On March 13, 2020, the Board of Directors of Wheeler Real Estate Investment Trust, Inc. (the “Company”), to the terms of the Company’s charter (the “Charter”), created an Excepted Holder Limit (as such term is defined in the Charter) for the following stockholders of the Company: (i) Daniel Khoshaba and (ii) Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Value LLC, and Joseph Stilwell (collectively, the “Stilwell Group”).

The newly created Excepted Holder Limit for each of Mr. Khoshaba and the Stilwell Group provides that each of those stockholders shall have the right, subject to the terms of the Charter, to acquire additional shares of the Company’s outstanding capital stock in an amount that does not exceed, when added to their existing holdings, 11.8% in value of the aggregate of the outstanding capital stock (which includes, without limitation, the Company’s common stock and preferred stock).