Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ______

WILMINGTON SAVINGS FUND SOCIETY, FSB

(Exact name of Trustee as specified in its charter)

N/A		51-0054940
(Jurisdiction of incorporation of organization if not a U.S. national bank)		(I.R.S. Employer Identification No.)

500 Delaware Avenue, 11^th Floor

Wilmington, DE 19801

(302) 792-6000

(Address of principal executive offices, including zip code)

WILMINGTON SAVINGS FUND SOCIETY

CONTROLLERS OFFICE

500 Delaware Avenue

Wilmington, DE 19801

(302) 792-6000

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Wheeler Real Estate Investment Trust, Inc.

(Exact name of obligor as

specified in its charter)

Maryland

45-2681082

(State or other jurisdiction or
incorporation or organization)

(I.R.S. Employer
Identification No.)

2529 Virginia Beach Blvd

Virginia Beach, Virginia 23452

(Address of principal executive offices, including zip code)

7.00% Senior Subordinated Convertible Notes due 2031

(Title of the indenture securities)

ITEM 1.

GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Securities and Exchange Commission

Washington, DC 20549

Federal Reserve

District 3

Philadelphia, PA

FDIC

Washington, DC 20549

Office of the Comptroller of the Currency

New York, NY 10173

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.

AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16.

LIST OF EXHIBITS.

Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

Exhibit 1.		A copy of the articles of association of the trustee as now in effect.
Exhibit 2.		A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association.
Exhibit 3.		A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2) above.
Exhibit 4.		A copy of the existing bylaws of the trustee, or instruments corresponding thereto.
Exhibit 5.		Not applicable.
Exhibit 6.		The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.		Not applicable.
Exhibit 9.		Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Savings Fund Society, FSB, a federal savings bank organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 7th day of July, 2021.

	WILMINGTON SAVINGS FUND SOCIETY, FSB

	By:	/s/ Patrick J. Healy
	Name:	Patrick J. Healy
	Title:	Senior Vice President