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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):
May 26, 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 Limited
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 and amended as of May 12, 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. ☐
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
Purchase and Sale Agreement
On May 26, 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 Westwood Plaza shopping center located at 700 Broadway in Westwood, New Jersey (“Westwood
Plaza”) in exchange for the purchase price of $28,800,000, subject to the terms and conditions of the Agreement.
Upon signing the Agreement, the Purchaser
delivered into escrow a deposit in the amount of $1,200,000 (the “Initial Westwood Plaza Deposit”), which is refundable
during a 120-day due diligence period immediately following the signing. After the expiration of this period on September 23, 2026,
the Initial Westwood Plaza 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 initial 120-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. Upon expiration of the initial 120-day due diligence period, the Purchaser has the option of
entering into a second due diligence period for up to an additional nine months. The Purchaser is obligated to pay to the Seller
$50,000 for each month that it elects to engage in due diligence during the second due diligence period. Payments made by the
Purchaser to extend the due diligence period are non-refundable except in the event of a breach by Seller and are not applied to the
purchase price at closing.
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, 2027. There is no financing contingency under the Agreement.
The Board of Directors of the Trust unanimously
approved the Agreement and the transaction contemplated thereby.
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 Trust of New Jersey, Inc. and Regency Centers Acquisition, LLC dated May
26, 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: May 27, 2026
EXHIBIT INDEX
| Exhibit No. |
Description |
| 10.1 |
Purchase and Sale Agreement by and between First Real Estate Trust of New Jersey, Inc. and Regency Centers Acquisition, LLC dated May 26, 2026. |
