CDR-C Cedar Realty Trust Inc

Cedar Realty Trust, Inc. 2017 Stock Incentive Plan

2012 Stock Incentive Plan

2004 Stock Incentive Plan

1998 Stock Option Plan

(Full Titles of the Plans)

M. Andrew Franklin

Chief Executive Officer and President

Cedar Realty Trust, Inc.

2529 Virginia Beach Blvd.

Virginia Beach, VA 23452

(Name and address of Agent for Service)

Telephone: (757) 627-9088

(Telephone number, including area code, of agent of service)

Copies to:

David E. Brown, Jr.

Alston & Bird LLP

950 F St. NW

Washington, D.C. 20004

Telephone: (202) 239-3345

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

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 7(a)(2)(B) of the Securities Act.

Deregistration of Securities

These Post-Effective Amendments (these “Post-Effective Amendments”) filed by Cedar Realty Trust, Inc., a Maryland corporation (“Cedar”), deregister all shares of Cedar’s common stock, par value $.06 per share (the “Shares”), that remain unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by Cedar with the U.S. Securities and Exchange Commission (the “Commission”):

On August 22, 2022, pursuant to the Agreement and Plan of Merger (the “Merger”), dated as of March 2, 2022, as amended, by and among Cedar, Wheeler Real Estate Investment Trust, Inc. (“Wheeler”), WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, and Cedar Realty Trust Partnership, L.P., Cedar became a wholly owned subsidiary of Wheeler.

In connection with the consummation of the Merger, Cedar has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with undertakings made by Cedar in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities that remain unsold at the termination of the offerings, Cedar hereby removes from registration all securities registered under the Registration Statements but not sold under the Registration Statements.