Elme Communities 10-Q

ITEM 1: FINANCIAL STATEMENTS The information furnished in the accompanying unaudited Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Equity and Consolidated Statements of Cash Flows reflects all adjustments, consisting of normal recurring items, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The accompanying financial statements and notes thereto should be read in conjunction with the financial statements and notes for the three years ended December 31, 2024 included in our 2024 Annual Report on Form 10-K filed on February 14, 2025. 4 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA ) June 30, 2025 December 31, 2024 (Unaudited) Assets Land $ 383,808 $ 383,808 Income producing property 2,013,831 1,999,525 2,397,639 2,383,333 Accumulated depreciation and amortization ( 662,209 ) ( 618,299 ) Net income producing property 1,735,430 1,765,034 Properties under development or held for future development 30,980 30,980 Total real estate held for investment, net 1,766,410 1,796,014 Cash and cash equivalents 4,786 6,144 Restricted cash 2,307 2,465 Rents and other receivables 12,250 12,511 Prepaid expenses and other assets 24,451 28,628 Total assets $ 1,810,204 $ 1,845,762 Liabilities Notes payable, net $ 523,196 $ 522,953 Line of credit 175,000 176,000 Accounts payable and other liabilities 38,230 36,293 Dividend payable 15,947 15,898 Advance rents 5,079 6,257 Tenant security deposits 6,282 6,283 Total liabilities 763,734 763,684 Equity Shareholders’ equity Preferred shares, $ 0.01 par value; 10,000 shares authorized; no shares issued or outstanding — — Shares of beneficial interest, $ 0.01 par value; 150,000 shares authorized; 88,162 and 88,029 shares issued and outstanding, as of June 30, 2025 and December 31, 2024, respectively 882 880 Additional paid in capital 1,743,161 1,740,078 Distributions in excess of net income ( 686,226 ) ( 646,095 ) Accumulated other comprehensive loss ( 11,624 ) ( 13,066 ) Total shareholders’ equity 1,046,193 1,081,797 Noncontrolling interests in subsidiaries 277 281 Total equity 1,046,470 1,082,078 Total liabilities and equity $ 1,810,204 $ 1,845,762 See accompanying notes to the consolidated financial statements. 5 ELME COMMUNITIES AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue Real estate rental revenue $ 62,099 $ 60,103 $ 123,592 $ 119,616 Expenses Property operating and maintenance 14,624 13,996 28,799 27,460 Real estate taxes and insurance 8,038 7,986 15,857 16,241 Property management 2,256 2,175 4,502 4,393 General and administrative 7,689 6,138 16,918 12,334 Depreciation and amortization 23,560 23,895 46,799 48,838 56,167 54,190 112,875 109,266 Real estate operating income 5,932 5,913 10,717 10,350 Other income (expense) Interest expense ( 9,498 ) ( 9,384 ) ( 18,958 ) ( 18,878 ) Other income — — — 1,410 ( 9,498 ) ( 9,384 ) ( 18,958 ) ( 17,468 ) Net loss $ ( 3,566 ) $ ( 3,471 ) $ ( 8,241 ) $ ( 7,118 ) Basic net loss per common share $ ( 0.04 ) $ ( 0.04 ) $ ( 0.10 ) $ ( 0.08 ) Diluted net loss per common share $ ( 0.04 ) $ ( 0.04 ) $ ( 0.10 ) $ ( 0.08 ) Weighted average shares outstanding – basic 88,093 87,910 88,078 87,898 Weighted average shares outstanding – diluted 88,093 87,910 88,078 87,898 See accompanying notes to the consolidated financial statements. 6 ELME COMMUNITIES AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net loss $ ( 3,566 ) $ ( 3,471 ) $ ( 8,241 ) $ ( 7,118 ) Other comprehensive income: Unrealized gain (loss) on interest rate hedges 334 ( 796 ) 423 ( 713 ) Reclassification of unrealized loss on interest rate derivatives to earnings 509 510 1,019 1,020 Comprehensive loss $ ( 2,723 ) $ ( 3,757 ) $ ( 6,799 ) $ ( 6,811 ) See accompanying notes to the consolidated financial statements. 7 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (IN THOUSANDS) (UNAUDITED) Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity Balance, December 31, 2024 88,029 $ 880 $ 1,740,078 $ ( 646,095 ) $ ( 13,066 ) $ 1,081,797 $ 281 $ 1,082,078 Net loss — — — ( 8,241 ) — ( 8,241 ) — ( 8,241 ) Unrealized gain on interest rate hedges — — — — 423 423 — 423 Amortization of swap settlements — — — — 1,019 1,019 — 1,019 Distributions to noncontrolling interests — — — — — — ( 4 ) ( 4 ) Dividends ($ 0.36 per common share) — — — ( 31,890 ) — ( 31,890 ) — ( 31,890 ) Share grants, net of forfeitures and tax withholdings 133 2 3,083 — — 3,085 — 3,085 Balance, June 30, 2025 88,162 $ 882 $ 1,743,161 $ ( 686,226 ) $ ( 11,624 ) $ 1,046,193 $ 277 $ 1,046,470 Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity Balance, December 31, 2023 87,867 $ 879 $ 1,735,530 $ ( 569,391 ) $ ( 12,958 ) $ 1,154,060 $ 290 $ 1,154,350 Net loss — — — ( 7,118 ) — ( 7,118 ) — ( 7,118 ) Unrealized loss on interest rate hedges — — — — ( 713 ) ( 713 ) — ( 713 ) Amortization of swap settlements — — — — 1,020 1,020 — 1,020 Distributions to noncontrolling interests — — — — — — ( 5 ) ( 5 ) Dividends ($ 0.36 per common share) — — — ( 31,801 ) — ( 31,801 ) — ( 31,801 ) Share grants, net of forfeitures and tax withholdings 144 1 2,411 — — 2,412 — 2,412 Balance, June 30, 2024 88,011 $ 880 $ 1,737,941 $ ( 608,310 ) $ ( 12,651 ) $ 1,117,860 $ 285 $ 1,118,145 See accompanying notes to the consolidated financial statements. 8 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (IN THOUSANDS) (UNAUDITED) Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity Balance, March 31, 2025 88,157 $ 882 $ 1,741,220 $ ( 666,713 ) $ ( 12,467 ) $ 1,062,922 $ 279 $ 1,063,201 Net loss — — — ( 3,566 ) — ( 3,566 ) — ( 3,566 ) Unrealized gain on interest rate hedges — — — — 334 334 — 334 Amortization of swap settlements — — — — 509 509 — 509 Distributions to noncontrolling interests — — — — — — ( 2 ) ( 2 ) Dividends ($ 0.18 per common share) — — — ( 15,947 ) — ( 15,947 ) — ( 15,947 ) Share grants, net of share grant amortization and forfeitures 5 — 1,941 — — 1,941 — 1,941 Balance, June 30, 2025 88,162 $ 882 $ 1,743,161 $ ( 686,226 ) $ ( 11,624 ) $ 1,046,193 $ 277 $ 1,046,470 Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity Balance, March 31, 2024 88,003 $ 880 $ 1,736,524 $ ( 588,923 ) $ ( 12,365 ) $ 1,136,116 $ 288 $ 1,136,404 Net loss — — — ( 3,471 ) — ( 3,471 ) — ( 3,471 ) Unrealized loss on interest rate hedges — — — — ( 796 ) ( 796 ) — ( 796 ) Amortization of swap settlements — — — — 510 510 — 510 Distributions to noncontrolling interests — — — — — — ( 3 ) ( 3 ) Dividends ($ 0.18 per common share) — — — ( 15,916 ) — ( 15,916 ) — ( 15,916 ) Share grants, net of forfeitures and tax withholdings 8 — 1,417 — — 1,417 — 1,417 Balance, June 30, 2024 88,011 $ 880 $ 1,737,941 $ ( 608,310 ) $ ( 12,651 ) $ 1,117,860 $ 285 $ 1,118,145 See accompanying notes to the consolidated financial statements. 9 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) Six Months Ended June 30, 2025 2024 Cash flows from operating activities Net loss $ ( 8,241 ) $ ( 7,118 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 46,799 48,838 Credit losses on lease related receivables 2,022 2,548 Share-based compensation expense 3,113 2,135 Net amortization of debt premiums, discounts and related financing costs 2,143 2,117 Gain on land easements — ( 1,410 ) Changes in operating other assets ( 13 ) ( 666 ) Changes in operating other liabilities 200 3,629 Net cash provided by operating activities 46,023 50,073 Cash flows from investing activities Capital improvements to real estate ( 14,391 ) ( 21,487 ) Non-real estate capital improvements ( 60 ) ( 59 ) Payments received for land easements — 3,862 Net cash used in investing activities ( 14,451 ) ( 17,684 ) Cash flows from financing activities Line of credit borrowings, net ( 1,000 ) ( 1,000 ) Dividends paid ( 31,841 ) ( 31,843 ) Payment of financing costs ( 26 ) — Distributions to noncontrolling interests ( 4 ) ( 5 ) Payment of tax withholdings for restricted share awards ( 217 ) ( 187 ) Net cash used in financing activities ( 33,088 ) ( 33,035 ) Net decrease in cash, cash equivalents and restricted cash ( 1,516 ) ( 646 ) Cash, cash equivalents and restricted cash at beginning of period 8,609 8,538 Cash, cash equivalents and restricted cash at end of period $ 7,093 $ 7,892 Supplemental disclosure of cash flow information: Cash paid for interest, net of amounts capitalized $ 16,286 $ 16,140 Change in accrued capital improvements and development costs 1,155 ( 5,339 ) Dividend payable 15,947 15,905 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 4,786 $ 5,629 Restricted cash 2,307 2,263 Cash, cash equivalents and restricted cash $ 7,093 $ 7,892 See accompanying notes to the consolidated financial statements. 10 ELME COMMUNITIES AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (UNAUDITED) NOTE 1: NATURE OF BUSINESS Elme Communities, a Maryland real estate investment trust (the “Company”), is a self-administered equity real estate investment trust, and successor to a trust organized in 1960. Our business primarily consists of the ownership of apartment communities in the greater Washington, DC metro and Sunbelt regions. Within these notes to the financial statements, we refer to the three months ended June 30, 2025 and June 30, 2024 as the “2025 Quarter” and the “2024 Quarter,” respectively, and the six months ended June 30, 2025 and June 30, 2024 as the “2025 Period” and the “2024 Period,” respectively. Federal Income Taxes We believe that we qualify as a real estate investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), and intend to continue to qualify as such. To maintain our status as a REIT, we are, among other things, required to distribute 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding net capital gains to our shareholders) on an annual basis. When selling a property, we generally have the option of (a) reinvesting the sales proceeds of property sold in a way that allows us to defer recognition of some or all taxable gain realized on the sale, (b) distributing gains to the shareholders with no tax to us or (c) treating net long-term capital gains as having been distributed to our shareholders, paying the tax on the gain deemed distributed and allocating the tax paid as a credit to our shareholders. Generally, and subject to our ongoing qualification as a REIT, no provisions for income taxes are necessary except for taxes on undistributed taxable income and taxes on the income generated by our taxable REIT subsidiary (“TRS”). Our TRS is subject to corporate federal and state income tax on its taxable income at regular statutory rates. As of both June 30, 2025 and December 31, 2024, our TRS had a deferred tax asset of $ 1.4 million that was fully reserved. Proposed Portfolio Sale Transaction and Plan of Sale and Liquidation Subsequent to quarter end, the Company entered into a Purchase Agreement dated August 1, 2025 (the “Purchase Agreement”), by and among the Company, WashREIT OP LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Seller”), Echo Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Seller (the “Echo Sub”), CEVF VI Capital Holdings, LLC, a Delaware limited liability company (“Buyer”), and CEVF VI Co-Invest I Venture, LLC, a Delaware limited liability company. Pursuant to and subject to the terms and conditions of the Purchase Agreement, Buyer has agreed to purchase all of the limited liability company interests of Echo Sub, which at the consummation of the transactions will indirectly own 19 of the Company’s multifamily properties, in exchange for an aggregate purchase price of $ 1.6 billion, subject to customary adjustments (the “Portfolio Sale Transaction”). In connection with approval of the Purchase Agreement, the board of trustees approved a Plan of Sale and Liquidation (“Plan of Sale and Liquidation”). The Plan of Sale and Liquidation includes a plan of liquidation that provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Code. Consummation of the Portfolio Sale Transaction and effectiveness of the Plan of Sale and Liquidation are subject to approval by the affirmative vote of the holders of the Company’s shares of beneficial interests entitled to cast a majority of all the votes entitled to be cast on the matter. The Portfolio Sale Transaction is also subject to other customary closing conditions. The Portfolio Sale Transaction and the Plan of Sale and Liquidation are referred to herein as the “Proposed Transactions”. Commitment Letter In connection with entering into the Purchase Agreement and approval of the Plan of Sale and Liquidation by the board of trustees, the Company obtained a commitment to provide debt financing in the original principal amount of $ 520 million (or $ 565 million if one of the 19 properties is not included in the closing of the Portfolio Sale Transaction) (the “Loan”), which will be secured by substantially all of the Company’s real estate assets and subsidiary equity interests that remain after the closing under the Purchase Agreement, pursuant to a commitment letter (the “Commitment Letter”) from Goldman Sachs Bank USA. The Loan will have an initial term of one year with a one-year extension option, that may be exercised subject to certain conditions specified in the Commitment Letter. The funding of the Loan provided for in the Commitment Letter is contingent 11 on the satisfaction of customary conditions, including but not limited to (a) execution and delivery of definitive documentation with respect to the Loan in accordance with the terms set forth in the Commitment Letter, and (b) closing of the Portfolio Sale Transaction. The actual documentation governing the Loan has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Commitment Letter. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONS Significant Accounting Policies We have prepared our consolidated financial statements using the accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2024. Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting - Improvements to Reportable Segments Disclosures,” which enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker (“CODM”). The new standard is effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted the new standard on our consolidated financial statements and related disclosures for the year ended December 31, 2024. In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on our consolidated financial statements. Principles of Consolidation and Basis of Presentation The accompanying unaudited consolidated financial statements include the consolidated accounts of Elme Communities and our subsidiaries and entities in which Elme Communities has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. We have prepared the accompanying unaudited financial statements pursuant to the rules and regulations of the SEC. Certain information and note disclosures normally included in annual financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information presented not misleading. In addition, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. These unaudited financial statements should be read in conjunction with the financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2024. Lessee Accounting For leases where we are the lessee, primarily our corporate office operating lease, we recognize a right-of-use asset and a lease liability in accordance with Accounting Standards Codification (“ASC”) Topic 842. The right-of-use asset and associated liability is equal to the present value of the minimum lease payments, applying our incremental borrowing rate. Our borrowing rate is computed based on observable borrowing rates taking into consideration our credit quality and adjusting to a secured borrowing rate for similar assets and terms. Lease expense for the operating lease is recognized on a straight-line basis over the expected lease term and is included in “General and administrative expenses.” Restricted Cash Restricted cash includes funds held in escrow for tenant security deposits. 12 Use of Estimates in the Financial Statements The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3: REAL ESTATE Development/Redevelopment We have properties under development/redevelopment and held for current or future development. As of June 30, 2025, we have invested $ 30.4 million, including the cost of acquired land, in a residential development adjacent to Riverside Apartments. During the second quarter of 2022, we paused development activities at the aforementioned property and ceased associated capitalization of interest on spending and real estate taxes. Properties Sold and Held for Sale Pending consummation of the Portfolio Sale Transaction and effectiveness of the Plan of Sale and Liquidation, we intend to hold our properties for investment with a view to long-term appreciation, to engage in the business of owning our properties and to make occasional sales of properties that no longer meet our long-term strategy or return objectives and where market conditions for sale are favorable. The proceeds from the sales may be used to support other corporate needs or distributed to our shareholders. Depreciation on these properties is discontinued at the time they are classified as held for sale, but operating revenues, operating expenses and interest expense continue to be recognized until the date of sale. We did not sell or classify any properties as held for sale during the 2025 Period or in 2024. As of June 30, 2025, we assessed our properties, including assets held for development, for impairment and did no t recognize any impairment charges during the 2025 Quarter. We applied reasonable estimates and judgments in evaluating each of the properties as of June 30, 2025. Should external or internal circumstances change requiring the need to shorten holding periods or adjust future estimated cash flows from our properties, we could be required to record impairment charges in the future. NOTE 4: UNSECURED LINE OF CREDIT PAYABLE During 2024, we entered into a third amended and restated credit agreement (the “Amended Credit Agreement”) which provides for aggregate revolving loan commitments of $ 500.0 million (the “Amended and Restated Revolving Credit Facility”) with an accordion feature that allows us to increase the aggregate revolving loan commitments or add term loans of up to $ 1.0 billion, subject to the lenders’ agreement to provide additional revolving commitments or term loans. The Amended and Restated Revolving Credit Facility has a four-year term ending in July 2028, with two six-month extension options. Borrowings under the Amended and Restated Revolving Credit Facility will bear interest, at our option, at a rate of either (a)(i) daily SOFR plus 0.10 % (the “Adjusted Daily Simple SOFR”) or (ii) term SOFR plus 0.10 %, plus, in each case, a margin ranging from 0.70 % to 1.40 % (depending on our credit rating) or (b) the base rate plus a margin ranging from 0.00 % to 0.40 % (based upon our credit rating). The base rate is the highest of the administrative agent’s prime rate, the federal funds rate plus 0.50 % and Adjusted Daily Simple SOFR plus 1.0 %. In addition, the Amended Credit Agreement requires the payment of a facility fee equal to 0.10 % to 0.30 % (depending on our credit rating) on the $ 500.0 million committed capacity in respect of the Amended and Restated Revolving Credit Facility, without regard to usage. The initial interest rate is based on Adjusted Daily Simple SOFR plus a margin of 0.85 % and the initial facility fee equals 0.20 %. As of June 30, 2025, the interest rate on the Amended and Restated Revolving Credit Facility was based on the Adjusted Daily Simple SOFR (inclusive of the 0.10 % credit spread adjustment) plus 0.85 % applicable margin, the daily SOFR was 4.45% and the facility fee was 0.20 %. All outstanding advances for the Amended and Restated Revolving Credit Facility are due and payable upon maturity in July 2028, unless extended pursuant to one or both of the two six-month extension options. Interest only payments are due and payable generally on a monthly basis. 13 The amount of the Amended and Restated Revolving Credit Facility’s unsecured line of credit unused and available at June 30, 2025 was as follows (in thousands): Committed capacity $ 500,000 Borrowings outstanding ( 175,000 ) Unused and available $ 325,000 We executed borrowings and repayments on the Amended and Restated Revolving Credit Facility during the 2025 Period as follows (in thousands): Balance, December 31, 2024 $ 176,000 Borrowings 79,000 Repayments ( 80,000 ) Balance, June 30, 2025 $ 175,000 NOTE 5: NOTES PAYABLE During 2023, we entered into a $ 125.0 million unsecured term loan (the “2023 Term Loan”) with an interest rate of SOFR (subject to a credit spread adjustment of 10 basis points) plus a margin of 95 basis points (subject to adjustment depending on Elme Communities’ credit rating). The 2023 Term Loan had a two-year term ending in January 2025, with two one-year extension options. We used the proceeds to prepay the remaining $ 100.0 million portion of the $ 250.0 million unsecured 2018 term loan in full and a portion of our borrowings under our previous revolving credit facility. During 2024, we entered into a first amendment of the 2023 Term Loan (the “Term Loan Amendment”). The Term Loan Amendment implements various covenant and technical amendments to make the 2023 Term Loan consistent with corresponding provisions in the Amended Credit Agreement. The Term Loan Amendment does not change the maturity or any of the pricing terms of the term loan outstanding under the 2023 Term Loan. During 2024, we exercised one of two one-year extension options on the 2023 Term Loan to extend the maturity of the loan to January 10, 2026. The interest rate on the 2023 Term Loan is effectively fixed at 5.77 % by two interest rate swap arrangements through its maturity date of January 10, 2026 (see note 6). NOTE 6: DERIVATIVE INSTRUMENTS During 2023, we entered into two interest rate swap arrangements with an aggregate notional amount of $ 125.0 million that effectively fixed the interest at 4.73 % for the 2023 Term Loan beginning on July 21, 2023 through the 2023 Term Loan’s initial maturity date of January 10, 2025. During the 2024 Quarter, we entered into two forward interest rate swap arrangements with an aggregate notional amount of $ 150.0 million beginning on January 10, 2025 through January 10, 2026. These forward interest rate swap arrangements effectively fix (i) a portion of our variable rate debt based on an adjusted daily SOFR at 4.72 % (subject to applicable interest rate margins) and (ii) the 2023 Term Loan’s interest rate at 5.77 % beginning on January 10, 2025 through the extended loan maturity date of January 10, 2026. The interest rate swap arrangements are recorded at fair value in accordance with GAAP, based on discounted cash flow methodologies and observable inputs. We record the effective portion of changes in fair value of the cash flow hedges in Other comprehensive income (loss). We assess the effectiveness of a cash flow hedge both at inception and on an ongoing basis. If a cash flow hedge is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness of our cash flow hedges is recorded in earnings. 14 The fair values of the interest rate swaps as of June 30, 2025 and December 31, 2024, were as follows (in thousands): Fair Value Derivative Assets (Liabilities) Derivative Instrument Aggregate Notional Amount Effective Date Maturity Date June 30, 2025 December 31, 2024 Interest rate swap $ 75,000 July 21, 2023 January 10, 2025 $ — $ 14 Interest rate swap 50,000 July 21, 2023 January 10, 2025 — 9 Interest rate swap 100,000 January 10, 2025 January 10, 2026 ( 327 ) ( 624 ) Interest rate swap 50,000 January 10, 2025 January 10, 2026 ( 163 ) ( 312 ) $ ( 490 ) $ ( 913 ) We record interest rate swaps on our consolidated balance sheets within Prepaid expenses and other assets when in a net asset position and within Accounts payable and other liabilities when in a net liability position. The net unrealized gains and losses on the effective swaps were recognized in Other comprehensive income (loss), as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Unrealized gain (loss) on interest rate hedges $ 334 $ ( 796 ) $ 423 $ ( 713 ) Amounts reported in Accumulated other comprehensive loss related to effective cash flow hedges will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, we estimate that an additional $ 0.5 million related to our outstanding interest rate swap arrangements will be reclassified as a net increase to interest expense. The losses reclassified from Accumulated other comprehensive loss into interest expense for the three and six months ended June 30, 2025 and 2024, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Loss reclassified from accumulated other comprehensive loss into interest expense $ 509 $ 510 $ 1,019 $ 1,020 During the next twelve months, we estimate that an additional $ 2.0 million related to the previously settled interest rate swap arrangements will be reclassified as an increase to interest expense. We have agreements with each of our derivative counterparties that contain a provision whereby we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness. As of June 30, 2025, the fair value of derivative liabilities was $ 0.5 million. As of June 30, 2025, we have not posted any collateral related to these agreements. Derivative instruments expose us to credit risk in the event of non-performance by the counterparty under the terms of the interest rate hedge agreements. We believe that we minimize our credit risk on these transactions by dealing with major, creditworthy financial institutions. We monitor the credit ratings of counterparties and our exposure to any single entity, thus minimizing our credit risk concentration. NOTE 7: FAIR VALUE DISCLOSURES Assets and Liabilities Measured at Fair Value on a Recurring Basis For assets and liabilities measured at fair value on a recurring basis, quantitative disclosures about the fair value measurements are required to be disclosed separately for each major category of assets and liabilities, as follows: Level 1: Quoted prices in active markets for identical assets Level 2: Significant other observable inputs Level 3: Significant unobservable inputs 15 The only assets or liabilities we had at June 30, 2025 and December 31, 2024 that are recorded at fair value on a recurring basis are the assets held in the Supplemental Executive Retirement Plan (“SERP”), which primarily consist of investments in mutual funds, and the interest rate derivatives (see note 6). We base the valuations related to the SERP on quoted prices in active markets and accordingly these valuations fall into Level 1 in the fair value hierarchy. The valuation of the interest rate derivatives is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each interest rate derivative. This analysis reflects the contractual terms of the interest rate derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate derivatives are determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of ASC Topic 820, Fair Value Measurement , we incorporate credit valuation adjustments in the fair value measurements to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk. These credit valuation adjustments were concluded to not be significant inputs for the fair value calculations for the periods presented. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as the posting of collateral, thresholds, mutual puts and guarantees. The valuation of interest rate derivatives fall into Level 2 in the fair value hierarchy. The fair values of these assets as of June 30, 2025 and December 31, 2024 were as follows (in thousands): June 30, 2025 December 31, 2024 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Assets: SERP $ 3,008 $ 3,008 $ — $ — $ 2,648 $ 2,648 $ — $ — Interest rate swaps — — — — 23 — 23 — Liabilities: Interest rate swaps ( 490 ) — ( 490 ) — ( 936 ) — ( 936 ) — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets not measured at fair value on an ongoing basis but subject to fair value adjustments only in certain circumstances, such as when there is evidence of impairment, are measured at fair value on a nonrecurring basis. In the 2025 Quarter, the Company did no t have any assets or liabilities measured at fair value on a nonrecurring basis. Financial Assets and Liabilities Not Measured at Fair Value The following disclosures of estimated fair value were determined by management using available market information and established valuation methodologies, including discounted cash flow models. Many of these estimates involve significant judgment. The estimated fair value disclosed may not necessarily be indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have an effect on the estimated fair value amounts. In addition, fair value estimates are made at a point in time and thus, estimates of fair value subsequent to June 30, 2025 may differ significantly from the amounts presented. The valuations of cash and cash equivalents and restricted cash fall into Level 1 in the fair value hierarchy and the valuations of debt instruments fall into Level 3 in the fair value hierarchy. 16 As of June 30, 2025 and December 31, 2024, the carrying values and estimated fair values of our financial instruments were as follows (in thousands): June 30, 2025 December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value Cash and cash equivalents $ 4,786 $ 4,786 $ 6,144 $ 6,144 Restricted cash 2,307 2,307 2,465 2,465 Line of credit 175,000 175,000 176,000 176,000 Notes payable, net 523,196 480,893 522,953 472,412 NOTE 8: SHARE-BASED COMPENSATION Elme Communities maintains short-term and long-term incentive plans that allow for stock-based awards to officers and non-officer employees. Stock based awards are provided to officers and non-officer employees, as well as trustees, under the Elme Communities 2016 Omnibus Incentive Plan, as amended and restated effective May 30, 2024 (the “Omnibus Incentive Plan”). An amendment and restatement of the Omnibus Incentive Plan was approved by our board of trustees in April 2024 and approved by our shareholders in May 2024 to, among other changes, increase the number of shares available to be issued by 2,900,000 , from 2,400,000 shares to 5,300,000 shares (including shares issued pursuant to awards made under the Omnibus Incentive Plan prior to its amendment). The Omnibus Incentive Plan allows for awards in the form of restricted shares, restricted share units, options and other awards up to an aggregate of 5,300,000 shares over the ten-year period in which the plan is in effect. Restricted share units are converted into shares of our stock upon full vesting through the issuance of new shares. Total Compensation Expense Total compensation expense recognized in the consolidated financial statements for all outstanding share-based awards was $ 1.7 million and $ 1.0 million for the 2025 Quarter and 2024 Quarter, respectively, and $ 3.1 million and $ 2.1 million for the 2025 Period and 2024 Period, respectively. Restricted Share Awards The total fair values of restricted share awards vested was $ 1.1 million and $ 0.9 million for the 2025 Period and 2024 Period, respectively. The total unvested restricted share awards at June 30, 2025 was 490,833 shares, which had a weighted average grant date fair value of $ 15.81 per share. As of June 30, 2025, the total compensation cost related to unvested restricted share awards was $ 5.1 million, which we expect to recognize over a weighted average period of 21 months. NOTE 9: EARNINGS PER COMMON SHARE We determine “Basic earnings per share” using the two-class method as our unvested restricted share awards and units have non-forfeitable rights to dividends, and are therefore considered participating securities. We compute basic earnings per share by dividing net income less the allocation of undistributed earnings to unvested restricted share awards and units by the weighted-average number of common shares outstanding for the period. We also determine “Diluted earnings per share” as the more dilutive of the two-class method or the treasury stock method with respect to the unvested restricted share awards. We further evaluate any other potentially dilutive securities at the end of the period and adjust the basic earnings per share calculation for the impact of those securities that are dilutive. Our dilutive earnings per share calculation includes the dilutive impact of operating partnership units under the if-converted method and our share-based awards with performance conditions prior to the grant date and all market condition awards under the contingently issuable method. 17 The computations of basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Numerator: Net loss $ ( 3,566 ) $ ( 3,471 ) $ ( 8,241 ) $ ( 7,118 ) Allocation of earnings to unvested restricted share awards ( 88 ) ( 79 ) ( 177 ) ( 158 ) Adjusted net loss $ ( 3,654 ) $ ( 3,550 ) $ ( 8,418 ) $ ( 7,276 ) Denominator: Weighted average shares outstanding – basic and diluted 88,093 87,910 88,078 87,898 Basic net loss per common share $ ( 0.04 ) $ ( 0.04 ) $ ( 0.10 ) $ ( 0.08 ) Diluted net loss per common share $ ( 0.04 ) $ ( 0.04 ) $ ( 0.10 ) $ ( 0.08 ) Dividends declared per common share $ 0.18 $ 0.18 $ 0.36 $ 0.36 NOTE 10: SEGMENT INFORMATION We operate in a single reportable segment which includes the ownership, development, redevelopment and acquisition of apartment communities (the “Residential segment”). Within the Residential segment, we do not distinguish or group our consolidated operations based on size (only one community, Riverside Apartments, comprises more than 10 % of consolidated revenues), type (all assets in the segment are residential) or geography (all but six communities are within the Washington, DC metro region). Further, our apartment communities have similar long-term economic characteristics and provide similar products and services to our residents. We have one office property, Watergate 600, which does not meet the quantitative or qualitative criteria for a reportable segment and has been classified within “Other”, along with business activities that are not part of an operating segment, on our segment disclosure tables. Our CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of assessing the performance and allocating resources to the operating segment. The CODM uses net operating income (“NOI”), defined as real estate rental revenue less real estate expenses (the significant segment expense), as the key basis of measurement for the reported segment profit or loss. We evaluate performance based upon NOI of the combined properties in the segment. Our reportable operating segment consolidates similar properties. GAAP requires that segment disclosures present the measure(s) used by the CODM for purposes of assessing each segment’s performance. The following tables present revenues, NOI, capital expenditures and total assets for the three and six months ended June 30, 2025 and 2024 from our Residential segment as well as Other, and reconcile NOI to net loss as reported (in thousands): Three Months Ended June 30, 2025 Residential Other Consolidated Real estate rental revenue $ 57,683 $ 4,416 $ 62,099 Real estate expenses 21,261 1,401 22,662 Net operating income $ 36,422 $ 3,015 $ 39,437 Other expense: Property management expenses ( 2,256 ) General and administrative expenses ( 7,689 ) Depreciation and amortization ( 23,560 ) Interest expense ( 9,498 ) Net loss $ ( 3,566 ) 18 Capital expenditures $ 8,707 $ 46 $ 8,753 Total assets $ 1,692,236 $ 117,968 $ 1,810,204 Three Months Ended June 30, 2024 Residential Other Consolidated Real estate rental revenue $ 55,492 $ 4,611 $ 60,103 Real estate expenses 20,622 1,360 21,982 Net operating income $ 34,870 $ 3,251 $ 38,121 Other expense: Property management expenses ( 2,175 ) General and administrative expenses ( 6,138 ) Depreciation and amortization ( 23,895 ) Interest expense ( 9,384 ) Net loss $ ( 3,471 ) Capital expenditures $ 7,872 $ 52 $ 7,924 Total assets $ 1,738,354 $ 123,121 $ 1,861,475 Six Months Ended June 30, 2025 Residential Other Consolidated Real estate rental revenue $ 114,690 8,902 $ 123,592 Real estate expenses 41,870 2,786 44,656 Net operating income $ 72,820 $ 6,116 $ 78,936 Other income (expense): Property management expenses ( 4,502 ) General and administrative expenses ( 16,918 ) Depreciation and amortization ( 46,799 ) Interest expense ( 18,958 ) Net loss $ ( 8,241 ) Capital expenditures $ 14,370 $ 81 $ 14,451 Six Months Ended June 30, 2024 Residential Other Consolidated Real estate rental revenue $ 110,363 9,253 $ 119,616 Real estate expenses 40,980 2,721 43,701 Net operating income $ 69,383 $ 6,532 $ 75,915 Other income (expense): Property management expenses ( 4,393 ) General and administrative expenses ( 12,334 ) Depreciation and amortization ( 48,838 ) Interest expense ( 18,878 ) Other income 1,410 Net loss $ ( 7,118 ) Capital expenditures $ 21,437 $ 109 $ 21,546 19 NOTE 11: SHAREHOLDERS’ EQUITY On February 20, 2024, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., TD Securities (USA) LLC and Truist Securities, Inc. as agents and forward sellers, as applicable, (collectively, the “Agents” or “Forward Sellers”, as applicable), and Wells Fargo Bank, National Association, The Bank of New York Mellon, Citibank, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., The Toronto-Dominion Bank and Truist Bank as forward purchasers pursuant to which up to an aggregate gross sales price of $ 350.0 million of Elme Communities’ common shares of beneficial interest, $ 0.01 par value per share, may be offered and sold from time to time through the Agents, acting as the Company’s sales agents or, if applicable, the Forward Sellers, or directly to the Agents as principals for their own accounts. In connection with entry into the Equity Distribution Agreement, we terminated our prior at-the-market offering program. At the time of such termination, approximately $ 340.0 million remained unsold under such prior program. We did no t issue common shares under the Equity Distribution Agreement or any prior equity distribution agreements during the 2025 Period or 2024 Period. We have a dividend reinvestment program, whereby shareholders may use their dividends and optional cash payments to purchase common shares. The common shares sold under this program may either be common shares issued by us or common shares purchased in the open market. Net proceeds under this program are used for general corporate purposes. We did not issue common shares under the dividend reinvestment program during the 2025 Period or 2024 Period. NOTE 12: SUBSEQUENT EVENTS Subsequent to quarter end, the Company entered into the Purchase Agreement. Pursuant to and subject to the terms and conditions of the Purchase Agreement, Buyer has agreed to purchase all of the limited liability company interests of Echo Sub, which at the consummation of the transactions will indirectly own 19 of the Company’s multifamily properties, in exchange for an aggregate purchase price of $ 1.6 billion, subject to customary adjustments. In connection with approval of the Purchase Agreement, the board of trustees approved a Plan of Sale and Liquidation. The Plan of Sale and Liquidation includes a plan of liquidation that provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Code. Consummation of the Portfolio Sale Transaction and effectiveness of the Plan of Sale and Liquidation are subject to approval by the affirmative vote of the holders of the Company’s shares of beneficial interests entitled to cast a majority of all the votes entitled to be cast on the matter. The Portfolio Sale Transaction is also subject to other customary closing conditions. Commitment Letter In connection with entering into the Purchase Agreement and approval of the Plan of Sale and Liquidation by the board of trustees, the Company obtained a commitment from Goldman Sachs Bank USA to provide the Loan, which will be secured by substantially all of the Company’s real estate assets and subsidiary equity interests that remain after the closing under the Purchase Agreement. The Loan will have an initial term of one year with a one-year extension option, that may be exercised subject to certain conditions specified in the Commitment Letter. The funding of the Loan provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (a) execution and delivery of definitive documentation with respect to the Loan in accordance with the terms set forth in the Commitment Letter, and (b) closing of the Portfolio Sale Transaction. The actual documentation governing the Loan has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Commitment Letter. 20