This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement before voting. The approximate date on which this Proxy Statement and form of accompanying proxy card are first being provided to stockholders, or being made available through the internet for those stockholders receiving proxy materials electronically, is April 29, 2022.

2022[•], 2024.

The Board of Directors of Wheeler Real Estate Investment Trust, Inc. (the “Company” or “we” or “us”) is soliciting proxies to be used at the 20222024 Annual Meeting of Stockholders (the “Annual Meeting”).

Beginning on or about April 29, 2022, we will send Notices[•], 2024, the Notice of Internet Availability of Proxy Materials (each,(the “Notice”) is being mailed to our stockholders of record as of February 12, 2024 (the “Record Date”).

The Annual Meeting will be held on May 6, 2024 at 9:30 a.m., Eastern Daylight Time, at the Marriott Virginia Beach Oceanfront, 4201 Atlantic Avenue, Virginia Beach, Virginia 23451 in the Executive Meeting Room. The Annual Meeting will be held in person only and not in a “Notice”) by mail tovirtual meeting format. We welcome all stockholders entitled to noticeand supporters of the Annual Meeting.

Company and hope to see you in Virginia Beach.

Record holders of Common Stock,the Company’s common stock, $0.01 par value per share (“Common Stock”) of the Company, at the close of business on March 21, 2022 (the “Record Date”)the Record Date may vote at the Annual Meeting. On the Record Date, 9,720,53268,023,718 shares of Common Stock were outstanding. Each share is entitled to cast one vote.

We are providing access to our proxy materials (including this proxy statement, notice of annual meetingProxy Statement and our 2021 annual report2023 Annual Report on Form 10-K)10-K) over the internet pursuant to rules adopted by the Securities and Exchange Commission (“SEC”).

Beginning on or about April 29, 2022, we will send Notices by mail[•], 2024, the Notice is being mailed to our stockholders entitled to noticeof record as of the Annual Meeting.Record Date. The Notice includes instructions on how to view the electronic proxy materials on the internet, which will be available to all stockholders beginning on or about April 29, 2022.[•], 2024. The Notice also includes instructions on how to elect to receive future proxy materials by email. If you choose to receive future proxy materials

If you wish to receive a printed copy of the proxy materials, including the proxy card, you may request that they be mailed to you at no cost by following the instructions on the Notice. In addition, you may choose to receive future proxy materials by mail by following the instructions on the Notice.

If you vote onlinevia the internet or by phone,telephone, there is no need to return a proxy card by mail. The proxy you submit will be voted in accordance with your instructions.

You will need to follow the voting instructions provided by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

The availability of internet or telephone voting will depend upon your bank’s, broker’s, or other nominee’s voting process.

You will need to bring your Notice or proxy card as evidence of your ownership of the Company’s Common Stock as of the Record Date. You will then receive a ballot in order to vote and/or submit a question duringat the Annual Meeting,Meeting.

You will need to follow the instructions posted at www.investorvote.com/whlr and will need the control number included in the Notice sent to you.

If you hold your shares in street name, you must obtainbring a “legal proxy”legal proxy from the bank, broker or other nominee ofinstitution that holds your shares and sendshares. You will then receive a ballot in order to vote at the “legal proxy” to Computershare as described above.

Annual Meeting.

If you submit your proxy over the internet, by telephone or by mail, you may change your vote by subsequently properly submitting a new proxy. Only your most recent proxy will be exercised, and all others will be disregarded, regardless of the method by which the proxies were authorized. You may also revoke your earlier proxy by voting in person at the Annual Meeting. Your attendance at the Annual Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request. If you hold your shares in “street name,”name”, you should follow the instructions provided by your bank, broker, or other nominee to revoke your proxy.

Notices of revocation of proxies delivered by mail mustshould be delivered by June 15, 2022prior to the Annual Meeting to the Company’s principal offices at Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452, Attention: Angelica Beltran,Ross Barr, General Counsel and Corporate Secretary.

The Board of Directors, on behalf of the Company, is soliciting your proxy to vote your shares of our Common Stock on all matters scheduled to come before the Annual Meeting, whether or not you attend in person. By submitting your proxy and voting instructions by telephone or via the internet, or if you have chosen to receive your proxy materials by mail, by completing, signing, dating and returning the proxy card or voting instruction form, you are authorizing the persons named as proxies to vote your shares of our Common Stock at the Annual Meeting as you have instructed.

The holderspresence, in person or by proxy, of stockholders entitled to cast a majority of all the sharesvotes entitled to vote who are either present in person or represented by a proxybe cast at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Pursuant to the Company’s charter, only holders of shares of Common Stock as of the record date of February 12, 2024 are entitled to vote at the Annual Meeting. As of March 21, 2022,February 12, 2024, there were 9,720,53268,023,718 shares of Common Stock issued and outstanding. The presence, in person

If you are the record owner of your shares and you attend the Annual Meeting or byreturn a properly executed proxy card, then your shares will be counted as present for purposes of a majority of stockholders entitled to cast votes at the meeting will constitutedetermining a quorum for adopting the proposals at the Annual Meeting.

If you are a beneficial owner whose shares are held of record by a broker and wish to direct how your shares should be voted, then you must instruct the broker how to vote your shares. If you do not provide voting instructions, then your shares will not be voted on any proposal on which the broker does not have properly signed and returned your proxy card by mail or voted by internet or phone, you will be considered part ofdiscretionary authority to vote. This is called a “broker non-vote.” In these cases, the quorum, and the persons named on the proxy card will votebroker can register your shares as you have instructed. Ifbeing present at the broker holding your shares in “street” name indicates to us on a proxy card that the broker has discretionary authority to vote your shares on any proposal, we will consider your shares as present and entitled to voteAnnual Meeting for the purposes of determining the presence of a quorum.quorum, but will not be able to vote on those matters for which specific authorization is required under the rules of the various regional and national exchanges of which your broker is a member.

If you received multiple proxy cards, this indicates that your shares are held in more than one account, such as two brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all your shares are voted.

We do not know of any other matters to be validly presented or acted upon at the Annual Meeting. If any other matter is presented at the Annual Meeting on which a vote may be properly taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.

The Company is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. Some of our directors, officers and employees may solicit proxies personally, without any additional compensation, by telephone or mail.

Our internet website address is www.whlr.us. We make available free of charge through our website our most recent Annual Report on Form 10-K,10-K, Quarterly Reports on Form 10-Q,10-Q, Current Reports on Form 8-K,8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. In addition, we have posted the Charterscharters of our Audit Committee, Compensation Committee, and Governance and Nominating Committee,Board Committees, as well as our Insider Trading Policy, Code of Business Conduct and Ethics for Members (the “Code of the Board of Directors, Code of Business ConductConduct”), and Ethics for Employees, Officers, Agents and Representatives, and Corporate Governance Principles, all under separate headings. These documents are not incorporated in this instrument by reference. We will also provide a copy of these documents free of charge to stockholders upon written request.

The affairs of the Company are managed by the Board of Directors. Directors are elected at the annual meeting of stockholders each year or, in the event of a vacancy, appointedelected by the incumbent Board of Directors, and serve until the next annual meeting of stockholders or until a successor has been elected or approved.

Our Board of Directors currently consists of seven directors. All of the directors are independent as determined in accordance with the listing standards established by the NASDAQ CapitalNasdaq Stock Market, and our Board of Directors makes an affirmative determination as to the independence of each of our directors on an annual basis. We have adopted a Code of Business Conduct and Ethics for Members of the Board of Directors, a Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives, and Corporate Governance Principles,, each of which are available on our website, all under separate headings.

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from the Asset Liability Committee, Audit Committee, Compensation Committee, Governance and Nominating Committee (the “Nominating Committee”), Executive Committee, Litigation Committee, Series D Redemption Facilitation Committee (the “Series D Committee”), and Asset LiabilityRelated Persons Transactions Committee (the “RPT Committee’’), each of which addresses risks specific to their respective areas of oversight.

The Asset Liability Committee evaluates the level of risk inherent in the Company’s real estate assets and monitors the level of risk that is appropriate. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures, including cybersecurity risk, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.risk-taking. The Governance and Nominating Committee oversees the corporate governance policies and practices of the Company, and develops and recommends to the Board of Directors any changes or additions to the governance policies and practices it deems appropriate. The Executive Committee has the ability to act with the full authority of the Board of Directors, in intervals between meetings of the Board of Directors, particularly when there is a need for prompt review and action of the Board of Directors, and it is impractical to arrange a meeting of the Board of Directors within the time reasonably available. Our Asset LiabilityThe Litigation Committee evaluatesis responsible for overseeing any material litigation matters involving the levelCompany, and assisting the Board of risk inherentDirectors in fulfilling its oversight responsibilities with respect to such matters. The Series D Committee facilitates the procedure by which holders of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) are able to exercise their optional redemption rights as set forth in the Company’s real estate assetsArticles Supplementary. The RPT Committee is responsible for overseeing and monitorsapproving “Related Person Transactions” (as such term is defined in defined in the levelcharter for the Committee) of risk that is appropriate.

the Company

As of April 29, 2022 (the date of this proxy statement)[•], 2024, the members of the Board of Directors (and their respective committee memberships) are identified below:

Our Board of Directors has established fiveeight committees: anAsset Liability Committee, Audit Committee, a Compensation Committee, a Governance and Nominating Committee, an Executive Committee, Litigation Committee, Series D Committee, and an Asset LiabilityRPT Committee. The principal functions of each committee are briefly described below. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of the Company.

The Board of Directors does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chair of the Board of Directors. At present, the Board of Directors believes that it is in the best interests of the Company that these roles be separate, in order to permit each person to focus on his or her primary role, which provides an appropriate balance between the managerial responsibilities of the Chief Executive Officer and the independent oversight and strategic direction provided by our Board of Directors. Further, the Board of Directors believes this issue is part of the succession planning process and that it is in the best interests of the Company for the Board of Directors to make a determination on a case-by-case basis when it selects a new Chief Executive Officer

The Governance and Nominating Committee will consider candidates for Board of Directors membership that are suggested by its members and other members of the Board of Directors, as well as management and stockholders. The committee may also retain a third-party executive search firm to identify candidates upon request of the committee from time to time. A stockholder who wishes to recommend a prospective nominee for the Board of Directors should notify the Company’s Corporate Secretary or any member of the Governance and Nominating Committee in writing with supporting material that the stockholder considers appropriate. The Governance and Nominating Committee will also consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Company’s Bylaws relating to stockholder nominations.

Once the Governance and Nominating Committee has identified a prospective nominee, the committee will make an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination will be based on a number of factors and the information provided to the committee with the recommendation of the prospective candidate will be important. The preliminary determination will be based primarily on the need for additional members of the Board of Directors to fill vacancies or the need to expand the size of the Board of Directors, as well as the likelihood that the prospective nominee can satisfy the evaluation factors described below. If

We do not have a diversity policy. The Nominating Committee considers the committee determines,directors and nominees in consultation withterms of skills and experience, and how they may contribute to the Chairoverall effectiveness of theour Board of Directors, and other members of the Board of Directors as appropriate, that additional consideration is warranted, it may request the third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings to the committee. The committee will then evaluate the prospective nominee against the standards and qualifications generally set out in the Company’s Corporate Governance Principles, including:

•        Principles. The Nominating Committee evaluates the prospective nominee against the following standards and qualifications:

The Governance and Nominating Committee also considers such other relevant factors as it deems appropriate, including (without limitation) the current composition of the Board of Directors, the need for Audit Committee expertise, and evaluations of other prospective nominees.

In connection with this evaluation, the Governance and Nominating Committee determines whether to interview the prospective nominee and, if warranted, one or more

Stockholders who wish to recommend nominees for election as directors should provide those recommendations in writing to our Corporate Secretary, specifying the nominee’s name and qualifications for membership on the Board of Directors.

For a stockholder to nominate a director candidate, the stockholder must comply with the advance notice provisions and other requirements of Section 11 of Article II of our Bylaws.

We urge any stockholder who intends to recommend a director candidate to the Governance and Nominating Committee for consideration to review thoroughly our Governance and Nominating Committee Charter and Section 11 of Article II of our Bylaws.

Copies of our Governance and Nominating Committee Charter and our Bylaws are available upon written request to the General Counsel and Corporate Secretary, Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452.

The Board of Directors reviews the independence of each director yearly. During this review, the Board of Directors considers whether there are any transactions and relationships between any director (and his or her immediate family and affiliates) and the Company and its management to determine, to the extent such transactions and relationships exist, whether any such relationships or transactions are inconsistent with a determination that the director is independent in light of applicable law and listing standards.

The Company believes that its Board of Directors consists of directors who are all independent under the definition of independence provided by NASDAQNasdaq Listing Rule 5605(a)(2).

No director attended fewer than 75%, in the aggregate, of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served (during the periods that he or she served). Under the Company’s Corporate Governance Principles, directors are expected to attend Board of Directors’ meetings and meetings of committees on which they serve, spend the time needed, and meet as frequently as necessary to discharge their responsibilities properly. In addition, each director is expected to dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties, including by attending meetings of the stockholders of the Company, the Board of Directors and Committees of which he or she is a member.

duties.

Although we do not have a policy requiring director attendance at an annual meeting of stockholders, directors are encouraged to attend the annual meeting of stockholders. All of our director nominees who were directors at the time of our 20212023 annual meeting of stockholders attended the 2023 annual meeting.

Stockholders and other parties interested in communicating directly with the Board of Directors, including communications regarding concerns relating to accounting, internal accounting controls or audit measures, or fraud or unethical behavior, may do so by writing to the directors at the following address: Wheeler Real Estate Investment Trust, Inc., Attention: General Counsel and Corporate Secretary, Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452.

The Governance and Nominating Committee of the Board of Directors has approved a process for handling letters received by the Company and addressed to members of the Board of Directors but received at the Company. Under that process, the Corporate Secretary of the Company reviews all such correspondence and regularly forwards to the Board of Directors a summary of all such correspondence and copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board of Directors or committees thereof or that shehe otherwise determines requires their attention.

Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board of Directors and received by the Company and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Chair of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.

The Company has adopted a Code of Business Conduct, and Ethics for Members of the Board of Directors, and a Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives (collectively, our “Code of Business Conduct and Ethics”). These documents arewhich is available on the Investor Relations tab of our website (www.whlr.us)(https://ir.whlr.us). The Company will post any amendments to or waivers from its Code of Business Conduct and Ethics (to the extent applicable to the Company’s Chief Executive Officer and Chief Financial Officer) on its website.

It is our policy that any employees of our Company or its subsidiaries who may also be directors of our Company or its subsidiaries shall not receive any compensation for their services as directors. As of the date hereof, the Company does not have any employee directors. However, the Company’s Chief Executive Officer and Chief

For fiscal year 2020 and 2021, non-employee2023, the Company’s non-employee directors were entitled to annual cash compensation in the amount of $60,000 for their services as directors, with an additional annual cash retainer of $40,000 for service as Chair of the Company’s Board of Directors, to be paid quarterly. The

Non-employee directors who serve on the Board of Directors of Cedar are entitled to annual cash compensation in 2021 also approvedthe amount of $50,000 for their services as directors, with an additional annual cash compensation amountretainer of $40,000 for Ms. Borrack, Mr. Campbell and Ms. Poskon (each $20,000) and Ms. Carter ($25,000) in light of their significant efforts on behalfservice as Chair of the Company over the preceding year.

Cedar Board of Directors.

We reimburse each of our directors for his or her expenses incurred in connection with attendance at Board of Directors and committeeCommittee meetings.

Andrew Franklin was appointed as Chief Executive Officer and President in October 2021. In August 2022, he was appointed Director, Chief Executive Officer and President of Cedar. He previously served asin the following roles at the Company: Interim Chief Executive Officer since July 2021,2021; Chief Operating Officer since February 2018,2018; and Senior Vice President of Operations since January 2017. Mr. Franklin has over 23 years of commercial real estate experience. Mr. Franklin is responsible for overseeing the property management, lease administration and leasing divisions of our growing portfolio of commercial assets. Prior to joining us, Mr. Franklin was a partner with Broad Reach Retail Partners where he ran the day-to-day operations of the company, managing the leasing team as well as overseeing the asset, property and construction management of the portfolio with assets totaling $50 million. Mr. Franklin is a graduate of the University of Maryland, with a Bachelor of Science degree in Finance.

Crystal Plum was appointed as Chief Financial Officer in February 2020. She most recentlyMs. Plum has also served as Chief Financial Officer, Treasurer, and Director of Cedar since August 2022. She previously served in the following roles at the Company: Corporate Secretary of Cedar from August 2022 through November 2023; Vice President of Financial Reporting and Corporate Accounting for the Company from March 2018 to February 20202020; and as Director of Financial Reporting for the Company from September 2016 to March 2018. Prior to that time, she served as a Manager at Dixon Hughes Goodman LLP from September 2014 to August 2016 and as a Supervisor at Dixon Hughes Goodman LLP from 2008 to September 2014. Ms. Plum has experience reviewing and performing audits, reviews, compilations and tax engagements for a diverse group of clients, as well as banking experience. Ms. Plum is a Certified Public Accountant and has a Bachelor of Science in Business Administration — Accounting and Finance from Old Dominion University.

The table below summarizes the total compensation for the fiscal years indicated paid or awarded to each of our named executive officers (“NEO”), calculated in accordance with SEC rules and regulations.

Name and Principal Position		Fiscal Year		Salary ($)		Stock Awards ($)			All Other Compensation ($)		Total ($)
M. Andrew Franklin(1)		2021		278,846		—			35,844		314,690
Chief Executive Officer and President		2020		250,000		—			29,477		279,477
Crystal Plum(2)		2021		216,346		57,200	​(4)		8,717		282,263
Chief Financial Officer		2020		194,308		—			7,778		202,086
Daniel Khoshaba(3)		2021		—		—			—		—
Former Chief Executive Officer		2020		—		—			—		—

____________

(1)      Mr. Franklin was appointed as Interim Chief Executive Officer in July 2021 All per share amounts, amount of Common Stock outstanding, and Chief Executive Officer and President in October 2021. Prior to such appointments, he served as the Chief Operating Officer.

(2)      Ms. Plum was appointed as Chief Financial Officer in February 2020. Prior to her appointment, she served as the Vice President of Financial Reporting and Corporate Accounting.

(3)      Mr. Khoshaba was appointed as Chief Executive Officer in April 2020 and he resigned for personal reasons in July 2021. Mr. Khoshaba did not receive any cash compensation in fiscal 2020 or 2021 in respect of his employment as our Chief Executive Officer. Prior to his appointment as Chief Executive Officer, he served as a non-employee director on the Board of Directors. Mr. Khoshaba also waived any compensation as a non-employee director prior to his appointment as our Chief Executive Officer. Please see below under “Director Compensation” for a description of our non-employee director compensation arrangements. On August 4, 2020, the Board of Directors approved a stock appreciation award to Mr. Khoshaba with respect to 5,000,000 shares of common stock of the Company, at a strike price of $1.85 per share. This award was a standalone, one-time award made to Mr. Khoshaba conditioned upon stockholder approval which was obtained at the Company’s 2021 annual meeting. The award would vest if the average closing priceother discussion of the Company’s common stock overCommon Stock for all trading daysperiods presented in a consecutive twenty business day period was equal to or greater than $20.00this Executive Compensation section and Mr. Khoshaba was employed withelsewhere in this Proxy Statement reflect the Company at such time. Upon Mr. Khoshaba’s cessation of employment, the award was forfeited for no consideration.

(4)      Represents an award of 5,000 unrestricted and 15,000 shares of restricted common stock valued at the closing trading price on the date of grant.

Outstanding Equity Awards at 2021 Fiscal Year-End
Name		Equity Incentive Plan Awards: Number of Unearned Shares that have not Vested(1)  (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares that have not Vested(2)  ($)
Crystal Plum		15,000		29,100

__________

(1)      Represents shares of restricted common stock grantedCompany’s one-for-10 reverse Common Stock split, which took effect on August 13, 2021, subject to vesting in three equal installments on each anniversary of the grant date subject generally to both continued employment through the applicable vesting date and the average closing price per share of the Company’s common stock over all trading days in any consecutive 20-business day period during the three-year period following the grant date equaling17, 2023.

Pursuant to our 2015 Long-TermLong-Term Incentive Plan, we may award incentives covering an aggregate of 125,00012,500 shares of our Common Stock. As of March 21, 2022,February 29, 2024, we have issued 83,8968,389 shares under the plan to employees, directors, and outside contractors for services provided.

Pursuant to our 2016 Long-TermLong-Term Incentive Plan, we may award incentives covering an aggregate of 625,00062,500 shares of our Common Stock. As of March 21, 2022,February 29, 2024, we have issued 497,29349,729 shares under the plan to employees, directors, and outside contractors for services provided.

In February 2018, we entered into an employment agreement with M. Andrew Franklin, who was at that time our Chief Operating Officer. In October 2021, Mr. Franklin was appointed as our Chief Executive Officer and President. Mr. Franklin’s employment agreement continued in effect as described below. In August 2021, we entered into an employment agreement with Crystal Plum, our Chief Financial Officer, as further described below.

If Mr. Franklin terminated his employment with “Good Reason” (as defined in the Franklin Employment Agreement), Mr. Franklin would generally be entitled to current base salary, less mandatory deductions for twelve (12) months, plus any earned but unpaid bonus for the fiscal year prior to the year in which termination occurs. In addition, Mr. Franklin would be entitled to disability, accident, and health insurance for a twelve (12)-month period following termination substantially similar to those insurance benefits Mr. Franklin was receiving immediately prior to the date of termination or the cash equivalent, offset by any comparable benefits actually received by Mr. Franklin.

In the event that

If Mr. Franklin terminated his employment with Good Reason following a “Change in Control” (as defined in the Franklin Employment Agreement) or was terminated by the Company without Cause and such termination occurred within six (6) months of a Change in Control, Mr. Franklin would generally be entitled to a lump sum payment equal to 2.99 times Mr. Franklin’s annual base salary less mandatory deductions payable within ninety (90) calendar days of the termination (and, in the case of such a termination without Cause, a bonus amount

Mr. Franklin would not be entitled to any severance benefits under the Franklin Employment Agreement in the case of the Company terminating his employment for Cause or Mr. Franklin terminating his employment without Good Reason.

In the event of a “Disability” (as defined in the Franklin Employment Agreement) by Mr. Franklin for one hundred twenty (120) consecutive days or longer at any point during his employment, then the Company would pay to Mr. Franklin his regular base salary for a twelve (12)-month period following the date on which the Disability first begins, net of any benefits received by Mr. Franklin under any disability policy obtained by the Company or Mr. Franklin, the premiums for which were paid by the Company. Mr. Franklin would also be entitled to any bonus remaining payable to Mr. Franklin for his fiscal year prior to the date the Disability began and any unpaid bonus for the fiscal year in which the disability occurred prorated for the number of completed calendar months served prior to the date of Disability.

On August 13, 2021, the Company, on its own behalf and on behalf of its subsidiaries, including Wheeler REIT, L.P., entered into an amended and restated employment agreement with Crystal Plum (the “Plum Employment Agreement”) for a three-yearthree-year term. Under the terms of the Plum Employment Agreement, Ms. Plum is entitled to the following compensation:

•        

The following tables set forth certain information regarding the beneficial ownership of shares of our common stockCommon Stock as of March 21, 2022 (the Record Date)February 12, 2024, unless otherwise indicated, for (1) each of our directors and our NEOs, (2) all of our directors and all of our NEOs as a group, and (3) each person known by us to be the beneficial owner of 5% or more of our outstanding common stock, (2) each of our directors and our named executive officers, and (3) all of our directors and all of our named executive officers as a group.Common Stock. Each person or entity named in the tables has sole voting and investment power with respect to all of the shares of our common stockCommon Stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the tables.

Unless otherwise indicated, the address of each named person is c/o Wheeler Real Estate Investment Trust, Inc., Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452.

		Number of Shares Beneficially Owned			Percentage of Class Beneficially Owned(1)
Directors and Named Executive Officers
M. Andrew Franklin		8,767	​(2)		*
Crystal Plum		22,022	​(3)		*
Michelle D. Bergman		—			—
E.J. Borrack		—			—
Kerry G. Campbell		116,507	​(4)		1.2	%
Stefani D. Carter		1,800			*
Saverio M. Flemma		—			—
Paula J. Poskon		76,095	​(5)		*
Joseph D. Stilwell		5,308,299	​(6)		38.3	%
All directors and named executive officers as a group (9 persons)		5,533,490			40.62	%

____________

*        Less than 1.0%

(1)      Based upon 9,720,532 shares of Common Stock outstanding on March 21, 2022. In addition, amounts assume that all convertible securities held by the stockholder are converted into Common Stock.

(2)      Includes (i) 4,356 shares of Common Stock, (ii) 7.00% Senior Subordinated Convertible Notes Due 2031 (“Notes”) convertible into 4,276 shares of Common Stock

To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s Common Stock.