Wheeler Real Estate Investment Trust : Financial Supplement Q1 2024

Table of Contents

	Page
Glossary of Terms	3
Company Overview	6
Financial and Portfolio Overview	7
Financial and Operating Results	8
Financial Summary
Consolidated Balance Sheets	11
Consolidated Statements of Operations	12
Reconciliation of Non-GAAP Measures	13
Debt Summary	16
Portfolio Summary
Property Summary	18
Top Ten Tenants by Annualized Base Rent and Lease Expiration Schedules	21
Leasing Summary	23

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, without limitation: the use of and demand for retail space; general and economic business conditions, including those affecting the ability of individuals to spend in retail shopping centers and/or the rate and other terms on which we are able to lease our properties; the loss or bankruptcy of the Company's tenants; the state of the U.S. economy generally, or specifically in the Mid-Atlantic, Southeast and Northeast where our properties are geographically concentrated; consumer spending and confidence trends; 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; our ability to register sufficient shares of our Common Stock to cover redemptions of all Series D Preferred Stock tendered to us by the holders thereof; the degree and nature of our competition; changes in governmental regulations, accounting rules, tax rates and similar matters; adverse economic or real estate developments in our markets of the Mid-Atlantic, Southeast and Northeast; 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; the risk that shareholder litigation in connection with the Cedar Acquisition (as defined herein) and as recently filed by one of the Company's shareholders, Daniel Khoshaba, may result in significant costs of defense, indemnification and liability, and divert management's attention away from running our business; financing risks, such as the Company's inability to obtain new financing or refinancing on favorable terms as the result of market

WHLR | Financial & Operating Data

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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; risks related to the market for retail space generally, including 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; risks endemic to real estate and the real estate industry generally; the adverse effect any future pandemic, endemic or outbreak of infectious diseases, and mitigation efforts, including government-imposed lockdowns, to control their spread; 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; competitive risks; risks related to the geographic concentration of the Company's properties in the Mid-Atlantic, Southeast and Northeast; the Company's ability to regain compliance with the listing standards of the Nasdaq Capital Market ("Nasdaq") and maintain its listing thereon; the effects on the trading market of our Common Stock of the August 2023 one-for-ten reverse stock split of our Common Stock (which we refer to as the "Reverse Stock Split") 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., 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 e-commerce on our tenants' business; 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 Securities and Exchange Commission, 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.

Glossary of Terms

Term		Definition
Adjusted FFO		We believe the computation of FFO in accordance with Nareit's definition includes
("AFFO")		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-cashshare-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		Monthly base rent on occupied space as of the end of the current reporting period
Rent ("ABR")		multiplied by twelve months excluding the impact of tenant concessions and rent
		abatements.

WHLR | Financial & Operating Data

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TermDefinition

Earnings Before	A widely-recognizednon-GAAP financial measure that the Company believes, when
Interest, Taxes,	considered with financial statements prepared in accordance with GAAP, is useful to
Depreciation and	investors and lenders in understanding financial performance and providing a relevant
Amortization	basis for comparison among other companies, including REITs. While EBITDA should
("EBITDA")	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")

Gross Leasable Area ("GLA")

We use funds from operations ("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.

The total amount of leasable space in an investment property.

Ground Lease	A signed lease agreement in which a lessee has contractual rights to the property
	during the lease period.
Leased Rate /	The space committed to lessee under a signed lease agreement as a percentage of
% Leased	gross leasable area executed through March 31, 2024.
Local Tenant	Tenant with presence in one state with 10 or less locations.
National / Regional	Tenant with presence in multiple states or single state presence with more than 10
Tenant	locations
Occupancy Rate /	The space delivered to a tenant under a signed lease agreement as a percentage of
% Occupied	gross leasable area through March 31, 2024.
Rent Spread:
New Rent Spread	Weighted average change over the gross value of the new lease, annualized per
	square foot, compared to the annualized base rent per square foot of the prior tenant.
Renewal Rent	Weighted average change over the gross value of the renewed lease, annualized per
Spread	square foot, compared to the annualized base rent per square foot of the prior rate.
Same-Property	Properties owned during all periods presented herein.

WHLR | Financial & Operating Data

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TermDefinition

Same-Property Net	Same-Property net operating income ("Same-Property NOI") is a widely-used non-
Operating Income	GAAP financial measure for REITs. The Company believes that Same-Property NOI is
("Same-Property	a useful measure of the Company's property operating performance. The Company
NOI")	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 general and administrative expenses,
	depreciation and amortization, interest expense, interest income, provision for income
	taxes, 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 net 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. 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	Vacant land without GLA.
Property

WHLR | Financial & Operating Data

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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 D cumulative convertible preferred stock, and 7% Subordinated Convertible Notes due 2031 ("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 ("CDR Series B Preferred") and 6-1/2% Series C cumulative redeemable preferred stock ("CDR Series C Preferred") 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: [phone]

Toll Free: [phone]

Website: www.whlr.us

Executive Management

M. Andrew Franklin - CEO and President

Crystal Plum - CFO

Board of Directors		Board of Directors
Stefani D. Carter (Chair)		Kerry G. Campbell (Chair)
E.J. Borrack		E.J. Borrack
Kerry G. Campbell		M. Andrew Franklin
Robert Brady		Crystal Plum
Megan Parisi		Paula Poskon
Dennis Pollack
Joseph D. Stilwell
Stock Transfer Agent and Registrar		Stock Transfer Agent and Registrar
Computershare Trust Company, N.A.		Equiniti Trust Company, LLC
150 Royall Street, Suite 101		6201 15th Ave
Canton, MA 02021		Brooklyn, NY 11219
www.computershare.com		https://equiniti.com/us/ast-access
Investor Relations Representative
[e-mail]
Office: [phone]

WHLR | Financial & Operating Data

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Financial and Portfolio Overview

All per share amounts, OP units and shares outstanding, warrants, and conversion features of the Convertible Notes for all periods presented reflect our one-for-ten reverse stock split (the "Reverse Stock Split"), which was effective August 17, 2023.

For the Three Months Ended March 31, 2024 (consolidated amounts unless otherwise noted)

Financial Results
Net loss attributable to Wheeler REIT common stockholders (in 000s)			$	(10,749)
Net loss per basic and diluted shares					$	(0.17)
FFO available to common stockholders and Operating Partnership (OP)			$	(4,116)
unitholders (in 000s)
FFO per common share and OP unit					$	(0.07)
AFFO (in 000s)						$	205
AFFO per common share and OP unit					$	-
Assets and Leverage
Investment Properties, net of $99.2 million accumulated depreciation (in 000s)	$	544,101
Cash and Cash Equivalents (in 000s)					$	17,732
Total Assets (in 000s)						$	667,614
Total Debt (in 000s)						$	497,013
Debt to Total Assets								74.45 %
Debt to Gross Asset Value								64.16 %
Market Capitalization
Common shares outstanding							68,023,718
OP units outstanding								13,323
Total common shares and OP units							68,037,041
Ticker	Shares Outstanding at		First Quarter stock				Stock Price at
March 31, 2024		price range			March 31, 2024
WHLR	68,023,718	$0.15-$0.33	$			0.16
WHLRP	3,379,142	$1.11-$1.94	$			1.62
WHLRD	2,505,897	$13.00-$15.82	$			15.11
CDRpB	1,450,000	$12.74-$17.50	$			16.12
CDRpC	5,000,000	$11.30-$14.03	$			12.62
Common Stock market capitalization (in 000s)			$			10,884

Portfolio Summary
GLA in sq. ft.		5,309,936			2,832,141
Occupancy Rate		94.3 %			85.3 %
Leased Rate		95.7 %			89.5 %
Annualized Base Rent (in 000s)	$	50,608	$	25,585
Total number of leases signed or renewed		38			7
Total sq. ft. leases signed or renewed		117,264			47,972

WHLR | Financial & Operating Data | as of 3/31/2024 unless otherwise stated

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Financial and Operating Results

Today, WHLR reported its financial and operating results for the three months ended March 31, 2024. For the three months ended March 31, 2024 and 2023, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") stockholders was $(0.17) per share and $(5.48) per share, respectively.

2024 FIRST QUARTER HIGHLIGHTS

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

LEASING

• The Company's real estate portfolio was 91.2% occupied, a 10 basis point increase from 91.1%.
• The Company's real estate portfolio was 93.5% leased, a 70 basis point increase from 92.8%.
• The Company's real estate portfolio includes 36 properties that are 100% leased.
• WHLR Quarter-To-Date Leasing Activity
• • Executed 28 lease renewals totaling 94,915 square feet at a weighted average increase of $0.85 per square foot, representing an increase of 7.62% over in-place rental rates.
  • Signed 10 new leases totaling 22,349 square feet with a weighted average rental rate of $11.87 per square foot, representing a new rent spread of 19.2%.
  • The new rent spread for 2023 was 74.9%, which included splitting a 35,086 square foot unit for an apparel tenant into two separate units, a Burlington Stores and Five Below at our JANAF shopping center.
  • The WHLR portfolio, excluding Cedar was 94.3% occupied, a 20 basis point decrease from 94.5%.
  • The WHLR portfolio, excluding Cedar was 95.7% leased, a 10 basis point decrease from 95.8%.
• CDR Quarter-To-Date Leasing Activity
• • Executed 3 lease renewals totaling 32,267 square feet at a weighted average increase of $0.61 per square foot, representing an increase of 3.07% over in-place rental rates.
  • Signed 4 new leases totaling 15,705 square feet with a weighted average rental rate of $16.58 per square foot, representing a new rent spread of (12.5%).
  • The new rent spread for 2023 was 75.3%
  • The Cedar portfolio was 85.3% occupied, a 50 basis point increase from 84.8%.
  • The Cedar portfolio was 89.5% leased, a 230 basis point increase from 87.2%
• The Company's GLA, which is subject to leases that expire over the next nine months and includes month-to- month leases, increased to approximately 5.8%, compared to 5.0%. At March 31, 2024, 43.4% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 21 and provides additional details on the Company's leases).

OPERATIONS

• Total revenue of $25.9 million decreased by 0.7% or $0.2 million, primarily a result of:
• • $0.5 million decrease in market lease amortization; and
  • $0.2 million decrease in non-property revenue; partially offset by
  • $0.3 million increase in base rent; and
  • $0.2 million increase in tenant reimbursements.
• Total operating expenses of $18.4 million decreased by 5.6% or $1.1 million, primarily a result of:
• • $0.9 million decrease in depreciation and amortization primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition;
  • $0.3 million decrease in corporate general and administrative expenses primarily as a result of (1) a decrease of $0.2 million in legal fees due to bringing certain legal services in-house and (2) a decrease of $0.1 million in agent commissions; and
  • $0.1 million decrease in marketing expense for non-recurring rebrand signage due to the Cedar Acquisition; partially offset by
  • $0.2 million increase in insurance.

FINANCIAL

• FFO was $(4.1) million, or $(0.07) per share of the Company's Common Stock and OP units in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $2.3 million, or $2.27 per share.
• AFFO was $0.0 per share of the Company's Common Stock and OP Units in our operating partnership, Wheeler REIT, L.P., as compared to $(1.07) per share.

SAME-PROPERTY NET OPERATING INCOME

• Same-PropertyNOI increased by 2.72% or $0.4 million. Same-Property NOI was impacted by:
• • $0.5 million increase in property revenue; partially offset by
  • $0.1 million increase in property expense.

WHLR | Financial & Operating Data | as of 3/31/2024 unless otherwise stated

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CAPITAL MARKETS

• On February 29, 2024, the Company entered into a revolving credit agreement with KeyBank National Association to draw up to $9.5 million (the "Cedar Revolving Credit Agreement"). The interest rate under the Cedar Revolving Credit Agreement is the daily SOFR, plus applicable margins of 0.10% plus 2.75%. Interest payments are due monthly, and any outstanding principal is due at maturity on February 28, 2025. The Cedar Revolving Credit Agreement may be extended, at the Company's option, for up to two additional three-month periods, subject to customary conditions. The Cedar Revolving Credit Agreement is collateralized by 6 properties, consisting of Carll's Corner, Fieldstone Marketplace, Oakland Commons, Kings Plaza, Oregon Avenue and South Philadelphia, and proceeds will be used for capital expenditures and tenant improvements for such properties.
• On March 28, 2024, the Company received $1.0 million of $2.5 million in deferred loan proceeds under the Timpany Plaza Loan Agreement following the Company's satisfaction of certain lease-related contingencies. The Company anticipates receiving the $1.5 million balance of the deferred loan proceeds upon the satisfaction of certain other lease-related contingencies.
• On January 17, 2024, the Company paid down $0.6 million of the Convertible Notes through an open market purchase of 23,280 units at a total purchase price of $1.3 million. As a result of these transactions the Company recognized a $0.7 million loss included in non-operating expenses.
• As of March 31, 2024, the Conversion Price for the Convertible Notes was approximately $0.12 per share of the Company's Common Stock (approximately 209.84 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
• Recognized a non-operating loss of $5.5 million in net changes in fair value of derivative liabilities, primarily due to adjustments in valuation assumptions associated with the embedded derivatives within the Convertible Notes.
• Assets held for sale, total $24.1 million, and include South Philadelphia, located in Philadelphia, Pennsylvania, as the Company has committed to a plan to sell components of the property.
• Interest expense was $7.4 million and $6.5 million for the three months ended March 31, 2024 and 2023, respectively, representing an increase of 14.3%. The increase in property debt interest was $0.8 million, which includes (1) an increase of $0.6 million due to an increase in the overall average interest rate and (2) an increase of $0.2 million in the average principal balance. See page 17 for further details.
• Loans payable increased $1.4 million compared to December 31, 2023 and were impacted by:
• • $1.4 million increase from the Cedar Revolving Credit Agreement;
  • $1.0 million increase from the Timpany Plaza loan agreement draw; offset by
  • $0.6 million repurchase of debt securities; and
  • $0.4 million monthly principal payments.

OTHER

• The Company recognized non-operating expenses of $0.7 million, which primarily consisted of capital structure costs to repurchase Convertible Notes.
• On December 7, 2023, the Company received a letter from the listing qualifications staff of Nasdaq notifying the Company that based on the Common Stock's bid price closing below $1.00 per share for 30 consecutive business days, the Company no longer complied with Nasdaq's bid price rule and that it had a 180-day compliance period until June 4, 2024 to regain compliance.

BALANCE SHEET

• Cash and cash equivalents totaled $17.7 million, compared to $18.4 million at December 31, 2023.
• Restricted cash totaled $20.8 million, compared to $21.4 million at December 31, 2023. The funds at March 31, 2024 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.
• Debt totaled $497.0 million, compared to $495.6 million at December 31, 2023.
• The Company's weighted average interest rate on property level debt, excluding Cedar, was 5.20% with a term of 7.7 years, compared to 5.20% with a term of 8.0 years at December 31, 2023. The weighted average interest rate on all debt was 5.43% with a term of 7.9 years, compared to 5.42% with a term of 8.2 years at December 31, 2023.
• Real estate, net of assets held for sale totaled $544.1 million compared to $565.1 million as of December 31, 2023.
• The Company invested $4.1 million in tenant improvements and capital expenditures into the properties.

WHLR | Financial & Operating Data | as of 3/31/2024 unless otherwise stated

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DIVIDENDS

• Total cumulative dividends in arrears for WHLR's Series D Preferred Stock were $33.3 million or $13.28 per share as of March 31, 2024.
• On January 23, 2024, the Company announced, Cedar's Board of Directors declared a dividend of $0.453125 and $0.406250 per share with respect to the Cedar's Series B Preferred Stock and Series C Preferred Stock, respectively. The dividends were paid on February 20, 2024 to shareholders of record on February 9, 2024.
• On April 22, 2024, the Company announced, Cedar's Board of Directors declared a dividend of $0.453125 and $0.406250 per share with respect to the Cedar's Series B Preferred Stock and Series C Preferred Stock, respectively. The dividends are payable on May 20, 2024 to shareholders of record on May 10, 2024.

SERIES D PREFERRED STOCK - REDEEMABLE PREFERRED STOCK

• At March 31, 2024 and December 31 2023, the Company had 2,505,897 and 2,590,458 issued shares, respectively and 6,000,000 authorized shares of Series D Preferred Stock, without par value with a $25.00 liquidation preference per share, or $95.9 million and $97.1 million in aggregate liquidation value, respectively.
• During the three months ended March 31, 2024, the Company processed redemptions for an aggregate of 84,561 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 14,253,931 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $3.2 million.
• The value of the Common Stock issued to holders redeeming their Series D Preferred Stock is the volume weighted average price per share of our Common Stock for the ten consecutive trading days immediately preceding, but not including, the Holder Redemption Date as reported on Nasdaq (the "VWAP"). As of March 31, 2024, the Company has realized a gain of $0.2 million in the aggregate due to the closing price of the Common Stock on the last VWAP date differing from the VWAP used to calculate the shares issued in each redemption round.

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 3/31/2024 unless otherwise stated

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