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What changed in Wheeler Real Estate Investment Trust, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Wheeler Real Estate Investment Trust, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+157 added−149 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-04)

Top changes in Wheeler Real Estate Investment Trust, Inc.'s 2025 10-K

157 paragraphs added · 149 removed · 107 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

19 edited+2 added−0 removed30 unchanged
Biggest changeBy reducing the number of shareholders eligible for dividend payments, we can offset the net operating income lost from the recent sales of certain properties. These strategies are intended to enhance the Company's financial stability, strengthen its balance sheet, optimize its capital allocation, and maximize shareholder value. • Strategy for integrating acquisitions.
Biggest changeThese strategies and transactions are intended to enhance the Company's financial stability, strengthen its balance sheet, optimize its capital allocation, and maximize shareholder value. • Strategy for integrating acquisitions. As the Company undertakes acquisitions, we seek to thoughtfully integrate the acquired properties and any software and personnel to maximize efficiencies both at the property and corporate level.
Additionally, we make available free of charge through our website http://www.whlr.us our most recent Annual Report on Form 10-K, including our audited consolidated financial statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.
Additionally, we make available free of charge through our website https://www.whlr.us our most recent Annual Report on Form 10-K, including our audited consolidated financial statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC.
Any updates to the list of social media channels we may use to communicate material information will be posted on the Investor Relations page of our website at http://www.whlr.us.
Any updates to the list of social media channels we may use to communicate material information will be posted on the Investor Relations page of our website at https://www.whlr.us.
In addition, the Company has reduced and intends to continue to reduce the total outstanding preferred stock of the Company and that of Cedar through the following strategies: ◦ The Company has been and intends to continue to continue opportunistically exchanging shares of its Common Stock for its Series B Convertible Preferred Stock ("Series B Preferred Stock") and/or its Series D Preferred Stock with the holders thereof. ◦ The Company has been and intends to continue repurchasing the Cedar Preferred Stock as both series are currently trading at a discount to their liquidation value, presenting a strategic opportunity to buy back shares 4 at favorable prices.
In addition, the Company has reduced and intends to continue to reduce the total outstanding preferred stock of the Company and that of Cedar through the following strategies: ◦ Exchanging shares of its Common Stock for its Series B Convertible Preferred Stock ("Series B Preferred Stock") and/or its Series D Preferred Stock with the holders thereof as opportunities arise. ◦ Repurchasing the Cedar Preferred Stock as both series of preferred stock are currently trading at a discount to their liquidation value, presenting a strategic opportunity to buy back shares at favorable prices.
Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these laws has had a material adverse effect on our financial condition or results of operations, and management does not believe they will for the fiscal year ending December 31, 2025.
Neither existing environmental, health, safety and similar laws nor the costs of our compliance with these laws have had a material adverse effect on our financial condition or results of operations, and management does not believe they will for the fiscal year ending December 31, 2026.
Our properties are in communities that have stable demographics and have historically exhibited favorable trends, such as strong population and income growth. We generally lease our properties to national and regional retailers that offer consumer goods and services and generate regular consumer traffic.
Our properties are in communities that have stable demographics and have historically exhibited favorable trends, such as well-established population and steady income growth. We generally lease our properties to national and regional retailers that offer consumer goods and services and generate regular consumer traffic.
Prior to the Cedar Acquisition (as defined below), substantially all of our assets were held by, and all of our operations were conducted through, our Operating Partnership. At December 31, 2024, the Company owned 99.82% of the Operating Partnership. On August 22, 2022, the Company completed a merger transaction with Cedar Realty Trust, Inc. ("Cedar" or "CDR").
Prior to the Cedar Acquisition (as defined below), substantially all of our assets were held by, and all of our operations were conducted through, our Operating Partnership. At December 31, 2025, the Company owned 100% of the Operating Partnership. On August 22, 2022, the Company completed a merger transaction with Cedar Realty Trust, Inc. ("Cedar" or "CDR").
The properties are geographically located in the Mid-Atlantic, Southeast and Northeast, which markets represented approximately 44%, 43% and 13%, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2024. No tenant represents greater than approximately 6% of the Company’s annualized base rent or 7% of gross leasable square footage.
The properties are geographically located in the Mid-Atlantic, Southeast and Northeast, which markets represented approximately 47%, 45% and 8%, respectively, of the total annualized base rent of the properties in its portfolio as of December 31, 2025. No tenant represents greater than approximately 6% of the Company’s annualized base rent or 7% of gross leasable square footage.
The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage, requirements from any and all lenders and general industry practice; however, its insurance coverage may not be sufficient to fully cover losses. 5 Available Information We are subject to the information reporting requirements of the Exchange Act.
The Company 5 believes the policy specifications and insured limits are appropriate and adequate for its properties and the other covered items given the relative risk of loss, the cost of the coverage, requirements from any and all lenders and general industry practice; however, its insurance coverage may not be sufficient to fully cover losses.
Therefore, we file reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
Available Information We are subject to the information reporting requirements of the Exchange Act. Therefore, we file reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
We employ intensive lease management strategies to optimize occupancy. Management has extensive expertise in acquiring and managing under-performing properties and increasing operating income through more effective leasing strategies and expense management.
Management has extensive expertise in acquiring and managing under-performing properties and increasing operating income through more effective leasing strategies and expense management.
As of December 31, 2024, we own a portfolio consisting of seventy-five properties, including seventy-two retail shopping centers, totaling 7,660,979 leasable square feet which is 93.1% leased (our "Operating Portfolio"), and three undeveloped land parcels totaling approximately 11 acres.
As of December 31, 2025, we own a portfolio consisting of sixty-five properties, including sixty-two retail shopping centers, totaling 7,018,837 leasable square feet which is 94.3% leased (our "Operating Portfolio"), and three undeveloped land parcels totaling approximately 7 acres.
Every year, the Company requires its employees to review and certify their compliance with the Company's various policies, including its Code of Business Conduct and Ethics. Business Objectives and Investment Strategy Our primary business objective is to maximize the value of our portfolio. We intend to achieve this objective utilizing the following investment strategies: • Focus on necessity-based retail .
Every year, the Company requires its employees to review and certify their compliance with the Company's various policies, including its Code of Business Conduct and Ethics (the “Code of Conduct”). Business Objectives and Investment Strategy Our primary business objective is to maximize the value of our portfolio.
The top 10 tenants account for 24.1% or $17.6 million of annualized base rent and 26.3% or 2.0 million of gross leasable square footage at December 31, 2024. Human Capital Management As of December 31, 2024, we have 56 full-time employees. We seek to hire experienced leaders and team members and offer competitive wage and benefit programs.
The top 10 tenants account for 22.5% or $15.6 million of annualized base rent and 25.5% or 1.8 million of gross leasable square footage at December 31, 2025. Human Capital Management As of December 31, 2025, we have 49 full-time employees. We seek to hire experienced leaders and team members by offering competitive wages and benefit programs.
We believe these centers that provide essential goods and services such as groceries result in a stable, lower-risk portfolio of retail investment properties. • Focus on secondary and tertiary markets with strong demographics and demand . Our properties are in markets that have strong demographics such as population density, population stability, consistent tenant sales trends and growth in household income.
The majority of our tenants provide non-cyclical consumer goods and services that are less impacted by fluctuations in the economy. We believe these centers that provide essential goods and services such as groceries result in a stable, lower-risk portfolio of retail investment properties. • Focus on secondary and tertiary markets with strong demographics and demand .
Own and operate retail properties that serve the essential day-to-day shopping needs of the surrounding communities. These necessity-based centers attract high levels of daily traffic resulting in cross-selling of goods and services from our tenants. The majority of our tenants provide non-cyclical consumer goods and services that are less impacted by fluctuations in the economy.
We intend to achieve this objective utilizing the following investment strategies: • Focus on necessity-based retail . We own and operate retail properties that serve the essential day-to-day shopping needs of the surrounding communities. These necessity-based centers attract high levels of daily traffic resulting in cross-selling of goods and services from our tenants.
Additionally, the Company carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers.
The Company carries a directors’, officers’, entity and employment practices liability insurance policy that covers such claims made against the Company and its directors and officers. The Company also carries an auto policy to protect employees that use personal automobiles for work purposes above the employees insurance coverage and for the Company’s protection against potential liability.
As the Company undertakes acquisitions, we seek to thoughtfully integrate the acquired properties and any software and personnel to maximize efficiencies both at the property and corporate level. Governmental Regulations Affecting Our Properties We and our properties are subject to a variety of federal, state and local environmental, health, safety, tax and similar laws.
Governmental Regulations Affecting Our Properties We and our properties are subject to a variety of federal, state and local environmental, health, safety, tax and similar laws.
We seek to identify new tenants and renew leases with existing tenants in these locations that support the need for necessity-based retail and limited new supply. We aim to i dentify and pursue attractive investment opportunities in regions with low taxes and a pro-business environment. • Increase operating income through leasing strategies and expense management .
We aim to i dentify and pursue attractive investment opportunities in regions with low taxes and a pro-business environment. • Increase operating income through leasing strategies and expense management . We employ intensive lease management strategies to optimize occupancy.
Added
Our properties are in markets that have strong demographics such as population density, population stability, consistent tenant sales trends and growth in household income. We seek to identify new tenants and renew leases with existing tenants in these locations that support the need for necessity-based retail and limited new supply.
Added
By reducing the number of shares outstanding that are eligible for dividend payments, we can offset the net operating income lost from the recent sales of certain properties. 4 ◦ Issuing shares of its Series D Preferred Stock in consideration for shares of Cedar Preferred Stock, as opportunities arise.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−1 removed10 unchanged
Biggest changeSenior management, including the Company's CEO, CFO, and General Counsel, is responsible for assessing and managing cybersecurity risk, and provides briefings regarding the assessment and management of such risk to the Audit Committee, which then reports, as necessary, to the Board of Directors.
Biggest changeThe Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. Senior management, including the Company's CEO and CFO, is responsible for assessing and managing cybersecurity risk, and provides briefings regarding the assessment and management of such risk to the Audit Committee, which then reports, as necessary, to the Board of Directors.
The Company does not believe that it has experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company and its business strategy, results of operations and/or financial condition. 6 Assessment, identification and management of cybersecurity related risks are integrated into our overall risk management process.
The Company does not believe that it has experienced any cybersecurity threats or incidents that have materially 6 affected or are reasonably likely to materially affect the Company and its business strategy, results of operations and/or financial condition. Assessment, identification and management of cybersecurity related risks are integrated into our overall risk management process.
Although risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us, our business strategy, results of operations or financial condition, like other companies in our industry, we could, from time to time, experience threats and security incidents related to our and our third-party vendors’ information systems, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches.
Although risks from cybersecurity threats have to date not materially affected us, our business strategy, results of operations or financial condition, like other companies in our industry, we could, from time to time, experience threats and security incidents related to our and our third-party vendors’ information systems, including attempts to gain unauthorized access to our confidential data, and other electronic security breaches.
Removed
The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity.

Item 2. Properties

Properties — owned and leased real estate

7 edited+1 added−1 removed5 unchanged
Biggest changeGeorge, SC 9 59,174 100.0 % 100.0 % 59,174 470 7.95 Sunshine Plaza Lehigh Acres, FL 22 111,189 100.0 % 98.7 % 109,689 1,127 10.27 Surrey Plaza Hawkinsville, GA 3 42,680 82.0 % 82.0 % 35,000 222 6.35 Tampa Festival Tampa, FL 22 141,580 100.0 % 100.0 % 141,580 1,334 9.42 Tri-County Plaza Royston, GA 8 67,577 96.0 % 96.0 % 64,877 464 7.16 Tuckernuck Richmond, VA 18 93,391 100.0 % 100.0 % 93,391 1,129 12.09 Twin City Commons Batesburg-Leesville, SC 5 47,680 100.0 % 100.0 % 47,680 491 10.30 Village of Martinsville Martinsville, VA 22 288,254 100.0 % 100.0 % 288,254 2,449 8.50 Waterway Plaza Little River, SC 10 49,750 100.0 % 100.0 % 49,750 498 10.02 Westland Square West Columbia, SC 11 62,735 85.1 % 85.1 % 53,360 483 9.05 Winslow Plaza Sicklerville, NJ 18 40,695 100.0 % 100.0 % 40,695 693 17.03 WHLR TOTAL 771 5,308,451 94.9 % 94.8 % 5,035,012 $ 51,411 $ 10.21 CDR Brickyard Plaza Berlin, CT 11 227,598 100.0 % 100.0 % 227,598 $ 2,100 $ 9.23 Carll's Corner Bridgeton, NJ 7 116,532 36.9 % 36.9 % 43,012 450 10.46 Coliseum Marketplace Hampton, VA 9 106,648 94.9 % 94.9 % 101,198 833 8.24 Fairview Commons New Cumberland, PA 11 50,485 87.8 % 87.8 % 44,335 511 11.53 Fieldstone Marketplace New Bedford, MA 12 193,836 79.4 % 53.5 % 103,664 1,053 10.15 Gold Star Plaza Shenandoah, PA 6 71,720 97.8 % 97.8 % 70,120 643 9.17 Golden Triangle Lancaster, PA 18 202,790 89.2 % 89.2 % 180,940 2,706 14.96 Hamburg Square Hamburg, PA 7 102,058 100.0 % 100.0 % 102,058 703 6.89 Oregon Avenue (2) Philadelphia, PA — — — % — % — — — Patuxent Crossing California, MD 26 264,068 82.3 % 82.0 % 216,467 2,542 11.74 Pine Grove Plaza Brown Mills, NJ 16 79,306 86.4 % 86.4 % 68,506 839 12.25 Southington Center Southington, CT 8 155,842 92.1 % 91.0 % 141,870 1,031 7.27 Timpany Plaza Gardner, MA 18 182,820 82.8 % 82.8 % 151,460 1,600 10.56 Trexler Mall Trexlertown, PA 23 342,541 98.7 % 98.7 % 337,944 3,820 11.31 Washington Center Shoppes Sewell, NJ 29 157,300 96.1 % 96.1 % 151,150 1,921 12.71 Webster Commons Webster, MA 9 98,984 100.0 % 100.0 % 98,984 1,285 12.98 CDR TOTAL 210 2,352,528 88.9 % 86.7 % 2,039,306 $ 22,037 $ 10.81 COMBINED TOTAL 981 7,660,979 93.1 % 92.3 % 7,074,318 $ 73,448 $ 10.38 (1) Monthly base rent on occupied space as of the end of the current reporting period multiplied by twelve months, excluding the impact of tenant concessions and rent abatements.
Biggest changeGeorge, SC 9 59,174 100.0 % 100.0 % 59,174 493 8.34 Sunshine Plaza Lehigh Acres, FL 22 111,189 100.0 % 100.0 % 111,189 1,175 10.57 Surrey Plaza Hawkinsville, GA 4 42,680 100.0 % 100.0 % 42,680 267 6.26 Tampa Festival Tampa, FL 22 141,580 100.0 % 100.0 % 141,580 1,327 9.37 Tuckernuck Richmond, VA 18 93,391 100.0 % 98.9 % 92,391 1,110 12.01 Twin City Commons Batesburg-Leesville, SC 5 47,680 100.0 % 100.0 % 47,680 491 10.31 Village of Martinsville Martinsville, VA 22 288,254 100.0 % 94.8 % 273,297 2,284 8.36 Waterway Plaza Little River, SC 10 49,750 100.0 % 100.0 % 49,750 560 11.25 Westland Square West Columbia, SC 12 62,735 100.0 % 100.0 % 62,735 550 8.76 WHLR TOTAL 729 5,075,661 95.1 % 93.7 % 4,756,310 $ 50,449 $ 10.61 CDR Brickyard Plaza Berlin, CT 11 227,598 100.0 % 100.0 % 227,598 $ 2,106 $ 9.25 Coliseum Marketplace Hampton, VA 10 106,648 100.0 % 100.0 % 106,648 1,301 12.20 Fairview Commons New Cumberland, PA 10 50,485 80.3 % 80.3 % 40,555 514 12.66 Gold Star Plaza Shenandoah, PA 6 71,720 97.8 % 97.8 % 70,120 664 9.46 Golden Triangle Lancaster, PA 19 202,790 90.0 % 90.0 % 182,440 2,780 15.24 Hamburg Square Hamburg, PA 7 102,058 100.0 % 100.0 % 102,058 735 7.20 Patuxent Crossing California, MD 27 264,068 78.2 % 78.2 % 206,609 1,866 9.03 Pine Grove Plaza Brown Mills, NJ 17 79,306 89.9 % 89.9 % 71,306 886 12.43 Southington Center Southington, CT 7 155,842 89.8 % 89.8 % 139,903 1,000 7.15 Timpany Plaza Gardner, MA 18 182,820 82.9 % 82.9 % 151,460 1,571 10.37 Trexler Mall Trexlertown, PA 24 342,541 99.7 % 99.7 % 341,544 4,016 11.76 Washington Center Shoppes Sewell, NJ 31 157,300 98.1 % 98.1 % 154,300 2,120 13.74 CDR TOTAL 187 1,943,176 92.4 % 92.4 % 1,794,541 $ 19,559 $ 10.90 COMBINED TOTAL 916 7,018,837 94.3 % 93.3 % 6,550,851 $ 70,008 $ 10.69 (1) Monthly base rent on occupied space as of the end of the current reporting period multiplied by twelve months, excluding the impact of tenant concessions and rent abatements. 9 Undeveloped Land Company Location Parcel Size (in acres) Brook Run Properties WHLR Richmond, VA 2.00 Courtland Commons WHLR Courtland, VA 1.04 St.
Item 2. Properties. Real Estate Portfolio The following tables present an overview of our properties and undeveloped land as of December 31, 2024. Property Location Number of Tenants Total Leasable Square Feet Percentage Leased Percentage Occupied Total SF Occupied Annualized Base Rent (in 000's) (1) Annualized Base Rent per Occupied Sq.
Item 2. Properties. Real Estate Portfolio The following tables present an overview of our properties and undeveloped land as of December 31, 2025. Property Location Number of Tenants Total Leasable Sq. Ft. Percentage Leased Percentage Occupied Total Sq. Ft. Occupied ABR (in 000's) (1) ABR per Occupied Sq. Ft.
George, SC 2.51 South Philadelphia parcels CDR Philadelphia, PA 4.47 Webster Commons CDR Webster, MA 0.55 9 Major Tenants The following table sets forth information regarding the ten largest tenants in our Operating Portfolio based on annualized base rent as of December 31, 2024.
George Land WHLR St. George, SC 2.51 South Philadelphia parcel CDR Philadelphia, PA 1.35 Major Tenants The following table sets forth information regarding the ten largest tenants in our Operating Portfolio based on annualized base rent ("ABR") as of December 31, 2025.
Foot WHLR Alex City Marketplace Alexander City, AL 20 151,843 100.0 % 100.0 % 151,843 $ 1,330 $ 8.76 Amscot Building Tampa, FL 1 2,500 100.0 % 100.0 % 2,500 83 33.00 Beaver Ruin Village Lilburn, GA 28 74,038 92.5 % 92.5 % 68,448 1,287 18.80 Beaver Ruin Village II Lilburn, GA 4 34,925 100.0 % 100.0 % 34,925 497 14.22 Brook Run Shopping Center Richmond, VA 17 147,738 91.5 % 91.5 % 135,110 1,187 8.79 Bryan Station Lexington, KY 9 54,277 94.5 % 94.5 % 51,275 612 11.94 Cardinal Plaza Henderson, NC 10 50,000 100.0 % 100.0 % 50,000 519 10.39 Chesapeake Square Onley, VA 13 108,982 90.9 % 90.9 % 99,006 768 7.75 Clover Plaza Clover, SC 10 45,575 100.0 % 100.0 % 45,575 386 8.47 Conyers Crossing Conyers, GA 14 170,475 100.0 % 100.0 % 170,475 1,023 6.00 Crockett Square Morristown, TN 4 107,122 100.0 % 100.0 % 107,122 978 9.13 Cypress Shopping Center Boiling Springs, SC 19 80,435 100.0 % 100.0 % 80,435 807 10.04 Darien Shopping Center Darien, GA 1 26,001 100.0 % 100.0 % 26,001 140 5.38 Devine Street Columbia, SC 1 38,464 89.1 % 89.1 % 34,264 180 5.25 Folly Road Charleston, SC 5 47,794 100.0 % 100.0 % 47,794 737 15.43 Forrest Gallery Tullahoma, TN 28 214,451 91.2 % 91.2 % 195,642 1,499 7.66 Fort Howard Shopping Center Rincon, GA 20 113,652 100.0 % 100.0 % 113,652 1,312 11.55 Freeway Junction Stockbridge, GA 17 156,834 97.6 % 97.6 % 152,984 1,356 8.86 Franklin Village Kittanning, PA 24 151,821 93.9 % 93.9 % 142,493 1,383 9.70 Franklinton Square Franklinton, NC 13 65,366 93.0 % 93.0 % 60,800 589 9.69 Georgetown Georgetown, SC 2 29,572 100.0 % 100.0 % 29,572 267 9.04 Grove Park Shopping Center Orangeburg, SC 13 93,265 94.2 % 94.2 % 87,851 722 8.22 Harrodsburg Marketplace Harrodsburg, KY 8 60,048 91.0 % 91.0 % 54,648 466 8.53 JANAF Norfolk, VA 111 796,624 86.4 % 86.4 % 688,033 9,042 13.14 Laburnum Square Richmond, VA 20 109,405 98.2 % 98.2 % 107,405 1,031 9.60 Ladson Crossing Ladson, SC 15 52,607 97.7 % 97.7 % 51,407 563 10.95 LaGrange Marketplace LaGrange, GA 13 76,594 92.2 % 92.2 % 70,600 463 6.56 Lake Greenwood Crossing Greenwood, SC 8 43,618 100.0 % 100.0 % 43,618 414 9.50 Lake Murray Lexington, SC 5 39,218 100.0 % 100.0 % 39,218 364 9.28 Litchfield Market Village Pawleys Island, SC 25 86,717 100.0 % 98.6 % 85,517 1,124 13.15 Lumber River Village Lumberton, NC 11 66,781 100.0 % 100.0 % 66,781 519 7.77 Moncks Corner Moncks Corner, SC 1 26,800 100.0 % 100.0 % 26,800 330 12.31 Nashville Commons Nashville, NC 12 56,100 100.0 % 100.0 % 56,100 675 12.03 New Market Crossing Mt.
WHLR Alex City Marketplace Alexander City, AL 20 151,843 100.0 % 100.0 % 151,843 $ 1,341 $ 8.83 Beaver Ruin Village Lilburn, GA 27 74,038 91.4 % 91.4 % 67,637 1,317 19.47 Beaver Ruin Village II Lilburn, GA 4 34,925 100.0 % 100.0 % 34,925 506 14.48 Brook Run Shopping Center Richmond, VA 14 147,738 81.5 % 81.5 % 120,391 915 7.60 Bryan Station Lexington, KY 9 54,277 94.5 % 94.5 % 51,275 629 12.27 Cardinal Plaza Henderson, NC 10 50,000 100.0 % 100.0 % 50,000 541 10.81 Chesapeake Square Onley, VA 13 108,982 90.9 % 90.9 % 99,006 774 7.81 Clover Plaza Clover, SC 10 45,575 100.0 % 100.0 % 45,575 520 11.40 Conyers Crossing Conyers, GA 14 170,475 100.0 % 100.0 % 170,475 1,103 6.47 Crockett Square Morristown, TN 4 107,122 100.0 % 100.0 % 107,122 993 9.27 Cypress Shopping Center Boiling Springs, SC 19 80,435 100.0 % 100.0 % 80,435 817 10.16 Darien Shopping Center Darien, GA 1 26,001 100.0 % 100.0 % 26,001 140 5.38 Folly Road Charleston, SC 5 47,794 100.0 % 100.0 % 47,794 780 16.31 Forrest Gallery Tullahoma, TN 28 214,451 91.2 % 91.2 % 195,642 1,523 7.78 Fort Howard Shopping Center Rincon, GA 20 113,652 100.0 % 100.0 % 113,652 1,319 11.60 Freeway Junction Stockbridge, GA 17 156,834 97.3 % 97.3 % 152,543 1,411 9.25 Franklin Village Kittanning, PA 22 151,821 72.9 % 72.9 % 110,619 1,228 11.10 Franklinton Square Franklinton, NC 14 65,366 95.3 % 95.3 % 62,300 617 9.91 Georgetown Georgetown, SC 1 29,572 74.5 % 74.5 % 22,032 215 9.75 Grove Park Shopping Center Orangeburg, SC 14 93,265 94.8 % 94.8 % 88,375 736 8.33 Harrodsburg Marketplace Harrodsburg, KY 9 60,048 94.0 % 94.0 % 56,448 501 8.88 JANAF Norfolk, VA 110 796,624 90.6 % 89.8 % 715,712 9,851 13.76 Laburnum Square Richmond, VA 20 109,387 97.4 % 97.4 % 106,587 1,055 9.90 Ladson Crossing Ladson, SC 16 52,607 100.0 % 100.0 % 52,607 575 10.94 LaGrange Marketplace LaGrange, GA 13 76,594 92.2 % 92.2 % 70,600 486 6.88 Lake Greenwood Crossing Greenwood, SC 8 43,618 100.0 % 100.0 % 43,618 417 9.56 Litchfield Market Village Pawleys Island, SC 27 86,717 100.0 % 100.0 % 86,717 1,227 14.15 Lumber River Village Lumberton, NC 11 66,781 100.0 % 100.0 % 66,781 526 7.88 Moncks Corner Moncks Corner, SC 1 26,800 100.0 % 100.0 % 26,800 330 12.31 Nashville Commons Nashville, NC 12 56,100 100.0 % 100.0 % 56,100 695 12.38 New Market Crossing Mt.
Tenants Category Annualized Base Rent ($ in 000s) % of Total Annualized Base Rent Total Occupied Square Feet Percent Total Leasable Square Feet Annualized Base Rent Per Occupied Square Foot Food Lion Grocery $ 4,280 5.86 % 520,000 6.79 % $ 8.23 Kroger Co (1) Grocery 2,097 2.87 % 239,000 3.12 % 8.77 Dollar Tree (2) Discount Retailer 2,070 2.83 % 255,000 3.33 % 8.12 Planet Fitness Gym 1,949 2.67 % 205,000 2.68 % 9.51 TJX Companies (3) Discount Retailer 1,721 2.35 % 195,000 2.55 % 8.83 Piggly Wiggly Grocery 1,363 1.87 % 170,000 2.22 % 8.02 Lowes Foods (4) Grocery 1,223 1.67 % 130,000 1.70 % 9.41 Aldi (5) Grocery 1,072 1.47 % 106,000 1.38 % 10.11 Kohl's Discount Retailer 1,049 1.44 % 147,000 1.92 % 7.14 Lehigh Valley Health Medical 803 1.10 % 43,000 0.56 % 18.67 $ 17,627 24.13 % 2,010,000 26.25 % $ 8.77 (1) Kroger 4 / Harris Teeter 1 / 3 fuel stations (2) Dollar Tree 18 / Family Dollar 7 (3) Marshall's 4 / HomeGoods 2 / TJ Maxx 1 (4) Lowes Foods 1 / KJ's Market 2 (5) Aldi 3 / Winn Dixie 1 Lease Expirations The following table sets forth information with respect to the lease expirations of our properties as of December 31, 2024.
Tenants Category Annualized Base Rent ($ in 000s) Percentage of Total Annualized Base Rent Total Occupied Square Feet Percentage of Total Leasable Square Feet Annualized Base Rent Per Occupied Square Foot Food Lion Grocery $ 4,179 6.0 % 484,000 6.9 % $ 8.63 Kroger Co (1) Grocery 2,137 3.1 % 239,000 3.4 % 8.94 Dollar Tree Discount Retailer 1,440 2.1 % 177,000 2.5 % 8.14 Planet Fitness Gym 1,268 1.8 % 134,000 1.9 % 9.46 TJX Companies (2) Discount Retailer 1,245 1.8 % 195,000 2.8 % 6.38 Lowes Foods (3) Grocery 1,236 1.8 % 130,000 1.9 % 9.51 Piggly Wiggly Grocery 1,183 1.7 % 135,000 1.9 % 8.76 Aldi (4) Grocery 1,072 1.5 % 106,000 1.5 % 10.11 Kohl's Discount Retailer 1,049 1.5 % 147,000 2.1 % 7.14 Lehigh Valley Health Health 819 1.2 % 43,000 0.6 % 19.05 $ 15,628 22.5 % 1,790,000 25.5 % $ 8.73 (1) Kroger 4 / Harris Teeter 1 / 3 fuel stations (2) Marshall's 4 / HomeGoods 2 / TJ Maxx 1 (3) Lowes Foods 1 / KJ's Market 2 (4) Aldi 3 / Winn Dixie 1 10 Lease Expirations The following table sets forth information with respect to the lease expirations of our properties as of December 31, 2025.
Airy, NC 13 117,076 100.0 % 100.0 % 117,076 1,052 8.99 Parkway Plaza Brunswick, GA 5 52,365 84.8 % 84.8 % 44,385 483 10.88 Pierpont Centre Morgantown, WV 15 111,162 98.5 % 98.5 % 109,437 1,099 10.05 Port Crossing Harrisonburg, VA 8 65,365 100.0 % 100.0 % 65,365 866 13.25 Ridgeland Ridgeland, SC 1 20,029 100.0 % 100.0 % 20,029 140 7.00 Riverbridge Shopping Center Carrollton, GA 11 91,188 96.9 % 96.9 % 88,375 756 8.56 Rivergate Shopping Center Macon, GA 24 193,960 87.5 % 86.5 % 167,816 2,602 15.50 Sangaree Plaza Summerville, SC 10 66,948 100.0 % 100.0 % 66,948 739 11.05 Shoppes at Myrtle Park Bluffton, SC 13 56,609 97.5 % 97.5 % 55,185 674 12.20 South Lake Lexington, SC 11 44,318 100.0 % 100.0 % 44,318 275 6.21 South Park Mullins, SC 4 60,734 96.9 % 96.9 % 58,834 401 6.82 South Square Lancaster, SC 6 44,350 81.0 % 81.0 % 35,900 311 8.65 8 Property Location Number of Tenants Total Leasable Square Feet Percentage Leased Percentage Occupied Total SF Occupied Annualized Base Rent (in 000's) (1) Annualized Base Rent per Occupied Sq.
Parkway Plaza Brunswick, GA 5 52,365 84.8 % 84.8 % 44,385 485 10.93 Pierpont Centre Morgantown, WV 15 111,162 98.4 % 98.4 % 109,433 1,182 10.80 Port Crossing Harrisonburg, VA 8 65,365 100.0 % 100.0 % 65,365 876 13.40 Ridgeland Ridgeland, SC 1 20,029 100.0 % 100.0 % 20,029 140 7.00 Riverbridge Shopping Center Carrollton, GA 11 91,188 96.9 % 96.9 % 88,375 767 8.68 Rivergate Shopping Center Macon, GA 25 193,960 93.6 % 68.9 % 133,688 2,401 17.96 Sangaree Plaza Summerville, SC 10 66,948 100.0 % 100.0 % 66,948 761 11.36 Shoppes at Myrtle Park Bluffton, SC 14 56,609 99.3 % 99.3 % 56,189 709 12.62 South Park Mullins, SC 4 60,734 96.9 % 96.9 % 58,834 401 6.82 South Square Lancaster, SC 6 44,350 81.0 % 81.0 % 35,900 313 8.71 St.
Lease Expiration Period Number of Expiring Leases Total Expiring Square Footage % of Total Expiring Square Footage % of Total Occupied Square Footage Expiring Expiring Annualized Base Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent Per Occupied Square Foot Available — 586,661 7.66 % — % $ — — % $ — Month-to-Month 10 50,092 0.65 % 0.71 % 414 0.56 % 8.26 2025 119 522,410 6.82 % 7.38 % 5,338 7.27 % 10.22 2026 165 850,573 11.10 % 12.02 % 9,371 12.76 % 11.02 2027 171 697,499 9.10 % 9.86 % 9,103 12.39 % 13.05 2028 137 1,115,267 14.56 % 15.77 % 10,482 14.27 % 9.40 2029 148 965,879 12.61 % 13.65 % 10,671 14.53 % 11.05 2030 74 969,764 12.66 % 13.71 % 8,357 11.38 % 8.62 2031 39 496,453 6.48 % 7.02 % 5,018 6.83 % 10.11 2032 33 415,702 5.43 % 5.88 % 3,592 4.89 % 8.64 2033 20 250,321 3.27 % 3.54 % 2,791 3.80 % 11.15 Thereafter 65 740,358 9.66 % 10.46 % 8,311 11.32 % 11.23 Total 981 7,660,979 100.00 % 100.00 % $ 73,448 100.00 % $ 10.38 Property Management and Leasing Strategy 10 We self-administer our property management and substantially all of our leasing activities and operating and administrative functions (including leasing, legal, acquisitions, development, data processing, finance and accounting).
Lease Expiration Period Number of Expiring Leases Total Expiring Square Footage % of Total Expiring Square Footage % of Total Occupied Square Footage Expiring Expiring Annualized Base Rent (in 000s) % of Total Annualized Base Rent Expiring Base Rent Per Occupied Square Foot Available — 467,986 6.7 % — % $ — — % $ — Month-to-Month 11 16,648 0.2 % 0.3 % 240 0.3 % 14.42 2026 113 501,955 7.2 % 7.7 % 5,700 8.1 % 11.36 2027 160 672,461 9.6 % 10.3 % 8,237 11.8 % 12.25 2028 151 1,062,417 15.1 % 16.2 % 10,138 14.5 % 9.54 2029 142 883,802 12.6 % 13.5 % 9,996 14.3 % 11.31 2030 130 1,198,083 17.1 % 18.3 % 11,074 15.8 % 9.24 2031 73 695,611 9.9 % 10.6 % 7,633 10.9 % 10.97 2032 34 421,972 6.0 % 6.4 % 3,904 5.6 % 9.25 2033 21 251,521 3.6 % 3.8 % 2,844 4.1 % 11.31 2034 33 338,791 4.8 % 5.2 % 3,675 5.3 % 10.85 Thereafter 48 507,590 7.2 % 7.7 % 6,567 9.3 % 12.94 Total 916 7,018,837 100.0 % 100.0 % $ 70,008 100.0 % $ 10.69 Property Management and Leasing Strategy We self-administer our property management and substantially all of our leasing activities and operating and administrative functions (including leasing, legal, acquisitions, development, data processing, finance and accounting).
Removed
(2) Includes property where a redevelopment opportunity exists. Undeveloped Land Company Location Parcel Size (in acres) Brook Run Properties WHLR Richmond, VA 2.00 Courtland Commons WHLR Courtland, VA 1.04 St. George Land WHLR St.
Added
Airy, NC 13 117,076 100.0 % 100.0 % 117,076 1,069 9.13 8 Property Location Number of Tenants Total Leasable Sq. Ft. Percentage Leased Percentage Occupied Total Sq. Ft. Occupied ABR (in 000's) (1) ABR per Occupied Sq. Ft.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+5 added−1 removed3 unchanged
Biggest changeThe Company did not receive any cash proceeds as a result of any Convertible Note conversion, and the Convertible Notes that were converted have been retired and cancelled.
Biggest changeThe Company determined the conversion price on each conversion date in accordance with Section 14.02 (Optional Conversion) of the indenture governing the Convertible Notes. Each conversion settled in accordance with customary settlement provisions. The Company did not receive any cash proceeds as a result of any such conversion, and the Convertible Notes that were converted have been retired and cancelled.
The Board of Directors also suspended the quarterly dividends on shares of our Series A Preferred Stock ("Series A Preferred Stock") (together with Series B Preferred Stock and Series D Preferred Stock, the "Preferred Stock"), Series B Preferred Stock and Series D Preferred Stock, beginning with the three months ended December 31, 2018.
The Board of Directors also suspended the quarterly dividends on shares of our Series A Preferred Stock ("Series A Preferred Stock") 12 (together with Series B Preferred Stock and Series D Preferred Stock, the "Preferred Stock"), Series B Preferred Stock and Series D Preferred Stock, beginning with the three months ended December 31, 2018.
At this time, the Company does not intend to pay dividends other than those required dividend distributions, if any, that will enable us to maintain our REIT status and to eliminate or minimize our obligation to pay income and excise taxes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Future Liquidity Needs.” Item 6. Reserved.
At this time, the Company does not intend to pay dividends other than those required dividend distributions, if any, that will enable us to maintain our REIT status and to eliminate or minimize our obligation to pay income and excise taxes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.” Item 6. Reserved.
The Company issued the Common Stock under the 2024 Preferred Stock Exchange in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
The Company issued the Common Stock in these exchange and conversion transactions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that the issuance of Common Stock constituted an exchange with existing holders of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transactions.
The settlement of the 2024 Preferred Stock Exchange occurred on the same day. The Company did not receive any cash proceeds as a result of the 2024 Preferred Stock Exchange, and the shares of the preferred stock exchanged have been retired and cancelled.
The Company did not receive any cash proceeds as a result of the exchanges, and the shares of the Preferred Stock exchanged have been retired and cancelled.
Commencing September 21, 2023, the Series D Preferred Stock holders were entitled to cumulative cash dividends of 12.75%. At September 21, 2024, the annual dividend rate increased by 2% of the liquidation preference per annum to 14.75%. See Note 10, Equity and Mezzanine Equity, to the accompanying audited consolidated financial statements.
Commencing September 21, 2023, the Series D Preferred Stock holders were entitled to cumulative cash dividends of 12.75%. At September 21, 2024, the annual dividend rate increased by 2% of the liquidation preference per annum to 14.75% and on September 21, 2025 it increased to 16.00%, the maximum rate per the Company's Articles Supplementary.
This number excludes stockholders whose stock is held in nominee or street name by brokers. Dividend Policy In March 2018, the Board of Directors suspended the payment of dividends on our Common Stock.
Dividend Policy In March 2018, the Board of Directors suspended the payment of dividends on our Common Stock.
Unregistered Sales of Equity Securities On October 8, 2024, the Company agreed to issue 11,000 shares of its Common Stock to an unaffiliated holder of the Company’s securities in exchange for 22,000 shares of the Company’s Series D Preferred Stock and 22,000 shares of the Company's Series B Preferred Stock from the investor (the “2024 Preferred Stock Exchange”).
Unregistered Sales of Equity Securities Exchange Transactions During the year ended December 31, 2025, the Company issued an aggregate of 465,770 shares of its Common Stock to unaffiliated holders of the Company’s securities in exchange for 488,074 shares of the Company’s Series D Preferred Stock and 642,274 shares of the Company's Series B Preferred Stock.
In 2024, the Company issued an aggregate of 4,368 shares of Common Stock to satisfy conversion requests by certain holders of the Convertible Notes.
Conversion Requests During the year ended December 31, 2025, the Company issued an aggregate of 17,882 shares of its Common Stock, having an aggregate fair value of $2.4 million, to settle conversion requests by certain holders of the Convertible Notes comprising an aggregate principal amount of $1.5 million.
All of the foregoing issuances of Common Stock were made to accredited investors. 11 Market Information Our Common Stock is traded on Nasdaq under the symbol “WHLR.” Approximate Number of Holders of Our Common Stock As of February 28, 2025 there were 14 holders of record of our Common Stock.
Market Information Our Common Stock is traded on Nasdaq under the symbol “WHLR.” Approximate Number of Holders of Our Common Stock As of March 2, 2026, there was one holder of record of our Common Stock. This number excludes stockholders whose stock is held in nominee or street name by brokers.
Removed
The Company issued the Common Stock in the Convertible Note conversions in reliance upon the exemption from the registration requirements of the Securities Act contained in Section 3(a)(9) of the Securities Act on the basis that each issuance of Common Stock to the Convertible Note holders constituted an exchange with an existing holder of the Company’s securities, and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.
Added
Sales of Series D Preferred Stock During the year ended December 31, 2025, the Company issued an aggregate of 27,000 shares of its Series D Preferred Stock to certain investors in consideration for 54,000 shares of Cedar Series C Preferred Stock held by such investors.
Added
Immediately following the closing of each transaction, WHLR contributed the acquired Cedar Preferred Stock to Cedar Realty Trust, Inc and those shares were retired. The Company did not receive any cash proceeds as a result of the transactions.
Added
The Company issued Series D Preferred Stock in these transactions in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.
Added
All of the foregoing issuances of Common Stock and Series D Preferred Stock were made to "accredited investors.” See Note 10, Equity and Mezzanine Equity, to the accompanying audited consolidated financial statements included in this Form 10-K for additional details.
Added
See Note 10, Equity and Mezzanine Equity, to the accompanying audited consolidated financial statements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

68 edited+42 added−39 removed49 unchanged
Biggest changeYears Ended December 31, Changes 2024 2023 Dollars Percent Revenues $ 104,574 $ 102,325 $ 2,249 2.2 % Property operating expense 35,100 34,870 230 0.7 % Property operating income 69,474 67,455 2,019 Depreciation and amortization (25,316) (28,502) 3,186 (11.2) % Impairment charges (1,195) — (1,195) n/a Corporate general & administrative (10,982) (11,750) 768 (6.5) % Gain on disposal of properties, net 5,550 2,204 3,346 151.8 % Interest income 460 484 (24) (5.0) % Gain on investment securities, net 840 685 155 22.6 % Interest expense (32,602) (32,314) (288) 0.9 % Net changes in fair value of derivative liabilities (8,332) 3,458 (11,790) (340.9) % Loss on conversion of Convertible Notes (412) — (412) n/a Gain on Preferred Stock retirements 4,772 9,893 (5,121) (51.8) % Other expense (1,489) (5,482) 3,993 (72.8) % Income tax expense (1) (48) 47 (97.9) % Net Income 767 6,083 (5,316) Revenues were higher primarily as a result of (1) an increase in tenant reimbursements of $2.7 million, (2) an increase in base rent of $0.7 million and (3) an increase in other income of $0.2 million, partially offset by (4) a decrease in market lease amortization of $1.4 million.
Biggest changeRecent Accounting Pronouncements See Note 2 to the accompanying audited consolidated financial statements of this Annual Report on Form 10-K. 23 Results of Operations Comparison of 2025 to 2024 (in thousands) Years Ended December 31, Changes 2025 2024 Dollars Percent Revenues $ 99,445 $ 104,574 $ (5,129) (4.9) % Property operating expense 33,044 35,286 (2,242) (6.4) % Net operating income 66,401 69,288 (2,887) Depreciation and amortization (22,944) (25,316) 2,372 9.4 % Impairment charges (2,880) (1,195) (1,685) (141.0) % Corporate general & administrative (11,709) (10,796) (913) (8.5) % Gain on disposal of properties, net 14,354 5,550 8,804 158.6 % Interest income 964 460 504 109.6 % Unrealized gain on investment securities, net - related party — 840 (840) n/a Interest expense (33,758) (32,602) (1,156) (3.5) % Net changes in fair value of derivative liabilities 4,742 (8,332) 13,074 156.9 % Loss on conversion of Convertible Notes (902) (412) (490) (118.9) % Gain on preferred stock redemptions 1,523 4,716 (3,193) (67.7) % Other expense (928) (1,489) 561 37.7 % Income tax expense (26) (1) (25) (2,500.0) % Net Income $ 14,837 $ 711 $ 14,126 Revenues were lower primarily as a result of (1) a decrease of $6.7 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 $0.4 million in market lease amortization and straight line rent, partially offset by (3) an increase of $2.1 million in rental revenues and tenant reimbursements, net of credit adjustments on operating lease receivables, attributable to Same-Properties (as defined below).
Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices.
Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices.
Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared. Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI. The most directly comparable GAAP financial measure is consolidated operating income.
Properties are included in Same-Property NOI if they are owned and operated for the entirety of both periods being compared ("Same-Property"). Consistent with the capital treatment of such costs under GAAP, tenant improvements, leasing commissions and other direct leasing costs are excluded from Same-Property NOI. The most directly comparable GAAP financial measure is consolidated operating income.
While we anticipate being able to refinance all the loans at reasonable market terms upon maturity, our inability to do so may materially impact our 20 financial position and results of operations. See Note 6 to the accompanying audited consolidated financial statements for additional mortgage indebtedness details.
While we anticipate being able to refinance all the loans at reasonable market terms upon maturity, our inability to do so may materially impact our financial position and results of operations. See Note 6 to the accompanying audited consolidated financial statements for additional mortgage indebtedness details.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company may decide to sell properties. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell.
Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 19 The Company may decide to sell properties. Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell.
We estimate fair value using unobservable data such as operating income, estimated capitalization rates or multiples, 18 leasing prospects and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs.
We estimate fair value using unobservable data such as operating income, estimated capitalization rates or multiples, leasing prospects and local market information. These valuation assumptions are based on the three-level valuation hierarchy for fair value measurement and represent Level 2 and 3 inputs.
Actual results may differ from these estimates under different assumptions or conditions. The critical accounting estimates and policies summarized in this section are discussed in further detail in the notes to the consolidated financial statements appearing elsewhere in this Form 10-K.
Actual results may differ from these estimates under different assumptions or conditions. 18 The critical accounting estimates and policies summarized in this section are discussed in further detail in the notes to the consolidated financial statements appearing elsewhere in this Form 10-K.
The preparation of these consolidated financial statements 17 requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.
The preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.
Other expenses were $1.5 million for the year ended December 31, 2024, which primarily consisted of capital structure costs, including repurchase of Convertible Notes and legal and other expenses incurred in connection with the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and redemptions of the Series D Preferred Stock by holders thereof.
Other expenses were $1.5 million for the year ended December 31, 2024, which primarily consisted of capital structure costs, including repurchase of Convertible Notes and legal and other expenses incurred for the 2024 Reverse Stock Splits, the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions and redemptions of the Series D Preferred Stock by holders thereof.
The Company intends to continue to opportunistically exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.
The Company intends to continue to exchange shares of its Common Stock for its Series B Preferred Stock and/or its Series D Preferred Stock with the holders thereof as opportunities arise as an additional strategy to reduce the outstanding number of each security, enhance the Company's financial stability and optimize its capital allocation.
The primary liquidity needs of the Company, in addition to the funding of our ongoing operations, at December 31, 2024 are $6.0 million in principal and regularly scheduled payments due in the year ended December 31, 2025 as described in Note 6 to the accompanying audited consolidated financial statements.
The primary liquidity needs of the Company, in addition to the funding of our ongoing operations, at December 31, 2025 are $6.5 million in principal and regularly scheduled payments due in the year ended December 31, 2026 as described in Note 6 to the accompanying audited consolidated financial statements.
Our portfolio is comprised of seventy-five properties, including seventy-two retail shopping centers and three undeveloped land parcels.
Our portfolio is comprised of sixty-five properties, including sixty-two retail shopping centers and three undeveloped land parcels.
Because Same-Property NOI excludes 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.
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.
In addition, the Company has been and intends to continue repurchasing its Cedar Series B Preferred Stock and Cedar Series C 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.
The Company intends to continue repurchasing its Cedar Series B Preferred Stock and Cedar Series C 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.
Term Loan, Five Properties On June 28, 2024, the Company entered into a term loan agreement (the "Term Loan Agreement, 5 Properties") with Guggenheim Real Estate, LLC, for $25.5 million at a fixed rate of 6.80% with interest-only payments due monthly.
June 2024 Term Loan and Paydown On June 28, 2024, the Company entered into a term loan agreement (the "June 2024 Term Loan") with Guggenheim Real Estate, LLC, for $25.5 million at a fixed rate of 6.80% with interest-only payments due monthly.
Cash outflows: • $11.5 million repurchase of noncontrolling interests; • $10.4 million for distributions paid on noncontrolling interests; • $1.6 million payments for deferred financing costs; • $5.2 million payment on Cedar Revolving Credit Agreement; • $1.4 million scheduled loan principal payments on debt; • $1.3 million repurchase of debt securities; • $0.4 million payment on Cedar term loan, 10 properties related to the sale of Brickyard Plaza land parcel; and • $0.4 million defeasance payments.
Cash outflows: • $11.5 million repurchase of noncontrolling interests; • $10.4 million for distributions paid on noncontrolling interests; • $1.6 million payments for deferred financing costs; • $5.2 million payment on Cedar Revolving Credit Agreement; • $1.4 million scheduled loan principal payments on debt; • $1.3 million repurchase of debt securities; • $0.4 million payment on October 2022 Cedar Term Loan related to the sale of Brickyard Plaza land parcel; and • $0.4 million loan prepayment premiums.
Related party amounts due to the Company from Cedar for financing and real estate taxes, management fees, leasing commissions and Cost Sharing Agreement (as defined below) allocations were $9.5 million and $8.1 million as of December 31, 2024 and 2023, respectively, and have been eliminated for consolidation purposes.
Related party amounts due to the Company from Cedar for financing and real estate taxes, management fees, leasing commissions and Cost Sharing Agreement (as defined below) allocations were $11.3 million and $9.5 million as of December 31, 2025 and 2024, respectively, and have been eliminated for consolidation purposes.
In addition, the Company has $1.2 million outstanding construction commitments at December 31, 2024. In addition to liquidity required to fund debt payments and construction commitments, we may incur some level of capital expenditures during the year for our existing properties that cannot be passed on to our tenants.
In addition, the Company has $0.4 million outstanding construction commitments at December 31, 2025. In addition to liquidity required to fund debt payments and construction commitments, we may incur some level of capital expenditures during the year for our existing properties that cannot be passed on to our tenants.
The Company does not believe it is in its interests to liquidate assets or incur indebtedness to fund cash redemptions of the Series D Preferred Stock and, accordingly, it has no intention of doing so.
The Company does not believe it is in its interests to liquidate assets or incur indebtedness to fund cash redemptions of the Series D Preferred Stock and, accordingly, it has no intention of doing so. Therefore, the Company intends to continue to settle redemptions of the Series D Preferred Stock in Common Stock.
Related Party Transactions Management and Leasing Services for Cedar The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the years ended December 31, 2024 and 2023, Cedar paid the Company $1.4 million and $2.1 million, respectively, for these services.
Related Party Transactions Management and Leasing Services for Cedar The Company performs property management and leasing services for Cedar, a subsidiary of the Company. During the years ended December 31, 2025 and 2024, Cedar paid the Company $0.7 million and $1.4 million, respectively, for these services.
Commencing on August 10, 2029, until the maturity date of July 10, 2034, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount outstanding at that time. The Term Loan Agreement, 5 Properties' proceeds were used to refinance four loans, including paying $0.4 million in defeasance.
Commencing on August 10, 2029, until the maturity date of July 10, 2034, monthly principal and interest payments will be made based on a 30-year amortization schedule calculated based on the principal amount outstanding at that time. The June 2024 Term Loan's proceeds were used to refinance four loans, including paying $0.4 million in loan prepayment premiums.
Financing Activities Our cash flows used in financing activities were $20.6 million during the year ended December 31, 2024, compared to cash flows used in financing activities of $5.5 million for the comparable period in 2023.
Financing Activities Our cash flows used in financing activities were $65.4 million during the year ended December 31, 2025, compared to cash flows used in financing activities of $20.6 million for the comparable period in 2024.
Interest expense on the Convertible Notes consists of the following (in thousands, except for shares): Years ended December 31, Series B Preferred Stock number of shares (1) Series D Preferred Stock number of shares (1) Convertible Note interest at 7% coupon Fair value adjustment Interest expense 2024 — 187,410 $ 2,163 $ 1,970 $ 4,133 2023 — 306,380 $ 2,259 $ 1,649 $ 3,908 (1) Shares issued as interest payment on Convertible Notes.
Interest expense on the Convertible Notes consists of the following (in thousands, except for shares): Years ended December 31, Series B Preferred Stock number of shares (1) Series D Preferred Stock number of shares (1) Convertible Note interest at 7% coupon Fair value adjustment Interest expense 2025 — 107,522 $ 2,107 $ 1,752 $ 3,859 2024 — 187,410 $ 2,163 $ 1,970 $ 4,133 (1) Shares issued as interest payment on Convertible Notes.
The consolidated financial statements included in this Form 10-K include Cedar. We have determined that this acquisition is not a variable interest entity, as defined under the consolidation topic of the Financial Accounting Standards Board (the "FASB"), Accounting Standards Codification ("ASC") and we evaluated such entity under the voting model and concluded we should consolidate the entity.
We have determined that this acquisition is not a variable interest entity, as defined under the consolidation topic of the Financial Accounting Standards Board (the "FASB"), Accounting Standards Codification ("ASC") and we evaluated such entity under the voting model and concluded we should consolidate the entity.
After September 21, 2023, each holder of Series D Preferred Stock has the right, at such holder’s option, to request that the Company redeem any or all of such holder’s shares of Series D Preferred Stock on a monthly basis.
O n a monthly basis, each holder of Series D Preferred Stock has the right, at such holder’s option, to request that the Company redeem any or all of such holder’s shares of Series D Preferred Stock.
Material Cash Requirements, Contractual Obligations and Commitments Our expected material cash requirements for the year ended December 31, 2024 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; (iii) other investments; and (iv) the repurchase of noncontrolling interests, including through the December 2024 Cedar Tender Offer.
Material Cash Requirements, Contractual Obligations and Commitments Our expected material cash requirements for the year ended December 31, 2025 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; (iii) other investments; and (iv) the repurchases of noncontrolling interests.
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.
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.
Twenty-one of these properties are located in South Carolina, twelve in Georgia, ten in Virginia, eight in Pennsylvania, five in North Carolina, four in New Jersey, three in Massachusetts, three in Florida, two in Connecticut, two in Kentucky, two in Tennessee, one in Alabama, one in Maryland, and one in West Virginia.
Eighteen of these properties are located in South Carolina, eleven in Georgia, ten in Virginia, seven in Pennsylvania, five in North Carolina, two in New Jersey, two in Florida, two in Connecticut, two in Kentucky, two in Tennessee, one in Massachusetts, one in Alabama, one in Maryland, and one in West Virginia.
Liquidity and Capital Resources At December 31, 2024, our consolidated cash, cash equivalents and restricted cash totaled $60.7 million compared to consolidated cash, cash equivalents and restricted cash of $39.8 million at December 31, 2023.
Liquidity and Capital Resources At December 31, 2025, our consolidated cash, cash equivalents and restricted cash totaled $48.6 million compared to consolidated cash, cash equivalents and restricted cash of $60.7 million at December 31, 2024.
See Note 7 to the accompanying audited consolidated financial statements for additional details. Gain on Preferred Stock retirements is a result of the fair market value of the Common Stock issued on redemptions and exchanges of the Company's Preferred Stock, in comparison to the Preferred Stock's book value.
See Note 7 to the accompanying audited consolidated financial statements for additional details. Gain on Preferred Stock redemptions is a result of the fair market value of the Common Stock issued on redemptions of the Company's Series D Preferred Stock compared to the Series D Preferred Stock's carrying value.
The weighted average interest rate and term of our fixed-rate debt were 5.42% and 8.2 years, respectively, at December 31, 2023. We have $6.0 million of debt maturing during the year ending December 31, 2025.
The weighted average interest rate and term of our fixed-rate debt were 5.5% and 7.5 years, respectively, at December 31, 2024. We have $6.5 million of debt maturing during the year ending December 31, 2026.
As of December 31, 2024, the Conversion Price for the Convertible Notes was approximately $16.88 per share of the Company’s Common Stock (approximately 1.48 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
As of December 31, 2025, the Conversion Price for the Convertible Notes was approximately $5.69 per share of the Company’s Common Stock (approximately 4.40 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Corporate general and administrative expenses were lower primarily as a result of (1) a decrease in salaries of $0.5 million, (2) a decrease in legal fees of $0.4 million and (3) a decrease in taxes of $0.1 million, partially offset by (4) an increase in corporate administration of $0.2 million. Interest expense increased 0.9%.
Corporate general and administrative expenses were higher primarily as a result of (1) an increase of $0.6 million in salaries, (2) an increase of $0.4 million in corporate administration, partially offset by (3) a decrease of $0.1 million in advertising.
Series D Preferred Stock As of December 31, 2024, the outstanding Series D Preferred Stock had an aggregate liquidation preference of approximately $55.9 million, with aggregate accrued and unpaid dividends in the amount of approximately $32.8 million, for a total liquidation value of $88.7 million.
Series D Preferred Stock As of December 31, 2025, the outstanding Series D Preferred Stock had an aggregate liquidation preference of approximately $37.6 million, with aggregate accrued and unpaid dividends in the amount of approximately $25.6 million, for a total liquidation value of $63.2 million.
By reducing the number of shareholders eligible for dividend payments, the Company believes it can offset the net operating income lost from the recent sales of certain properties as its seeks to enhance its financial stability and optimize its capital allocation. On 21 February 21, 2025, the Company announced and commenced the February 2025 Cedar Tender Offers (as defined below).
By reducing the number of shareholders eligible for dividend payments, the Company believes it can 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.
To meet these future liquidity needs, the Company: • had $43.0 million in cash and cash equivalents at December 31, 2024; • had $17.8 million held in lender reserves for the purpose of tenant improvements, lease commissions, real estate taxes and insurance at December 31, 2024; and • intends to use cash generated from operations during the year ended December 31, 2025.
To meet these future liquidity needs, the Company: • had $23.7 million in cash and cash equivalents at December 31, 2025; • had $25.0 million held in lender reserves, which included $6.0 million to secure the April 2025 Cedar Bridge Loan, as well as amounts reserved for the purpose of tenant improvements, lease commissions, real estate taxes and insurance at December 31, 2025; and • intends to use cash generated from operations during the year ended December 31, 2026.
Our debt balances, excluding unamortized debt issuance costs, consisted of the following (in thousands) : December 31, 2024 2023 Fixed-rate notes $ 499,531 $ 495,572 Total debt $ 499,531 $ 495,572 The weighted average interest rate and term of our fixed-rate debt were 5.53% and 7.5 years, respectively, at December 31, 2024.
Our debt balances, excluding unamortized debt issuance costs, consisted of the following (in thousands) : 21 December 31, 2025 2024 Fixed-rate notes $ 476,875 $ 499,531 Variable-rate lines of credit 5,966 — Total debt $ 482,841 $ 499,531 The weighted average interest rate and term of our fixed-rate debt were 5.5% and 6.6 years, respectively, at December 31, 2025.
The above increase in property debt interest inclusive of Cedar debt was $1.6 million, a result of (1) an increase of $1.1 million due to an increase in the overall average interest rate and (2) an increase of $0.5 million in the average principal debt balance.
(2) Includes the April 2025 Cedar Bridge Loan and the August 2025 Cedar Credit Facility. Property debt interest inclusive of Cedar debt was relatively flat, a result of (1) an increase of $0.6 million due to an increase in the overall average interest rate and (2) a decrease of $0.6 million in the average principal property debt balance.
Net changes in the fair value of derivative liabilities was a $8.3 million loss for the year ended December 31, 2024, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes which can only be adjusted downward based on the redemption price(s) of the Series D Preferred Stock relative to market trade prices of the Convertible Notes and Common Stock.
Net changes in the fair value of derivative liabilities was a $4.7 million gain for the year ended December 31, 2025, which represents a non-cash adjustment from a change in the fair value, primarily related to the conversion rate on the Convertible Notes relative to market trade prices of the Convertible Notes and Common Stock.
The Company intends to continue to operate its business in a manner that will allow it to qualify as a REIT for U.S. federal income tax purposes. Our success in executing on our strategy will dictate our liquidity needs going forward. If we are unable to execute in these areas, our ability to grow may be limited without additional capital.
The Company 22 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. Our success in executing on our strategy will dictate our liquidity needs going forward.
During the year ended December 31, 2024, the Company processed redemptions for an aggregate of 519,822 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 294,083 shares of its Common Stock in settlement of an aggregate redemption price of approximately $20.4 million.
Series D Preferred Stock - Redemptions During the year ended December 31, 2025, the Company processed redemptions of an aggregate of 375,289 shares of Series D Preferred Stock from the holders thereof. Accordingly, the Company issued 147,900 shares of Common Stock in settlement of an aggregate redemption price of approximately $15.3 million.
Investing Activities 19 Our cash flows from investing activities increased $47.0 million, primarily due to (1) the proceeds from the sale of three properties and two land parcels compared to one outparcel sale in 2023, (2) the investment subscription with SAI of $0.5 million as compared to $10.0 million in 2023 and (3) the 2023 acquisitions of two land parcels, partially offset by (4) the increase in capital expenditures of $2.5 million.
Investing Activities Our cash flows from investing activities increased $16.7 million, primarily due to (1) the $59.2 million in net proceeds from the sale of 10 retail shopping centers and one land parcel sold in 2025 compared to three retail shopping centers and three 20 land parcels sold in 2024 resulting in net proceeds of $38.5 million and (2) the decrease in capital expenditures of $5.4 million, partially offset by (3) a $10.0 million investment subscription with SAI in 2025 compared to $0.5 million in 2024.
Below is a comparison of the components which make up interest expense (in thousands): 23 December 31, Changes 2024 2023 Dollars Percent Property debt interest - excluding Cedar debt $ 17,118 $ 16,153 $ 965 6.0 % Convertible Notes interest (1) 4,133 3,908 225 5.8 % Defeasance paid 368 1,758 (1,390) (79.1) % Amortization of deferred financing costs 2,673 2,860 (187) (6.5) % Property debt interest - Cedar 8,310 7,635 675 8.8 % Total Interest Expense $ 32,602 $ 32,314 $ 288 0.9 % (1) Includes the fair value adjustment for the paid-in-kind interest.
Below is a comparison of the components which make up interest expense (in thousands): 24 December 31, Changes 2025 2024 Dollars Percent Property debt interest - excluding Cedar debt $ 17,275 $ 17,118 $ 157 0.9 % Convertible Notes interest (1) 3,859 4,133 (274) (6.6) % Loan prepayment premium 1,256 368 888 241.3 % Amortization of deferred financing costs 2,694 2,673 21 0.8 % Variable-rate lines of credit (2) 551 — 551 n/a Property debt interest - Cedar 8,123 8,310 (187) (2.3) % Total Interest Expense $ 33,758 $ 32,602 $ 1,156 3.5 % (1) Includes the fair value adjustment for the paid-in-kind interest.
Under the voting model, we consolidate the entity if we determine that we, directly or indirectly, have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights. Recent Trends and Activities There have been several significant events in 2024 that have impacted our Company. These events are summarized below.
Under the voting model, we consolidate the entity if we determine that we, directly or indirectly, have greater than 50% of the voting rights and that other equity holders do not have substantive participating rights. Recent Trends and Activities 2025 Significant Circumstances and Transactions Since January 1, 2024, the Company has invested approximately $39.6 million in its properties.
However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs. 25 A reconciliation of net income to FFO available for common shareholders and AFFO (in thousands): Years Ended December 31, 2024 2023 Net income $ 767 $ 6,083 Depreciation and amortization of real estate assets 25,316 28,502 Impairment charges 1,195 — Gain on disposal of properties, net (5,550) (2,204) FFO 21,728 32,381 Preferred stock dividends - undeclared (8,267) (9,262) Dividends on noncontrolling interests preferred stock (10,295) (10,752) Preferred stock accretion adjustments 87 460 FFO available to common stockholders and common unitholders 3,253 12,827 Other non-recurring and non-cash expenses 368 2,051 Gain on investment securities, net (840) (685) Net changes in fair value of derivative liabilities 8,332 (3,458) Loss on conversion of Convertible Notes 412 — Gain on Preferred Stock retirements (4,772) (9,893) Straight-line rental revenue, net straight-line expense (1,402) (1,380) Deferred financing cost amortization 2,673 2,860 Paid-in-kind interest 4,133 3,908 Above (below) market lease amortization, net (3,434) (4,849) Recurring capital expenditures tenant improvement reserves (1,532) (1,628) AFFO $ 7,191 $ (247) Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis.
A reconciliation of net income to FFO available for common stockholders and AFFO is shown in the table below (in thousands): 26 Years Ended December 31, 2025 2024 Net income $ 14,837 $ 711 Depreciation and amortization of real estate assets 22,944 25,316 Impairment charges 2,880 1,195 Gain on disposal of properties, net (14,354) (5,550) FFO 26,307 21,672 Preferred stock dividends - undeclared (6,640) (8,267) Dividends on noncontrolling interests preferred stock (6,067) (10,295) Preferred stock accretion adjustments 87 87 FFO available to common stockholders and common unitholders 13,687 3,197 Other non-recurring and non-cash expenses 1,256 368 Unrealized gain on investment securities, net - related party — (840) Net changes in fair value of derivative liabilities (4,742) 8,332 Loss on conversion of Convertible Notes 902 412 Gain on Preferred Stock redemptions (1,523) (4,716) Straight-line rental revenue, net straight-line expense (1,970) (1,402) Deferred financing cost amortization 2,694 2,673 Paid-in-kind interest 3,859 4,133 Above (below) market lease amortization, net (2,466) (3,434) Recurring capital expenditures tenant improvement reserves (1,404) (1,532) AFFO $ 10,293 $ 7,191 Weighted Average Common Shares 106,902 64 FFO per Common Share $ 128.03 $ 49,953.13 AFFO per Common Share $ 96.28 $ 112,359.38 Other non-recurring and non-cash expenses are costs of the Company that we believe will not be incurred on a go-forward basis.
Other expenses were $5.5 million for the year ended December 31, 2023, which primarily consisted of capital structure costs including repurchase of Convertible Notes and legal and other expenses incurred in connection with an exchange offer for the Company's outstanding shares of Series D Preferred Stock (the "2023 Exchange Offer"), redemptions by holders of the Series D Preferred Stock and the August 2023 Reverse Stock Split.
Other expenses were $0.9 million for the year ended December 31, 2025, which primarily consisted of capital structure costs, including the registration of our Common Stock to issue in settlement of Series D Preferred Stock redemptions, expenses incurred in connection with the Reverse Stock Splits and redemptions of the Series D Preferred Stock by holders thereof.
During the years ended December 31, 2024 and 2023, the Company realized a gain of $4.8 million and $9.9 million in the aggregate, respectively, as a result of the fair market value of the Common Stock issued in these transactions being less than the book value of the Preferred Stock retired. Other expense represents expenses which are non-operating in nature.
During the years ended December 31, 2025 and 2024, the Company realized a gain of $1.5 million and $4.7 million in the aggregate, respectively. Other expense represents expenses which are non-operating in nature.
Cash flows from operating activities, investing activities and financing activities were as follows (in thousands): Years Ended December 31, Year Over Year Change 2024 2023 $ % Operating activities $ 25,988 $ 20,934 $ 5,054 24.1 % Investing activities $ 15,480 $ (31,521) $ 47,001 149.1 % Financing activities $ (20,559) $ (5,471) $ (15,088) (275.8) % Operating Activities Net cash provided by operating activities, before net changes in operating assets and liabilities, was $29.4 million and $22.4 million for 2024 and 2023, respectively, primarily due to (1) a $4.0 million decrease in capital structure costs, (2) a $2.9 million increase in Same-Property NOI and (3) a $0.8 million decrease in corporate administrative expenses, partially offset by (4) a $0.5 million increase in cash paid for interest.
Cash flows from (used in) operating activities, investing activities and financing activities were as follows (in thousands): Years Ended December 31, Changes 2025 2024 Dollars Percent Operating activities $ 21,132 $ 25,988 $ (4,856) (18.7) % Investing activities $ 32,137 $ 15,480 $ 16,657 107.6 % Financing activities $ (65,356) $ (20,559) $ (44,797) (217.9) % Operating Activities Net cash provided by operating activities, before net changes in operating assets and liabilities, was $25.9 million and $29.4 million for 2025 and 2024, respectively, primarily due to (1) a decrease of $3.3 million in NOI of related to properties not defined as Same-Property (as defined below), (2) an increase of $0.9 million in corporate general and administrative expense, (3) an increase of $0.4 million in cash paid for interest expense and (4) an increase of $0.1 million in other expense, partially offset by (5) an increase of $1.0 million in Same-Property NOI (as defined below) and (6) an increase of $0.5 million in interest income.
At December 31, 2024, the Company had received requests to redeem 102,487 shares of Series D Preferred Stock with respect to the January 2025 Holder Redemption Date. As such, the redemption of these Series D Preferred Stock is considered certain at December 31, 2024 and the liquidation value associated with these shares of $4.1 million is presented as a liability.
As such, the redemption of these shares of the Series D Preferred Stock is considered certain at December 31, 2025 and the liquidation value associated with these shares of $30 thousand is presented as a liability in the accompanying consolidated balance sheet.
Conversely, deflation could lead to downward pressure on rents and other sources of income. Fluctuations in interest rates 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.
However, s ignificant 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.
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.
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.
Years Ended December 31, 2024 2023 (in thousands ) Operating Income $ 37,531 $ 29,407 Add (deduct): Gain on disposal of properties, net (5,550) (2,204) Corporate general & administrative 10,982 11,750 Impairment charges 1,195 — Depreciation and amortization 25,316 28,502 Straight-line rents (1,334) (1,370) Above (below) market lease amortization, net (3,434) (4,849) Other non-property revenue (1,043) (137) NOI related to properties not defined as same-property (1,957) (2,285) Same-Property Net Operating Income $ 61,706 $ 58,814 Total same-property NOI was $61.7 million and $58.8 million for the years ended December 31, 2024 and 2023, respectively, representing an increase of 4.9% due to a 3.4% increase in property revenue, partially offset by a 0.7% increase in property operating expenses.
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. 25 The following table is a reconciliation of Same-Property NOI from operating income (the most directly comparable GAAP financial measure, in thousands): Years Ended December 31, 2025 2024 Operating Income $ 43,222 $ 37,531 Add (deduct): Gain on disposal of properties, net (14,354) (5,550) Corporate general & administrative 11,709 10,796 Impairment charges 2,880 1,195 Depreciation and amortization 22,944 25,316 Straight-line rents (1,895) (1,334) Above (below) market lease amortization, net (2,466) (3,434) Other non-property revenue (945) (1,043) NOI related to properties not defined as Same-Property (900) (4,242) Same-Property Net Operating Income $ 60,195 $ 59,235 Total Same-Property NOI was $60.2 million and $59.2 million for the years ended December 31, 2025 and 2024, respectively, representing an increase of 1.6% due to a 2.3% increase in property revenue, partially offset by a 3.7% increase in property expenses.
The Term Loan Agreement, 5 Properties is collateralized by Cypress Shopping Center, Conyers Crossing, Chesapeake Square, Sangaree Plaza and Tri-County Plaza. Convertible Notes On January 17, 2024, the Company paid down $0.6 million of the Convertible Notes through an open market purchase of 23,280 units at a total purchase price of $1.3 million.
The June 2024 Term Loan is collateralized by Cypress Shopping Center, Conyers Crossing, Chesapeake Square, Sangaree Plaza and Tri-County Plaza. On November 6, 2025, the Company made a $3.1 million principal payment on the June 2024 Term Loan with the sale of Tri-County Plaza and paid a $0.6 million loan prepayment premium.
Additionally, we monitor market conditions to adjust our capital allocation accordingly, maintain a disciplined financial approach and seek to optimize returns while managing exposure to interest rate volatility. The degree and pace of inflation and interest rate changes have had and may continue to have impacts on our business.
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.
Accordingly, under Section 14.02 (Optional Conversion) of the indenture governing the Convertible Notes (the "Indenture"), the Conversion Price was further adjusted, as of February 5, 2025, to approximately $3.88 per share of the Company’s Common Stock (approximately 6.44 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
Subsequent to year-end, as a result of the February 2026 Series D Preferred Stock redemptions the Conversion Price was further adjusted for the Convertible Notes to approximately $2.60 per share of the Company’s Common Stock (approximately 9.62 shares of Common Stock for each $25.00 of principal amount of the Convertible Notes being converted).
(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. Big Lots Chapter 11 Bankruptcy On September 9, 2024, Big Lots, Inc. and its affiliates (collectively, "Big Lots"), filed for protection under chapter 11 of the U.S.
(2) Lease data presented is based on average rate per square foot over the renewed or new lease term. (3) The Company does not include ground leases entered into for the purposes of new lease square feet and weighted average rate (per square foot) on new leases.
In 2024, the Company issued an aggregate of 4,368 shares of its Common Stock upon the conversion of Convertible Notes by certain holders thereof, which resulted in an aggregate net loss on conversion of Convertible Notes of $0.4 million.
Convertible Notes During the year ended December 31, 2025, the Company issued an aggregate of 17,882 shares of its Common Stock to settle conversion requests of the holders of the Convertible Notes comprising an aggregate principal amount of $1.5 million, which resulted in an aggregate net loss on conversion of Convertible Notes of $0.9 million.
Other non-recurring expenses were $0.4 million for the year ended December 31, 2024, a result of loan defeasance payments. Other non-recurring expenses were $2.1 million for the year ended December 31, 2023, a result of $1.8 million in loan defeasance payments and $0.3 million costs to demolish decommissioned space not included in the Company's gross leasable area.
Other non-recurring expenses were $1.3 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively, a result of loan prepayment premiums.
The total cumulative dividends in arrears for Series D Preferred Stock is $32.8 million as of December 31, 2024 ($14.67 per share). 16 New Leases and Leasing Renewals The following table presents selected lease activity statistics for our properties: Years Ended December 31, 2024 2023 Renewals (1) : Leases renewed with rate increase (sq feet) 768,286 712,873 Leases renewed with rate decrease (sq feet) 43,360 — Leases renewed with no rate change (sq feet) 157,504 295,173 Total leases renewed (sq feet) 969,150 1,008,046 Leases renewed with rate increase (count) 156 116 Leases renewed with rate decrease (count) 3 — Leases renewed with no rate change (count) 11 20 Total leases renewed (count) 170 136 Options exercised (count) 34 31 Weighted average on rate increases (per sq foot) $ 1.36 $ 0.86 Weighted average on rate decreases (per sq foot) $ (0.86) $ — Weighted average rate (per sq foot) $ 1.04 $ 0.61 Weighted average change over prior rates 9.48 % 6.54 % New Leases (1) (2) : New leases (sq feet) 230,953 406,649 New leases (count) 55 68 Weighted average rate (per sq foot) $ 14.45 $ 12.43 Weighted average change of new leases over prior rates 21.35 % 14.68 % (1) Lease data presented is based on average rate per square foot over the renewed or new lease term.
New Leases and Leasing Renewals The following table presents selected lease activity statistics for our properties: 17 Years Ended December 31, 2025 2024 Property Data (1) : Number of retail shopping centers owned and leased, end of period 62 72 Aggregate gross leasable area, end of period 7,018,837 7,660,979 Renewals (2) : Leases renewed with rate increase (sq feet) 642,385 768,286 Leases renewed with rate decrease (sq feet) — 43,360 Leases renewed with no rate change (sq feet) 157,808 157,504 Total leases renewed (sq feet) 800,193 969,150 Leases renewed with rate increase (count) 135 156 Leases renewed with rate decrease (count) — 3 Leases renewed with no rate change (count) 10 11 Total leases renewed (count) 145 170 Options exercised (count) 33 34 Weighted average on rate increases (per sq foot) $ 1.51 $ 1.36 Weighted average on rate decreases (per sq foot) $ — $ (0.86) Weighted average rate (per sq foot) $ 1.21 $ 1.04 Weighted average change over prior rates 11.7 % 9.5 % New Leases (2) (3) : New leases (sq feet) 252,374 230,953 New leases (count) 44 55 Weighted average rate (per sq foot) $ 13.05 $ 14.45 Weighted average change of new leases over prior rates 26.4 % 21.4 % (1) Excludes the undeveloped land parcels.
Inflation, Deflation and Economic Condition 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.
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.
Property operating expenses were higher primarily as a result of (1) an increase in insurance of $0.3 million and (2) an increase in management fees of $0.1 million, partially offset by (3) a decrease of $0.2 million in ground rent expense, a result of the 2023 acquisition of a land parcel located on the Company's property.
Property operating expenses were lower primarily as a result of (1) a decrease of $3.3 million in operating expenses attributable to properties that were sold in 2024 and 2025, partially offset by (2) an increase of $0.6 million in grounds and landscaping, primarily due to an increase in snow removal, (3) an increase of $0.3 million in real estate taxes and insurance and (4) an increase of $0.1 million in utilities.
These subscriptions were approved by the disinterested directors of the Company, and, after the formation of the Related Person Transactions Committee (the “RPT Committee”), by the RPT Committee. F or the years ended December 31, 2024 and 2023, the Company recognized $323 thousand and $204 thousand in fees, respectively.
The initial subscription was approved by the disinterested directors of the Company, and, after the formation of the Related Person Transactions Committee (the “RPT Committee”), by the RPT Committee. For the year ended December 31, 2025, the Company recorded $2.4 million in unrealized holding gains through other comprehensive income, net of investment fees.
Noncontrolling Interests - Consolidated Subsidiary 14 During the year ended December 31, 2024, Cedar repurchased and retired 791,306 shares of Cedar Series C Preferred Stock in a series of repurchase transactions, including through a "modified Dutch auction" tender offer that commenced in September 2024 (the "September 2024 Cedar Tender Offer").
The shares of Cedar Series C Preferred Stock were repurchased for an aggregate of $31.3 million. During the year ended December 31, 2025, Cedar repurchased and retired 592,372 shares, respectively, of Cedar Series B Preferred Stock through a tender offer. The shares of Cedar Series B Preferred Stock were repurchased for an aggregate of $10.6 million.
Cash outflows: • $10.8 million for distributions paid on noncontrolling interests; • $4.4 million payments for deferred financing costs; • $1.8 million defeasance payments; • $3.1 million repurchase of debt securities; and • $1.8 million scheduled loan principal payments on debt.
Cash outflows: • $41.9 million repurchase of noncontrolling interests; • $15.3 million payment on August 2025 Credit Facility; • $9.1 million payment on October 2022 Cedar Term Loan related to the sale of Webster Commons; • $6.6 million for distributions paid on noncontrolling interests; • $4.2 million payment on Winslow Plaza loan related to the sale of Winslow Plaza; • $4.0 million payment on April 2025 Cedar Bridge Loan; • $3.1 million payment on June 2024 Term Loan related to the sale of Tri-County; • $1.8 million scheduled loan principal payments on debt; • $1.9 million payment on June 2022 Term Loan related to the sale of Lake Murray; • $1.3 million for loan prepayment premiums; • $1.0 million payment on June 2022 Term Loan related to the sale of South Lake; and • $0.5 million payments for deferred financing costs.
Financing activities during the year ended December 31, 2023 primarily consist of: Cash inflows: • $16.4 million 2023 loan refinancing activities, net, including the Timpany Plaza Loan Agreement.
Financing activities during the year ended December 31, 2025 primarily consist of: Cash inflows: • $15.3 million loan proceeds a result of the August 2025 Cedar Credit Facility; and • $10.0 million loan proceeds a result of the April 2025 Cedar Bridge Loan.
In 2024 and through the 2025 expiration of the December 2024 Cedar Tender Offer, the Company has repurchased a total of 1,436,582 shares of Cedar Series C Preferred Stock for a purchase price of approximately $21.2 million, excluding fees and expenses. These repurchases were funded by asset sales.
In 2024 and 2025, the Company repurchased and retired a total of 2,770,778 shares of Cedar Series C Preferred Stock and 592,372 shares of Cedar Series B Preferred Stock, which carried an aggregate liquidation value of $84.1 million, for approximately $53.4 million, including fees and expenses, and for 27,000 shares of Series D Preferred Stock.
The Company’s portfolio had total gross rentable space of approximately 7,661,000 square feet and a leased level of approximately 93.1% at December 31, 2024. 12 In August 2022, the Company acquired Cedar, and as a result of such transaction acquired its then 19 shopping centers (the majority of which are grocery-anchored), which increased the Company’s presence in the Northeast.
The Company’s portfolio had total gross rentable space of approximately 7,019,000 square feet and a leased level of approximately 94.3% at December 31, 2025. The consolidated financial statements included in this Form 10-K include Cedar.
Preferred Dividends At September 21, 2024, the annual dividend rate increased by 2% of the liquidation preference per annum to 14.75%, including the default rate.
For the year ended December 31, 2025, the investment fees were $0.6 million. See Note 4 to the accompanying audited consolidated financial statements for additional details. Preferred Dividends At September 21, 2025, the annual dividend rate increased by 1.25% of the liquidation preference per annum to 16.0%, including the default rate, the maximum rate per the Company's Articles Supplementary.
Removed
Dispositions The following properties were sold during the year ended December 31, 2024 (in thousands): Disposal Date Property Contract Price Gain (Loss) Net Proceeds December 26, 2024 South Philadelphia retail center - Philadelphia, Pennsylvania $ 21,000 $ (5,389) $ 16,736 November 27, 2024 Brickyard Plaza land parcel - Berlin, Connecticut 1,150 973 1,050 September 12, 2024 Kings Plaza - New Bedford, Massachusetts 14,200 6,509 13,746 September 11, 2024 Edenton Commons land parcel - Edenton, North Carolina 1,400 574 1,312 June 26, 2024 Oakland Commons - Bristol, Connecticut 6,000 3,363 5,662 June 18, 2024 Harbor Point land parcel - Grove, Oklahoma n/a (480) n/a On June 18, 2024, the Company entered into a settlement agreement (the "Harbor Point Settlement Agreement") with the City of Grove, Oklahoma and the Grove Economic Development Authority of Grove, Oklahoma (collectively, the "City of Grove"), which provided for the transfer of the Harbor Point land parcel and a one-time payment of $160 thousand to the City of Grove in exchange for a release of the Company from all increment taxes and other obligations under the Economic Development Agreement the Company had entered into with the City of Grove and the dismissal of the litigation commenced by the City of Grove against the Company.
Added
The Company's asset dispositions were executed, in part, to capitalize on the value created through those investments. Additionally, the Company 13 executed a series of capital management and financing transactions designed to support its strategic objective of redeploying capital generated from these asset dispositions to enhance cash flow.
Removed
Impairment During the year ended December 31, 2024, the Company recorded impairment charges of $1.2 million on Oregon Avenue, located in Philadelphia, Pennsylvania.
Added
These transactions included entering into short‑term and intermediate‑term credit arrangements to provide liquidity utilizing proceeds from asset sales to reduce borrowings, make investments and completing repurchases of outstanding Cedar Preferred Stock.
Removed
As a result of that transaction, the Company recognized a $0.7 million 13 loss for the year ended December 31, 2024, which represents the fair value of the purchase over principal pay down. The loss is included in "other expense" on the consolidated statements of operations.
Added
Dispositions The following properties were sold during the year ended December 31, 2025 (in thousands): Disposal Date Property Contract Price Gain (Loss) Net Proceeds November 6, 2025 Tri-County Plaza - Royston, Georgia $ 5,125 $ 1,399 $ 4,775 November 3, 2025 Fieldstone Marketplace - New Bedford, Massachusetts 12,200 235 10,600 October 31, 2025 Carll's Corner - Bridgeton, New Jersey 3,657 (15) 2,784 October 29, 2025 South Philadelphia Land Parcel - Philadelphia, Pennsylvania 4,400 1,306 3,455 October 16, 2025 Lake Murray - Lexington, South Carolina 4,560 555 4,189 June 26, 2025 Winslow Plaza - Sicklerville, New Jersey 8,650 3,784 7,854 May 15, 2025 Devine Street - Columbia, South Carolina 7,100 1,054 6,758 May 1, 2025 Amscot Building - Tampa, Florida 600 348 523 March 13, 2025 Oregon Avenue - Philadelphia, Pennsylvania 3,000 80 2,765 March 6, 2025 South Lake - Lexington, South Carolina 1,900 (1,010) 1,633 February 11, 2025 Webster Commons - Webster, Massachusetts 14,500 6,618 13,907 The Company recorded impairment charges for the year ended December 31, 2025 of $2.5 million on Carll's Corner.
Removed
For the February 2025 Series D Preferred Stock redemptions subsequent to year-end, the lowest price at which any Series D Preferred Stock was converted by a holder thereof into Common Stock was approximately $7.05.
Added
Assets Held for Sale As of December 31, 2025, Moncks Corner, located in Moncks Corner, South Carolina, Darien Shopping Center, located in Darien, Georgia, Ridgeland, located in Ridgeland, South Carolina, and an outparcel at St. George Plaza, located in St. George, South Carolina, have been classified "assets held for sale" in the accompanying consolidated balance sheet.
Removed
Interest on the Convertible Notes is payable semi-annually in arrears on June 30 and December 31 of each year.
Added
October 2022 Cedar Term Loan Paydown On October 28, 2022, Cedar entered into a term loan agreement with Guggenheim Real Estate, LLC, (the "October 2022 Cedar Term Loan"). Upon the 2024 disposition of a vacant land parcel at Brickyard Plaza, the Company paid down approximately $0.4 million to release the land parcel from collateral.
Removed
Exchange of Series B Preferred Stock and Series D Preferred Stock for Common Stock On October 8, 2024, the Company agreed to issue 11,000 shares of its Common Stock to an unaffiliated holder of the Company’s securities in exchange for 22,000 shares of the Company’s Series D Preferred Stock and 22,000 shares of the Company's Series B Preferred Stock from the investor.
Added
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. June 2022 Term Loan with Paydowns On June 17, 2022, the Company entered into a term loan agreement with Guggenheim Real Estate, LLC (the “June 2022 Term Loan”).

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