First REIT of New Jersey declares $3.20 liquidation payout
FREIT estimates aggregate distributions of $24.44 to $30.03 per share, including the initial payment, subject to asset-sale results, expenses and liabilities.
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Rhea-AI Filing Summary
First Real Estate Investment Trust of New Jersey, Inc. stockholders approved the Plan of Voluntary Liquidation at a special meeting on September 29, 2026, and the board declared an initial liquidating distribution of $3.20 per share on September 30, payable October 29, 2026 to holders of record October 14, 2026. The plan provides for winding up and complete liquidation, including selling assets or transferring assets to a liquidating trust and dissolving the company. There were 5,085,293 votes for the plan, 6,503 against and 22,260 abstentions; approximately 68.0% of outstanding shares voted in favor, exceeding the required approval threshold.
The company intends to sell remaining assets, satisfy or reserve for liabilities, and distribute net proceeds. It expects the initial distribution to be funded from asset-sale proceeds and available cash resources. Its current estimate of aggregate liquidating distributions is $24.44 to $30.03 per share, including the initial distribution. That estimate is subject to assumptions and uncertainties involving asset-sale timing and value, operating performance, market conditions, expenses and liabilities; the company states there is no assurance as to the amount or timing of future distributions.
8-K Event Classification
Key Figures
Key Terms
Plan of Voluntary Liquidation financial
liquidating distribution financial
liquidating trust financial
contingent liabilities financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
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Registrant’s telephone number, including area
code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| OTC Pink Limited Market | ||
| (1) | Registered pursuant to Section 12 (b) of the Act pursuant to a form 8-A filed by the registrant on August 3, 2023. Until the Distribution Date (as defined in the registrant’s Stockholder Rights Agreement dated July 31, 2023 and amended as of May 13, 2026) the Preferred Stock Purchase Rights will be transferred with and only with the shares of the registrant’s Common Stock to which the Preferred Stock Purchase Rights are attached. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
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Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
A special meeting of stockholders (the “Special Meeting”) of First Real Estate Investment Trust of New Jersey, Inc. (the “Trust”) was held on September 29, 2026. The following matters were submitted to the stockholders of the Trust at the Special Meeting for their approval:
Plan of Liquidation Proposal: The stockholders of the Trust approved the Plan of Voluntary Liquidation providing for the winding up and complete liquidation of the Trust, including the sale of all assets of the Trust or the transfer of assets to a liquidating trust, and the dissolution of the Trust. The voting results are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 5,085,293 | 6,503 | 22,260 | 0 |
Adjournment Proposal: The stockholders of the Trust approved a proposal to adjourn the Special Meeting, if necessary, to solicit additional votes to approve the Plan of Liquidation. Because there were sufficient votes to approve the Plan of Liquidation, no adjournment of the Special Meeting was determined to be necessary, appropriate or advisable, and accordingly, the Special Meeting was not adjourned and proceeded to conclusion. The voting results are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 4,871,887 | 207,213 | 34,956 | 0 |
Section 8 – Other Events
Item 8.01. Other Events
On September 30, 2026, the Trust issued a press release to announce the declaration of an initial liquidating distribution of $3.20 per share, payable on October 29, 2026 to stockholders of record as of October 14, 2026. The press release is included as Exhibit 99.1 to this Form 8-K.
Section 9 – Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Registrant’s press release dated September 30, 2026.
The statements in this report, which relate to future earnings or performance, are forward-looking. Actual results may differ materially and be adversely affected by such factors as market and economic conditions, longer than anticipated lease-up periods, the inability of certain tenants to pay rents, changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the resolution of actual and contingent liabilities; the possibility of converting to a liquidating trust and the occurrence of any event, change or other circumstances that could give rise to the termination of the plan of voluntary liquidation. Additional information about these factors is contained in the Company’s filings with the SEC including the Company’s most recently filed reports on Form 10-K and Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. | ||
| (Registrant) | ||
| By: | /s/ Robert S. Hekemian, Jr. | |
| Robert S. Hekemian, Jr. | ||
| President and Chief Executive Officer | ||
Date: September 30, 2026
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EXHIBIT INDEX
| Exhibit | |
| Number | Description |
| 99.1 | Registrant’s press release dated September 30, 2026. |
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FREIT Announces Stockholder Approval of Plan of Liquidation
and
FREIT Board of Directors Declares Liquidating Distribution of $3.20 per share
HACKENSACK, NJ, September 30, 2026 – First Real Estate Investment Trust of New Jersey, Inc. (“FREIT” or the “Company”), a real estate investment trust, today announced that its stockholders have approved the Company's previously announced voluntary Plan of Liquidation (the "Plan") at a special meeting of stockholders held on September 29, 2026.
Based on the final voting results, stockholders representing approximately 68.0% of the Company's outstanding shares voted in favor of the Plan, exceeding the approval threshold required under applicable law and the Company's governing documents.
"We appreciate the support of our stockholders throughout this process," said Robert S. Hekemian, Jr., CEO of FREIT. "Approval of the Plan represents an important milestone as we work to maximize value and efficiently return capital to stockholders."
Pursuant to the Plan, the Company intends to continue the orderly disposition of its remaining assets, satisfy or reserve for outstanding liabilities and obligations, and distribute net proceeds to stockholders in one or more liquidating distributions. The timing and number of future distributions will depend on several factors, including asset sale proceeds, operating results, market conditions, and the resolution of known and contingent liabilities.
The Company expects to file the final voting results on a Form 8-K with the U.S. Securities and Exchange Commission and will continue to provide updates regarding the liquidation process as appropriate.
Voting Results
| Proposal | Votes For | Votes Against | Abstentions |
| Approval of the Plan of Liquidation | 5,085,293 | 6,503 | 22,260 |
Initial Liquidating Distribution
On September 30, 2026, after obtaining stockholder approval of the Plan, the Board of Directors declared an initial liquidating distribution of $3.20 per share, payable on October 29, 2026 to stockholders of record as of October 14, 2026.
The initial liquidating distribution, in accordance with the Plan, represents the first return of capital to stockholders under the Plan and is expected to be funded from proceeds generated through the Company's asset sale activities and available cash resources. Following the payment of this distribution, the Company intends to continue executing its liquidation strategy, including the sale of remaining assets, the satisfaction or reservation of funds for liabilities and obligations, and the distribution of any remaining net proceeds to stockholders through one or more additional liquidating distributions.
"The declaration of this initial liquidating distribution marks a significant milestone in the Company's liquidation process and demonstrates our commitment to returning capital to stockholders in an efficient and orderly manner," said Ronald J. Artinian, Chairman of FREIT’s Board.
The Company currently estimates that stockholders may receive aggregate liquidating distributions between $24.44 to $30.03 per share, inclusive of the initial distribution announced today. These estimates are subject to numerous assumptions and uncertainties, including the timing and value of remaining asset sales, operating performance, market conditions, expenses, and the resolution of actual and contingent liabilities. Accordingly, there can be no assurance regarding the amount or timing of future liquidating distributions.
Distribution Details
| · | Distribution Amount: $3.20 per share |
| · | Record Date: October 14, 2026 |
| · | Payment Date: October 29, 2026 |
| · | Stock transfer books will remain open |
| · | Remaining Liquidating Distributions are estimated to be in the range of: $20.95 - $28.68 per share |
The statements in this report, which relate to future earnings or performance, are forward-looking. Actual results may differ materially and be adversely affected by such factors as market and economic conditions, longer than anticipated lease-up periods or the inability of certain tenants to pay rents, changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the resolution of actual and contingent liabilities; the possibility of converting to a liquidating trust and the occurrence of any event, change or other circumstances that could give rise to the termination of the plan of voluntary liquidation. Additional information about these factors is contained in the Company’s filings with the SEC including the Company’s most recently filed reports on Form 10-K and Form 10-Q.
First Real Estate Investment Trust of New Jersey, Inc. is a publicly traded (over-the-counter – symbol FREVS) REIT organized in 1961. Its portfolio of residential and commercial properties is located in New Jersey and New York, with the largest concentration in northern New Jersey.
For additional information, contact Investor Relations at (201) 488-6400.
Visit us on the web: www.freitnj.com
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