Exhibit 99.4

Steamboat Capital Partners, LLC

December 20, 2022

Steamboat Capital Public Letter Regarding Wheeler Real Estate Investment Trust (WHLR)

Michelle D. Bergman

E.J. Borrack

Kerry G. Campbell

Stefani D. Carter

Saverio M. Flemma

Joseph D. Stilwell

Megan Parisi

Wheeler Real Estate Investment Trust, Inc.

2529 Virginia Beach Blvd, Suite 200

Virginia Beach, Virginia, 23452

Steamboat Capital Partners LLC (“Steamboat”) is a registered investment advisor whose clients own preferred stock and common stock of Wheeler Real Estate Investment Trust (Nasdaq: WHLR, “Wheeler” or the “company”). We believe that the company’s securities are undervalued¹ and we are issuing this public letter to address the inadequacies in the company’s current Exchange Offer for its Series D Preferred Stock and to state our intention not to tender our shares.

We urge the board of directors to commence genuine, good-faith negotiations with the Series D preferred holders and to cease value-destructive actions, such as paying the interest on the company’s 7.00% Convertible Notes in anything other than cash.

We would also like to remind the board of directors of their fiduciary duty to all shareholders, not simply those that created and hold the 7.00% Convertible Notes. The issuance of deeply-discounted Series B and Series D preferred stock to these noteholders is rife with conflicts of interest and is manifestly wrong.

As illustrated below, by taking the unconscionable act of paying the interest on the 7.00% Convertible Notes in discounted preferred stock, the board is unduly enriching the holders of that security at the expense of its common shareholders:

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The first three semi-annual interest payments alone have already created additional preferred stock liquidation preference² outstanding in excess of $34 million, more than double the current equity market capitalization.

Furthermore, while we would be willing (as Series D preferred holders) to negotiate a reasonable settlement with the company to address our upcoming September 2023 optional redemption feature, the current Exchange Offer is coercive, ill-constructed and not in our interest. We believe that Series D holders will fare much better on the existing terms of the Series D preferred stock, which they relied on and which must be honored. Therefore, we believe that the Exchange Offer is not a good-faith offer, is highly unlikely to be successful and will only perpetuate the jeopardy the existing common stock faces upon the Series D redemption date.

As of September 30, 2022, the Series D preferred has a liquidation preference of $78.8 million and unpaid dividends of $32.5 million, for a total liquidation value of $114 million. With 3.2 million shares of Series D preferred stock outstanding, this value equates to nearly $36 per share of Series D preferred stock. This amount will be due, at the option of Series D holders, commencing in September 2023, in either stock or cash. The company does not have enough cash to address this maturity, so the Series D preferred stock will likely be issued new stock in the company. As Series D preferred holders, why would we exchange that for a security with only $16 per share in par value and with a below-market 6.00% interest rate? The Exchange Offer securities are far less attractive than the existing Series D terms, especially because the Series D has a fixed-dollar claim with much stronger contractual protections³ that will be payable one way or another in less than one year.

The unfortunate reality for common shareholders is that their potential dilution has only been exacerbated by the board’s actions, first by creating the 7.00% Convertible Notes to convert into common stock at a 45% discount to the price at which the Series D preferred stock converts and, second, by issuing additional discounted shares of preferred stock as interest on these Notes. Instead of acting as caretakers for common stock investors, the board has used them as hostages in unnecessarily adversarial actions with its other stakeholders.

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The end result is that the existing common equity is likely to be diluted in its ownership by as much as 90%:

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The economic impact is likely to also be very severe as the common share price may decline if investors fear the upcoming dilution. Given the fixed claims of the Series D and 7.00% Convertible Notes, a declining share price creates a “death spiral”⁴ that requires more shares to be issued, and this has been greatly exacerbated by the board’s actions. In this scenario, the existing common equity could see as much as 70% dilution⁵ of its value, with an egregious value transfer from common shareholders to the holders of the 7.00% Convertible Notes:

Post Redemption Market Value Dilution At Different Common Stock Prices & Series D Preferred Value (in million except per share data) Assumes Market Cap (a) of: Pre-Conversion $ 15.6 Post-Conversion 156.9 Pre- Conversion Post-Conversion Price Shares Price Value Dilution Existing Common Stock (millions) (millions) Assumes Pre-Conversion Price of $ 1.57 9.9 $ 1.36 $ 13 (14 )% 1.50 9.9 1.30 13 (17 )% 1.25 9.9 1.10 11 (30 )% 1.00 9.9 0.89 9 (43 )% 0.09 0.75 9.9 0.68 7 (57 )% 0.61 0.50 9.9 0.46 5 (71 )% 0.30 7.00% Convertible Noteholders $ 1.57 34.7 $ 1.36 $ 47 1.50 36.4 1.30 47 1.25 43.6 1.10 48 1.00 54.5 0.89 49 0.75 72.7 0.68 49 0.50 109.1 0.46 50 Series D Holders $ 1.57 70.9 $ 1.36 $ 96 1.50 74.2 1.30 97 1.25 89.1 1.10 98 1.00 111.3 0.89 99 0.75 148.4 0.68 101 0.50 222.6 0.46 102 Post- Post Conversion Equity Value Conversion Existing Series 7.00% Price Common D Convertible Total ($ in millions) $ 1.36 $ 13.5 $ 96 $ 47 $ 157 1.30 12.9 97 47 157 1.10 10.9 98 48 157 0.89 8.9 99 49 157 0.68 6.7 101 49 157 0.46 4.6 102 50 157 Series D Potential Outcome Values Post Per Compared to Conversion Series D Current Tender Value Share (b) Price Offer (c) (from left) $ 96.3 $ 30.54 $ 11.21 $ 14.68 96.6 30.66 98.0 31.08 99.4 31.52 100.8 31.98 102.3 32.44

Steamboat Capital Partners, LLC

Starting in September 2023, Series D holders are entitled to receive common stock or cash worth more than $36 per share of Series D preferred stock, so a $16 per share headline price exchange offer is not adequate compensation. To be clear, the Series D holders are entitled to this value fair and square and if there is any ill-derived gains, it is in the hands of the 7.00% Convertible Note holders that will reap greater than 50% gains on their principal value due to the actions of the board. We will remind the board members that the Maryland Corporations and Associations code Section 2-405.1 requires that directors act: (1) in good faith, (2) in a manner he reasonably believes to be in the best interests of the corporation; and (3) with the care that an ordinarily prudent person in a like position would use under similar circumstances.

The Series D holders have not received any good faith negotiations from the company regarding their contractual rights (Series B preferred holders have been treated even worse). It is not in the company’s interest to pay its obligations on the 7.00% Convertible Notes in anything other than cash, as the company has significant unrestricted cash that can meet these obligations in a far less dilutive manner. Indeed, the actions of the board appear to benefit only one constituency.

There is still time to address the challenges that the company faces, but the first step must be a bona fide discussion with all stakeholders and an immediate cessation to the payment of 7.00% Convertible Note interest in anything other than cash.

Sincerely,

Steamboat Capital Partners, LLC

Appendix A: Wheeler Standalone and Private Market Value

As illustrated below, comparable real estate companies are valued at 13 times their estimated next twelve month “FFO” (funds from operations):

Valuing Wheeler at a comparable valuation, even after assuming the preferred securities are worth their par⁶ liquidation value, yields a common stock price more than double the current share price:

(a) Assumes no preferred dividends for sake of analysis to illustrate value available to common and preferred holders.

This analysis assumes that the 7.00% Convertible Notes are paid their 7.00% interest rate in cash and no longer gouge the common stock and other stakeholders for illicit gains.

Steamboat Capital Partners, LLC

In addition to the above, any and all value-maximizing strategic options must be evaluated, including the sale of non-core assets and a potential sale of the company. We believe that despite all the negative actions conducted by the board of Wheeler, the company still has desirable assets and the private market valuations for high-quality, grocery-anchored real estate are still attractive (as evidenced by the sale of Cedar Realty Trust in August 2022, a transaction that is obviously very relevant to a financial analysis of Wheeler). As illustrated in the Cedar⁷ transactions, the private market values for Wheeler are well in excess of its current market prices for nearly all of its securities. This is especially the case in the sale to a strategic buyer that can eliminate a significant amount of the corporate expenses at Wheeler, increasing net operating income (“NOI”) from a corporate level of $49 million closer to $62 million of property NOI:

Asset Value Per Common Share at Different Cap Rates

The simplified analysis above shows that there is significant value for common shareholders, even if preferred shareholders receive their full liquidation preference.

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