Wheeler Real Estate Investment Trust, Inc.

Item 3.02 Unregistered Sales of Equity Securities Exchange Transactions On October 21, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) agreed to issue an aggregate amount of 1,198,800 shares of its common stock, $0.01 par value per share (the “Common Stock”), to an unaffiliated holder of the Company’s securities (the “October 21 Investor”) in exchange for an aggregate amount of 39,300 shares of the Company's Series B Preferred Stock (the “Series B Preferred Stock”) and 200 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”) in four separate transactions. Three of the transactions each involved the issuance of thirty shares of Common Stock in exchange for one shares of Series B Preferred Stock. The fourth transaction involved the issuance of two hundred-nineteen shares of Common Stock in exchange for four shares of Series B Preferred Stock and one share of Series D Preferred Stock. The Company expects the transactions to settle 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 October 21 Investor 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 October 21 Investor constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions. Sale of Series D Preferred Stock On October 19, 2026 and October 26, 2026, the Company entered into subscription agreements with unaffiliated investors (the “Series D Investors”) pursuant to which the Company issued an aggregate amount of 50,000 shares of its Series D Preferred Stock in consideration for an aggregate amount of 75,000 shares of 6.50% Series C Cumulative Redeemable Preferred Stock (the “Cedar Series C Preferred Stock”) of the Company’s subsidiary Cedar Realty Trust, Inc. (“Cedar”), held by the Series D Investors. Each transaction involved the issuance of 1 share of Series D Preferred Stock in consideration for 1.5 shares of Cedar Series C Preferred Stock. Immediately following the closing of such transactions, the Company contributed the acquired Cedar Series C Preferred Stock to Cedar and those shares were retired. These transactions are being reported on this Current Report on Form 8-K notwithstanding that they are not required to be reported given that the Series D Preferred Stock issued constituted less than 5% of the number of outstanding shares of Series D Preferred Stock. The Company issued the Series D Preferred Stock to the Series D Investors in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering. 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, nor an offer to sell or the solicitation of an offer to buy any securities of the Company.

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Charter Amendments for One-for-Six Reverse Stock Split On October 26, 2026, in connection with a one-for-six reverse stock split (the “Reverse Stock Split”) of the common stock, $0.01 par value per share (the "Common Stock"), of Wheeler Real Estate Investment Trust, Inc. (the "Company"), to be effective on October 29, 2026 the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for: i a one-for-six Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Time (the “Effective Time”) on October 29, 2026 (the “First Amendment”); and ii the par value of the Common Stock to be decreased from $0.06 per share (as a result of the one-for-six Reverse Stock Split) to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on October 29, 2026 (the “Second Amendment”). Pursuant to the First Amendment, no fractional shares will be issued in connection with the Reverse Stock Split; rather, stockholders who would have otherwise been issued a fractional share of the Common Stock as a result of the Reverse Stock Split will instead receive a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on The Nasdaq Capital Market on October 29, 2026 (as adjusted for the Reverse Stock Split), without any interest. The foregoing descriptions of the amendments to the Company’s charter do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Effect of Reverse Stock Split on Common Stock At the market open on October 30, 2026 (the first business day after the Effective Time), the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market under a new CUSIP number (963025713). The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time. It therefore will not affect any particular stockholder’s relative ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. The Reverse Stock Split will also not affect the relative voting or other rights that accompany the shares of Common Stock, except to the extent that it results from a stockholder receiving cash in lieu of fractional shares. There will be no change to the number of authorized shares of the Common Stock as a result of the Reverse Stock Split. As of October 26, 2026 the Company had 5,872,051 shares of Common Stock outstanding and anticipates having approximately 978,675 shares of Common Stock outstanding post-Reverse Stock Split. The Company’s trading symbol will remain unchanged, but the CUSIP number for the Company’s registered Common Stock will be changed to 963025713. In connection with the Reverse Stock Split, adjustments will be made to the number of shares of Common Stock issuable upon conversion of the Company’s convertible securities. Effect of Reverse Stock Split on 7.00% Subordinated Convertible Notes Due 2031 As a result of the Reverse Stock Split, pursuant to and in accordance with Section 14.05(c) of that certain indenture, dated as of August 13, 2021, between the Company and Wilmington Savings Fund Society, FSB as trustee, pertaining to the Company’s 7.00% subordinated convertible notes due 2031 (the “Notes”), the conversion rate of the Notes will be proportionately reduced from approximately 9.17 shares of Common Stock per each $25.00 principal amount of the Notes to approximately 1.53 shares of Common Stock per each $25.00 principal amount of the Notes. Effect of Reverse Stock Split on Preferred Stock As a result of the Reverse Stock Split, the conversion price of the Company’s Series B Preferred Stock will proportionally increase from $2,612,736,000,000 per share of Common Stock to $15,676,416,000,000 per share of Common Stock, and one (1) share of Series B Preferred Stock will be convertible into approximately 0.000000000002 shares of Common Stock. As a result of the Reverse Stock Split, the conversion price of the Company’s Series D Cumulative Convertible Preferred Stock will proportionally increase from $1,107,800,064,000 per share of Common Stock to $6,646,800,384,000 per share of Common Stock, and one (1) share of Series D Cumulative Convertible Preferred Stock will be convertible into approximately 0.000000000004 shares of Common Stock.