Wheeler Real Estate Investment Trust (WHLR) Registration filing summary

Company overview and business model

• Fully integrated, self-managed REIT focused on income-producing, grocery-anchored retail properties in secondary and tertiary markets, primarily in the Mid-Atlantic, Southeast, and Northeast regions.

• As of December 31, 2024, owned 75 properties (72 retail shopping centers, 3 undeveloped land parcels), totaling 7.66 million leasable square feet, 93.1% leased.

• Portfolio is geographically concentrated, with no tenant representing more than 6% of annualized base rent.

• Business strategy emphasizes necessity-based retail, stable demographics, and value-added property improvements.

Financial performance and metrics

• As of December 31, 2024, approximately $500 million in outstanding indebtedness, with $389 million guaranteed by the operating partnership.

• Sold a 221,157 sq. ft. retail center in Philadelphia for $21 million, generating $16.7 million in net proceeds in December 2024.

• JANAF Shopping Yard is the largest property, with 797,000 sq. ft., 86.4% occupied, and a $60 million mortgage maturing in 2032.

Use of proceeds and capital allocation

• Will not receive proceeds from the issuance of common stock upon redemption or conversion of Series D Preferred Stock.

• Proceeds from asset sales may be used for debt reduction, acquisitions, or stock repurchases.

• Capital allocation focuses on deleveraging, value-added improvements, and selective acquisitions.