Wheeler Real Estate Investment Trust, Inc. — fact timeline

Wheeler Real Estate Investment Trust, Inc.: Adopted a new Code of Business Conduct and Ethics superseding prior codes (effective 2023-08-31).

“On August 31, 2023, the Board of Directors (the " Board ") of Wheeler Real Estate Investment Trust, Inc. (the " Company ") approved and adopted a new Code of Business Conduct and Ethics that applies to all officers, directors and employees of the Company and constitutes a "code of ethics" as such term is defined in Item 406(b) of Regulation S-K (the " Code of Ethics ").”

Wheeler Real Estate Investment Trust, Inc.: Filed two Articles of Amendment for a 1-for-10 reverse stock split and par value reduction from $0.10 to $0.01 per share, effective August 17, 2023 (effective 2023-08-17).

“In connection with the Reverse Stock Split, on August 16, 2023, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provide for: i. a one-for-ten Reverse Stock Split of the Common Stock, to be effective at 5:00 p.m. Eastern Standard Time on August 17, 2023 (the “ First Amendment ”); and ii. the par value of the Common Stock to be decreased from $0.10 per share (as a result of the one-for-ten Reverse Stock Split) back down to $0.01 per share, to be effective at 5:01 p.m. Eastern Time on August 17, 2023 (the “ Second Amendment ”).”

Wheeler Real Estate Investment Trust, Inc. reported financial results for three and six months ended June 30, 2023.

“On August 8, 2023, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three and six months ended June 30, 2023.”

Wheeler Real Estate Investment Trust, Inc. received a nasdaq deficiency notice notice regarding audit committee (rules 5605).

“July 12, 2023, the Company received a letter from the listing qualifications staff of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that because the Audit Committee now only has two members, the Company no longer complies with the requirement set forth in the Nasdaq Listing Rule 5605 (the “ Rule ”) that the Audit Committee consist of at least three members . The Company is required to appoint a third member to its Audit Committee by the earlier of the Company’s next annual stockholders’ meeting or June 2, 2024. The Company expects to make the appointment within the time period”

Wheeler Real Estate Investment Trust, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“June 26, 2023, Wheeler Real Estate Investment Trust, Inc. (the “ Company ”) received a letter (the “ Notice ”) from the listing qualifications staff (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “ Bid Price Rule ”) for continued listing. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) (the “ Compliance Period Rule ”) provides that a failure to meet the mini”

Michelle D. Bergman resigned as Director at Wheeler Real Estate Investment Trust, Inc..

“Michelle D. Bergman has tendered her resignation, for personal reasons, as a member of Wheeler Real Estate Investment Trust, Inc.’s (the “ Company ”) Board of Directors (the “ Board ”), including her membership on the Audit Committee and Compensation Committee of the Board.”

Wheeler Real Estate Investment Trust, Inc. shareholders rejected Advisory Vote to Approve Executive Compensation at the 2023-05-19 meeting.

“The Company’s stockholders did not approve, on an advisory basis, the Company’s named executive officer compensation as described in the Company’s proxy statement, and the voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,458,680 2,605,612 579,842 1,654,125”

Wheeler Real Estate Investment Trust, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-19 meeting.

“The Company’s stockholders approved the ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and the voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 3,786,517 2,929,505 582,238 0”

Wheeler Real Estate Investment Trust, Inc. shareholders approved Election of Directors at the 2023-05-19 meeting.

“Each nominee for director was elected, and the voting results were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Michelle D. Bergman 2,729,081 2,915,053 1,654,125 E.J. Borrack 2,727,210 2,916,925 1,654,125 Kerry G. Campbell 2,729,030 2,915,104 1,654,125 Stefani D. Carter 2,727,824 2,916,310 1,654,125 Saverio M. Flemma 2,728,194 2,915,941 1,654,125 Megan Parisi 2,725,923 2,918,212 1,654,125 Joseph D. Stilwell 2,849,272 2,794,863 1,654,125”

Wheeler Real Estate Investment Trust, Inc. incurred term loan of $53,070,000 with Guggenheim Real Estate, LLC at 6.24% per annum maturing June 10, 2033.

“entered into a Term Loan Agreement (the “Loan Agreement”) with Guggenheim Real Estate, LLC (the “Lender”). Under the Loan Agreement, the Lender agreed to make a loan to the Borrower in the principal amount of $53,070,000 (the “Loan”), with a scheduled maturity date of June 10, 2033”

Wheeler Real Estate Investment Trust, Inc. entered into Term Loan Agreement with Guggenheim Real Estate, LLC valued at $53,070,000 (effective 2023-05-18).

“entered into a Term Loan Agreement (the “Loan Agreement”) with Guggenheim Real Estate, LLC (the “Lender”). Under the Loan Agreement, the Lender agreed to make a loan to the Borrower in the principal amount of $53,070,000”

Wheeler Real Estate Investment Trust, Inc. reported financial results for the three months ended March 31, 2023.

“Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three months ended March 31, 2023.”

Wheeler Real Estate Investment Trust, Inc. reported financial results for three and twelve months ended December 31, 2022.

“On March 2, 2023, Wheeler Real Estate Investment Trust, Inc. (the "Company"), issued a press release announcing that it had reported financial and operating results for the three and twelve months ended December 31, 2022.”

Wheeler Real Estate Investment Trust, Inc. reported financial results for three and nine months ended September 30, 2022.

“On November 8, 2022, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it had reported its financial and operating results for the three and nine months ended September 30, 2022.”

Megan Parisi was elected as director at Wheeler Real Estate Investment Trust, Inc..

“On October 28, 2022, the Board of Directors (the “Board”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) voted to elect Ms. Megan Parisi as a director of the Company effective as of November 1, 2022.”

Wheeler Real Estate Investment Trust, Inc. incurred term loan of $110,000,000 with Guggenheim Real Estate, LLC at 5.25% maturing November 10, 2032.

“On October 28, 2022, Cedar Brickyard, LLC, Cedar Brickyard II, LLC, Cedar-Fairview Commons, LLC, Cedar-Gold Star Plaza, LLC, Cedar Golden Triangle, LLC, Cedar Hamburg, LLC, Pine Grove Plaza Associates, LLC, Cedar Southington Plaza, LLC, Cedar-Trexler, LLC, Washington Center L.L.C. 1, Greentree Road, L.L.C. 1, Cedar-PC Plaza, LLC, and Cedar-PC Annex, LLC, each a Delaware limited liability company (collectively, the “Borrower”) and wholly owned indirect subsidiary of the Company and the Operating Partnership, entered into a Term Loan Agreement (the “Loan Agreement”) with Guggenheim Real Estate, LLC, a Delaware limited liability company (the “Lender”). Under the Loan Agreement, the Lender agreed to make a term loan to the Borrower in the principal amount of $110,000,000 (the “Loan”), with a scheduled maturity date of November 10, 2032 (such date, or any earlier date on which the entire Loan is required to be paid in full by acceleration or otherwise, the “Maturity Date”). The Loan will ac”

Wheeler Real Estate Investment Trust, Inc. entered into Indemnity Agreement with Guggenheim Real Estate, LLC (effective 2022-10-28).

“The Operating Partnership serves as guarantor on the Loan for the purpose of indemnifying the Lender for certain bad acts and liabilities and guaranteeing the payment of the Loan in the event of certain other bad acts pursuant to the Limited Recourse Indemnity Agreement made by the Operating Partnership in favor of the Lender as of October 28, 2022 (the “Indemnity Agreement”).”

Wheeler Real Estate Investment Trust, Inc. entered into Loan Agreement with Guggenheim Real Estate, LLC valued at $110,000,000 (effective 2022-10-28).

“On October 28, 2022, Cedar Brickyard, LLC, Cedar Brickyard II, LLC, Cedar-Fairview Commons, LLC, Cedar-Gold Star Plaza, LLC, Cedar Golden Triangle, LLC, Cedar Hamburg, LLC, Pine Grove Plaza Associates, LLC, Cedar Southington Plaza, LLC, Cedar-Trexler, LLC, Washington Center L.L.C. 1, Greentree Road, L.L.C. 1, Cedar-PC Plaza, LLC, and Cedar-PC Annex, LLC, each a Delaware limited liability company (collectively, the “Borrower”) and wholly owned indirect subsidiary of the Company and the Operating Partnership, entered into a Term Loan Agreement (the “Loan Agreement”) with Guggenheim Real Estate, LLC, a Delaware limited liability company (the “Lender”). Under the Loan Agreement, the Lender agreed to make a term loan to the Borrower in the principal amount of $110,000,000 (the “Loan”), with a scheduled maturity date of November 10, 2032”

M. Andrew Franklin was appointed as Chief Executive Officer and President at Wheeler Real Estate Investment Trust, Inc..

“Effective October 12, 2021, Wheeler Real Estate Investment Trust, Inc. (the “Company”) appointed M. Andrew Franklin to the position of Chief Executive Officer and President.”

M. Andrew Franklin was appointed as Chief Executive Officer at Wheeler Real Estate Investment Trust, Inc..

“M. Andrew Franklin, the Company’s Chief Operating Officer, has been appointed as interim Chief Executive Officer with immediate effect.”

Daniel Khoshaba resigned as President and Chief Executive Officer at Wheeler Real Estate Investment Trust, Inc..

“Effective as of July 5, 2021, Daniel Khoshaba has tendered his resignation, for personal reasons, as the President and Chief Executive Officer”