Gould family details One Liberty (OLP) stakes in new Schedule 13D

Rhea-AI Filing Summary

Gould Investors L.P. and related parties filed a Schedule 13D reporting their stakes in One Liberty Properties, Inc. The partnership beneficially owns 2,272,601 shares of common stock, representing 12.4% of the class. Its managing general partner is Georgetown Partners LLC, indirectly controlled by Matthew and Jeffrey Gould.

Individually, Jeffrey A. Gould reports beneficial ownership of 2,698,697 shares (12.4%), and Matthew J. Gould reports 2,672,436 shares (12.2%), including up to 6,500 restricted stock units each that are scheduled to vest on June 30, 2026 if performance metrics are met. Fredric H. Gould reports 633,854 shares (2.9%), including up to 5,500 RSUs, and is noted to have ceased being a beneficial owner of more than 5% of the common stock as of January 1, 2022.

The filing states that the shares are held for investment purposes, with the reporting persons potentially acquiring more shares through open-market purchases, the dividend reinvestment plan, privately negotiated transactions, or equity incentive awards, or disposing of shares depending on market conditions and their assessment of the issuer’s prospects.

Key Figures

Gould Investors L.P. stake: 2,272,601 shares (12.4%) Jeffrey A. Gould holdings: 2,698,697 shares (12.4%) Matthew J. Gould holdings: 2,672,436 shares (12.2%) +5 more

8 metrics

Gould Investors L.P. stake 2,272,601 shares (12.4%) Beneficial ownership of One Liberty common stock

Jeffrey A. Gould holdings 2,698,697 shares (12.4%) Includes 6,500 RSUs and related-entity shares

Matthew J. Gould holdings 2,672,436 shares (12.2%) Includes 6,500 RSUs and affiliated entity holdings

Fredric H. Gould holdings 633,854 shares (2.9%) Includes 5,500 RSUs; excludes spouse’s 58,589 shares

Shares outstanding base (partnership %) 21,819,448 shares Common stock outstanding as of March 31, 2026 for 12.4% stake

Shares outstanding base (RSU-inclusive) 21,825,948 shares Outstanding plus 6,500 RSUs for Jeffrey and Matthew calculations

Fredric RSU base shares 21,824,948 shares Outstanding plus 5,500 RSUs for Fredric’s 2.9% calculation

RSUs vesting for Gould brothers 6,500 shares each RSUs scheduled to vest June 30, 2026, subject to metrics

Key Terms

beneficial owner, restricted stock units, Schedule 13D, dividend reinvestment plan, +2 more

6 terms

beneficial owner financial

"ceased to be the beneficial owner of more than 5% of the shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

restricted stock units financial

"shares potentially issuable pursuant to restricted stock units ("RSUs") scheduled to vest"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Schedule 13D regulatory

"This Schedule is filed by Gould Investors L.P., a Delaware limited partnership"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dividend reinvestment plan financial

"through open market (including pursuant to the Issuer's dividend reinvestment plan (the "DRIP"))"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

percent of class financial

"The percent of class set forth in row 13 above is based on 21,819,448 shares"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

equity incentive plans financial

"acquired their Shares from time-to-time through the Issuer's equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

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Available on EDGAR 07/02/2026 - 04:44 PM Accepted by SEC EDGAR 07/02/2026 - 04:43 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ONE LIBERTY PROPERTIES INC

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

682406103

(CUSIP Number)

Isaac Kalish
60 Cutter Mill Road,, Suite 303
Great Neck, NY, 11021
516-466-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 682406103

1

Name of reporting person

GOULD INVESTORS L P

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,272,601.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,272,601.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,272,601.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(1)The managing general partner of Gould Investors L.P. (the "Partnership") is Georgetown Partners LLC ("Georgetown"), a Delaware limited liability company. Matthew J. Gould and Jeffrey A. Gould indirectly control Georgetown. Messrs. M. Gould, J. Gould and the Partnership may be deemed to share voting power and dispositive power with respect to the shares owned by the Partnership. (2)The percent of class set forth in row 13 above is based on 21,819,448 shares of common stock outstanding as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026.

SCHEDULE 13D

CUSIP Number(s): 682406103

1

Name of reporting person

GOULD JEFFREY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 397,178.00
8	Shared Voting Power 2,301,519.00
9	Sole Dispositive Power 397,178.00
10	Shared Dispositive Power 2,301,519.00

11

Aggregate amount beneficially owned by each reporting person

2,698,697.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1)The amounts set forth in rows 7, 9 and 11 above include up to 6,500 shares potentially issuable pursuant to restricted stock units ("RSUs") scheduled to vest on June 30, 2026, subject to a determination by the Issuer's compensation committee that the metrics applicable to the vesting of such awards has been satisfied. (2)The amounts set forth in rows 8, 10 and 11 above include 15,152 shares owned by the Gould Shenfeld Family Foundation, 144 shares owned by Georgetown, 13,622 shares owned by 130 Store Company LLC, and 2,272,601 shares owned by the Partnership. (3)The percent of class set forth in row 13 above is based on 21,825,948 shares of common stock outstanding as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 (and including the up to 6,500 shares potentially issuable pursuant to the RSUs).

SCHEDULE 13D

CUSIP Number(s): 682406103

1

Name of reporting person

GOULD MATTHEW J

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 366,748.00
8	Shared Voting Power 2,305,688.00
9	Sole Dispositive Power 366,748.00
10	Shared Dispositive Power 2,305,688.00

11

Aggregate amount beneficially owned by each reporting person

2,672,436.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1)The amounts set forth in rows 7, 9 and 11 above include up to 6,500 shares potentially issuable pursuant to restricted stock units ("RSUs") scheduled to vest on June 30, 2026, subject to a determination by the Issuer's compensation committee that the metrics applicable to the vesting of such awards has been satisfied. (2)The amounts set forth in rows 8, 10 and 11 above, includes 4,169 shares owned by a pension trust, 15,152 shares owned by the Gould Shenfeld Family Foundation, 13,622 shares owned by 130 Store Company LLC, 144 shares owned by Georgetown, and 2,272,601 shares owned by the Partnership. (3)The percent of class set forth in row 13 above is based on 21,825,948 shares of common stock outstanding as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 (and including the up to 6,500 shares potentially issuable pursuant to the RSUs).

SCHEDULE 13D

CUSIP Number(s): 682406103

1

Name of reporting person

GOULD FREDRIC H

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 633,854.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 633,854.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

633,854.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1)The amounts set forth in rows 7, 9 and 11 above include up to 5,500 shares potentially issuable pursuant to restricted stock units ("RSUs") scheduled to vest on June 30, 2026, subject to a determination by the Issuer's compensation committee that the metrics applicable to the vesting of such awards has been satisfied. (2)The amounts set forth in rows 7 through 11 above excludes 58,589 shares owned by his spouse, as to which he disclaims beneficial ownership. (3)The percent of class set forth in row 13 above is based on 21,824,948 shares of common stock outstanding as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2026 (and including the up to 5,500 shares potentially issuable pursuant to the RSUs).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: ONE LIBERTY PROPERTIES INC
(c)	Address of Issuer's Principal Executive Offices: 60 CUTTER MILL RD, SUITE 303, GREAT NECK, NEW YORK , 11021-3190.
Item 1 Comment: The date indicated on the cover page of this schedule is not indicative of the date of the event requiring this filing.
Item 2.	Identity and Background
(a)	This Schedule is filed by Gould Investors L.P., a Delaware limited partnership (the "Partnership"), Matthew J. Gould, Jeffrey A. Gould and Fredric H. Gould (each, a "Reporting Person" and collectively, the "Reporting Persons"). Georgetown Partners LLC ("Georgetown"), a Delaware limited liability company, is the managing general partner of the Partnership. Matthew J. Gould and Jeffrey A. Gould, through one or more entities, control Georgetown. Fredric H. Gould is filing this Schedule for the purpose of reporting that as of January 1, 2022, in connection with his ceasing to serve as a director and sole shareholder of Georgetown, he ceased to be the beneficial owner of more than 5% of the shares of the Issuer's common stock.
(b)	The address for each Reporting Person is: 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021.
(c)	The Partnership owns and operates a diverse portfolio of real estate and other assets. Matthew J. Gould serves, among other things, as Chairman of the Board of the Issuer, Senior Vice President and Director of BRT Apartments Corp. ("BRT") and, together with Jeffrey A. Gould, indirectly controls Georgetown. Jeffrey A. Gould serves as President, Chief Executive Officer and Director of BRT, as a Senior Vice President and Director of the Issuer and, together with Matthew J. Gould, indirectly controls Georgetown. Fredric H. Gould serves as Vice Chairman of the Issuer and as a director of BRT. The address for each of BRT and Georgetown is 60 Cutter Mill Road, Suite 303, Great Neck, NY 11021.
(d)	During the past five years, none of the Reporting Persons was convicted in a criminal proceeding.
(e)	During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws.
(f)	The Partnership is a Delaware limited partnership. Messrs. F. Gould, M. Gould and J. Gould are United States citizens.
Item 3.	Source and Amount of Funds or Other Consideration
	The Partnership acquired the shares of common stock of the Issuer (the "Shares") from time-to-time through the use of its working capital. Messrs. F. Gould, M. Gould and J. Gould acquired their Shares from time-to-time through the Issuer's equity incentive plans, personal funds and gifts (including transfers for which no consideration was paid).
Item 4.	Purpose of Transaction
	The Reporting Persons hold the Shares for investment purposes. Each of them may, subject to market conditions and their respective assessments of prospects of the Issuer, acquire additional Shares from time to time, through open market (including pursuant to the Issuer's dividend reinvestment plan (the "DRIP")) and/or privately negotiated transactions, as they each may determine in their discretion. Each of Messrs. F. Gould, M. Gould and J. Gould may acquire additional shares of common stock through equity awards pursuant to the Company's incentive plans, in each case subject to the applicable transfer and ownership restrictions in such plans and the Issuer's governing documents. Each of the Reporting Persons may also determine at any time to dispose of Shares. Other than as discussed in the immediately preceding paragraph, none of the Reporting Persons currently have any plans to effect any of the transactions required to be described in Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Persons with respect to Rows 7 through 13 of the respective cover pages of the applicable Reporting Person to this Statement, including the footnotes thereto, are incorporated herein by reference. Includes for Messrs. F. Gould, M. Gould and J. Gould up to 5,500, 6,500 and 6,500 shares, respectively, potentially issuable pursuant to restricted stock units (the "RSU Shares") scheduled to vest as of June 30, 2026, subject to the determination by the Issuer's compensation committee that the applicable metrics related to the vesting of such awards have been satisfied.
(b)	See Item 5(a).
(c)	See Item 5(a). Other than the RSU Shares and Shares potentially issuable pursuant to the DRIP (pursuant to the dividend declared in June 2026 which shares, if any, will be issued in July 2026 (the number of shares potentially issuable pursuant to the DRIP and the price therefore is currently not known)), no Reporting Person has effected any transaction in the Issuer's common stock during the past 60 days.
(d)	Not applicable.
(e)	Fredric H. Gould ceased to be the beneficial owner of more than 5% of the Issuer's common stock on January 1, 2022.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Jeffrey A. Gould and Matthew J. Gould are brothers and indirectly control Georgetown, which is the managing general partner of the Partnership.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GOULD INVESTORS L P

Signature:	/s/ Matthew J. Gould, Manager
Name/Title:	Georgetown Partners LLC, its Managing General Partner
Date:	07/01/2026

GOULD JEFFREY

Signature:	/s/ Jeffrey A. Gould
Name/Title:	Jeffrey A. Gould
Date:	07/01/2026

GOULD MATTHEW J

Signature:	/s/ Matthew J. Gould
Name/Title:	Matthew J. Gould
Date:	07/01/2026

GOULD FREDRIC H

Signature:	/s/ Fredric H. Gould
Name/Title:	Fredric H. Gould
Date:	07/01/2026

FAQ

What ownership stake in One Liberty Properties (OLP) does Gould Investors L.P. report?

Gould Investors L.P. reports beneficial ownership of 2,272,601 shares of One Liberty Properties common stock, equal to 12.4% of the class. This percentage is based on 21,819,448 shares outstanding from the issuer’s March 31, 2026 Form 10-Q.

How many One Liberty Properties (OLP) shares does Jeffrey A. Gould beneficially own?

Jeffrey A. Gould reports beneficial ownership of 2,698,697 One Liberty shares, representing 12.4% of the common stock. This total includes 6,500 restricted stock units scheduled to vest on June 30, 2026, and shares held by several related entities and a family foundation.

What is Matthew J. Gould’s reported ownership in One Liberty Properties (OLP)?

Matthew J. Gould reports beneficial ownership of 2,672,436 One Liberty shares, or 12.2% of the common stock. His total includes 6,500 restricted stock units scheduled to vest June 30, 2026, plus shares held by a pension trust, a family foundation, affiliated entities, and the partnership.

How many One Liberty Properties (OLP) shares does Fredric H. Gould own and what is his ownership percentage?

Fredric H. Gould reports beneficial ownership of 633,854 One Liberty shares, representing 2.9% of the common stock. This figure includes up to 5,500 restricted stock units scheduled to vest June 30, 2026, and excludes 58,589 shares owned by his spouse, which he disclaims.

Why does the Schedule 13D mention Fredric H. Gould ceasing to be a 5% owner of One Liberty (OLP)?

The filing notes that as of January 1, 2022, Fredric H. Gould ceased to be the beneficial owner of more than 5% of One Liberty’s common stock. This relates to his ceasing to serve as a director and sole shareholder of Georgetown, which manages the Gould Investors L.P. stake.

How might the Gould reporting persons change their One Liberty Properties (OLP) holdings?

The reporting persons state they hold shares for investment purposes and may buy more or sell shares over time. Potential acquisitions could occur via open-market purchases, the dividend reinvestment plan, privately negotiated deals, or equity incentive awards, depending on market conditions and their view of the company.