Wheeler Real Estate Investment Trust, Inc.

Item 3.02 Unregistered Sales of Equity Securities On September 30, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 161,700 shares of its common stock, $0.01 par value per share (the “Common Stock”), to Stilwell Activist Investments, L.P. and Stilwell Activist Fund, L.P. (together, the “Stilwell Investors”) in separate exchanges for an aggregate amount of 30,800 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 7,700 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”). Joseph Stilwell, a member of the Company's Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Stilwell Investors. The transactions involved the issuance of twenty-one shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The transactions settled in accordance with customary settlement cycles. 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 Stilwell 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.

Item 3.03. Material Modification to Rights of Security Holders Conversion Price of 7.00% Subordinated Convertible Notes due 2031

Item 8.01 Other Events Results of October 2026 Series D Preferred Stock Redemptions • The 37th monthly “Holder Redemption Date” occurred on October 5, 2026. • The Company processed eight redemption requests from holders of its Series D Preferred Stock, collectively redeeming 5,450 shares of Series D Preferred Stock for a redemption price of approximately $41.96 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the October 5, 2026 Holder Redemption Date) (the “Redemption Price”). • The Company settled the aggregate Redemption Price through the issuance of 46,133 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 October 5, 2026 Holder Redemption Date was approximately $4.96. Cumulative Series D Preferred Stock Redemption Information • To date, the Company has processed 450 redemption requests, collectively redeeming 1,832,678 shares of Series D Preferred Stock. • The Company has issued approximately 99,000 shares of its Common Stock in settlement of all such redemption requests in the aggregate. • As of October 5, 2026, the Company had 1,506,932 shares of Common Stock and 1,703,374 shares of Series D Preferred Stock outstanding. November 2026 Redemptions • The deadline for the next monthly round of Series D Preferred Stock redemptions is October 25, 2026. • The next monthly Holder Redemption Date will occur on November 5, 2026. • 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.