Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Franklin Michael Andrew 2. Issuer Name and Ticker or Trading Symbol CEDAR REALTY TRUST, INC. [CDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 2529 VIRGINIA BEACH BLVD 3. Date of Earliest Transaction (Month/Day/Year) 04/10/2025 (Street) VIRGINIA BEACH, VA 23452 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 7.25% Series B Cumulative Redeemable Preferred Stock 04/10/2025 S 752 D $17.75(1) 2,138 D 6.50% Series C Cumulative Redeemable Preferred Stock 855 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Franklin Michael Andrew 2529 VIRGINIA BEACH BLVD VIRGINIA BEACH, VA 23452	X		CEO

Signatures

/s/ M. Andrew Franklin		04/14/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On February 21, 2025, Cedar Realty Trust, Inc. (the "Issuer") announced concurrent but separate offers to purchase up to an aggregate amount of $9,500,000 of (i) up to 584,615 shares of its 6.50% Series C Cumulative Redeemable Preferred Stock for $16.25 per share, in cash, and (ii) up to 535,211 shares of its 7.25% Series B Cumulative Redeemable Preferred Stock (the "Series B Shares") for $17.75 per share (the "Series B Share Price"), in cash, which expired on March 21, 2025 (each, a "Tender Offer"). On March 24, 2025, the Issuer announced that the Series B Tender Offer would remain open until April 4, 2025 and the aggregate amount of shares that may be purchased under the Tender Offers was increased to $19,500,000 following the expiration of the Series C Tender Offer. On April 10, 2025, in accordance with the terms of the Tender Offers, the Issuer purchased 592,372 Series B Shares at the Series B Share Price, including 752 Series B Shares tendered by the Reporting Person.

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