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CEDAR REALTY TRUST, INC.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

CDR-PB$17.45+0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0000761648-25-000046

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0000761648-25-000062

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 61 previous paragraphs and 67 current paragraphs.

36 unchanged; 22 reworded; 9 added; 2 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

On August 15, 2025, the Operating Partnership entered into the August 2025 Credit Facility pursuant to which the Operating Partnership may request a loan advance no more frequently than once per calendar month and which can only be used in conjunction with the 2025 Repurchase Program. The interest rate under the August 2025 Credit Facility for each draw is at the Company's option of either a base rate, daily simple SOFR or term SOFR, plus an applicable margin. Interest payments are due monthly, and any outstanding principal is due at maturity on August 15, 2027. The total outstanding principal under the August 2025 Credit Facility must be reduced to no greater than $10.0 million by February 15, 2027. The August 2025 Credit Facility is collateralized by three properties, consisting of Carll's Corner, Fieldstone Marketplace, and the South Philadelphia parcels, and is guaranteed by the Company and WHLR.

Current report

As of September 30, 2025, assets held for sale of approximately $15.7 million relates to Fieldstone Marketplace, located in New Bedford, Massachusetts, a South Philadelphia undeveloped land parcel, located in Philadelphia, Pennsylvania, and Carll's Corner, located in Bridgeton, New Jersey. During the three and nine months ended September 30, 2025, the Company recorded impairment charges of approximately $4.4 million on Fieldstone Marketplace, located in New Bedford, Massachusetts.

Current report

Impairment charges in 2025 relate to Fieldstone Marketplace, located in New Bedford, Massachusetts and in 2024 relate to Oregon Avenue, located in Philadelphia, Pennsylvania.

Current report

Impairment charges in 2025 relate to Fieldstone Marketplace, located in New Bedford, Massachusetts and in 2024 relate to Oregon Avenue, located in Philadelphia, Pennsylvania.

Current report

On July 4, 2025, President Trump signed the OBBBA into law. The OBBBA permanently extended certain provisions that were enacted in the Tax Cuts and Jobs Act of 2017. Such extensions included the permanent extension of the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers. The OBBBA also increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries (the permissible value of taxable REIT subsidiary securities that a REIT may hold) from 20% to 25% of the value of the REIT’s total assets for taxable years beginning after December 31, 2025. The Company is currently evaluating this legislation to determine its potential impact on the Company’s consolidated financial statements and related disclosures.
Removed paragraphs (2)
Reworded paragraphs (22)

Previous wording

The following properties were sold during the six months ended June 30, 2025:

Current wording

The following properties were sold during the nine months ended September 30, 2025:

Previous wording

As of June 30, 2025, the Company completed the December 2024 Tender Offer and February 2025 Tender Offers. See Liquidity and Capital Resources below, and Note 7, Shareholders' Equity, to the accompanying condensed consolidated financial statements.

Current wording

On August 8, 2025 the 2024 Repurchase Program expired, and on the same day, the 2025 Repurchase Program was authorized by the Company's Board of Directors. See Liquidity and Capital Resources below, and Note 7, Shareholders' Equity, to the accompanying condensed consolidated financial statements.

Previous wording

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income; leasing commissions range from 3% to 6%, and sales commissions range from 0% to 4%, contingent on third-party broker arrangement. During the three and six months ended June 30, 2025, the Company paid WHLR $0.2 million and $0.7 million, respectively, for these services. During the three and six months ended June 30, 2024, the Company paid WHLR $0.6 million and $0.9 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of June 30, 2025 and December 31, 2024, the related party amounts due to WHLR were $9.9 million and $9.5 million, respectively.

Current wording

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income; leasing commissions range from 3% to 6%, and sales commissions range from 0% to 4%, contingent on third-party broker arrangement. During the three and nine months ended September 30, 2025, the Company paid WHLR $0.0 million and $0.7 million, respectively, for these services. During the three and nine months ended September 30, 2024, the Company paid WHLR $0.0 million and $0.9 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of September 30, 2025 and December 31, 2024, the related party amounts due to WHLR were $10.7 million and $9.5 million, respectively.

Previous wording

Revenues were lower primarily as a result of (1) a decrease of $1.84 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.52 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (3) an increase of $0.12 million in market lease amortization and straight line rents.

Current wording

Revenues were lower primarily as a result of (1) a decrease of $1.39 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, (2) a decrease of $0.12 million in other income attributable to one time transactions, partially offset by (3) an increase of $0.23 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (4) an increase of $0.01 million in market lease amortization and straight line rents.

Previous wording

Property operating expenses were lower primarily as a result of (1) a decrease of $0.76 million in property operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.04 million in property operating expenses attributable to same center properties.

Current wording

Property operating expenses were lower primarily as a result of (1) a decrease of $0.87 million in property operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.20 million in property operating expenses attributable to same center properties.

Previous wording

Corporate general and administrative costs were higher primarily as a result of an increase in professional fees and payroll allocations.

Current wording

Corporate general and administrative costs were lower primarily as a result of a decrease in license fees and taxes.

Previous wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.29 million in depreciation and amortization attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.04 million in depreciation and amortization attributable to same center properties.

Current wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.24 million in depreciation and amortization attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.10 million in depreciation and amortization attributable to same center properties.

Previous wording

Loss on sale in 2024 relates to the sale of Oakland Commons, located in Bristol, Connecticut.

Current wording

Gain on sale in 2024 relates to the sale of Kings Plaza, located in New Bedford, Massachusetts.

Previous wording

Interest expense, netwas lower as a result of (1) an increase of $0.11 million in interest income, (2) a decrease of $0.09 million in amortization expense of deferred financing costs, (3) a decrease of $0.05 million in interest expense due to a decrease in the overall weighted average principal debt balance and (4) a decrease of $0.01 million in interest expense due to a decrease in the overall weighted average interest rate.

Current wording

Interest expense, netwas higher as a result of (1) an increase of $0.27 million in default interest expense relating to a default notice received for one of the Company's fixed term loans, which was subsequently cured, (2) an increase of $0.09 million due to an increase in the overall weighted average principal debt balance, (3) a decrease of $0.02 million in interest income, partially offset by (4) a decrease of $0.24 million in amortization expense of deferred financing costs.

Previous wording

Revenues were lower primarily as a result of (1) a decrease of $3.42 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.56 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (3) an increase of $0.31 million in market lease amortization and straight line rents.

Current wording

Revenues were lower primarily as a result of (1) a decrease of $4.81 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, (2) a decrease of $0.15 million in other income attributable to one time transactions, partially offset by (3) an increase of $0.80 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (4) an increase of $0.32 million in market lease amortization and straight line rents.

Previous wording

Property operating expenses were lower primarily as a result of (1) a decrease of $1.44 million in property operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.01 million in property operating expenses attributable to same center properties.

Current wording

Property operating expenses were lower primarily as a result of (1) a decrease of $2.31 million in property operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.21 million in property operating expenses attributable to same center properties.

Previous wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.71 million in depreciation and amortization attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.46 million in depreciation and amortization attributable to same center properties.

Current wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.95 million in depreciation and amortization attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.36 million in depreciation and amortization attributable to same center properties.

Previous wording

Gain (loss) on sales in 2025 relate to the sales of Webster Commons, located in Webster, Massachusetts and Oregon Avenue, located in Philadelphia, Pennsylvania and in 2024 relates to the sale of Oakland Commons, located in Bristol, Connecticut.

Current wording

Gain on sales, net in 2025 relate to the sales of Webster Commons, located in Webster, Massachusetts and Oregon Avenue, located in Philadelphia, Pennsylvania and in 2024 relate to the sales of Kings Plaza, located in New Bedford, Massachusetts and Oakland Commons, located in Bristol, Connecticut.

Previous wording

Interest expense, netwas lower as a result of (1) a decrease of $0.06 million in interest expense due to a decrease in the overall weighted average principal debt balance, (2) a decrease of $0.05 million in amortization expense of deferred financing costs, (3) an increase of $0.01 million in interest income, partially offset by (4) an increase of $0.05 million in interest expense due to an increase in the overall weighted average interest rate.

Current wording

Interest expense, netwas lower as a result of (1) a decrease of $0.33 million in amortization expense of deferred financing costs, (2) an increase of $0.09 million in interest income, partially offset by (3) an increase of $0.27 million in default interest expense relating to a default notice received for one of the Company's fixed term loans, which was subsequently cured and (4) a net increase of $0.02 million in interest expense relating to the changes in the overall weighted average principal debt balance and the overall weighted average interest rate.

Previous wording

Same-Property NOI for the three and six months ended June 30, 2025 increased 11.4% and 6.6%, respectively, compared to the same periods in the prior year. The increases for the three and six months ended June 30, 2025 were primarily due to an increase in occupancy and positive rent spreads on renewals.

Current wording

Same-Property NOI for the three and nine months ended September 30, 2025 increased 1.0% and 4.7%, respectively, compared to the same periods in the prior year. Same-Property NOI was relatively flat for the three months ended September 30, 2025. The increase for the nine months ended September 30, 2025 was primarily due to an increase in expense recoveries.

Previous wording

The Company funds operating expenses and other liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations, asset sales and the $14.1 million in cash, cash equivalents and restricted cash as of June 30, 2025. As of June 30, 2025, the Company did not have any scheduled debt maturities for the twelve months ending June 30, 2026, except for the $10.0 million April 2025 Bridge Loan, which is guaranteed by the Company and WHLR, with the guarantee secured by $10.0 million of WHLR's cash pledged as collateral. The Company is working to increase revenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets and financing of properties.

Current wording

The Company funds operating expenses and other liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations, asset sales and the $13.2 million in cash, cash equivalents and restricted cash as of September 30, 2025. As of September 30, 2025, the Company did not have any scheduled debt maturities for the twelve months ending September 30, 2026, except for the principal payments relating to Timpany Plaza. The Company is working to increase revenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets and financing of properties.

Previous wording

In 2024 and through the six months ended June 30, 2025, the Company has repurchased a total of 592,372 shares of Series B Preferred Stock and 2,092,465 shares of Series C Preferred Stock for a total purchase price of approximately $42.4 million, excluding fees and expenses. These repurchases were funded by asset sales and the April 2025 Bridge Loan. The shares purchased in 2024 and through the February 2025 Tender Offers will reduce future annual dividend payments by $4.5 million. The Company intends to continue repurchasing its Preferred Stock as both series are currently trading at a discount to their liquidation value, presenting a strategic opportunity to buy back shares at favorable prices. By reducing the number of shares eligible for dividend payments, the

Current wording

In 2024 and through the nine months ended September 30, 2025, the Company has repurchased a total of 592,372 shares of Series B Preferred Stock and 2,712,534 shares of Series C Preferred Stock for a total purchase price of approximately $52.4 million, excluding fees and expenses. These repurchases were funded by asset sales, the April 2025 Bridge Loan and the August 2025 Credit Facility. The shares purchased in 2024 and through September 30, 2025 will reduce future annual dividend payments by $5.5 million. The Company intends to continue repurchasing its Preferred Stock as both series are currently trading at a discount to their liquidation value, presenting a strategic opportunity to buy back shares at favorable prices. By reducing the number of shares eligible for dividend payments, the Company believes it may partially offset the net operating income lost from the recent sales of certain properties as it seeks to enhance its financial stability, strengthen its balance sheet, optimize its capital allocation, and maximize shareholder value.

Previous wording

The Company has $1.6 million outstanding construction commitments at June 30, 2025.

Current wording

The Company has $1.1 million outstanding construction commitments at September 30, 2025.

Previous wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $3.5 million for the six months ended June 30, 2025. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $4.7 million for the six months ended June 30, 2024.

Current wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $4.9 million for the nine months ended September 30, 2025. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $7.1 million for the nine months ended September 30, 2024.

Previous wording

Net cash flows provided by investing activities were primarily the result of net proceeds received from the sales of real estate, partially offset by the Company's expenditures for property improvements. During the six months ended June 30, 2025, the Company received $13.9 million of net proceeds from the sale of Webster Commons and $2.8 million of net proceeds from the sale of Oregon Avenue, partially offset by $1.8 million of expenditures incurred for property improvements. During the six months ended June 30, 2024, the Company received $5.7 million of net proceeds from the sale of Oakland Commons, partially offset by $5.5 million of expenditures incurred for property improvements.

Current wording

Net cash flows provided by investing activities were primarily the result of net proceeds received from the sales of real estate, partially offset by the Company's expenditures for property improvements. During the nine months ended September 30, 2025, the Company received $13.9 million of net proceeds from the sale of Webster Commons and $2.8 million of net proceeds from the sale of Oregon Avenue, partially offset by $2.3 million of expenditures incurred for property improvements. During the nine months ended September 30, 2024, the Company received $13.7 million of net proceeds from the sale of Kings Plaza and $5.7 million of net proceeds from the sale of Oakland Commons, partially offset by $10.0 million of expenditures incurred for property improvements.

Previous wording

During the six months ended June 30, 2025, the Company repurchased $31.8 million of preferred stock, paid down borrowings of $9.2 million primarily under the October 2022 Term Loan Agreement, paid $3.7 million of preferred stock dividends, paid $0.5 million in a loan prepayment premium and paid $0.2 million of deferred financing costs, which was partially offset by $10.0 million of proceeds received from the April 2025 Bridge Loan. During the six months ended June 30, 2024, the Company paid $5.4 million of preferred stock dividends, paid down borrowings of $3.6 million under the $9.5 million revolving credit agreement entered into on February 29, 2024 ("Revolving Credit Agreement") and paid $0.4 million of deferred financing costs, which was partially offset by $3.6 million of proceeds received from the Revolving Credit Agreement and $1.0 million of proceeds from the Timpany Plaza Loan Agreement.

Current wording

During the nine months ended September 30, 2025, the Company repurchased $41.9 million of preferred stock, paid down borrowings of $9.2 million primarily under the October 2022 Term Loan Agreement, paid $5.2 million of preferred stock dividends, paid $0.5 million in a loan prepayment premium and paid $0.5 million of deferred financing costs, which was partially offset by $10.3 million of proceeds received from the August 2025 Credit Facility and $10.0 million of proceeds received from the April 2025 Bridge Loan. During the nine months ended September 30, 2024, the Company paid $8.1 million of preferred stock dividends, paid down borrowings of $5.2 million under the $9.5 million revolving credit agreement entered into on February 29, 2024 ("Revolving Credit Agreement"), repurchased $1.0 million of preferred stock and paid $0.4 million of deferred financing costs, which was partially offset by $5.2 million of proceeds received from the Revolving Credit Agreement and $2.5 million of proceeds from the Timpany Plaza Loan Agreement.

Previous wording

A reconciliation of net income (loss) attributable to common shareholders to FFO and AFFO is as follows:

Current wording

A reconciliation of net (loss) income attributable to common shareholders to FFO and AFFO is as follows:
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Company believes it may partially offset the net operating income lost from the recent sales of certain properties as it seeks to enhance its financial stability, strengthen its balance sheet, optimize its capital allocation, and maximize shareholder value.