Wheeler REIT issues 439,300 common shares in exchange for Series B and D preferred

Wheeler Real Estate Investment Trust, Inc.

Issued 439,300 common shares to two unaffiliated holders in exchange for 19,100 Series D and 38,200 Series B preferred shares.
Exchange ratio: 23 common shares per 2 Series B and 1 Series D preferred shares.
No cash proceeds received; exchanged preferred shares retired and cancelled.
Transaction closed February 6, 2026, relying on Section 3(a)(9) exemption.
Common share count increased by 439,300; no impact on cash or debt.

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