Elme Communities 10-K

ITEM 9A: CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on the foregoing, our Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level. Internal Control over Financial Reporting See the Report of Management in Item 8 of this Form 10-K. See the Reports of Independent Registered Public Accounting Firm in Item 8 of this Form 10-K. While there have been changes in our internal control over financial reporting during the three months ended December 31, 2025, including the addition of controls related to the liquidation basis accounting for our consolidated financial statements and disclosures, we do not believe these changes materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B: OTHER INFORMATION During the three months ended December 31, 2025, no trustee or officer of Elme Communities adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Trustee Matters As previously disclosed, on January 21, 2026, Ellen M. Goitia and Ron D. Sturzenegger each notified Paul McDermott, the Chairman of the Board and President and Chief Executive Officer of Elme, that they intended to resign from the Board, effective as of the end of the first business day after the date of filing of the Form 10-K for the fiscal year ended December 31, 2025 with the Securities and Exchange Commission. Ms. Goitia’s and Mr. Sturzenegger’s resignations will be effective on March 2, 2026. Chief Financial Officer Matters As previously disclosed, on January 21, 2026, Mr. Freishtat and the Company agreed that Mr. Freishtat would step down from his role as Chief Financial Officer and as an employee of the Company effective as of the end of the first business day after the date of filing of the Form 10-K for the fiscal year ended December 31, 2025. Also on January 21, 2026, the Board approved the appointment of W. Drew Hammond to serve as Executive Vice President and Chief Financial Officer, in addition to his roles as Chief Administrative Officer, Treasurer and Secretary, subject to and effective at the beginning of the first day immediately 35 following the effective date of Mr. Freishtat’s departure (the “Appointment Date”), subject to Mr. Hammond’s continued employment through the Appointment Date. Mr. Freishtat will step down on March 2, 2026, and Mr. Hammond will assume the role of Executive Vice President and Chief Financial Officer, in addition to his existing roles, effective March 3, 2026. As a condition to Mr. Freishtat receiving his previously disclosed payment pursuant to his Retention Agreement, dated January 21, 2026, Mr. Freishtat will execute an agreement and release of claims (“Release Agreement”), pursuant to which Mr. Freishtat will agree to a general release of claims and other customary provisions, including confidentiality, cooperation in transition, and the return of Company property. The description of the Release Agreement set forth above is qualified in its entirety by the full text of the Release Agreement filed herewith as Exhibit 10.19 to this Annual Report on Form 10-K and incorporated by reference herein. ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. PART III ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A. ITEM 11: EXECUTIVE COMPENSATION The information required by this Item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A. ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A. ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item will be included in an amendment to this Annual Report on Form 10-K or incorporated by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A. 36 PART IV ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (A). The following documents are filed as part of this Form 10-K: 1 Financial Statements Page Management's Report on Internal Control Over Financial Reporting 40 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 41 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 43 Consolidated Statement of Net Assets (Liquidation Basis) as of December 31, 2025 44 Consolidated Balance Sheet (Going Concern Basis) as of December 31, 2024 45 Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the Period from November 1, 2025 through December 31, 2025 46 Consolidated Statements of Operations (Going Concern Basis) for the Ten Months Ended October 31, 2025 and Years Ended December 31, 2024 and 2023 47 Consolidated Statements of Comprehensive Income (Loss) (Going Concern Basis) for the Ten Months Ended October 31, 2025 and Years Ended December 31, 2024 and 2023 48 Consolidated Statements of Equity (Going Concern Basis) for the Ten Months Ended October 31, 2025 and Years Ended December 31, 2024 and 2023 49 Consolidated Statements of Cash Flows (Going Concern Basis) for the Ten Months Ended October 31, 2025 and Years Ended December 31, 2024 and 2023 50 Notes to Consolidated Financial Statements 52 2 Financial Statement Schedules Schedule II – Valuation and Qualifying Accounts 78 Schedule III – Consolidated Real Estate and Accumulated Depreciation 79 All other schedules are omitted because they are either not required or the required information is shown in the financial statements or notes thereto. 3 Exhibits: Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Filing Date Filed Herewith 2.1 Purchase and Sale Agreement, dated August 1, 2025, by and among Elme Communities, WashREIT OP LLC, Echo Sub LLC, CEVF VI Capital Holdings, LLC and CEVF VI Co-Invest I Venture, LLC 8-K 001-06622 2.1 8/4/2025 2.2 Plan of Sale and Liquidation 8-K 001-06622 2.2 8/4/2025 3.1 Articles of Amendment and Restatement of Declaration of Trust of the Company, as amended 10-K 001-06622 3.1 2/17/2023 3.2 Articles Supplementary of Elme Communities 8-K 001-06622 3.1 3/20/2025 3.3 Amended and Restated Bylaws of Elme Communities, as amended 8-K 001-06622 3.1 9/20/2023 4.1 Description of Registrant's Securities X 10.1* Supplemental Executive Retirement Plan II dated January 1, 2008 10-K 001-06622 10.1 2/17/2023 10.2* Form of Indemnification Agreement by and between Washington REIT and the indemnitee 8-K 001-06622 10(nn) 7/27/2009 10.3* Deferred Compensation Plan for Officers, effective January 1, 2007, as amended and restated on January 1, 2011 10-K 001-06622 10.3 2/17/2023 10.4* Amendment to Amended and Restated Deferred Compensation Plan for Officers, adopted December 31, 2012 10-K 001-06622 10.37 2/27/2013 10.5* Amendment to Amended and Restated Deferred Compensation Plan for Officers, adopted February 13, 2013 10-Q 001-06622 10.45 5/9/2013 10.6* Amendment to Amended and Restated Deferred Compensation Plan for Officers, adopted February 18, 2014 10-K 001-06622 10.45 3/3/2014 10.7* Amended and Restated Trustee Deferred Compensation Plan, effective October 21, 2015 10-Q 001-06622 10.61 11/4/2015 10.8* Amendment to Amended and Restated Trustee Deferred Compensation Plan X 37 Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Filing Date Filed Herewith 10.9* Elme Communities 2016 Omnibus Incentive Plan (as amended and restated effective as of May 30, 2024) 8-K 001-06622 10.1 6/4/2024 10.10 Cooperation Agreement, dated March 19, 2025, by and among Elme Communities, Argosy-Lionbridge Real Estate Securities, L.P. and the Related Persons on Schedule A thereto 8-K 001-06622 10.1 3/20/2025 10.11* Retention Agreement between Paul McDermott and Elme Communities 8-K 001-06622 10.1 1/23/2026 10.12* Retention Agreement between Tiffany Butcher and Elme Communities 8-K 001-06622 10.2 1/23/2026 10.13* Retention Agreement between W. Drew Hammond and Elme Communities 8-K 001-06622 10.3 1/23/2026 10.14* Retention Agreement between Steven Freishtat and Elme Communities 8-K 001-06622 10.4 1/23/2026 10.15* Executive Officer Short-Term Incentive Plan for the performance period beginning November 13 , 2025 8-K 001-06622 10.5 1/23/2026 10.16* Separation Agreement and Release of Claims (Susan L. Gerock) 8-K 001-06622 10.1 11/14/2025 10.17 Loan Agreement, dated as of November 12, 2025 8-K 001-06622 10.1 11/13/2025 10.18 Form of Agreement and Release of Claims X 19 Elme Communities Policy on Inside Information and Insider Trading 10-K 001-06622 19 2/14/2025 21 Subsidiaries of Registrant X 23 Consent of Independent Registered Public Accounting Firm X 24 Power of Attorney X 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”) X 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act X 31.3 Certification of the Chief Administrative Officer pursuant to Rule 13a-14(a) of the Exchange Act X 32 Certification of the Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 Elme Communities Compensation Recovery Policy 10-K 001-06622 97 2/16/2024 101 INS-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. X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) * Management contracts or compensation plans or arrangements in which trustees or executive officers are eligible to participate. In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of Elme Communities or its subsidiaries are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request. ITEM 16: FORM 10-K SUMMARY We have chosen not to include a Form 10-K Summary. 38 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ELME COMMUNITIES Date: February 27, 2026 By: /s/ Paul T. McDermott Paul T. McDermott President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Paul T. McDermott Chairman and Chief Executive Officer February 27, 2026 Paul T. McDermott /s/ Benjamin S. Butcher* Lead Independent Trustee February 27, 2026 Benjamin S. Butcher /s/ Jennifer S. Banner* Trustee February 27, 2026 Jennifer S. Banner /s/ Susan Carras* Trustee February 27, 2026 Susan Carras /s/ Ellen M. Goitia* Trustee February 27, 2026 Ellen M. Goitia /s/ Thomas H. Nolan, Jr.* Trustee February 27, 2026 Thomas H. Nolan, Jr. /s/ Ron D. Sturzenegger* Trustee February 27, 2026 Ron D. Sturzenegger /s/ Anthony L. Winns* Trustee February 27, 2026 Anthony L. Winns /s/ Steven M. Freishtat Executive Vice President and February 27, 2026 Steven M. Freishtat Chief Financial Officer (Principal Financial Officer) /s/ W. Drew Hammond Senior Vice President, Chief Administrative Officer and Treasurer February 27, 2026 W. Drew Hammond (Principal Accounting Officer) * By: /s/ W. Drew Hammond through power of attorney W. Drew Hammond 39 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Elme Communities is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal controls over financial reporting. Elme Communities’ internal control system over financial reporting is a process designed under the supervision of Elme Communities’ principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions. In connection with the preparation of Elme Communities’ annual consolidated financial statements, management has undertaken an assessment of the effectiveness of Elme Communities’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 COSO Framework). Management’s assessment included an evaluation of the design of Elme Communities’ internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this assessment, management has concluded that as of December 31, 2025, Elme Communities’ internal control over financial reporting was effective at a reasonable assurance level regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Ernst & Young LLP, the independent registered public accounting firm that audited Elme Communities’ consolidated financial statements included in this report, has issued an unqualified opinion on the effectiveness of Elme Communities’ internal control over financial reporting, a copy of which appears on page 43 of this annual report. 40 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Elme Communities Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Elme Communities and Subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for the period from January 1, 2025 to October 31, 2025 and for the years ended December 31, 2024 and 2023, the consolidated statement of net assets in liquidation as of December 31, 2025, the related consolidated statement of changes in net assets in liquidation for the period from November 1, 2025 to December 31, 2025, and the related notes and financial statement schedules listed in the Index at Item 15(A) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, the results of its operations and its cash flows for the years ended December 31, 2024 and 2023 and for the period from January 1, 2025 to October 31, 2025, its net assets in liquidation as of December 31, 2025, and the changes in its net assets in liquidation for the period from November 1, 2025 to December 31, 2025, in conformity with U.S. generally accepted accounting principles applied on the basis described below. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2026 expressed an unqualified opinion thereon. Adoption of Liquidation Basis of Accounting As described in Note 1 to the financial statements, the shareholders of the Company approved a plan of liquidation on October 30, 2025, and the Company commenced liquidation shortly thereafter. As a result, the Company has changed its basis of accounting for periods subsequent to October 31, 2025 from the going concern basis to a liquidation basis. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 41 Valuation of Income Producing Properties Description of the Matter As of December 31, 2025, the Company reported income producing property of $776.4 million on the consolidated statement of net assets (liquidation basis). As described in Note 3 to the consolidated financial statements as a result of the adoption of the liquidation basis of accounting, the Company’s real estate was adjusted to its estimated net realizable value, or liquidation value, which represents the estimated amount of cash or other consideration that the Company expected to realize through the disposal of its assets. Prior to the adoption of the liquidation basis of accounting and as described in Note 6 to the consolidated financial statements, during the ten months ended October 31, 2025, the Company recognized impairment charges of $111.7 million on certain income producing properties included in the consolidated statement of operations. If a property is determined to be impaired, the Company recognizes an impairment loss equivalent to an amount required to adjust the carrying amount to its estimated fair value. Management’s valuation of income producing properties at net realizable value under the liquidation basis of accounting or at fair value when an asset’s carrying amount is in excess of its undiscounted cash flows under the going concern basis of accounting was determined using various valuation methodologies, as well as consideration of purchase offers or contractual sales agreements and comparable market transactions. Auditing the Company’s valuation of income producing properties was complex and involved a high degree of subjectivity in evaluating management’s use of assumptions and estimates inherent in the determination of the estimated fair value when an asset’s carrying value is not deemed recoverable or liquidation value of the properties. In particular, management’s assumptions and estimates included estimated future operating results and capitalization rates, which were sensitive to expectations about market or economic conditions, as well as the use of comparable sales values. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s real estate valuation process. We tested controls over management’s process for evaluating the assumptions used to determine fair value when the asset’s carrying value is not deemed recoverable or liquidation value subsequent to adoption of the liquidation basis of accounting. To test the Company's valuation of income producing properties, we performed audit procedures that included, among others, evaluating the methodologies applied and tested the significant assumptions in the valuation analyses. We involved our valuation specialists to assist in performing these procedures. For example, we evaluated the significant assumptions used to estimate future cash flows and comparable sales values for reasonableness by comparing them to the Company’s historical accounting records or to available market data. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Tysons, Virginia February 27, 2026 42 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of Elme Communities Opinion on Internal Control Over Financial Reporting We have audited Elme Communities and Subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Elme Communities and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 27, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Tysons, Virginia February 27, 2026 43 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENT OF NET ASSETS (LIQUIDATION BASIS) (IN THOUSANDS) December 31, 2025 Assets Income producing property $ 776,425 Cash, cash equivalents and restricted cash 1,331,882 Rents and other receivables 5,974 Total assets $ 2,114,281 Liabilities Liabilities for estimated costs in excess of estimated receipts during liquidation 43,599 Debt payable 520,000 Accounts payable and accrued expenses 8,044 Liquidating distribution payable 1,303,723 Total liabilities $ 1,875,366 Net assets in liquidation $ 238,915 See accompanying notes to the consolidated financial statements. 44 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (GOING CONCERN BASIS) (IN THOUSANDS, EXCEPT PER SHARE DATA) December 31, 2024 Assets Land $ 383,808 Income producing property 1,999,525 2,383,333 Accumulated depreciation and amortization ( 618,299 ) Net income producing property 1,765,034 Properties under development or held for future development 30,980 Total real estate held for investment, net 1,796,014 Cash and cash equivalents 6,144 Restricted cash 2,465 Rents and other receivables 12,511 Prepaid expenses and other assets 28,628 Total assets $ 1,845,762 Liabilities Notes payable, net $ 522,953 Line of credit 176,000 Accounts payable and other liabilities 36,293 Dividend payable 15,898 Advance rents 6,257 Tenant security deposits 6,283 Total liabilities 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: 88,029 shares issued and outstanding as of December 31, 2024 880 Additional paid in capital 1,740,078 Distributions in excess of net income ( 646,095 ) Accumulated other comprehensive loss ( 13,066 ) Total shareholders’ equity 1,081,797 Noncontrolling interests in subsidiaries 281 Total equity 1,082,078 Total liabilities and equity $ 1,845,762 See accompanying notes to the consolidated financial statements. 45 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (LIQUIDATION BASIS) (IN THOUSANDS) For the Period from November 1, 2025 to December 31, 2025 Net assets in liquidation, beginning of period $ 1,589,456 Changes in net assets in liquidation Liquidation value of income producing property ( 46,375 ) Remeasurement of assets and liabilities, net ( 443 ) Net decrease in liquidation value ( 46,818 ) Liquidating distributions payable ( 1,303,723 ) Changes in net assets in liquidation ( 1,350,541 ) Net assets in liquidation, end of period $ 238,915 See accompanying notes to the consolidated financial statements. 46 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (GOING CONCERN BASIS) (IN THOUSANDS, EXCEPT PER SHARE DATA) Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Revenue Real estate rental revenue $ 206,360 $ 241,935 $ 227,911 Expenses Property operating and maintenance 49,962 56,282 50,985 Real estate taxes and insurance 26,640 32,419 28,845 Property management 7,494 8,861 8,108 General and administrative 54,591 24,969 25,887 Transformation costs — — 6,339 Depreciation and amortization 78,162 95,935 88,950 Real estate impairment 111,719 — 41,860 328,568 218,466 250,974 Real estate operating (loss) income ( 122,208 ) 23,469 ( 23,063 ) Other income (expense) Interest expense ( 31,954 ) ( 37,835 ) ( 30,429 ) Loss on extinguishment of debt, net — ( 147 ) ( 54 ) Other income — 1,410 569 ( 31,954 ) ( 36,572 ) ( 29,914 ) Net loss $ ( 154,162 ) $ ( 13,103 ) $ ( 52,977 ) Basic net loss per share $ ( 1.75 ) $ ( 0.15 ) $ ( 0.61 ) Diluted net loss per share $ ( 1.75 ) $ ( 0.15 ) $ ( 0.61 ) Weighted average shares outstanding – basic 88,092 87,920 87,735 Weighted average shares outstanding – diluted 88,092 87,920 87,735 See accompanying notes to the consolidated financial statements. 47 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (GOING CONCERN BASIS) (IN THOUSANDS) Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Net loss $ ( 154,162 ) $ ( 13,103 ) $ ( 52,977 ) Other comprehensive loss: Unrealized gain (loss) on interest rate derivatives 598 ( 2,147 ) ( 764 ) Reclassification of unrealized loss on interest rate derivatives to earnings 1,698 2,039 2,039 Comprehensive loss $ ( 151,866 ) $ ( 13,211 ) $ ( 51,702 ) See accompanying notes to the consolidated financial statements. 48 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (GOING CONCERN BASIS) (IN THOUSANDS) Shares Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of Net Income Accumulated Other Comprehensive Income (Loss) Total Shareholders’ Equity Non- controlling Interests in Subsidiary Total Equity Balance, December 31, 2022 87,534 $ 875 $ 1,729,854 $ ( 453,008 ) $ ( 14,233 ) $ 1,263,488 $ 298 $ 1,263,786 Net loss — — — ( 52,977 ) — ( 52,977 ) — ( 52,977 ) Unrealized loss on interest rate hedges — — — — ( 764 ) ( 764 ) — ( 764 ) Amortization of swap settlements — — — — 2,039 2,039 — 2,039 Distributions to noncontrolling interests — — — — — — ( 8 ) ( 8 ) Dividends ($ 0.72 per common share) — — — ( 63,406 ) — ( 63,406 ) — ( 63,406 ) Shares issued under Dividend Reinvestment Program 28 — 497 — — 497 — 497 Share grants, net of forfeitures and tax withholdings 305 4 5,179 — — 5,183 — 5,183 Balance, December 31, 2023 87,867 879 1,735,530 ( 569,391 ) ( 12,958 ) 1,154,060 290 1,154,350 Net loss — — — ( 13,103 ) — ( 13,103 ) — ( 13,103 ) Unrealized loss on interest rate hedges — — — — ( 2,147 ) ( 2,147 ) — ( 2,147 ) Amortization of swap settlements — — — — 2,039 2,039 — 2,039 Distributions to noncontrolling interests — — — — — — ( 9 ) ( 9 ) Dividends ($ 0.72 per common share) — — — ( 63,601 ) — ( 63,601 ) — ( 63,601 ) Share grants, net of forfeitures and tax withholdings 162 1 4,548 — — 4,549 — 4,549 Balance, December 31, 2024 88,029 880 1,740,078 ( 646,095 ) ( 13,066 ) 1,081,797 281 1,082,078 Net loss — — — ( 154,162 ) — ( 154,162 ) — ( 154,162 ) Unrealized gain on interest rate hedges — — — — 598 598 — 598 Amortization of swap settlements — — — — 1,698 1,698 — 1,698 Distributions to noncontrolling interests — — — — — — ( 7 ) ( 7 ) Dividends ($ 0.54 per common share) — — — ( 47,809 ) — ( 47,809 ) — ( 47,809 ) Share grants, net of forfeitures and tax withholdings 132 2 5,089 — — 5,091 — 5,091 Balance, October 31, 2025 88,161 $ 882 $ 1,745,167 $ ( 848,066 ) $ ( 10,770 ) $ 887,213 $ 274 $ 887,487 See accompanying notes to the consolidated financial statements. 49 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (GOING CONCERN BASIS) (IN THOUSANDS) Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Cash flows from operating activities Net loss $ ( 154,162 ) $ ( 13,103 ) $ ( 52,977 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 78,162 95,935 88,950 Credit losses on lease related receivables 3,553 5,164 4,833 Real estate impairment 111,719 — 41,860 Share-based compensation expense 5,351 5,218 5,538 Amortization of debt premiums, discounts and related financing costs 3,570 4,421 4,218 Loss on extinguishment of debt, net — 147 54 Gain on land easements — ( 1,410 ) — Changes in other assets ( 10,290 ) ( 6,894 ) ( 11,294 ) Changes in other liabilities 24,340 5,765 3,487 Net cash provided by operating activities 62,243 95,243 84,669 Cash flows from investing activities Real estate acquisitions, net — — ( 107,595 ) Capital improvements to real estate ( 26,925 ) ( 47,390 ) ( 38,218 ) Non-real estate capital improvements ( 61 ) ( 212 ) ( 408 ) Payments received for land easements — 3,862 — Net cash used in investing activities ( 26,986 ) ( 43,740 ) ( 146,221 ) Cash flows from financing activities Line of credit borrowings, net 29,000 19,000 102,000 Dividends paid ( 63,707 ) ( 63,636 ) ( 64,335 ) Repayments of unsecured term loan debt — — ( 100,000 ) Proceeds from term loan — — 125,000 Payment of financing costs ( 26 ) ( 5,676 ) ( 844 ) Distributions to noncontrolling interests ( 7 ) ( 9 ) ( 8 ) Proceeds from dividend reinvestment program — — 497 Payment of tax withholdings for restricted share awards ( 229 ) ( 1,111 ) ( 2,072 ) Net cash (used in) provided by financing activities ( 34,969 ) ( 51,432 ) 60,238 Net increase (decrease) in cash, cash equivalents and restricted cash 288 71 ( 1,314 ) Cash, cash equivalents and restricted cash at beginning of period 8,609 8,538 9,852 Cash, cash equivalents and restricted cash at end of period $ 8,897 $ 8,609 $ 8,538 Supplemental disclosure of cash flow information: Cash paid for interest, net of capitalized interest expense $ 29,874 $ 32,220 $ 23,502 Change in accrued capital improvements and development costs 226 ( 7,864 ) 9,556 Dividend payable — 15,898 15,863 50 ELME COMMUNITIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (GOING CONCERN BASIS) (IN THOUSANDS) Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 6,587 $ 6,144 $ 5,984 Restricted cash 2,310 2,465 2,554 Cash, cash equivalents and restricted cash $ 8,897 $ 8,609 $ 8,538 See accompanying notes to the consolidated financial statements. 51 ELME COMMUNITIES AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: NATURE OF BUSINESS Elme Communities, a Maryland real estate investment trust, formerly known as Washington Real Estate Investment Trust (“Elme” or the “Company”), is a self-administered equity real estate investment trust (“REIT”) within the meaning of Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”) 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. As of December 31, 2025, we owned nine apartment communities, six in the Washington, DC metro region and three in the Atlanta metro region, and one office property. Subsequent to December 31, 2025, we completed the sale of two of the Remaining Company Properties, Elme Sandy Springs and Elme Marietta, which comprise approximately 800 residential apartment homes. Plan of Liquidation On February 13, 2025, the Company announced that its Board of Trustees (the “Board”) had initiated a formal review to evaluate strategic alternatives. On August 4, 2025, the Company announced that its Board had completed its review, that Elme had entered into a Purchase and Sale Agreement, dated as of August 1, 2025, for the sale of 19 multifamily properties from Elme for approximately $ 1.6 billion in cash, subject to certain adjustments and prorations (the “Portfolio Sale Transaction”), and that the Board had also approved a plan of sale and liquidation (the “Plan of Sale and Liquidation”), which contemplates the sale or disposition of all the Company’s assets, the wind-down of the Company’s business and affairs and the termination of the Company’s existence by voluntary dissolution. 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. On October 30, 2025, our shareholders approved the Portfolio Sale Transaction and the Plan of Sale and Liquidation, and on November 12, 2025, Elme completed the Portfolio Sale Transaction. Also on November 12, 2025, certain indirect subsidiaries of the Company, as borrowers (collectively, the “Borrowers”), and Goldman Sachs Bank USA, as lender (the “Lender”), entered into that certain Loan Agreement (the “Loan Agreement”) pursuant to which the Lender has made a senior secured term loan of $ 520.0 million (the “Secured Term Loan”) to the Borrowers. Pursuant to the Loan Agreement, the Secured Term Loan was secured by first priority mortgages and security interests on all ten properties that remained under the Company following the closing of the Portfolio Sale Transaction (which are directly owned by the Borrowers) and included: Riverside Apartments, Elme Bethesda, Elme Germantown, Elme Watkins Mill, 3801 Connecticut Avenue, Kenmore Apartments, Elme Conyers, Elme Marietta, Elme Sandy Springs, and Watergate 600 (the “Remaining Company Properties” and “Loan Collateral”). In addition, the Secured Term Loan was secured by pledges of all equity interests in the Borrowers, along with all other personal property of the Borrowers. Subsequent to December 31, 2025, we completed the sale of two of the Remaining Company Properties, Elme Sandy Springs and Elme Marietta, which comprise approximately 800 residential apartment homes – for gross proceeds of approximately $ 112.75 million, a portion of which was used to partially repay the Secured Term Loan, and those properties were released from the mortgages securing the Secured Term Loan. As of February 27, 2026, we have also entered into purchase and sale agreements, which are no longer subject to ongoing inspection periods, pursuant to which we expect to sell three of the Remaining Company Properties: Elme Watkins Mill, Elme Conyers and Watergate 600, to various buyers for aggregate gross proceeds of approximately $ 128.78 million, which are expected to close in the first or second quarter of 2026, subject to satisfaction of customary closing conditions, including, in the case of Elme Watkins Mill, regulatory requirements related to the sale of multifamily properties in Montgomery County, Maryland. The marketing and sale process with respect to the other five Remaining Company Properties remains ongoing. In January 2026, we began a formal marketing process for Riverside Apartments and continued the marketing and sale process with respect to Kenmore, 3801 Connecticut, Elme Bethesda and Elme Germantown. The Company currently expects to finalize the sale of Elme Germantown in the second quarter of 2026 and the sale of Elme Bethesda by mid-year 2026. The Company also expects to continue the marketing process for the DC and Virginia properties with a goal to have these three properties under contract by mid-May. The Company continues to target completion of the sale of all Remaining Company Properties by mid-year 2026. In accordance with the Plan of Sale and Liquidation, our objectives are to pursue an orderly liquidation of our Company by selling or otherwise disposing of our remaining assets, paying or otherwise settling our debts and our known liabilities, providing for the payment of unknown or contingent liabilities, when appropriate and in the Board’s discretion, distributing the net proceeds from liquidation to our shareholders, subject to the creation of necessary reserves for, and the payment or other satisfaction of, the Company’s expenses and other liabilities and obligations, and winding up our operations and dissolving our 52 Company. We do not intend to continue or to engage in the conduct of a trade or business, except as necessary for the orderly liquidation of our assets. Elme is not required to obtain any further shareholder approval with respect to its liquidation and dissolution. Under the Plan of Sale and Liquidation, the Board may modify, amend or terminate the Plan of Sale and Liquidation (and authorize us to seek to dispose of all our assets through a merger, business combination or similar transaction) without approval by the shareholders if it determines that such action would be advisable and in the best interests of Elme. Elme has no present plans or intentions to modify, amend or abandon the Plan of Sale and Liquidation. As a result of the approval of the Plan of Sale and Liquidation by our shareholders in October 2025, we adopted the liquidation basis of accounting on November 1, 2025, as described further in note 3 to the consolidated financial statements. Initial Liquidating Distribution In accordance with the Plan of Sale and Liquidation, following completion of the Portfolio Sale Transaction in November 2025, the Board approved a special liquidating distribution of $ 14.67 per share to our shareholders of record as of the close of business on December 22, 2025. The special liquidating distribution was paid on January 7, 2026. U.S. Federal Income Taxes We believe that we qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). We expect to remain qualified as a REIT until the end of our final REIT tax year in accordance with the Plan of Sale and Liquidation, which we anticipate, but cannot be certain, will occur after most of the remaining assets have been sold. To maintain our status as a REIT, we are, among other things, required to distribute 90% of our REIT taxable income (which is generally our ordinary taxable income, with certain modifications), excluding any net capital gains and any deductions for dividends paid to our shareholders on an annual basis. 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 December 31, 2024 and 2023 our TRS had a deferred tax asset of $ 1.4 million that was fully reserved. Beginning in 2018, ordinary taxable income per share is equal to the Section 199A dividend that was created by the Tax Cuts and Jobs Act. The following is a breakdown of the taxable percentage of our dividends for the three years ended December 31, 2025 (unaudited): 2025 2024 2023 Ordinary income/Section 199A dividends 20 % 11 % 33 % Non-dividend distributions 80 % 79 % 67 % Qualified dividends — % — % — % Unrecaptured Section 1250 gain — % — % — % Capital gain — % 10 % — % NOTE 2: PLAN OF SALE AND LIQUIDATION In accordance with the Plan of Sale and Liquidation, our objectives are to pursue an orderly liquidation of our Company by selling or otherwise disposing of our remaining assets, paying or otherwise settling our debts and our known liabilities, providing for the payment of unknown or contingent liabilities, when appropriate and in the Board’s discretion, distributing the net proceeds from liquidation to our shareholders, subject to the creation of necessary reserves for, and the payment or other satisfaction of, the Company’s expenses and other liabilities and obligations, and winding up our operations and dissolving our Company. In connection with the Plan of Sale and Liquidation, the Company paid a special liquidating distribution on January 7, 2026 to shareholders of record at the close of business on December 22, 2025. The Plan of Sale and Liquidation enables the Company to sell any and all of its assets without further approval of its shareholders and provides that the amounts and timing of liquidating distributions will be determined by the Board in its discretion. Pursuant to applicable REIT rules, liquidating distributions the Company pays pursuant to the Plan of Sale and Liquidation will qualify for the dividends paid deduction, provided that they are paid within 24 months of the October 30, 2025 approval of the Plan of Sale and Liquidation by the Company’s shareholders. However, if the Company cannot sell its 53 properties and pay its debts within such time period, or if the Board determines that it is otherwise advisable to do so, the Company may transfer and assign its remaining assets to a liquidating trust or other liquidating entity. Upon such transfer and assignment, the Company’s shareholders would receive beneficial interests in the liquidating trust or other liquidating entity. The liquidating trust or other liquidating entity would pay or provide for all of the Company’s liabilities and distribute any remaining net proceeds from liquidation to the holders of beneficial interests in the liquidating trust or other liquidating entity. If the Company is not able to sell its properties and pay its debt within the 24-month period and the remaining assets are not transferred to a liquidating trust or other liquidating entity, any distributions made during the 24 months may not qualify for the dividends paid deduction and may increase the Company’s tax liability. No assurance can be given that any liquidating distributions the Company pays to its shareholders will equal or exceed the estimate of net assets in liquidation presented on the Consolidated Statement of Net Assets as of December 31, 2025. For a discussion of risks related to the Plan of Sale and Liquidation, see Item 1A—Risk Factors. The Company expects to comply with the requirements necessary to continue to qualify as a REIT through the completion of the liquidation process, or until such time as the Company terminates its status as a REIT and/or any remaining assets are transferred into a liquidating trust or other liquidating entity. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status; provided, however, that the Board may elect to terminate the Company’s status as a REIT if it determines that such termination would be in the best interest of the shareholders. NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), 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 audited 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. As a result of the change to the liquidation basis of accounting, the Company no longer presents a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of equity or a consolidated statement of cash flows subsequent to October 31, 2025. These statements are only presented for prior year periods to the extent required. We have prepared the accompanying audited consolidated financial statements in accordance with GAAP, as contained within the FASB’s ASC, including Subtopic 205-30, “Liquidation Basis of Accounting,” as indicated, and pursuant to the rules and regulations of the Securities and Exchange Commission. Pursuant to the Company’s shareholders’ approval of the Plan of Sale and Liquidation on October 30, 2025, the Company adopted the liquidation basis of accounting as of and for the periods subsequent to November 1, 2025 (as the approval of the Plan of Sale and Liquidation by the Company’s shareholders became imminent in late October 2025 based on the results of the Company’s solicitation of proxies from its shareholders for their approval of the Plan of Sale and Liquidation). Accordingly, on November 1, 2025, assets were adjusted to their estimated net realizable value, also referred to as liquidation value, which represents the estimated amount of cash or other consideration that the Company expected to realize through the disposal of assets. The liquidation values of the Company’s real estate properties are presented on a net realizable value basis at December 31, 2025. Liabilities are carried at their contractual amounts due or estimated settlement amounts. The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period included budgeted property expenses and corporate overhead, costs to dispose of its real estate property, costs associated with satisfying known and contingent liabilities, including repayment of the Secured 54 Term Loan, and other costs associated with the winding down and dissolution of the Company. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the consolidated statement of net assets. Actual costs and income may differ from amounts reflected in the financial statements because of the inherent uncertainty in estimating future events. These differences may be material. See Note 2, “Plan of Sale and Liquidation” and Note 4, “Liabilities for Estimated Costs in Excess of Estimated Receipts During Liquidation” for further discussion. Revenues are based on in place leases and forecasted operations at properties prior to their sale. Actual costs incurred but unpaid prior to the Company’s adoption of the liquidation basis of accounting on November 1, 2025, are included in accounts payable and accrued expenses at December 31, 2025 on the consolidated statement of net assets. All our liabilities under either the going concern basis of accounting or the liquidation basis of accounting are derecognized when we pay the obligation or when we are legally released from being the primary obligor under the liability. Net assets in liquidation at December 31, 2025 represents the remaining estimated liquidation value available to shareholders upon liquidation. Due to the uncertainty in the estimated cash flows from operations and the time required to complete the Plan of Sale and Liquidation, actual liquidation costs and sale proceeds may differ materially from the amounts estimated. All financial results and disclosure through October 31, 2025, prior to the adoption of the liquidation basis of accounting, are presented on a going concern basis. As a result, the balance sheet as of December 31, 2024, the statements of operations, the statements of comprehensive income, the statements of equity and the statements of cash flow for the ten months ended October 31, 2025 and the years ended December 31, 2024 and 2023 are presented using the going concern basis of accounting. Use of Estimates in the Financial Statements The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires management to make certain estimates and assumptions that affect the reported amounts in these financial statements and related notes. The Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation. All of the estimates and evaluations are susceptible to change and actual results could differ from these estimates. Revenue Recognition Liquidation Basis of Accounting The Company accrues all income that it expects to earn through the completion of its liquidation to the extent it has a reasonable basis for estimation. Rental and other revenue are estimated based on projected multifamily operations and contractual in-place leases at Watergate 600 through the anticipated disposition date of the properties as of December 31, 2025. These amounts are presented net of estimated expenses and other liquidation costs and are classified in liabilities for estimated costs in excess of estimated receipts during liquidation on the consolidated statement of net assets. Going Concern Basis We primarily lease residential properties under operating leases with terms of generally one year or less. Rental revenues are recognized in accordance with ASC Topic 842, Leases , using a method that represents straight-line basis over the term of the leases. In circumstances where a lease concession is provided to the resident, primarily in lease-up, we recognize a reduction of rental revenues on a straight-line basis. We also generate other property-related revenue associated with the leasing of apartment homes, including parking income, move-in charges, pet rent and other miscellaneous revenue. Similar to rental income, such revenues are recorded when due from residents and recognized monthly as they are earned. We recognize cost reimbursement income at our residential properties from pass-through expenses on an accrual basis over the periods in which the expenses were incurred. Pass-through expenses are primarily comprised of utility costs which are reimbursed by residents in accordance with specific allowable costs per resident lease agreements. We recognize gains on sales of real estate when we have executed a contract for sale of the asset, transferred controlling financial interest in the asset to the buyer and determined that it is probable that we will collect substantially all of the consideration for the asset. Our real estate sale transactions typically meet these criteria at closing. 55 Rents and Other Receivables Liquidation Basis of Accounting Rents and other receivables are adjusted to their net realizable value. The Company evaluates the collectability of lease receivables and any changes in collectability are reflected as a change to the Company’s net assets in liquidation. Going Concern Basis Lease related receivables, which include contractual amounts accrued and unpaid from residents and accrued straight-line rents receivable, are reduced for credit losses. Such amounts are recognized as a reduction to real estate rental revenues. We evaluate the collectability of lease receivables on a lease-by-lease basis. We recognize the credit loss on lease related receivables when, in the opinion of management, collection of substantially all lease payments is not probable. When collectability is determined not probable, any lease income recognized subsequent to recognizing the credit loss is limited to the lesser of the lease income reflected on a straight-line basis or cash collected. Debt Issuance Costs Liquidation Basis of Accounting We record debt issuance costs at their gross amount expected to be incurred as a liability. Going Concern Basis We amortize external debt issuance costs using the effective interest rate method or the straight-line method, which approximates the effective interest rate method over the estimated life of the related debt. We record debt issuance costs related to notes, net of amortization, on our consolidated balance sheets as an offset to their related debt. We record debt issuance costs related to revolving lines of credit on our consolidated balance sheets with Prepaid expenses and other assets, regardless of whether a balance on the line of credit is outstanding. We record the amortization of all debt issuance costs as interest expense. Real Estate and Depreciation Liquidation Basis of Accounting The Company’s real estate was adjusted to its estimated net realizable value, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash or other consideration that the Company expects to realize through the disposal of its assets. The liquidation value of the Company’s real estate is presented on an undiscounted basis and real estate is no longer depreciated. Subsequent to November 1, 2025, all changes in the estimated liquidation value of the real estate are reflected as a change to the Company’s net assets in liquidation. Costs to sell the property are included in Liabilities for estimated costs in excess of estimated receipts during liquidation as of December 31, 2025. Going Concern Basis We depreciate buildings on a straight-line basis over an estimated useful life of 26 to 40 years. We capitalize all capital improvements associated with replacements, improvements or major repairs to real property that extend its useful life and depreciate them using the straight-line method over their estimated useful lives ranging from 3 to 40 years. We also capitalize costs incurred in connection with our development projects, including interest incurred on borrowing obligations and other internal costs during periods in which qualifying expenditures have been made and activities necessary to get the development projects ready for their intended use are in progress. Capitalization of these costs begins when the activities and related expenditures commence and ceases when the project is substantially complete and ready for its intended use, at which time the project is placed into service and depreciation commences. Real estate depreciation expense was $ 74.9 million, $ 89.7 million and $ 82.7 million during the ten months ended October 31, 2025 and years ended December 31, 2024 and 2023, respectively. We charge maintenance and repair costs that do not extend an asset’s useful life to expense as incurred. We recognize impairment losses on long-lived assets used in operations, development assets or land held for future development if indicators of impairment are present and the net undiscounted cash flows estimated to be generated by those 56 assets are less than the assets' carrying amount. Estimates of undiscounted cash flows are based on forward-looking assumptions, including annual and residual cash flows and our estimated holding period for each property. Such assumptions involve a high degree of judgment and could be affected by future economic and market conditions. When determining if a property has indicators of impairment, we evaluate the property's occupancy, our expected holding period for the property, strategic decisions regarding the property's future operations or development and other market factors. If such carrying amount is in excess of the estimated undiscounted cash flows from the operation and disposal of the property, we would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its estimated fair value, calculated in accordance with current GAAP fair value provisions. Assets held for sale are recorded at the lower of cost or fair value less costs to sell. Asset Acquisitions Going Concern Basis The properties we acquire typically are not businesses as defined by ASC 805 (“Topic 805”) - Clarifying the Definition of a Business. Per this definition, a set of transferred assets and activities is not a business when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. We therefore account for such acquisitions as asset acquisitions. Acquisition costs are capitalized and identifiable assets (including physical assets and in-place leases), liabilities assumed and any noncontrolling interests are measured by allocating the cost of the acquisition on a relative fair value basis. We determine the fair values of acquired buildings on an “as-if-vacant” basis considering a variety of factors, including the replacement cost of the property, estimated rental and absorption rates, estimated future cash flows and valuation assumptions consistent with current market conditions. We determine the fair value of land acquired based on comparisons to similar properties that have been recently marketed for sale or sold. The fair value of in-place leases are based upon our evaluation of the specific characteristics of the leases. Factors considered in the fair value analysis include the estimated cost to replace the leases, including foregone rent and expense reimbursements during the hypothetical expected lease-up periods (referred to as “absorption cost”), consideration of current market conditions and costs to execute similar leases. We classify leasing absorption costs as other assets and amortize absorption costs as amortization expense on a straight-line basis over the remaining life of the underlying leases. Software Developed for Internal Use Liquidation Basis of Accounting The Company’s software developed for internal use was written-off under the assumption that no cash or consideration is expected to be collected for these assets. Going Concern Basis The costs of software developed for internal use that qualify for capitalization are included with Prepaid expenses and other assets on our consolidated balance sheets. These capitalized costs include external direct costs utilized in developing or obtaining the applications and expenses for employees who are directly associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and continues until the project is substantially complete and is ready for its intended purpose. Completed projects are amortized on a straight-line basis over their estimated useful lives. 57 Held for Sale and Discontinued Operations Going Concern Basis We classify properties as held for sale when they meet the necessary criteria, which include: (a) senior management commits to a plan to sell the assets; (b) the assets are available for immediate sale in their present condition subject only to terms that are usual and customary for sales of such assets; (c) an active program to locate a buyer and other actions required to complete the plan to sell the assets has been initiated; (d) the sale of the assets is probable and transfer of the assets is expected to qualify for recognition as a completed sale within one year; (e) the assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. 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. Revenues and expenses of properties that are either sold or classified as held for sale are presented as discontinued operations for all periods presented in the consolidated statements of operations if the dispositions represent a strategic shift that has (or will have) a major effect on our operations and financial results. Interest on debt that can be identified as specifically attributed to these properties is included in discontinued operations. If the dispositions do not represent a strategic shift that has (or will have) a major effect on our operations and financial results, then the revenues and expenses of the properties that are classified as sold or held for sale are presented as continuing operations in the consolidated statements of operations for all periods presented. Segments We evaluate performance based upon net operating income from the combined properties in each segment. Our reportable operating segment is a consolidation of similar properties. GAAP requires that segment disclosures present the measure(s) used by the chief operating decision maker for purposes of assessing segments’ performance. Net operating income is a key measurement of our segment profit and loss and real estate expenses are a key significant expense. Net operating income is defined as segment real estate rental revenue less segment real estate expenses. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash and commercial paper with original maturities of 90 days or less. We maintain cash deposits with financial institutions that at times exceed applicable insurance limits. We reduce this risk by maintaining such deposits with high quality financial institutions that management believes are credit-worthy. Restricted cash includes funds escrowed for tenant security deposits. Earnings Per Common Share Going Concern Basis 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” under the two-class 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. 58 Share-Based Compensation Going Concern Basis We maintained equity based compensation plans for trustees, officers and employees. The closing of the Portfolio Sale Transaction constituted a change of control under such equity plans and, as a result, the vesting of outstanding unvested shares awards was accelerated. We recognize compensation expense for service-based share awards ratably over the period from the service inception date through the vesting period based on the fair market value of the shares on the date of grant. We account for forfeitures as they occur. If an award's service inception date precedes the grant date, we initially measure compensation expense for awards with performance conditions at fair value at the service inception date based on probability of payout, and we remeasure compensation expense at subsequent reporting dates until all of the award’s key terms and conditions are known and the grant date is established. We amortize awards with performance conditions using the graded expense method. We measure compensation expense for awards with market conditions based on the grant date fair value, as determined using a Monte Carlo simulation, and we amortize the expense ratably over the requisite service period, regardless of whether the market conditions are achieved and the awards ultimately vest. Compensation expense for the trustee grants, which fully vest immediately, is fully recognized upon issuance based upon the fair market value of the shares on the date of grant. Accounting for Uncertainty in Income Taxes We can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent that the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50% likely of being recognized upon settlement. As of December 31, 2025 and 2024, we did not have any unrecognized tax benefits. We do not believe that there will be any material changes to our uncertain tax positions over the next twelve months. We are subject to federal income tax as well as income tax of the states of Maryland, Virginia and Georgia, and the District of Columbia. However, as a REIT, we generally are not subject to income tax on our taxable income to the extent it is distributed as dividends to our shareholders. Tax returns filed for 2022 through 2024 tax years are subject to examination by taxing authorities. We classify interest and penalties related to uncertain tax positions, if any, in our financial statements as a component of general and administrative expenses. Derivatives We have borrowed funds at a combination of fixed and variable rates. Borrowings under our prior revolving credit facility and term loans and under our current Secured Term Loan bear interest at variable rates. Our interest rate risk management objectives are to minimize interest rate fluctuation on long-term indebtedness and limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We generally do not hold or issue these derivative contracts for trading or speculative purposes. The interest rate swaps we enter into are recorded at fair value on a recurring basis. We assess the effectiveness of our cash flow hedges both at inception and on an ongoing basis. Under the liquidation basis, the effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in changes in estimated cash flow during liquidation on the consolidated statement of net assets. Under the going concern basis, the effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in Accumulated other comprehensive income (loss) on the consolidated balance sheet. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument, such as notional amounts, settlement dates, reset dates, calculation period and SOFR do not perfectly match. In addition, we evaluate the default risk of the counterparty by monitoring its creditworthiness. When ineffectiveness of a cash flow hedge exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in liabilities for estimated costs in excess of estimated receipts during liquidation on the consolidated statement of net assets (liquidation basis) or in earnings on the consolidated statement of operations (going concern basis) in the period affected. 59 NOTE 4: LIABILITIES FOR ESTIMATED COSTS IN EXCESS OF ESTIMATED RECEIPTS DURING LIQUIDATION The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the Plan of Sale and Liquidation. As of December 31, 2025, the Company estimated that it will have costs in excess of estimated receipts during the liquidation process. These amounts can vary significantly due to, among other things, the timing and estimates for executing and renewing leases, estimates of tenant improvement costs and capital expenditures, the timing and value of property sales, estimates of direct costs incurred to complete the sales, the timing and estimated amounts associated with discharging known and contingent liabilities and the estimated costs associated with the winding up of operations. These costs are estimated and are anticipated to be paid out over the liquidation period which is estimated to be complete 24 months from October 30, 2025, the date on which the Company received shareholder approval of the Plan of Sale and Liquidation; however, no assurances can be provided that this date will be met. Upon transition to the liquidation basis of accounting on November 1, 2025, the Company accrued the following revenues and expenses expected to be incurred during liquidation (amounts in thousands): As of November 1, 2025 Real estate rental revenue $ 59,552 Interest income 6,646 Property management ( 18,825 ) General and administrative expenses ( 17,395 ) Capital expenditures ( 5,673 ) Interest expense ( 13,741 ) Liquidation transaction costs ( 94,065 ) Debt repayment and origination costs, net ( 19,996 ) Liabilities for estimated costs in excess of estimated receipts during liquidation $ ( 103,497 ) The change in the liabilities for estimated costs in excess of estimated receipts during liquidation as of December 31, 2025 is as follows (in thousands): 60 As of November 1, 2025 Cash Payments (Receipts) Remeasurements of Assets and Liabilities As of December 31, 2025 Assets Estimated net inflows from income producing property $ 40,727 $ ( 19,374 ) $ ( 3,262 ) $ 18,091 Estimated net inflows from interest income 6,646 ( 4,772 ) — 1,874 47,373 ( 24,146 ) ( 3,262 ) 19,965 Liabilities Liquidation transaction costs (1) ( 94,065 ) 58,231 2,388 ( 33,446 ) General and administrative expenses ( 17,395 ) 1,468 ( 93 ) ( 16,020 ) Capital expenditures ( 5,673 ) 2,808 ( 20 ) ( 2,885 ) Interest expense ( 13,741 ) 2,960 396 ( 10,385 ) Debt repayment and origination costs, net ( 19,996 ) 19,020 148 ( 828 ) ( 150,870 ) 84,487 2,819 ( 63,564 ) Liabilities for estimated costs in excess of estimated receipts during liquidation $ ( 103,497 ) $ 60,341 $ ( 443 ) $ ( 43,599 ) (1) Liquidation transaction costs primarily include disposal costs and severance expenses. NOTE 5: NET ASSETS IN LIQUIDATION The increase from total equity under the going concern basis of accounting as of October 31, 2025 to net assets in liquidation under the liquidation basis of accounting as of November 1, 2025 is primarily due to the increase in estimated net realizable value of the income producing property, partially offset by an increase in the liability for estimated costs in excess of estimated receipts during liquidation (see note 4) and the write-off of assets and liabilities. The net assets in liquidation as of December 31, 2025 were $ 238.9 million. Net assets in liquidation include projections of costs and expenses to be incurred during the estimated period required to complete the Plan of Sale and Liquidation. There is inherent uncertainty with these estimates and projections, and they could change materially based on the timing of the disposition and value received in the sale of the Company’s remaining real estate properties, the performance of the Company’s remaining assets and any changes in the underlying assumptions of the projected cash flows from such properties. Cumulative liquidating distributions paid to shareholders will include the $ 14.67 per share distribution paid on January 7, 2026 to our shareholders of record as of the close of business on December 22, 2025 plus any future distribution of our net assets in liquidation. NOTE 6: REAL ESTATE As of December 31, 2025 the Company’s portfolio was composed of nine multifamily properties and one office property with a liquidation value of real estate of $ 776.4 million. Acquisitions There were no acquisitions during 2025 or 2024. We acquired one property during the year ended December 31, 2023 as follows: Acquisition Date Property Type # of Homes (unaudited) Ending Occupancy Contract Purchase Price (in thousands) September 29, 2023 Elme Druid Hills Residential 500 96.0 % $ 108,000 The results of operations from acquired operating properties are included in the consolidated statements of operations as of their acquisition dates. 61 The revenue and earnings of our acquisition during its year of acquisition for the year ended December 31, 2023 is as follows (in thousands): Year Ended December 31, 2023 Real estate rental revenue $ 2,549 Net loss ( 1,511 ) As discussed in note 3, we record the acquired physical assets (land and building) and in-place leases (absorption costs) and any other assumed liabilities by allocating the total cost of the acquisitions on a relative fair value basis. We recorded the total cost of the above acquisition as follows (in thousands): 2023 Land $ 25,249 Building 79,281 Absorption costs 3,660 Total acquisition cost and carrying amounts recorded $ 108,190 The difference in the total acquisition cost of $ 108.2 million for the 2023 acquisition and the cash paid for the 2023 acquisition per the consolidated statements of cash flows of $ 107.6 million is due to net credits received at settlement totaling $ 0.6 million. Fair Value of In-place Leases Balances, net of accumulated depreciation or amortization, as appropriate, of the components of the fair value of in-place leases at December 31, 2024 were as follows (in thousands): December 31, 2024 Gross Carrying Value Accumulated Amortization Net Tenant origination costs $ 2,230 $ 804 $ 1,426 Leasing commissions/absorption costs 67,345 63,809 3,536 Net lease intangible liabilities 13,055 11,208 1,847 Amortization of these combined components during the ten months ended October 31, 2025 and two years ended December 31, 2024, was as follows (in thousands): Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Depreciation and amortization expense $ 1,225 $ 3,894 $ 4,530 Real estate rental revenue increase, net ( 682 ) ( 766 ) ( 806 ) $ 543 $ 3,128 $ 3,724 Properties Sold and Held for Sale Under the going concern basis, when we classify properties as held for sale, we discontinue the recording of depreciation expense and estimate their fair value less costs to sell. If we determine that the carrying value for these properties exceed their estimated fair value less costs to sell, we record a loss on asset impairment. 62 We sold our interests in the following properties in the Portfolio Sale Transaction, which closed on November 12, 2025. We sold no properties in 2024 or 2023. Property Number of Units (unaudited) Cascade at Landmark 277 Clayborne 74 Elme Alexandria 532 Bennett Park 224 Park Adams 200 The Maxwell 163 The Paramount 135 The Wellington 710 Trove 401 Roosevelt Towers 191 Elme Dulles 328 Elme Herndon 283 Elme Leesburg 134 Elme Manassas 408 The Ashby at McLean 268 Yale West 216 Elme Druid Hills 500 Elme Cumberland 270 Elme Eagles Landing 490 5,804 We have fully transferred control of the assets associated with these disposed properties and do not have continuing involvement in the operations of these properties. Real Estate Impairment During the ten months-ended October 31, 2025, the Company recognized an aggregate impairment charge of $ 111.7 million related to several properties not included as part of the Portfolio Sale Transaction. The estimated cash flows for those certain properties were less than their respective carrying values primarily due to a revision of their estimated holding periods. We recognized an impairment charge of $ 81.4 million and $ 30.3 million, respectively, within our Residential segment and Other, defined in note 16 and primarily consisting of Watergate 600. For all impairment charges recognized, the fair value of the assets fell into Level 3 in the fair value hierarchy due to the reliance on significant unobservable inputs (see note 11). In accordance with ASC 820, we estimated the Watergate 600 fair value using a discounted cash flow model which required certain significant assumptions, including a discounted cash flow term of 5 years, an average economic occupancy of 66.1 %, and a terminal capitalization rate of 10.5 %. We estimated the residential properties fair value using a model which required certain significant assumptions, including cash flow projections over a term of 5 years, a range of market rent per square foot of $ 114 to $ 159 , and a range of in-place capitalization rates ranging from 4.75 % to 5.77 % for each property. No other properties, including assets held for development, had any recognized impairment charges during the ten months ended October 31, 2025. Subsequent to November 1, 2025, all changes in the estimated liquidation value of the real estate are reflected as a change to the Company’s net assets in liquidation. NOTE 7: SECURED TERM LOAN PAYABLE On November 12, 2025, the Borrowers and the Lender entered into that certain Loan Agreement pursuant to which the Lender has made the Secured Term Loan to the Borrowers. Pursuant to the Loan Agreement, the Secured Term Loan was secured by 63 first priority mortgages and security interests on all ten properties that remained under the Company following the closing of the Portfolio Sale Transaction (which are directly owned by the Borrowers) and included: Riverside Apartments, Elme Bethesda, Elme Germantown, Elme Watkins Mill, 3801 Connecticut Avenue, Kenmore Apartments, Elme Conyers, Elme Marietta, Elme Sandy Springs, and Watergate 600. In addition, the Secured Term Loan was secured by pledges of all equity interests in the Borrowers, along with all other personal property of the Borrowers. The Company has provided a customary non-recourse carveout guaranty. The Loan Agreement contains certain affirmative and negative covenants with which Borrowers must comply, including maintenance of insurance, single-purpose bankruptcy, remote entity requirements, reporting requirements and restrictions on property and equity transfers and the granting of liens. Customary events of default are included in the Loan Agreement, including nonpayment of principal and other amounts when due, nonperformance of covenants, breach of representations and warranties, certain bankruptcy or insolvency events and changes in control, the occurrence of which give Lender the right to accelerate repayment of the Secured Term Loan . The Secured Term Loan matures on November 9, 2026, subject to a one-year Borrowers’ extension option, which is subject to satisfaction of certain specified conditions, including the payment of an extension fee equal to 0.25 % of the then outstanding principal amount of the Secured Term Loan and the requirement that no more than $ 312 million of the Secured Term Loan may be outstanding on the first day of the extended term. The Secured Term Loan bears interest at a per annum rate equal to the one-month term SOFR (subject to a term SOFR floor of 3.00 %) plus the spread. The spread is 2.25 % and will increase in June 2026 to 2.75 % and further increase to 4.00 % in June 2027 (if extended). The Company has purchased an interest rate cap that effectively caps term SOFR at 5.00 % per annum. On February 9, 2026, a duration fee equal to 0.20 % of the then outstanding principal amount of the Secured Term Loan was paid to the Lender. The Secured Term Loan requires that the Company enter into cash management arrangements set forth in the certain cash management agreements pursuant to which the Company will maintain a restricted account into which all revenue from the Loan Collateral will be deposited during the term of the Secured Term Loan. Amounts on deposit in the restricted account will be transferred: weekly to an account under the sole control of the lender, and provided an event of default is not continuing under the Secured Term Loan, funds deposited in the account controlled by the lender will be applied to pay items such as real estate taxes, insurance premiums, debt service obligations, the lender required reserves for budgeted capital expenditures and operating expenses, with excess funds deposited available to pay general and administrative expenses subject to certain limitations. Excess cash remaining after the sale of Loan Collateral and the payment of a release price paid to the lender to release the lien of its mortgages shall be deposited with the Lender as additional cash collateral unless certain conditions, including a minimum balance of $ 10 million in the shortfall account, certain debt yield requirements, and no events of default, are met, in which case such excess cash may be disbursed to the Company for distribution. The cash management agreement contains provisions for the cure of certain of these events. The cash management arrangements could limit or restrict the Company from paying dividends or other distributions during the term of the Secured Term Loan. The Secured Term Loan is intended to be repaid with the net proceeds from one or more sales of the properties securing the Secured Term Loan, and such properties shall be released from the mortgages securing the Secured Term Loan as they are sold, upon satisfaction of certain conditions and payment of a minimum release price applied to the prepayment of the Secured Term Loan. An exit fee equal to 0.50 % of the principal amount of the Secured Term Loan repaid is payable with any prepayment or repayment of the Secured Term Loan, including at maturity, provided, that no exit fee is payable (i) if the Secured Term Loan is refinanced by the lender or its affiliates or (ii) if the Secured Term Loan is repaid with the proceeds of an arm’s length sale of one or more of the properties securing the Secured Term Loan. As of December 31, 2025, the interest rate on the Secured Term Loan is based on the one-month term SOFR plus 2.25 % applicable margin and the one-month term SOFR is 3.79%. Subsequent to December 31, 2025, we completed the sale of two of the Remaining Company Properties, Elme Sandy Springs and Elme Marietta, for gross proceeds of approximately $ 112.75 million, a portion of which was used to partially repay the Secured Term Loan, and those properties were released from the mortgages securing the Secured Term Loan. NOTE 8: UNSECURED LINES 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 64 Restated Revolving Credit Facility had a four-year term ending in July 2028, with two six-month extension options. Borrowings under the Amended and Restated Revolving Credit Facility bore 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 was 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 required 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 %. Interest only payments were due and payable generally on a monthly basis. On November 12, 2025, in connection with the closing of the Portfolio Sale Transaction, the Company caused the repayment in full of all indebtedness, liabilities and other obligations under, and terminated the Amended and Restated Revolving Credit Facility. For the ten months ended October 31, 2025 and two years ended December 31, 2024, we recognized interest expense (excluding facility fees) and facility fees as follows (in thousands): Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Interest expense (excluding facility fees) $ 8,413 $ 10,509 $ 4,419 Facility fees 846 1,229 1,454 Information related to revolving credit facilities for the two years ended December 31, 2024 as follows (in thousands, except percentage amounts): Year Ended December 31, 2024 2023 Total revolving credit facilities at December 31 $ 500,000 $ 700,000 Borrowings outstanding at December 31 176,000 157,000 Weighted average daily borrowings during the year 169,344 70,578 Maximum daily borrowings during the year 187,000 164,000 Weighted average interest rate during the year 6.10 % 6.17 % Weighted average interest rate on borrowings outstanding at December 31 5.26 % 6.26 % NOTE 9: NOTES PAYABLE Our unsecured notes and term loans outstanding as of December 31, 2024 are as follows (in thousands): Effective December 31, Payoff Date/ Coupon/Stated Rate Rate (1) 2024 Maturity Date (2) 2023 Term Loan 1 Month SOFR + 95 basis points 4.73 % $ 125,000 1/10/2026 30-Year Unsecured Notes 7.25 % 7.36 % 50,000 2/25/2028 Green Bonds 3.44 % 4.09 % 350,000 12/29/2030 Total principal 525,000 Premiums and discounts, net ( 71 ) Deferred issuance costs, net ( 1,976 ) Total $ 522,953 __________________________ (1) For fixed rate notes, the effective rate represents the yield on issuance date, including the effects of discounts on the notes. For variable rate notes, the effective rate represents the rate as fixed by interest rate derivatives (see note 10). (2) No principal amounts are due prior to maturity. On November 12, 2025, in connection with the closing of the Portfolio Sale Transaction, the Company caused the repayment in full of all indebtedness, liabilities and other obligations under, and terminated, each of the 2023 Term Loan and the Green Bonds. The Company also provided notice to the holders of 30-year unsecured notes (the “Senior Notes”) of its intention to redeem on December 12, 2025 all of the outstanding $ 50 million aggregate principal amount of Senior Notes. In connection with the redemption of the Senior Notes, on November 12, 2025, the Company caused funds sufficient to pay and discharge the entire indebtedness on the Senior Notes and all other sums payable 65 by the Company under the applicable indenture to be irrevocably deposited with the trustee and, accordingly, the indenture with respect to the Senior Notes was satisfied and discharged, except with respect to those obligations under the indenture that expressly survive satisfaction and discharge. The Senior Notes were redeemed on December 12, 2025. During 2023, we executed a $ 125.0 million unsecured term loan (“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 an existing $ 250.0 million unsecured term loan in full and a portion of our borrowings under our 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. In the fourth quarter of 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. On September 29, 2020, we entered into a note purchase agreement to issue $ 350.0 million aggregate principal amount of 3.44 % senior unsecured 10-year notes payable (the “Green Bonds”). The effective interest rate under the Green Bonds, including amortization of the associated interest rate swaps (see note 10), is 4.09 %. The closing and full funding of the Green Bonds occurred on December 17, 2020. We incurred $ 2.6 million of debt issuance costs associated with the Green Bonds which are reported on our consolidated balance sheets as an offset to their related debt. The Green Bonds are senior unsecured obligations of Elme Communities and rank equal in right to payment with all other senior unsecured indebtedness of Elme Communities. The proceeds of the sale of the Green Bonds were used to finance or refinance recently completed and future green building and energy efficiency, sustainable water and wastewater management and renewable energy projects. On November 12, 2025, in connection with the closing of the Portfolio Sale Transaction, the Company caused the repayment in full of all indebtedness, liabilities and other obligations under, and terminated, each of the 2023 Term Loan and the Green Bonds. The Company did not incur any material early termination penalties as a result of such terminations. The Company also provided notice to the holders of the Senior Notes of its intention to redeem on December 12, 2025 all of the outstanding $ 50 million aggregate principal amount of Senior Notes at the applicable redemption price and on the terms set forth in the indenture, dated as of August 1, 1996 (as amended or supplemented as of the date hereof, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The First National Bank of Chicago, as trustee. In connection with the redemption of the Senior Notes, on November 12, 2025, the Company caused funds sufficient to pay and discharge the entire indebtedness on the Senior Notes and all other sums payable by the Company under the Indenture to be irrevocably deposited with the trustee and, accordingly, the Indenture with respect to the Senior Notes was satisfied and discharged, except with respect to those obligations under the Indenture that expressly survive satisfaction and discharge. NOTE 10: DERIVATIVE INSTRUMENTS During the first quarter of 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. These two interest rate swap arrangements matured on January 25, 2025. During the second quarter of 2024, we entered into two forward interest rate swap arrangements for the 2023 Term Loan 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 fixed a portion of our variable rate debt based on an adjusted daily SOFR at 4.72 % (subject to applicable interest rate margins). These two interest rate swap arrangements were terminated on November 12, 2025 in connection with the prepayment of the Company’s unsecured debt, as described in note 9. The interest rate swap arrangements were recorded at fair value in accordance with GAAP, based on discounted cash flow methodologies and observable inputs. We recorded the effective portion of changes in fair value of the cash flow hedge in Other comprehensive income (loss). We assessed 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. 66 The fair values of the interest rate swap as of December, 31 2024, were as follows (in thousands). There were no interest rate swap contracts in place as of December 31, 2025: Aggregate Notional Amount Effective Date Fair Value Derivative Assets (Liabilities) December 31, Derivative Instrument Maturity Date 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 November 12, 2025 ( 624 ) Interest rate swap 50,000 January 10, 2025 November 12, 2025 ( 312 ) $ ( 913 ) We record interest rate swaps on our consolidated balance sheets with prepaid expenses and other assets when in a net asset position, and with accounts payable and other liabilities when in a net liability position. The current interest rate swaps have been effective since inception. The losses on the effective swaps are recognized in other comprehensive income, as follows (in thousands): Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Unrealized gain (loss) on interest rate hedges $ 598 $ ( 2,147 ) $ ( 764 ) The losses reclassified from Accumulated other comprehensive income into interest expense for the ten months ended October 31, 2025 and two years ended December 31, 2024, were as follows (in thousands): Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Loss reclassified from accumulated other comprehensive income (loss) into interest expense $ 1,698 $ 2,039 $ 2,039 NOTE 11: FAIR VALUE DISCLOSURES Assets and Liabilities Measured at Fair Value (Going Concern 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 The only assets or liabilities we had at 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 consists of investments in mutual funds, and the interest rate swaps (see note 10). 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 swaps is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each interest rate swap. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps 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 820, we incorporate credit valuation adjustments in the fair value measurements to appropriately reflect both our own nonperformance risk and the respective counterparty’s 67 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 swaps falls into Level 2 in the fair value hierarchy. The fair values of these assets and liabilities at December 31, 2024 were as follows (in thousands): December 31, 2024 Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: SERP $ 2,648 $ 2,648 $ — $ — Interest rate swaps 23 — 23 — Liabilities: Interest rate swaps ( 936 ) — ( 936 ) — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Going Concern 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 third quarter of 2025, we measured the fair value of several residential communities and other properties as there was evidence of impairment (see note 6). Financial Assets and Liabilities Not Measured at Fair Value (Going Concern Basis) 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 December 31, 2024 may differ significantly from the amounts presented. Below is a summary of significant methodologies used in estimating fair values and a schedule of fair values at December 31, 2024. Cash and Cash Equivalents and Restricted Cash (Going Concern Basis) Cash and cash equivalents and restricted cash include cash and commercial paper with original maturities of less than 90 days, which are valued at the carrying value, which approximates fair value due to the short maturity of these instruments (Level 1 inputs). Debt Mortgage notes payable consisted of instruments in which certain of our real estate assets are used for collateral. We estimate the fair value of the mortgage notes payable by discounting the contractual cash flows at a rate equal to the relevant treasury rates (with respect to the timing of each cash flow) plus credit spreads estimated through independent comparisons to real estate assets or loans with similar characteristics. Line of credit payable consist of bank facilities which we use for various purposes including working capital, acquisition funding and capital improvements. The line of credit advances and term loans with floating interest rates are priced at a specified rate plus a spread. We estimate the market value based on a comparison of the spreads of the advances to market given the adjustable base rate. We estimate the fair value of the notes payable by discounting the contractual cash flows at a rate equal to the relevant treasury rates (with respect to the timing of each cash flow) plus credit spreads derived using the relevant securities’ market prices. We classify these fair value measurements as Level 3 as we use significant unobservable inputs and management judgment due to the absence of quoted market prices. 68 As of December 31, 2024, the carrying values and estimated fair values of our financial instruments were as follows (in thousands): December 31, 2024 Carrying Value Fair Value Cash and cash equivalents $ 6,144 $ 6,144 Restricted cash 2,465 2,465 Line of credit payable 176,000 176,000 Notes payable 522,953 472,412 NOTE 12: SHARE-BASED COMPENSATION Elme Communities maintained short-term and long-term incentive plans, each effective January 1, 2020, as amended, that allowed for cash and share-based awards to officers (“Prior Officer STIP” and “Officer LTIP”), respectively, and short-term and long-term incentive plans, that allowed for cash and share-based awards, respectively, to non-officer employees. Share-based awards were 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 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, as amended, allowed 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. There were no options issued or outstanding as of December 31, 2025 and 2024. Prior Officer STIP and Non-Officer STIP Under the Prior Officer STIP all named executive officers had the opportunity to receive an annual cash bonus based on the achievement of certain performance measures that were established for each performance period. Each year, the Compensation Committee established the threshold, target and high performance goals for each performance measure, as well as the weighting attributable to each such performance measure, with the aggregate weighting for all such performance measures to total 100 %. Such performance measures consisted of one or more financial performance measures and, if determined by the Compensation Committee, individual performance measures. Upon or following completion of a performance period, the degree of achievement of each performance measure was determined by the Compensation Committee. The degree of achievement of any individual financial performance measures were determined by the Compensation Committee in its discretion with respect to the Chief Executive Officer, and by the Chief Executive Officer or other immediate supervisor in his or her discretion with respect to all other participants (subject to final approval by the Compensation Committee), and the Compensation Committee evaluated the degree of achievement of the individual performance measures on a scale of below 1 (below threshold), 1 (threshold), 2 (target) or 3 (high) or any fractional number between 1 and 3. Each participant’s total award under the Prior Officer STIP with respect to a performance period was stated as a percentage of the participant’s annual base salary determined as of the first day of that performance period, which percentage depended upon the participant’s position and the degree of achievement of threshold, target, and high performance goals for the performance period. The percentages for the performance period beginning January 1, 2025 are as set forth in the table below: Threshold Target High President and Chief Executive Officer 63 % 125 % 188 % Chief Operating Officer 47 % 93 % 158 % Chief Financial Officer 41 % 75 % 133 % Chief Information Officer 35 % 65 % 115 % Chief Administrative Officer 30 % 60 % 105 % Because the Portfolio Sale Transaction completed on November 12, 2025 met the criteria for a Change in Control event as defined in the Prior Officer STIP and under the Amended and Restated Short-Term Incentive Plans (for Non-Executive Officers 69 and Staff), the participants received prorated awards calculated based on the actual levels of achievement of the prorated performance goals as of the date of the Change in Control. Due to the Plan of Sale and Liquidation, the Prior Officer STIP has been terminated. New Officer STIP On January 21, 2026, the Board approved the Elme Communities Executive Officer Short-Term Incentive Plan, effective as of November 13, 2025 (the “New Officer STIP”), which provides for an award opportunity based on achievement of three metrics: (i) the value of the additional liquidating distributions to Elme’s shareholders, which will be 40 % of the award opportunity, (ii) the timing of completion of the sales of Elme’s remaining assets, which will be 40 % of the award opportunity, and (iii) performance measures in furtherance of implementing the Plan of Sale and Liquidation, consisting of efficient operation of Elme’s remaining assets, employee retention and successfully implementing the Plan of Sale and Liquidation, which will be 20 % of the award opportunity. The performance period under the New Officer STIP runs from November 13, 2025 through the earlier of (i) November 13, 2026 and (ii) the date on which the actual levels of achievement of the additional liquidating distributions and timing metrics discussed above are otherwise determined by the Compensation Committee of the Board. Each executive officer’s total award under the New Officer STIP with respect to the performance period is stated as a percentage of the executive officer’s annual base salary (subject to adjustment if the executive officer is promoted during the performance period, in which case the annual base salary shall be prorated for the portion of the performance period such executive officer had each base salary). The percentages of base salary by position are as set forth below: Threshold Target High President and Chief Executive Officer 45 % 90 % 135 % Executive Vice President 37 % 75 % 120 % Senior Vice President 30 % 60 % 105 % Officer LTIP Under the Officer LTIP all named executive officers had the opportunity to receive awards based on (i) the achievement of performance measures, which were established for each performance period, and (ii) continued employment with the Company. The aggregate weighting for the performance measures and the time-based measures, as determined by the Compensation Committee, totaled 100 %. The performance measures consisted of one or more shareholder return measures and one or more strategic measures. The awards earned under the Officer LTIP, if any, were payable in our common shares of beneficial interest. Each participant’s total award under the Officer LTIP with respect to a performance period was stated as a percentage of the participant’s annual base salary determined as of the beginning of that performance period. The percentages for the performance period beginning January 1, 2025 are as set forth in the table below: Threshold Target High President and Chief Executive Officer 198 % 275 % 440 % Chief Operating Officer 133 % 190 % 280 % Chief Financial Officer 95 % 135 % 196 % Chief Information Officer 100 % 143 % 207 % Chief Administrative Officer 70 % 100 % 145 % Any time-based awards under the Officer LTIP were subject to a three-year vesting schedule, with any award vesting in one-third increments on December 15 of each year of the applicable performance period if the participant remains employed by the Company on each of such dates. The Officer LTIP provided that following a performance period, 100 % of any performance-based award will vest immediately upon grant. Each year, the Compensation Committee established the threshold, target and high performance goals for each performance measure. Upon or following completion of a performance period, the degree of achievement of each performance measure was determined by the Compensation Committee in its discretion. Because the Portfolio Sale Transaction completed on November 12, 2025 met the criteria for a Change in Control event as defined in the Officer LTIP, the participants received the shareholder return measure-based awards calculated based on the actual levels of achievement as of the date of the Change in Control. Due to the Plan of Sale and Liquidation, the Officer LTIP has been terminated. 70 We used a binomial model which employs the Monte Carlo method as of the grant date to determine the fair value of the Officer LTIP awards. For three-year performance periods commencing on or after January 1, 2025, on or after January 1, 2024, and on or after January 1, 2023, the market performance condition is based on total shareholder return relative to the FTSE Nareit Residential Index ( 60 % weighting) and a defined population of peer companies ( 40 % weighting). The assumptions used to value the TSR portion of the officer LTIP awards were as follows: 2025 Awards 2024 Awards 2023 Awards Expected volatility (1) 24.9 % 25.5 % 32.3 % Risk-free interest rate (2) 4.3 % 4.7 % 4.2 % Expected term (3) 3 years 3 years 3 years Share price at grant date $ 15.23 $ 15.31 $ 19.04 ______________________________ (1) Expected volatility based upon historical volatility of our daily closing share price. (2) Risk-free interest rate based on U.S. treasury constant maturity bonds on the measurement date with a maturity equal to the market condition performance period. (3) Expected term based on the market condition performance period. The calculated grant date fair value as a percentage of base salary for the officers for the three-year performance period that commenced in 2025 ranged from approximately 50 % to 154 % for the 60 % of the LTIP based on TSR relative to the FTSE Nareit Residential Index and from approximately 59 % to 179 % for the 40 % of the LTIP based on TSR relative to a defined population of peer companies. The calculated grant date fair value as a percentage of base salary for the officers for the three-year performance period that commenced in 2024 ranged from approximately 51 % to 155 % for the 60 % of the LTIP based on TSR relative to the FTSE Nareit Residential Index and from approximately 64 % to 195 % for the 40 % of the LTIP based on TSR relative to a defined population of peer companies. The calculated grant date fair value as a percentage of base salary for the officers for the three-year performance period that commenced in 2023 ranged from approximately 27 % to 137 % for the 60 % of the LTIP based on TSR relative to the FTSE Nareit Residential Index and from approximately 32 % to 159 % for the 40 % of the LTIP based on TSR relative to a defined population of peer companies. During 2022, our chief executive officer was granted a one-time equity award of 100,000 restricted shares. None of the restricted shares were scheduled to vest until the earlier of the fifth anniversary of the grant date or when our chief executive officer become retirement-eligible, at which time 100 % of the restricted shares would vest, subject to Mr. McDermott's continued employment with Elme Communities until such vesting date. This share award vested as of November 12, 2025 due to the Change in Control (as defined in the Officer LTIP). Non-Officer LTIP Our non-executive officers and other employees earned restricted share unit awards under a long-term incentive plan for non-executive officers and staff based upon various percentages of their salaries and annual performance calculations. The restricted share unit awards vested ratably over three years beginning on the December 15 following the grant date based upon continued employment. We recognized compensation expense for these awards according to a graded vesting schedule over the three-year requisite service period. Because the Portfolio Sale Transaction completed on November 12, 2025 met the criteria for a Change in Control event as defined in the Amended and Restated Long-Term Incentive Plan (for Non-Executive Officers and Staff), participants received the share awards under such plan effective November 12, 2025. Restricted share awards made to retirement-eligible employees fully vested on the grant date. Employees were considered retirement-eligible when they were both over the age of 55 and had been employed by Elme Communities for at least 20 years, or over the age of 65 . We fully recognized compensation expense for such awards as of the grant date. Trustee Awards We awarded share-based compensation to our trustees in the form of restricted shares which vested immediately. The value of share-based compensation for each trustee was $ 100,000 for each of the three years ended December 31, 2025. While a trustee 71 serves on the Board, until a trustee owns an aggregate number of common shares the value of which must equal at least five times the annual cash retainer at the time of their election to the Board, the common shares received by trustees as compensation are restricted in transfer. Total Compensation Expense Total compensation expense recognized in the consolidated financial statements for each of the ten months ended October 31, 2025 and two years ended December 31, 2024 for all share-based awards was $ 5.4 million, $ 5.2 million and $ 5.5 million, respectively, net of capitalized share-based compensation expense of $ 0.1 million, $ 0.1 million and $ 0.1 million, respectively. Restricted Share Awards with Performance and Service Conditions The activity for the three years ended December 31, 2025 related to our restricted share awards, excluding those subject to market conditions and inclusive of trustee awards, was as follows: Shares Weighted Average Grant Fair Value Unvested at December 31, 2022 242,369 $ 21.35 Granted 410,928 18.40 Vested during year ( 367,109 ) 19.79 Forfeited ( 28,453 ) 20.85 Unvested at December 31, 2023 257,735 18.89 Granted 280,008 14.61 Vested during year ( 237,433 ) 17.13 Forfeited ( 19,823 ) 14.86 Unvested at December 31, 2024 280,487 16.27 Granted 1,202,847 16.32 Vested during year ( 1,454,661 ) 16.33 Forfeited ( 28,673 ) 16.35 Unvested at December 31, 2025 — The total fair value of share grants vested for each of the ten months ended October 31, 2025 and two years ended December 31, 2025 was $ 1.2 million, $ 4.1 million and $ 7.3 million, respectively. NOTE 13: OTHER BENEFIT PLANS We have a Retirement Savings Plan (the “401(k) Plan”), which permits all eligible employees to defer a portion of their compensation in accordance with the Code. Under the 401(k) Plan, we may make discretionary contributions on behalf of eligible employees. For each of the ten months ended October 31, 2025 and two years ended December 31, 2024, we made contributions to the 401(k) plan of $ 0.4 million, $ 0.7 million and $ 0.6 million, respectively. We have adopted non-qualified deferred compensation plans for the officers. The plan allows for a deferral of a percentage of annual cash compensation. The plan is unfunded, and payments are to be made out of the general assets of Elme Communities. The deferred compensation liability was $ 0.1 million as of December 31, 2024. We had also previously adopted a non-qualified deferred compensation plans for our trustees. The plan allowed for a deferral of a percentage of annual cash compensation and trustee fees. The deferred compensation plan for trustees was terminated effective as of January 8, 2026. In November 2005, the Board approved the establishment of a SERP for the benefit of officers. This is a defined contribution plan under which, upon a participant's termination of employment from Elme Communities for any reason other than discharge for cause, the participant will be entitled to receive a benefit equal to the participant's accrued benefit times the participant's vested interest. Because the Portfolio Sale Transaction completed on November 12, 2025 met the criteria for a Change in Control event as defined in the SERP, the accrued benefit for each participant became fully vested as of the date of the Change in Control. We account for this plan in accordance with ASC 710-10 and ASC 320-10, whereby the investments are reported at fair value, and unrealized holding gains and losses are included in earnings. At December 31, 2024, the accrued benefit liability 72 was $ 2.6 million. For each of the ten months ended October 31, 2025 and two years ended December 31, 2024, we recognized current service cost of $ 0.3 million, $ 0.3 million and $ 0.3 million, respectively. NOTE 14: 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. The computation of basic and diluted earnings per share for the ten months ended October 31, 2025 and two years ended December 31, 2024 was as follows (in thousands, except per share data): Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Numerator: Net loss $ ( 154,162 ) $ ( 13,103 ) $ ( 52,977 ) Allocation of earnings to unvested restricted share awards ( 260 ) ( 287 ) ( 255 ) Adjusted net loss $ ( 154,422 ) $ ( 13,390 ) $ ( 53,232 ) Denominator: Weighted average shares outstanding – basic and diluted 88,092 87,920 87,735 Basic net loss per common share $ ( 1.75 ) $ ( 0.15 ) $ ( 0.61 ) Diluted net loss per common share $ ( 1.75 ) $ ( 0.15 ) $ ( 0.61 ) Dividends declared per common share $ 0.54 $ 0.72 $ 0.72 NOTE 15: COMMITMENTS AND CONTINGENCIES Development Commitments At December 31, 2025, we had no committed contracts outstanding with third parties in connection with our development and redevelopment projects. Litigation We are involved from time to time in various legal proceedings, lawsuits, examinations by various tax authorities and claims that have arisen in the ordinary course of business. Management believes that the resolution of any such current matters will not have a material adverse effect on our financial condition or results of operations. Matters that arise out of allegations of bodily injury, property damage and employment practices are generally covered by insurance. 73 NOTE 16: SEGMENT INFORMATION We operate in a single reportable segment which includes the ownership, development, redevelopment and acquisition of apartment communities. 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 (as of October 31, 2025, all but six communities were 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. Real estate rental revenue as a percentage of the total for the Residential reportable segment and Other for the ten months ended October 31, 2025 and for the years ended December 31, 2024 and 2023, respectively, was as follows: Ten Months Ended October 31, Year Ended December 31, 2025 2024 2023 Residential 93 % 92 % 92 % Other 7 % 8 % 8 % The percentage of income producing real estate assets classified as held and used, at cost, for the Residential reportable segment and Other as of December 31, 2024 was as follows: 2024 Residential 96 % Other 4 % The following tables present revenues, net operating income, capital expenditures and total assets for the ten months ended October 31, 2025 and years ended December 31, 2024 and 2023 from the Residential reportable segment and Other, and reconciles the consolidated net operating income to net loss as reported (in thousands): Ten Months Ended October 31, 2025 Residential Other Consolidated Real estate rental revenue $ 191,525 $ 14,835 $ 206,360 Real estate expenses 71,912 4,690 76,602 Net operating income $ 119,613 $ 10,145 $ 129,758 Property management expenses ( 7,494 ) General and administrative expenses ( 54,591 ) Depreciation and amortization ( 78,162 ) Interest expense ( 31,954 ) Real estate impairment ( 111,719 ) Net loss $ ( 154,162 ) Capital expenditures $ 26,904 $ 82 $ 26,986 74 Twelve Months Ended December 31, 2024 Residential Other Consolidated Real estate rental revenue $ 223,638 18,297 $ 241,935 Real estate expenses 83,066 5,635 88,701 Net operating income $ 140,572 $ 12,662 $ 153,234 Property management expenses ( 8,861 ) General and administrative expenses ( 24,969 ) Depreciation and amortization ( 95,935 ) Interest expense ( 37,835 ) Loss on extinguishment of debt ( 147 ) Other income 1,410 Net loss $ ( 13,103 ) Capital expenditures $ 47,054 $ 548 $ 47,602 Total assets $ 1,719,087 $ 126,675 $ 1,845,762 Twelve Months Ended December 31, 2023 Residential Other Consolidated Real estate rental revenue $ 209,311 $ 18,600 $ 227,911 Real estate expenses 74,535 5,295 79,830 Net operating income $ 134,776 $ 13,305 $ 148,081 Property management expenses ( 8,108 ) General and administrative expenses ( 25,887 ) Transformation costs ( 6,339 ) Depreciation and amortization ( 88,950 ) Real estate impairment ( 41,860 ) Interest expense ( 30,429 ) Loss on extinguishment of debt ( 54 ) Other income 569 Net loss $ ( 52,977 ) Capital expenditures $ 37,782 $ 844 $ 38,626 Total assets $ 1,768,426 $ 131,602 $ 1,900,028 75 NOTE 17: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Unaudited financial data by quarter for the period ended October 31, 2025 and the year ended December 31, 2024 were as follows (in thousands, except for per share data): Quarter (1) First Second Third Fourth (2) 2025 Real estate rental revenue $ 61,493 $ 62,099 $ 62,103 $ 20,665 Net loss $ ( 4,675 ) $ ( 3,566 ) $ ( 123,514 ) $ ( 22,407 ) Net loss per share Basic $ ( 0.05 ) $ ( 0.04 ) $ ( 1.40 ) $ ( 0.25 ) Diluted $ ( 0.05 ) $ ( 0.04 ) $ ( 1.40 ) $ ( 0.25 ) Quarter (1) First Second Third Fourth 2024 Real estate rental revenue $ 59,513 $ 60,103 $ 61,055 $ 61,264 Net loss $ ( 3,647 ) $ ( 3,471 ) $ ( 2,970 ) $ ( 3,015 ) Net loss per share Basic $ ( 0.04 ) $ ( 0.04 ) $ ( 0.03 ) $ ( 0.03 ) Diluted $ ( 0.04 ) $ ( 0.04 ) $ ( 0.03 ) $ ( 0.03 ) ______________________________ (1) With regard to per share calculations, the sum of the quarterly results may not equal full year results due to rounding. (2) The Fourth Quarter only includes unaudited financial data for the month of October 2025. 76 NOTE 18: SHAREHOLDERS' EQUITY On October 26, 2023, the Board authorized and approved a share repurchase program of up to $ 50.0 million of the Company’s common shares of beneficial interest over a period of two years , subject to any applicable limitations or restrictions set forth in our existing credit facility and other debt agreements. The share repurchase program expired on October 25, 2025. 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 in 2025, 2024 or 2023, and subsequent to year-end, we terminated the Equity Distribution Agreement. We have a dividend reinvestment program, whereby shareholders were able to use their dividends and optional cash payments to purchase common shares. The common shares sold under this program were either be common shares issued by us or common shares purchased in the open market. In September 2025, the Company suspended its dividend reinvestment program. During the suspension period, dividend payments are not automatically reinvested in additional shares of our common shares of beneficial interest and participants in the dividend reinvestment program are not able to purchase shares of our common shares of beneficial interest through optional cash investments under the dividend reinvestment program. We do not intend to restart the dividend reinvestment program. We did no t issue common shares under the dividend reinvestment program during 2025 or 2024. Our issuances and net proceeds on the dividend reinvestment program for 2023 were as follows (in thousands; except per share data): Year Ended December 31, 2025 2024 2023 Issuance of common shares — — 28 Weighted average price per share $ — $ — $ 17.64 Net proceeds $ — $ — $ 497 NOTE 19: DEFERRED COSTS As of December 31, 2024, deferred leasing costs and deferred leasing incentives were included in prepaid expenses and other assets as follows (in thousands): 2024 Gross Carrying Value Accumulated Amortization Net Deferred leasing costs $ 9,256 $ 5,902 $ 3,354 Amortization, including write-offs, of deferred leasing costs and deferred leasing incentives for the two years ended December 31, 2024 were as follows (in thousands): 2024 2023 Deferred leasing costs amortization $ 539 $ 351 77 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (IN THOUSANDS) Balance at Beginning of Year Additions Charged to Expenses Net Recoveries Balance at End of Year Valuation allowance for deferred tax assets 2024 $ 1,399 $ — $ — $ 1,399 2023 $ 1,399 $ — $ — $ 1,399 78 SCHEDULE III Initial Cost (a) Net Improvements (Retirement) since Acquisition Gross Amounts at Which Carried at December 31, 2025 Accumulated Depreciation at December 31, 2025 Properties (f) Location Land Buildings and Improvements Land Buildings and Improvements Total (c) Net Liquidation Adjustment Year of Construction Date of Acquisition Depreciation Life (d) Residential Properties 3801 Connecticut Avenue Washington, DC $ 420,000 $ 2,678,000 $ 24,047,000 $ 420,000 $ 26,725,000 $ 27,145,000 $ 20,127,000 $ 59,082,000 1951 Jan 1963 30 years Elme Bethesda Maryland 3,900,000 13,412,000 19,058,000 3,900,000 32,470,000 36,370,000 26,975,000 51,105,000 1986 Nov 1997 30 years Kenmore Apartments Washington, DC 28,222,000 33,955,000 24,124,000 28,222,000 58,079,000 86,301,000 31,047,000 9,546,000 1948 Sep 2008 30 years Riverside Apartments Virginia 38,924,000 184,854,000 62,533,000 38,864,000 247,447,000 286,311,000 90,282,000 88,471,000 1971 May 2016 30 years Riverside Apartments land parcel (e) Virginia 15,968,000 — 14,419,000 — 30,387,000 30,387,000 — ( 25,387,000 ) n/a May 2016 n/a Elme Germantown Maryland 7,609,000 34,431,000 5,560,000 7,609,000 39,991,000 47,600,000 10,764,000 17,164,000 1990 Jun 2019 30 years Elme Watkins Mill Maryland 7,151,000 30,851,000 3,726,000 7,151,000 34,577,000 41,728,000 9,629,000 10,426,000 1975 Jun 2019 30 years Elme Conyers (b) Georgia 4,798,000 42,122,000 ( 10,538,000 ) 4,001,000 32,381,000 36,382,000 222,000 ( 2,410,000 ) 1999 Aug 2021 30 years Elme Sandy Springs (b) Georgia 17,423,000 85,817,000 ( 44,915,000 ) 10,435,000 47,890,000 58,325,000 135,000 ( 3,690,000 ) 1972 Feb 2022 30 years Elme Marietta (b) Georgia 19,019,000 83,319,000 ( 41,271,000 ) 11,967,000 49,100,000 61,067,000 226,000 ( 2,591,000 ) 1975 May 2022 30 years $ 143,434,000 $ 511,439,000 $ 56,743,000 $ 112,569,000 $ 599,047,000 $ 711,616,000 $ 189,407,000 $ 201,716,000 Office Building Watergate 600 (b) Washington, DC $ 45,981,000 $ 78,325,000 $ ( 66,835,000 ) $ 20,873,000 $ 36,598,000 $ 57,471,000 $ 904,000 $( 4,067,000 ) 1972 Apr 2017 30 years Total $ 189,415,000 $ 589,764,000 $ ( 10,092,000 ) $ 133,442,000 $ 635,645,000 $ 769,087,000 $ 190,311,000 $ 197,649,000 ______________________________ a) The purchase cost of real estate investments has been divided between land and buildings and improvements on the basis of management’s determination of the fair values. b) During 2025, we recognized an aggregate impairment charge of $ 81.4 million and $ 28.6 million, respectively, within our Residential segment in Atlanta metro region and Watergate 600 in order to reduce its carrying values to its estimated fair values, primarily due to a revision of their estimated holding periods. c) At December 31, 2025, total land, buildings and improvements are carried at $ 0.7 billion for federal income tax purposes. d) The useful life shown is for the main structure. Buildings and improvements are depreciated over various useful lives ranging from 3 to 40 years. e) As of December 31, 2025, Elme Communities had one residential property under development, the Riverside Apartments land parcel. The value not yet placed into service at December 31, 2025 was $ 30.4 million. f) As of December 31, 2025, all of the properties are encumbered by the Secured Term Loan. 79 ELME COMMUNITIES AND SUBSIDIARIES SUMMARY OF REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION (LIQUIDATION BASIS) (IN THOUSANDS) Analysis of the carrying amount of real estate properties and accumulated depreciation: Real Estate Properties Balance at January 1, 2023 (Going Concern Basis) $ 2,299,712 Additions: Property acquisitions (1) 104,530 Improvements (1) 48,075 Deductions: Impairment write-down ( 77,220 ) Balance at December 31, 2023 (Going Concern Basis) 2,375,097 Additions Improvements (1) 39,216 Balance at December 31, 2024 (Going Concern Basis) 2,414,313 Additions: Improvements (1) 30,385 Deductions: Disposals ( 1,521,150 ) Impairment write-down ( 154,461 ) Net liquidation adjustment 7,338 Balance at December 31, 2025 (Liquidation Basis) $ 776,425 Accumulated Depreciation Balance at January 1, 2023 (Going Concern Basis) $ 479,846 Additions: Depreciation 83,538 Deductions: Impairment write-down ( 35,360 ) Balance at December 31, 2023 (Going Concern Basis) 528,024 Additions: Depreciation 90,275 Balance at December 31, 2024 (Going Concern Basis) 618,299 Additions: Depreciation (2) 73,693 Deductions: Disposals ( 457,201 ) Impairment write-down ( 44,480 ) Net liquidation adjustment ( 190,311 ) Balance at December 31, 2025 (Liquidation Basis) $ — ______________________________ (1) Includes non-cash accruals for capital items. (2) Depreciation expense was not recorded subsequent to October 31, 2025 as a result of the adoption of the Plan of Sale and Liquidation. 80