false
0000036840
0000036840
2026-04-08
2026-04-08
0000036840
us-gaap:CommonStockMember
2026-04-08
2026-04-08
0000036840
us-gaap:PreferredStockMember
2026-04-08
2026-04-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April
8, 2026
FIRST REAL ESTATE
INVESTMENT TRUST OF NEW JERSEY, INC.
(Exact name of registrant as specified in
charter)
| Maryland |
000-25043 |
22-1697095 |
| (State or other
jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
| 505 Main
Street, Suite 400, Hackensack, New Jersey |
07601 |
| (Address of principal executive offices) |
(Zip Code) |
| |
|
|
|
Registrant’s telephone number, including area
code: (201) 488-6400
(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 |
| Common stock, par value $0.01 per share |
FREVS |
OTC Pink Market |
| Preferred Stock Purchase Rights (1) |
|
|
| (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) 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. ☐
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
Purchase and Sale Agreement
On April 8, 2026, First Real Estate Investment
Trust of New Jersey, Inc. (the “Trust” or the “Seller”) entered into a Purchase and Sale Agreement (the “Agreement”)
with an affiliate of Regency Centers Corporation (the “Purchaser”), pursuant to which the Seller will sell to the Purchaser
100% of Seller’s ownership interests in the Franklin Crossing shopping center located at 814-860 Franklin Avenue, Franklin Lakes,
New Jersey, (“Franklin Crossing”) in exchange for the purchase price of $27,000,000, subject to the terms and conditions of
the Agreement.
Upon signing the Agreement, the Purchaser delivered
into escrow a deposit in the amount of $1,000,000 (the “Initial Franklin Crossing Deposit”), which is only refundable during
the 30-day due diligence period immediately following the signing. After the expiration of this period on May 8, 2026, the Initial Franklin
Crossing Deposit becomes non-refundable except in connection with certain rights to terminate the Agreement. If the Purchaser elects to
proceed with the transaction after the expiration of the 30-day due diligence period, the Purchaser is obligated to deposit into escrow
an additional amount of $1,000,000, which is non-refundable except in connection with certain rights to terminate the Agreement.
The Agreement contains customary representations,
warranties and indemnity provisions. The parties’ respective obligations under the Agreement are subject to certain customary conditions
and termination rights, including the right of either the Seller or the Purchaser to terminate the Agreement if the closing has not occurred
on or before August 15, 2026. There is no financing contingency under the Agreement.
The Board of Directors of the Trust (the “Board”)
unanimously approved the Agreement and the transaction contemplated thereby which is expected to close in the third fiscal quarter of
2026.
The foregoing summary of the material
terms of the Agreement is not complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit
10.1 and is incorporated herein by reference. The Agreement has been included as an exhibit to provide information regarding its terms.
The inclusion of the Agreement as an exhibit is not intended to provide any other factual information about the Trust or the Purchaser.
The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement as of the specific
date therein, were solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the parties, including
being qualified by confidential disclosures made for purposes of allocating contractual risk among the parties instead of establishing
these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to
investors.
Forward-Looking and Cautionary Statements
This current report on Form 8-K may contain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws.
These forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,”
“estimate,” “project,” “intend,” “believe,” “guidance,” “approximately,”
“anticipate,” “may,” “should,” “seek” or the negative of these words and phrases or similar
words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters. You can also
identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are
subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements
depend on assumptions, data and/or methods which may be incorrect or imprecise and we may not be able to realize them. The following
risks and uncertainties, among others, could cause actual results to differ materially from those currently anticipated due to a number
of factors, which include, but are not limited to: industry and economic conditions; the Trust’s ability to satisfy the conditions
to closing and complete the proposed transaction; the Trust’s dependence upon its external manager to conduct its business and
achieve its investment objectives; unknown liabilities acquired in connection with acquired properties or interests in real estate-related
entities; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value
of the Trust’s properties, potential illiquidity of the Trust’s remaining real estate investments, condemnations, and potential
damage from natural disasters); the financial performance of the Trust’s tenants; the impact of any financial, accounting, legal
or regulatory issues or litigation that may affect the Trust and its major tenants; volatility and uncertainty in the financial markets,
including potential fluctuations in the consumer price index; risks associated with the Trust’s failure to maintain status as a
REIT under the Internal Revenue Code of 1986, as amended; and other additional risks discussed in the Trust’s annual report on
Form 10-K for the fiscal year ended October 31, 2025 or quarterly report on Form 10-Q for the fiscal quarter ended January 31, 2026 filed
with the SEC. The Trust expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| 10.1 | Purchase and Sale Agreement by and between First Real Estate Investment Trust of New Jersey, Inc. and Regency Centers Acquisition, LLC dated April 8, 2026. |
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: April 9, 2026
EXHIBIT INDEX
| Exhibit No. |
Description |
| 10.1 |
Purchase and Sale Agreement by and between First Real Estate Investment Trust of New Jersey, Inc. and Regency Centers Acquisition, LLC dated April 8, 2026. |
