Form 8-K Filing

Wheeler Real Estate Investment Trust, Inc. reported on April 1, 2026, regarding the sale of Series D Preferred Stock. The company entered into subscription agreements with unaffiliated investors, issuing 80,000 shares on March 16, 2026, and 66,666 shares on April 1, 2026. These shares were issued in exchange for shares of the company's subsidiary, Cedar Realty Trust, Inc.'s, Series C and Series B Cumulative Redeemable Preferred Stock. Following these transactions, the acquired Cedar shares were contributed back to Cedar and retired. The issuance of Series D Preferred Stock was conducted under the exemption provided by Section 4(a)(2) of the Securities Act, as it was not a public offering. This report does not constitute an offer to exchange or sell any securities.