Wheeler Real Estate Investment Trust (WHLR) Registration filing summary

Company overview and business model

• Operates as a fully integrated, self-managed REIT focused on income-producing, grocery-anchored retail properties in secondary and tertiary U.S. markets, with a portfolio of 72 properties totaling 7.5 million leasable square feet, 92% leased as of March 31, 2025.

• Properties are concentrated in the Mid-Atlantic, Southeast, and Northeast, representing 45%, 44%, and 11% of annualized base rent, respectively.

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

• Major asset is the JANAF Shopping Yard in Norfolk, VA, comprising 797,000 square feet and over 10% of total assets and revenues.

Financial performance and metrics

• Reported net losses attributable to common stockholders of $(22.2) million in 2024 and $(29.2) million in 2023.

• As of March 31, 2025, had approximately $489 million in outstanding indebtedness, with $379 million guaranteed by the operating partnership.

• Recent asset sales generated net proceeds, including $21.0 million for South Philadelphia and $14.5 million for Webster Commons.

• Reverse stock splits in 2024 and 2025 reduced outstanding shares to 549,338 as of May 26, 2025.

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.

• Asset sales proceeds are used for debt reduction, acquisitions, or stock repurchases, with capital allocated to value-added improvements and deleveraging.