Wheeler Real Estate Investment 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
WHLRP$12.80-0.4%Stored close · as of Oct 26, 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.
0001527541-26-000251
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.
0001527541-26-000418
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 140 previous paragraphs and 147 current paragraphs.
66 unchanged; 64 reworded; 12 added; 3 removed; 7 previous and 5 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 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 (12)
Current report
Registration of Series B Preferred Stock
Current report
Third Amendment to Letter Agreement; Registration Rights Agreement
Current report
On August 17, 2026, the Company entered into the Registration Rights Agreement and the Third Amendment to Letter Agreement with the Stilwell Holders. See Note 12 to the accompanying condensed consolidated financial statements for additional details.
Current report
See Note 2, Summary of Significant Accounting Policies, to our condensed consolidated financial statements included in this Form 10-Q.
Current report
Corporate general and administrative were lower primarily as a result of a decrease of $0.1 million in salaries.
Current report
(2) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.
Current report
Promissory Notes
Current report
On October 13, 2026, the Company entered into a Note Purchase Agreement (the "Initial Note Purchase Agreement") with an unaffiliated investor, pursuant to which the Company agreed to issue and sell to such investor a promissory note in the principal amount of $1.0 million. Following the execution of the Initial Note Purchase Agreement, the Company may enter into Note Purchase Agreements (together with the Initial Note Purchase Agreement, the "Note Purchase Agreements") with other investors providing for the issuance and sale of additional promissory notes on the same terms as the initial note. The promissory notes will be issued in the aggregate principal amount of up to $25.0 million. The promissory notes will mature on the 18-month anniversary of their issuance date, and will bear interest at a rate of 0.0% per annum. The Company will have the right to repay the outstanding principal amount of the promissory notes or any portion thereof in cash, at any time and without penalty.
Current report
The purchase price for each promissory note will be payable in shares of the Company’s Series D Preferred Stock.
Current report
Beginning on the first trading day following the date of a promissory note’s issuance and continuing on each subsequent trading day, the Company will make, in repayment of the promissory note, an amortization payment equal to 0.4% of the promissory note’s original principal amount (which percentage will be subject to adjustment by the Company). The Company will make these amortization payments by issuance of shares of Common Stock at a value equal to the closing price per share of the Common Stock on Nasdaq on the trading day immediately preceding the applicable amortization payment date. If such value is less than $0.25 per share of Common Stock, or if the amortization stock is not registered for resale on an effective registration statement, is not listed on Nasdaq, or is not DWAC eligible or is subject to a “DTC chill”, then the amortization payment will be made in cash.
Current report
In connection with the Initial Note Purchase Agreement, the Company also entered into a registration rights agreement with the initial investor, and will enter into registration rights agreements with any other promissory note investors on the same terms. Pursuant to the registration rights agreements, the Company will be required to file with the SEC a registration statement to register the resale of the Common Stock issuable pursuant to the promissory notes (the “Registration Statement”).
Current report
The Company’s obligation to close under the Note Purchase Agreements and to issue the promissory notes will be subject to (i) the approval by the Company’s stockholders of the issuance or potential issuance of more than 19.99% of outstanding shares of Common Stock pursuant to the promissory notes in accordance with Nasdaq Listing Rule 5635(d), and (ii) the effectiveness of the Registration Statement.
Removed paragraphs (3)
Previous report
See Note 2 to the condensed consolidated financial statements of this Form 10-Q.
Previous report
Loss on conversion of Convertible Noteswas attributable to the issuance of common stock upon the conversion of convertible notes by certain holders in 2025.
Previous report
Corporate general and administrative were higher primarily a result of (1) an increase of $0.3 million in professional fees, (2) an increase of $0.1 million in salaries, and (3) an increase of $0.1 million in travel.
Reworded paragraphs (64)
Previous wording
For the six months ended June 30, 2026, the Company made principal payments in the aggregate amount of $5.7 million on the June 2022 Term Loan using proceeds from the dispositions of Moncks Corner, Ridgeland, an outparcel at St. George Plaza, Darien Shopping Center, Surrey Plaza and Georgetown. See Note 3 to the condensed consolidated financial statements for additional details. For the six months ended June 30, 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 wording
For the nine months ended September 30, 2026, the Company made principal payments in the aggregate amount of $5.7 million on the June 2022 Term Loan using proceeds from the dispositions of Moncks Corner, Ridgeland, an outparcel at St. George Plaza, Darien Shopping Center, Surrey Plaza and Georgetown. See Note 3 to the condensed consolidated financial statements for additional details. For the nine months ended September 30, 2026, the Company paid loan prepayment premiums in the aggregate amount of $0.1 million in connection with the June 2022 Term Loan paydowns.
Previous wording
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 2,867 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 wording
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 13 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.
Previous wording
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 wording
On June 20, 2025, in accordance with the 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.
Previous wording
The January 2026, April 2026, June 2026 and July 2026 Reverse Stock Splits were effected on January 16, 2026, April 17, 2026, June 17, 2026 and July 27, 2026, respectively, at reverse stock split ratios of one-for-three, one-for-three, one-for-four and one-for-five, respectively. 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 wording
The January 2026, April 2026, June 2026, July 2026, August 2026, September 2026, and October 2026 Reverse Stock Splits were effected on January 16, 2026, April 17, 2026, June 17, 2026, July 27, 2026, August 26, 2026, September 21, 2026, and October 29, 2026, respectively, at reverse stock split ratios of one-for-three, one-for-three, one-for-four, one-for-five, one-for-four, one-for-nine, and one-for-six, respectively. 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.
Previous wording
During the six months ended June 30, 2026, the Company issued an aggregate amount of 119,215 shares of its Common Stock to unaffiliated holders of its securities in exchange for a total of 139,250 shares of its Series B Preferred Stock and a total of 56,745 shares of its Series D Preferred Stock, retiring $5.8 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.
Current wording
During the nine months ended September 30, 2026, the Company issued an aggregate amount of 234,650 shares of its Common Stock to holders of its securities in exchange for a total of 803,302 shares of its Series B Preferred Stock and a total of 138,411 shares of its Series D Preferred Stock, retiring $25.8 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
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 $0.6 million and $1.1 million for the three and six months ended June 30, 2026, respectively, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheets, with such deemed contributions included as a component of net income attributable to common shareholders in the condensed consolidated statements of operations.
Current wording
The fair 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 $3.2 million and $4.3 million for the three and nine months ended September 30, 2026, respectively, recognized as a deemed contribution within accumulated deficit in the condensed consolidated balance sheets, with such deemed contributions included as a component of net (loss) income attributable to common shareholders in the condensed consolidated statements of operations.
Previous wording
2026 was declared effective by the Securities and Exchange Commission (the "SEC"), and the Company filed with the SEC the
Current wording
On September 11, 2026, the registration statement on Form S-11 (File No. 333-298634) filed by the Company on August 28, 2026 was declared effective by the Securities and Exchange Commission (the "SEC"), and the Company filed with the SEC the related final prospectus pursuant to Rule 424(b) (the "Series B Prospectus"). The Series B Prospectus relates to the registration by the Company of 710,466 shares of our Series B Preferred Stock.
Previous wording
During the six months ended June 30, 2026, the Company processed redemptions of an aggregate of 44,547 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 35,165 shares of Common Stock in settlement of an aggregate redemption price of approximately $1.8 million.
Current wording
During the nine months ended September 30, 2026, the Company processed redemptions of an aggregate of 68,047 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 8,742 shares of Common Stock in settlement of an aggregate redemption price of approximately $2.8 million.
Previous wording
At June 30, 2026, the Company had received requests to redeem 8,200 shares of Series D Preferred Stock with respect to the July 2026 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at June 30, 2026 and the liquidation value associated with these shares of $0.3 million is presented as a liability in the accompanying condensed consolidated balance sheet.
Current wording
At September 30, 2026, the Company had received requests to redeem 5,450 shares of Series D Preferred Stock with respect to the October 2026 Holder Redemption Date. As such, the redemption of these shares of the Series D Preferred Stock is considered certain at September 30, 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
On July 2, 2026, the registration statement on Form S-11 (File No. 333-296944) filed by the Company on June 22,
Current wording
On July 2, 2026, the registration statement on Form S-11 (File No. 333-296944) filed by the Company on June 22, 2026 was declared effective by the SEC, and the Company filed with the SEC the related final prospectus pursuant to Rule 424(b) (the "Redemption Prospectus"). The Redemption Prospectus relates to the issuance from time to time by the Company of up to 100,090,365 shares of our Common Stock (not restated for any subsequent Reverse Stock Splits) upon redemptions of Series D Preferred Stock.
Previous wording
As of June 30, 2026, the conversion price for the Convertible Notes was approximately $13.86 per share of the Company’s Common Stock (approximately 1.80 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Current wording
As of September 30, 2026, the conversion price for the Convertible Notes was approximately $29.08 per share of the Company’s Common Stock (approximately 0.86 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Previous wording
During the six months ended June 30, 2026, the Company entered into six subscription agreements with certain investors pursuant to which the Company issued an aggregate 281,666 shares of its Series D Preferred Stock in consideration for an aggregate 436,000 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 wording
During the nine months ended September 30, 2026, the Company entered into subscription agreements with certain investors pursuant to which the Company issued an aggregate 281,666 shares of its Series D Preferred Stock in consideration for an aggregate 436,000 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.
Previous wording
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 these transactions. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $1.4 million and $4.1 million in deemed distributions included in "deemed distribution related to noncontrolling interests" on the condensed consolidated statements of operations, during the three and six months ended June 30, 2026, respectively.
Current wording
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 these transactions. The fair value of the Cedar Preferred Stock received and retired is compared to its carrying value, and as a result the Company recognized $0.0 million and $4.1 million in deemed distributions included in "deemed distribution related to noncontrolling interests" on the condensed consolidated statements of operations, during the three and nine months ended September 30, 2026, respectively.
Previous wording
The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the three and six months ended June 30, 2026, Cedar paid the Company $0.5 million and $0.7 million for these services, respectively.
Current 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, 2026, Cedar paid the Company $0.8 million and $1.5 million for these services, respectively.
Previous 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 June 30, 2026 and December 31, 2025, 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 $11.1 million and $11.3 million as of September 30, 2026 and December 31, 2025, respectively, and have been eliminated for consolidation purposes.
Previous wording
As of June 30, 2026, the net asset value of the Company’s SAI investment was $30.0 million which includes $25.5 million from prior subscriptions, including an additional subscription for $5.0 million on May 28, 2026. For the three and six months ended June 30, 2026, the Company recorded unrealized holding gains of $1.3 million and $0.6 million, respectively, through other comprehensive income, net of investment fees. For the three and six months ended June 30, 2026, the investment fees were $0.2 million and $0.3 million, respectively. See Note 4 to the accompanying condensed consolidated financial statements for additional detail.
Current wording
As of September 30, 2026, the net asset value of the Company’s SAI investment was $30.5 million which includes $25.5 million from prior subscriptions, including the subscription for $5.0 million on May 28, 2026. For the three and nine months ended September 30, 2026, the Company recorded unrealized holding gains of $0.5 million and $1.1 million, respectively, through other comprehensive (loss) income, net of investment fees. For the three and nine months ended September 30, 2026, the investment fees were $0.2 million and $0.5 million, respectively. See Note 4 to the accompanying condensed consolidated financial statements for additional details.
Previous wording
At June 30, 2026, the Company had accumulated undeclared dividends of $27.1 million ($15.60 per share) to holders of shares of our Series D Preferred Stock of which $1.7 million ($1.00 per share) and $3.2 million ($1.99 per share) is attributable to the three and six months ended June 30, 2026, respectively.
Current wording
At September 30, 2026, the Company had accumulated undeclared dividends of $27.1 million ($16.58 per share) to holders of shares of our Series D Preferred Stock of which $1.7 million ($1.00 per share) and $4.9 million ($2.99 per share) is attributable to the three and nine months ended September 30, 2026, respectively.
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 2025 Form 10-K under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." During the six months ended June 30, 2026, there have been no significant changes to these estimates and policies previously disclosed in our 2025 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 nine months ended September 30, 2026, there have been no significant changes to these estimates and policies previously disclosed in our 2025 Form
Previous wording
Revenues were lower primarily as a result of (1) a decrease of $3.0 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $1.4 million in market lease amortization and straight line rent, partially offset by (3) an increase of $0.4 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties.
Current wording
Revenues were lower primarily as a result of (1) a decrease of $1.6 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $0.5 million in market lease amortization and straight line rent, partially offset by (3) an increase of $1.4 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties.
Previous wording
Property operating expenses were lower primarily as a result of (1) a decrease of $1.9 million in operating expenses attributable to sold properties, partially offset by (2) an increase of $0.2 million in insurance, (3) an increase of $0.2 million in real estate taxes, and (4) and increase of $0.1 million in repairs and maintenance.
Current wording
Property operating expenses were lower primarily as a result of (1) a decrease of $0.8 million in operating expenses attributable to sold properties, partially offset by (2) an increase of $0.2 million in real estate taxes, (3) an increase of $0.2 million in utilities, and (4) an increase of $0.1 million in grounds and landscaping.
Previous wording
Impairmentwas recorded for Rivergate Shopping Center, located in Macon, Georgia, in 2026.
Current wording
Impairmentwas recorded for Rivergate Shopping Center, located in Macon, Georgia, and Carll's Corner, located in Bridgeton, New Jersey in 2026 and 2025, respectively.
Previous wording
(2) Includes the April 2025 Cedar Bridge Loan.
Current wording
(2) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility.
Previous wording
Net changes in the fair value of derivative liabilitieswas a $7.6 million gain for the three months ended June 30, 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.
Current wording
Net changes in the fair value of derivative liabilities were a $6.8 million loss for the three months ended September 30, 2026, 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 wording
Gain on Preferred Stock redemptionsis a result of the fair market value of the Common Stock issued on redemptions of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the six months ended June 30, 2026 and 2025, the Company realized a gain of $0.3 million and $1.0 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.
Current wording
Gain on preferred stock redemptionsis a result of the fair value of the Common Stock issued on redemptions of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the three months ended September 30, 2026 and 2025, the Company realized a gain of $0.3 million and $0.2 million in the aggregate, respectively, as a result of the fair 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 $0.7 million for the three months ended June 30, 2026, which primarily consisted of $0.4 million related to the Aquino Settlement and capital structure costs, including expenses incurred in connection with the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and Reverse Stock Splits. Other expenses were $0.4 million for the three months ended June 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 by holders thereof.
Current wording
Other expense represents expenses which are non-operating in nature. Other expenses were $0.4 million for the three months ended September 30, 2026, which primarily consisted of capital structure costs, including expenses incurred in connection with the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, the registration of our Series B Preferred Stock and Reverse Stock Splits. 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.
Previous wording
The following table presents a comparison of the condensed consolidated statements of operations for the six months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following table presents a comparison of the condensed consolidated statements of operations for the nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
Revenues were lower primarily as a result of (1) a decrease of $1.5 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $1.1 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties and (3) a decrease of $1.0 million in market lease amortization and straight line rent.
Current wording
Revenues were lower primarily as a result of (1) a decrease of $4.5 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to sold properties, (2) a decrease of $1.9 million in market lease amortization and straight line rent, partially offset by (3) an increase of $1.8 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties.
Previous wording
Impairmentwas recorded for Rivergate Shopping Center, located in Macon, Georgia, in 2026.
Current wording
Impairmentwas recorded for Rivergate Shopping Center, located in Macon, Georgia, and Carll's Corner, located in Bridgeton, New Jersey in 2026 and 2025, respectively.
Previous wording
Corporate general and administrative were higher primarily a result of an increase of $0.5 million in professional fees.
Current wording
Corporate general and administrative were higher primarily as a result of an increase of $0.4 million in professional fees.
Previous wording
Gain on disposal of properties, netrelate to the sale of six retail shopping centers and one outparcel sold in 2026 and six retail shopping centers sold in 2025.
Current wording
Gain on disposal of properties, netrelates to the sale of six retail shopping centers and one outparcel sold in 2026 and six retail shopping centers sold in 2025.
Previous wording
Interest incomewas lower primarily a result of lower average cash balances in 2026.
Current wording
Interest incomewas lower primarily as a result of lower average cash balances in 2026.
Previous wording
Interest expense decreased 9.1%. Below is a comparison of the components which make up interest expense (in thousands):
Current wording
Interest expense decreased 8.9%. Below is a comparison of the components which make up interest expense (in thousands):
Previous wording
The above decrease in property debt interest inclusive of Cedar debt was $0.5 million a result of a decrease in the average principal debt balance.
Current wording
The above decrease in property debt interest inclusive of Cedar debt was $1.0 million a result of (1) a decrease of $0.8 million due to a decrease in the average principal debt balance and (2) a decrease of $0.2 million due to a decrease in the overall average interest rate.
Previous wording
Net changes in the fair value of derivative liabilitieswas a $4.2 million gain for the six months ended June 30, 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.
Current wording
Net changes in the fair value of derivative liabilities were a $2.6 million loss for the nine months ended September 30, 2026, 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 wording
Gain on Preferred Stock redemptionsis a result of the fair market value of the Common Stock issued on redemptions of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the three months ended June 30, 2026 and 2025, the Company realized a gain of $0.1 million and $0.2 million in the aggregate, respectively.
Current wording
Gain on preferred stock redemptionsis a result of the fair value of the Common Stock issued on redemptions of the Company's Preferred Stock compared to the Preferred Stock's carrying value. During the nine months ended September 30, 2026 and 2025, the Company realized a gain of $0.6 million and $1.2 million in the aggregate, respectively, as a result of the fair 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 $1.7 million for the six months ended June 30, 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, $0.4 million related to the Aquino Settlement 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, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and expenses incurred in connection with the Reverse Stock Splits. Other expenses were $0.8 million for the six months ended June 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.
Current wording
Other expense represents expenses which are non-operating in nature. Other expenses were $2.1 million for the nine months ended September 30, 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, $0.4 million related to the Aquino Settlement 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, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, the registration of our Series B Preferred Stock and expenses incurred in connection with the Reverse Stock Splits. 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.
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 ("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.
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
Total Same-Property NOI was $29.6 million and $29.7 million for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of 0.3% due to a 1.0% increase in property revenue, partially offset by a 3.6% increase in property expenses.
Current wording
Total Same-Property NOI was $15.1 million and $14.2 million for the three months ended September 30, 2026 and 2025, respectively, representing an increase of 5.8% due to a 6.6% increase in property revenue, partially offset by a 8.0% increase in property expenses.
Previous wording
Total Same-Property NOI was $15.0 million and $16.1 million for the three months ended June 30, 2026 and 2025, respectively, representing a decrease of 6.9% due to a 4.8% decrease in property revenue and a 0.2% increase in property expenses.
Current wording
Total Same-Property NOI was $44.7 million and $43.9 million for the nine months ended September 30, 2026 and 2025, respectively, representing an increase of 1.7% due to a 2.8% increase in property revenue, partially offset by a 5.0% increase in property expenses.
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):
Showing the first 40 of 64 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
The Company had exchanges of its Common Stock for its Series B Preferred Stock and Series D Preferred Stock with the Stilwell Investors. See Note 10 to the accompanying condensed consolidated financial statements for additional details.
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
Property operating expenses were lower primarily as a result of (1) a decrease of $2.7 million in operating expenses attributable to sold properties, partially offset by (2) an increase of $0.4 million in real estate taxes, (3) an increase of $0.2 million in insurance, (4) an increase of $0.2 million in utilities and (5) an increase of $0.2 million in repairs and maintenance.
Current report — wording carried from elsewhere
•$10.3 million loan proceeds a result of the August 2025 Cedar Credit Facility; and
Current report — wording carried from elsewhere
For the three months ended September 30, 2026, the Company did not retire any shares of Cedar Series B Preferred Stock or any shares of Cedar Series C Preferred Stock. For the nine months ended September 30, 2026, the Company retired a total of 14,950 shares of Cedar Series B Preferred Stock and 421,050 shares of Cedar Series C Preferred Stock. Since 2024, the
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
related final prospectus pursuant to Rule 424(b) (the "Prospectus"). The Prospectus relates to the issuance from time to time by
Previous report — wording carried elsewhere
the Company of up to 100,090,365 shares of our Common Stock upon redemptions of Series D Preferred Stock.
Previous report — wording carried elsewhere
Property Operating expenses were lower primarily as a result of (1) a decrease of $0.9 million in operating expenses attributable to sold properties.
Previous report — wording carried elsewhere
Gain on disposal of properties, netrelate to the sale of three retail shopping centers sold in 2026 and three retail shopping centers sold in 2025.
Previous report — wording carried elsewhere
(2) Includes the April 2025 Cedar Bridge Loan.
Previous report — wording carried elsewhere
Evolving macroeconomic conditions, incl uding global macroeconomic challenges such as changes in trade policies,
Previous report — wording carried elsewhere
The Convertible Notes could have the effect of causing, if interest is paid in the future in shares of Series D Preferred