UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Name of Registrant as Specified In Itsin its Charter)

________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

Wheeler Real Estate Investment Trust, Inc.
Riversedge North
2529 Virginia Beach Blvd.
Boulevard
Virginia Beach, VA 23452

[  ], 2021April 6, 2023

Dear CommonFellow Stockholder:

You are cordially invitedWe hope to attendsee you at the SpecialAnnual Meeting of Common Stockholders (the “Special“Annual Meeting”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) to be held at the Marriott Virginia Beach Oceanfront, 4201 Atlantic Avenue, Virginia Beach, Virginia 23451 in the Miller Room on November 3, 2021May 19, 2023 at 9:30 a.m., Eastern Daylight Time.

The SpecialAnnual Meeting will be held as in person only and not in a virtual meeting. You will be able to attendmeeting format.

During the Special Meeting, vote and submit questions during the Special Meeting via a live webcast by visiting https://meetnow.global/MAXWQNS and entering the control number provided with your proxy materials. Prior to the SpecialAnnual Meeting, you will be able to authorize a proxyhave the opportunity to vote your shares on each item of business discussed in the matters submitted for common stockholder approvalenclosed Notice of Annual Meeting of Stockholders and Proxy Statement. In addition, you will also have the opportunity to vote before the Annual Meeting at www.investorvote.com/whlr, or by telephone or mail, and we encourage you to do so. Common stockholders who wish to observe the Special Meeting (without being able to vote or submit questions) may also do so by following the instructions in this proxy statement.mail.

The enclosed Notice of SpecialAnnual Meeting of Common Stockholders and Proxy Statement describe the formal business to be transacted at the SpecialAnnual Meeting. Directors and officers of the Company will be present to answer any questions that you and other common stockholders may have. Also available online for your review is our Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company.

The Company is holdingbusiness to be conducted at the SpecialAnnual Meeting consists of:

•the election of seven members of the Board of Directors;

•the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the purposefiscal year ending December 31, 2023; and

•the approval, on an advisory basis, of consideringthe named executive officer compensation for fiscal year 2022.

The Board of Directors unanimously recommends a vote FOR each of the director nominees listed in the enclosed Proxy Statement, FOR the ratification of Cherry Bekaert LLP’s appointment, and voting upon three separate proposals:

•        to amendFOR the termsapproval, on an advisory basis, of the compensation of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”)named executive officers.

Your vote is important. Please indicate your vote by internet or telephone or, if you received your materials by mail, by returning the properly completed enclosed proxy card.

Regardless of whether you vote before or at the Annual Meeting, we hope to removesee you in person in Virginia Beach.

Sincerely,

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY19, 2023

Wheeler Real Estate Investment Trust, Inc. will hold its cumulative dividend rights (“Proposal 1”);Annual Meeting on May 19, 2023, at the Marriott Virginia Beach Oceanfront, 4201 Atlantic Avenue, Virginia Beach, Virginia 23451 in the Miller Room at 9:30 a.m., Eastern Daylight Time. The Annual Meeting will be held in person only and not in a virtual meeting format.

The purpose of the Annual Meeting is to:

•elect a Board of Directors of seven directors to amendserve until the termsnext Annual Meeting and until their successors are duly elected and qualified;

•ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2023; and

•approve, on an advisory basis, the named executive officer compensation for fiscal year 2022.

These items of business are more fully described in the Proxy Statement.

The Board of Directors unanimously recommends a vote FOR each of the director nominees listed in the enclosed Proxy Statement, FOR the ratification of Cherry Bekaert LLP’s appointment, and FOR the approval, on an advisory basis, of the compensation of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) to remove its cumulative dividend rights (“Proposal 2”); andnamed executive officers.

•        to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve any of the proposals to be considered at the Special Meeting (“Proposal 3”).

After careful consideration, the Company’s board of directors (the “Board of Directors”) determined that each of the three separate proposals is advisable and directed that they each be submitted to the holders of the Company’s common stock for their approval. Only common stockholders of record at the close of business on September 22, 2021 will beMarch 27, 2023 are entitled to vote at the SpecialAnnual Meeting. The Board of Directors recommends that the holdersHowever, we welcome all stockholders and supporters of the Company’s common stock vote “FOR” each proposal.

Please indicate your vote by internet or telephone or by using the enclosed proxy card. Your vote is important,Company and it is important that we receive your vote as soon as possible.

This proxy statement is expectedhope to be first mailed to stockholders on or about [    ], 2021.

PRELIMINARY PROXY STATEMENT

Wheeler Real Estate Investment Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, VA 23452

PROXY STATEMENT

Special Meeting of Common Stockholders
November 3, 2021

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement and the documents to which we refer you in this proxy statement contain “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and in Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements involve risks, uncertainties, and assumptions that are difficult to predict. These forward-looking statements include information concerning the Company’s plans, objectives, goals, strategies, future events, future revenues, performance, capital expenditures, financing needs and other information that is not historical information. When used in this proxy statement, the words “believes,” “should,” “estimates,” “expects,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Important factors that we think could cause our actual results to differ materially from those expressed or forecasted in the forward-looking statement are summarized below. One of the most significant factors, however, is the ongoing impact of the current outbreak of the novel coronavirus (COVID-19), on the U.S., regional and global economies, the U.S. retail market and the broader financial markets. The United States of America has been subject to significant economic disruption caused by the onset of COVID-19. Nearly every industry has been impacted directly or indirectly, and the U.S. retail market has come under severe pressure due to numerous factors, including preventative measures taken by local, state and federal authorities to alleviate the public health crisis such as mandatory business closures, quarantines, restrictions on travel and “shelter-in-place” or “stay-at-home” orders at the state and local levels. There is uncertainty as to the time, date and extent to which these restrictions will be relaxed or lifted and uncertainty as to the time, date and extent to which businesses of tenants that have closed, either voluntarily or by mandate, will reopen or partially reopen. And even where restrictions have been relaxed or lifted, there is uncertainty as to whether they will be reimposed.

New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, the availability, distribution, public acceptance and efficacy of one or more approved vaccines, new or mutated variants of COVID-19 (including vaccine-resistant variants) or a similar virus, the direct and indirect economic effects of the pandemic and containment measures on our tenants, uncertainty regarding the severity and duration of the outbreak domestically and internationally, uncertainty regarding the effectiveness of federal, state and local governments’ efforts to contain the spread of COVID-19 and respond to its direct and indirect impact on the U.S. economy and economic activity.

Important factors, among others, that may affect our actual results include:

•        negative impacts from continued spread of new or mutated variants of COVID-19, including on the U.S. or global economy or on our business, financial position or results of operations;

•        the efficacy of any treatment for COVID-19;

•        tenant bankruptcies;

•        the level of rental revenue we achieve from our assets;

•        the market value of our assets and the supply of, and demand for, retail real estate in which we invest;

•        the state of the U.S. economy generally, or in specific geographic regions;

•        the impact of economic conditions on our business;

•        the conditions in the local markets in which we operate and our concentration in those markets, as well as changes in national economic and market conditions;

•        consumer spending and confidence trends;

•        our ability to enter into new leases or to renew leases with existing tenants at the properties we own;

		Page
Securities Authorized for Issuance Under Equity Compensation Plans		20
Certain Relationships and Related Transactions		20
Related Party Transaction Policies		20
Related Party Transactions		21
REPORT OF THE AUDIT COMMITTEE		22
AUDIT COMMITTEE		24
Pre-Approval Policies and Procedures for Audit and Non-Audit Services		24
2022 Fiscal Year Audit Firm Fee Summary		24
Audit Committee Pre-Approval Policies		24
PROPOSAL 1 ELECTION OF DIRECTORS		25
Nominees for Election		25
Involvement in Certain Legal Proceedings		28
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		29
PROPOSAL 3 ADVISORY “SAY-ON-PAY” VOTE TO APPROVE EXECUTIVE COMPENSATION		30
OTHER MATTERS		31
Stockholder Proposals for the 2024 Annual Meeting		31
Form 10-K and Other Filings		31
Delinquent Section16(a) Reports		31
Householding		31
Annex A (Proxy Card)		A-1

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

PROXY STATEMENT

FOR THE SPECIALANNUAL MEETING OF COMMON STOCKHOLDERS

TO BE HELD NOVEMBER 3, 2021ON MAY 19, 2023

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 Special2023 Annual Meeting of Common Stockholders (the “Special“Annual Meeting”).

Beginning on or about [            ], 2021, weApril 6, 2023, the Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to our stockholders of record as of March 27, 2023 (the “Record Date”).

ABOUT THE MEETING

Location

The Annual Meeting will send proxy materials by mail to commonbe held on May 19, 2023 at 9:30 a.m., Eastern Daylight Time, at the Marriott Virginia Beach Oceanfront, 4201 Atlantic Avenue, Virginia Beach, Virginia 23451 in the Miller Room. The Annual Meeting will be held in person only and not in a virtual meeting format. We welcome all stockholders entitled to noticeand supporters of the Special Meeting.Company and hope to see you in Virginia Beach.

ABOUT THE SPECIAL MEETING

Who Can Vote

Record holders of common stockCommon Stock, $0.01 par value per share (“Common Stock”) of the Company par value $0.01 per share (the “Common Stock”), at the close of business on September 22, 2021 (the “Record Date”)the Record Date may vote at the SpecialAnnual Meeting. On the Record Date, 9,712,986 9,793,957shares of Common Stock were outstanding. Each share is entitled to cast one vote. Holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and the Series B Convertible Preferred Stock (the “Series B Preferred Stock”) are not entitled to vote at the Special Meeting, but will be mailed notices in conformity with Maryland law substantially in the form attached to this proxy statement as Annex B and Annex C, respectively.

How You Can AttendAccess the Special MeetingProxy Materials

We are providing access to our proxy materials (including this Proxy Statement and our 2022 Annual Report on Form 10-K) over the internet pursuant to rules adopted by the Securities and Exchange Commission (“SEC”).

Beginning on or about April 6, 2023, the Notice is being mailed to our stockholders of record as of the Record Date. The Special Meeting will be a virtual meeting of common stockholders held via live webcast,Notice includes instructions on how to view the electronic proxy materials on the internet, which will be accessible at https://meetnow.global/MAXWQNS at the date and time given above.available to all stockholders beginning on or about April 6, 2023. The live webcast will provide common stockholders with the opportunity to vote and ask questions.

The process for attending the Special Meeting dependsNotice also includes instructions on how to elect to receive future proxy materials by email. If you choose to receive future proxy materials by email, next year you will receive an email with a link to the proxy materials and proxy voting site and will continue to receive proxy materials in this manner until you terminate your Common Stock is held. Generally,election. We encourage you to take advantage of the availability of our proxy materials on the internet.

If you wish to receive a printed copy of the proxy materials, including the proxy card, you may hold Common Stockrequest 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.

What is the difference between a stockholder of record and a beneficial owner of shares held in “street name”?

Stockholder of Record.If your shares are registered directly in your name aswith the Company’s transfer agent, Computershare Inc., you are considered the stockholder of record with respect to those shares and the Notice is being sent directly to you by the Company. As a “record holder”stockholder of record, you can vote your shares via the internet, telephone or mail, or by attending the Annual Meeting. If you request printed copies of the proxy materials by mail, you will also receive a proxy card.

Beneficial Owner of Shares Held in “Street Name”.If your shares are held in an account withat a bank, broker, or other nominee, (i.e.,then you are the beneficial owner of shares held in “street name”). and the Notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. If you request printed copies of the proxy materials by mail, you will also receive a voting instruction form from the organization holding your shares.

How You Can Vote in Advance of the Annual Meeting

If you are a stockholder of record, holder (i.e., you holdmay vote your shares through our transfer agent, Computershare), you do not need to register to attendusing any of the Special Meeting virtually onfollowing methods:

•Via the internet. Record holders shouldInternet.    To vote via the internet, visit www.investorvote.com/whlr and follow the instructions provided on their noticeyour Notice or the proxy card. You will need the control number included on your Notice or the proxy card, as applicable.

•By Telephone.    To vote by telephone, dial toll-free 1-800-652-VOTE (8683) and in theirfollow the recorded instructions. You will need the control number included on the Notice or the proxy materials.card, as applicable.

•By Mail.    If you hold your shares in “street name,” you must register in advance to attend and vote at the virtual Special Meeting webcast.    If you hold your shares in “street name” and do not register, you may still listen to the Special Meeting webcast by visiting https://meetnow.global/MAXWQNS, but you will not be able to participate or vote in the meeting. To register, you must obtain a “legal proxy” from the bank, broker or other nominee of your shares and submit the legal proxy to Computershare in order to be entitled to vote those shares electronically. Please note that obtaining a legal proxy may take several days. Requests must be received no later than 5:00 p.m. Eastern Daylight Time on October 29, 2021. You will receive a confirmation of your registration by email. Meeting registration requests must include your legal proxy (an imagerequest printed copies of the legal proxy or a forward of the email from your broker including the legal proxy are acceptable) andmaterials be sent by email to legalproxy@computershare.com with the subject “Legal Proxy” oryou by mail, to Computershare, Wheeler Real Estate Investment Trust, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. If you wish to observe the Special Meeting (without being able to vote or submit questions) you may do so by visiting the above website and using your name and email address.

Please note that you may vote by proxy prior to November 3, 2021by completing, signing and still attend the Special Meeting. Even if you currently plan to attend the Special Meeting webcast, we strongly recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Special Meeting. If you hold your shares in street name, we urge you to submit your proxy in advance as described below.

(2)To ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

(3)To approve, on an advisory basis, the named executive officer compensation for fiscal year 2022.

Who is soliciting my vote?

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 SpecialAnnual Meeting, whether or not you attend virtually. Additionally, Okapi Partners LLC, 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 Special Meeting, whether or not you attend virtually.

The Company will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. The Company will pay Okapi Partners LLC a fee of up to $40,000, plus disbursements, reimburse Okapi Partners LLC for its reasonable out-of-pocket expenses and indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as our proxy solicitor. We will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding the proxy materials to our stockholders. Directors, officers and employees of the Company who solicit proxies will not be paid any additional compensation for soliciting proxies.

in person. By submitting your proxy and voting instructions by telephone or via the Internet,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 SpecialAnnual Meeting as you have instructed.

Quorum; Vote Required

The presence, in person (by attending the Special Meeting virtually) or by proxy, of holders of record ofstockholders entitled to cast a majority of all issued and outstanding shares of Common Stock that arethe votes entitled to votebe cast at the Special Meetingmeeting will constitute a quorum for transactingthe transaction of business at the SpecialAnnual Meeting. As of September 22, 2021, the record date for the Special Meeting,March 27, 2023, there were 9,712,986 9,793,957shares of Common Stock issued and outstandingoutstanding. If you are the record owner of your shares and entitled to voteyou attend the Annual Meeting or return a properly executed proxy card, then your shares will be counted as present for purposes of determining a quorum at the SpecialAnnual Meeting.

If your shares are held by a bank, broker, trustee or other nominee (i.e., your shares are held in “street name”), then your shares will be counted as present for purposes of determining a quorum if you orprovide voting instructions to your broker have properly signednominee and returnedsuch nominee submits a proxy card by mail or voted by internet or phone, you will be considered partcovering your shares. Withheld votes (in the case of the election of directors), abstentions and broker non-votes will all be counted for purposes of determining whether a quorum andis present.

Election of Directors (Proposal 1).A plurality of the persons namedvotes cast is required for the election of directors. This means that the director nominee with the most votes for a particular slot is elected to that slot. In voting on the proxy cardelection of directors, you may vote “FOR” or “WITHHOLD” from voting as to each director nominee. For purposes of this vote, neither a “WITHHOLD” vote nor a broker non-vote will count as a vote your shares as you have instructed.cast, so neither will affect the outcome of the vote.

AbstentionsRatification of the Appointment of Cherry Bekaert LLP (Proposal 2).The affirmative vote of a majority of the votes cast on this matter is required to approve this proposal. For purposes of this vote, abstentions and broker non-votes will not be considered presentcounted as votes cast and will have no effect on the result of the vote for the purpose of determining the presencethis proposal.

Advisory Vote to Approve Executive Compensation (Proposal 3).The affirmative vote of a quorum. majority of the votes cast on this matter is required to approve this proposal. For purposes of this vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for this proposal.

A “broker non-vote” occurs when the broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you own your shares in “street name”street name through a broker and do not provide voting instructions to your broker, then your broker will not have the authority to vote your shares on any proposal presented at the SpecialAnnual Meeting unless it has discretionary authority with respect to that proposal. In that case, your shares will be considered to be broker non-votes, and will not be voted on that proposal. Whether a broker has discretionary authority depends on your agreement with your broker and the rules of the various regional and national exchanges of which your nomineebroker is a member. In general, a broker does not have discretionary authority to vote on the election of directors (Proposal 1) or the approval, by non-binding advisory vote, of the compensation paid to the named executive officers (Proposal 3). Accordingly, it is very important that you instruct your broker or other nominee on how to vote shares that you hold in street name.

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.

AmendmentsIf a proxy is executed and returned but no instructions are given, the shares will be voted according to Terms of Series A Preferred Stock (Proposal 1).    The affirmative “FOR” votethe recommendations of the holdersBoard of recordDirectors. The Board of a majority of the shares of Common Stock that are outstanding and entitled to vote on Proposal 1 is required to approve that proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN.” For purposes of this vote, an abstention and a broker non-vote will each have the same effect asDirectors unanimously recommends a vote “AGAINST” Proposal 1.

Amendments to Terms of Series B Preferred Stock (Proposal 2).    The affirmative “FOR” vote of the holders of record of a majority of the shares of Common Stock that are outstandingFOR Proposals1, 2 and entitled to vote on Proposal 2 is required to approve that proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN.” For purposes of this vote, an abstention and a broker non-vote will each have the same effect as a vote “AGAINST” Proposal 2.

Adjournments of the Special Meeting (Proposal 3).    The approval of the adjournments of the Special Meeting, as described in Proposal 3, requires the affirmative “FOR” vote of a majority of all shares of Common Stock voted on that proposal. For purposes of this vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote for Proposal 3.

Other Matters to beBe Acted Upon at the SpecialAnnual Meeting

We do not know of any other matters to be validly presented or acted upon at the SpecialAnnual Meeting. If any other matter is presented at the SpecialAnnual 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.

Expenses of Solicitation

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.

Available Information

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, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the U.S. Securities and Exchange Commission (the “SEC”).SEC. In addition, we have posted the chartersCharters of our Asset Liability Committee, Audit Committee, Compensation Committee, Governance and Nominating Committee, and Corporate GovernanceExecutive Committee, as well as our Insider Trading Policy, Code of Business Conduct and Ethics for Board Members, Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives, andCorporate Governance Principles, including guidelines on director independence, 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.

Multiple Stockholders Sharing the Same AddressQuestions

You may call our Corporate Secretary at 757-627-9088 if you have any questions.

PLEASE VOTE — YOUR VOTE IS IMPORTANT

CORPORATE GOVERNANCE AND BOARD MATTERS

The SEC rules allow foraffairs of the deliveryCompany are managed by the Board of Directors. Directors are elected at the annual meeting of stockholders each year or, in the event of a single copyvacancy, elected by the incumbent Board of Directors, and serve until the next annual meeting of stockholders or until a successor has been elected or approved.

Corporate Governance Profile

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 Nasdaq Stock Market, and our Board of Directors makes an affirmative determination as to the independence of each of our directors on an annual reportbasis. We have adopted a Code of Business Conduct and proxy statementEthics for Board Members, a Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives,and Corporate Governance Principles,which are available on our website, all under separate headings.

Role of the Board of Directors in Risk Oversight

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, Executive Committee, and Litigation 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 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 household at which twoof our compensation policies and programs has the potential to encourage excessive 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 more stockholders reside, ifadditions 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 believedimpractical to arrange a meeting of the stockholders areBoard of Directors within the time reasonably available. The Litigation Committee is responsible for overseeing any material litigation matters involving the Company, and assisting the Board of Directors in fulfilling its oversight responsibilities with respect to such matters.

Members of the Board of Directors

As of April 6, 2023 (the date of this Proxy Statement), the members of the same family. Duplicate account mailingsBoard of Directors (and their respective committee memberships) are identified below:

Board of Directors Committees

Our Board of Directors has established six committees: an Asset Liability Committee, an Audit Committee, a Compensation Committee, a Governance and Nominating Committee, an Executive Committee, and a Litigation 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.

Asset Liability Committee.Our Asset Liability Committee currently consists of two directors: Kerry G. Campbell and Saverio M. Flemma. Mr. Campbell is the Chair of the Asset Liability Committee. The purpose of the Asset Liability Committee is to evaluate the level of risk inherent in the Company’s real estate assets, monitor the level of risk that is appropriate in the Company’s real estate assets, monitor the financing of the Company’s real estate assets, develop guidelines on improving the Company’s financing processes relating to the Company’s real estate assets, and review the Company’s financing processes relating to the Company’s real estate assets. The Asset Liability Committee was formed in June 2021. The charter of the Asset Liability Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the Asset Liability Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Asset Liability Committee met once in 2022.

Audit Committee.Our Audit Committee currently consists of three directors: Kerry G. Campbell, Michelle D. Bergman and Saverio M. Flemma. Mr. Campbell is the Chair of the Audit Committee. Mr. Campbell qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations and Nasdaq Stock Market corporate governance requirements. In addition, each of the Audit Committee members is “financially sophisticated” as that term is defined by the Nasdaq Stock Market corporate governance requirements. The functions of the Audit Committee are described below under the heading “Report of the Audit Committee.” The charter of the Audit Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the Audit Committee are independent within the meaning of SEC regulations, the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Audit Committee met five times in 2022.

Compensation Committee.Our Compensation Committee currently consists of three directors: Joseph D. Stilwell, E.J. Borrack and Michelle D. Bergman. Mr. Stilwell is the Chair of the Compensation Committee. The Compensation Committee is responsible for overseeing compensation paid to the Company’s principal executive officers. The charter of the Compensation Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the Compensation Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Compensation Committee met once in 2022.

Governance and Nominating Committee.Our Governance and Nominating Committee currently consists of three directors: Joseph D. Stilwell, Stefani D. Carter and Megan Parisi. Mr. Stilwell is the Chair of the Governance and Nominating Committee. The Governance and Nominating Committee is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company’s Corporate Governance Principles. In addition, the Governance and Nominating Committee develops and reviews background information on candidates for the Board of Directors and makes recommendations to the Board of Directors regarding such candidates. The Governance and Nominating Committee also prepares and supervises the Board of Directors’ annual review of director independence. The charter of the Governance and Nominating Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). All of the members of the Governance and Nominating Committee are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Governance and Nominating Committee met four times in 2022.

Executive Committee.Our Executive Committee currently consists of two directors: Joseph D. Stilwell and Stefani D. Carter. The purpose of the Executive Committee is to generally 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. However, the Executive Committee does not have the authority to act on any matters that are expressly delegated to other committees of the Board of Directors or are under active review by the Board of Directors or another committee of the Board of Directors. The Executive Committee was formed in February 2020. The charter of the Executive Committee is available on the Company’s Investor Relations tab of our website (https://ir.whlr.us). Joseph D. Stilwell and Stefani D. Carter are independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles. The Executive Committee met twice in 2022.

Litigation Committee.Our Litigation Committee currently consists of one director: E.J. Borrack. Ms. Borrack is the Chair of the Litigation Committee. The Litigation Committee is responsible for overseeing any material litigation matters involving the Company, and assisting the Board of Directors in fulfilling its oversight responsibilities with respect to such matters. In addition, the Litigation Committee has the authority to retain outside counsel or other

experts or consultants as it deems appropriate in connection with any such matters, including the authority to approve the fees and other retention terms for such persons. Ms. Borrack is independent within the meaning of the listing standards of the Nasdaq Stock Market and the Company’s Corporate Governance Principles.

Board of Directors Leadership Structure

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 President or elects a new Chair of the Board of Directors. The current Chief Executive Officer and President, M. Andrew Franklin, is not a member of the Board of Directors. The current Chair of the Board of Directors is Stefani D. Carter.

Selection of Nominees for the Board of Directors

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. 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 eliminated by allowing stockholdersbased on a number of factors and the information provided to consentthe 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 such elimination,fill vacancies or through implied consent ifthe 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 the committee determines that additional consideration is warranted, it may request a third-party search firm to gather additional information about the prospective nominee’s background and experience.

We do not have a diversity policy. The Governance and Nominating Committee considers the directors and nominees in terms of skills and experience, and how they may contribute to the overall effectiveness of our Board of Directors, as generally set out in the Company’s Corporate Governance Principles. The Governance and Nominating Committee evaluates the prospective nominee against the following standards and qualifications:

•whether the prospective nominee is a stockholder of the Company;

•the ability of the prospective nominee to represent the interests of the Company;

•the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;

•the prospective nominee’s ability to dedicate sufficient time, energy, and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other public company boards, as specifically set out in the Company’s Corporate Governance Principles; and

•the extent to which the prospective nominee contributes to the talent, skill and expertise appropriate for the Board of Directors.

The Governance and Nominating Committee does not request continuation take into account race, sex or creed in its evaluation of duplicate mailings (“Householding”). Depending uponany director or nominee.

The Governance and Nominating Committee also considers such other relevant factors as it deems appropriate, including (without limitation) the practicescurrent composition of your broker, bankthe 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 other nominee, you may needmore members of the committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Governance and Nominating Committee makes a recommendation to contact them directlythe full Board of Directors as to continue duplicate mailings to your household. If youthe persons who should be nominated by the Board of Directors, and the Board of Directors determines the nominees after considering the recommendation of the committee.

Stockholders who wish to revoke your consentrecommend nominees for election as directors should provide those recommendations in writing to Householding, youour 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 contact your broker, bank orcomply with the advance notice provisions and other nominee.requirements of Section 11 of Article II of our Bylaws.

If you hold sharesWe 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 Common Stock in your own name as a holderArticle II of record, Householding will not apply to your shares.our Bylaws.

If you wish to request extra copies freeCopies of charge of any annual report, proxy statement or information statement, please send yourour Governance and Nominating Committee Charter and our Bylaws are available upon written request to the Corporate Secretary, Wheeler Real Estate Investment Trust, Inc., Attention: Angelica Beltran, Corporate Secretary,Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452.

QuestionsBoard Diversity Matrix

If you have questions aboutIn August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. The Board Diversity Matrix below presents the Board of Directors’ diversity statistics for the current year and the immediately preceding year in the format prescribed by the Nasdaq rules:

Determination of Director Independence

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 Nasdaq Listing Rule 5605(a)(2).

Board of Directors Meetings During Fiscal 2022

The Board of Directors met seventeen (17) times during fiscal year 2022.

No director attended fewer than 75%, in the aggregate, of: (i) the total number of meetings of the proposals, you should contactBoard 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 proxy solicitation agent: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.

Okapi Partners LLCAlthough 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 2022 annual meeting of stockholders attended the 2022 annual meeting which was held virtually.

Stockholder Communications with the Board of Directors

1212 AvenueStockholders 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: Corporate Secretary, Riversedge North, 2529 Virginia Beach Blvd., Virginia Beach, VA 23452.

The Governance and Nominating Committee of the Americas, 24th Floor

New York, New York 10036

+ 1 (212) 297-0720 (Main)

+ 1 (877) 629-6356 (Toll-Free)

Email: info@okapipartners.com

PLEASE VOTE — YOUR VOTE IS IMPORTANTBoard 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 all such correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board of Directors or committees thereof or that she 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.

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics for Board Members, and a Code of Business Conduct and Ethics for Employees, Officers, Agents and Representatives (collectively, our “Code of Business Conduct and Ethics”). These documents are available on the Investor Relations tab of our website (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.

Hedging

As of the date hereof, the Company does not have a policy regarding hedging activities.

Director Compensation

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 Financial Officer also serve as directors of Cedar Realty Trust, Inc. (“Cedar”). Consistent with the above policy, our Chief Executive Officer and Chief Financial Officer do not receive any compensation for their services as directors of Cedar.

For fiscal year 2022, 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.

Non-employee directors who serve on the board of directors of our subsidiary Cedar were entitled to annual cash compensation in the amount of $50,000 for their services as directors, with an additional annual cash retainer of $40,000 for service as Chair of the 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 committee meetings.

The following table summarizes our directors’ compensation for 2022:

____________

(1)Includes the following amounts payable to directors for service as directors of Cedar (as prorated for the partial year of service): Mr. Campbell, $32,250; Ms. Borrack, $17,900; and Ms. Poskon, $17,900.

(2)Ms. Parisi was elected to the Board of Directors on November 1, 2022.

(3)Ms. Poskon’s term as a director expired at the Company’s annual meeting held on June 16, 2022. Ms. Poskon serves on the board of directors of Cedar.

EXECUTIVE OFFICERS

M. Andrew Franklin

Chief Executive Officer and President since October 2021

Age — 42

Andrew Franklin was appointed Chief Executive Officer and President in October 2021. In August 2022, he was appointed Chief Executive Officer and President and Director of Cedar. He previously served in the following roles at the Company: Interim Chief Executive Officer since July 2021; Chief Operating Officer since February 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

Chief Financial Officer since February 2020

Age — 41

Crystal Plum was appointed Chief Financial Officer in February 2020. In August 2022, she was appointed Chief Financial Officer, Treasurer, Corporate Secretary and Director of Cedar. She previously served in the following roles at the Company: Vice President of Financial Reporting and Corporate Accounting from March 2018 to February 2020; and Director of Financial Reporting 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.

EXECUTIVE COMPENSATION

Summary Compensation Table

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

____________

(1)Mr. Franklin was appointed as Interim Chief Executive Officer in July 2021 and Chief Executive Officer and President in October 2021. Prior to such appointments, he served as the Chief Operating Officer.

(2)Approximately $28 thousand of “All Other Compensation” for 2022 was for housing.

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

(4)Mr. Khoshaba was appointed as Chief Executive Officer in April 2020 and he resigned for personal reasons in July 2021. He did not receive any compensation from the Company in 2021 in respect of such service.

Outstanding Equity Awards at 2022 Fiscal Year-End

____________

(1)Represents shares of restricted common stock granted on August 13, 2021, vesting in three equal installments on each anniversary of the grant date, subject to both (i) continued employment, and (ii) 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 being equal to at least $6.25.

(2)Based on the closing price per share of the Company’s common stock on December 30, 2022 ($1.396), the last trading day of 2022.

Stock Plans

2015 Long-Term Incentive Plan

Pursuant to our 2015 Long-Term Incentive Plan, we may award incentives covering an aggregate of 125,000shares of our Common Stock. As of March 27, 2023, we have issued 83,896shares under the plan to employees, directors, and outside contractors for services provided.

2016 Long-Term Incentive Plan

Pursuant to our 2016 Long-Term Incentive Plan, we may award incentives covering an aggregate of 625,000shares of our Common Stock. As of March 27, 2023, we have issued 497,293shares under the plan to employees, directors, and outside contractors for services provided.

Employment Agreements with the Company’s Named Executive Officers

Generally

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.

Employment Agreement of M. Andrew Franklin

General Terms.On February 14, 2018, the Company, on its own behalf and on behalf of its subsidiaries, including Wheeler REIT, L.P., entered into an employment agreement with M. Andrew Franklin (the “Franklin Employment Agreement”) for a period of three years beginning on February 14, 2018, and ending on February 13, 2021 (the “Initial Term”). At the end of the Initial Term, the Franklin Employment Agreement automatically renews for subsequent one-year terms on a year-over-year basis unless terminated pursuant to the terms of the Franklin Employment Agreement. Under the terms of the Franklin Employment Agreement, Mr. Franklin is entitled to the following compensation:

•Base salary of $250,000 per annum (subsequently increased to $400,000 effective upon Mr. Franklin’s appointment as Chief Executive Officer and President); and

•Reimbursement of reasonable and necessary business expenses, and eligibility to participate in any current or future bonus, incentive, and other compensation and benefit plans available to the Company’s executives.

Severance Terms.Under the Franklin Employment Agreement, if Mr. Franklin’s employment were terminated by the Company without “Cause” (as defined in the Franklin Employment Agreement), then Mr. Franklin would generally be entitled to severance pay of the greater of (i) salary continuation payments at Mr. Franklin’s current salary, less mandatory deductions, for six (6) months plus one (1) additional month for each full calendar quarter remaining in the then-current term of Mr. Franklin’s employment or (ii) salary continuation for a period equal to the remainder of the term of the Franklin Employment Agreement. Mr. Franklin would also be entitled to any annual bonuses that would have been earned based solely on his continued employment for the remainder of the term of the Franklin Employment Agreement. 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 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 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 based on any bonus determined by the Board of Directors and payable to other executives of the Company during the twelve (12) months after the Change in Control). In addition, Mr. Franklin would be entitled to health care coverage pursuant to COBRA at Mr. Franklin’s expense for up to eighteen (18) months.

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.

Death and Disability.In the event of a termination of employment on account of death, then Mr. Franklin’s estate would generally be entitled to: (a) Mr. Franklin’s regular base salary (determined on the date of death) for a period of twelve (12) months following death; (b) the amount of any bonus remaining payable by the Company to Mr. Franklin for its fiscal year prior to death; and (c) any accrued and unpaid bonus determined by the Board of Directors for the year in which the death occurs prorated for the number of completed calendar months served prior to death.

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.

Miscellaneous Provisions.The Franklin Employment Agreement provides for confidentiality and nondisclosure provisions, and also contains a non-solicitation of employees clause for a duration of eighteen (18) months following the last day of Mr. Franklin’s employment with the Company.

Employment Agreement of Crystal Plum

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-year term. Under the terms of the Plum Employment Agreement, Ms. Plum is entitled to the following compensation:

•Base salary of $250,000 per annum;

•A grant of 20,000shares of common stock (the “Initial Equity Award”), 5,000 of which were vested upon grant and 15,000 of which were subject to vesting conditions as described above under “Outstanding Equity Awards at 2021 Fiscal Year-End”; and

•Reimbursement of reasonable and necessary business expenses, and eligibility to participate in any current or future bonus, incentive, and other compensation and benefit plans available to the Company’s executives.

Severance Terms.Under the Plum Employment Agreement, if Ms. Plum’s employment were terminated by the Company without “Cause” or by Ms. Plum for “Good Reason” (as those terms are defined in the Plum Employment Agreement), then, subject to execution of a release of claims, Ms. Plum would generally be entitled to (i) salary continuation payments at Ms. Plum’s current salary, less mandatory deductions, for twelve (12) months, (ii) health insurance for a twelve (12)-month period following termination substantially similar to those insurance benefits Ms. Plum was receiving immediately prior to the date of termination or the cash equivalent, offset by any comparable benefits actually received by Ms. Plum, and (iii) eligibility to vest in a prorated portion of the Initial Equity Award scheduled to vest on the next scheduled vesting date, subject to satisfaction of the applicable performance vesting condition. Ms. Plum would not be entitled to any severance benefits under the Plum Employment Agreement in the case of the Company terminating her employment for Cause or Ms. Plum terminating her employment without Good Reason.

Death and Disability.In the event of a termination of employment on account of death or “Disability” (as defined in the Plum Employment Agreement), then Ms. Plum (or her estate, as the case may be) would generally be entitled to any accrued but unpaid salary and employee benefits and the amount of any earned but unpaid bonus for any completed fiscal year of the Company prior to the termination.

Miscellaneous Provisions.The Plum Employment Agreement provides for a nondisclosure covenant, a non-solicit of employees, service providers, and customers that applies during Ms. Plum’s employment and for eighteen (18) months thereafter, a non-compete that applies during Ms. Plum’s employment and for twelve (12) months thereafter, and a customary non-disparagement covenant.

Potential Payments Upon Termination or Change in Control

See “Employment Agreements with the Company’s Named Executive Officers” above.

Pay Versus Performance Disclosure

The information below presents the relationship between the compensation of the Company’s named executive officers and certain performance measures in accordance with Item 402(v) of SEC’s Regulation S-K.

____________

(1)Reflects only Mr. Franklin as our principal executive officer (“PEO”). Mr. Khoshaba is omitted because he received no compensation as PEO.

(2)Reflects only Ms. Plum because she was the only named executive officer (“NEO”) other than the PEO during the applicable years.

(3)Compensation Actually Paid (“CAP”) is the Summary Compensation Table total for the applicable officer as adjusted pursuant to SEC rules in respect of equity compensation, which is applicable to Ms. Plum only. Ms. Plum’s 2022 Average Summary Compensation Table total was reduced by the decrease in value, ($8,160), of her unvested shares during 2022. Her 2021 Average Summary Compensation Table total was adjusted by (i) reducing it by the amount, ($57,200), attributable to Stock Awards and (ii) increasing it by the grant date value, $14,300, of shares that vested during that year and the 2021 year-end value, $29,100, of her unvested shares. Accordingly, “compensation actually paid” does not necessarily represent the actual amount of compensation earned by or paid to the NEOs during the applicable year.

(4)Total Shareholder Return is calculated assuming a $100 investment in the Company on December 31, 2020, calculated through the end of 2021 or 2022, as the case may be, based on the Company’s share price.

Relationship to Compensation Actually Paid

The following charts show the relationship of the CAP to Mr. Franklin (PEO) and the average CAP to Ms. Plum (Non-PEO NEO) to, respectively, net income of the Company and total shareholder return:

MISCELLANEOUS

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth certain information regarding the beneficial ownership of shares of our common stock as of the record dateFebruary 28, 2023 for (1) each of September 22, 2021 for:

•        our directors and our named executive officers, (2) all of our directors and all of our named executive officers as a group, and (3) each person who isknown by us to be the beneficial owner of 5% or more of our outstanding common stock,

•        each of our directors and named executive officers, and

•        all of our directors and executive officers as a group.

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 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.

____________

*Less than 1.0%

(1)Based upon 9,712,986 9,793,957shares of Common Stock outstanding on September 22, 2021.February 28, 2023. In addition, amounts assume that all convertible securities held by the stockholder are converted into Common Stock.

(2)Includes (i) 4,356 3,000shares of Common Stock, (ii) Notes convertible into 16,000shares of Common Stock, and (ii) 7.00% Senior Subordinated(iii) 3,268shares of Series B Convertible Notes Due 2031Preferred Stock (“Notes”Series B Preferred Stock”) convertible into 4,276 2,042shares of Common Stock.

(3)Ms. Parisi was elected to the Board of Directors on November 1, 2022.

(4)Includes (i) 100,000 1,181,336shares of Common Stock, (ii) Notes convertible into 3,999,980shares of Common Stock, (iii) 817,085shares of Series B Preferred Stock convertible into 510,677shares of Common Stock, and (ii) Notes(iv) 86,150shares of Series D Cumulative Convertible Preferred Stock (“Series D Preferred Stock”) convertible into 16,000 shares of Common Stock.

(4)      Includes (i) 50,200 shares of Common Stock and (ii) Notes convertible into 25,100 shares of Common Stock.

(5)      Includes (i) 1,181,336 shares of Common Stock and (ii) Notes convertible into 3,999,980 126,983shares of Common Stock. Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Value LLC,Partners VII, L.P., Stilwell Value Partners VII, L.P.LLC, and Joseph Stilwell each possesspossesses shared voting and investment power over 5,181,316 5,818,976shares of Common Stock (assuming conversion of the Notes, Series B Preferred Stock and Series D Preferred Stock into Common Stock). Mr. Stilwell is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., and Stilwell Value Partners VII, L.P.

(5)Includes (i) 4,356shares of Common Stock, (ii) 7.00% Senior Subordinated Convertible Notes Due 2031 (“Notes”) convertible into 4,276shares of Common Stock, (iii) 92shares of Series D Preferred Stock convertible into 135shares of Common Stock, and (iv) 1,223shares of Series B Preferred Stock convertible into 764shares of Common Stock.

(6)Includes 15,000shares of restricted stock granted by the Company on August 13, 2021 that are subject to vesting in three equal installments on each anniversary of the grant date (each, a “Vesting Date”), Stilwell Activist Fund, L.P.subject to both (1) Ms. Plum’s continued employment through the applicable Vesting Date and Stilwell Activist Investments, L.P.(2) 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 (the “Performance Period”) being equal to or greater than $6.25 (the “Price Target”). In the event of certain terminations of employment, Ms. Plum is eligible for pro-rated vesting, provided the Price Target is achieved during the Performance Period.

Based upon our records and the information reported in filings with the SEC, the following were beneficial owners of more than 5% of our shares of Common Stock as of the record date of September 22, 2021February 28, 2023 (in addition to those noted above).

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(1)Based upon 9,712,986 9,793,957shares of Common Stock outstanding on September 22, 2021.February 28, 2023. In addition, amounts assume that all convertible securities held by the stockholder are converted into Common Stock. All beneficial ownership identified on this table is held by the beneficial owners with sole voting power and sole investment power unless otherwise indicated.

(2)Based solely upon the Schedule 13G13G/A filed with the SEC by the beneficial owner on September 10, 2021,January 31, 2023, reporting beneficial ownership as of August 13, 2021.December 31, 2022. Magnetar Financial LLC (“Magnetar”) possesses shared voting power and shared investment power over (i) Common Stock Purchase Warrants that are exercisable for 998,547 shares of Common Stock, (ii) Notes convertible into 347,292763,292 shares of Common Stock, (iii) 16,439 shares of Series D Preferred Stock convertible into 24,229 shares of Common Stock and (iii) Purchase Rights to purchase up to $3.0 million in additional Notes(iv) 218,512 shares of Series B Preferred Stock convertible into 416,000136,566 shares of Common Stock. Includes the shares reported by Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz.David J. Snyderman. Mr. LitowitzSnyderman is the manager of Supernova Management LLC, which is the general partner of Magnetar Capital Partners LP. Magnetar Capital Partners LP is the sole member and parent holding company of Magnetar.

(3)Based solely upon the Schedule 13D/A filed with the SEC by the beneficial owner on August 23,December 14, 2021, reporting beneficial ownership of 1,105,924 shares of Common Stock as of August 23,December 14, 2021.

(4)Based solely upon the Schedule 13G/13D/A filed jointly by SR Equity Ventures, LLC (“Ventures”), Bradley Schafer (“Schafer”), Steven Norcutt (“Norcutt”), N. Christopher (Kit) Richardson (“Kit Richardson”), Evan Richardson (“E. Richardson”), Gregory J. Springer (“Springer”), Schafer Richardson, Inc., (“SR, Inc.”), David Smith (“Smith”), Srikanth Malladi (“Malladi”), Gwendolyn A. Collins (“Collins”), Alexander J. Wodka (“Wodka”), Karen P. Gallivan (“Gallivan”), and Stephen P. Ceurvorst (“Ceurvorst”) with the SEC by the beneficial owner on February 8, 2021,January 5, 2023, reporting beneficial ownership as of December 31, 2020. Mr. Strong possesses shared voting power and shared investment power over 945,000January 5, 2023. Includes an aggregate of 942,751 shares with Calm Waters Partnership, of which he is the managing member.

(5)      Based solely upon the Schedule 13D filed with the SEC by the beneficial owner on June 1, 2021, reporting beneficial ownership as of May 21, 2021. Steamboat Capital Partners, LLC possesses shared voting power over 232,123Common Stock. Additionally, Ventures may be deemed to beneficially own (A) 5,889 shares of Series B Preferred Stock and 439,132(B) 11,327 shares of Series D Preferred Stock, whichbut such shares owned by Ventures are convertible into 145,076 and 647,280not included within the aggregate number of shares of Common Stock respectively.held by the beneficial owners. Ventures is a member-managed limited liability company. Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. are the sole members of Ventures, and, as such, control the management and operations of Ventures. Therefore, Ventures may be deemed to share voting and dispositive power with regard to the shares of Common Stock held by Ventures with each of Schafer, Norcutt, Kit Richardson, E. Richardson, Springer and SR, Inc. Smith, Malladi, Collins, Wodka, Gallivan and Ceurvorst are not members of Ventures, and, therefore, do not share the voting and dispositive power with regard to the Shares held by Ventures.

(5)Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on January 27, 2021,23, 2023, reporting beneficial ownership as of January 26, 2021December 31, 2022. Includes (i) 703,964 shares of 686,687Common Stock, (ii) Notes convertible into 8,520 shares of Common Stock, (iii) 132,353 shares of Series D Preferred Stock convertible into 195,096 shares of Common Stock, and (iv) 9,711 shares of Series B Preferred Stock convertible into 6,069 shares of Common Stock.

(7)      (6)Based solely upon the Schedule 13G/A filed jointly by William Carlton Derrick and Bruce William Derrick with the SEC on February 14, 2023, reporting beneficial ownership as of February 10, 2023. Includes (i) 504,699 shares of Common Stock, (ii) Notes convertible into 7,556 shares of Common Stock, (iii) 256,200 shares of Series D Preferred Stock convertible into 377,653 shares of Common Stock, and (iv) 10,296 shares of Series B Preferred Stock convertible into 6,435 shares of Common Stock. William Carlton Derrick and Bruce William Derrick collectively beneficially own 896,343 of these shares. William Carlton Derrick possesses sole voting power and sole dispositive power over 368,081 of these shares, and Bruce William Derrick possesses sole voting power and sole dispositive power over 528,262 of these shares.

(7)Based solely upon the Schedule 13D/A filed jointly by Steamboat Capital Partners, LLC and Parsa Kiai with the SEC on December 21, 2022, reporting beneficial ownership as of December 20, 2022. Includes (i) 50,000 shares of Common Stock, (ii) 392,716 shares of Series D Preferred Stock, which are convertible into Common Stock, and (iii) 216,781 shares of Series B Preferred Stock, which are convertible into Common Stock.

(8)Based solely upon the Schedule 13G filed with the SEC by the beneficial owner on April 12, 2021,February 2, 2022, reporting beneficial ownership as of April 9,December 31, 2021 of 522,276680,000 shares of Common Stock. Includes

To our knowledge, except as noted above, no person or entity is the shares reported by Abigail P. Johnson.