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.

• Portfolio as of September 30, 2024: 73 retail shopping centers (7.88 million leasable sq. ft., 93.8% leased) and five undeveloped properties (approx. 9 acres).

• Tenants are primarily national and regional retailers providing necessity-based goods and services, with no single tenant accounting for more than 6% of annualized base rent.

• Business strategy emphasizes stable cash flows, value-add property improvements, and recycling of non-core assets.

Financial performance and metrics

• Net loss attributable to common stockholders for 2023: $(29.2) million; for the nine months ended September 30, 2024: $(54.2) million.

• As of September 30, 2024, total indebtedness was approximately $500 million, with $389 million guaranteed by the operating partnership.

• Reverse stock splits executed multiple times in 2024 and January 2025 to address Nasdaq listing requirements and improve marketability.

• As of January 28, 2025, 870,251 shares of common stock were outstanding post-splits.

Use of proceeds and capital allocation

• No proceeds will be received from the issuance of common stock upon redemption or conversion of Series D Preferred Stock.

• Capital allocation focuses on debt reduction, selective acquisitions, and value-enhancing property improvements.