CEDAR REALTY TRUST, INC.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout 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, 2026 · Filed Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0000761648-26-000022
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0000761648-26-000031
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 57 previous paragraphs and 58 current paragraphs.
35 unchanged; 18 reworded; 4 added; 3 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 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 (4)
Current report
Impairment chargesin 2025 relate to Fieldstone Marketplace, located in New Bedford, Massachusetts.
Current report
Interest expense, netwas lower primarily as a result of (1) a decrease of $0.27 million in default interest expense relating to a default notice for one of the Company's fixed term loans, which was received and cured in 2025 and (2) a decrease of $0.13 million due to a decrease in the overall weighted average principal debt balance.
Current report
Impairment chargesin 2025 relate to Fieldstone Marketplace, located in New Bedford, Massachusetts.
Current report
The Company has $0.3 million outstanding construction commitments at September 30, 2026.
Removed paragraphs (3)
Previous report
Preferred Stock Contributions from WHLR
Previous report
During the three and six months ended June 30, 2026, WHLR entered into subscription agreements with certain investors to issue WHLR’s Series D Cumulative Convertible Preferred Stock in exchange for the Company's Preferred Stock held by such investors. Immediately following the closing of the transactions, WHLR contributed a total of 14,950 shares of Series B Preferred Stock and 127,050 shares of Series C Preferred Stock to the Company for the three months ended June 30, 2026, and a total of 14,950 shares of Series B Preferred Stock and 421,050 shares of Series C Preferred Stock to the Company for the six months ended June 30, 2026.
Previous report
Management evaluated the transactions under ASC 845, Nonmonetary Transactions, and determined that the fair value of the contributed preferred stock approximated the fair value of the WHLR Series D Preferred Stock issued in the exchanges. No gain or loss was recognized by the Company as a result of the contributions. See Note 8, Shareholders' Equity, for further information.
Reworded paragraphs (18)
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, 2026, the Company paid WHLR $0.5 million and $0.7 million for these services, respectively. During the three and six months ended June 30, 2025, the Company paid WHLR $0.2 million and $0.7 million for these services, respectively. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of June 30, 2026 and December 31, 2025, the related party amounts due to WHLR were $11.5 million and $11.3 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, 2026, the Company paid WHLR $0.8 million and $1.5 million for these services, respectively. During the three and nine months ended September 30, 2025, the Company paid WHLR $0.0 million and $0.7 million for these services, respectively. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of September 30, 2026 and December 31, 2025, the related party amounts due to WHLR were $11.1 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 2025 Form 10-K. See Note 2, Summary of Significant Accounting Policies, for recent 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, to our condensed consolidated financial statements included in this Form 10-Q for recent accounting pronouncements.
Previous wording
Revenues were lower primarily as a result of (1) a decrease of $1.00 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $0.44 million in market lease amortization and straight line rents, partially offset by (3) an increase of $0.05 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties (as defined below).
Current wording
Revenues were lower primarily as a result of (1) a decrease of $0.56 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $0.22 million in below market lease amortization and straight line rents, partially offset by (3) an increase of $0.66 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 $1.08 million in property operating expenses attributable to sold properties, partially offset by (2) an increase of $0.09 million in property operating expenses attributable to Same-Properties (as defined below).
Current wording
Property operating expenses were lower primarily as a result of (1) a decrease of $0.41 million in property operating expenses attributable to sold properties, partially offset by (2) an increase of $0.16 million in property operating expenses attributable to Same-Properties (as defined below).
Previous wording
Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.18 million in depreciation and amortization attributable to sold properties and (2) a decrease of $0.04 million in depreciation and amortization attributable to Same-Properties (as defined below).
Current wording
Depreciation and amortization expenses were lower primarily as a result of a decrease of $0.14 million in depreciation and amortization attributable to sold properties.
Previous wording
Revenues were lower primarily as a result of (1) a decrease of $0.34 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties (as defined below), (2) a decrease of $0.31 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, and (3) a decrease of $0.20 million in market lease amortization and straight line rents.
Current wording
Revenues were lower primarily as a result of (1) a decrease of $1.55 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $0.66 million in below market lease amortization and straight line rents, partially offset by (3) an increase of $0.71 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 $0.46 million in property operating expenses attributable to sold properties and (2) a decrease of $0.06 million in property operating expenses attributable to Same-Properties (as defined below).
Current wording
Property operating expenses were lower primarily as a result of (1) a decrease of $1.49 million in property operating expenses attributable to sold properties, partially offset by (2) an increase of $0.25 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 decreases in professional fees and compensation expenses.
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 $0.39 million in depreciation and amortization attributable to sold properties and (2) a decrease of $0.01 million in depreciation and amortization attributable to Same-Properties (as defined below).
Current wording
Depreciation and amortization expenses were lower primarily as a result of a decrease of $0.53 million in depreciation and amortization attributable to sold properties.
Previous wording
Interest expense, netwas lower as a result of (1) a decrease of $0.09 million due to a decrease in the overall weighted average interest rate, (2) a decrease of $0.03 million in amortization expense of deferred financing costs, partially offset by (3) a decrease of $0.01 million in interest income and (4) an increase of $0.01 million due to an increase in the overall weighted average principal debt balance.
Current wording
Interest expense, netwas lower primarily as a result of (1) a decrease of $0.27 million in default interest expense relating to a default notice for one of the Company's fixed term loans, which was received and cured in 2025, (2) a decrease of $0.17 million in interest expense due to a decrease in the overall weighted average principal debt balance, partially offset by (3) a decrease of $0.11 million in interest income and (4) an increase of $0.04 million in amortization expense of deferred financing costs.
Previous wording
Same-Property NOI for the three and six months ended June 30, 2026 decreased 6.1% and 0.5%, respectively, compared to the same periods in the prior year. The decreases for the three months and six months ended June 30, 2026 were primarily due to a decrease in expense recoveries, partially offset by an increase in base rents.
Current wording
Same-Property NOI for the three and nine months ended September 30, 2026 increased 12.4% and 3.6%, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2026 was primarily due to increases in expense recoveries and base rents, partially offset by an increase in operating expenses. The increase for the nine months ended September 30, 2026 was primarily due to an increase in base rents, partially offset by an increase in operating expenses.
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 $17.5 million in cash, cash equivalents and restricted cash as of June 30, 2026. The Company does not have any scheduled debt maturities for the twelve months ending June 30, 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.
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 $17.8 million in cash, cash equivalents and restricted cash as of September 30, 2026. The Company does not have any scheduled debt maturities for the twelve months ending September 30, 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
For the three months ended June 30, 2026, the Company retired a total of 14,950 shares of Series B Preferred Stock and 127,050 shares of Series C Preferred Stock. For the six months ended June 30, 2026, the Company retired a total of 14,950 shares of Series B Preferred Stock and 421,050 shares of Series C Preferred Stock. Since 2024, the Company retired a total of 607,322 shares of Series B Preferred Stock and a total of 3,191,828 shares of Series C Preferred Stock, which carried an aggregate liquidation value of $95.0 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 $6.3 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
Facility, and part related to contributions from WHLR. The shares retired since 2024 will reduce future annual dividend payments by $6.3 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 2026 and has continued to declare preferred stock dividends through the third 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.
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 third quarter of 2026 and has continued to declare preferred stock dividends through the fourth 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 $3.7 million for the six months ended June 30, 2026. 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.
Current wording
During the nine months ended September 30, 2026, net cash provided by operating activities, before net changes in operating assets and liabilities, was $6.1 million. During the nine months ended September 30, 2025, net cash provided by operating activities, before net changes in operating assets and liabilities, was $4.9 million.
Previous 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 six months ended June 30, 2026, the Company incurred $0.7 million of 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.
Current wording
During the nine months ended September 30, 2026, the Company incurred $0.7 million of 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.
Previous wording
During the six months ended June 30, 2026, the Company paid $2.4 million of preferred stock dividends and made $0.1 million of principal payments for the Timpany Plaza Loan. 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 for the October 2022 Term Loan, 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.
Current wording
During the nine months ended September 30, 2026, the Company paid $3.5 million of preferred stock dividends and made $0.1 million of principal payments for the Timpany Plaza Loan. 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 for the October 2022 Term Loan, 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.
Previous 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.
Current wording
Evolving macroeconomic conditions, including global macroeconomic challenges such as changes in trade policies, sanctions, treaties, tariffs, regulatory requirements, energy and fuel costs, 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended September 30, 2026, the Company did not retire any shares of Preferred Stock. For the nine months ended September 30, 2026, the Company retired a total of 14,950 shares of Series B Preferred Stock and 421,050 shares of Series C Preferred Stock. Since 2024, the Company retired a total of 607,322 shares of Series B Preferred Stock and a total of 3,191,828 shares of Series C Preferred Stock, which carried an aggregate liquidation value of $95.0 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
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Interest expense, netwas higher as a result of (1) a decrease of $0.11 million in interest income, (2) an increase of $0.06 million in amortization expense of deferred financing costs, partially offset by (3) a decrease of $0.05 million in interest expense relating to the changes in the overall weighted average principal debt balance and the overall weighted average interest rate.