Sec Form 4 Filing - Ursa Fund Management, LLC @ Wheeler Real Estate Investment Trust, Inc. - 2025-01-06

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 Ursa Fund Management, LLC 2. Issuer Name and Ticker or Trading Symbol Wheeler Real Estate Investment Trust, Inc. [ WHLRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 156 DIABLO RD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2025 (Street) DANVILLE, CA94526 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 Series D Cummulative Preferred 01/06/2025 J( 3 ) 10,000 D $ 39.82 389,206 ( 4 ) I See Footnote ( 1 ) ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ursa Fund Management, LLC 156 DIABLO RD SUITE 250 DANVILLE, CA94526 X Ursa Fund Partners LP 156 DIABLO RD SUITE 250 X Hahn Andrew 156 DIABLO ROAD SUITE 250 DANVILLE, CA94526 X Douglas Russell Palmer 156 DIABLO ROAD SUITE 250 DANVILLE, CA94526 X Signatures Ursa Fund Management LLC By /s/ Andrew Hahn, Managing Member 01/08/2025 Signature of Reporting Person Date Ursa Fund Partners LP By /s/ Andrew Hahn, Managing Member of Ursa Fund Management LLC the General Partner of Ursa Fund Partners LP 01/08/2025 Signature of Reporting Person Date /s/ Andrew Hahn 01/08/2025 Signature of Reporting Person Date /s/ Russell Douglas 01/08/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Andrew Hahn and Russell Douglas are the Managing Members of Ursa Fund Management LLC, who is the General Partner of Ursa Fund Partners LP (the Fund). The Fund disposed the shares as specified in Table I (the Fund disposed 10,000 shares, total owned of 389,206 shares following the transactions). As General Partner and Investment Manager of the Fund, Ursa Fund Management LLC, and Andrew Hahn and Russell Douglas as Managing Members of Ursa Fund Management LLC, each possess the power to vote and dispose or direct the disposition of the shares acquired by the Fund. ( 2 )These shares are held by Ursa Fund Partners LP. ( 3 )The shares above were disposed of pursuant to the advisers participation in the January Monthly Redemption cycle that occurred on January 6th. The redemption price was $39.82 as indicated in the Company's 01.06.25 8-K filing. ( 4 )The total owned includes 6 shares that were issued pursuant to a dividend in the form of WHLRD shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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