Item 5. Other Information
Item 5. Other Information
Disclosure of 10b5-1 Plans
None of our officers or directors had any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c ) or any "non-Rule 10b5-1 trading arrangement" in effect at any time during the three months ended June 30, 2026.
Equity Incentive Program Activity
On June 23, 2026, we awarded an aggregate of 171,788 shares subject to restricted stock units (“RSUs”), and related dividend equivalent rights. Generally, the awards vest in 2029 subject to the satisfaction of, among other things, market and performance conditions similar to the conditions applicable to the RSUs granted in 2025.
In August 2026, we determined that the performance and market conditions with respect to the vesting of 176,625 RSUs and the related dividend equivalents rights awarded in 2023 had not been met as of June 30, 2026. Accordingly, all of such awards were cancelled and forfeited.
Terminated Transaction
As previously reported, on July 8, 2026, we entered into an agreement to acquire, subject to the satisfaction of certain conditions, The Waterford on Piedmont, a 153-unit, ten-story high-rise multifamily property located in the Midtown submarket of Atlanta, Georgia, for a purchase price of $35 million. On July 23, 2026, we terminated the agreement and shortly therafter received our down payment in full.
Item 6. Exhibits
Exhibit
No.
Title of Exhibits
10.1 *
Form of Performance Award Agreement for grants in 2026 pursuant to the 2026 Incentive Plan
31.1
Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Senior Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Date File (formatted as inline XBRL and contained in Exhibit 101)
_____________________________________________
* Management contract or compensatory plan or agreement
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Table of Contents
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 thereunto duly authorized.
BRT APARTMENTS CORP.
August 10, 2026 /s/ Jeffrey A. Gould
Jeffrey A. Gould
Chief Executive Officer and President
(Principal Executive Officer)
August 10, 2026 /s/ Isaac Kalish
Isaac Kalish
Chief Financial Officer and Senior Vice President
(Principal Financial Officer)
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.