement”). On August 13, 2024, the Plum Employment Agreement expired by its terms, and following such expiration, Ms. Plum remained employed by the Company on an “at will” basis. Employment Agreement of M. Andrew Franklin General Terms. On February 14, 2018, the Company, on its own behalf and on behalf of its subsidiaries, including Wheeler REIT, L.P., entered into an employment agreement with M. Andrew Franklin (the “Franklin Employment Agreement”) for a period of three years beginning on February 14, 2018, and ending on February 13, 2021 (the “Initial Term”). At the end of the Initial Term, the Franklin Employment Agreement automatically renews for subsequent one-year terms on a year-over-year basis unless terminated pursuant to the terms of the Franklin Employment Agreement. Under the terms of the Franklin Employment Agreement, Mr. Franklin is entitled to the following compensation: •Base salary of $250,000 per annum (subsequently increased to $400,000 effective upon Mr. Franklin’s appointment as Chief Executive Officer and President); and •| Reimbursement of reasonable and necessary business expenses, and eligibility to participate in any current or future bonus, incentive, and other compensation and benefit plans available to the Company’s executives. | Severance Terms. Under the Franklin Employment Agreement, if Mr. Franklin’s employment were terminated by the Company without “Cause” (as defined in the Franklin Employment Agreement), then Mr. Franklin would generally be entitled to severance pay of the greater of (i) salary continuation payments at Mr. Franklin’s current salary, less mandatory deductions, for six (6) months plus one (1) additional month for each full calendar quarter remaining in the then-current term of Mr. Franklin’s employment or (ii) salary continuation for a period equal to the remainder of the term of the Franklin Employment Agreement. Mr. Franklin would also be entitled to any annual bonuses that would have been earned based solely on his continued employment for the remainder of the term of the Franklin Employment Agreement. In addition, Mr. Franklin would be entitled to disability, accident, and health insurance for a twelve (12)-month period following termination substantially similar to those insurance benefits Mr. Franklin was receiving immediately prior to the date of termination or the cash equivalent, offset by any comparable benefits actually received by Mr. Franklin. If Mr. Franklin terminated his employment with “Good Reason” (as defined in the Franklin Employment Agreement), Mr. Franklin would generally be entitled to current base salary, less mandatory deductions for twelve (12) months, plus any earned but unpaid bonus for the fiscal year prior to the year in which termination occurs. In addition, Mr. Franklin would be entitled to disability, accident, and health insurance for a twelve (12)-month period following termination substantially similar to those insurance benefits Mr. Franklin was receiving immediately prior to the date of termination or the cash equivalent, offset by any comparable benefits actually received by Mr. Franklin. If Mr. Franklin terminated his employment with Good Reason following a “Change in Control” (as defined in the Franklin Employment Agreement) or was terminated by the Company without Cause and such termination occurred within six (6) months of a Change in Control, Mr. Franklin would generally be entitled to a lump sum payment equal to 2.99 times Mr. Franklin’s annual base salary less mandatory deductions payable within ninety (90) calendar days of the termination (and, in the case of such a termination without Cause, a bonus amount based on any bonus determined by the Board of Directors and payable to other executives of the Company during
TABLE OF CONTENTS the twelve (12) months after the Change in Control). In addition, Mr. Franklin would be entitled to health care coverage pursuant to COBRA at Mr. Franklin’s expense for up to eighteen (18) months. Mr. Franklin would not be entitled to any severance benefits under the Franklin Employment Agreement in the case of the Company terminating his employment for Cause or Mr. Franklin terminating his employment without Good Reason. Death and Disability. In the event of a termination of employment on account of death, Mr. Franklin’s estate would be entitled to: (a) Mr. Franklin’s regular base salary (determined on the date of death) for a period of twelve (12) months following death; (b) the amount of any bonus remaining payable by the Company to Mr. Franklin for its fiscal year prior to death; and (c) any accrued and unpaid bonus determined by the Board of Directors for the year in which the death occurs prorated for the number of completed calendar months served prior to death. In the event of a “Disability” (as defined in the Franklin Employment Agreement) by Mr. Franklin for one hundred twenty (120) consecutive days or longer at any point during his employment, then the Company would pay to Mr. Franklin his regular base salary for a twelve (12)-month period following the date on which the Disability first begins, net of any benefits received by Mr. Franklin under any disability policy obtained by the Company or Mr. Franklin, the premiums for which were paid by the Company. Mr. Franklin would also be entitled to any bonus remaining payable to Mr. Franklin for his fiscal year prior to the date the Disability began and any unpaid bonus for the fiscal year in which the disability occurred prorated for the number of completed calendar months served prior to the date of Disability. Miscellaneous Provisions. The Franklin Employment Agreement provides for confidentiality and nondisclosure provisions, and also contains a non-solicitation of employees clause for a duration of eighteen (18) months following the last day of Mr. Franklin’s employment with the Company. Potential Payments Upon Termination or Change in Control See “Employment Agreements with the Company’s Named Executive Officers” above.
TABLE OF CONTENTS Pay Versus Performance Disclosure The information below presents the relationship between the compensation of the Company’s NEOs and certain performance measures in accordance with Item 402(v) of SEC’s Regulation S-K. | | | | | | | | | | | | | | | | | | | 2024 | | | $644,626 | | | $644,626 | | | $386,947 | | | $386,490 | | | $0.02 | | | $767 | 2023 | | | $645,466 | | | $645,466 | | | $387,319 | | | $366,837 | | | $1.57 | | | $6,083 | 2022 | | | $617,121 | | | $617,121 | | | $361,737 | | | $353,577 | | | $71.97 | | | $(8,470) | | | | | | | | | | | | | | | | | | | |
(1)
Reflects only Ms. Plum because she was the only named executive officer (“NEO”) other than the PEO during the applicable years. (2)
Compensation Actually Paid (“CAP”) is the Summary Compensation Table total for the applicable officer as adjusted pursuant to SEC rules in respect of equity compensation, which is applicable to Ms. Plum only. Ms. Plum’s Average Summary Compensation Table total was reduced by the decrease in value of $458, $20,483 and $8,160 of her unvested shares during 2024, 2023 and 2022, respectively. The unvested shares expired in 2024. Accordingly, “compensation actually paid” does not necessarily represent the actual amount of compensation earned by or paid to the NEOs during the applicable year. | (3)
| Total Shareholder Return is calculated assuming a $100 investment in the Company on December 31, 2021, calculated through the end of each of 2022, 2023 or 2024, as applicable, based on the Company’s share price. |
TABLE OF CONTENTS Relationship to Compensation Actually Paid The following charts show the relationship of the CAP to Mr. Franklin (PEO) and the average CAP to Ms. Plum (Non-PEO NEO) to, respectively, net income of the Company and total shareholder return:
TABLE OF CONTENTS MISCELLANEOUS Security Ownership of Certain Beneficial Owners and Management The following tables set forth certain information regarding the beneficial ownership of shares of our Common Stock as of June 20, 2025, unless otherwise indicated, for (1) each of our directors, director nominees and our NEOs, (2) all of our directors, director nominees and all of our NEOs as a group, and (3) each person known by us to be the beneficial owner of 5% or more of our outstanding Common Stock. Each person or entity named in the tables has sole voting and investment power with respect to all of the shares of our Common Stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the tables. Unless otherwise indicated, the address of each named person is c/o Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452. Directors, Nominees and Named Executive Officers | | | | | | | Directors
| | | | | | | E.J. Borrack | | | — | | | — | Robert G. Brady | | | — | | | — | Kerry G. Campbell | | | 35,469(2) | | | 3.1% | Stefani D. Carter | | | — | | | — | Rebecca Musser | | | — | | | — | Megan Parisi | | | — | | | — | Dennis Pollack | | | — | | | — | Joseph D. Stilwell | | | 556,868(3) | | | 49.99% | Director Nominee
| | | | | | | Gregory P. Hannon | | | — | | | — | Named Executive Officers
| | | | | | | M. Andrew Franklin | | | 9,479(4) | | | * | Crystal Plum | | | — | | | — | All directors, nominees and named executive officers as a group (11 persons) | | | 601,816 | | | 51.93% | | | | | | | |
*
Less than 1.0% (1)
Based upon 1,094,686 shares of Common Stock outstanding on June 20, 2025. In addition, amounts assume that all convertible securities held by each stockholder are converted into Common Stock. | (2)
| Includes 35,469 shares of Common Stock issuable upon conversion of 7.00% Subordinated Convertible Notes due 2031 (the “Notes”). |
(3)
| As of June 20, 2025 and includes (i) 537,616 shares of Common Stock, and (ii) 19,252 shares of Common Stock issuable upon conversion of the Notes, after giving effect to certain ownership limits agreed to among the Company and Stilwell Activist Investments, L.P. (“SAI”), Stilwell Activist Fund, L.P. (“SAF”), Stilwell Value Partners VII, L.P. (“SVP VII”), and Stilwell Associates, L.P. (“SA”, and collectively with SAI, SAF and SVP VII, the “Stilwell Investors”) in a letter agreement (as amended, the “Stilwell Letter Agreement”) disclosed by the Company in a Current Report on Form 8-K filed with the SEC on December 6, 2023. Under the Stilwell Letter Agreement, each Stilwell Investor agreed that it will not exercise its right to convert the Notes into shares of Common Stock to the extent that such conversion would result in such Stilwell Investor, whether on its own or as part of a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becoming the direct or indirect “beneficial owner”, as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing 50% or more of the total voting power of all outstanding shares of common equity of the Company that is entitled to vote generally in the election of directors. Does not include 8,415,340 shares of Common Stock issuable upon conversion of such Notes that would exceed such limits. Mr. Stilwell is the managing member and owner of Stilwell Value LLC (“Stilwell Value”), which is the general partner of each of the Stilwell Investors. |
(4)
| Includes 9,479 shares of Common Stock issuable upon conversion of Notes. |
TABLE OF CONTENTS 5% + Beneficial Owners
| | | | | | | Magnetar Financial LLC(1) | | | 64,050 | | | 9.8% | AY2 Capital LLC(2) | | | 142,594 | | | 9.8% | | | | | | | |
(1)
Based on information set forth in a Schedule 13G/A filed with the SEC on May 15, 2025 by Magnetar Financial LLC (“Magnetar”). This percentage includes the shares reported by Magnetar Capital Partners LP (“Magnetar Capital”), Supernova Management LLC (“Supernova”) and David J. Snyderman. Magnetar’s reported ownership is based on its interpretation of the ownership limits contained in the Company’s charter (collectively, the “Ownership Limits”). Magnetar Capital is the sole member and parent holding company of Magnetar. Supernova is the general partner of Magnetar Capital. The manager of Supernova is Mr. Snyderman. The address of the principal business office of Magnetar, Magnetar Capital, Supernova, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. (2)
Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2025 by AY2 Capital LLC (“AY2”). AY2’s reported ownership is based on its interpretation of the Ownership Limits. This percentage includes the shares reported by Harrison Wreschner, Never Summer Holdings, LLC (“Never Summer”), Joseph Cohen and RRJA LLC (“RRJA”). Never Summer and RRJA are the managing members of AY2. Mr. Wreschner is the managing member of Never Summer. Mr. Cohen is the managing member of RRJA. The address of the principal business office of AY2, Mr. Wreschner, Never Summer, Mr. Cohen and RRJA is 15 E. Putnam Ave. Box #374, Greenwich, CT 06830. | Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of July 1, 2025 regarding our compensation plans and the Common Stock we may issue under the plan. Equity Compensation Plan Information Table | | | | | | | | | | Equity compensation plans approved by stockholders(1) | | | — | | | — | | | — | Equity compensation plans not approved by stockholders | | | — | | | — | | | — | Total | | | — | | | — | | | — | | | | | | | | | | |
(1)
| Includes our 2015 and 2016 Long-Term Incentive Plans. There are no shares of Common Stock available under our 2015 and 2016 Long-Term Incentive Plans. |
Certain Relationships and Related Transactions Related Party Transaction Policies Our Code of Conduct provides that a conflict of interest may occur when a director or an employee has an ownership or financial interest in another business organization that is doing business with the Company and characterizes these transactions between the Company and the other organization as “related person transactions”. Under our Code of Conduct, Ms. Plum, in her capacity as our “Code of Conduct Compliance Officer”, must be made aware of the details of any related person transaction so that she can make a judgment as to the appropriateness of the transaction and refer it for approval to our RPT Committee. The RPT Committee reviews and approves any related person transaction. Related Party Transactions Management and Cost Sharing Agreements with Cedar The Company performs property management and leasing services for Cedar, a subsidiary of the Company, pursuant to the Wheeler Real Estate Company Management Agreement. During the years ended December 31, 2024
TABLE OF CONTENTS and 2023, Cedar paid the Company approximately $1.4 million and $2.1 million, respectively, for these services. Wheeler REIT, L.P. and Cedar’s operating partnership, Cedar Realty Trust Partnership, L.P., are party to a cost sharing and reimbursement agreement, pursuant to which the parties agreed to share costs and expenses associated with certain employees, certain facilities and property, and certain arrangements with third parties (the “Cost Sharing Agreement”). Related party amounts due to the Company from Cedar as of December 31, 2024 and 2023 under the Cost Sharing Agreement were approximately $9.5 million and $8.1 million, respectively. Cedar Bridge Loan On April 4, 2025, Cedar entered into a bridge loan agreement with KeyBank National Association for $10.0 million (the “Cedar Bridge Loan”). The interest rate under the Cedar Bridge Loan is the term SOFR rate plus the applicable margin of 1.30%. Interest payments are due monthly, and any outstanding principal is due at maturity on January 4, 2026. The Cedar Bridge Loan is guaranteed by both Cedar and Wheeler REIT, L.P., the Company’s operating partnership (the “Operating Partnership”), with the guarantee secured by $10.0 million of the Operating Partnership’s cash pledged as collateral. The Company may extend the term of the Cedar Bridge Loan, at the Company’s option, for one three-month period, subject to customary conditions. Investment in SAI In 2023, the Company subscribed for an investment in the amount of $10.0 million for limited partnership interests in Stilwell Activist Investments, L.P., a Delaware limited partnership (“SAI”). On June 1, 2024, the Company subscribed for additional investment in the amount of $0.5 million for limited partnership interests in SAI. The investment objective of SAI is to seek long-term capital appreciation through investing primarily in publicly-traded undervalued financial institutions or businesses with a strong financial component, or the securities of any of them, and pursuing an activist shareholder agenda with respect to those institutions. Stilwell Value is the general partner of SAI. Joseph Stilwell, a member of the Company’s Board of Directors, is the managing member of Stilwell Value and a limited partner in certain funds advised by Stilwell Value. Additionally, E.J. Borrack, a member of the Company’s and Cedar’s Boards of Directors, serves as the General Counsel to Stilwell Value and its affiliated entities, including SAI and related funds, and is a limited partner in one of the funds advised by Stilwell Value. Megan Parisi, a member of the Company’s Board of Directors, serves as the Director of Communications to Stilwell Value and its affiliated entities, including SAI and related funds, is a non-managing member of Stilwell Value and is a limited partner in one of the funds advised by Stilwell Value. The Company’s subscriptions were approved by the disinterested directors of the Company, and, after the formation of the RPT Committee, by that Committee. A limited partner in SAI may request a withdrawal after the expiration of the first anniversary of the date its investment was accepted into SAI. After the expiration of this lock-up period, withdrawal requests can be made quarterly and are generally paid out on a quarterly basis in accordance with the terms of the SAI limited partnership agreement. A portion of SAI’s underlying investments are in the Company’s own equity and debt securities. In consideration for management, administrative and operational services, limited partners of SAI pay a management fee to an affiliate of Stilwell Value each calendar quarter, in advance, equal to 0.25% (an annualized rate of 1%) of each limited partner’s capital account balance on the first day of such calendar quarter. In addition, as of the last day of each specified performance period, an incentive allocation of 20% of the amount by which the “positive performance change”, if any, that has been credited to the capital account of a limited partner during such period exceeds any positive balance in such limited partner’s “carryforward account”, is debited from the limited partner’s capital account and is simultaneously credited to the capital account of Stilwell Value. Excepted Holder Limits On December 4, 2023, the Board of Directors, under the terms of the Charter, created a Capital Stock Excepted Holder Limit of 55% and a Common Stock Excepted Holder Limit of 86% for each of the Stilwell Investors. Joseph Stilwell, a member of our Board of Directors, is the managing member and owner of Stilwell Value, which is the general partner of each of the Stilwell Investors. On December 5, 2023, the Company entered into an Excepted Holder Agreement with the Stilwell Investors with respect to such limits. The Capital Stock Excepted Holder Limit provides that the Stilwell Investors are exempted from the Charter’s aggregate stock ownership limit of not more than 9.8% in value of the aggregate of the
TABLE OF CONTENTS outstanding shares of all classes of the Company’s capital stock (as calculated under the definitions of “Aggregate Stock Ownership Limit” and “Beneficial Ownership” in the Charter) and are instead subject to the percentage limit established by the Board of Directors. The Common Stock Excepted Holder Limit provides that the Stilwell Investors are exempted from the Charter’s common stock ownership limit of not more than 9.8% in value of the aggregate of the outstanding shares of the Company’s Common Stock (as calculated under the definitions of “Common Stock Ownership Limit” and “Beneficial Ownership” in the Charter) and is instead subject to the percentage limit established by the Board of Directors. The Capital Stock Excepted Holder Limit and Common Stock Excepted Holder Limit will automatically terminate upon reduction of the Stilwell Investors’ capital stock and Common Stock ownership below 9.8%, respectively. In consideration of the grant of these Excepted Holder Limits, the Stilwell Investors concurrently entered into a one-year Stilwell Letter Agreement with the Company whereby each Stilwell Investor agreed that it will not exercise its right to convert the Convertible Notes into shares of Common Stock to the extent that such conversion would result in such Stilwell Investor, whether on its own or as part of a “group” within the meaning of Section 13(d) of the Exchange Act of 1934, becoming the direct or indirect “beneficial owner”, as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing 50% or more of the total voting power of all outstanding shares of common equity of the Company that is entitled to vote generally in the election of directors. Following the transfer of Common Stock to the Stilwell Investors in consideration of the February 2024 Series D Preferred Stock redemptions made by the Stilwell Investors, the Stilwell Investors would have beneficially owned or constructively owned an amount of capital stock in excess of the prior Excepted Holder Limits. On February 5, 2024, the Board of Directors agreed to increase the prior Excepted Holder Limits to permit this additional ownership and, accordingly, the Company entered into an amendment to the Excepted Holder Agreement with the Stilwell Investors under which the Company increased the Capital Stock Excepted Holder Limit granted to Stilwell Investors under the Excepted Holder Agreement to 60% and the Common Stock Excepted Holder Limit to 90%. Following approval by the Executive Committee of the Company’s Board, the Company entered into an amendment to the Stilwell Letter Agreement with the Stilwell Investors that extended the term thereof an additional year, through December 5, 2025. Note Conversions On June 11, 2025: (1) SAI submitted to the Company a notice to convert $1,143,457 of the principal amount of the Notes held by it into 405,580 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”) at a conversion price of $2.819312 per share (8.867413 shares of Common Stock for each $25.00 of principal amount of the Notes being converted) in accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the “Indenture”), (2) SAF submitted to the Company a notice to convert $120,002 of the principal amount of the Notes held by it into 42,564 shares of Common Stock at a conversion price of $2.819312 per share (8.867413 shares of Common Stock for each $25.00 of principal amount of the Notes being converted) in accordance with the terms of the Indenture, and (3) SVP VII submitted to the Company a notice to convert $249,041 of the principal amount of the Notes held by it into 88,333 shares of Common Stock at a conversion price of $2.819312 per share (8.867413 shares of Common Stock for each $25.00 of principal amount of the Notes being converted) in accordance with the terms of the Indenture.
TABLE OF CONTENTS REPORT OF THE AUDIT COMMITTEE The primary responsibility of the Audit Committee is to assist the Board of Directors in monitoring the integrity of the Company’s financial statements and the independence of its external auditors. The Company believes that each of the members of the Audit Committee is “independent” and that Mr. Campbell qualifies as an “audit committee financial expert” in accordance with applicable Nasdaq Stock Market listing standards. In carrying out its responsibility, the Audit Committee undertakes to: •| Review and recommend to the directors the independent auditors to be selected to audit the financial statements of the Company; | |
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