WHLR · Wheeler Real Estate Investment Trust, Inc.

This filing discloses a material adjustment to the conversion price of Wheeler’s 7.00% Subordinated Convertible Notes due 2031 — a key debt instrument with significant equity-linked features. The adjustment to $0.57 per share (from a prior level not disclosed in this filing) was triggered by the April 6, 2026 redemption of Series D Preferred Stock, where the lowest conversion price used by holders was $1.04 — establishing the benchmark for the contractual downward reset. The 45% discount reflects the structural linkage between the preferred stock redemptions and the convertible notes’ conversion terms, amplifying dilution risk for existing common shareholders. With 207,066 new common shares issued to settle just five April redemption requests — and over 1.78 million Series D shares redeemed cumulatively — the ongoing conversion-driven equity issuance is accelerating share count growth without corresponding cash inflow. As of April 6, 2026, more than 1.7 million Series D shares remain outstanding, meaning further redemptions and associated conversion price resets are probable in upcoming monthly cycles (next deadline: April 27, 2026; next redemption date: May 5, 2026). This dynamic places continued pressure on the common stock’s trading price and earnings per share, particularly given the Company’s low share price (~$1.04) and thin capital base — raising concerns about sustainability of the preferred redemption mechanism and its impact on debt service capacity and future financing flexibility.