Wheeler REIT inks up to $25M note deal; 0% notes repaid daily in stock at $0.25 floor

Wheeler Real Estate Investment Trust, Inc.

Initial $1,000,000 promissory note sold Oct 13, 2026 to an unaffiliated investor; total issuance capped at $25,000,000 in $1M denominations.
Notes mature in 18 months, carry 0.00% interest, and amortize 0.4% of original principal each trading day, payable in Common Stock at the prior day's close.
Stock amortization switches to cash if price falls below the $0.25 Floor Price, shares aren't registered or Nasdaq-listed, or DWAC/DTC issues arise.
Note Investors pay with Series D Preferred Stock valued at its $25.00 liquidation preference plus accrued dividends; closings need Nasdaq 5635(d) stockholder approval of >19.99% share issuance.
Resale registration statement due within 60 days of stockholder approval, effective within 90 days if reviewed; company may terminate if closing misses Feb 1, 2027.

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