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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): August 2, 2023




Cedar Realty Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)




Maryland   001-31817   42-1241468

(State or Other Jurisdiction

of Incorporation)


(Commission File Number)


(IRS Employer

Identification No.)


2529 Virginia Beach Blvd.,

Virginia Beach, VA

(Address of principal executive offices)   (Zip Code)


(757) 627-9088

(Registrant’s Telephone Number, Including Area Code)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


Title of each class Trading Symbol(s) Name of each exchange on which registered
7.25% Series B Cumulative Redeemable Preferred Stock   CDRpB   New York Stock Exchange
6.50% Series C Cumulative Redeemable Preferred Stock   CDRpC   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company


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







Item 7.01 Regulation FD Disclosure


On August 2, 2023, Cedar Realty Trust, Inc. (the “Company”) and its parent company, Wheeler Real Estate Investment Trust, Inc. (“Wheeler”) jointly announced that on August 1, 2023 the United States District Court for the District of Maryland dismissed without leave to amend a putative class action complaint filed against the Company and Wheeler by purported holders of the Company’s preferred stock.


 A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.


The information included in this Current Report on Form 8-K, including the exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits.


Exhibit No.   Description
99.1   Press Release, dated August 2, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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




  By: /s/ M. Andrew Franklin
    M. Andrew Franklin
    Chief Executive Officer and President


Date: August 2, 2023