| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
BRT Apartments Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
60 CUTTER MILL RD, SUITE 303, GREAT NECK,
NEW YORK
, 11021-3190. |
Item 1 Comment:
The date indicated on the cover page of this schedule is not indicative of the date of the event requiring this filing. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule is filed by Gould Investors L.P., a Delaware limited partnership (the "Partnership"), Matthew J. Gould and Jeffrey A. Gould (each, a "Reporting Person" and collectively, the "Reporting Persons"). Georgetown Partners LLC ("Georgetown"), a Delaware limited liability company, is the managing general partner of the Partnership. Matthew J. Gould and Jeffrey A. Gould, through one or more entities, control Georgetown. |
| (b) | The address for each Reporting Person is: 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021. |
| (c) | The Partnership owns and operates a diverse portfolio of real estate and other assets.
Matthew J. Gould serves, among other things, as Senior Vice President and Director of the Issuer, Chairman of the Board of Directors of One Liberty Properties, Inc. ("OLP") and, together with Jeffrey A. Gould, indirectly controls Georgetown.
Jeffrey A. Gould serves as President, Chief Executive Officer and Director of the Issuer, as a Senior Vice President and Director of OLP and, together with Matthew J. Gould, indirectly controls Georgetown.
The address for each of OLP and Georgetown is 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021.
|
| (d) | During the past five years, none of the Reporting Persons was convicted in a criminal proceeding. |
| (e) | During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Partnership is a Delaware limited partnership. Messrs. M. Gould and J. Gould are United States citizens. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Partnership acquired the shares of common stock of the Issuer (the "Shares") from time-to-time through the use of its working capital. Messrs. M. Gould and J. Gould acquired the Shares from time-to-time through the Issuer's equity incentive plans, personal funds and gifts (including transfers for which no consideration was paid). |
| Item 4. | Purpose of Transaction |
| | The Reporting Persons hold the shares of the Issuer's common stock ( the "Shares") for investment purposes. Each of them, subject to market conditions and their respective assessments of prospects of the Issuer, may acquire additional Shares from time to time, through open market (including pursuant to the Issuer's dividend reinvestment plan (the "DRIP")) and/or privately negotiated transactions, as they each may determine in their discretion. Each of Messrs. M. Gould and J. Gould may acquire additional Shares through equity awards pursuant to the Company's incentive plans, in each case subject to the applicable transfer and ownership restrictions in such plans and the Issuer's governing documents. Each of the Reporting Persons may also determine at any time to dispose of Shares.
Other than as discussed above, none of the Reporting Persons currently have any plans to effect any of the transactions required to be described in Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Persons with respect to Rows 7 through 13 of the respective cover pages of the applicable Reporting Person to this Statement, including the footnotes thereto, are incorporated herein by reference. Includes for each of Matthew J. Gould and Jeffrey A. Gould, 23,625 shares potentially issuable pursuant to restricted stock units (the "RSU Shares") scheduled to vest as of June 30, 2026 subject to the determination by the Issuer's compensation committee that the applicable metrics related to the vesting of such awards have been satisfied. |
| (b) | See Item 5(a). |
| (c) | See Item 5(a). Other than the RSU Shares and Shares potentially issuable pursuant to the DRIP (pursuant to a dividend declared in June 2026 which shares, if any, may be issued in July 2026 (the number of shares potentially issuable pursuant to the DRIP and the price therefore is currently not known)), no Reporting Person has effected any transaction in the Issuer's common stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Jeffrey A. Gould and Matthew J. Gould are brothers and indirectly control Georgetown, which is the managing general partner of the Partnership. |
| Item 7. | Material to be Filed as Exhibits. |
| | Not applicable. |