Elme Communities SEC Filings

Elme Communities, through subsidiary Elme Bethesda Owner LLC, has signed a purchase and sale agreement to sell Elme Bethesda, a 193‑unit community in Bethesda, Maryland, for a contract sale price of $59.0 million, subject to customary prorations and adjustments. The Buyer, CAPREIT Acquisition Corporation, must provide a total earnest money deposit of $1 million, funded in two $500,000 installments, with the full deposit becoming nonrefundable after an inspection period that expires on June 3, 2026 unless extended. Closing is scheduled for no later than the later of July 9, 2026 or 10 business days after obtaining a compliance certificate related to Montgomery County’s right of first refusal, and the company cautions there is no assurance the sale will be completed on the anticipated terms or timeline.

Elme Communities filed a Post-Effective Amendment to its Form S-4 to remove from registration any unsold securities from the underlying Registration Statement that contemplated up to 4,500,000 common shares. The company states the offering was terminated in connection with the Plan of Sale and Liquidation approved by shareholders on October 30, 2025. The amendment is signed and dated May 26, 2026.

Highbridge Capital Management reported owning 7,496,036 shares of Elme Communities, representing 8.4% of the class. The percentage is calculated using 88,857,883 Shares of Beneficial Interest outstanding as of February 24, 2026, per the issuer's 2025 Form 10-K. The shares are directly held by Highbridge-managed funds, and Highbridge Tactical Credit Master Fund, L.P. is identified as holding more than 5% of the outstanding shares. The filing is an amendment to a Schedule 13G/A reporting beneficial ownership.

ELME COMMUNITIES reports Schedule 13G ownership by State Street Corporation. The filing shows 110,287 shares beneficially owned representing 0.1% of common stock as of 03/31/2026. The report lists shared voting power of 101,020 and shared dispositive power of 110,287.

Elme Communities’ latest quarterly report updates investors on its ongoing liquidation. As of March 31, 2026, net assets in liquidation were $203.9 million, with total assets of $585.2 million and liabilities of $381.3 million. The company has largely shifted to liquidation-basis accounting following shareholder approval of its Plan of Sale and Liquidation.

During the quarter, Elme sold four remaining properties for about $199.0 million and used part of the proceeds to pay down its Secured Term Loan, which had $337.5 million outstanding at a variable rate near 5.9%. A special liquidating distribution of $14.67 per share was paid in January 2026.

On May 11, 2026, the company estimated remaining liquidating distributions from property sales of $2.07–$2.35 per share, implying total liquidating payouts of $16.74–$17.02 per share including the initial distribution. Elme continues to market its last properties, expects to complete asset sales around mid‑2026, and then delist and dissolve, though timing and final amounts remain dependent on sale execution, costs and liabilities.

Elme Communities provided a detailed update on its planned liquidation. The company has sold five properties in 2026 for gross proceeds of about $252.7 million and has signed purchase and sale agreements to sell four of its remaining five properties for about $431.3 million, subject to closing conditions.

After paying an initial liquidating distribution of $14.67 per share in January 2026, Elme now estimates additional liquidating distributions of $2.07–$2.35 per share, for a total of $16.74–$17.02 per share, based on about 88.9 million fully diluted shares. The updated range is slightly below the prior estimate, mainly due to lower expected sale prices for certain D.C.-area properties and modestly higher costs.

Elme reports a remaining Term Loan balance of $288.5 million, down from an original $520 million, which it plans to repay with proceeds from remaining asset sales. The company continues to target completing all property sales by mid-2026, with NYSE delisting, transfer of assets to a liquidating trust, and dissolution expected in the third quarter of 2026, subject to board discretion and transaction timing.

Elme Communities filed an Amendment No. 1 to its annual report to add the Part III information normally found in a proxy statement, including detailed disclosures on trustees, executive officers, governance and compensation.

The filing explains board changes and committee structures, and notes that two trustees, Ellen Goitia and Ron Sturzenegger, resigned effective March 2, 2026. It describes Elme’s previously approved Plan of Sale and Liquidation and the November 12, 2025 portfolio sale that triggered change-in-control treatment under existing incentive plans, leading to accelerated vesting and payouts under the prior short- and long‑term incentive programs.

New retention agreements for key executives replace prior change‑in‑control arrangements and provide fixed retention payments—such as $5,062,631 for CEO Paul McDermott—if they stay through specified retention dates, plus a new short‑term incentive plan tied to liquidating distributions, timing of asset sales and execution of the liquidation plan.