New York, NY – October 31, 2025 – Cedar Realty Trust, Inc. (NYSE: CDRpB)(NYSE: CDRpC), now a wholly-owned subsidiary of Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR), has once again affirmed its commitment to its preferred shareholders by declaring regular quarterly dividends on its 7.25% Series B Cumulative Redeemable Preferred Stock (NYSE: CDRpB) and its 6.50% Series C Cumulative Redeemable Preferred Stock (NYSE: CDRpC). These declarations, with payments made in August 2025, underscore the continued stability of these income-generating securities, even as the company operates under a new corporate structure.
The consistent payout of these fixed dividends is a crucial event for preferred shareholders, providing a predictable income stream in a sometimes volatile market. For the company and its parent, Wheeler Real Estate Investment Trust, these declarations reflect ongoing financial discipline and the ability to meet fixed obligations, which is a key indicator of financial health and stability, particularly after the significant corporate restructuring Cedar Realty Trust underwent in 2022.
Sustained Payouts Amidst Corporate Evolution
Cedar Realty Trust, Inc. has maintained a remarkably consistent dividend payment schedule for its preferred stock series, a testament to the cumulative nature of these securities and the company's commitment to its obligations. For the 7.25% Series B Cumulative Redeemable Preferred Stock (NYSE: CDRpB), a cash dividend of $0.453125 per share was declared on July 28, 2025, and subsequently paid on August 20, 2025, to shareholders of record as of August 8, 2025. Similarly, holders of the 6.50% Series C Cumulative Redeemable Preferred Stock (NYSE: CDRpC) received a cash dividend of $0.40625 per share on the same payment date, following its declaration on July 28, 2025. These payments are part of a stable trend, with identical quarterly dividends also declared and paid throughout 2024 and earlier in 2025.
This consistent dividend stream is particularly significant given the dramatic corporate transformation Cedar Realty Trust underwent. In a series of transactions culminating in August 2022, Cedar Realty Trust sold a substantial portion of its grocery-anchored shopping centers and redevelopment projects. Subsequently, the remaining assets were acquired by Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) in an all-cash merger, converting Cedar Realty Trust into a wholly-owned subsidiary and delisting its common stock from the NYSE. Crucially, as part of the merger agreement, the Series B and Series C preferred stocks remained outstanding and continued to trade on the New York Stock Exchange under their existing ticker symbols, ensuring the continuity of dividend payments for preferred shareholders.
Key players in this ongoing narrative include the Board of Directors of Cedar Realty Trust, Inc., operating under the oversight of Wheeler Real Estate Investment Trust management, who are responsible for these dividend declarations. The primary stakeholders are the preferred shareholders themselves, who rely on these fixed income streams. Initial market reactions to these consistent declarations, especially in the context of the post-merger environment, suggest a generally stable perception of these preferred shares, with their continued trading on the NYSE indicating ongoing investor interest in these income-generating securities. The absence of future declarations beyond the immediate quarter is standard practice for most companies.
Recent company announcements in 2025 further illustrate active management of these preferred shares. Cedar Realty Trust authorized a preferred stock repurchase program in August 2025 and completed tender offers for both Series B and Series C preferred shares earlier in the year. These actions, aimed at optimizing the capital structure, demonstrate a proactive approach by management to potentially reduce outstanding preferred obligations, which can be viewed positively by remaining preferred shareholders as it might enhance the security of their holdings.
Implications for Stakeholders and Financial Health
The continued declaration of preferred stock dividends by Cedar Realty Trust, Inc. has distinct implications for various stakeholders and the company's financial standing, which is now intertwined with its parent, Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR).
For preferred shareholders of Cedar Realty Trust (NYSE: CDRpB and NYSE: CDRpC), these declarations are a clear win. They ensure the consistent receipt of fixed, cumulative dividends, a primary reason for investing in preferred stock. The cumulative feature is especially reassuring; if dividends were ever missed, they would accrue and need to be paid before any distributions could be made to common shareholders. This provides a strong layer of income predictability and a senior claim in the capital structure, a characteristic that was affirmed by courts in 2024 when a class-action lawsuit by preferred shareholders alleging breach of contract related to the merger was dismissed. The ongoing tender offers and repurchase authorizations also offer liquidity options and potential capital appreciation if shares are bought back at or above an investor's purchase price.
Conversely, the impact on common shareholders is now indirect, primarily affecting the common stockholders of Wheeler Real Estate Investment Trust (NASDAQ: WHLR). As the ultimate parent, Wheeler must ensure that Cedar Realty Trust has sufficient cash flow to cover its preferred dividend obligations before any earnings can be upstreamed to Wheeler or distributed to Wheeler's own common shareholders from Cedar's operations. This fixed obligation represents a mandatory claim on cash flow, potentially limiting the capital available for Wheeler's common stock dividends, share buybacks, or other growth investments. Thus, while ensuring preferred shareholder satisfaction, it also imposes a financial discipline on the parent company.
For Cedar Realty Trust as a subsidiary, and by extension, Wheeler Real Estate Investment Trust, the consistent payment of preferred dividends is a critical indicator of financial health and creditworthiness. It demonstrates the ability to manage fixed financial obligations, which is crucial for maintaining a positive reputation in capital markets. Failure to pay these dividends would signal financial distress and could lead to credit rating downgrades, making future financing more difficult or expensive for Wheeler. However, these fixed payments also reduce the amount of cash flow that can be retained for reinvestment, potentially constraining future growth opportunities if external capital is not readily affordable. The recent repurchase programs, however, suggest a strategic effort to optimize the capital structure by reducing these ongoing dividend liabilities, potentially freeing up cash flow in the long term.
In the broader REIT sector, these dynamics are not unique. Many retail REITs, such as Kimco Realty Corporation (NYSE: KIM) or Urstadt Biddle Properties Inc. (NYSE: UBP, with various preferred series), utilize preferred stock as a financing tool. The situation with Cedar Realty Trust serves as a case study, demonstrating how preferred shares can maintain their investment characteristics through significant corporate events, provided their contractual rights are upheld. It also highlights the importance for investors to scrutinize the financial health of the ultimate parent company when investing in preferred shares of a subsidiary.
Broader Significance and Industry Resonance
The consistent preferred stock dividend declarations by Cedar Realty Trust, Inc. (NYSE: CDRpB)(NYSE: CDRpC) hold wider significance, reflecting and reinforcing several key trends within the Real Estate Investment Trust (REIT) industry concerning dividend policies and capital structure. This event serves as a practical example of how hybrid securities like preferred stock navigate corporate transformations and market dynamics.
Firstly, the situation underscores the resilience and unique positioning of preferred stock within a REIT's capital structure. Cedar's preferred shares remained outstanding and continued to pay dividends even after the common stock was delisted and the company became a subsidiary of Wheeler Real Estate Investment Trust (NASDAQ: WHLR). This demonstrates the inherent protections of preferred equity, particularly its senior claim on earnings and assets over common stock, and the cumulative dividend feature that mandates payment of any arrears. This stability, even through a major M&A event, can bolster investor confidence in REIT preferreds as a reliable income source, especially in an environment where income stability is highly valued.
Secondly, this event aligns with broader industry trends in capital structure management. Many REITs strategically utilize preferred stock to diversify their capital sources, often finding it more favorably viewed by credit rating agencies than traditional debt, as it can be considered a form of equity. The active management of Cedar's preferred shares by Wheeler, including tender offers and repurchase authorizations in 2025, reflects a common strategic pivot among REITs to optimize their cost of capital, reduce ongoing dividend obligations, and simplify their balance sheets. This can free up capital for other investments or debt reduction, ultimately enhancing the parent company's financial flexibility.
Potential ripple effects on competitors and partners in the REIT sector are notable. The legal affirmation that the Cedar-Wheeler merger did not infringe upon preferred shareholder rights could set a precedent for future REIT mergers and acquisitions. This might encourage acquiring entities to maintain preferred stock obligations rather than risking legal challenges, thereby potentially stabilizing the market for preferred shares in M&A contexts. Increased investor confidence in the stability of REIT preferred dividends could also lead to more favorable pricing and demand for similar offerings from other REITs, influencing their future capital-raising strategies.
From a regulatory and policy perspective, the consistent payment of dividends by Cedar Realty Trust, as a REIT subsidiary, reinforces the stringent rules governing REIT distributions. To maintain its tax-advantaged status, a REIT must distribute at least 90% of its taxable income to shareholders annually, inherently prioritizing dividend payments. This regulatory framework provides a baseline assurance for preferred dividends. Furthermore, the tax treatment of REIT preferred dividends, which can benefit from the 20% pass-through income deduction introduced by the TCJA, adds to their attractiveness for certain investors, influencing overall market demand.
Historically, the stability of REIT preferred stock dividends has been evident in prior economic downturns, such as the 2008 financial crisis, where many common stock dividends were cut, but preferred dividends largely continued. This event with Cedar Realty Trust, while different in nature, similarly highlights the relative resilience of preferred dividends during periods of corporate change, serving as a modern-day comparison that reinforces the long-standing investment thesis for these hybrid securities.
Navigating the Path Ahead: What Comes Next
For Cedar Realty Trust, Inc. (NYSE: CDRpB)(NYSE: CDRpC) and its preferred shareholders, the future is inextricably linked to the strategic direction and financial health of its parent company, Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR). The landscape suggests both short-term continuity and long-term strategic evolution.
In the short term, preferred shareholders can reasonably expect the continued declaration and payment of their fixed quarterly dividends, maintaining the income predictability that is a hallmark of these securities. However, investors should remain attentive to further capital structure optimization efforts by Wheeler REIT. The tender offers for Series B and Series C preferred shares executed in early 2025, and the repurchase authorization in August 2025, signal an ongoing strategy to reduce preferred stock obligations. These actions could provide liquidity for shareholders willing to sell, albeit potentially at a discount to the $25 liquidation preference, while also benefiting remaining holders by reducing the outstanding float. Market price volatility for these preferred shares will continue to be influenced by prevailing interest rates and the market's perception of Wheeler REIT's creditworthiness and operational performance.
Looking at the long term, the outlook for Cedar's preferred stock hinges on Wheeler REIT's ability to successfully execute its strategy of owning and operating grocery-anchored shopping centers in secondary and tertiary markets. This niche focus aims to provide a more stable, necessity-based retail portfolio, which could support consistent cash flow for preferred dividends. A key long-term possibility for preferred shareholders is the eventual redemption of their shares by Wheeler REIT at their liquidation preference, often after a certain call date, should the parent company's financial position strengthen and it seeks to further simplify its capital structure. However, it's crucial to acknowledge Wheeler REIT's complex financial history, including past suspensions of its own preferred dividends, which introduces a layer of risk for Cedar's preferred shares.
Potential strategic pivots or adaptations for Wheeler Real Estate Investment Trust will likely center on continued capital structure optimization, including further repurchases or exchanges of preferred stock to reduce dividend burdens. Expect ongoing portfolio refinement through strategic dispositions of non-core assets and acquisitions that align with its grocery-anchored strategy. Operational efficiency, robust leasing activity, and prudent debt management will be paramount to ensure sufficient cash flow to cover all obligations.
Market opportunities for Wheeler REIT lie in the historical resilience of grocery-anchored retail during economic downturns and potential value-add opportunities in secondary markets. However, challenges include the persistent threat of rising interest rates, which can increase borrowing costs and make fixed-income investments less attractive, as well as ongoing competition from e-commerce and broader economic headwinds that could impact tenant sales and property valuations.
In various scenarios, preferred shareholders could experience stable income with eventual redemption (a moderate-to-positive outcome), continued trading at a discount with opportunistic repurchases (neutral-to-moderate), or, in a severe downturn for Wheeler REIT, a negative outcome involving dividend suspension or deferral. For Wheeler Real Estate Investment Trust, scenarios range from successful integration and growth to prolonged financial stress, each with varying implications for its common shareholders and its ability to support its subsidiaries' preferred obligations.
Wrapping Up: Key Takeaways and Future Watchpoints
The recent preferred stock dividend declarations by Cedar Realty Trust, Inc. (NYSE: CDRpB)(NYSE: CDRpC), a subsidiary of Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR), serve as a critical affirmation of financial commitment in a post-merger landscape. The key takeaway is the remarkable consistency of these dividend payments, which highlights the inherent stability and senior claim of cumulative preferred stock, even when the underlying common equity undergoes a significant corporate restructuring. This continuity provides a predictable income stream for preferred shareholders, reinforcing their investment thesis.
Moving forward, the market assessment for Cedar's preferred shares remains largely tied to the strategic and financial performance of Wheeler Real Estate Investment Trust. While the preferred shares continue to trade on the NYSE, their value and security are ultimately a function of the parent company's ability to generate sufficient cash flow from its portfolio of retail properties. The active engagement by Wheeler/Cedar in tender offers and repurchases of these preferred shares indicates a strategic effort to manage and potentially reduce these liabilities, which can be viewed as both a mechanism to optimize capital structure and a source of liquidity for existing preferred shareholders.
The lasting impact of this situation reinforces the importance of carefully scrutinizing the terms and protections of preferred stock, especially in the context of mergers and acquisitions. The legal outcome of the preferred shareholders' lawsuit, affirming that the merger did not infringe upon their rights, sets a precedent for how preferred stock covenants are interpreted during corporate transformations. This event underscores that while preferred shares offer enhanced security over common equity, they are not immune to the broader financial health and strategic decisions of the ultimate parent entity.
Investors should closely watch several factors in the coming months. Foremost are the continued, timely dividend declarations for both Series B and Series C preferred stock. Any deviation from this consistent pattern would be a significant red flag. Additionally, investors should monitor for further tender offers, repurchase programs, or potential full redemptions, as these actions will directly affect the liquidity and outstanding volume of the shares. Crucially, a thorough understanding of the financial health and operational performance of Wheeler Real Estate Investment Trust (NASDAQ: WHLR) will be paramount, as its success directly underpins Cedar Realty Trust's ability to meet its preferred obligations. Finally, broader real estate market conditions, particularly in the retail sector, and the prevailing interest rate environment will continue to influence the perceived value and attractiveness of these fixed-income securities.
This content is intended for informational purposes only and is not financial advice