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 the Mid-Atlantic, Southeast, and Northeast regions.

• As of June 30, 2026, owns 59 properties (56 shopping centers, 3 undeveloped parcels) totaling 6.78 million leasable sq. ft., with 93.8% occupancy.

• Portfolio is geographically concentrated: 47% Mid-Atlantic, 44% Southeast, 9% Northeast by annualized base rent.

• Emphasizes necessity-based retail in secondary and tertiary markets with strong demographics and stable tenant demand.

• Largest property, JANAF Shopping Yard, represents over 10% of total assets and revenue, with major national tenants and a long-term ground lease.

Financial performance and metrics

• Reported net loss attributable to common stockholders for 2025 was $3.85 million; for the six months ended June 30, 2026, net income was $1.88 million.

• As of June 30, 2026, had approximately $471.7 million in outstanding indebtedness.

• Recent property sales in 2025 and 2026 generated both gains and losses, with proceeds used for deleveraging and reinvestment.

• Top 10 tenants account for 22% of annualized base rent; no tenant exceeds 6% of rent or 7% of gross leasable area.

Use of proceeds and capital allocation

• No proceeds will be received from the resale of Series B Preferred Stock by selling stockholders.

• Capital allocation strategy includes deleveraging, selective property improvements, and recycling non-core assets.

• Focus on maintaining prudent leverage, reducing outstanding preferred stock, and optimizing capital structure.