Sec Form 4 Filing - STILWELL JOSEPH @ Wheeler Real Estate Investment Trust, Inc. - 2024-01-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STILWELL JOSEPH 2. Issuer Name and Ticker or Trading Symbol Wheeler Real Estate Investment Trust, Inc. [ WHLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CALLE DEL SANTO CRISTO 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2024 (Street) SAN JUAN, PR00901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 15,179,309 I See footnote ( 1 ) Common Stock 2,331,886 I See footnote ( 2 ) Common Stock 3,359,992 I See footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 7.00% Subordinated Convertible Notes due 2031 $ 0.21 ( 4 ) 08/19/2021( 6 ) 12/31/2031 Common Stock 85,015,450 ( 4 ) ( 5 ) $ 18,249,925 I See footnote ( 1 ) 7.00% Subordinated Convertible Notes due 2031 $ 0.21 ( 4 ) 08/19/2021( 6 ) 12/31/2031 Common Stock 12,228,067 ( 4 ) ( 5 ) $ 2,624,950 I See footnote ( 2 ) 7.00% Subordinated Convertible Notes due 2031 $ 0.21 ( 4 ) 08/19/2021( 6 ) 12/31/2031 Common Stock 19,215,900 ( 4 ) ( 5 ) $ 4,125,000 I See footnote ( 3 ) 7.00% Subordinated Convertible Notes due 2031 $ 0.21 ( 4 ) ( 4 ) 12/31/2031 Common Stock 516,965 ( 4 ) ( 5 ) $ 110,975 I See footnote ( 7 ) Series B Convertible Preferred Stock $ 400 ( 8 ) ( 8 ) Common Stock 37,279 596,473 ( 9 ) ( 10 ) I See footnote ( 1 ) Series B Convertible Preferred Stock $ 400 ( 8 ) ( 8 ) Common Stock 5,362 85,792 ( 9 ) ( 10 ) I See footnote ( 2 ) Series B Convertible Preferred Stock $ 400 ( 8 ) ( 8 ) Common Stock 8,426 134,820 ( 9 ) ( 10 ) I See footnote ( 3 ) Series D Convertible Preferred Stock $ 169.6 01/02/2024 J 84,470 ( 11 ) ( 12 ) ( 12 ) Common Stock 12,450 ( 13 ) 84,470 I See footnote ( 1 ) Series D Convertible Preferred Stock $ 169.6 01/02/2024 J 12,149 ( 11 ) ( 12 ) ( 12 ) Common Stock 1,790 ( 13 ) 12,149 I See footnote ( 2 ) Series D Convertible Preferred Stock $ 169.6 01/02/2024 J 19,092 ( 11 ) ( 12 ) ( 12 ) Common Stock 2,814 ( 13 ) 19,092 I See footnote ( 3 ) Series D Convertible Preferred Stock $ 169.6 01/02/2024 J 513 ( 11 ) ( 12 ) ( 12 ) Common Stock 75 ( 13 ) 513 I See footnote ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STILWELL JOSEPH 200 CALLE DEL SANTO CRISTO SAN JUAN, PR00901 X X Stilwell Value LLC 111 BROADWAY, 12TH FLOOR NEW YORK, NY10006 X Stilwell Activist Investments, L.P. 111 BROADWAY 12TH FLOOR NEW YORK, NY10006 X Stilwell Activist Fund, L.P. 111 BROADWAY 12TH FLOOR NEW YORK, NY10006 X Stilwell Value Partners VII, L.P. 111 BROADWAY 12TH FLOOR NEW YORK, NY10006 X STILWELL ASSOCIATES L P 111 BROADWAY 12TH FLOOR NEW YORK, NY10006 X Signatures /s/ Joseph Stilwell 01/04/2024 Signature of Reporting Person Date /s/ Joseph Stilwell as authorized agent for Stilwell Value LLC 01/04/2024 Signature of Reporting Person Date /s/ Joseph Stilwell as authorized agent for Stilwell Activist Investments, L.P. 01/04/2024 Signature of Reporting Person Date /s/ Joseph Stilwell as authorized agent for Stilwell Activist Fund, L.P. 01/04/2024 Signature of Reporting Person Date /s/ Joseph Stilwell as authorized agent for Stilwell Value Partners VII, L.P. 01/04/2024 Signature of Reporting Person Date /s/ Joseph Stilwell as authorized agent for Stilwell Associates, L.P. 01/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned directly by Stilwell Activist Investments, L.P. ("SAI") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Stilwell Value LLC ("Value"), which is the general partner of SAI. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. ( 2 )These securities are owned directly by Stilwell Activist Fund, L.P. ("SAF") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SAF. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. ( 3 )These securities are owned directly by Stilwell Value Partners VII, L.P. ("SVP VII") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SVP VII. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. ( 4 )The Issuer's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") are convertible, in whole or in part, at any time, at the option of the holders thereof, into shares of the Issuer's common stock at a conversion price of $0.21 per share (116.46 common shares for each $25.00 of principal amount of the Notes being converted). ( 5 )Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's Series B Convertible Preferred Stock ("Series B Preferred Stock") or in shares of the Issuer's Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"), in each case as set forth in the Notes. Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's common stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares of the Issuer's common stock indicated in the Table is based on the outstanding principal amount of the Notes held by the Reporting Person. ( 6 )The Notes were delivered through the clearing system of the Depository Trust Company and such delivery was completed on August 19, 2021. ( 7 )These securities are owned directly by Stilwell Associates, L.P. ("SA") and indirectly by Joseph Stilwell in his capacity as the managing member and owner of Value, which is the general partner of SA. Joseph Stilwell disclaims beneficial ownership of all shares reported as owned indirectly except to the extent of his pecuniary interest therein. ( 8 )As disclosed in the Issuer's Form 8-K that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the SEC on August 17, 2023, each share of Series B Preferred Stock is convertible into 0.0625 shares of the Issuer's common stock. Series B Preferred Stock has no expiration date. ( 9 )In accordance with the terms of the Indenture among the Issuer and Wilmington Savings Fund Society, FSB, as Trustee, governing the terms of the Notes (the "Indenture"), the number of shares of Series B Preferred Stock paid as interest on the Notes on June 30, 2022 was determined based on a per share value equal to $2.6673845, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55. ( 10 )In accordance with the terms of the Indenture, the number of shares of Series B Preferred Stock paid as interest on the Notes on January 3, 2023 was determined based on a per share value equal to $1.070872, calculated as the product of (x) the average of the per share volume-weighted average prices for Series B Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55. ( 11 )As disclosed in the Issuer's Form 8-K filed with the SEC on November 20, 2023, the Issuer determined that interest on the Notes payable on December 31, 2023, would be paid in the form of Series D Preferred Stock. On January 2, 2024, the Issuer issued shares of Series D Preferred Stock to (i) SAI as payment of interest with respect to the Notes held by SAI, in accordance with the terms thereof and of the Indenture, (ii) SAF as payment of interest with respect to the Notes held by SAF, in accordance with the terms thereof and the Indenture, (iii) SVP VII as payment of interest with respect to the Notes held by SVP VII, in accordance with the terms thereof and the Indenture, and (iv) SA as payment of interest with respect to the Notes held by SA, in accordance with the terms thereof and of the Indenture. ( 12 )As disclosed in the Issuer's Form 8-K that announced the effectiveness of the Company's one-for-ten reverse stock split, and filed with the SEC on August 17, 2023, each share of Series D Preferred Stock is convertible into 0.1474 shares of the Issuer's common stock. The Series D Preferred Stock has no expiration date. ( 13 )In accordance with the terms of the Indenture, the number of shares of Series D Preferred Stock paid as interest on the Notes on January 2, 2024, was determined based on a per share value equal to $7.561743, calculated as the product of (x) the average of the per share volume-weighted average prices for the Series D Preferred Stock for the 15 consecutive trading days ending on the third business day immediately preceding the interest payment date, and (y) 0.55.

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