Elme Communities Transfers Remaining Assets and Liabilities to Elme Communities Liquidating Trust and Dissolves

Former shareholders now hold generally nontransferable trust interests, with further distributions dependent on funds remaining after liabilities.

Rhea-AI Summary

Elme Communities (ELME) transferred its remaining assets and liabilities to Elme Communities Liquidating Trust and dissolved effective November 6, 2026. Outstanding common shares were automatically cancelled, and shareholders received trust interests proportional to their ownership at the close of business on November 5, 2026.

The interests are generally nontransferable and will not trade on any exchange or over-the-counter. The trust will pay remaining liabilities before distributing any residual funds. An additional reserve of approximately $9.5 million covers costs exceeding estimates and unknown or additional liabilities. Any further distribution's amount and timing rest with the trustee. FTI Consulting employee Mark E. Chertok became sole trustee.

1 point · 1 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

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0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointTransfer and dissolution completed November 6, 2026, implementing the shareholder-approved liquidation plan.

Negative

• Moderate pointApproximately $9.5 million additional cash reserve covers costs exceeding estimates and unknown or additional liabilities. 6% of market cap
• Minor pointTrust interests are generally nontransferable and will not trade on exchanges or over-the-counter.
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional distributions depend on residual funds after liabilities; the trustee solely determines payment amounts and timing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BETHESDA, Md., Nov. 06, 2026 (GLOBE NEWSWIRE) -- Elme Communities (“Elme” or the “Company”) today announced that the Company has completed the transfer of its remaining assets and liabilities to Elme Communities Liquidating Trust, a newly-created Maryland common law trust (the “Liquidating Trust”), for the benefit of the common shareholders of the Company, effective November 6, 2026 (the “Effective Date”) and that the Company was dissolved on the Effective Date. This previously announced transfer and dissolution were contemplated in the Plan of Sale and Liquidation (the “Plan of Sale and Liquidation”) approved by the Company’s Board of Trustees on July 30, 2025 and the Company’s shareholders on October 30, 2025. Also as previously announced, the share transfer books of Elme were closed at the close of business (Eastern Time) on November 5, 2026.

As of the Effective Date, all of the beneficial interests of the Liquidating Trust (the “Beneficial Interests”) are held by the shareholders of the Company, with each shareholder of the Company being deemed automatically to have received a percentage of Beneficial Interests in the Liquidating Trust corresponding to such shareholder’s percentage ownership in the Company as of the close of business on November 5, 2026. Shareholders of the Company were not required to take any action to receive Beneficial Interests in the Liquidating Trust. Subject to certain exceptions related to transfer by will, intestate succession or operation of law, Beneficial Interests in the Liquidating Trust are not transferable, and holders of Beneficial Interests do not have authority or power to sell or in any other manner dispose of their Beneficial Interests. The Beneficial Interests will not trade on the New York Stock Exchange or any other exchange, or over-the-counter (“OTC”). The rights of holders of Beneficial Interests will not be represented by any form of certificate or other instrument. Simultaneously, all outstanding Common Shares and certificates representing Common Shares were automatically cancelled and are no longer deemed outstanding.

As contemplated in the Plan of Sale and Liquidation, the purpose of the Liquidating Trust is to liquidate the remaining assets (which consist primarily of the net cash proceeds from property sales) of the Liquidating Trust and distribute the amounts remaining in the Liquidating Trust, if any, after satisfaction of all remaining liabilities (including any additional liabilities, costs and expenses that may arise during the wind-down process) as an additional liquidating distribution to the holders of the Beneficial Interests upon completion of the wind-down process and in connection with termination of the Liquidating Trust. In addition to the transfer on the Effective Date by the Company to the Liquidating Trust of amounts intended to satisfy known liabilities, costs and expenses of the Company that were not satisfied prior to the Company’s dissolution (and that will be satisfied by the Liquidating Trust as appropriate), as well as net costs or expenses expected to be satisfied by the Liquidating Trust during the wind-down process, an additional cash reserve of approximately $9.5 million was also transferred by the Company to the Liquidating Trust on the Effective Date to cover liabilities, costs or expenses that exceed estimated amounts, as well as any unknown or additional liabilities, costs or expenses that may arise prior to completion of the wind-down process. These transfers were part of the above-described transfer of assets and liabilities on the Effective Date.  The actual amount and timing of payment of any additional liquidating distribution(s) from the Liquidating Trust will be determined by the trustee of the Liquidating Trust in his sole discretion.

Paul T. McDermott, the former President and Chief Executive Officer of the Company, and W. Drew Hammond, the former Executive Vice President, Chief Financial Officer, Chief Administrative Officer, Secretary and Treasurer of the Company, were previously appointed as the initial trustees of the Liquidating Trust. As previously disclosed, FTI Consulting, Inc. has been retained to provide services in connection with completing the wind-down process, including the services of a liquidating trustee to serve as trustee of the Liquidating Trust. Upon the transfer of assets and liabilities to the Liquidating Trust on the Effective Date, Mark E. Chertok, an employee of FTI Consulting, Inc., became the sole trustee of the Liquidating Trust (in such capacity, the “Liquidating Trustee”), and Messrs. McDermott and Hammond ceased to serve as trustees of the Liquidating Trust. The Liquidating Trustee is vested with the authority to oversee the Liquidating Trust and manage the day-to-day affairs of the Liquidating Trust.

Information regarding the expected U.S. federal income tax consequences of the Plan of Sale and Liquidation of the Company is summarized in the Company’s definitive proxy statement, filed with the SEC on September 24, 2025, for the special meeting of shareholders held on October 30, 2025, which is available free of charge through the website maintained by the SEC at http://www.sec.gov or the Liquidating Trust’s website at www.elmecommunities.com. The tax treatment described may vary depending on each shareholder’s particular situation. Additional tax information will be made available on the Liquidating Trust’s website at a later date.  

About Elme Communities and Elme Communities Liquidating Trust

Elme Communities was a Maryland real estate investment trust which formerly traded on the New York Stock Exchange under the ticker symbol ELME and OTC under the symbol ELMES. The Common Shares were delisted from the New York Stock Exchange and ceased trading OTC on November 5, 2026, and Elme was dissolved on November 6, 2026.

Elme Communities Liquidating Trust is a Maryland common law trust. Effective November 6, 2026, Elme Communities transferred its remaining assets and liabilities to Elme Communities Liquidating Trust for the benefit of Elme Communities’ common shareholders in accordance with and as anticipated by the Plan of Sale and Liquidation. The purpose of Elme Communities Liquidating Trust is to liquidate the remaining assets and distribute the amounts remaining in the Liquidating Trust, if any, after satisfaction of all remaining liabilities, to the holders of Beneficial Interests.

Contact (effective as of the Effective Date):

Elme Communities Liquidating Trust
Mark E. Chertok, Trustee
c/o FTI Consulting, Inc.
56 Livingston Avenue, Suite 400
Roseland, NJ 07068
ELMETrustee@fticonsulting.com
202-346-8829

Forward-Looking and Cautionary Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Elme to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Additional factors which may cause the actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements include, but are not limited to: changes in the amount and timing of liquidating distributions from the Liquidating Trust as a result of known liabilities or contingent costs or expenses that may be higher than anticipated liabilities, costs or expenses, or unknown liabilities, costs or expenses that arise in the future which Elme cannot reasonably estimate at this time; the outcome of legal proceedings that may be instituted against Elme, its former trustees and others, including those related to the sale of 19 multifamily assets to an affiliate of Cortland Partners, LLC, and other completed sales and the Plan of Sale and Liquidation; whether or not the sale of one or more of Elme’s properties may be considered a prohibited transaction under the Internal Revenue Code of 1986, as amended; general economic developments and conditions; and volatility and uncertainty in the financial markets.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect Elme’s businesses in the “Risk Factors” section of Elme’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed by Elme, as well as other documents filed by Elme or the Liquidating Trust from time to time with the SEC. Copies of the documents filed by Elme with the SEC are available free of charge through the website maintained by the SEC at http://www.sec.gov, and are also available, free of charge, on the Liquidating Trust’s website at www.elmecommunities.com. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. While forward-looking statements reflect Elme’s good faith beliefs, they are not guarantees of future performance. Elme and the Liquidating Trust undertake no obligation to update the forward-looking statements or risk factors to reflect new information, future events, or otherwise.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to ELME shares when Elme Communities dissolved?

All outstanding common shares were automatically cancelled, and shareholders automatically received proportional beneficial interests in Elme Communities Liquidating Trust. Their interests correspond to their percentage ownership at the close of business on November 5, 2026. No shareholder action was required.

Will Elme Communities shareholders receive another liquidating distribution?

An additional distribution depends on whether funds remain after the trust satisfies all remaining liabilities, including additional wind-down costs and expenses. The liquidating trustee has sole discretion over the actual amount and timing of any additional payments.

Are any transfers of Elme Communities Liquidating Trust interests allowed?

The transfer restriction has exceptions related to transfer by will, intestate succession or operation of law. Otherwise, holders do not have authority to sell or otherwise dispose of their interests.

Where can former Elme Communities shareholders find liquidation tax information?

Expected U.S. federal income tax consequences are summarized in Elme's September 24, 2025 definitive proxy statement, available at www.sec.gov or www.elmecommunities.com. Tax treatment may vary with each shareholder's circumstances. Additional tax information will be made available on the trust's website later.