CEDAR REALTY TRUST, INC.

Previous wording

The Company is a fully-integrated real estate investment trust that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers, predominantly located in the Northeast, and is a subsidiary of WHLR. At September 30, 2025, the Company owned a portfolio of 14 properties.

Current wording

The Company is a fully-integrated real estate investment trust that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers, predominantly located in the Northeast, and is a subsidiary of WHLR. At March 31, 2026, the Company owned a portfolio of 12 properties.

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 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.

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 months ended March 31, 2026, the Company paid WHLR $0.2 million for these services. During the three months ended March 31, 2025, the Company paid WHLR $0.5 million for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of March 31, 2026 and December 31, 2025, the related party amounts due to WHLR were $11.5 million and $11.3 million, respectively.

Previous wording

The Company believes there have been no material changes to the items disclosed as its critical accounting policies under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Company's 2024 Form 10-K. See Note 2, Summary of Significant Accounting Policies, for recently-adopted accounting pronouncements.

Current wording

The Company believes there have been no material changes to the items disclosed as its critical accounting policies under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Company's 2025 Form 10-K. See Note 2, Summary of Significant Accounting Policies, for recent accounting pronouncements.

Previous 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.

Current wording

Revenues were lower primarily as a result of (1) a decrease of $0.69 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $0.24 million in market lease amortization and straight line rents, partially offset by (3) an increase of $0.39 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties (as defined below).

Previous 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.

Current wording

Property operating expenses were lower primarily as a result of (1) a decrease of $0.62 million in property operating expenses attributable to sold properties, partially offset by (2) an increase of $0.15 million in property operating expenses attributable to Same-Properties (as defined below).

Previous wording

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

Current wording

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

Previous 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.

Current wording

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.21 million in depreciation and amortization attributable to sold properties, partially offset by (2) an increase of $0.02 million in depreciation and amortization attributable to Same-Properties (as defined below).

Previous 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.

Current wording

Gain on sales in 2025 relate to the sales of Webster Commons, located in Webster, Massachusetts and Oregon Avenue, located in Philadelphia, Pennsylvania.

Previous 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.

Current wording

Interest expense, netwas higher as a result of (1) an increase of $0.08 million in amortization expense of deferred financing costs, (2) an increase of $0.03 million in interest expense relating to the changes in the overall weighted average principal debt balance and the overall weighted average interest rate, and (3) a decrease of $0.10 million in interest income.

Previous wording

Same-property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs that the Company believes, when considered with financial statements prepared in accordance with GAAP, is useful to investors. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes) for properties that are owned and operated for the entirety of both periods being compared. Because Same-Property NOI excludes above (below) market lease amortization, straight-line rents, general and administrative expenses, depreciation and amortization, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from operating income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI.

Current wording

Same-property net operating income ("Same-Property NOI") is a widely-used non-GAAP financial measure for REITs. The Company believes that Same-Property NOI is a useful measure of the Company's property operating performance. The Company defines Same-Property NOI as property revenues (rental and other revenues) less property and related expenses (property operation and maintenance and real estate taxes). Because Same-Property NOI excludes above (below) market lease amortization, straight-line rents, general and administrative expenses, depreciation and amortization, gain or loss on sale or capital expenditures and leasing costs and impairment charges, it provides a performance measure, that when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate properties and the impact to operations from trends in occupancy rates, rental rates and operating costs, providing perspective not immediately apparent from operating income. The Company uses Same-Property NOI to evaluate its operating performance since Same-Property NOI allows the Company to evaluate the impact of factors, such as occupancy levels, lease structure, lease rates and tenant base, have on the Company's results, margins and returns. Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared ("Same-Property" or "Same-Properties"). Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI.

Previous wording

The following table reconciles Same-Property NOI to the Company's consolidated operating income (the most directly comparable GAAP financial measure):

Current wording

The following table is a reconciliation of Same-Property NOI from operating income (the most directly comparable GAAP financial measure):

Previous 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.

Current wording

Same-Property NOI for the three months ended March 31, 2026 increased 5.8% compared to the same period in the prior year. The increase for the three months ended March 31, 2026 was primarily due to an increase in base rents and expense recoveries, partially offset by an increase in operating expenses.

Previous wording

(1)Lease data presented is based on average rate per square foot over the renewed or new lease term.

Current wording

(2)Lease data presented is based on average rate per square foot over the renewed or new lease term ("Rent Spread").

Previous wording

(2)The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.

Current wording

(3)The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.

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 $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.

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 $16.3 million in cash, cash equivalents and restricted cash as of March 31, 2026. The Company does not have any scheduled debt maturities for the twelve months ending March 31, 2027, 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 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.

Current wording

For the three months ended March 31, 2026, the Company retired a total of 294,000 shares of Series C Preferred Stock. Since 2024, the Company retired a total of 3,064,778 shares of Series C Preferred Stock and a total of 592,372 shares of Series B Preferred Stock, which carried an aggregate liquidation value of $91.4 million, for approximately $53.4 million, including fees and expenses. Part of these retirements were funded by asset sales, the April 2025 Bridge Loan and the August 2025 Credit Facility, and part related to contributions from WHLR. The shares retired since 2024 will reduce future annual dividend payments by $6.1 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

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its "REIT taxable income," as defined in the Internal Revenue Code of 1986, as amended (the "Code"). The Company paid preferred stock dividends through the second quarter of 2025 and has continued to declare preferred stock dividends through the third quarter of 2025. Future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax requirements.

Current wording

In order to continue qualifying as a REIT, the Company is required to distribute at least 90% of its "REIT taxable income," as defined in the Internal Revenue Code of 1986, as amended (the "Code"). The Company paid preferred stock dividends through the first quarter of 2026 and has continued to declare preferred stock dividends through the second quarter of 2026. Future dividend declarations will continue to be at the discretion of the Board of Directors and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant. The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax purposes.

Previous 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.

Current wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $1.6 million for the three months ended March 31, 2026. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $1.7 million for the three months ended March 31, 2025.

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 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.

Current wording

Net cash flows provided by (used in) investing activities were primarily the result of net proceeds received from the sales of real estate and the Company's expenditures for property improvements. During the three months ended March 31, 2026, the Company incurred $0.6 million of expenditures for property improvements. During the three months ended March 31, 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 $0.5 million of expenditures incurred for property improvements.

Previous 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.

Current wording

During the three months ended March 31, 2026, the Company paid $1.3 million of preferred stock dividends. During the three months ended March 31, 2025, the Company repurchased $21.2 million of preferred stock, paid down borrowings of $9.2 million primarily for the October 2022 Term Loan, paid $2.1 million of preferred stock dividends and paid $0.5 million in a loan prepayment premium.

Previous wording

We use funds from operations ("FFO"), a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

Current wording

We use funds from operations ("FFO"), a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts ("Nareit") in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

Previous wording

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

Current wording

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

Previous wording

Substantially all of the Company's leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company's business. Conversely, deflation could lead to downward pressure on rents and other sources of income.

Current wording

Evolving macroeconomic conditions, including global macroeconomic challenges such as changes in trade policies, sanctions, treaties, tariffs, regulatory requirements, uncertainty in the financial markets, economic instability and fluctuations in inflation and interest rates, may affect our business. Substantially all of the Company's leases contain provisions designed to partially mitigate the negative impact of inflation in the near term. Such lease provisions include clauses that require tenants to reimburse the Company for inflation-sensitive costs such as real estate taxes, insurance and many of the operating expenses it incurs. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, significant inflation rate increases over a prolonged period of time may have a material adverse impact on the Company's business. Conversely, deflation could lead to downward pressure on rents and other sources of income.

Previous wording

Fluctuations in interest rates and governmental tariff-related measures could significantly impact our operating portfolio and overall financial performance. Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. The duration of the Company's indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases. In a low or stable interest rate environment, we may benefit from lower borrowing costs, enabling strategic investments, acquisitions, or capital returns to shareholders. Additionally, we monitor market conditions to adjust our capital allocation accordingly, maintain a disciplined financial approach and seek to optimize returns while managing exposure to interest rate volatility. The degree and pace of these changes have had and may continue to have impacts on our business. Changes in tariffs could lead to construction cost variances for the Company, additional tenant costs, which may affect rental rates, and shifts in tenant mix that may impact the Company's operating income.

Current wording

Fluctuations in interest rates and governmental tariff-related measures could significantly impact our operating portfolio and overall financial performance. Interest rate increases could result in higher incremental borrowing costs for the Company and our tenants. The duration of the Company's indebtedness and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases. In a low or stable interest rate environment, we may benefit from lower borrowing costs, enabling strategic investments, acquisitions, or capital returns to shareholders. Additionally, we monitor market conditions to adjust our capital allocation accordingly, maintain a disciplined financial approach and seek to optimize returns while managing exposure to interest rate volatility. The degree and pace of these changes have had and may continue to have impacts on our business. Changes in macroeconomic conditions could lead to construction cost variances for the Company, additional tenant costs, which may affect rental rates, and shifts in tenant mix that may impact the Company's operating income.