Wheeler Real Estate Investment Trust, Inc.

Item 8.01 Other Events Conversion Price of 7.00% Subordinated Convertible Notes due 2031 Item 8.01 of this Current Report on Form 8-K as to the redemptions by the holders of Wheeler Real Estate Investment Trust, Inc.’s (the “Company”) Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) is incorporated herein by reference. For the August redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into the Company’s common stock, par value $0.01 (“Common Stock”) was approximately $0.73. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Company’s 7.00% Subordinated Convertible Notes due 2031 (the “Notes”), the conversion price for the Notes was further adjusted to approximately $0.40 per share of Common Stock (approximately 62.52 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.73. Results of August 2026 Series D Preferred Stock Redemptions • The 35th monthly “Holder Redemption Date” occurred on August 5, 2026. • The Company processed seven redemption requests from holders of its Series D Preferred Stock, collectively redeeming 7,100 shares of Series D Preferred Stock for a redemption price of approximately $41.29 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the August 5, 2026 Holder Redemption Date) (the “Redemption Price”). • The Company settled the aggregate Redemption Price through the issuance of 403,236 shares of its Common Stock. • The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the August 5, 2026 Holder Redemption Date was approximately $0.73. Cumulative Series D Preferred Stock Redemption Information • To date, the Company has processed 434 redemption requests, collectively redeeming 1,819,028 shares of Series D Preferred Stock. • The Company has issued approximately 496,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate. • As of August 5, 2026, the Company had 2,434,904 shares of Common Stock and 1,770,859 shares of Series D Preferred Stock outstanding. September 2026 Redemptions • The deadline for the next monthly round of Series D Preferred Stock redemptions is August 25, 2026. • The next monthly Holder Redemption Date will occur on September 8, 2026 (the "September Redemption Date"). • Required redemption forms and a list of frequently asked questions can each be found on the Company’s website at https://ir.whlr.us/series-d/series-d-redemption. Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be part of this Current Report on Form 8-K.