Elme Communities (ELME) withdraws registration for 4,500,000 shares after liquidation vote

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

Post-effective amendment removes unsold S-4 shares after shareholder-approved liquidation plan.

The filing formally withdraws any unsold portion of the prior Registration Statement that covered 4,500,000 common shares, reflecting termination of that offering following the shareholder-approved Plan of Sale and Liquidation dated October 30, 2025.

Procedurally, this is an administrative closing step tied to a corporate wind-down decision; timing and cash-flow treatment are not stated in the excerpt and will appear in subsequent liquidation disclosures.

Key Figures

Registered shares originally covered: 4,500,000 shares Plan approval date: October 30, 2025 Amendment execution date: May 26, 2026

3 metrics

Registered shares originally covered 4,500,000 shares Original Registration Statement referenced in the Post-Effective Amendment

Plan approval date October 30, 2025 Shareholders approved the Plan of Sale and Liquidation on this date

Amendment execution date May 26, 2026 Date the Post-Effective Amendment was signed by the CEO

Key Terms

Post-Effective Amendment, Plan of Sale and Liquidation, Registration Statement

3 terms

Post-Effective Amendment regulatory

"removing from registration, by means of post-effective amendment to each of the Registration Statements"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Plan of Sale and Liquidation corporate

"termination in connection with of the Plan of Sale and Liquidation of the Company approved by the shareholders"

A plan of sale and liquidation is a formal outline describing how a company’s assets will be sold and how the proceeds will be distributed to creditors, investors and other claimants during winding-up or bankruptcy. It matters to investors because it determines who gets paid, how much they can expect to recover and the timing of payments — like a structured garage sale that decides what sells first and who receives the money.

Registration Statement regulatory

"register the issuance of up to 4,500,000 common shares of beneficial interest"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

As filed with the Securities and Exchange Commission on May 26, 2026

________________________________________________________________________________________________________________________________

Registration No. 333-48293

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

Post-Effective
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Elme Communities

(formerly known as Washington Real Estate Investment Trust)

(Exact name of Registrant as Specified in Its Charter)

Maryland			6798			53-0261100
(State or Other Jurisdiction of Incorporation)			(Primary Standard Industrial Classification Code Number)			(IRS Employer Identification No.)

7550 WISCONSIN AVE, SUITE 900, BETHESDA, MD 20814

(202) 774-3200 

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

W. Drew Hammond

7550 WISCONSIN AVE

SUITE 900

BETHESDA, MD 20814

(202) 774-3200 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

The Commission is requested to send copies of all communications to:

PAUL D. MANCA, ESQ.

ELIZABETH L. BANKS, ESQ.

HOGAN LOVELLS US LLP

555 THIRTEENTH STREET, NW

WASHINGTON, D.C. 20004

(202) 637-5821 

Approximate date of commencement of proposed sale of the securities to the public: Not applicable.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

_____________________________________________________________________________________________

EXPLANATORY NOTE:

DEREGISTRATION OF SECURITIES

On March 20, 1998, Elme Communities (the “Company”) filed a registration statement on Form S-4, Registration No. 333-48293 (as amended by Amendment No. 1, filed April 1, 1998, the “Registration Statement”), with the Securities and Exchange Commission to register the issuance of up to 4,500,000 common shares of beneficial interest par value $0.01 per share (the “securities”). The offering contemplated by the Registration Statement is being terminated in connection with of the Plan of Sale and Liquidation of the Company approved by the shareholders of the Company on October 30, 2025. Pursuant to the undertakings contained in Part II of the Registration Statement, the Company is removing from registration, by means of post-effective amendment to each of the Registration Statements (the “Post-Effective Amendment”), any securities registered under the Registration Statement which remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bethesda, MD, on May 26, 2026.

ELME COMMUNITIES

By: /s/ Paul T. McDermott
Name: Paul T. McDermott
Title: President and Chief Executive Officer

Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.

FAQ

What did ELME file in the May 26, 2026 Post-Effective Amendment?

It removed unsold securities from a prior registration covering 4,500,000 common shares. The filing states the offering was terminated due to a shareholder-approved Plan of Sale and Liquidation dated October 30, 2025, and is signed May 26, 2026.

Does the amendment tell how many shares remain unsold for ELME?

The amendment removes any unsold portion of the registration that originally covered 4,500,000 shares. The filing does not provide a separate unsold-quantity number or breakdown of remaining shares in the excerpt.

Why was the S-4 registration offering terminated for ELME (symbol ELME)?

The offering was terminated in connection with the company’s Plan of Sale and Liquidation, which shareholders approved on October 30, 2025. The amendment implements removal of unsold registered securities following that decision.

When did ELME execute and sign the Post-Effective Amendment?

The Post-Effective Amendment was signed by Paul T. McDermott, President and CEO in Bethesda, MD, on May 26, 2026. The signature block appears in the filing excerpt provided.

Does the filing disclose proceeds or use of proceeds from the registered shares?

The excerpt does not state proceeds or use of proceeds. It only states the registration (up to 4,500,000 common shares) is being removed following termination of the offering tied to the liquidation plan.