Exhibit 10.3


AMENDMENT NO. 2 to the
Wheeler Real Estate Investment Trust, Inc.


August 17, 2023


This Amendment No. 2 (this “Amendment”) to the 2015 Long-Term Incentive Plan (the “Plan”) of Wheeler Real Estate Investment Trust, Inc. (the “Company”) is hereby adopted by the Board of Directors of the Company (the “Board”), effective as of the date first referenced above.


WHEREAS, the Plan was adopted for and on behalf of the Company by the Board on April 1, 2015 and approved by the stockholders of the Company on June 4, 2015; and


WHEREAS, on March 31, 2017, the Company completed a one-for-eight reverse stock split (the “First Reverse Stock Split”) of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”); and


WHEREAS, on August 17, 2023, the Company completed a one-for-ten reverse stock split (the “Second Reverse Stock Split”, and together with the First Stock Split, the “Reverse Stock Splits”) of shares of Common Stock; and


WHEREAS, pursuant to Section 14 of the Plan, in the event of a stock dividend, stock split or combination of shares, spin-off, reclassification, recapitalization, merger or other change in the Company’s capital stock (including, but not limited to, the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be issued under the Plan (under outstanding Awards and Awards (as defined in the Plan) to be granted in the future), the exercise price of options, and other relevant provisions shall be appropriately adjusted; and


WHEREAS, the Board wishes to amend the Plan to reflect the Reverse Stock Splits.




1.Section 4 of the Plan is hereby amended to change the total number of shares of Common Stock reserved for issuance under the Plan to 12,500.


2.Sections 6(a), 7(a), 8(a) and 9(a) of the Plan are hereby amended to change the number of shares of Common Stock referenced in each respective Section to 2,500.


3.Except as modified herein, all terms and conditions of the Plan shall remain in full force and effect.


4.This Amendment shall be governed by the laws of Maryland, without reference to principles of conflict of law.


5.If any provision of this Amendment is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.