Wheeler Real Estate Investment Trust, Inc.

Item 3.02 Unregistered Sales of Equity Securities On August 11, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue 103,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “August 11 Investor”) in exchange for 2,400 shares of the Company's Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 600 shares of the Company's Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”). The transaction involved the issuance of one hundred seventy-three shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles. On August 13, 2026, the Company agreed to issue 172,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 13 Investor”) in exchange for 4,000 shares of the Series B Preferred Stock and 1,000 shares of the Series D Preferred Stock. The transaction involved the issuance of one hundred seventy-two shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles. On August 17, 2026, the Company agreed to issue 300,000 shares of Common Stock to an unaffiliated holder of the Company’s securities (the “August 17 Investor”) in exchange for 6,000 shares of the Series B Preferred Stock and 1,500 shares of the Series D Preferred Stock. The transaction involved the issuance of two hundred shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transaction settled in accordance with customary settlement cycles. Prior to the transaction of August 13, 2026, the Company issued, on August 11, 2026, shares of Common Stock that constituted less than 5% of the number of outstanding shares of Common Stock, and therefore disclosure of such transaction under Item 3.02 was not required at that time. The Company did not receive any cash proceeds in these transactions, and the shares of the Preferred Stock exchanged have been retired and cancelled. The Company issued the Common Stock to the August 11 Investor, the August 13 Investor and the August 17 Investor (together, the "Investors") in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock to the Investors constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions. This Current Report on Form 8-K does not constitute an offer to exchange any securities of the Company for the Common Stock, the Series D Preferred Stock, the Series B Preferred Stock or other securities of the Company.