Form 8-K

8-K — Wheeler Real Estate Investment Trust, Inc.

Accession: 0001527541-26-000254

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001527541

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — whlr-20260806.htm (Primary)

EX-99.1 (ex991earningsannouncementq.htm)

EX-99.2 (ex992supplementaloperating.htm)

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8-K

8-K (Primary)

Filename: whlr-20260806.htm · Sequence: 1

whlr-20260806

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): August 6, 2026

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland 001-35713 45-2681082

(State or other jurisdiction

of incorporation or organization) (Commission

File Number) (IRS Employer

Identification No.)

2529 Virginia Beach Blvd.

Virginia Beach, VA

23452

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (757) 627-9088

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value per share WHLR

Nasdaq Capital Market

Series B Convertible Preferred Stock WHLRP

Nasdaq Capital Market

Series D Cumulative Convertible Preferred Stock WHLRD

Nasdaq Capital Market

7.00% Subordinated Convertible Notes due 2031 WHLRL

Nasdaq Capital Market

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three and six months ended June 30, 2026. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission ("SEC") nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended (the "Securities Act"), unless specified otherwise.

Item 7.01 Regulation FD Disclosure.

On June 30, 2026, the Company made publicly available certain supplemental financial information for the three and six months ended June 30, 2026 on its investor relations website, https://ir.whlr.us/.

This supplemental financial information is hereby furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" with the SEC nor incorporated by reference in any registration statement filed by the Company under the Securities Act unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this Current Report on Form 8-K or any other report or document the Company files with or furnishes to the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included with this Report:

Exhibit No.

99.1

Press release, dated August 6, 2026.

99.2

Supplemental financial information for the three and six months ended June 30, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

By: /s/ M. Andrew Franklin

Name: M. Andrew Franklin

Title: Chief Executive Officer and President

Dated: August 6, 2026

EX-99.1

Filename: ex991earningsannouncementq.htm · Sequence: 2

Document

Exhibit 99.1

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

ANNOUNCES THE RELEASE OF ITS

SECOND QUARTER 2026 FINANCIAL AND OPERATING RESULTS

VIRGINIA BEACH, VA – August 6, 2026 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (the "Company") announced today that it has reported its financial and operating results for the three and six months ended June 30, 2026 with the filing of its Quarterly Report on Form 10-Q (the "Form 10-Q") with the Securities and Exchange Commission. In addition, the Company has posted supplemental information to its website regarding its financial and operating results for the three and six months ended June 30, 2026. Both the Form 10-Q and the supplemental information can be accessed by visiting the Company's investor relations website at https://ir.whlr.us/.

Contact

Investor Relations: (757) 627-9088

ABOUT WHEELER REAL ESTATE INVESTMENT TRUST, INC.

Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. is a fully integrated, self-managed commercial real estate investment trust (REIT) that owns, leases and operates income-producing retail properties with a primary focus on grocery-anchored centers. For more information on the Company, please visit www.whlr.us.

EX-99.2

Filename: ex992supplementaloperating.htm · Sequence: 3

Document

Exhibit 99.2

Table of Contents

Page

Glossary of Terms

Company Overview

Financial and Portfolio Overview

Financial and Operating Results

Financial Summary

Consolidated Balance Sheets

Consolidated Statements of Operations

Reconciliation of Non-GAAP Measures

Debt Summary

Portfolio Summary

Property Summary

Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules

Leasing Summary

Cautionary Note on Forward-Looking Statements

This document contains forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor. When used in this presentation, the words "continue," "may," "approximately," "potentially," or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks include, but are not limited to: the use of and demand for retail space, including in relation to reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence; general and economic business conditions, including the rate and other terms on which we are able to lease our properties; the loss or bankruptcy of the Company's tenants; the geographic concentration of our properties in the Mid-Atlantic, Southeast and Northeast; availability, terms and deployment of capital; substantial dilution of our common stock, par value $0.01 ("Common Stock") and steep decline in its market value resulting from the exercise by the holders of our Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") of their redemption rights and downward adjustment of the conversion price on our outstanding 7.00% Subordinated Convertible Notes due 2031 (the "Convertible Notes"), each of which has already occurred and is anticipated to continue; given the volatility in the trading of our Common Stock, whether we have registered and, as necessary, can continue to register sufficient shares of our Common Stock to settle redemptions of all Series D Preferred Stock tendered to us by the holders thereof; the degree and nature of our competition; our ability to hire, develop and/or retain talent; changes in applicable laws and governmental regulations, including federal tax law and other regulatory provisions; geopolitical conditions, such as war and tariffs, that may impact macroeconomic conditions generally; changes to accounting rules, tax rates and similar matters; the ability and willingness of the Company’s tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company; the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration; the Company’s ability to re-lease its properties on the same or better terms in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant; litigation risks generally; the risk that shareholder litigation in connection with the Cedar Acquisition (as defined below) may result in significant indemnification costs; tax

WHLR | Financial & Operating Data

audits and other regulatory inquiries; the Company's ability to maintain compliance with the financial and other covenants in its debt agreements and under the terms of its Series D Preferred Stock; financing risks, such as the Company’s inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability and increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; the impact of the Company’s leverage on operating performance; our ability to successfully execute strategic or necessary asset acquisitions and divestitures; our ability to repurchase noncontrolling interests and the price and timing of such repurchases; risks endemic to real estate and the real estate industry generally; the adverse effect of any future pandemic, endemic or outbreak of infectious diseases, and mitigation efforts, including government-imposed lockdowns, to control their spread; competitive risks; risks to our information systems - or those of our tenants or vendors - from service interruption, misappropriation of data, breaches of security or information technology, or other cyber-related attacks; the Company’s ability to maintain compliance with the listing standards of the Nasdaq Capital Market ("Nasdaq"); the effects on the trading market of our Common Stock of the one-for-four reverse stock split effected on January 27, 2025 (the "January 2025 Reverse Stock Split"), the one-for-five reverse stock split effected on March 26, 2025 (the "March 2025 Reverse Stock Split"), the one-for-seven reverse stock split effected on May 26, 2025 (the "May 2025 Reverse Stock Split"), the one-for-five reverse stock split effected on September 22, 2025 (the "September 2025 Reverse Stock Split"), and the one-for-two reverse stock split effected on November 28, 2025 (the "November 2025 Reverse Stock Split" and, together with the January 2025 Reverse Stock Split, March 2025 Reverse Stock Split, May 2025 Reverse Stock Split and September 2025 Reverse Stock Split, the "2025 Reverse Stock Splits"); and the one-for-three reverse stock split effected on January 16, 2026 (the "January 2026 Reverse Stock Split"), the one-for-three reverse stock split effected on April 17, 2026 (the "April 2026 Reverse Stock Split"), the one-for-four reverse stock split effected on June 17, 2026 (the "June 2026 Reverse Stock Split"), and the one-for-five reverse stock split effected on July 27, 2026 (the "July 2026 Reverse Stock Split"; and together with the January 2026 Reverse Stock Split, the April 2026 Reverse Stock Split, the June 2026 Reverse Stock Split and the 2025 Reverse Stock Splits, the "Reverse Stock Splits"); and any reverse stock splits the Company may effect in the future; damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; the risk that an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties; the risk that continued increases in the cost of necessary insurance could negatively impact the Company's profitability; the Company’s ability and willingness to maintain its qualification as a real estate investment trust ("REIT") in light of economic, market, legal, tax and other considerations; the ability of our operating partnership, Wheeler REIT, L.P. (the "Operating Partnership"), and each of our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes; the impact of government shutdowns; and the inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.

The forward-looking statements contained in this document are based on our current expectations and beliefs concerning future developments and their potential effects on the Company. For a description of the risks and uncertainties that could impact the Company's future results, performance or transactions, see the reports filed by the Company with the SEC, including its quarterly reports on Form 10-Q and annual reports on Form 10-K. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company’s actual results and may be beyond the Company’s control. New factors emerge from time to time, and it is not possible for the Company’s management to predict all such factors or to assess the effects of each factor on the Company’s business. Accordingly, there can be no assurance that the Company’s current expectations will be realized.

WHLR | Financial & Operating Data

Glossary of Terms

Term Definition

Adjusted FFO ("AFFO")

We believe the computation of funds from operations ("FFO") in accordance with the National Association of Real Estate Investment Trusts' ("Nareit") definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash share-based compensation expense, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), a non-GAAP measure, for REITs, which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.

Anchor Lease occupying 20,000 square feet or more.

Annualized Base Rent ("ABR")

Monthly base rent on occupied space as of the end of the current reporting period multiplied by twelve months, excluding the impact of tenant concessions and rent abatements.

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")

A widely-recognized non-GAAP financial measure that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors and lenders in understanding financial performance and providing a relevant basis for comparison against other companies, including other REITs. While EBITDA should not be considered as a substitute for net income attributable to the Company’s common stockholders, net operating income, cash flow from operating activities, or other income or cash flow data prepared in accordance with GAAP, the Company believes that EBITDA may provide additional information with respect to the Company’s performance or ability to meet its future debt service requirements, capital expenditures and working capital requirements. The Company computes EBITDA by excluding interest expense, net loss attributable to noncontrolling interests, depreciation and amortization, and impairment of long-lived assets and notes receivable from income from continuing operations. The Company also presents Adjusted EBITDA, which excludes items affecting the comparability of the periods presented, including but not limited to, costs associated with acquisitions and capital related activities.

Funds from Operations ("FFO")

We use FFO, a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

Gross Leasable Area ("GLA") The total amount of leasable space in an investment property.

Ground Lease A lease in which the tenant owns the building but not the land it is built on.

WHLR | Financial & Operating Data

Term Definition

Leased Rate /

% Leased

The space committed to lessee under a signed lease agreement as of June 30, 2026, expressed as a percentage of Gross Leasable Area.

Local Tenant

Tenant with presence in one state with 10 or less locations.

National / Regional Tenant Tenant with presence in multiple states or a single state presence with more than 10 locations.

Occupancy Rate / % Occupied

The space delivered to a tenant under a signed lease agreement as a percentage of gross leasable area through June 30, 2026.

Rent Spread:

New Rent Spread Weighted average change over the gross value of a new lease, annualized per square foot, compared to the annualized base rent per square foot of the prior tenant.

Renewal Rent

Spread

Weighted average change over the gross value of a renewed lease, annualized per square foot, compared to the annualized base rent per square foot of the prior rate.

Same-Property Properties owned during all periods presented herein.

Same-Property Net Operating Income ("Same-Property NOI")

Same-Property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs. The Company believes that Same-Property NOI is a useful measure of the Company's property operating performance. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property NOI excludes above (below) market lease amortization, straight-line rents, general and administrative expenses, depreciation and amortization, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from operating income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared ("Same-Property"). Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI.

The most directly comparable GAAP financial measure is consolidated operating income. Same-Property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. Further, Same-Property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company's peers, and thus may not provide an adequate basis for comparison among REITs.

SOFR Secured Overnight Financing Rate

Undeveloped Property Vacant land without GLA.

WHLR | Financial & Operating Data

Company Overview

Headquartered in Virginia Beach, Virginia, Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) is a fully-integrated, self-managed commercial real estate investment company focused on owning, leasing and operating income-producing retail properties with a primary focus on grocery-anchored centers. WHLR’s portfolio contains well-located, potentially dominant retail properties in secondary and tertiary markets that generate attractive, risk-adjusted returns. WHLR’s common stock, Series B convertible preferred stock ("Series B Preferred Stock" and, together with the Series D Preferred Stock, the "Preferred Stock"), Series D Preferred Stock, and Convertible Notes trade publicly on Nasdaq under the symbols "WHLR", "WHLRP", "WHLRD", and "WHLRL", respectively.

Cedar Realty Trust, Inc. ("CDR" or "Cedar") is a subsidiary of WHLR. CDR's 7-1/4% Series B cumulative redeemable preferred stock ("Cedar Series B Preferred Stock") and 6-1/2% Series C cumulative redeemable preferred stock ("Cedar Series C Preferred Stock" and, together with the Cedar Series B Preferred Stock, the "Cedar Preferred Stock") trade publicly on the New York Stock Exchange ("NYSE") under the symbols "CDRpB" and "CDRpC", respectively and represent a noncontrolling interest to WHLR.

Accordingly, the use of the word "Company" refers to WHLR and its consolidated subsidiaries, which includes Cedar, except where the context otherwise requires.

Corporate Headquarters

Wheeler Real Estate Investment Trust, Inc.

2529 Virginia Beach Boulevard

Virginia Beach, VA 23452

Phone: (757) 627-9088

Toll Free: (866) 203-4864

Website: www.whlr.us

Executive Management

M. Andrew Franklin - CEO and President

Patrick Gundlach - CAO

Board of Directors Board of Directors

Stefani D. Carter (Chair)

Gary Skoien (Chair)

E.J. Borrack

Robert Brady

M. Andrew Franklin

Gregory P. Hannon Paula Poskon

Rebecca Musser Brian Rohman

Megan Parisi

Joseph D. Stilwell

Stock Transfer Agent and Registrar

Computershare Trust Company, N.A.

150 Royall Street, Suite 101

Canton, MA 02021

www.computershare.com

Investor Relations Representative

investorrelations@whlr.us

Office: (757) 627-9088

WHLR | Financial & Operating Data

Financial and Portfolio Overview

All share and share-related information for all periods presented reflect the Reverse Stock Splits unless otherwise noted.

For the three months ended June 30, 2026 (consolidated amounts unless otherwise noted)

Financial Results

Net income attributable to Wheeler REIT common stockholders (in 000s) $ 7,147

Basic earnings per share $ 102.49

Diluted earnings per share $ 0.24

FFO available to common stockholders (in 000s) $ 8,735

FFO per common share $ 125.27

AFFO (in 000s) $ 2,439

AFFO per common share $ 34.98

Assets and Leverage

Real Estate, net of $126.2 million accumulated depreciation (in 000s)

$ 466,814

Cash and Cash Equivalents (in 000s) $ 31,873

Total Assets (in 000s) $ 593,376

Total Debt (in 000s) $ 471,697

Debt to Total Assets 79.5 %

Debt to Gross Asset Value 66.1 %

Ticker

Shares Outstanding at June 30, 2026 Second Quarter stock price range Stock Price at June 30, 2026

WHLR 167,781 $6.15-$57.22 $ 6.25

WHLRP 2,575,368 $5.16-$12.08 $ 10.00

WHLRD 1,737,197 $34.98-$39.00 $ 35.99

CDRpB 842,287 $18.27-$22.49 $ 18.90

CDRpC 1,808,172 $16.60-$21.94 $ 17.60

Common Stock market capitalization (in 000s) $ 1,049

Portfolio Summary

GLA in sq. ft. 4,837,188 1,943,176

Occupancy Rate 93.6 % 92.1 %

Leased Rate 94.4 % 92.1 %

Annualized Base Rent (in 000s) $ 48,612 $ 19,825

Total number of leases signed or renewed 28 3

Total sq. ft. leases signed or renewed 75,031 7,060

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Financial and Operating Results

Today, WHLR reported its financial and operating results for the three and six months ended June 30, 2026. For the three months ended June 30, 2026 and 2025, WHLR's net income (loss) attributable to WHLR's common stockholders resulted in basic earnings (loss) per share of $102.49 and $(17,105.08), respectively. For the six months ended June 30, 2026 and 2025, WHLR's net income (loss) attributable to WHLR's common stockholders resulted in basic earnings (loss) per share of $42.69 and $(74,830.19), respectively.

"Our second quarter results reflect continued discipline in leasing execution alongside further progress on our capital recycling strategy. WHLR delivered a 15.6% renewal rent spread across 59,456 square feet and a 31.9% spread on new leases, while Cedar achieved a 12.9% renewal spread and a 67.7% new lease spread, driving combined portfolio occupancy to 93.2%, a 160 basis point improvement over the prior year period, and combined leased rate to 93.8%. While Same-Property NOI declined 6.9% on lower property expense reimbursement revenue, Same-Property base rent revenue increased 4.1%.

On the balance sheet, we continued to strengthen our capital structure and reduce leverage. We completed the sale of three assets for combined proceeds of approximately $15.8 million, applying the proceeds toward the full retirement of the Tuckernuck loan and further paydown of the June 2022 Term Loan, while continuing to retire Cedar Preferred Stock through additional exchange transactions. These actions reduced total debt to $471.7 million from $482.8 million at year-end 2025, lowering our cost of capital and future dividend obligations. We remain focused on disciplined capital recycling and deleveraging to strengthen the balance sheet and drive long-term value for our stakeholders.”

–M. Andrew Franklin, Chief Executive Officer and President

2026 SECOND QUARTER HIGHLIGHTS

(All comparisons are to the same prior year period unless otherwise noted)

LEASING

•The Company's real estate portfolio:

•was 93.2% occupied, a 160 basis point increase from 91.6%;

•was 93.8% leased, a 180 basis point increase from 92.0%; and

•includes 25 properties that are 100% leased.

•WHLR Quarter-To-Date Leasing Activity

•Executed 20 lease renewals, totaling 59,456 square feet at a weighted average increase of $2.37 per square foot, representing an increase of 15.6% over in-place rental rates.

•Signed 8 new leases, totaling 15,575 square feet with a weighted average rental rate of $22.65 per square foot, representing a new rent spread of 31.9%.

•The WHLR portfolio, excluding Cedar, was:

◦93.6% occupied, a 40 basis point decrease from 94.0%; and

◦94.4% leased, a 20 basis point increase from 94.2%.

•CDR Quarter-To-Date Leasing Activity

•Executed 2 lease renewals, totaling 5,460 square feet at a weighted average increase of $2.66 per square foot, representing an increase of 12.9% over in-place rental rates.

•Signed 1 new lease, totaling 1,600 square feet with a weighted average rental rate of $15.50 per square foot, representing a new rent spread of 67.7%.

•The Cedar portfolio was:

◦92.1% occupied, a 590 basis point increase from 86.2%; and

◦92.1% leased, a 510 basis point increase from 87.0%.

•The Company’s GLA, which is subject to leases that expire over the next six months and includes month-to-month leases, decreased to approximately 1.9%, compared to 2.0%. At June 30, 2026, 24.4% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 24 and provides additional details on the Company's leases).

SAME-PROPERTY NET OPERATING INCOME & LEASING

•Same-Property NOI decreased by 6.9% or $1.1 million. Same-Property NOI was impacted by:

•$1.1 million decrease in property revenue.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

•The following table sets forth information regarding Same-Property leasing activity:

% Leased % Occupied

Real Estate Portfolio 2026 2025 2026 2025

Company 93.8 % 93.1 % 93.2 % 92.7 %

WHLR(1)

94.4 % 94.0 % 93.6 % 93.8 %

CDR 92.1 % 90.7 % 92.1 % 90.1 %

(1) Excludes the Cedar real estate portfolio.

OPERATIONS

•Total revenue of $22.5 million decreased by 13.9% or $3.6 million, primarily a result of:

•$1.5 million decrease in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold;

•$1.1 million decrease in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties; and

•$1.0 million decrease in market lease amortization and straight line rent.

•Total operating expenses of $16.9 million increased by 3.2% or $0.5 million, primarily a result of:

•$1.6 million increase in impairment recorded for Rivergate Shopping Center, located in Macon, Georgia; and

•$0.5 million increase in professional fees; partially offset by

•$0.9 million decrease in operating expenses attributable to properties that were sold; and

•$0.7 million decrease in depreciation and amortization.

FINANCIAL

•FFO was $8.7 million as compared to $(3.5) million.

•AFFO was $2.4 million as compared to $4.1 million.

CAPITAL MARKETS

•The Company effected a one-for-three and a one-for-four reverse stock split on April 17, 2026 and June 17, 2026, respectively.

•The Company issued 109,923 shares of its Common Stock to unaffiliated holders in exchange for 29,394 shares of the Company's Series D Preferred Stock and 84,548 shares of the Company's Series B Preferred Stock.

•The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $0.6 million for the three months ended June 30, 2026, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheet, with such deemed contributions included as a component of net income attributable to common shareholders.

•The Company recognized a non-operating gain of $7.6 million in net changes in fair value of derivative liabilities, primarily related to the conversion price on the Convertible Notes relative to market trade prices of the Convertible Notes and Common Stock.

•The Company entered into two subscription agreements with certain investors pursuant to which the Company issued an aggregate 94,666 shares of its Series D Preferred Stock in consideration for an aggregate 14,950 shares of Cedar Series B and 127,050 shares of Cedar Series C Preferred Stock held by such investors. Immediately following the closing of each transaction, the Company contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $1.4 million in deemed distributions included as a component of net income attributable to common shareholders.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025

Stock class Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

Number of shares

Liquidation value (1)

WHLR 167,781 26,766 10,530 2,630 607

WHLRP 2,575,368 $64.4 2,659,916 $66.5 2,714,618 $67.9 2,887,818 $72.2 3,096,018 $77.4

WHLRD

1,737,197 $70.5 1,648,952 $67.5 1,507,205 $63.2 1,576,557 $66.0 1,776,179 $72.7

CDRpB 842,287 $21.1 857,237 $21.4 857,237 $21.4 857,237 $21.4 857,237 $21.4

CDRpC 1,808,172 $45.2 1,935,222 $48.4 2,229,222 $55.7 2,287,466 $57.2 2,907,535 $72.7

(1) Liquidation value in millions.

DISPOSITIONS

•On May 27, 2026, the company sold Georgetown, located in Georgetown, South Carolina, for $2.1 million, generating a loss of $0.4 million and net proceeds of $2.0 million.

•On May 5, 2026, the company sold Tuckernuck, located in Richmond, Virginia, for $12.0 million, generating a gain of $4.7 million and net proceeds of $11.5 million.

•On April 2, 2026, the company sold Surrey Plaza, located in Hawkinsville, Georgia, for $2.5 million, generating a gain of $0.6 million and net proceeds of $2.4 million.

OTHER

•The Company recognized non-operating expenses of $0.7 million, which primarily consisted of:

•$0.4 million related to the Aquino Settlement and is recorded as a liability on the condensed consolidated balance sheet as of June 30, 2026, for more information, see Note 8 in our Quarterly Report on Form 10-Q for the period ended June 30, 2026; and

•$0.3 million in other capital structure costs including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and Reverse Stock Splits.

2026 YEAR-TO-DATE HIGHLIGHTS

(All comparisons are to the same prior year period unless otherwise noted)

LEASING

•WHLR Year-To-Date Leasing Activity

•Executed 55 lease renewals totaling 375,177 square feet at a weighted average increase of $1.00 per square foot, representing an increase of 10.7% over in-place rental rates.

•Signed 16 new leases totaling 64,520 square feet with a weighted average rental rate of $15.48 per square foot, representing a new rent spread of 52.7%.

•CDR Year-To-Date Leasing Activity

•Executed 5 lease renewals totaling 11,872 square feet at a weighted average increase of $6.09 per square foot, representing an increase of 22.3% over in-place rental rates.

•Signed 5 new leases totaling 16,035 square feet with a weighted average rental rate of $14.92 per square foot, representing a new rent spread of (5.6)%.

SAME-PROPERTY NET OPERATING INCOME

•Same-Property NOI decreased by 0.3% or $0.1 million. Same-Property NOI was impacted by:

•$0.5 million increase in property expense; partially offset by

•$0.4 million increase in property revenue.

OPERATIONS

•Total revenue of $46.5 million decreased by 7.9% or $4.0 million, primarily a result of:

•$3.0 million decrease in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold; and

•$1.4 million decrease in market lease amortization and straight line rent; partially offset by

•$0.4 million increase in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties.

•Total operating expenses of $33.2 million decreased by 2.9% or $1.0 million, primarily a result of:

•$1.9 million decrease in operating expenses attributable to properties that were sold; and

•$1.7 million decrease in depreciation and amortization; partially offset by

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

•$1.6 million increase in impairment recorded for Rivergate Shopping Center, located in Macon, Georgia;

•$0.3 million increase in professional fees;

•$0.2 million increase in insurance;

•$0.2 million increase in real estate taxes;

•$0.1 million increase in repairs and maintenance; and

•$0.1 million increase in salaries.

FINANCIAL

•FFO was $7.5 million as compared to $(4.3) million.

•AFFO was $5.1 million as compared to $5.0 million.

CAPITAL MARKETS

•The Company effected a one-for-three, a one-for-three and a one-for-four reverse stock split on January 16, 2026, April 17, 2026 and June 17, 2026, respectively.

•In February 2026, the Warrants were amended and restated. The Amended and Restated Warrants were exercisable, in whole or in part (and at any time), for an aggregate number of shares of Common Stock representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise) at an exercise price of $0.01 per share. The Amended and Restated Warrants were exercised in whole on March 24, 2026, and the Company issued 2,867 shares of Common Stock upon the exercise of the Amended and Restated Warrants for net proceeds of $2 thousand, resulting in a $0.2 million loss, which is the excess amount of fair value of the Amended and Restated Warrants issued over the net proceeds received, included in "other expense" on the condensed consolidated statements of operations.

•The Company issued 119,215 shares of its Common Stock to unaffiliated holders in exchange for 56,745 shares of the Company's Series D Preferred Stock and 139,250 shares of the Company's Series B Preferred Stock.

•The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $1.1 million for the six months ended June 30, 2026, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheet, with such deemed contributions included as a component of net income attributable to common shareholders.

•The Company recognized a non-operating gain of $4.2 million in net changes in fair value of derivative liabilities, primarily related to the conversion price on the Convertible Notes relative to market trade prices of the Convertible Notes and Common Stock.

•The Company entered into six subscription agreements with certain investors pursuant to which the Company issued an aggregate 281,666 shares of its Series D Preferred Stock in consideration for an aggregate 14,950 shares of Cedar Series B Preferred Stock and 421,050 shares of Cedar Series C Preferred Stock held by such investors. Immediately following the closing of each transaction, the Company contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $4.1 million in deemed distributions included as a component of net income attributable to common shareholders.

DISPOSITIONS

•The Company executed a series of strategic asset sales, totaling $21.6 million in proceeds, including transactions across South Carolina, Georgia, and Virginia. These sales generated meaningful gains which supported ongoing deleveraging efforts.

OTHER

•The Company recognized non-operating expenses of $1.7 million, which primarily consisted of:

•$0.7 million in other capital structure costs including the registration of the offer and sale of the shares of our Common Stock issuable upon exercise of the Amended and Restated Warrants, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and expenses incurred in connection with the Reverse Stock Splits;

•$0.4 million related to the Aquino Settlement, for more information, see Note 8 in our Quarterly Report on Form 10-Q for the period ended June 30, 2026;

•$0.5 million in fees paid in connection with the Amended and Restated Warrants; and

•$0.2 million loss on the exercise of the Amended and Restated Warrants.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

BALANCE SHEET

•Cash and cash equivalents totaled $31.9 million, compared to $23.7 million at December 31, 2025.

•Restricted cash totaled $27.9 million, compared to $25.0 million at December 31, 2025. The funds at June 30, 2026 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes, insurance expenses and includes $6.0 million to secure the April 2025 Cedar Bridge Loan.

•Debt totaled $471.7 million, compared to $482.8 million at December 31, 2025, and the decrease is primarily a result of scheduled loan payments, including the $4.4 million payoff of the Tuckernuck loan and sales proceeds used to paydown the June 2022 Term Loan.

•The Company's weighted average interest rate on property level debt was 5.5% with a term of 6.2 years, compared to 5.5% with a term of 6.6 years at December 31, 2025. The weighted average interest rate on all debt was 5.6% with a term of 6.1 years, compared to 5.6% with a term of 6.5 years at December 31, 2025. See page 19 for further details on interest expense.

•Real estate, net of assets held for sale totaled $466.8 million compared to $484.7 million as of December 31, 2025.

•The Company invested $4.3 million in tenant improvements and capital expenditures into its properties.

DIVIDENDS

•Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were $27.1 million or $15.60 per share as of June 30, 2026.

•During the six months ended June 30, 2026, Cedar paid dividends of $2.4 million.

•On July 30, 2026, the Cedar announced that the Cedar's Board of Directors declared dividends of $0.453125 and $0.406250 per share with respect to the Cedar Series B Preferred Stock and Cedar Series C Preferred Stock, respectively. The dividends are payable on August 20, 2026 to shareholders of record of the Cedar Series B Preferred Stock and Cedar Series C Preferred Stock, as applicable, on August 10, 2026.

SERIES D PREFERRED STOCK - REDEMPTIONS

•Holders of the Series D Preferred Stock have the right to request that the Company redeem any or all their shares of Series D Preferred Stock monthly. The Company has been settling redemptions of the Series D Preferred Stock in shares of Common Stock. The redemption price for any redemption notice received on or before the 25th day of any month is paid on the 5th day of the following month or, if such date is not a business day, on the next succeeding business day. Since September 2023, the Company has processed approximately 427 redemption requests, collectively redeeming approximately 1.8 million shares of Series D Preferred Stock.

RELATED PARTY

•The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three and six months ended June 30, 2026, Cedar paid the Company $0.5 million and $0.7 million for these services, respectively.

•Related party amounts due to WHLR from Cedar for financing and real estate taxes, management fees, leasing commissions, sales commissions and Cost Sharing Agreement allocations were $11.5 million and $11.3 million as of June 30, 2026 and December 31, 2025, respectively, and have been eliminated for consolidation purposes.

•As of June 30, 2026, the net asset value of the Company’s investment in Stilwell Activist Investments, L.P., a Delaware limited partnership ("SAI"), was $30.0 million, which includes $25.5 million of subscriptions. On May 28, 2026, the Company subscribed for an additional investment in the amount of $5.0 million for limited partnership interests in SAI. For the six months ended June 30, 2026, the Company recorded unrealized holding gains of $0.6 million through other comprehensive income, net of $0.3 million investment fees. For more information, see Note 4 in our Quarterly Report on Form 10-Q for the period ended June 30, 2026.

SUBSEQUENT EVENTS

•The Company had received requests to redeem 8,200 shares of Series D Preferred Stock subsequent to June 30, 2026. Accordingly, the Company issued 55,176 shares of Common Stock in settlement of an aggregate redemption price of approximately $0.3 million.

•The Company agreed to issue an aggregate amount of 1,708,630 shares of Common Stock to five unaffiliated holders of the Company’s securities in separate exchanges for an aggregate amount of 21,681 shares of the Series D Preferred Stock and 247,535 shares of the Series B Preferred Stock.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

•The Company effected a one-for-five reverse stock split on July 27, 2026.

•On August 3, 2026, the Company paid $0.4 million for the Aquino Settlement.

ADDITIONAL INFORMATION

The enclosed information should be read in conjunction with the Company's filings with the Securities and Exchange Commission, including, but not limited to, its quarterly and annual filings on Forms 10-Q and 10-K. These documents are or will be available upon filing via the U.S. Securities and Exchange Commission website (www.sec.gov) or through WHLR’s website at www.whlr.us.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Consolidated Balance Sheets

$ in 000s, except par value and share data

June 30, 2026 December 31, 2025

(unaudited)

ASSETS:

Real estate:

Land and land improvements $ 119,880 $ 123,444

Buildings and improvements 473,150 484,068

593,030 607,512

Less accumulated depreciation (126,216) (122,837)

Real estate, net 466,814 484,675

Cash and cash equivalents 31,873 23,656

Restricted cash 27,914 24,973

Receivables, net 14,255 15,759

Investment securities - related party 29,958 24,406

Assets held for sale — 4,549

Above market lease intangibles, net 589 706

Operating lease right-of-use assets 7,461 7,546

Deferred costs and other assets, net 14,512 15,464

Total Assets $ 593,376 $ 601,734

LIABILITIES:

Loans payable, net $ 458,109 $ 468,157

Liabilities associated with assets held for sale — 1,383

Below market lease intangibles, net 6,534 7,370

Derivative liabilities 3,047 7,243

Operating lease liabilities 8,132 8,221

Series D Preferred Stock redemptions 335 30

Accounts payable, accrued expenses and other liabilities 14,342 14,639

Total Liabilities 490,499 507,043

Commitments and contingencies

Series D Cumulative Convertible Preferred Stock 70,199 63,204

EQUITY:

Series A Preferred Stock (no par value, 4,500 shares authorized, 562 shares issued and outstanding; $0.6 million in aggregate liquidation value)

453 453

Series B Convertible Preferred Stock (no par value, 5,000,000 authorized; 2,575,368 and 2,714,618 shares, respectively, issued and outstanding; $64.4 million and $67.9 million aggregate liquidation preference, respectively)

34,476 36,296

Common Stock ($0.01 par value, 200,000,000 shares authorized, 167,781 and 10,530 shares, respectively, issued and outstanding)

2 —

Additional paid-in capital 316,831 311,983

Accumulated deficit (348,998) (350,879)

Accumulated other comprehensive income 2,933 2,381

Total Shareholders’ Equity 5,697 234

Noncontrolling interests 26,981 31,253

Total Equity 32,678 31,487

Total Liabilities and Equity $ 593,376 $ 601,734

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Consolidated Statements of Operations

$ in 000s, except share and per share data

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

REVENUE:

Rental revenues $ 22,024 $ 25,656 $ 45,902 $ 49,837

Other revenues 452 445 581 618

Total Revenue 22,476 26,101 46,483 50,455

OPERATING EXPENSES:

Property operations 6,851 7,741 15,260 16,678

Depreciation and amortization 5,089 5,778 10,321 12,009

Impairment charges 1,590 — 1,590 —

Corporate general & administrative 3,323 2,817 6,059 5,549

Total Operating Expenses 16,853 16,336 33,230 34,236

Gain on disposal of properties, net 4,885 5,189 7,442 10,877

Operating Income 10,508 14,954 20,695 27,096

Interest income 207 202 360 444

Interest expense (7,960) (8,692) (15,254) (16,785)

Net changes in fair value of derivative liabilities 7,566 (6,427) 4,196 (8,737)

Loss on conversion of Convertible Notes — (902) — (902)

Gain on preferred stock redemptions 111 228 290 1,046

Other expense (684) (363) (1,710) (763)

Net Income (Loss) Before Income Taxes 9,748 (1,000) 8,577 1,399

Income tax expense (2) — (2) (26)

Net Income (Loss) 9,746 (1,000) 8,575 1,373

Less: Net income attributable to noncontrolling interests 1,107 1,447 2,333 3,311

Net Income (Loss) Attributable to Wheeler REIT 8,639 (2,447) 6,242 (1,938)

Preferred Stock dividends - undeclared (1,719) (1,632) (3,274) (3,510)

Deemed contribution related to issuance of Series D Preferred Stock 1,033 553 1,860 553

Deemed contribution related to preferred stock exchanges 642 2,491 1,137 5,518

Deemed distribution related to noncontrolling interests (1,448) (4,011) (4,084) (12,521)

Net Income (Loss) Attributable to Wheeler REIT Common Shareholders $ 7,147 $ (5,046) $ 1,881 $ (11,898)

Earnings (loss) per share:

Basic $ 102.49 $ (17,105.08) $ 42.69 $ (74,830.19)

Diluted $ 0.24 $ (17,105.08) $ (0.11) $ (74,830.19)

Weighted-average number of shares:

Basic 69,731 295 44,058 159

Diluted 4,980,601 295 2,162,605 159

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Reconciliation of Non-GAAP Measures

Same-Property Net Operating Income

$ in 000s

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating Income $ 10,508 $ 14,954 $ 20,695 $ 27,096

Add (deduct):

Gain on disposal of properties, net (4,885) (5,189) (7,442) (10,877)

Corporate general & administrative 3,323 2,817 6,059 5,549

Impairment charges 1,590 — 1,590 —

Depreciation and amortization 5,089 5,778 10,321 12,009

Straight-line rents (116) (748) (450) (1,147)

Above (below) market lease amortization, net (360) (685) (720) (1,425)

Other non-property revenue (21) (55) (23) (58)

NOI related to properties not defined as Same-Property (174) (818) (431) (1,471)

Same-Property Net Operating Income

$ 14,954 $ 16,054 $ 29,599 $ 29,676

Property revenues $ 21,707 $ 22,791 $ 44,500 $ 44,063

Property expenses 6,753 6,737 14,901 14,387

Same-Property Net Operating Income $ 14,954 $ 16,054 $ 29,599 $ 29,676

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Reconciliation of Non-GAAP Measures (continued)

FFO and AFFO

$ in 000s, except share, unit and per share data

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Income (Loss) $ 9,746 $ (1,000) $ 8,575 $ 1,373

Depreciation and amortization of real estate assets 5,089 5,778 10,321 12,009

Impairment charges 1,590 — 1,590 —

Gain on disposal of properties, net (4,885) (5,189) (7,442) (10,877)

FFO 11,540 (411) 13,044 2,505

Preferred stock dividends - undeclared (1,719) (1,632) (3,274) (3,510)

Dividends on noncontrolling interests preferred stock (1,107) (1,447) (2,333) (3,311)

Preferred stock accretion adjustments 21 22 43 44

FFO available to common stockholders 8,735 (3,468) 7,480 (4,272)

Other non-recurring and non-cash expenses (1)

415 27 1,129 568

Net changes in fair value of derivative liabilities (7,566) 6,427 (4,196) 8,737

Loss on conversion of Convertible Notes — 902 — 902

Gain on Preferred Stock redemptions (111) (228) (290) (1,046)

Straight-line rental revenue, net straight-line expense (138) (767) (494) (1,184)

Deferred financing cost amortization 523 769 1,096 1,477

Paid-in-kind interest 1,272 1,466 1,786 2,006

Above (below) market lease amortization, net (360) (685) (720) (1,425)

Recurring capital expenditures tenant improvement reserves (331) (368) (678) (744)

AFFO $ 2,439 $ 4,075 $ 5,113 $ 5,019

Weighted Average Common Shares 69,731 295 44,058 159

FFO per Common Share $ 125.27 $ (11,755.93) $ 169.78 $ (26,867.92)

AFFO per Common Share $ 34.98 $ 13,813.56 $ 116.05 $ 31,566.04

(1) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Reconciliation of Non-GAAP Measures (continued)

EBITDA

$ in 000s

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Income (Loss) $ 9,746 $ (1,000) $ 8,575 $ 1,373

Add back:

Depreciation and amortization (1)

4,729 5,093 9,601 10,584

Interest expense (2)

7,960 8,692 15,254 16,785

Income tax expense 2 — 2 26

EBITDA

22,437 12,785 33,432 28,768

Adjustments for items affecting comparability:

Net change in FMV of derivative liabilities (7,566) 6,427 (4,196) 8,737

Other non-recurring and non-cash expenses (3)

357 — 1,007 —

Impairment charges 1,590 — 1,590 —

Loss on conversion of Convertible Notes — 902 — 902

Gain on Preferred Stock redemptions (111) (228) (290) (1,046)

Gain on disposal of properties, net (4,885) (5,189) (7,442) (10,877)

Adjusted EBITDA

$ 11,822 $ 14,697 $ 24,101 $ 26,484

(1) Includes above (below) market lease amortization.

(2) Includes loan cost amortization.

(3) Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Quarterly Report on Form 10-Q for the period ended June 30, 2026.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Debt Summary

$ in 000s

Property/Description Monthly Payment Interest

Rate Maturity June 30, 2026 December 31, 2025

Variable-rate:

August 2025 Cedar Credit Facility Interest only n/a August 2027 $ — $ —

April 2025 Cedar Bridge Loan Interest only 4.9% February 2028 5,966 5,966

Fixed-rate:

Tuckernuck $ 32,202 5.0% March 2026 — 4,460

Timpany Plaza $ 79,858 7.3% September 2028 11,354 11,415

Village of Martinsville $ 89,664 4.3% July 2029 13,608 13,849

Laburnum Square $ 37,842 4.3% September 2029 7,433 7,499

Rivergate (1)

$ 100,222 4.3% September 2031 16,356 16,605

Convertible Notes Interest only 7.0% December 2031 29,353 29,353

June 2022 Term Loan (2)

Interest only 4.3% July 2032 66,331 72,030

JANAF Interest only 5.3% July 2032 60,000 60,000

October 2022 Cedar Term Loan Interest only 5.3% November 2032 100,441 100,441

Patuxent Crossing/Coliseum Marketplace Interest only 6.4% January 2033 25,000 25,000

May 2023 Term Loan 1 $ 373,981 6.2% June 2033 60,376 60,744

May 2023 Term Loan 2 Interest only 6.2% June 2033 53,070 53,070

June 2024 Term Loan Interest only 6.8% July 2034 22,409 22,409

Total Principal Balance 471,697 482,841

Unamortized deferred financing cost (13,588) (14,684)

Total Loans Payable, net $ 458,109 $ 468,157

(1) In October 2026, the interest rate under this loan resets based on the 5-year U.S. Treasury Rate plus 2.70%, with a floor of 4.25%.

(2) Commencing on August 10, 2027, until the maturity date of July 10, 2032, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount at that time.

Interest Expense

$ in 000s

Three Months Ended June 30, Six Months Ended June 30, Three Months Ended Changes Six Months Ended Changes

2026 2025 2026 2025 Dollar Percent Dollar Percent

Property debt interest - excluding Cedar debt $ 4,097 $ 4,343 $ 8,234 $ 8,667 $ (246) (5.7) % $ (433) (5.0) %

Convertible Notes interest (1)

1,272 1,466 1,786 2,006 (194) (13.2) % (220) (11.0) %

Loan prepayment premium 60 32 123 573 28 87.5 % (450) (78.5) %

Amortization of deferred financing costs 523 769 1,096 1,477 (246) (32.0) % (381) (25.8) %

Variable-rate lines of credit (2)

65 136 149 136 (71) (52.2) % 13 9.6 %

Property debt interest - Cedar 1,943 1,946 3,866 3,926 (3) (0.2) % (60) (1.5) %

Total Interest Expense $ 7,960 $ 8,692 $ 15,254 $ 16,785 $ (732) (8.4) % $ (1,531) (9.1) %

(1) Includes the fair value adjustment for the paid-in-kind interest.

(2) Includes the April 2025 Cedar Bridge Loan.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Debt Summary (continued)

Total Debt

$ in 000s

Scheduled principal repayments and maturities by year Amount % Total Principal Payments and Maturities

For the remaining six months ending December 31, 2026 $ 1,005 0.2 %

December 31, 2027 2,915 0.6 %

December 31, 2028 23,080 4.9 %

December 31, 2029 25,482 5.4 %

December 31, 2030 6,665 1.4 %

December 31, 2031 49,596 10.5 %

Thereafter 362,954 77.0 %

Total principal repayments and debt maturities $ 471,697 100.0 %

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Property Summary

Property

Location

# of

Tenants

Total Leasable

Leased

% Occupied

Total SF Occupied

ABR (in 000's)

ABR per Occupied SF

WHLR

Alex City Marketplace Alexander City, AL 20 151,843 100.0 % 100.0 % 151,843 $ 1,358 $ 8.94

Beaver Ruin Village Lilburn, GA 26 74,038 86.6 % 86.6 % 64,137 1,273 19.84

Beaver Ruin Village II Lilburn, GA 4 34,925 100.0 % 100.0 % 34,925 507 14.51

Brook Run Shopping Center Richmond, VA 13 147,738 80.7 % 80.7 % 119,176 901 7.56

Bryan Station Lexington, KY 9 54,277 94.5 % 94.5 % 51,275 632 12.33

Cardinal Plaza Henderson, NC 9 50,000 97.0 % 97.0 % 48,500 520 10.72

Chesapeake Square Onley, VA 12 108,982 84.6 % 84.6 % 92,174 718 7.79

Clover Plaza Clover, SC 10 45,575 100.0 % 100.0 % 45,575 521 11.44

Conyers Crossing Conyers, GA 13 170,475 99.4 % 99.4 % 169,425 1,104 6.51

Crockett Square Morristown, TN 4 107,122 100.0 % 100.0 % 107,122 1,023 9.55

Cypress Shopping Center Boiling Springs, SC 18 80,435 98.3 % 98.3 % 79,035 800 10.13

Folly Road Charleston, SC 5 47,794 100.0 % 100.0 % 47,794 781 16.34

Forrest Gallery Tullahoma, TN 27 214,451 90.7 % 90.7 % 194,442 1,517 7.80

Fort Howard Shopping Center Rincon, GA 20 113,652 100.0 % 100.0 % 113,652 1,326 11.67

Freeway Junction Stockbridge, GA 16 156,834 86.5 % 86.5 % 135,632 1,367 10.08

Franklin Village Kittanning, PA 26 151,821 98.6 % 74.0 % 112,319 1,264 11.25

Franklinton Square Franklinton, NC 14 65,366 95.3 % 95.3 % 62,300 624 10.01

Grove Park Shopping Center Orangeburg, SC 14 93,265 94.8 % 94.8 % 88,375 737 8.34

Harrodsburg Marketplace Harrodsburg, KY 9 60,048 94.0 % 94.0 % 56,448 501 8.87

JANAF Norfolk, VA 110 796,624 90.3 % 90.3 % 718,978 10,092 14.04

Laburnum Square Richmond, VA 20 109,387 97.4 % 97.4 % 106,587 1,067 10.01

Ladson Crossing Ladson, SC 15 52,607 100.0 % 100.0 % 52,607 537 10.20

LaGrange Marketplace LaGrange, GA 11 76,594 87.1 % 87.1 % 66,700 444 6.66

Lake Greenwood Crossing Greenwood, SC 8 43,618 100.0 % 100.0 % 43,618 427 9.79

Litchfield Market Village Pawleys Island, SC 27 86,717 100.0 % 100.0 % 86,717 1,229 14.17

Lumber River Village Lumberton, NC 11 66,781 100.0 % 100.0 % 66,781 526 7.88

Nashville Commons Nashville, NC 12 56,100 100.0 % 100.0 % 56,100 698 12.45

New Market Crossing Mt. Airy, NC 13 117,076 100.0 % 100.0 % 117,076 1,104 9.43

Parkway Plaza Brunswick, GA 5 52,365 84.8 % 84.8 % 44,385 486 10.95

Pierpont Centre Morgantown, WV 14 111,162 97.0 % 97.0 % 107,835 1,164 10.80

Port Crossing Harrisonburg, VA 8 65,365 100.0 % 100.0 % 65,365 881 13.48

Riverbridge Shopping Center Carrollton, GA 11 91,188 96.9 % 96.9 % 88,375 786 8.90

Rivergate Shopping Center Macon, GA 22 193,960 80.2 % 80.2 % 155,533 2,527 16.25

Sangaree Plaza Summerville, SC 10 66,948 100.0 % 100.0 % 66,948 761 11.37

Shoppes at Myrtle Park Bluffton, SC 14 56,609 99.3 % 99.3 % 56,189 710 12.63

South Park Mullins, SC 4 60,734 96.9 % 96.9 % 58,834 413 7.02

South Square Lancaster, SC 6 44,350 81.0 % 81.0 % 35,900 326 9.07

St. George Plaza St. George, SC 8 59,174 100.0 % 100.0 % 59,174 434 7.34

Sunshine Plaza Lehigh Acres, FL 22 111,189 100.0 % 100.0 % 111,189 1,181 10.62

Tampa Festival Tampa, FL 22 141,580 100.0 % 100.0 % 141,580 1,339 9.46

Twin City Commons Batesburg-Leesville, SC 5 47,680 100.0 % 100.0 % 47,680 491 10.31

Village of Martinsville Martinsville, VA 22 288,254 100.0 % 100.0 % 288,254 2,390 8.29

Waterway Plaza Little River, SC 10 49,750 100.0 % 100.0 % 49,750 573 11.52

Westland Square West Columbia, SC 12 62,735 100.0 % 100.0 % 62,735 552 8.79

WHLR TOTAL 691 4,837,188 94.4 % 93.6 % 4,529,039 $ 48,612 $ 10.73

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Property Summary (continued)

Property

Location

# of

Tenants

Total Leasable

Leased

% Occupied

Total SF Occupied

ABR (in 000's)

ABR per Occupied SF

CDR

Brickyard Plaza Berlin, CT 12 227,598 100.0 % 100.0 % 227,598 $ 2,141 $ 9.41

Coliseum Marketplace Hampton, VA 10 106,648 100.0 % 100.0 % 106,648 1,309 12.28

Fairview Commons New Cumberland, PA 12 50,485 82.6 % 82.6 % 41,705 545 13.06

Gold Star Plaza Shenandoah, PA 7 71,720 100.0 % 100.0 % 71,720 693 9.66

Golden Triangle Lancaster, PA 21 202,790 90.8 % 90.8 % 184,125 2,862 15.55

Hamburg Square Hamburg, PA 7 102,058 100.0 % 100.0 % 102,058 736 7.21

Patuxent Crossing California, MD 28 264,068 78.9 % 78.9 % 208,209 1,908 9.16

Pine Grove Plaza Brown Mills, NJ 17 79,306 89.9 % 89.9 % 71,306 885 12.41

Southington Center Southington, CT 7 155,842 83.4 % 83.4 % 129,903 885 6.81

Timpany Plaza Gardner, MA 18 182,820 82.9 % 82.9 % 151,460 1,647 10.88

Trexler Mall Trexlertown, PA 25 342,541 99.7 % 99.7 % 341,544 4,022 11.78

Washington Center Shoppes Sewell, NJ 31 157,300 98.1 % 98.1 % 154,300 2,192 14.21

CDR TOTAL 195 1,943,176 92.1 % 92.1 % 1,790,576 $ 19,825 $ 11.07

COMBINED TOTAL 886 6,780,364 93.8 % 93.2 % 6,319,615 $ 68,437 $ 10.83

Undeveloped Land Company Location Parcel Size (in acres)

Brook Run Properties WHLR Richmond, VA 2.00

Courtland Commons WHLR Courtland, VA 1.04

South Philadelphia parcel CDR Philadelphia, PA 1.35

Property Statistics Summary Consolidated

Three Months Ended

June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025

Number of Centers 56 59 62 66 66

Leasable Square Feet 6,780,364 6,946,007 7,018,837 7,436,018 7,436,018

Percentage Leased 93.8% 94.6% 94.3% 92.4% 92.0%

Percentage Occupied 93.2% 94.0% 93.3% 91.8% 91.6%

ABR (in 000's) $68,437 $70,609 $70,008 $72,104 $71,606

Renewal Rent Spread 15.3% 10.4% 11.2% 10.6% 12.9%

New Rent Spread 33.8% 37.6% 30.4% 19.7% 14.2%

Capital and Tenant Improvements (in 000's) $2,392 $1,878 $4,563 $6,335 $4,131

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Property Summary (continued)

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Top Ten Tenants by Annualized Base Rent

Tenants Category Annualized Base Rent

($ in 000s) % of Total Annualized Base Rent Total Occupied Square Feet Percent Total Leasable Square Foot Annualized Base Rent Per Occupied Square Foot

Food Lion Grocery $ 3,992 5.8 % 455,000 6.7 % $ 8.77

Kroger Co (1)

Grocery 2,137 3.1 % 239,000 3.5 % 8.94

Dollar Tree Discount Retailer 1,379 2.0 % 166,000 2.4 % 8.31

TJX Companies (2)

Discount Retailer 1,275 1.9 % 195,000 2.9 % 6.54

Planet Fitness Gym 1,274 1.9 % 134,000 2.0 % 9.51

Lowes Foods (3)

Grocery 1,236 1.8 % 130,000 1.9 % 9.51

Aldi (4)

Grocery 1,072 1.6 % 106,000 1.6 % 10.11

Kohl's Discount Retailer 1,049 1.5 % 147,000 2.2 % 7.14

Lehigh Valley Health Health 819 1.2 % 43,000 0.6 % 19.05

Goodwill Discount Retailer 806 1.2 % 88,000 1.3 % 9.16

$ 15,039 22.0 % 1,703,000 25.1 % $ 8.83

(1) Kroger 4 / Harris Teeter 1 / 3 fuel stations

(2) Marshall's 4 / HomeGoods 2 / TJ Maxx 1

(3) Lowes Foods 1 / KJ's Market 2

(4) Aldi 3 / Winn Dixie 1

Lease Expiration Schedule

Lease Expiration Period Number of Expiring Leases Total Expiring Square Footage % of Total Expiring Square Footage % of Total Occupied Square Footage Expiring Expiring Annualized Base Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent Per Occupied

Square Foot

Available — 460,749 6.8 % — % $ — — % $ —

MTM 7 13,392 0.2 % 0.2 % 139 0.2 % 10.38

2026 53 115,495 1.7 % 1.8 % 1,701 2.5 % 14.73

2027 151 571,090 8.4 % 9.0 % 7,101 10.4 % 12.43

2028 145 964,757 14.2 % 15.3 % 9,429 13.8 % 9.77

2029 156 902,514 13.3 % 14.3 % 10,427 15.2 % 11.55

2030 125 1,158,233 17.1 % 18.3 % 10,755 15.7 % 9.29

2031 100 889,257 13.1 % 14.1 % 9,804 14.3 % 11.02

2032 39 440,979 6.5 % 7.0 % 4,303 6.3 % 9.76

2033 22 293,791 4.3 % 4.6 % 3,137 4.6 % 10.68

2034 32 330,623 4.9 % 5.2 % 3,549 5.2 % 10.73

2035 & thereafter 56 639,484 9.5 % 10.2 % 8,092 11.8 % 12.65

Total 886 6,780,364 100.0 % 100.0 % $ 68,437 100.0 % $ 10.83

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Lease Expiration Schedule (continued)

Anchor Lease Expiration Schedule

No Option Option

Lease Expiration Period Number of Expiring Leases Expiring Occupied Square Footage Expiring Annualized Based Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent per Square Foot Number of Expiring Leases Expiring Occupied Square Footage Expiring Annualized Based Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent per Square Foot

Available — 92,495 $ — — % $ — — — $ — — % $ —

MTM — — — — % — — — — — % —

2026 — — — — % — — — — — % —

2027 1 24,060 306 14.5 % 12.72 4 117,146 987 3.6 % 8.43

2028 1 32,000 125 5.9 % 3.91 13 575,240 3,587 13.2 % 6.24

2029 3 71,939 789 37.5 % 10.97 10 356,858 2,821 10.3 % 7.91

2030 — — — — % — 16 822,248 5,209 19.1 % 6.34

2031 1 20,858 66 3.1 % 3.16 14 548,525 4,965 18.2 % 9.05

2032 — — — — % — 9 289,853 1,993 7.3 % 6.88

2033 1 43,416 819 39.0 % 18.86 5 187,780 1,440 5.3 % 7.67

2034 — — — — % — 7 256,453 2,159 7.9 % 8.42

2035 & thereafter — — — — % — 13 470,262 4,110 15.1 % 8.74

Total 7 284,768 $ 2,105 100.0 % $ 10.95 91 3,624,365 $ 27,271 100.0 % $ 7.52

Non-anchor Lease Expiration Schedule

No Option Option

Available — 368,254 $ — — % $ — — — $ — — % $ —

MTM 7 13,392 139 0.7 % 10.38 — — — — % —

2026 41 84,102 1,164 6.3 % 13.84 12 31,393 537 2.6 % 17.11

2027 103 243,210 3,739 20.1 % 15.37 43 186,674 2,069 10.1 % 11.08

2028 85 188,866 3,219 17.3 % 17.04 46 168,651 2,498 12.2 % 14.81

2029 87 226,006 3,515 18.9 % 15.55 56 247,711 3,302 16.1 % 13.33

2030 66 141,400 2,594 14.0 % 18.35 43 194,585 2,952 14.4 % 15.17

2031 40 104,116 1,809 9.7 % 17.37 45 215,758 2,964 14.5 % 13.74

2032 13 34,941 560 3.0 % 16.03 17 116,185 1,750 8.5 % 15.06

2033 10 23,082 344 1.9 % 14.90 6 39,513 534 2.6 % 13.51

2034 15 38,874 690 3.7 % 17.75 10 35,296 700 3.4 % 19.83

2035 & thereafter 12 27,083 793 4.4 % 29.28 31 142,139 3,189 15.6 % 22.44

Total 479 1,493,326 $ 18,566 100.0 % $ 16.50 309 1,377,905 $ 20,495 100.0 % $ 14.87

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Leasing Summary

WHLR Leasing Renewals and New Leases

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Renewals:

Leases renewed with rate increase (sq feet) 59,456 66,492 313,177 214,013

Leases renewed with rate decrease (sq feet) — — — —

Leases renewed with no rate change (sq feet) — 32,000 62,000 83,668

Total leases renewed (sq feet) 59,456 98,492 375,177 297,681

Leases renewed with rate increase (count) 20 24 54 54

Leases renewed with rate decrease (count) — — — —

Leases renewed with no rate change (count) — 1 1 3

Total leases renewed (count) 20 25 55 57

Option exercised (count) 4 5 18 9

Renewal Rent Spread (per sq foot)

$ 2.37 $ 1.37 $ 1.00 $ 1.39

Renewal Rent Spread 15.6 % 13.6 % 10.7 % 14.0 %

New Leases:

New leases (sq feet) 15,575 22,893 64,520 91,395

New leases (count) 8 10 16 18

Weighted average rate (per sq foot) $ 22.65 $ 14.40 $ 15.48 $ 13.02

New Rent Spread 31.9 % 40.8 % 52.7 % 38.8 %

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

Leasing Summary (continued)

CDR Leasing Renewals and New Leases

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Renewals:

Leases renewed with rate increase (sq feet) 5,460 76,059 11,872 150,449

Leases renewed with rate decrease (sq feet) — — — —

Leases renewed with no rate change (sq feet) — 1,375 — 1,375

Total leases renewed (sq feet) 5,460 77,434 11,872 151,824

Leases renewed with rate increase (count) 2 5 5 13

Leases renewed with rate decrease (count) — — — —

Leases renewed with no rate change (count) — 1 — 1

Total leases renewed (count) 2 6 5 14

Option exercised (count) 1 2 3 7

Renewal Rent Spread (per sq foot)

$ 2.66 $ 0.42 $ 6.09 $ 0.65

Renewal Rent Spread 12.9 % 10.6 % 22.3 % 8.9 %

New Leases:

New leases (sq feet) 1,600 16,702 16,035 16,702

New leases (count) 1 5 5 5

Weighted average rate (per sq foot) $ 15.50 $ 21.89 $ 14.92 $ 21.89

New Rent Spread (1)

67.7 % (2.4) % (5.6) % (2.4) %

(1) The negative New Rent Spread consisted of one 10,000 sq foot lease and one 1,600 sq foot lease, while the remaining leases had a positive New Rent Spread.

WHLR | Financial & Operating Data | as of 6/30/2026 unless otherwise stated

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