Virginia Beach, Virginia – March 2, 2023 – Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) (“WHLR” or the “Company”) announced today that it has reported its financial and operating results for the year ended December 31, 2022 on Form 10-K. In addition, the Company has posted supplemental information to its website regarding WHLR's financial and operating results for the three and twelve months ended December 31, 2022. Both the Form 10-K and the supplemental information can be accessed by visiting the Investor Relations page at https://ir.whlr.us/.

Investor Relations (757) 627-9088

Email: investorrelations@whlr.us

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

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 impact of the COVID-19 pandemic or any future pandemic, endemic or outbreak of infectious disease, and mitigation efforts to control their spread, on the financial condition, operating results and cash flows of Wheeler Real Estate Investment Trust, Inc. (the "Company" or "WHLR"), the Company’s tenants and their customers, the use of and demand for retail space, the real estate market in which the Company operates, the U.S. economy, the global economy and the financial markets; the level of rental revenue we achieve from our assets and our ability to collect rents; the state of the U.S. economy generally, or specifically in the Southeast, Mid-Atlantic and Northeast where our properties are geographically concentrated; consumer spending and confidence trends; tenant bankruptcies; availability, terms and deployment of capital; general volatility of the capital markets and the market price of our common and preferred stock; anticipated substantial dilution of our common stock after September 21, 2023 that may result from the exercise by the holders of our Series D Cumulative Convertible Preferred Stock of their redemption rights; the degree and nature of our competition; changes in governmental regulations, 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 similar or better terms in the event of nonrenewal 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; increases in the Company’s financing and other costs as a result of changes in interest rates and other factors; inability to successfully integrate the acquisition of Cedar Realty Trust, Inc.; changes in our ability to obtain and maintain financing; damage to the Company’s properties from catastrophic weather and other natural events, and the

physical effects of climate change; information technology security breaches; 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, including the Inflation Reduction Act of 2022; 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 e-commerce on our tenants’ business; and inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.

The forward-looking statements are based on management's beliefs, assumptions and expectations of future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. 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. The Company disclaims any responsibility to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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, 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.

For the Three Months Ended December 31, 2022

(1)    See page 24 for the Company's definition of this non-GAAP measurement and reasons for using it.

(2)    Reflects leases executed through December 31, 2022 that commence subsequent to the end of the current reporting period.

Today, WHLR reported its financial and operating results for the three and twelve months ended December 31, 2022. For the three months ended December 31, 2022 and 2021, WHLR's net loss attributable to WHLR's common stock, $0.01 par value per share ("Common Stock") stockholders was ($0.60) per share and ($0.78) per share, respectively. For the years ended December 31, 2022 and 2021, WHLR's net loss attributable to WHLR's Common Stock stockholders was ($2.20) per share and ($1.36) per share, respectively.

•The Company's real estate portfolio, excluding Cedar was 96.5% leased, a 230 basis point increase from 94.2%.

•The Company's real estate portfolio, excluding Cedar was 94.7% occupied, a 310 basis point increase from 91.6%.

•The Company invested $8.5 million in capital expenditures into the properties.

•The Company's real estate portfolio includes 39 properties that are 100% leased.

•WHLR Quarter-To-Date Leasing Activity

•Executed 27 lease renewals totaling 217,652 square feet at a weighted-average increase of $0.94 per square foot, representing an increase of 9.19% over in-place rental rates.

•Signed 14 new leases totaling 70,232 square feet with a weighted-average rental rate of $9.78 per square foot.

•CDR Quarter-To-Date Leasing Activity

•Executed 7 lease renewals totaling 146,854 square feet at a weighted-average increase of $1.36 per square foot, representing an increase of 14.35% over in-place rental rates.

•Signed 9 new leases totaling 120,853 square feet with a weighted-average rental rate of $11.04 per square foot.

•The Cedar portfolio was 86.2% leased, a 170 basis point increase from 84.5% as of September 30, 2022.

•The Cedar portfolio was 82.3% occupied, a 30 basis point decrease from 82.6% occupied as of September 30, 2022, due to the Company changing business strategy from redevelopment to active leasing at two Cedar properties resulting in increased GLA.

•The Company’s GLA, which is subject to leases that expire over the next twelve months and includes month-to-month leases, increased to approximately 6.77%, compared to 6.16% at December 31, 2021. At December 31, 2022, 42.26% of this expiring GLA is subject to renewal options (a lease expiration schedule can be found on page 20 and provides additional details on the Company's leases).

•As of December 31, 2022, the Company signed leases representing $2.6 million of annualized base rent ("ABR"), whereby rent will commence on these leases within the next twelve months.

•Total revenue increased by 72.94% or $11.4 million primarily a result of the Cedar Acquisition, partially offset by the decrease from sold properties.

•Total operating expenses increased by 76.49% or $8.5 million primarily a result of the Cedar Acquisition, partially offset by the decrease from sold properties.

•Funds from operations ("FFO") of $(942) thousand, or $(0.09) per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $(3.4) million, or $(0.34) per share.

•Adjusted Funds from Operations ("AFFO") of $0.18 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P., as compared to $0.19 per share.

•Same store Net Operating Income ("NOI"), which excludes the impact of the Cedar portfolio, increased by 5.15% and increased by 6.96% on a cash basis. Same store results were impacted by a 6.17% increase in revenue due to increased occupancy, offset by an increase in same store property expenses of 8.32% primarily driven by increases in insurance, real estate taxes and repairs and maintenance.

•The obligations under the KeyBank-Cedar Loan Agreement, collateralized by 19 properties were satisfied in full with the proceeds of the Guggenheim-Cedar Loan Agreement and Patuxent Crossing/Coliseum Marketplace Loan Agreement, collateralized by a total of 12 properties, detailed below:

•On October 28, 2022, Cedar entered into a loan agreement (the “Guggenheim-Cedar Loan Agreement”) with Guggenheim Real Estate, LLC., for $110.0 million at a fixed rate of 5.25% with monthly interest-only payments due for the first five years and monthly principal and interest payments for the remaining five years through maturity in 2032. Wheeler REIT, L.P. serves as a guarantor.

•On December 21, 2022, Cedar entered into a loan agreement (the "Patuxent Crossing/Coliseum Marketplace Loan Agreement”) with CITI Real Estate Funding, Inc. for $25.0 million at a fixed rate of 6.35% with interest-only payments due monthly through maturity, January 6, 2033.

•Recognized a non-operating gain of $198 thousand due to the change in fair market value of the derivative liabilities. The largest impact on the derivative liabilities' valuation is a result of the change in fair market value of the Company's securities associated with each derivative.

•Interest expense was $11.0 million and $13.2 million for the three months ended December 31, 2022 and 2021, respectively, representing a decrease of 16.55%. See page 15 for further details.

•On December 9, 2022, the Company sold Butler Square for $9.3 million, generating a gain of $2.6 million and net proceeds of $8.7 million, which were used to paydown the loan collateralized by the property.

•In August, the Company completed a strategic acquisition of Cedar (the "Cedar Acquisition") further expanding WHLR's grocery-anchored portfolio into the Northeast. In conjunction with the Cedar Acquisition, Cedar entered into a loan agreement (the “KeyBank-Cedar Loan Agreement”) with KeyBank National Association for $130.0 million with interest-only payments due monthly through maturity, August 22, 2023. The interest rate on this term loan consists of the Secured Overnight Financing Rate plus 0.10% plus an applicable margin of 2.5%. Commencing in February 2023, the applicable margin increases to 4.0%. The obligations under the KeyBank-Cedar Loan Agreement were satisfied in full with the proceeds of the two Cedar loan agreements described in the fourth quarter highlights above resulting in Cedar related property debt having a weighted-average interest rate of 5.45% with a term of 9.9 years.

•The addition of 19 properties increased the total operating portfolio to 76 shopping centers and approximately 8.2 million square feet of gross leasable area, increasing the annualized base rent $23.9 million (at the time of the acquisition).

•WHLR Year-To-Date Leasing Activity (excluding the Cedar portfolio)

•Executed 126 lease renewals totaling 804,998 square feet at a weighted-average increase of $0.71 per square foot, representing an increase of 7.73% over in-place rental rates.

•Signed 65 new leases totaling 214,936 square feet with a weighted-average rental rate of $11.88 per square foot.

•CDR six months ending December 31, 2022 Leasing Activity

•Executed 17 lease renewals totaling 219,048 square feet at a weighted-average increase of $1.05 per square foot, representing an increase of 10.26% over in-place rental rates.

•Signed 14 new leases totaling 159,213 square feet with a weighted-average rental rate of $10.70 per square foot.

•Total revenue increased by 25.01% or $15.3 million primarily a result of the Cedar Acquisition, partially offset by the decrease from sold properties.

•Total operating expenses increased by 24.62% or $10.8 million primarily a result of the Cedar Acquisition, partially offset by the decrease from sold properties.

•Funds from operations ("FFO") of $(3.2) million, or $(0.32) per share of the Company's Common Stock and common unit ("Common Unit") in our operating partnership, Wheeler REIT, L.P., as compared to FFO of $(2.5) million, or $(0.25) per share.

•Adjusted Funds from Operations ("AFFO") of $0.80 per share of the Company's Common Stock and Common Unit in our operating partnership, Wheeler REIT, L.P. as compared to $0.68 per share.

•Same store NOI, which excludes the impact of the Cedar portfolio, increased by 3.03% and increased by 4.72% on a cash basis. Same store results were impacted by a 4.29% increase in revenue primarily due to increased occupancy, partially offset by an increase in same store property expenses of 6.98% primarily driven by increases in insurance, repairs and maintenance and grounds and landscaping.

•Same store corporate general and administrative expense decreased by $213 thousand or 3.02%.

•On June 17, 2022, the Company entered into a term loan agreement (the “Guggenheim Loan Agreement”) with Guggenheim Real Estate, LLC, for $75.0 million at a fixed rate of 4.25% with monthly interest-only payments for the first five years and monthly principal and interest payments for the remaining five years through maturity in 2032. The Guggenheim Loan Agreement is collateralized by twenty-two properties and loan proceeds were used to refinance eleven loans including $1.5 million in defeasance, increasing the weighted average term by 8.5 years and reducing the weighted average interest rate by 110 basis points.

•On July 6, 2022, the Company entered into a loan agreement (the “JANAF Loan Agreement”) with CITI Real Estate Funding Inc. for $60.0 million at a fixed interest rate of 5.31% with interest-only payments through maturity, July 6, 2032. The JANAF Loan Agreement proceeds were used to refinance three loans including $1.2 million in defeasance, increasing the weighted average term by 8.6 years and increasing annual cash flow by $1.6 million.

•Recognized a non-operating loss of $2.3 million due to the change in fair market value of the derivative liabilities. The largest impact on the derivative liabilities' valuation is a result of the change in fair market value of the Company's securities associated with each derivative.

•Interest expense was $30.1 million and $33.0 million for the years ended December 31, 2022 and 2021, respectively, representing a decrease of 8.84%, see page 16 for further details.

•Recognized $760 thousand in impairment expense on Harbor Pointe Land Parcel.

•Loans payable increased $136.2 million compared to December 31, 2021 and were impacted by:

•$130.0 million increase from the KeyBank-Cedar Loan Agreement subsequently paid down with proceeds from the $110.0 million Guggenheim-Cedar Loan Agreement and $25.0 million Patuxent Crossing/Coliseum Marketplace Loan Agreement;

•$75.0 million increase from the Guggenheim Loan Agreement which paid down $64.2 million on eleven loans;

•$60.0 million increase from the JANAF Loan Agreement which paid down $56.4 million on three loans associated with JANAF;

•$3.1 million paydown with the sale of Walnut Plaza and final principal payment;

•$5.6 million paydown with the sale of Butler Square; and

•$4.4 million monthly principal payments.

•On January 11, 2022, the Company sold Walnut Hill Plaza for $1.9 million, generating a loss of $15 thousand and net proceeds of $1.8 million, which were used to pay down the loan collateralized by the property.

•The Company recognized non-operating expenses of $691 thousand due to legal settlement costs.

•Cash and cash equivalents totaled $28.5 million, compared to $22.9 million at December 31, 2021.

•Restricted cash totaled $27.4 million, compared to $17.5 million at December 31, 2021. The funds at December 31, 2022 are held in lender reserves primarily for the purpose of tenant improvements, lease commissions, real estate taxes and insurance expenses.

•Debt totaled $482.4 million, compared to $346.3 million at December 31, 2021.

•WHLR's weighted-average interest rate on property level debt, excluding Cedar, was 4.58% with a term of 6.2 years, compared to 4.68% with a term of 3.5 years at December 31, 2021. The weighted-average interest rate on all debt was 4.99% with a term of 7.4 years, compared to 4.90% with a term of 4.1 years at December 31, 2021.

•Net investment properties totaled $561.0 million compared to $386.7 million as of December 31, 2021.

•Total cumulative dividends in arrears for WHLR's Series D Preferred were $10.99 per share as of December 31, 2022, with $0.67 and $2.69 per share attributable to the three and twelve months ended December 31, 2022, respectively.

•Since the CDR Acquisition in August 2022, Cedar has paid $0.453125 and $0.406250 per share with respect to the CDR Series B Preferred and CDR Series C Preferred, respectively.

•On November 22, 2022, the Company commenced an exchange offer for its outstanding shares of Series D Preferred (the “Exchange Offer”). As subsequently amended, the terms of the Exchange Offer provided for the exchange of up to 2,112,103 outstanding shares of Series D Preferred, representing 67% of the outstanding shares of Series D Preferred, for (i) 6.00% Subordinated Convertible Notes due 2028, and (ii) Common Stock, in each case to have been newly issued by the Company, and related consents (the “Consent Solicitation”) from the holders of the Series D Preferred (the “Series D Preferred Holders”) to certain amendments to the Company’s charter that would have modified the terms of the Series D Preferred (the “Proposed Amendments”).

•The consummation of the Exchange Offer and Consent Solicitation was subject to, and was conditional upon, the satisfaction of certain conditions, including the condition that the holders of at least 66 2/3% of the outstanding shares of Series D Preferred (i) validly tender their Series D Preferred into the Exchange Offer, and do not validly withdraw such Series D Preferred, on or prior to the expiration date of the Exchange Offer, and (ii) consent to the Proposed Amendments. As of the expiration of the Exchange Offer on January 20, 2023, 864,391 shares of Series D Preferred (representing 26.8% of the total outstanding Series D Preferred) had been validly tendered (and not validly withdrawn) in the Exchange Offer. Accordingly, the condition that the holders of at least 66 2/3% of the outstanding shares of Series D Preferred (i) validly tender their Series D Preferred into the Exchange Offer, and not validly withdraw such Series D Preferred, and (ii) consent to the Proposed Amendments, had not been satisfied, and the Exchange Offer expired on January 20, 2023. As a result, the Series D Preferred remains outstanding with no change to its terms.

•On February 21, 2023 the Company purchased a 2.5 acre land parcel adjacent to St. George Plaza, located in St. George, SC, for $160 thousand.

•In February 2023, Cedar paid $0.453125 and $0.406250 per share with respect to the CDR Series B Preferred and CDR Series C Preferred, respectively.

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.

$ in 000s, except par value and share data

$ in 000s, except share and per share data

FFO and AFFO (1)

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

(1)    See page 24 for the Company's definition of this non-GAAP measurement and reasons for using it.

(2)    Other non-recurring expenses are described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Property Net Operating Income (1)

(1)    See page 25 for the Company's definition of this non-GAAP measurement and reasons for using it.

EBITDA (4)

(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 Annual Report on Form 10-K for the period ended December 31, 2022.

(4)    See page 24 for the Company's definition of this non-GAAP measurement and reasons for using it.

Loans Payable:         $482.45 million

Weighted Average Interest Rate:     4.99%

(1) Includes loans payable on assets held for sale. The loan agreements include customary prepayment penalties or defeasance costs, which can be incurred by the company when prepaying or defeasing loans.

(2) Collateralized by Cardinal Plaza, Franklinton Square, and Nashville Commons.

(3) October 2026 the interest rate changes to variable interest rate equal to the 5 years U.S. Treasury Rate plus 2.70%, with a floor of 4.25%.

(4) Collateralized by 22 properties.

(5) Collateralized by JANAF properties.

(6) Collateralized by 10 Cedar properties.

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

(1)    Reflects leases executed through December 31, 2022 that commence subsequent to the end of the current reporting period.

(2)    Annualized based rent per occupied square foot, assumes base rent as of the end of the current reporting period, excludes the impact of tenant concessions and rent abatements.

(3)    This information is not available because the property is undeveloped.

(4)    Square footage is net of the Company's on-premise management office and net of building square footage whereby the Company only leases the land.

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

(2) Dollar Tree 17 / Family Dollar 7

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

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

Anchor Lease Expiration Schedule (1)

(1) Anchors defined as leases occupying 20,000 square feet or more.