UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 10-Q

_______________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 001-31817

_______________________________________________

CEDAR REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

_______________________________________________


Maryland			42-1241468
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2529 Virginia Beach Blvd. Virginia Beach, Virginia			23452
(Address of principal executive offices)			(Zip Code)

Registrant's telephone number, including area code: (757) 627-9088

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

7.25% Series B Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value

CDRpB

New York Stock Exchange

6.50% Series C Cumulative Redeemable Preferred Stock, $25.00 Liquidation Value

CDRpC

New York Stock Exchange

_______________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~August~~November 14, 2025, there were 13,718,169 shares of Common Stock, $0.06 par value per share, outstanding.

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CEDAR REALTY TRUST, INC.

INDEX

Cautionary Note on Forward-Looking Statements		3
Part I. Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets – June 30, 2025 (unaudited) and December 31, 2024	5
	Condensed Consolidated Balance Sheets – September 30, 2025 (unaudited) and December 31, 2024	5
	Condensed Consolidated Statements of Operations – Three and six months ended June 30, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statements of Operations – Three and nine months ended September 30, 2025 and 2024 (unaudited)	6
	Condensed Consolidated Statements of Equity – Six months ended June 30, 2025 and 2024 (unaudited)	7
	Condensed Consolidated Statements of Equity – Nine months ended September 30, 2025 and 2024 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows – Six months ended June 30, 2025 and 2024 (unaudited)	9
	Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2025 and 2024 (unaudited)	9
	Notes to Condensed Consolidated Financial Statements (unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2527
Item 4.	Controls and Procedures	2527
Part II. Other Information
Item 1.	Legal Proceedings	2628
Item 1A.	Risk Factors	2628
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2628
Item 3.	Defaults Upon Senior Securities	2628
Item 4.	Mine Safety Disclosures	2628
Item 5.	Other Information	2628
Item 6.	Exhibits	2628
Signatures		2730

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the "Form 10-Q") of Cedar Realty Trust, Inc. (the "Company") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are subject to risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "estimates", "projects", "anticipates", "believes", "expects", "intends", "future", and words of similar import, or the negative thereof. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-looking statements, which reflect our management's view only as of the date of this Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

Factors that could cause actual results, performance or achievements to differ materially from any forward-looking statements made in this Form 10-Q include, but are not limited to:

•the use of and demand for retail space;

•general and economic business conditions, including the rate and other terms on which we are able to lease our properties;

•the loss or bankruptcy of the Company's tenants;

•the geographic concentration of our properties in the Northeast;

•consumer spending and confidence trends, including those affecting the ability of individuals to spend in retail shopping centers;

•availability, terms and deployment of capital;

•the degree and nature of our competition;

•changes in applicable laws and governmental regulations, ~~accounting~~including ~~rules,~~federal tax ~~rates~~law and ~~similar~~other ~~matters,~~regulatory ~~including~~provisions ~~tariff-related~~as ~~measures~~a result of the One Big Beautiful Bill Act ("OBBBA") signed into law on July 4, 2025;

•changes to accounting rules, tax rates and similar matters, including tariff-related measures;

•the ability and willingness of the Company's tenants and other third parties to satisfy their obligations under their respective contractual arrangements with the Company;

•the ability and willingness of the Company's tenants to renew their leases with the Company upon expiration;

•the Company's ability to re-lease its properties on the same or better terms in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant, and obligations the Company may incur in connection with the replacement of an existing tenant;

•litigation risks generally;

•tax audits and other regulatory inquiries;

•the Company's ability to maintain compliance with the financial and other covenants in its debt agreements;

•financing risks, such as the Company's inability to obtain new financing or refinancing on favorable terms as the result of market volatility or instability and increases in the Company's borrowing costs as a result of changes in interest rates and other factors;

•the impact of the Company's leverage on operating performance;

•our ability to successfully execute strategic or necessary asset acquisitions and divestitures;

•our ability to continue to pay quarterly dividends on our preferred stock;

•our ability to repurchase shares of our preferred stock, and the price and timing of such repurchases;

•risks related to the market for retail space generally, including reductions in consumer spending, variability in retailer demand for leased space, adverse impact of e-commerce, ongoing consolidation in the retail sector and changes in economic conditions and consumer confidence;

•risks endemic to real estate and the real estate industry generally;

•the adverse effect any future pandemic, endemic or outbreak of infectious disease, and mitigation efforts to control their spread;

•risks to our information systems - or those of our tenants or vendors - from service interruption, misappropriation of data, breaches of security, or other cyber-related attacks;

•damage to the Company's properties from catastrophic weather and other natural events, and the physical effects of climate change;

•the risk that an uninsured loss on the Company's properties or a loss that exceeds the limits of the Company's insurance policies could subject the Company to lost capital or revenue on those properties;

•the risk that continued increases in the cost of necessary insurance could negatively impact the Company's profitability;

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•the risk that continued increases in the cost of necessary insurance could negatively impact the Company's profitability;

•the Company's ability and willingness to maintain its qualification as a real estate investment trust ("REIT") in light of economic, market, legal, tax and other considerations;

•the ability of our operating partnership, Cedar Realty Trust Partnership, L.P. (the "Operating Partnership"), and each of our other partnerships and limited liability companies to be classified as partnerships or disregarded entities for federal income tax purposes;

•the impact of e-commerce on our tenants' business; ~~and~~

•the impact of the current federal government shutdown; and

•inability to generate sufficient cash flows due to market conditions, competition, uninsured losses, changes in tax or other applicable laws.

Forward-looking statements in this Form 10-Q should be read in light of these factors. Except for ongoing obligations to disclose material information as required by the federal securities laws, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. All of the above factors are difficult to predict, contain uncertainties that may materially affect the Company's actual results and may be beyond the Company's control. New factors emerge from time to time, and it is not possible for the Company's management to predict all such factors or to assess the effects of each factor on the Company's business. Accordingly, there can be no assurance that the Company's current expectations will be realized.

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
	(unaudited)
ASSETS
Real estate:
Land	$	50,674,000	$	56,897,000
Land and land improvements	$	48,692,000	$	56,897,000
Buildings and improvements	~~230~~201,~~625~~611,000		246,961,000
	281,299,000		303,858,000
	250,303,000		303,858,000
Less accumulated depreciation	(~~124~~112,~~658~~899,000)		(131,698,000)
Real estate, net	~~156~~137,~~641~~404,000		172,160,000
Cash and cash equivalents	4,068,000		23,092,000
Assets held for sale	15,686,000		—
Restricted cash	10,066,000		7,532,000
Cash and cash equivalents	3,545,000		23,092,000
Receivables, net	5,740,000		5,655,000
Restricted cash	9,671,000		7,532,000
Deferred costs and other assets, net	7,230,000		8,492,000
Receivables, net	5,238,000		5,655,000
TOTAL ASSETS	$	183,745,000	$	216,931,000
Deferred costs and other assets, net	8,128,000		8,492,000
TOTAL ASSETS	$	179,672,000	$	216,931,000
LIABILITIES AND EQUITY
Loans payable, net	$	~~144~~154,~~056~~173,000	$	142,961,000
Accounts payable, accrued expenses, and other liabilities	67,~~185~~857,000		7,003,000
Due to Wheeler Real Estate Investment Trust, Inc.	910,~~902~~666,000		9,491,000
Below market lease intangibles, net	1,~~174~~129,000		1,265,000
Total liabilities	~~161~~173,~~317~~825,000		160,720,000
Commitments and contingencies (Note 6)
Equity:
Preferred stock	9377,~~117~~643,000		139,794,000
Common stock ($0.06 par value, 150,000,000 shares authorized, 13,718,169 shares, issued and outstanding)	823,000		823,000
Additional paid-in capital	870,~~404~~893,000		868,945,000
Cumulative distributions in excess of net income	(~~941~~943,~~916~~512,000)		(953,351,000)
Total equity	225,~~428~~847,000		56,211,000
TOTAL LIABILITIES AND EQUITY	$	~~183~~179,~~745~~672,000	$	216,931,000

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
REVENUES
Rental revenues	$	76,~~199~~813,000	$	87,~~370~~949,000	$	1421,~~591~~419,000	$	1725,~~085~~034,000
Other revenues	~~256~~41,000		~~241~~162,000		~~279~~305,000		~~291~~453,000
Total revenues	76,~~455~~854,000		8,~~611~~111,000		1421,~~870~~724,000		1725,~~376~~487,000
EXPENSES
Operating, maintenance and management	1,~~419~~300,000		12,~~822~~002,000		34,~~338~~643,000		46,~~196~~198,000
Real estate and other property-related taxes	1,~~108~~154,000		1,~~429~~127,000		23,~~248~~396,000		23,~~816~~943,000
Corporate general and administrative	~~833~~478,000		~~652~~525,000		1,~~486~~965,000		1,~~264~~789,000
Depreciation and amortization	1,~~990~~937,000		2,~~323~~272,000		35,~~966~~903,000		46,~~215~~487,000
Total expenses	54,~~350~~869,000		65,~~226~~926,000		1115,~~038~~907,000		1218,~~491~~417,000
OTHER
(Loss) gain on sales	—		(55,000)		2,422,000		(55,000)
Gain on sales, net	—		1,703,000		2,422,000		1,648,000
Total other	—		(55,000)		2,422,000		(55,000)
Impairment charges	(4,436,000)		(1,064,000)		(4,436,000)		(1,064,000)
OPERATING INCOME	2,105,000		2,330,000		6,254,000		4,830,000
Total other	(4,436,000)		639,000		(2,014,000)		584,000
OPERATING (LOSS) INCOME	(2,451,000)		2,824,000		3,803,000		7,654,000
NON-OPERATING INCOME AND EXPENSES
Interest expense, net	(2,~~238~~598,000)		(2,~~312~~467,000)		(46,~~224~~822,000)		(46,~~489~~956,000)
Loss on loan prepayment	—		—		(718,000)		—
Total non-operating income and expenses	(2,~~238~~598,000)		(2,~~312~~467,000)		(47,~~942~~540,000)		(46,~~489~~956,000)
NET (LOSS) INCOME	(~~133~~5,049,000)		18357,000		1(3,~~312~~737,000)		~~341~~698,000
Preferred stock dividends	(1,~~447~~455,000)		(2,~~688~~674,000)		(34,~~311~~766,000)		(58,~~376~~050,000)
Deemed contribution related to preferred stock repurchases	34,~~185~~908,000		—828,000		1318,~~434~~342,000		—828,000
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	1,605,000	$	(2,670,000)	$	11,435,000	$	(5,035,000)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(1,596,000)	$	(1,489,000)	$	9,839,000	$	(6,524,000)
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	0.12	$	(0.19)	$	0.83	$	(0.37)
NET (LOSS) INCOME PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(0.12)	$	(0.11)	$	0.72	$	(0.48)
Weighted average number of common shares	13,718,169		13,718,169		13,718,169		13,718,169

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

~~Six~~Nine months ended ~~June~~September 30, 2025

(unaudited)

	Preferred stock			Common stock			Additionalpaid-incapital		Cumulativedistributionsin excess ofnet income		Total Equity
	Shares	Amount		Shares	Amount
Balance, December 31, 2024	5,658,303	$	139,794,000	13,718,169	$	823,000	$	868,945,000	$	(953,351,000)	$	56,211,000
Net income	—	—		—	—		—		1,445,000		1,445,000
Preferred stock dividends	—	—		—	—		—		(1,864,000)		(1,864,000)
Preferred stock repurchases	(1,301,159)	(32,470,000)		—	—		1,025,000		10,249,000		(21,196,000)
Balance, March 31, 2025	4,357,144	107,324,000		13,718,169	823,000		869,970,000		(943,521,000)		34,596,000
Net (loss)	—	—		—	—		—		(133,000)		(133,000)
Preferred stock dividends	—	—		—	—		—		(1,447,000)		(1,447,000)
Preferred stock repurchases	(592,372)	(14,207,000)		—	—		434,000		3,185,000		(10,588,000)
Balance, June 30, 2025	3,764,772	$	93,117,000	13,718,169	$	823,000	$	870,404,000	$	(941,916,000)	$	22,428,000
Net (loss)	—	—		—	—		—		(5,049,000)		(5,049,000)
Preferred stock dividends	—	—		—	—		—		(1,455,000)		(1,455,000)
Preferred stock repurchases	(620,069)	(15,474,000)		—	—		489,000		4,908,000		(10,077,000)
Balance, September 30, 2025	3,144,703	$	77,643,000	13,718,169	$	823,000	$	870,893,000	$	(943,512,000)	$	5,847,000

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

~~Six~~Nine months ended ~~June~~September 30, 2024

(unaudited)

	Preferred stock			Common stock			Additional paid-in capital		Cumulative distributionsin excess of net income		TotalEquity
	Shares	Amount		Shares	Amount
Balance, December 31, 2023	6,449,609	$	159,541,000	13,718,169	$	823,000	$	868,323,000	$	(955,230,000)	$	73,457,000
Net income	—	—		—	—		—		323,000		323,000
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, March 31, 2024	6,449,609	159,541,000		13,718,169	823,000		868,323,000		(957,595,000)		71,092,000
Net income	—	—		—	—		—		18,000		18,000
Preferred stock dividends	—	—		—	—		—		(2,688,000)		(2,688,000)
Balance, June 30, 2024	6,449,609	$159,541,000	~~159,541,000~~	13,718,169	$823,000	~~823,000~~	$868,323,000	~~868,323,000~~	$(960,265,000)	~~(960,265,000)~~	$68,422,000	~~68,422,000~~
Net income	—	—		—	—		—		357,000		357,000
Preferred stock dividends	—	—		—	—		—		(2,674,000)		(2,674,000)
Preferred stock repurchases	(77,075)	(1,923,000)		—	—		60,000		828,000		(1,035,000)
Balance, September 30, 2024	6,372,534	$	157,618,000	13,718,169	$	823,000	$	868,383,000	$	(961,754,000)	$	65,070,000

See accompanying notes to condensed consolidated financial statements

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CEDAR REALTY TRUST, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six months ended June 30,
	Nine months ended September 30,
	2025		2024
OPERATING ACTIVITIES
Net income	$	1,312,000	$	341,000
Net (loss) income	$	(3,737,000)	$	698,000
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
(Gain) loss on sales	(2,422,000)		55,000
Gain on sales, net	(2,422,000)		(1,648,000)
Straight-line rents	(424,000)		(67,000)
Impairment charges	4,436,000		1,064,000
Credit adjustments on operating lease receivables	158,000		(58,000)
Straight-line rents	(556,000)		(194,000)
Depreciation and amortization	3,966,000		4,215,000
Credit adjustments on operating lease receivables	219,000		149,000
Above (below) market lease amortization, net	(91,000)		(136,000)
Depreciation and amortization	5,903,000		6,487,000
Amortization of deferred financing costs	277,000		365,000
Above (below) market lease amortization, net	(136,000)		(181,000)
Amortization of deferred financing costs	433,000		762,000
Loss on loan prepayment	718,000		—
Changes in operating assets and liabilities:
Receivables, net	(42185,000)		~~354~~492,000
Deferred costs and other assets, net	~~640~~(1,026,000)		(~~182~~2,127,000)
Accounts payable, accrued expenses, and other liabilities	~~(58~~1,576,000)		~~(799~~253,000)
Net cash provided by operating activities	45,~~034~~223,000		45,~~088~~755,000
INVESTING ACTIVITIES
Expenditures for real estate improvements	(12,~~838~~258,000)		(59,~~474~~972,000)
Net proceeds from sales of real estate	16,672,000		519,~~662~~408,000
Net cash provided by investing activities	14,~~834~~414,000		~~188~~9,436,000
FINANCING ACTIVITIES
April 2025 Bridge Loan proceeds	10,000,000		—
Variable-rate loan proceeds	20,250,000		5,223,000
Advances under Revolving Credit Agreement	—		3,635,000
Variable-rate loan payments	—		(5,223,000)
Repayments under Revolving Credit Agreement	—		(3,635,000)
Fixed-rate term loan proceeds	—		2,500,000
Fixed-rate term loan principal payments	(9,213,000)		—
Payments for deferred financing costs	(456,000)		(444,000)
Loan prepayment premium	(521,000)		—
Term loan proceeds	—		1,000,000
Preferred stock dividends	(5,244,000)		(8,064,000)
Term loan principal payments	(9,186,000)		—
Preferred stock repurchases	(41,861,000)		(1,035,000)
Payments for deferred financing costs	(193,000)		(445,000)
Net cash used in financing activities	(37,045,000)		(7,043,000)
Preferred stock dividends	(3,674,000)		(5,376,000)
Net (decrease) increase in cash, cash equivalents and restricted cash	(17,408,000)		8,148,000
Preferred stock repurchases	(31,784,000)		—
Net cash used in financing activities	(35,358,000)		(4,821,000)
Net decrease in cash, cash equivalents and restricted cash	(16,490,000)		(545,000)
Cash, cash equivalents and restricted cash at beginning of period	30,624,000		15,908,000
Cash, cash equivalents and restricted cash at end of period	$	1413,~~134~~216,000	$	1524,~~363~~056,000
Reconciliation to condensed consolidated balance sheets:
Cash and cash equivalents	$	43,~~068~~545,000	$	617,~~822~~514,000
Restricted cash	109,~~066~~671,000		86,~~541~~542,000
Cash, cash equivalents and restricted cash	$	1413,~~134~~216,000	$	1524,~~363~~056,000

See accompanying notes to condensed consolidated financial statements

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

Note 1. Business and Organization

Cedar Realty Trust, Inc. is a REIT that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers, predominantly located in the Northeast. At ~~June~~September 30, 2025, the Company owned a portfolio of 14 properties.

The Operating Partnership is the entity through which the Company conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. At ~~June~~September 30, 2025, the Company, which is a subsidiary of Wheeler Real Estate Investment Trust, Inc. ("WHLR"), owned a 100.0% interest in, and was the sole general and limited partner of, the Operating Partnership.

As used herein, the "Company" refers to Cedar Realty Trust, Inc. and its subsidiaries on a consolidated basis, including the Operating Partnership, or, where the context so requires, Cedar Realty Trust, Inc. only.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation/Basis of Preparation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by U.S. Generally Accepted Accounting Principles ("GAAP") for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statement disclosures. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The financial statements are prepared on the accrual basis in accordance with GAAP, which requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. Actual results could differ from these estimates. The unaudited condensed consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K").

The unaudited condensed consolidated financial statements include the accounts and operations of the Company, the Operating Partnership, and its subsidiaries. Certain prior year amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to current year presentation.

Supplemental Condensed Consolidated Statements of Cash Flows Information

	Six months ended June 30,
	Nine months ended September 30,
	2025		2024
Supplemental disclosure of cash activities:
Cash paid for interest, excluding loan prepayment premium	$	46,~~111~~219,000	$	46,~~148~~236,000
Supplemental disclosure of non-cash activities:
Buildings and improvements included in accounts payable, accrued expenses, and other liabilities	$	~~132~~1,054,000	$	21,~~184~~094,000

Recently Issued Accounting Pronouncements

Accounting standards that have been recently issued or proposed by the Financial Accounting Standards Board or other standard-setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company's financial position, results of operations and cash flows.

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

Note 3. Real Estate

A significant portion of the Company's land, buildings and improvements serve as collateral for the Company's secured term loans. Accordingly, restrictions exist as to the encumbered properties' transferability, use and other common rights typically associated with property ownership.

The Company's depreciation expense on ~~investment~~real ~~properties~~estate was $1.8 million and $2.10 million for the three months ended ~~June~~September 30, 2025 and 2024, respectively, and $35.3 million and $5.8 million for the nine months ended September 30, 2025 and 2024, respectively. Amortization expense related to deferred costs was $0.1 million and $0.3 million for the three months ended September 30, 2025 and 2024, respectively, and $0.86 million and $0.7 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

Dispositions

The following properties were sold during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024:

Disposal Date	Property	Contract Price		Gain (Loss)		Net Proceeds
March 13, 2025	Oregon Avenue	$	3,000,000	$	90,000	$	2,765,000
February 11, 2025	Webster Commons	14,500,000		2,332,000		13,907,000
September 12, 2024	Kings Plaza	14,200,000		1,703,000		13,746,000
June 26, 2024	Oakland Commons	6,000,000		(55,000)		5,662,000

Impairments

During the three and nine months ended September 30, 2025, the Company recorded impairment charges of approximately $4.4 million on Fieldstone Marketplace, located in New Bedford, Massachusetts. During the three and nine months ended September 30, 2024, the Company recorded impairment charges of approximately $1.1 million on Oregon Avenue, located in Philadelphia, Pennsylvania. These impairment charges are included in operating income in the accompanying condensed consolidated statements of operations.

Assets Held for Sale

As of September 30, 2025, Fieldstone Marketplace, located in New Bedford, Massachusetts, a South Philadelphia undeveloped land parcel, located in Philadelphia, Pennsylvania, and Carll's Corner, located in Bridgeton, New Jersey have been classified as "assets held for sale" in the accompanying condensed consolidated balance sheet, as the Company has committed to a plan to sell these properties within one year. There were no assets held for sale at December 31, 2024.

Assets held for sale consists of the following:


	September 30,		December 31,
	2025		2024
Real estate, net	$	14,380,000	$	—
Receivables, net - unbilled straight-line rent	716,000		—
Deferred costs and other assets, net	590,000		—
Total assets held for sale	$	15,686,000	$	—

Note 4. Fair Value Measurements

The carrying amounts of cash and cash equivalents, restricted cash, receivables, certain other assets, and accounts payable, accrued expenses, and other liabilities approximate their fair value due to their terms and/or short-term nature.

The fair value of the Company's fixed rate secured term loans was estimated using available market information and discounted cash flow analyses based on borrowing rates the Company believes it could obtain with a similar term and maturities. As of ~~June~~September 30, 2025 and December 31, 2024, the fair value of the Company's fixed rate secured term loans, which were determined to be Level 3 within the fair value hierarchy, was $~~134~~137.06 million and $141.1 million, respectively, and the carrying value of such loans, ~~was $134.1 million and $143.0 million, respectively. As of June 30, 2025, the fair value of the April 2025 Bridge Loan approximated the carrying value.~~

Nonfinancial assets and liabilities measured at fair value in the condensed consolidated financial statements consist of real estate held for sale, which, if applicable, are measured on a nonrecurring basis, and have been determined to be (1) Level 2 within the fair value hierarchy, where applicable, based on the respective contracts of sale, adjusted for closing costs and expenses, or (2) Level 3 within the fair value hierarchy, where applicable, based on estimated sales prices, adjusted for closing costs and expenses, determined by discounted cash flow analyses, income capitalization analyses or a sales comparison approach if no contracts had been concluded. The discounted cash flow and income capitalization analyses include all estimated cash inflows and outflows over a specific holding period and, where applicable, any estimated debt premiums. These cash flows were composed of unobservable inputs, which included forecasted rental revenues and expenses based upon existing in-place leases, market conditions and expectations for growth. Capitalization rates and discount rates utilized in these analyses were based upon observable rates that the Company believed to be within a reasonable range of current market rates for the respective properties. The sales comparison approach is utilized for certain land values and includes comparable sales that were completed in the selected market areas. The comparable sales utilized in these analyses were based upon observable per acre rates that the Company believes to be within a reasonable range of current market rates for the respective properties.

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

was $134.3 million and $143.0 million, respectively. As of September 30, 2025, the fair values of the August 2025 Credit Facility (as defined below) and the April 2025 Bridge Loan (as defined below) approximated their carrying values.

Nonfinancial assets and liabilities measured at fair value in the condensed consolidated financial statements consist of assets held for sale, which, if applicable, are measured on a nonrecurring basis, and have been determined to be (1) Level 2 within the fair value hierarchy, where applicable, based on the respective contracts of sale, adjusted for closing costs and expenses, or (2) Level 3 within the fair value hierarchy, where applicable, based on estimated sales prices, adjusted for closing costs and expenses, determined by discounted cash flow analyses, income capitalization analyses or a sales comparison approach if no contracts had been concluded. The discounted cash flow and income capitalization analyses include all estimated cash inflows and outflows over a specific holding period and, where applicable, any estimated debt premiums. These cash flows were composed of unobservable inputs, which included forecasted rental revenues and expenses based upon existing in-place leases, market conditions and expectations for growth. Capitalization rates and discount rates utilized in these analyses were based upon observable rates that the Company believed to be within a reasonable range of current market rates for the respective properties. The sales comparison approach is utilized for certain land values and includes comparable sales that were completed in the selected market areas. The comparable sales utilized in these analyses were based upon observable per acre rates that the Company believes to be within a reasonable range of current market rates for the respective properties.

Note 5. Loans Payable, net

The Company's loans payable are composed of the following:

		June 30, 2025
		September 30, 2025
Description	Maturitydates	Balanceoutstanding		Contractualinterest ratesweighted average
Variable-rate loan:
Variable-rate loans:
April 2025 Bridge Loan	Jan 2026	$	10,000,000	5.6%
August 2025 Credit Facility	Aug 2027	$	10,250,000	7.0%
April 2025 Bridge Loan	Feb 2028	10,000,000		5.5%
Fixed-rate term loans (1):
Timpany Plaza	Sep 2028	11,~~471~~444,000		7.3%
October 2022 Term Loan	Nov 2032	100,441,000		5.3%
Patuxent Crossing/Coliseum Marketplace	Jan 2033	25,000,000		6.4%
		146,912,000		5.6%
		157,135,000		5.7%
Unamortized issuance costs		(2,~~856~~962,000)
Total loans payable, net		$	~~144~~154,~~056~~173,000

(1)Collateralized by 12 properties.

October 2022 Term Loan

On October 28, 2022, the Company entered into a term loan agreement with Guggenheim Real Estate, LLC for $110.0 million at a fixed rate of 5.25% with interest-only payments due monthly (the "October 2022 Term Loan"). Upon the 2025 disposition of Webster Commons, the Company paid down approximately $9.1 million to release the property from collateral and paid a $0.5 million loan prepayment premium.

April 2025 Bridge Loan

On April 4, 2025, the Operating Partnership entered into a bridge loan agreement with KeyBank National Association for $10.0 million (the "April 2025 Bridge Loan"). The interest rate under the April 2025 Bridge Loan is the term SOFR rate plus the applicable margin of 1.30%. Interest payments are due monthly, and any outstanding principal is due at maturity. onIn August 2025, the maturity date was extended from January 4, 2026 to February 15, 2028, with no further extension options. The April 2025 Bridge Loan is guaranteed by the Company and WHLR, with the guarantee secured by $10.0 million of WHLR's cash pledged as collateral. ~~The Company may extend the term of the April 2025 Bridge Loan, at its option, for one three-month period, subject to customary conditions.~~

Scheduled Principal Payments

Scheduled principal payments on indebtedness at June 30, 2025 are as follows:

	Term Loans		April 2025 Bridge Loan		Total
For the remaining six months ending December 31, 2025	$	56,000	$	—	$	56,000
2026	121,000		10,000,000		10,121,000
2027	298,000		—		298,000
2028	13,149,000		—		13,149,000
2029	2,108,000		—		2,108,000
2030	2,223,000		—		2,223,000
Thereafter	118,957,000		—		118,957,000
	$	136,912,000	$	10,000,000	$	146,912,000

Table of Contents

Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

August 2025 Credit Facility

On August 15, 2025, the Operating Partnership entered into a credit facility agreement with KeyBank National Association to draw up to $20.0 million (the "August 2025 Credit Facility") pursuant to which the Operating Partnership may request a loan advance no more frequently than once per calendar month and which can only be used in conjunction with the 2025 Repurchase Program (as defined below). The interest rate under the August 2025 Credit Facility for each draw is at the Company's option of either a base rate, daily simple SOFR or term SOFR, plus an applicable margin. Interest payments are due monthly, and any outstanding principal is due at maturity on August 15, 2027. The total outstanding principal under the August 2025 Credit Facility must be reduced to no greater than $10.0 million by February 15, 2027. The August 2025 Credit Facility is collateralized by three properties, consisting of Carll's Corner, Fieldstone Marketplace, and the South Philadelphia parcels, and is guaranteed by the Company and WHLR.

Scheduled Principal Payments

Scheduled principal payments on indebtedness at September 30, 2025 are as follows:


	Fixed-Rate Term Loans		Variable-Rate Loans		Total
For the remaining three months ending December 31, 2025	$	29,000	$	—	$	29,000
2026	121,000		—		121,000
2027	298,000		10,250,000		10,548,000
2028	13,149,000		10,000,000		23,149,000
2029	2,108,000		—		2,108,000
2030	2,223,000		—		2,223,000
Thereafter	118,957,000		—		118,957,000
	$	136,885,000	$	20,250,000	$	157,135,000

Note 6. Commitments and Contingencies

Lease Commitments

The Company is a lessee under one ground lease agreement at ~~June~~September 30, 2025. As of ~~June~~September 30, 2025, the Company's remaining lease term is approximately 45.97 years, and the discount rate used to calculate the Company's lease liability is approximately 8.6%. Rent expense under the Company's ground lease agreements was approximately $0.1 million for each of the three months ended September 30, 2025 and ~~six~~2024. Rent expense under the Company's ground lease agreements was approximately $0.2 million for each of the nine months ended ~~June~~September 30, 2025 and 2024.

Litigation

The Company is involved in various legal proceedings in the ordinary course of its business, including, but not limited to commercial disputes. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company records a liability when it considers the loss probable and the amount can be reasonably estimated.

Preferred stockholders of the Company have filed a putative class action suit against the directors of the Company prior to its August 2022 merger (the "Merger") with a WHLR subsidiary (collectively, the "Former Directors") in the Circuit Court for Montgomery County, Maryland captioned Anthony Aquino, et al. v. Bruce Schanzer, et al., Case No.: C-15-CV-25-000731 (the "Aquino Action"). The Aquino Action alleges that the Former Directors breached their fiduciary duties to the Company’s preferred stockholders through the Merger. The claims in the Aquino Action mirror the fiduciary duty breach claims that were a subject of the putative class action complaint entitled Kim, et al., v. Cedar Realty Trust, Inc., et al. (the "Kim Action"), which was dismissed with prejudice in 2023 by the United States District Court for the District of Maryland. The dismissal was affirmed on appeal to the United States Court of Appeals for the Fourth Circuit in 2024. The Aquino Action alleges that the courts in the Kim Action misinterpreted Maryland law on fiduciary duties to preferred stockholders. The Former Directors have filed a motion to dismiss the Aquino Action. The court has provided the parties with an opportunity to submit supplemental briefing prior to holding a hearing on that motion. Neither the Company nor WHLR have been sued in the Aquino Action. The Company has a contractual obligation to indemnify the Former Directors., ~~The~~including ~~Former~~for ~~Directors~~reasonable ~~have~~costs ~~filed~~and tolegal ~~dismiss the Aquino Action, which has been fully briefed~~fees. At this juncture, the outcome of the litigation remains uncertain.

Note 7. Shareholders' Equity

Preferred Stock

The Company is authorized to issue up to 12,500,000 shares of preferred stock, in the aggregate. The following tables summarize details about the Company's preferred stock:

	Series BPreferred Stock		Series CPreferred Stock
Par value	$	0.01	$	0.01
Liquidation value	$	25.00	$	25.00
	June 30, 2025				December 31, 2024
	Series BPreferred Stock		Series CPreferred Stock		Series BPreferred Stock		Series CPreferred Stock
Shares authorized	6,050,000		6,450,000		6,050,000		6,450,000
Shares issued and outstanding	857,237		2,907,535		1,449,609		4,208,694
Balance	$	20,560,000	$	72,557,000	$	34,767,000	$	105,027,000

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

Note 7. Shareholders' Equity

Preferred Stock

The Company is authorized to issue up to 12,500,000 shares of preferred stock, in the aggregate. The following tables summarize details about the Company's preferred stock:


	Series B Preferred Stock		Series C Preferred Stock
Par value	$	0.01	$	0.01
Liquidation value	$	25.00	$	25.00

	September 30, 2025				December 31, 2024
	Series B Preferred Stock		Series C Preferred Stock		Series B Preferred Stock		Series C Preferred Stock
Shares authorized	6,050,000		6,450,000		6,050,000		6,450,000
Shares issued and outstanding	857,237		2,287,466		1,449,609		4,208,694
Balance	$	20,560,000	$	57,083,000	$	34,767,000	$	105,027,000

Dividends

The following table provides a summary of dividends declared and paid per share:

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
7.25% Series B Preferred Stock	$	0.453125	$	0.453125	$	01.~~906250~~359375	$	01.~~906250~~359375
6.50% Series C Preferred Stock	$	0.406250	$	0.406250	$	01.~~812500~~218750	$	01.~~812500~~218750

Stock Repurchase ~~Program~~Programs

On August 8, 2024, the Company's Board of Directors authorized the repurchase of up to an aggregate amount of $10.0 million of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock") and 6.50% Series C Cumulative Redeemable Preferred Stock (the "Series C Preferred Stock" and, together with the Series B Preferred Stock, the "Preferred Stock") over a period of twelve months (the "2024 Repurchase Program")~~. The timing~~, ~~price~~which ~~and~~expired ~~actual number of shares of Preferred Stock repurchased under the Repurchase Program will depend~~ on aAugust ~~variety of factors~~8, ~~including price, market conditions and regulatory requirements~~2025. The repurchases may be made in the open market, in privately negotiated transactions or by other means, as determined by management. The Company is not required to repurchase any shares of Preferred Stock under the Repurchase Program.

~~There~~On ~~were~~August no8, ~~repurchases~~2025, the Company's Board of Directors authorized the ~~Series~~repurchase Bof up to an aggregate amount of $20.0 million of the Company's Preferred Stock over a period of twenty-four months (the "2025 Repurchase Program"). The 2025 Repurchase Program was publicly announced on August 12, 2025. The timing, price and ~~Series~~actual Cnumber of shares of Preferred Stock repurchased under the 2025 Repurchase Program ~~during~~will ~~the~~depend ~~three~~on a variety of factors, including price, market conditions and ~~six~~regulatory ~~months~~requirements. ~~ended~~The ~~June 30~~repurchases may be made in the open market, ~~2025~~in privately negotiated transactions, block trades or by other means, as determined by management. The 2025 Repurchase Program supersedes the 2024 Repurchase Program.

There were no repurchases of the Series B Preferred Stock and Series C Preferred Stock under the 2024 Repurchase Program during the three and nine months ended September 30, 2025.

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2025

(unaudited)

The following table provides a summary of stock repurchase activity under the 2025 Repurchase Program. There were no repurchases of the Series B Preferred Stock during the three months ended September 30, 2025.









Series C Preferred Stock
Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2025 through July 31, 2025	—	$	—	—	$	—
August 1, 2025 through August 31, 2025	309,491	$	16.13	309,491	$	15,008,000
September 1, 2025 through September 30, 2025	310,578	$	16.15	310,578	$	9,993,000
Total	620,069			620,069

(1)Reflects the dollar value of shares that may yet be repurchased under the 2025 Repurchase Program announced on August 12, 2025.

For the three and nine months ended September 30, 2025, the Company recognized a $4.9 million deemed contribution in relation to the 2025 Repurchase Program, which represents the difference between the carrying value of the Series C Preferred Stock and the amounts paid in conjunction with the 2025 Repurchase Program. The deemed contribution is included in the condensed consolidated statement of operations to arrive at net (loss) income attributable to common shareholders.

Tender Offers

On December 27, 2024, the Company announced and commenced a second "modified Dutch auction" tender offer to purchase up to an aggregate amount paid of $12.5 million of shares of Series C Preferred Stock at a price of not less than $13.75 nor greater than $15.75 per share of Series C Preferred Stock, to the sellers in cash, less any applicable withholding taxes and without interest (the "December 2024 Tender Offer"). On January 28, 2025, the December 2024 Tender Offer expired in accordance with its terms. An aggregate of 645,276 shares of Series C Preferred Stock were properly tendered and not properly withdrawn at or below the final purchase price of $15.75 per share. The Company purchased all such shares for an aggregate price of approximately $10.2 million, excluding related fees and expenses.

On February 21, 2025, the Company announced and commenced concurrent but separate offers to purchase up to an aggregate amount paid of $9.5 million of (i) up to 584,615 shares of Series C Preferred Stock for a purchase price of $16.25 per share, in cash, (the "February 2025 Series C Offer") and (ii) up to 535,211 shares of Series B Preferred Stock for a purchase price of $17.75 per share, in cash (the "February 2025 Series B Offer" and, together with the February 2025 Series C Offer, the "February 2025 Tender Offers"), each less any applicable withholding taxes and without interest. The February 2025 Tender Offers were intended to expire at 5:00 p.m., New York City time, on March 21, 2025.

On March 21, 2025, the February 2025 Series C Offer expired in accordance with its terms. The Company purchased 655,883 shares of Series C Preferred Stock that were properly tendered and not properly withdrawn at the purchase price of $16.25 per share, which includes 71,268 shares that the Company elected to purchase pursuant to its ability to purchase up to an additional 2% of its outstanding Series C Preferred Stock. The aggregate price for the Series C Preferred Stock purchased in the February 2025 Series C Offer was approximately $10.7 million, excluding related fees and expenses.

On March 21, 2025, the February 2025 Series B Offer was extended to expire at 5:00 p.m., New York City time, on April 4, 2025, and the aggregate amount of shares that could be purchased pursuant to the February 2025 Tender Offers was increased by $10 million, such that up to 563,380 Series B shares could be purchased in the February 2025 Series B Offer. On April 4, 2025, the February 2025 Series B Offer expired in accordance with its terms. An aggregate of 787,343 shares of Series B Preferred Stock were properly tendered and not properly withdrawn at the purchase price of $17.75 per share. The Company accepted for purchase 592,372 shares of Series B Preferred Stock that were properly tendered and not properly withdrawn, which included 28,992 shares that the Company elected to purchase pursuant to its ability to purchase up to an additional 2% of its outstanding Series B Preferred Stock. The aggregate purchase price for the Series B Preferred Stock purchased in the February 2025 Series B Offer was approximately $10.5 million, excluding fees and expenses relating to the February 2025 Series B Offer.

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

For the three months ended ~~June~~September 30, 2025, the Company ~~recognized~~did anot ~~$3.2 million~~recognize any deemed ~~contribution~~contributions in relation to the ~~February 2025 Series B Offer, which represents the difference between the carrying value of the Series B Preferred Stock and the amounts paid in conjunction with the~~ tender ~~offer~~offers. For the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized a $13.4 million deemed contribution in relation to the December 2024 Tender Offer and the February 2025 Tender Offers, which represents the difference between the carrying value of the Preferred Stock and the amounts paid in conjunction with the tender offers. The deemed contributions are included in the condensed consolidated statement of operations to arrive at net ~~income~~ (loss) income attributable to common shareholders.

Note 8. Revenues and Tenant Receivables

Tenant Receivables

As of ~~June~~September 30, 2025 and December 31, 2024, the Company's allowance for uncollectible tenant receivables totaled $0.1 million and $0.3 million, respectively. At each of ~~June~~September 30, 2025 and December 31, 2024, there was $4.3.7 million and $4.1 million, respectively, in unbilled straight-line rent, which is included in "Receivables, net".

Revenues

Revenues are comprised of the following:

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Base rents	$	45,~~957~~044,000	$	65,~~207~~985,000	$	1015,~~122~~166,000	$	1218,~~391~~376,000
Tenant reimbursements - variable lease revenue	1,~~930~~506,000		1,~~998~~892,000		35,~~927~~448,000		46,~~270~~162,000
Percentage rents - variable lease revenue	94147,000		84107,000		~~185~~332,000		~~163~~270,000
Straight-line rents	~~141~~132,000		9127,000		~~424~~556,000		67194,000
Above (below) market lease amortization, net	4645,000		6145,000		91136,000		~~136~~181,000
Other	~~256~~41,000		~~241~~162,000		~~279~~305,000		~~291~~453,000
	7,424,000		8,600,000		15,028,000		17,318,000
	6,915,000		8,318,000		21,943,000		25,636,000
Credit adjustments on operating lease receivables	31(61,000)		11(207,000)		(~~158~~219,000)		58(149,000)
Total revenues	$	76,~~455~~854,000	$	8,~~611~~111,000	$	1421,~~870~~724,000	$	1725,~~376~~487,000

Note 9. Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing net ~~income~~ (loss) income attributable to the Company's common shareholders by the weighted average number of common shares outstanding for the period. The following table provides a reconciliation of the numerator and denominator of the EPS calculations:

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Numerator
Net (loss) income	$	(~~133~~5,049,000)	$	18357,000	$	1(3,~~312~~737,000)	$	~~341~~698,000
Preferred stock dividends	(1,~~447~~455,000)		(2,~~688~~674,000)		(34,~~311~~766,000)		(58,~~376~~050,000)
Deemed contribution related to preferred stock repurchases	34,~~185~~908,000		—828,000		1318,~~434~~342,000		—828,000
Net income (loss) attributable to common shares	$	1,605,000	$	(2,670,000)	$	11,435,000	$	(5,035,000)
Net (loss) income attributable to common shares	$	(1,596,000)	$	(1,489,000)	$	9,839,000	$	(6,524,000)
Denominator
Weighted average number of common shares outstanding	13,718,169		13,718,169		13,718,169		13,718,169
Net income (loss) per common share attributable to common shareholders	$	0.12	$	(0.19)	$	0.83	$	(0.37)
Net (loss) income per common share attributable to common shareholders	$	(0.12)	$	(0.11)	$	0.72	$	(0.48)

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

Note 10. Segment Reporting

The Company's Chief Executive Officer is the Chief Operating Decision Maker ("CODM"). The Company's primary business is the ownership and operation of grocery-anchored shopping centers. The CODM reviews operating and financial information for each property on an individual basis and, accordingly, each property represents an individual operating segment. The CODM uses net operating income ("NOI") to assist in making decisions on how to allocate resources and assess the Company's financial performance. The Company defines NOI as revenues (rental and other revenues), less real estate and other property-related taxes, insurance and property operating expenses. CAM expenses, utilities, ground rent and management fees are reviewed by the CODM collectively as property operating expenses. The Company has no operations outside of the United States of America. Therefore, the Company has aggregated its properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in similar markets, and have similar tenant mixes.

The following tables provide information about the Company's segment revenues, significant segment expenses, NOI and a reconciliation of NOI to the Company’s consolidated operating income:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

2025

2024

2025

2024

Revenues

76,~~455~~854,000

8,~~611~~111,000

1421,~~870~~724,000

1725,~~376~~487,000

Operating expenses:

Real estate and other property-related taxes

1,~~108~~154,000

1,~~429~~127,000

23,~~248~~396,000

23,~~816~~943,000

Insurance

~~225~~133,000

~~260~~247,000

~~452~~586,000

~~516~~763,000

Property operating expenses

1,~~194~~167,000

1,~~562~~755,000

24,~~886~~057,000

35,~~680~~435,000

Total

2,~~527~~454,000

3,~~251~~129,000

58,~~586~~039,000

710,~~012~~141,000

Net operating income

4,~~928~~400,000

54,~~360~~982,000

913,~~284~~685,000

1015,~~364~~346,000

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net operating income	$	4,~~928~~400,000	$	54,~~360~~982,000	$	913,~~284~~685,000	$	1015,~~364~~346,000
Add (deduct):
Corporate general and administrative	(~~833~~478,000)		(~~652~~525,000)		(1,~~486~~965,000)		(1,~~264~~789,000)
Depreciation and amortization	(1,~~990~~937,000)		(2,~~323~~272,000)		(35,~~966~~903,000)		(46,~~215~~487,000)
(Loss) gain on sales	—		(55,000)		2,422,000		(55,000)
Gain on sales, net	—		1,703,000		2,422,000		1,648,000
Operating income	$	2,105,000	$	2,330,000	$	6,254,000	$	4,830,000
Impairment charges	(4,436,000)		(1,064,000)		(4,436,000)		(1,064,000)
Operating (loss) income	$	(2,451,000)	$	2,824,000	$	3,803,000	$	7,654,000

Note 11. Related Party Transactions

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company pursuant to that certain Wheeler Real Estate Company Management Agreement entered into in August 2022 by and between Wheeler Real Estate LLC, a wholly-owned subsidiary of WHLR, and the Company and its subsidiaries (the "Wheeler Real Estate Company Management Agreement"). The management fee is 4% of gross operating income; leasing commissions range from 3% to 6%, and sales commissions range from 0% to 4%, contingent on third-party broker arrangement. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company paid WHLR $0.20 million and $0.7 million, respectively, for these services. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company paid WHLR $0.60 million and $0.9 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to a cost sharing and reimbursement agreement pursuant to which the parties agreed to share costs and expenses associated with certain employees, certain facilities and

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Cedar Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2025

(unaudited)

~~pursuant to which the parties agreed to share costs and expenses associated with certain employees, certain facilities and~~ property, and certain arrangements with third parties (the "Cost Sharing Agreement"). The related party amounts due to WHLR are comprised of:

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Financings and real estate taxes	$	7,166,000	$	7,166,000
Management fees	~~683~~953,000		634,000
Leasing commissions	~~580~~802,000		548,000
Sales commissions	488,000		343,000
Cost Sharing Agreement allocations (1)	~~985~~1,257,000		800,000
Total	$	910,~~902~~666,000	$	9,491,000

(1)Includes allocations for executive compensation and directors and officers liability insurance.

Note 12. Subsequent Events

Dividends

On ~~July~~October 2831, 2025, the Company announced that the Company's Board of Directors declared dividends of $0.453125 and $0.406250 per share with respect to the Company's Series B Preferred Stock and Series C Preferred Stock, respectively. The dividends are payable on ~~August~~November 20, 2025 to shareholders of record of the Series B Preferred Stock and Series C Preferred Stock, as applicable, on ~~August~~November 810, 2025.

17Dispositions

On October 29, 2025, the Company sold an undeveloped land parcel, located in South Philadelphia, Pennsylvania, for $4.4 million.

On October 31, 2025, the Company sold Carll's Corner, a 116,532 sq ft retail center located in Bridgeton, New Jersey, for $3.7 million.

On November 3, 2025, the Company sold Fieldstone Marketplace, a 193,836 sq ft retail center located in New Bedford, Massachusetts, for $12.2 million.

August 2025 Credit Facility and April 2025 Bridge Loan

The Company used the proceeds from the three dispositions discussed above to pay down $10.3 million of the August 2025 Credit Facility and $4.0 million of the April 2025 Bridge Loan.

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

The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion should be read in conjunction with the Company's unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Form 10-Q, along with the audited consolidated financial statements and related notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2024 Form 10-K.

In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations and intentions as further described under the caption above entitled "Cautionary Note on Forward-Looking Statements." Our actual results or other events and the timing of events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the caption above entitled "Cautionary Note on Forward-Looking Statements." These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry.

Executive Summary

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

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to leases. The Company's operating results therefore depend on the ability of its tenants to make the payments required by the terms of their leases. The Company primarily focuses its investment activities on grocery-anchored shopping centers. The Company believes that, because of the need of consumers to purchase food and other staple goods and services generally available at such centers, its type of "necessities-based" properties should provide relatively stable revenue flows even during difficult economic times.

Significant Circumstances and Transactions

August 2025 Credit Facility

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

Dispositions

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


Disposal Date	Property	Contract Price		Gain (Loss)		Net Proceeds
March 13, 2025	Oregon Avenue	$	3,000,000	$	90,000	$	2,765,000
February 11, 2025	Webster Commons	14,500,000		2,332,000		13,907,000

~~Tender~~Assets ~~Offers~~Held for Sale

As of ~~June~~ September 30, 2025, ~~the~~assets ~~Company~~held ~~completed~~for ~~the~~sale ~~December~~of ~~2024~~approximately ~~Tender~~$15.7 ~~Offer~~million ~~and~~relates ~~February~~to ~~2025~~Fieldstone ~~Tender~~Marketplace, ~~Offers.~~located ~~See~~in ~~Liquidity~~New ~~and~~Bedford, ~~Capital~~Massachusetts, ~~Resources~~a ~~below~~South Philadelphia undeveloped land parcel, ~~and~~located ~~Note~~in 7Philadelphia, ~~Shareholders~~Pennsylvania, and Carll's ~~Equity~~Corner, tolocated in Bridgeton, New Jersey. During the ~~accompanying~~three ~~condensed~~and ~~consolidated~~nine ~~financial~~months ~~statements~~ended September 30, 2025, the Company recorded impairment charges of approximately $4.4 million on Fieldstone Marketplace, located in New Bedford, Massachusetts.

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Stock Repurchase Programs

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

Related Party Transactions

The Company is a subsidiary of WHLR. WHLR performs property management and leasing services for the Company pursuant to the Wheeler Real Estate Company Management Agreement. The management fee is 4% of gross operating income; leasing commissions range from 3% to 6%, and sales commissions range from 0% to 4%, contingent on third-party broker arrangement. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company paid WHLR $0.20 million and $0.7 million, respectively, for these services. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company paid WHLR $0.60 million and $0.9 million, respectively, for these services. The Operating Partnership and WHLR's operating partnership, Wheeler REIT, L.P., are party to the Cost Sharing Agreement. As of ~~June~~September 30, 2025 and December 31, 2024, the related party amounts due to WHLR were $910.97 million and $9.5 million, respectively.

Critical Accounting Policies

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition and the allowance for doubtful accounts receivable, real estate investments and purchase accounting allocations related thereto, and asset impairment. Management's estimates are based both on information that is currently available and on various other assumptions management believes to be reasonable under the circumstances. Actual results could differ from those estimates and those estimates could be different under varying assumptions or conditions.

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recognition and the allowance for doubtful accounts receivable, real estate investments and purchase accounting allocations related thereto, and asset impairment. Management's estimates are based both on information that is currently available and on various other assumptions management believes to be reasonable under the circumstances. Actual results could differ from those estimates and those estimates could be different under varying assumptions or conditions.

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

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Results of Operations

Quarter-To-Date Comparison

	Three months ended June 30,				Change
	Three months ended September 30,				Change
	2025		2024		Dollars		Percent
Revenues	$	76,~~455~~854,000	$	8,~~611~~111,000	$	(1,~~156~~257,000)	(1315.45%)
Property operating expenses	(2,~~527~~454,000)		(3,~~251~~129,000)		~~724~~675,000		(2221.36%)
Net operating income	4,~~928~~400,000		54,~~360~~982,000		(~~432~~582,000)
Corporate general and administrative	(~~833~~478,000)		(~~652~~525,000)		~~(181~~47,000)		27(9.80%)
Depreciation and amortization	(1,~~990~~937,000)		(2,~~323~~272,000)		~~333~~335,000		(14.37%)
(Loss) on sale	—		(55,000)		55,000		n/a
Gain on sale	—		1,703,000		(1,703,000)		n/a
Interest expense, net	(2,238,000)		(2,312,000)		74,000		(3.2%)
Impairment charges	(4,436,000)		(1,064,000)		(3,372,000)		316.9%
Net (loss) income	$	(133,000)	$	18,000	$	(151,000)
Interest expense, net	(2,598,000)		(2,467,000)		(131,000)		5.3%
Net (loss) income	$	(5,049,000)	$	357,000	$	(5,406,000)

Revenues were lower primarily as a result of (1) a decrease of $1.8439 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, (2) a decrease of $0.12 million in other income attributable to one time transactions, partially offset by (23) an increase of $0.5223 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (34) an increase of $0.1201 million in market lease amortization and straight line rents.

Property operating expenses were lower primarily as a result of (1) a decrease of $0.7687 million in property operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.0420 million in property operating expenses attributable to same center properties.

Corporate general and administrative costs were ~~higher~~lower primarily as a result of ana ~~increase~~decrease in ~~payroll~~license ~~allocations~~fees and ~~professional fees~~taxes.

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.2924 million in depreciation and amortization attributable to properties that were sold in 2024 and 2025 and (2) a decrease of $0.0410 million in depreciation and amortization attributable to same center properties.

~~Loss~~Gain on sale in 2024 relates to the sale of ~~Oakland~~Kings ~~Commons~~Plaza, located in ~~Bristol~~New Bedford, ~~Connecticut~~Massachusetts.

~~Interest~~Impairment ~~expense,~~charges ~~net was lower as a result of (1) a decrease of $0.06 million~~ in ~~interest~~2025 ~~expense~~relate ~~due~~ to aFieldstone ~~decrease~~Marketplace, located in ~~the~~New ~~overall weighted average principal debt balance~~Bedford, ~~(2)~~Massachusetts aand ~~decrease of $0.05 million~~ in ~~amortization~~2024 ~~expense~~relate ofto ~~deferred~~Oregon ~~financing costs~~Avenue, ~~(3)~~located ~~an increase of $0.01 million~~ in ~~interest income~~Philadelphia, ~~partially offset by (4) an increase of $0~~Pennsylvania.~~05 million in interest expense due to an increase in the overall weighted average interest rate.~~

19Interest expense, net was higher as a result of (1) an increase of $0.27 million in default interest expense relating to a default notice received for one of the Company's fixed term loans, which was subsequently cured, (2) an increase of $0.09 million due to an increase in the overall weighted average principal debt balance, (3) a decrease of $0.02 million in interest income, partially offset by (4) a decrease of $0.24 million in amortization expense of deferred financing costs.

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Year-To-Date Comparison

	Six months ended June 30,				Change
	Nine months ended September 30,				Change
	2025		2024		Dollars		Percent
Revenues	$	1421,~~870~~724,000	$	1725,~~376~~487,000	$	(23,~~506~~763,000)	(14.48%)
Property operating expenses	(58,~~586~~039,000)		(710,~~012~~141,000)		12,~~426~~102,000		(20.37%)
Net operating income	913,~~284~~685,000		1015,~~364~~346,000		(1,~~080~~661,000)
Corporate general and administrative	(1,~~486~~965,000)		(1,~~264~~789,000)		(~~222~~176,000)		179.68%
Depreciation and amortization	(35,~~966~~903,000)		(46,~~215~~487,000)		~~249~~584,000		(5.9.0%)
Gain (loss) on sales	2,422,000		(55,000)		2,477,000		n/a
Gain on sales, net	2,422,000		1,648,000		774,000		47.0%
Interest expense, net	(4,224,000)		(4,489,000)		265,000		(5.9%)
Impairment charges	(4,436,000)		(1,064,000)		(3,372,000)		316.9%
Interest expense, net	(6,822,000)		(6,956,000)		134,000		(1.9%)
Loss on loan prepayment	(718,000)		—		(718,000)		n/a
Net income	$	1,312,000	$	341,000	$	971,000
Net (loss) income	$	(3,737,000)	$	698,000	$	(4,435,000)

Revenues were lower primarily as a result of (1) a decrease of $34.4281 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to properties that were sold in 2024 and 2025, (2) a decrease of $0.15 million in other income attributable to one time transactions, partially offset by (23) an increase of $0.5680 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to same center properties and (34) an increase of $0.3132 million in market lease amortization and straight line rents.

Property operating expenses were lower primarily as a result of (1) a decrease of $12.4431 million in property operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.0121 million in property operating expenses attributable to same center properties.

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

Depreciation and amortization expenses were lower primarily as a result of (1) a decrease of $0.7195 million in depreciation and amortization attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.4636 million in depreciation and amortization attributable to same center properties.

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

~~Interest~~Impairment ~~expense,~~charges ~~net~~in ~~was~~2025 ~~lower~~relate asto aFieldstone ~~result of (1) an increase of $0.11 million in interest income~~Marketplace, ~~(2)~~located ~~a decrease of $0.09 million~~ in ~~amortization~~New ~~expense of deferred financing costs~~Bedford, ~~(3)~~Massachusetts aand ~~decrease of $0.05 million~~ in ~~interest~~2024 ~~expense~~relate ~~due~~ to aOregon ~~decrease~~Avenue, inlocated ~~the overall weighted average principal debt balance and (4) a decrease of $0.01 million~~ in ~~interest~~Philadelphia, ~~expense due to a decrease in the overall weighted average interest rate~~Pennsylvania.

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

Loss on loan prepayment in 2025 relates to the October 2022 Term Loan, including accelerated amortization of $0.20 million.

2022

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Same-Property Net Operating Income

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

The most directly comparable GAAP financial measure is consolidated operating income. Same-Property NOI should not be considered as an alternative to consolidated operating income prepared in accordance with GAAP or as a measure of liquidity. Further, Same-Property NOI is a measure for which there is no standard industry definition and, as such, it is not consistently defined or reported on among the Company's peers, and thus may not provide an adequate basis for comparison among REITs.

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

	For the three months ended June 30,						For the six months ended June 30,
	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024
Operating income	$	2,105,000		$	2,330,000		$	6,254,000		$	4,830,000
Operating (loss) income	$	(2,451,000)		$	2,824,000		$	3,803,000		$	7,654,000
Add (deduct):
Corporate general and administrative	~~833~~478,000			~~652~~525,000			1,~~486~~965,000			1,~~264~~789,000
Gain on sales	—			55(1,703,000)			(2,422,000)			55(1,648,000)
Depreciation and amortization	1,990,000			2,323,000			3,966,000			4,215,000
Impairment charges	4,436,000			1,064,000			4,436,000			1,064,000
Straight-line rents	(141,000)			(9,000)			(424,000)			(67,000)
Depreciation and amortization	1,937,000			2,272,000			5,903,000			6,487,000
Above (below) market lease amortization, net	(46,000)			(61,000)			(91,000)			(136,000)
Straight-line rents	(132,000)			(127,000)			(556,000)			(194,000)
Other non-property revenue	(54,000)			(10,000)			(57,000)			(14,000)
Above (below) market lease amortization, net	(45,000)			(45,000)			(136,000)			(181,000)
NOI related to properties not defined as same-property	59,000			(1,018,000)			105,000			(1,878,000)
Other non-property revenue	(7,000)			(116,000)			(68,000)			(131,000)
Same-Property NOI	$	4,746,000		$	4,262,000		$	8,817,000		$	8,269,000
NOI related to properties not defined as same-property	6,000			(512,000)			112,000			(2,391,000)
Same-Property NOI	$	4,222,000		$	4,182,000		$	13,037,000		$	12,449,000
Number of same properties	14			14			14			14
Same-property occupancy, end of period	8687.20		%	8586.48		%	8687.20		%	8586.48		%
Same-property leased, end of period	8788.04		%	89.57		%	8788.04		%	89.57		%
Same-property average base rent, end of period	$	10.7980		$	10.9072		$	10.7980		$	10.9072

Same-Property NOI for the three and ~~six~~nine months ended ~~June~~September 30, 2025 increased 111.40% and 64.67%, respectively, compared to the same periods in the prior year. ~~The~~Same-Property ~~increases~~NOI was relatively flat for the three ~~and~~months ~~six~~ended September 30, 2025. The increase for the nine months ended ~~June~~September 30, 2025 ~~were~~was primarily due to an increase in ~~occupancy~~expense ~~and positive rent spreads on renewals~~recoveries.

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Leasing Activity

The following is a summary of the Company's retail leasing activity for our portfolio:

	Three months ended June 30,						Six months ended June 30,
	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Renewals (1):
Leases renewed with rate increase (sq feet)	7638,~~059~~669			3680,~~918~~865			~~150~~189,~~449~~118			69150,~~185~~050
Leases renewed with rate decrease (sq feet)	—			~~1,375~~—			—			1,375
Leases renewed with no rate change (sq feet)	1,~~375~~647			—15,658			13,~~375~~022			—15,658
Total leases renewed (sq feet)	7740,~~434~~316			3896,~~293~~523			~~151~~192,~~824~~140			70167,~~560~~083
Leases renewed with rate increase (count)	58			710			1321			1020
Leases renewed with rate decrease (count)	—			1—			—			1
Leases renewed with no rate change (count)	1			—2			12			—2
Total leases renewed (count)	69			812			1423			1123
Option exercised (count)	23			2			710			46
Weighted average on rate increases (per sq foot)	$	02.4221		$	1.4834		$	0.6597		$	1.0722
Weighted average on rate decreases (per sq foot)	$	—		$	~~(7.32)~~—		$	—		$	(7.32)
Weighted average on all renewals (per sq foot)	$	02.4212		$	1.1712		$	0.6596		$	01.9103
Weighted average change of renewals over prior rates	1013.576		%	910.253		%	810.936		%	57.739		%
New Leases (1) (2):
New leases (sq feet)	1635,~~702~~097			348,~~776~~290			1651,~~702~~799			5058,~~481~~771
New leases (count)	54			64			59			1014
Weighted average rate (per sq foot)	$	219.8909		$	1116.0073		$	2113.8922		$	1213.7430
Weighted average change of new leases over prior rates	(214.408		%)	(313.724		%)	(24.409		%)	(78.476		%)

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

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

Liquidity and Capital Resources

The Company funds operating expenses and other liquidity requirements, including debt service and loan maturities, tenant improvements, and leasing commissions, primarily from its operations, asset sales and the $1413.12 million in cash, cash equivalents and restricted cash as of ~~June~~September 30, 2025. As of ~~June~~September 30, 2025, the Company did not have any scheduled debt maturities for the twelve months ending ~~June~~September 30, 2026, except for the ~~$10.0~~principal ~~million~~payments ~~April~~relating ~~2025~~to ~~Bridge~~Timpany ~~Loan, which is guaranteed by the Company and WHLR, with the guarantee secured by $10~~Plaza.~~0 million~~ ~~of WHLR's cash pledged as collateral.~~ The Company is working to increase revenue by improving occupancy, which includes backfilling vacant anchor spaces and replacing defaulted tenants. Tenant improvements and leasing commissions for these efforts will be partially funded by restricted cash, strategic disposition of assets and financing of properties.

In 2024 and through the ~~six~~nine months ended ~~June~~September 30, 2025, the Company has repurchased a total of 592,372 shares of Series B Preferred Stock and 2,~~092~~712,~~465~~534 shares of Series C Preferred Stock for a total purchase price of approximately $4252.4 million, excluding fees and expenses. These repurchases were funded by asset sales, ~~and~~ the April 2025 Bridge Loan and the August 2025 Credit Facility. The shares purchased in 2024 and through ~~the~~September ~~February~~30, 2025 ~~Tender Offers~~ will reduce future annual dividend payments by $45.5 million. The Company intends to continue repurchasing its Preferred Stock as both series are currently trading at a discount to their liquidation value, presenting a strategic opportunity to buy back shares at favorable prices. By reducing the number of shares eligible for dividend ~~payments, the~~

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

The Company has $1.61 million outstanding construction commitments at ~~June~~September 30, 2025.

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

Net Cash Flows

	Six months ended June 30,
	Nine months ended September 30,
	2025		2024
Cash flows provided by (used in):
Operating activities	$	45,~~034~~223,000	$	45,~~088~~755,000
Investing activities	14,~~834~~414,000		~~188~~9,436,000
Financing activities	(3537,~~358~~045,000)		(47,~~821~~043,000)

Operating Activities

Net cash provided by operating activities, before net changes in operating assets and liabilities, was $34.59 million for the ~~six~~nine months ended ~~June~~September 30, 2025. Net cash provided by operating activities, before net changes in operating assets and liabilities, was $4.7.1 million for the ~~six~~nine months ended ~~June~~September 30, 2024.

Investing Activities

Net cash flows provided by investing activities were primarily the result of net proceeds received from the sales of real estate, partially offset by the Company's expenditures for property improvements. During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company received $13.9 million of net proceeds from the sale of Webster Commons and $2.8 million of net proceeds from the sale of Oregon Avenue, partially offset by $12.83 million of expenditures incurred for property improvements. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company received $13.7 million of net proceeds from the sale of Kings Plaza and $5.7 million of net proceeds from the sale of Oakland Commons, partially offset by $510.50 million of expenditures incurred for property improvements.

Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company repurchased $3141.89 million of preferred stock, paid down borrowings of $9.2 million primarily under the October 2022 Term Loan Agreement, paid $35.72 million of preferred stock dividends, paid $0.5 million in a loan prepayment premium and paid $0.25 million of deferred financing costs, which was partially offset by $10.3 million of proceeds received from the August 2025 Credit Facility and $10.0 million of proceeds received from the April 2025 Bridge Loan. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company paid $58.41 million of preferred stock dividends, paid down borrowings of $35.62 million under the $9.5 million revolving credit agreement entered into on February 29, 2024 ("Revolving Credit Agreement"), repurchased $1.0 million of preferred stock and paid $0.4 million of deferred financing costs, which was partially offset by $35.62 million of proceeds received from the Revolving Credit Agreement and $12.05 million of proceeds from the Timpany Plaza Loan Agreement.

Funds From Operations

We use funds from operations ("FFO"), a non-GAAP measure, as an alternative measure of our operating performance, specifically as it relates to results of operations and liquidity. We compute FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999, April 2002 and December 2018). As defined by Nareit, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate-related depreciation and amortization (excluding amortization of loan origination costs), plus impairment of real estate related long-lived assets and after adjustments for unconsolidated partnerships and joint ventures. Most industry analysts and equity REITs, including us, consider FFO to be an appropriate supplemental measure of operating performance because, by excluding gains ~~or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating~~

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or losses on dispositions and excluding depreciation, FFO is a helpful tool that can assist in the comparison of the operating performance of a company’s real estate between periods, or as compared to different companies. Management uses FFO as a supplemental measure to conduct and evaluate our business because there are certain limitations associated with using GAAP net income alone as the primary measure of our operating performance. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.

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.

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

	Three months ended June 30,				Six months ended June 30,
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net income (loss) attributable to common shareholders	$	1,605,000	$	(2,670,000)	$	11,435,000	$	(5,035,000)
Net (loss) income attributable to common shareholders	$	(1,596,000)	$	(1,489,000)	$	9,839,000	$	(6,524,000)
Real estate depreciation and amortization	1,~~990~~937,000		2,~~323~~272,000		35,~~966~~903,000		46,~~215~~487,000
Loss (gain) on sales	—		55,000		(2,422,000)		55,000
Gain on sales, net	—		(1,703,000)		(2,422,000)		(1,648,000)
FFO applicable to common shares	3,595,000		(292,000)		12,979,000		(765,000)
Impairment charges	4,436,000		1,064,000		4,436,000		1,064,000
Deemed contribution related to preferred stock repurchases	(3,185,000)		—		(13,434,000)		—
FFO applicable to common shares	4,777,000		144,000		17,756,000		(621,000)
Straight-line rents	(141,000)		(9,000)		(424,000)		(67,000)
Deemed contribution related to preferred stock repurchases	(4,908,000)		(828,000)		(18,342,000)		(828,000)
Deferred financing costs amortization	169,000		219,000		277,000		365,000
Straight-line rents	(132,000)		(127,000)		(556,000)		(194,000)
Deferred financing costs amortization	156,000		398,000		433,000		762,000
Loss on loan prepayment	—		—		718,000		—
Above (below) market lease amortization, net	(4645,000)		(6145,000)		(91136,000)		(~~136~~181,000)
AFFO applicable to common shares	$	~~392~~(152,000)	$	(~~143~~458,000)	$	25(127,000)	$	(~~603~~1,062,000)
FFO per common share	$	0.2635	$	(0.~~02)~~01	$	01.9529	$	(0.0605)
AFFO per common share	$	(0.0301)	$	(0.0103)	$	—(0.01)	$	(0.0408)
Weighted average number of common shares	13,718,169		13,718,169		13,718,169		13,718,169

Macroeconomic Considerations

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.

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

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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.

Recent Tax Law Update

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including ensuring that such information is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of ~~June~~September 30, 2025, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our filings under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company's internal control over financial reporting that occurred during the three months ended ~~June~~September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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Part II. Other Information

Item 1. Legal Proceedings

See Note 6, Commitments and Contingencies, to our condensed consolidated financial statements included in this Form 10-Q.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

See Note 7, Shareholders' Equity, to our condensed consolidated financial statements included in this Form 10-Q.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). orInsider ~~any~~Plans ~~"non-Rule~~and ~~10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.~~Arrangements

During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

Incorporated by Reference

Item

Title or Description

Form

Filing Date

10.1

Credit Agreement, dated as of August 15, 2025, among Cedar Realty Trust Partnership, L.P., the Lenders party thereto, Keybanc Capital Markets and Keybank National Association.

Current Report on Form 8-K

August 19, 2025

31.1†

Rule 13a-14(a) Certification of Chief Executive Officer

31.2†

Rule 13a-14(a) Certification of Chief Financial Officer

32.1†

Section 1350 Certification of Chief Executive Officer

32.2†

Section 1350 Certification of Chief Financial Officer

101.INS†

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRLtags are embedded within the Inline XBRL document.

101.SCH†

Inline XBRL Taxonomy Extension Schema Document

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE†

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104†

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

Incorporated by Reference

Item

Title or Description

Form

Filing Date

101.SCH†

Inline XBRL Taxonomy Extension Schema Document

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE†

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104†

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________________________________

† Filed or furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR REALTY TRUST, INC.

	By:	/s/ CRYSTAL PLUM
		Crystal Plum
		Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
August 5, 2025
November 6, 2025

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Filing Compare · CEDAR REALTY TRUST, INC.