Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Background

On October 13, 2026, Wheeler Real Estate Investment Trust, Inc. (the "Company") entered into a Note Purchase Agreement (the "Initial Purchase Agreement") with an unaffiliated investor (the "Initial Note Investor"), pursuant to which the Company agreed to issue and sell to the Initial Note Investor a Promissory Note in the principal amount of $1,000,000.00 (the "Initial Note"). Following the execution of the Initial Purchase Agreement and prior to the Company's filing of the registration statement for the Amortization Stock (as defined below), the Company may enter into Note Purchase Agreements (together with the Initial Purchase Agreement, the "Purchase Agreements") with other investors (together with the Initial Note Investor, the "Note Investors") providing for the issuance and sale of additional Notes (the "Additional Notes", and together with the Initial Note, the "Notes"). The Additional Notes will be issued on the same terms as the Initial Note.

The Notes will be issued in denominations of $1,000,000.00 principal amount and integral multiples thereof and in the aggregate principal amount of up to $25,000,000.00 (the "Maximum Aggregate Principal Amount").

The Notes will be issued on a date that is no later than the 5^th business day following the date on which all closing conditions (which include (i) the approval by the Company's stockholders of the issuance or potential issuance of more than 19.99% of outstanding shares of the Company's common stock, $0.01 par value per share ("Common Stock") pursuant to the Notes in accordance with Nasdaq Listing Rule 5635(d) (the "Stockholder Approval"), and (ii) the effectiveness of the registration statement) have been satisfied. The closings under the Purchase Agreements will occur even if the Company issues and sells the Notes in an aggregate principal amount that is less than the Maximum Aggregate Principal Amount.

Terms of the Notes

The Notes will mature on the 18-month anniversary of their issuance date, and will bear interest at a rate of 0.00% per annum.

Beginning on the first trading day following the date of a Note's issuance and continuing on each subsequent trading day for so long as there is an outstanding principal amount on the Note, the Company will make to a Note Investor, in repayment of the Note, an amortization payment equal to 0.4% of the Note's original principal amount. The Company will be entitled to change such amortization rate to a percentage that is equal to or greater than 0.2% and not to exceed 0.6% of the original principal amount commencing with the 1^st trading day of the following calendar month by delivering a written notice to the Note Investor on or before the 25^th day of the prior calendar month.

The Company will make these amortization payments by issuance to the Note Investors of shares of Common Stock (the "Amortization Stock") at a value equal to the closing price per share of the Common Stock on the Nasdaq Capital Market on the trading day immediately preceding the applicable amortization payment date. However, if, at the time of the relevant amortization payment:

then such amortization payment will be made in cash.

The Company will have the right to repay the outstanding principal amount of the Notes or any portion thereof in cash, at any time and without penalty.

The Notes will rank pari passu with each other, and the Company will not make any payment under the Notes except as will be shared ratably between the Note Investors.