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Wheeler Real Estate Investment Trust, Inc.

For the period ended Mar 31, 2026. Filed May 8, 2026.

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.

Mar 31, 2026 · Filed May 8, 2026

WHLRP$12.80-0.4%Stored close · as of Oct 26, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

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

0001527541-25-000267

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001527541-26-000128

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 141 previous paragraphs and 117 current paragraphs.

45 unchanged; 48 reworded; 22 added; 41 removed; 7 previous and 2 current paragraphs rearranged.

Tables are not compared: 11 previous and 8 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 (22)

Current report

As of March 31, 2026, Surrey Plaza, located in Hawkinsville, Georgia has been classified as an "asset held for sale" in the accompanying condensed consolidated balance sheet.

Current report

For the three months ended March 31, 2026, the Company made principal payments in the aggregate amount of $2.7 million on the June 2022 Term Loan using proceeds from the dispositions of Moncks Corner, Ridgeland, an outparcel at St.

Current report

George Plaza and Darien Shopping Center. See Note 3 to the condensed consolidated financial statements for additional details. For the three months ended March 31, 2026, the Company paid loan prepayment premiums in the aggregate amount of $0.1 million in connection with the June 2022 Term Loan paydowns.

Current report

On February 19, 2026 the Company paid in full the remaining principal balance of $4.4 million on the Tuckernuck loan from operating cash flows.

Current report

In February 2026, the Warrants were amended and restated. The Amended and Restated Warrants were exercisable, in whole or in part (and at any time), for an aggregate number of shares of Common Stock representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise) at an exercise price of $0.01 per share. The Amended and Restated Warrants were exercised in whole on March 24, 2026, and the Company issued 57,358 shares of Common Stock upon the exercise of the Amended and Restated Warrants for net proceeds of $2 thousand, resulting in a $0.2 million loss, which is the excess amount of fair value of the Amended and Restated Warrants issued over the net proceeds received, included in "other expense" on the condensed consolidated statements of operations.

Current report

On June 20, 2025, in accordance with MGCL, our Board of Directors declared monthly reverse stock splits from August 21, 2025 to December 31, 2026 advisable, and directed that they be submitted to the Company’s stockholders for consideration. The Company’s stockholders approved monthly reverse stock splits from August 21, 2025 to December 31, 2026 at the annual meeting held on August 20, 2025.

Current report

The January 2026 Reverse Stock Split and the April Reverse Stock Split were effected on January 16, 2026 and April 17, 2026, respectively, each at the reverse stock split ratio of one-for-three. The par value of each share of Common Stock remained unchanged after the reverse stock split. No fractional shares were issued in connection with any reverse stock split. Stockholders who would have otherwise been issued a fractional share of the Company’s Common Stock as a result of the reverse stock split instead received a cash payment in lieu of such fractional share in an amount equal to the applicable fraction multiplied by the closing price of the Company’s Common Stock on Nasdaq on the effective date thereof, without any interest.

Current report

Subscription Agreements, Issuance of Series D Preferred Stock and Noncontrolling Interest Contributions

Current report

During the three months ended March 31, 2026, the Company entered into four subscription agreements with certain investors pursuant to which the Company issued an aggregate 187,000 shares of its Series D Preferred Stock in consideration for an aggregate 294,000 shares of Cedar Preferred Stock held by such investors. Immediately following the closing of each transaction, the Company contributed the acquired Cedar Preferred Stock to Cedar and those shares were retired.

Current report

Management evaluated the transactions under ASC 845, Nonmonetary transactions, and determined that the fair value of the Series D Preferred Stock issued was approximately the fair value of the Cedar Preferred Stock received as consideration. No gain or loss was recognized as a result of this exchange. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $2.6 million during the three months ended March 31, 2026 in deemed distributions included as a component of net loss attributable to common shareholders.

Current report

The following table presents a comparison of the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands):

Current report

Gain on disposal of properties, netrelated to the sale of 3 retail shopping centers and one outparcel sold in 2026 compared to three retail shopping centers sold in 2025.

Current report

Corporate general and administrative was higher as a result of (1) an increase of $0.2 million in salaries, partially offset by (2) a decrease of $0.1 million in professional fees.

Current report

Interest incomewas lower primarily a result of lower average cash balances in 2026.

Current report

Evolving macroeconomic conditions, incl uding global macroeconomic challenges such as changes in trade policies,

Current report

•$2.7 million payment on June 2022 Term Loan related to the sale of Moncks Corner, Ridgeland, an outparcel at St. George Plaza and Darien Shopping Center;
Removed paragraphs (41)

Previous report

As of September 30, 2025, Carll's Corner, located in Bridgeton, New Jersey, Fieldstone Marketplace, located in New Bedford, Massachusetts, and an undeveloped South Philadelphia land parcel, located in Philadelphia, Pennsylvania, have been classified "assets held for sale" in the accompanying condensed consolidated balance sheet.

Previous report

On August 15, 2025, Cedar entered into a credit facility agreement with KeyBank National Association to draw up to $20.0 million pursuant to which the Operating Partnership may request a loan advance no more frequently than once per calendar month. The interest rate under the August 2025 Cedar 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 facility must be reduced to no greater than $10.0 million by February 15, 2027. The August 2025 Cedar Credit Facility is collateralized by three properties, consisting of Carll's Corner, Fieldstone Marketplace and South Philadelphia Parcels, and is guaranteed by Cedar and WHLR.

Previous report

On June 26, 2025, the Company paid the remaining loan balance of $4.2 million on the Winslow Plaza loan in conjunction with the Winslow Plaza disposition, as detailed in Note 3, and paid a $28 thousand loan prepayment premium.

Previous report

The fair market value of the Common Stock issued in exchange for Preferred Stock was less than the carrying value of the Preferred Stock retired in those transactions resulting in $3.0 million and $8.5 million for the three and nine months end September 30, 2025, respectively, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheet, with such deemed contributions included as a component of net income (loss) attributable to common shareholders.

Previous report

During the three and nine months ended September 30, 2025, the Company issued an aggregate of 0 and 107,295 shares, respectively, of its Common Stock upon the conversion of Convertible Notes by certain holders thereof, which resulted in an aggregate net loss on conversion of Convertible Notes of $0.0 million and $0.9 million, respectively.

Previous report

Interest expense on the Convertible Notes consisted of the following (in thousands, except for shares):

Previous report

During the three and nine months ended September 30, 2025, Cedar repurchased and retired 620,069 and 1,921,228 shares, respectively, of Cedar Series C Preferred Stock through a series of repurchase transactions, including tender offers. The shares of Cedar Series C Preferred Stock were repurchased for an aggregate of $10.1 million and $31.3 million, respectively. During the three and nine months ended September 30, 2025, Cedar repurchased and retired 0 and 592,372 shares, respectively, of Cedar Series B Preferred Stock through a tender offer. The shares of Cedar Series B Preferred Stock were repurchased for an aggregate of $10.6 million. See Liquidity and Capital Resources below, and Note 10 to the accompanying condensed consolidated financial statements for additional detail.

Previous report

For the three and nine months ended September 30, 2025, the Company recorded $0.5 million and $2.2 million in unrealized holding gains through other comprehensive income, respectively, net of investment fees as noted above. For the three and nine months ended September 30, 2024, the gain on investment securities was $0.6 million and $0.8 million, respectively, net of investment fees as noted above.

Previous report

Impairmentwas recorded for Carll's Corner, located in Bridgeton, New Jersey, and Oregon Avenue, located in Philadelphia, Pennsylvania, in 2025 and 2024, respectively.

Previous report

Corporate general and administrative expenses were higher primarily as a result of (1) an increase in professional fees of $0.2 million and (2) an increase of $0.1 million in corporate administration.

Previous report

Interest income was higher primarily as a result of higher restricted cash balances, including $10.0 million of restricted cash pledged as collateral for the April 2025 Cedar Bridge Loan.

Previous report

(1) Includes the fair value adjustment for the paid-in-kind interest.

Previous report

Property operating expenses were lower primarily as a result of (1) a decrease of $2.6 million in operating expenses attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.3 million in property administrative expenses, partially offset by (3) an increase of $0.7 million in grounds and landscaping, primarily due to an increase in snow removal, (4) an increase of $0.2 million in utilities and (5) an increase of $0.2 million in real estate taxes.

Previous report

Depreciation and amortization were lower primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition and properties sold in 2024 and 2025.

Previous report

Impairmentwas recorded for Carll's Corner, located in Bridgeton, New Jersey, and Oregon Avenue, located in Philadelphia, Pennsylvania, in 2025 and 2024, respectively.

Previous report

Corporate general and administrative expenses were higher primarily as a result of (1) an increase in salaries of $0.3 million and (2) an increase of $0.3 million in corporate administration.

Previous report

Interest income was higher primarily as a result of higher restricted cash balances, including $10.0 million of restricted cash pledged as collateral for the April 2025 Cedar Bridge Loan.

Previous report

(1) Includes the fair value adjustment for the paid-in-kind interest.

Previous report

Total Same-Property NOI was $45.9 million and $44.0 million for the nine months ended September 30, 2025 and 2024, respectively, representing an increase of 4.2% due to a 3.9% increase in property revenue, partially offset by a 3.4% increase in property expenses.

Previous 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.

Previous report

•$10.3 million loan proceeds a result of the August 2025 Cedar Credit Facility

Previous report

•$10.0 million loan proceeds a result of the April 2025 Cedar Bridge Loan

Previous report

•$4.2 million payment on Winslow Plaza loan related to the sale of Winslow Plaza;

Previous report

•$5.2 million draw on Cedar Revolving Credit Agreement; and

Previous report

•$5.2 million payment on Cedar Revolving Credit Agreement;

Showing the first 40 of 41 passages. Open the source sections for the rest.

Reworded paragraphs (48)

Previous wording

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, along with the consolidated financial statements and the notes thereto, and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our 2024 Form 10-K. All share and share-related information presented reflect Reverse Stock Splits. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited condensed consolidated financial statements included in this Form 10-Q.

Current wording

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included in this Form 10-Q, along with the consolidated financial statements and the notes thereto, and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our 2025 Form 10-K. All share and share-related information presented in this Form 10-Q, including our condensed consolidated financial statements, has been retroactively adjusted to reflect the decreased number of shares of Common Stock resulting from the Reverse Stock Splits, unless otherwise noted. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited condensed consolidated financial statements included in this Form 10-Q.

Previous wording

The Company, a Maryland corporation, is a fully integrated, self-managed commercial real estate investment trust that owns, leases and operates income-producing retail properties with a primary focus on grocery-anchored centers. In August 2022, the Company acquired Cedar Realty Trust. As a result of that acquisition, Cedar became a subsidiary of the Company.

Current wording

The Company, a Maryland corporation, is a fully integrated, self-managed commercial real estate investment trust that owns, leases and operates income-producing retail properties with a primary focus on grocery-anchored centers. In August 2022, the Company acquired Cedar. As a result of that acquisition, Cedar became a subsidiary of the Company.

Previous wording

As of September 30, 2025, the Company, through the Operating Partnership, owned and operated sixty-nine properties, including sixty-six retail shopping centers and three undeveloped properties in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Massachusetts, Connecticut, Kentucky, Tennessee, Alabama, Maryland and West Virginia. This list includes the properties acquired through the Cedar Acquisition.

Current wording

As of March 31, 2026, the Company, through the Operating Partnership, owned and operated sixty-two properties, including fifty-nine retail shopping centers and three undeveloped properties in South Carolina, Georgia, Virginia, Pennsylvania, North Carolina, New Jersey, Florida, Connecticut, Kentucky, Tennessee, Massachusetts, Alabama, Maryland and West Virginia. This list includes the properties acquired through the Cedar Acquisition.

Previous wording

The Company’s portfolio of properties is dependent upon regional and local economic conditions, and is geographically concentrated in the Mid-Atlantic, Southeast and Northeast, which markets represent approximately 46%, 44% and 10% respectively, of the total annualized base rent of the properties in its portfolio as of September 30, 2025. The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

Current wording

The Company’s portfolio of properties is dependent upon regional and local economic conditions, and is geographically concentrated in the Mid-Atlantic, Southeast and Northeast, which markets represent approximately 47%, 44% and 9% respectively, of the total annualized base rent of the properties in its portfolio as of March 31, 2026. The Company’s geographic concentration may cause it to be more susceptible to adverse developments in those markets than if it owned a more geographically diverse portfolio. Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.

Previous wording

During the nine months ended September 30, 2025, the Company has exchanged an aggregate amount of 643,258 shares of its Common Stock to unaffiliated holders of its securities for a total of 469,074 shares of its Series B Preferred Stock and a total of 401,474 shares of its Series D Preferred Stock. The Company intends to continue to opportunistically exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.

Current wording

During the three months ended March 31, 2026, the Company has issued an aggregate amount of 185,886 shares of its Common Stock to unaffiliated holders of its securities in exchange for a total of 54,702 shares of its Series B Preferred Stock and a total of 27,351 shares of its Series D Preferred Stock, retiring $2.5 million in preferred stock liquidation value. The Company intends to continue to opportunistically exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.

Previous wording

During the nine months ended September 30, 2025, the Company processed redemptions of an aggregate of 316,133 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 194,568 shares of Common Stock in settlement of an aggregate redemption price of approximately $12.8 million.

Current wording

During the three months ended March 31, 2026, the Company processed redemptions of an aggregate of 17,902 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 81,491 shares of Common Stock in settlement of an aggregate redemption price of approximately $0.8 million.

Previous wording

At September 30, 2025, the Company had received requests to redeem 35,031 shares of Series D Preferred Stock with respect to the October 2025 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at September 30, 2025 and the liquidation value associated with these shares of $1.5 million is presented as a liability in the accompanying condensed consolidated balance sheet.

Current wording

At March 31, 2026, the Company had received requests to redeem 5,200 shares of Series D Preferred Stock with respect to the April 2026 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at March 31, 2026 and the liquidation value associated with these shares of $0.2 million is presented as a liability in the accompanying condensed consolidated balance sheet.

Previous wording

As of September 30, 2025, the Conversion Price for the Convertible Notes was approximately $4.91 per share of the Company’s Common Stock (approximately 5.09 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).

Current wording

As of March 31, 2026, the conversion price for the Convertible Notes was approximately $3.11 per share of the Company’s Common Stock (approximately 8.04 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).

Previous wording

The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three and nine months ended September 30, 2025, Cedar paid the Company $0.0 million and $0.7 million, respectively, for these services.

Current wording

The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three months ended March 31, 2026 and 2025, Cedar paid the Company $0.2 million and $0.5 million, respectively, for these services.

Previous wording

Related party amounts due to the Company from Cedar for financing and real estate taxes, management fees, leasing commissions, sales commissions and Cost Sharing Agreement allocations were $10.7 million and $9.5 million as of September 30, 2025 and December 31, 2024, respectively, and have been eliminated for consolidation purposes.

Current wording

Related party amounts due to the Company from Cedar for financing and real estate taxes, management fees, leasing commissions and Cost Sharing Agreement allocations were $11.5 million and $11.3 million as of March 31, 2026 and December 31, 2025, respectively, and have been eliminated for consolidation purposes.

Previous wording

As of September 30, 2025, the net asset value of the Company’s SAI investment was $14.3 million which includes $10.5 million from prior subscriptions and there were no additional subscriptions in 2025. For the three and nine months ended September 30, 2025 the investment fees were $156 thousand and $542 thousand, respectively. For the three and nine months ended September 30, 2024 the investment fees were $177 thousand and $277 thousand, respectively. See Note 4 to the accompanying condensed consolidated financial statements for additional detail.

Current wording

As of March 31, 2026, the net asset value of the Company’s SAI investment was $23.7 million which includes $20.5 million from prior subscriptions, and there were no additional subscriptions in 2026. For the three months ended March 31, 2026 and 2025, the investment fees were $61 thousand and $52 thousand, respectively. See Note 4 to theaccompanying condensed consolidated financial statements for additional detail.

Previous wording

At September 30, 2025, the Company had accumulated undeclared dividends of $26.6 million ($16.86 per share) to holders of shares of our Series D Preferred Stock of which $1.6 million ($0.94 per share) and $5.0 million ($2.79 per share) are attributable to the three and nine months ended September 30, 2025, respectively.

Current wording

At March 31, 2026, the Company had accumulated undeclared dividends of $26.3 million ($15.95 per share) to holders of shares of our Series D Preferred Stock of which $1.5 million ($0.99 per share) is attributable to the three months ended March 31, 2026.

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

In preparing the condensed consolidated financial statements, we have made estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results may differ from these estimates. A summary of our critical accounting estimates and policies is included in our 2024 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the nine months ended September 30, 2025, there have been no significant changes to these estimates and policies previously disclosed in our 2024 Form 10-K. For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 of the condensed consolidated financial statements included in this Form 10-Q.

Current wording

In preparing the condensed consolidated financial statements, we have made estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. Actual results may differ from these estimates. A summary of our critical accounting estimates and policies is included in our 2025 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the three months ended March 31, 2026, there have been no significant changes to these estimates and policies previously disclosed in our 2025 Form 10-

Previous wording

Revenues were lower primarily as a result of (1) a decrease of $5.5 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 $2.7 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 $0.1 million in market lease amortization and straight line rent.

Current wording

Revenues were lower primarily as a result of (1) a decrease of $1.4 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $0.4 million in market lease amortization and straight line rent, partially offset by (3) an increase of $1.5 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 $1.1 million in operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.2 million in real estate taxes, (3) an increase of $0.1 million in repairs and maintenance and (4) an increase of $0.1 million in utilities.

Current wording

Property operating expenses were lower primarily as a result of (1) a decrease of $1.0 million in operating expenses attributable to sold properties, partially offset by (2) an increase of $0.2 million in repairs and maintenance, (3) an increase of $0.2 million in real estate taxes and insurance and (4) an increase of $0.1 million in utilities.

Previous wording

Depreciation and amortization were lower primarily as a result of the purchase price allocation of lease intangibles due to the timing of the Cedar Acquisition and properties sold in 2024 and 2025.

Current wording

Depreciation and amortization were lower primarily as a result of properties sold in 2025 and 2026.

Previous wording

Interest expense increased 2.5%. Below is a comparison of the components which make up interest expense (in thousands):

Current wording

Interest expense decreased 9.9%. Below is a comparison of the components which make up interest expense (in thousands):

Previous wording

The above increase in fixed-rate property debt interest inclusive of Cedar debt was $0.2 million a result of (1) an increase of $0.6 million due to an increase in the overall average interest rate, partially offset by (2) a decrease of $0.4 million in the average principal property debt balance.

Current wording

The above decrease in property debt interest inclusive of Cedar debt was $0.2 million a result of a decrease in the average principal debt balance.

Previous wording

Net changes in the fair value of derivative liabilitieswas a $15.0 million gain for the three months ended September 30, 2025, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes relative to market trade prices of the Convertible Notes and Common Stock. See Note 7 to the accompanying condensed consolidated financial statements for additional details.

Current wording

Net changes in the fair value of derivative liabilitieswas a $3.4 million loss for the three months ended March 31, 2026, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion price on the Convertible Notes, which can only be adjusted downward based on the redemption price(s) of the Series D Preferred Stock relative to market trade prices of the Convertible Notes and Common Stock. See Note 7 to the accompanying condensed consolidated financial statements for additional details.

Previous wording

Gain on preferred stock redemptionsis a result of the fair market value of the Common Stock issued on redemptions of the Company's Series D Preferred Stock compared to the Series D Preferred Stock's carrying value. During the three months ended September 30, 2025 and 2024, the Company realized a gain of $0.2 million and $2.5 million in the aggregate, respectively.

Current wording

Gain on Preferred Stock redemptionsis a result of the fair market value of the Common Stock issued on redemptions and exchanges of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the three months ended March 31, 2026 and 2025, the Company realized a gain of $0.2 million and $0.8 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in these transactions being less than the carrying value of the Preferred Stock retired.

Previous wording

Other expense represents expenses which are non-operating in nature. Other expenses were $0.9 million for the nine months ended September 30, 2025, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof. Other expenses were $1.5 million for the nine months ended September 30, 2024, which primarily consisted of capital structure costs, including repurchase of Convertible Notes and legal and other expenses incurred for the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D redemptions and redemptions of the Series D Preferred Stock by holders thereof.

Current wording

Other expense represents expenses which are non-operating in nature. Other expenses were $1.0 million for the three months ended March 31, 2026, which primarily consisted of $0.5 million in fees paid in connection with the Amended and Restated Warrants, a $0.2 million loss on the exercise of the Amended and Restated Warrants and other capital structure costs, including the registration of the offer and sale of the shares of our Common Stock issuable upon exercise of the Amended and Restated Warrants and expenses incurred in connection with the Reverse Stock Splits. Other expenses were $0.4 million for the three months ended March 31, 2025,which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof.

Previous 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. 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"). 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 is a reconciliation of Same-Property NOI from 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, in thousands, unaudited):

Previous wording

Total Same-Property NOI was $15.0 million and $14.5 million for the three months ended September 30, 2025 and 2024, respectively, representing an increase of 3.3% due to a 4.0% increase in property revenues, partially offset by a 5.4% increase in property expenses.

Current wording

Total Same-Property NOI was $15.0 million and $13.9 million for the three months ended March 31, 2026 and 2025, respectively, representing a increase of 7.9% due to a 7.0% increase in property revenue, partially offset by a 5.5% increase in property expenses.

Previous wording

We believe the computation of FFO in accordance with Nareit's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other

Current wording

We believe the computation of FFO in accordance with Nareit's definition includes certain items that are not indicative of the results provided by our operating portfolio and affect the comparability of our period-over-period performance. These items include, but are not limited to, legal settlements, non-cash amortization on loans and acquisition costs. Therefore, in addition to FFO, management uses Adjusted FFO ("AFFO"), which we define to exclude such items. Management believes that these adjustments are appropriate in determining AFFO as they are not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.

Previous wording

A reconciliation of net income (loss) to FFO available to common stockholders and AFFO is shown in the table below (in thousands):

Current wording

A reconciliation of net (loss) income to FFO available to common stockholders and AFFO is shown in the table below (in thousands):

Previous wording

Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis. There were $0.0 million other non-recurring expenses for the three months ended September 30, 2025 and 2024. Other non-recurring expenses were $0.6 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively, a result of loan prepayment premiums.

Current wording

Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis. Other non-recurring expenses were $0.7 million for the three months ended March 31, 2026, a result of $0.5 million fees paid related to the Amended and Restated Warrants and a $0.2 million loss on the exercise of the Amended and Restated Warrants and loan prepayment premiums. Other non-recurring expenses were $0.5 million for the three months ended March 31, 2025, a result of loan prepayment premiums.

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

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 inflation and interest rate 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 inflation and interest rate 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.

Previous wording

At September 30, 2025, our consolidated cash, cash equivalents and restricted cash totaled $56.9 million compared to consolidated cash, cash equivalents and restricted cash of $55.0 million at September 30, 2024. Cash flows from operating activities, investing activities and financing activities were as follows (in thousands, unaudited):

Current wording

At March 31, 2026, our consolidated cash, cash equivalents and restricted cash totaled $48.0 million compared to consolidated cash, cash equivalents and restricted cash of $47.0 million at March 31, 2025. Cash flows from operating activities, investing activities and financing activities were as follows (in thousands, unaudited):

Previous wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $19.9 million and $20.8 million for 2025 and 2024, respectively, primarily due to (1) a decrease of $2.9 million in NOI related to properties not defined as same-property, (2) an increase of $0.6 million in corporate general and administrative expense, (3) an increase of $0.3 million in cash paid for interest expense, partially offset by (4) an increase of $1.8 million in Same-Property NOI, (5) a decrease of $0.6 million in other expense and (6) an increase of $0.5 million in interest income.

Current wording

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $5.4 million and $4.8 million for 2026 and 2025, respectively, primarily due to (1) an increase of $1.1 million in Same-Property NOI, partially offset by (2) an increase of $0.4 million in other expense primarily due to fees related to the Amended and Restated Warrants.

Previous wording

Our cash flows from investing activities increased $19.3 million, primarily due to (1) the proceeds from the sale of six properties sold in 2025 compared to four property sales during the nine months ended September 30, 2024, (2) the decrease in capital expenditures of $6.1 million and (3) no investment subscription with SAI compared to $0.5 million during the nine months ended September 30, 2024.

Current wording

Our cash flows from investing activities decreased $12.3 million, primarily due to (1) the proceeds from the sale of four properties sold in 2026 compared to the three property sales during the three months ended March 31, 2025, partially offset by (2) the decrease in capital expenditures of $0.2 million.

Previous wording

Our cash flows used in financing activities were $43.5 million for the nine months ended September 30, 2025, compared to cash flows used in financing activities of $6.9 million for the comparable period in 2024.

Current wording

Our cash flows used in financing activities were $9.0 million for the three months ended March 31, 2026, compared to cash flows used in financing activities of $34.4 million for the comparable period in 2025.

Previous wording

Financing activities during the nine months ended September 30, 2025 primarily consisted of:

Current wording

Financing activities during the three months ended March 31, 2026 primarily consisted of:

Previous wording

•$5.2 million for distributions paid on noncontrolling interests;

Current wording

•$1.3 million for distributions paid on noncontrolling interests;

Previous wording

•$1.0 million scheduled loan principal payments on debt; and

Current wording

•$0.5 million scheduled loan principal payments on debt; and

Previous wording

Financing activities during the nine months ended September 30, 2024 primarily consisted of:

Current wording

Financing activities during the three months ended March 31, 2025 primarily consisted of:

Previous wording

•$8.1 million for distributions paid on noncontrolling interests;

Current wording

•$2.1 million for distributions paid on noncontrolling interests;

Showing the first 40 of 48 pairs. Open the source sections for the rest.

Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

K. For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 of the condensed consolidated financial statements included in this Form 10-Q.

Current report — wording carried from elsewhere

•$0.1 million for loan prepayment premiums.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

Revenues were lower primarily as a result of (1) a decrease of $1.9 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 $0.9 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties.

Previous report — wording carried elsewhere

Interest expense was relatively flat. Below is a comparison of the components which make up interest expense (in thousands):

Previous report — wording carried elsewhere

Other expense represents expenses which are non-operating in nature. Other expenses were $0.1 million for the three months ended September 30, 2025, which primarily consisted of capital structure costs, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof. Other expenses were $0.3 million for the three months ended September 30, 2024,which primarily consisted of capital structure costs, including legal and other expenses incurred for the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D redemptions and redemptions of the Series D Preferred Stock by holders thereof.

Previous report — wording carried elsewhere

(2) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.

Previous report — wording carried elsewhere

Net changes in the fair value of derivative liabilitieswas a $6.3 million gain for the nine months ended September 30, 2025, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes relative to market trade prices of the Convertible Notes and Common Stock. See Note 7 to the accompanying condensed consolidated financial statements for additional details.

Previous report — wording carried elsewhere

Gain on preferred stock redemptionsis a result of the fair market value of the Common Stock issued on redemptions of the Company's Series D Preferred Stock compared to the Series D Preferred Stock's carrying value. During the nine months ended September 30, 2025 and 2024, the Company realized a gain of $1.2 million and $2.7 million in the aggregate, respectively.

Previous report — wording carried elsewhere

REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.