Elme Communities SEC Filings

ELME Communities filed an 8-K announcing it has furnished a press release and supplemental information covering earnings for the three and nine months ended September 30, 2025. The materials are attached as Exhibit 99.1 and were furnished under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure). The company notes these materials are being furnished and are not deemed “filed” for purposes of Section 18 of the Exchange Act.

Benjamin S. Butcher, a director of Elme Communities (ELME), reported an insider acquisition on 09/30/2025. The filing shows 1,556.94 Restricted Share Units (RSUs) granted under the companys 2016 Incentive Plan and Deferred Compensation Plan for Directors; the grant was recorded at a $0.00 price and is valued using the closing price on 09/30/2025 of $16.86. The units settle only in stock. Following the reported transactions, Mr. Butcher beneficially owns 95,126.4513 shares. The filing also notes 1,012.567 dividend equivalent units were received during Q3 2025 under the Deferred Compensation Plan for Directors. The form is dated 09/30/2025 and signed on 10/01/2025.

Elme Communities entered into a Purchase and Sale Agreement to sell 19 multifamily properties to an affiliate of Cortland for $1,605,560,100 in cash, subject to adjustments.

The Board unanimously approved a Plan of Sale and Liquidation and recommends shareholders vote "FOR" the Portfolio Sale Proposal and the Liquidation Proposal at a virtual special meeting on October 30, 2025. If approved and completed, Elme estimates an Initial Special Distribution of $14.50 to $14.82 per common share and Additional Potential Special Distributions of $2.90 to $3.50 per share, for a total estimated range of $17.40 to $18.32 per share, in addition to the $0.18 regular quarterly distribution payable October 3, 2025. The Portfolio Sale closing is a shareholder approval condition; timing and amounts remain subject to Board discretion, closing conditions and legal requirements.

Elme Communities has agreed to sell 19 multifamily properties to Cortland affiliates for $1,605,560,100 in cash and its Board approved a Plan of Sale and Liquidation. The Board unanimously recommends shareholder approval of the Portfolio Sale Proposal, the Liquidation Proposal and related advisory and adjournment proposals. If approved and implemented, Elme estimates an Initial Special Distribution of $14.50 to $14.82 per common share following closing, plus Additional Potential Special Distributions of $2.90 to $3.50 per share, for a total estimated range of $17.40 to $18.32 per share. The Company will also pay a regular quarterly distribution of $0.18 per share on October 3, 2025. The Portfolio Sale closing is expected in Q4 2025 subject to shareholder approval, customary closing conditions and financing; record date for the vote is September 10, 2025. The Purchase Agreement includes a Buyer Termination Fee of $100 million and a Seller Termination Fee of $37.5 million and contemplates Debt Financing of up to $520 million (plus a possible $45 million adjustment). The proxy stresses material risks, required votes, valuation mechanics and timing uncertainties.

ELME Communities’ Q2 2025 10-Q shows modest operating growth but a strategic pivot. Rental revenue grew 3.3% YoY to $62.1 M, lifting YTD revenue to $123.6 M (+3.3%). Same-store occupancy improved 20 bp to 94.7%, driving NOI up 3.5% to $39.4 M. Higher G&A tied to strategic-review costs (+25% YoY) and flat interest expense kept the quarter in a -$3.6 M net loss (-$0.04/sh), versus -$3.5 M last year. YTD loss widened to -$8.2 M.

At 6/30/25 the REIT held $1.81 B of assets and $764 M of liabilities; net debt/total assets ~39%. Liquidity comprised $4.8 M cash and $325 M undrawn on a $500 M revolver (matures 2028, SOFR+85 bp). The $125 M 2023 term loan is swap-fixed at 5.77% through Jan 2026. Quarterly dividend remained $0.18/sh, bringing distributions in excess of net income to -$686 M.

Transformative subsequent event: on 1 Aug 2025 ELME agreed to sell equity interests in 19 multifamily assets for $1.6 B and adopt a Plan of Sale and Liquidation that would wind down the trust. Closing requires majority shareholder approval and customary conditions. Concurrently, Goldman Sachs committed up to $565 M of one-year secured financing to refinance remaining debt post-sale. If approved, ELME intends to repay its revolver, 2023 term loan and unsecured notes, then distribute remaining proceeds to investors.

Elme Communities (NYSE: ELME) has executed a definitive Purchase & Sale Agreement to dispose of all equity in 19 multifamily communities for $1.605 billion cash, subject to customary adjustments. The buyer group is CEVF VI Capitol Holdings and an affiliate; the transaction carries no financing condition and has an outside closing date of 31 Jan 2026.

Key commercial terms

• Board unanimously recommends the deal; majority shareholder approval required.
• Termination fees: Trust pays $37.5 m (or $27.5 m if a superior bid signed by 31 Aug 2025); buyer pays $100 m for specified breaches.
• One D.C. asset may be delayed or excluded if regulatory notifications extend.
• Buyer furnished committed equity & debt financing; affiliate provided limited guarantee.

Concurrently, the board adopted a Plan of Sale & Liquidation allowing complete wind-down, settlement of liabilities and distribution of residual cash. Implementation also needs shareholder consent but is not contingent on the portfolio sale.

To fund interim needs, ELME obtained a commitment from Goldman Sachs Bank USA for a $520 m secured term loan (up to $565 m if the delayed property is excluded), one-year tenor with a one-year extension option.

The transactions mark a strategic exit from operating assets and could unlock significant proceeds for investors, yet execution depends on regulatory clearances, market conditions and the shareholder vote.