Cedar Preferred Stockholder Settlement

The purpose of the Notice is to explain the Action, the terms of the proposed Settlement, and how the Settlement affects the legal rights of Class Members.

In a stockholder class action like the Action, one or more individuals and/or entities who were stockholders at the time certain claims arose sue on behalf of and for the benefit of other similarly situated stockholders, seek to enforce the legal rights of such other stockholders (also known as “class members”). In this Action, Plaintiffs asserted a breach of fiduciary duty claim under Maryland law against the Defendants on behalf of the Class Members.

As described more fully in FAQ 12 and FAQ 13, Class Members in this Action have the right to (i) request exclusion from the Class in order to avoid being bound by the Settlement, or (ii) object in writing to the proposed Settlement, including the proposed Plan of Allocation, the application by Plaintiffs’ Counsel for a Fee and Expense Award, and the application by Plaintiffs for Service Awards. Class Members also have the right to appear and be heard at the Settlement Hearing, either personally or through counsel, which hearing will be held virtually before The Honorable Ronald B. Rubin of the Maryland Circuit Court of Montgomery County on October 8, 2026, at 9:30 a.m.

The Court has reserved the right to adjourn or continue the Settlement Hearing, without further notice to you other than by announcement at the Settlement Hearing or any adjournment thereof, or notation on the docket in the Action. The Court has further reserved the right to approve the Settlement, at or after the Settlement Hearing, with such modifications as may be consented to by the Parties without further notice of any kind

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.

On March 2, 2022, after the markets closed, Defendants announced a series of related transactions (“Transactions”) consisting principally of: (i) Cedar’s sale of 33 properties to a third party (DRA Advisors) for net proceeds of $266 million (to be paid exclusively to Common Stockholders), and (ii) the sale of Cedar’s Common Stock to Wheeler Real Estate Investment Trust, Inc. (“Wheeler”) for $130 million (to be paid exclusively to Common Stockholders from the proceeds of a loan secured by 19 properties retained by Cedar (“Wheeler Merger”). There was no provision for any payment to Preferred Stockholders. Instead, the agreements governing the Transactions provided that the Preferred Stock would remain outstanding and publicly traded as an ongoing obligation of Cedar (with Cedar being wholly owned by Wheeler after the Transactions closed).

On March 3, 2022, the first trading day after the Transactions were announced, while the market capitalization of Cedar’s Common Stock rose 14.55%, the market capitalization of Cedar’s Series B Preferred Stock fell approximately 49.4%, and the market capitalization of Cedar’s Series C Preferred Stock fell approximately 56.9%, resulting in a combined loss in market capitalization of Cedar’s Preferred Stock of approximately $83.4 million.

On August 22, 2022, the Wheeler Merger closed.

On February 18, 2025, the Plaintiffs filed the complaint (“Complaint”) in this Action on behalf of themselves and other Class Members alleging a claim for breach of fiduciary duty under Maryland law against the Defendants in connection with the Transactions, and the subsequent drop in Preferred Stock prices on March 3, 2022.

On May 2, 2025, Defendants filed a Motion to Dismiss the Complaint, and briefing on Defendants’ Motions to Dismiss was completed on July 21, 2025.

On November 20, 2025, a hearing on the Motion to Dismiss was held before The Honorable Ronald B. Rubin of the Maryland Circuit Court of Montgomery County. At the hearing, the Court orally denied the Motion to Dismiss.

On January 2, 2026, the Court issued a written decision denying the Motion to Dismiss. Thereafter, the Parties engaged in intense fact discovery, including: (i) Defendants filing an Answer denying all substantive allegations of the Complaint and asserting twenty affirmative defenses; (ii) Defendants serving 42 Requests for Production of documents, to which Plaintiffs responded and objected; (iii) Plaintiffs serving 86 Requests for Production of documents, to which Defendants responded and objected; (iv) Plaintiffs serving subpoenas requesting documents and deposition testimony on Cedar and Wheeler, to which Cedar and Wheeler responded and objected; (v) Defendants serving 15 Interrogatories on Plaintiffs, to which Plaintiffs served verified responses and objections; (vi) Plaintiffs serving 15 Interrogatories on Defendants, to which Defendants served verified responses and objections; (vii) Defendants reviewing and producing 26,299 documents to Plaintiffs totaling 418,641 pages, and Wheeler producing 2,801 documents to Plaintiffs totaling 32,554 pages (including documents produced by the Stilwell Group), which documents Plaintiffs reviewed and tagged to identify key documentary evidence for use at depositions of Defendants and representatives of Cedar and Wheeler, and in connection with briefing summary judgment; (viii) an e-discovery vendor (JND Legal Administration) retained by Plaintiffs’ Counsel collecting 385,081 emails and text messages from the Plaintiffs, of which 296,807 fell within the agreed upon relevant time period of June 3, 2021 through November 6, 2025, of which 13,455 hit on Defendants’ agreed upon search terms, which documents were all reviewed for relevance and privilege and produced to Defendants where relevant (in some instances with partial redactions); (ix) Plaintiffs serving subpoenas requesting production of documents and seeking deposition testimony on multiple entities that had served as advisors and lenders to Cedar and Wheeler in connection with the Transactions or after the Transactions closed; (x) Defendants and Plaintiffs exchanging privilege logs; (xi) the Parties engaging in multiple written and telephonic meet and confer sessions regarding fact discovery; (xii) Defendants deposing all five of the Plaintiffs in April 2026; and (xiii) the Parties scheduling and preparing for the depositions of all eight of the Defendants and three representatives of Cedar and Wheeler in May and June 2026.

In April 2026, the Parties scheduled a mediation with Jed D. Melnick, Esq. (“Mediator”), for May 5, 2026, at the offices of JAMS in New York City.

On April 27, 2026, Plaintiffs and Defendants each submitted 20-page mediation statements to the Mediator, presenting factual evidence and legal arguments in support of their respective positions.

On May 5, 2026, the Parties participated in a nine-hour mediation (“Mediation”) facilitated by the Mediator. At the conclusion of the Mediation, based on a proposal by the Mediator, the Parties reached an agreement to fully and finally settle the claims asserted against Defendants in the Action.

On June 10, 2026, the Parties executed the Stipulation, pursuant to which, among other things, Plaintiffs, on behalf of the Class, agreed to fully and finally settle the breach of fiduciary duty claim asserted against Defendants in the Action in exchange for a cash payment of $8,500,000.00 to the Class.

The Court has preliminarily ordered that the Action shall be maintained as an opt-out class action pursuant to Maryland Rule 2-231(c)(3) on behalf of a class consisting of all record and beneficial owners of shares of Series B Preferred Stock and/or Series C Preferred Stock of Cedar, as of the close of trading on March 2, 2022 (“Class”). Excluded from the Class are the Excluded Stockholders.

In consideration of, among other things, the release of the Released Plaintiff Claims as against the Released Defendant Parties, Defendants (and/or their insurers), Cedar and Wheeler shall pay, or cause to be paid, the Settlement Amount into the Escrow Account in accordance with the Stipulation. Please refer to the Stipulation publicly available on the Important Documents page for a full and complete statement of the terms of the Settlement.

As of the close of trading on March 2, 2022, Cedar had (i) 1,449,609 shares of Series B Preferred Stock outstanding, and (ii) 5,000,000 shares of Series C Preferred Stock outstanding.

On March 2, 2022, the closing price of Cedar’s Series B Preferred Stock was $25.61 per share, and on March 3, 2022, the closing price of Cedar’s Series B Preferred Stock was $12.95 per share. Accordingly, the loss of the market capitalization of Cedar’s Series B Preferred Stock between the close on March 2, 2022, and the close on March 3, 2022, was $18,352,050.00 (which for purposes of the Settlement only are referred to as “Series B Preferred Recognized Damages”).

On March 2, 2022, the closing price of Cedar’s Series C Preferred Stock was $22.85 per share, and on March 3, 2022, the closing price of Cedar’s Series C Preferred Stock was $9.85 per share. Accordingly, the loss of the market capitalization of Cedar’s Series C Preferred Stock between the close on March 2, 2022, and the close on March 3, 2022, was $65,000,000.00 (which for purposes of the Settlement only are referred to as “Series C Preferred Stock Recognized Damages”).

Together, the Series B Preferred Stock Recognized Damages and Series C Preferred Stock Recognized Damages on March 3, 2022, totaled $83,352,050.00 (which for purposes of the Settlement only are referred to as “Total Preferred Stock Recognized Damages”), with (i) Series B Preferred Stock Recognized Damages constituting 22.0% of the Total Preferred Stock Recognized Damages, and (ii) Series C Preferred Stock Recognized Damages constituting 78.0% of the Total Preferred Stock Recognized Damages.

The Settlement Fund created by the deposit of the Settlement Amount into the Escrow Account shall first be used to pay (1) any Fee and Expense Award, (2) any Service Awards, and (3) all Administrative Costs. Following payment of (1), (2), and (3), at such time that Plaintiffs’ Counsel, in its sole discretion, deems it appropriate to move forward with the distribution of the Net Settlement Fund to Eligible Class Members, Plaintiffs will move the Court for entry of a Class Distribution Order authorizing distribution of the Net Settlement Fund to Eligible Class Members.

Upon entry of the Class Distribution Order, and subject to any modifications as the Court may make to the Plan of Allocation described herein, the Settlement Administrator shall allocate (i) 22.0% of the Net Settlement Fund to Eligible Series B Class Members (“Series B Net Settlement Fund Share”), and (ii) 78.0% of the Net Settlement Fund to Eligible Series C Class Members (“Series C Net Settlement Fund Share”). Thereafter, as per the procedures specified below, the Settlement Administrator shall distribute the (i) Series B Net Settlement Fund Share to Eligible Series B Class Members on a pro rata, per-share basis, and (ii) Series C Net Settlement Fund Share to Eligible Series C Class Members on a pro rata, per-share basis.

For Eligible Class Members whose shares of Series B Preferred Stock and/or Series C Preferred Stock shares are held by Cede & Co., as nominee for DTC, the Settlement Administrator shall send their portion of the Net Settlement Fund to DTC for distribution.

The Settlement Administrator shall instruct DTC Participants to distribute the (i) Series B Net Settlement Fund Share to Eligible Series B Class Members on a pro rata, per-share basis, and (ii) Series C Net Settlement Fund Share to Eligible Series C Class Members on a pro rata, per-share basis. The Settlement Administrator shall also provide DTC Participants with a list of Excluded Stockholders, and direct the DTC Participants not to distribute any payment to any Excluded Stockholders.

The Settlement set forth in the Stipulation reflects the results of arm’s-length negotiations between the Parties represented by counsel with extensive experience and expertise in stockholder class action litigation with the assistance of a highly respected and experienced mediator.

The Parties recognize the time and expense that would be incurred by further litigation and the uncertainties inherent in such litigation. This Settlement is not evidence of the validity or invalidity of any claims or defenses in the Action or any other actions or proceedings, or of any wrongdoing by any of the Defendants or of any damages or injury to Plaintiffs or any Class Member.

The entry by Plaintiffs into the Stipulation is not an admission as to the lack of merit of any claims or the merit of any defenses asserted in the Action. Rather, in negotiating and evaluating the terms of this Settlement, Plaintiffs’ Counsel considered the legal and factual defenses to the breach of fiduciary duty claim asserted by Plaintiffs that Defendants raised and might have raised throughout the pendency of the Action, and the immediate and certain benefits to be provided to the Class through the payment of the Settlement Amount. Based upon their evaluation, Plaintiffs and Plaintiffs’ Counsel have determined that the Settlement set forth in the Stipulation is fair, reasonable, and adequate to Plaintiffs and the Class, and that it confers substantial immediate benefits upon the Class, when compared to the risk and uncertainties of continued litigation.

The entry by Defendants into the Stipulation is not and shall not be construed as or deemed to be evidence of an admission as to the merit of any claims or lack of merit of any defenses asserted in the Action. Defendants assert that the Stipulation in no way constitutes an admission of any wrongdoing on the part of Defendants, nor an admission of liability or obligation by any of the Parties, nor a waiver by Defendants of any applicable defense and is solely for the purpose of compromising disputed claims and avoiding further litigation. Defendants expressly deny all assertions of wrongdoing, fault, liability, or damage arising out of any of the conduct, acts or omissions alleged and otherwise deny that they engaged in any wrongdoing or committed any violation of law or breach of duty, but wish to settle and resolve all claims relating to or arising out of the Action on the terms and conditions stated in the Stipulation.

If the Settlement is approved, the Court will enter the Judgment approving the Settlement in accordance with the Stipulation, at which time the Action will be dismissed with prejudice on the merits, and the following releases will become effective:

1. Plaintiffs and all Class Members and their successors and assigns, and any other person or entity legally entitled to bring Released Plaintiff Claims on behalf of the respective Class Member in such capacity only, shall be deemed to have, and by operation of law and of the Judgment shall have, fully, finally and forever, released, settled and discharged the Released Defendant Parties from and with respect to every one of the Released Plaintiff Claims, and shall thereupon be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any Released Plaintiff Claims against any of the Released Defendant Parties.
2. Defendants and the other Released Defendant Parties and their successors and assigns shall be deemed to have, and by operation of law and of the Judgment shall have, fully, finally and forever, released, settled and discharged the Released Plaintiff Parties from and with respect to every one of the Released Defendant Claims, and shall thereupon be forever barred and enjoined from commencing, instituting or prosecuting any of the Released Defendant Claims against any of the Released Plaintiff Parties.

Plaintiffs and other Class members have been represented in this Action by the law firms of Levi & Korsinsky, LLP, and Wohl & Fruchter, LLP (“Plaintiffs’ Counsel”). The following is the contact information for Plaintiffs’ Counsel:

Donald J. Enright, Esq.
LEVI & KORSINSKY, LLP
1101 Vermont Ave., NW, Suite 800
Washington, DC 20005
Tel: 202-524-4290

Joshua E. Fruchter, Esq.
WOHL & FRUCHTER LLP
25 Robert Pitt Drive, Suite 209G
Monsey, NY 10952
Tel: 845-290-6818

Concurrent with seeking final approval of the Settlement, Plaintiffs’ Counsel intends to make an application to the Court for a Fee and Expense Award seeking (i) attorneys’ fees in an amount of up to 33.33% of the Settlement Amount, and (ii) reimbursement of out-of-pocket expenses incurred by Plaintiffs’ Counsel in connection with the Action. If approved by the Court, the Fee and Expense Award will be paid from the Settlement Amount. The application for a Fee and Expense Award shall only request attorneys’ fees and expenses for Plaintiffs’ Counsel.

Concurrent with seeking final approval of the Settlement, each Plaintiff intends to apply for a Service Award in the sum of ten thousand U.S. dollars ($10,000.00), in connection with their active participation in the commencement, prosecution and settlement of this Action, as detailed in the Stipulation. If approved by the Court, the Service Awards will be paid from the Settlement Amount. No other Class Member shall be paid a Service Award, and no portion of any Fee and Expense Award shall be paid to the Plaintiffs or any other Class Member.

The Court will consider the Settlement and all matters related to the Settlement, including the application for a Fee and Expense Award, and applications for Service Awards, at the Settlement Hearing. The Settlement Hearing will be held virtually before the Honorable Ronald B. Rubin of the Maryland Circuit Court of Montgomery County on October 8, 2026, at 9:30 a.m.

Class Members do not need to attend the Settlement Hearing. The Court will consider any objections submitted by any Class Member in accordance with the instructions (including deadline) in FAQ 12 even if a Class Member does not attend the Settlement Hearing. Class Members can receive a payment from the Net Settlement Fund without attending the Settlement Hearing or submitting a claim form.

Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing in-person, or otherwise allow Class Members to appear at the Settlement Hearing remotely by phone or video, without further notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by phone or video, it is important that you monitor the Court’s docket and the Settlement Website, or the docket for the Action, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing, or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement Website. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by telephone or videoconference, the information needed to access the conference will be posted to the Settlement Website.

Any Class Member may file a written objection (“Objection”) to the Settlement and appear at the Settlement Hearing to argue the Objection to the Court, either in person or through counsel of their choice at their own expense. The instructions (including deadline) for making an Objection to the Settlement are set forth below.

Objecting to the Settlement is telling the Court that you do not like something about the proposed Settlement. Importantly, you can object to the Settlement only if you stay in the Class. You cannot, however, simultaneously make an Objection and exclude yourself from the Class since excluding yourself from the Class is telling the Court that you do not want to be part of the Class, and if you are not part of the Class, you have no basis to object because the Settlement no longer binds you.

A Class member may make an Objection to the Settlement without appearing at the Settlement Hearing. You may not, however, appear at the Settlement Hearing to present an Objection to the Settlement unless you first file and serve a written Objection in accordance with the instructions below.

You are not required to hire an attorney to represent you to make an Objection and to appear at the Settlement Hearing to argue your Objection before the Court. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Plaintiffs’ Counsel and Defendants’ Counsel at the addresses set forth below so that the notice is received no later than September 24, 2026.

Except by order of the Court for good cause shown, no Class member shall be entitled to object to the Settlement, and no Objection shall be heard or considered by the Court, unless no later than September 24, 2026, such Class member (an “Objector”) files an Objection with the contents specified below with the Court at 50 Maryland Avenue, Rockville, MD 20850, and serves such Objection upon the following counsel via File & ServeXpress, by hand, or by overnight mail:

Counsel for Plaintiffs

Donald J. Enright, Esq.
LEVI & KORSINSKY, LLP
1101 Vermont Ave., NW, Suite 800
Washington, DC 20005
Tel: 202-524-4290

Joshua E. Fruchter, Esq.
WOHL & FRUCHTER LLP
25 Robert Pitt Drive, Suite 209G
Monsey, NY 10952
Tel: 845-290-6818

Counsel for Defendants

William M. Krulak, Jr., Esq.
MILES & STOCKBRIDGE P.C.
100 Light Street
Baltimore, Maryland 21202
Tel: 410-385-3448

Douglas H. Flaum, Esq.
GOODWIN & PROCTER LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
Tel.: 212-813-8800

Tucker DeVoe, Esq.
GOODWIN & PROCTER LLP
100 Northern Avenue
Boston, MA 02210
Tel: 617-570-1000

Counsel for Cedar and Wheeler

Jerrold A. Thrope, Esq.
GORDON FEINBLATT LLC
1001 Fleet Street, Suite 700
Baltimore, Maryland 21202
Tel.: 410-576-4295

Any Objection must: (i) identify the case name and civil action number, “Aquino, et al. v. Schanzer, et al., Case No.: C-15-cv-25-000731 (Maryland Circuit Court, Montgomery County)”; (ii) state the name, mailing address, telephone number and email address of the Objector and, if represented by counsel, the name, mailing address, telephone number and email address of the Objector’s counsel; (iii) be signed by the Objector; (iv) contain a specific, written statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the Objector wishes to bring to the Court’s attention; (v) provide notice of intention to appear at the Settlement Hearing (if applicable), and if the Objector has indicated that he, she, or it intends to appear at the Settlement Hearing, disclose the identity of any witnesses the Objector may call to testify and any exhibits the Objector intends to introduce into evidence at the Settlement Hearing; and (vi) include documentation sufficient to prove that the Objector is a member of the Class in the form of brokerage account statements, or an authorized statement from the Objector’s broker, showing proof of ownership of shares of Series B Preferred Stock and/or Series C Preferred Stock of Cedar, as of the close of trading on March 2, 2022. The Court, Plaintiffs’ Counsel or Defendants’ Counsel may request that the Objector submit additional information or documentation upon review of the Objection.

Unless the Court otherwise directs, any Class member who fails to object in the manner prescribed above shall be deemed to have forever waived his, her, or its right to object to the Settlement, and shall be forever barred from making any Objection to the Settlement, the proposed Plan of Allocation, the application by Plaintiffs’ Counsel for an award of attorneys’ fees and expenses, the application of Plaintiffs for Service Awards, or any other matter related to the Settlement, in this Action or in any other action or proceeding and shall also be foreclosed from appealing from any judgment or order entered in this Action.

Unless you properly exclude yourself from the Class in accordance with the instructions (including deadline) below, you will give up any rights to sue, and be forever barred from suing, the Defendants and the other Released Defendant Parties on the Released Plaintiff Claims. Thus, if you want to keep any right you may have to sue or continue to sue Defendants and the other Released Defendant Parties on your own on the Released Plaintiff Claims, then you must take steps to remove yourself from the Class. These steps are also referred to as “opting out.” Please Note: If you decide to exclude yourself from the Class, there is a risk that any lawsuit you may later file to pursue the breach of fiduciary duty claim alleged in the Action, or any of the other Released Plaintiff Claims, may be dismissed, including because the suit is not filed within the applicable time periods required for filing suit.

To exclude yourself from the Class, you must mail a signed letter by First-Class Mail stating that you request to be “excluded from the Class in “Aquino, et al. v. Schanzer, et al., Case No.: C-15-cv-25-000731 (Maryland Circuit Court, Montgomery County).” Each request for exclusion must also (i) state the name, mailing address, telephone number, and email address (if any) of the natural person or entity (“Person”) seeking exclusion; and (ii) be signed by the Person (or its authorized representative) requesting exclusion. Requests for exclusion must also include documentation in the form of brokerage account statements, or an authorized statement from a broker, showing the number of shares of Series B Preferred Stock and/or Series C Preferred Stock of Cedar owned by the Person seeking exclusion as of the close of trading on March 2, 2022. Such documentation is required to determine that the Person seeking exclusion is a member of the Class, and thus entitled to seek exclusion.

You cannot exclude yourself by telephone or email. Instead, your written request for exclusion must be mailed so that it is received no later than September 24, 2026, by the Settlement Administrator and Plaintiffs’ Counsel at:

Settlement Administrator

Cedar Preferred Settlement
PO Box 2713
Portland, OR 97208-2713

Counsel for Plaintiffs

Donald J. Enright, Esq.
LEVI & KORSINSKY, LLP
1101 Vermont Ave., NW, Suite 800
Washington, DC 20005
Tel: 202-524-4290

Joshua E. Fruchter, Esq.
WOHL & FRUCHTER LLP
25 Robert Pitt Drive, Suite 209G
Monsey, NY 10952
Tel: 845-290-6818

The Court will exclude from the Class any member who timely submits a valid exclusion request in accordance with the instructions (including deadline) specified above. If your exclusion does not comply with the instructions (including deadline) specified above, it will not be valid, and the Court will not exclude you from the Class, and you will be bound by the Settlement.

Any Person that submits a request for exclusion may thereafter submit to the Settlement Administrator and to Plaintiffs’ Counsel a written and signed revocation of that request for exclusion, provided that it is received no later than two (2) business days before the Settlement Hearing, in which event that Person will be included in the Settlement Class.

If you are excluded from the Class, you cannot receive any payment from the Net Settlement Fund. Also, you cannot object to the Settlement because you will not be a Class Member and the Settlement will not affect you. If you submit a valid exclusion request, you will not be legally bound by the Settlement or anything that happens in the Action, and you may or may not be able to sue (or continue to sue) Defendants and the other Released Defendant Parties in the future.

This website does not purport to be a comprehensive description of the Action, the allegations related thereto, the terms of the Settlement, or the Settlement Hearing. For a more detailed statement of the matters involved in the Action, you may inspect the pleadings, the Stipulation, the Orders entered by the Court, and other papers filed in the Action at the Office of the Register at 50 Maryland Avenue, Rockville, MD 20850, during regular business hours of each business day, or visit the Important Documents page of this website. If you have questions regarding the Settlement, you may write or call Plaintiffs’ counsel: Donald J. Enright, Levi & Korsinsky, LLP, 1101 Vermont Ave., NW, Suite 800, Washington, DC 20005, (202) 524-4292.