6 unchanged sentences
(IN THOUSANDS)
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
Income producing property $ 418,000 $ 776,425
13 unchanged sentences
(IN THOUSANDS)
−Removed: Three Months Ended March 31, 2026
+Added: Three Months Ended June 30, 2026 Six Months Ended
+Added: June 30, 2026
Net assets in liquidation, beginning of period $ 203,909 $ 238,915
10 unchanged sentences
(IN THOUSANDS, EXCEPT PER SHARE DATA)
−Removed: Three Months Ended March 31, 2025
+Added: Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Real estate rental revenue $ 62,099 $ 123,592
4 unchanged sentences
Depreciation and amortization 23,560 46,799
+Added: 56,167 112,875
Real estate operating income 5,932 10,717
1 unchanged sentence
Interest expense ( 9,498 ) ( 18,958 )
+Added: ( 9,498 ) ( 18,958 )
Net loss $ ( 3,566 ) $ ( 8,241 )
8 unchanged sentences
(IN THOUSANDS)
−Removed: Three Months Ended March 31, 2025
+Added: Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Net loss $ ( 3,566 ) $ ( 8,241 )
18 unchanged sentences
Share grants, net of forfeitures and tax withholdings 133 2 3,083 — — 3,085 — 3,085
+Added: Balance, June 30, 2025 88,162 $ 882 $ 1,743,161 $ ( 686,226 ) $ ( 11,624 ) $ 1,046,193 $ 277 $ 1,046,470
+Added: Shares Issued and Out-standing Shares of Beneficial Interest at Par Value Additional Paid in Capital Distributions in Excess of
+Added: Net Income Accumulated Other Comprehensive Loss Total Shareholders’ Equity Noncontrolling Interests in Subsidiaries Total Equity
Balance, March 31, 2025 88,157 $ 882 $ 1,741,220 $ ( 666,713 ) $ ( 12,467 ) $ 1,062,922 $ 279 $ 1,063,201
+Added: Net loss — — — ( 3,566 ) — ( 3,566 ) — ( 3,566 )
+Added: Unrealized gain on interest rate hedges — — — — 334 334 — 334
+Added: Amortization of swap settlements — — — — 509 509 — 509
+Added: Distributions to noncontrolling interests — — — — — — ( 2 ) ( 2 )
+Added: Dividends ($ 0.18 per common share)
+Added: — — — ( 15,947 ) — ( 15,947 ) — ( 15,947 )
+Added: Share grants, net of forfeitures and tax withholdings 5 — 1,941 — — 1,941 — 1,941
+Added: Balance, June 30, 2025 88,162 $ 882 $ 1,743,161 $ ( 686,226 ) $ ( 11,624 ) $ 1,046,193 $ 277 $ 1,046,470
See accompanying notes to the consolidated financial statements.
3 unchanged sentences
(IN THOUSANDS)
−Removed: Three Months Ended March 31, 2025
+Added: Six Months Ended June 30, 2025
Cash flows from operating activities
19 unchanged sentences
Net cash used in financing activities ( 33,088 )
−Removed: Net increase in cash, cash equivalents and restricted cash 343
+Added: Net decrease in cash, cash equivalents and restricted cash ( 1,516 )
Cash, cash equivalents and restricted cash at beginning of period 8,609
11 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2026
+Added: June 30, 2026
NATURE OF BUSINESS
2 unchanged sentences
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.
−Removed: As of March 31, 2026, we owned six apartment communities in the Washington, DC metro region.
−Removed: As of May 11, 2026, we own five apartment communities in the Washington, DC metro region.
−Removed: Within these notes to the financial statements, we refer to the three months ended March 31, 2026 and March 31, 2025 as the “2026 Quarter” and the “2025 Quarter,” respectively.
+Added: As of June 30, 2026, we owned four apartment communities in the Washington, DC metro region.
+Added: Within these notes to the financial statements, we refer to the three months ended June 30, 2026 and June 30, 2025 as the “2026 Quarter” and the “2025 Quarter,” respectively, and the six months ended June 30, 2026 and June 30, 2025 as the “2026 Period” and the “2025 Period,” respectively.
Plan of Liquidation
4 unchanged sentences
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.
−Removed: 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:
−Removed: Riverside Apartments, Elme Bethesda, Elme Germantown, Elme Watkins Mill, 3801 Connecticut Avenue, The Kenmore, Elme Conyers, Elme Marietta, Elme Sandy Springs, and Watergate 600 (the “Remaining Company Properties” and “Loan Collateral”).
+Added: 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 were directly owned by the Borrowers) and included:
+Added: Riverside Apartments, Elme Bethesda, Elme Germantown, Elme Watkins Mill, 3801 Connecticut Avenue, The Kenmore, Elme Conyers, Elme Marietta, Elme Sandy Springs, and Watergate 600 (the “Remaining Company Properties” or the “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.
−Removed: During the 2026 Quarter, we completed the sale of four of the Remaining Company Properties, Elme Sandy Springs, Elme Marietta, Elme Conyers and Watergate 600, comprising approximately 1,000 residential apartment homes and 300,000 square feet of commercial space, for aggregate gross proceeds of approximately $ 199.0 million.
+Added: During the first quarter of 2026, we completed the sale of four of the Remaining Company Properties, Elme Sandy Springs, Elme Marietta, Elme Conyers and Watergate 600, comprising approximately 1,000 residential apartment homes and 300,000 square feet of commercial space, for aggregate gross proceeds of approximately $ 199.0 million.
+Added: During the 2026 Quarter, we completed the sale of two of the Remaining Company Properties, Elme Germantown and Elme Watkins Mill, comprising 428 residential apartment homes, for aggregate gross proceeds of approximately $ 95.0 million.
For each of these sales, a portion of the net proceeds was used to repay a portion of the Secured Term Loan and those sold properties were released from the mortgages securing the Secured Term Loan.
−Removed: In addition, during the 2026 Quarter, we entered into separate purchase and sale agreements for the sales of Elme Watkins Mill and Elme Germantown.
−Removed: In May 2026, we completed the sale of Elme Germantown, comprising 218 residential apartments, for aggregate gross proceeds of approximately $ 53.7 million.
−Removed: A portion of the net proceeds from the sale of Elme Germantown was used to repay a portion of the Secured Term Loan, and Elme Germantown was released from the mortgage securing the Secured Term Loan.
−Removed: The sale of Elme Watkins Mill, which is no longer subject to an ongoing inspection period, is expected to close later in the second quarter of 2026.
−Removed: In May 2026, we also entered into two separate purchase and sale agreements, which are no longer subject to ongoing inspection periods, pursuant to which we expect to sell The Kenmore and 3801 Connecticut Avenue, and a purchase and sale agreement, which is subject to an ongoing inspection period, pursuant to which we expect to sell Riverside Apartments.
−Removed: The aggregate gross proceeds under the four purchase and sale agreements relating to Elme Watkins Mill, The Kenmore, 3801 Connecticut Avenue and Riverside Apartments is approximately $ 431.3 million, subject to certain adjustments and prorations.
−Removed: The closings of these transactions are expected to occur later in the second quarter or early in the third quarter of 2026, subject to satisfaction of customary closing conditions, including requirements related to the Tenant
−Removed: Opportunity to Purchase Act (“TOPA”) for the two DC assets and, for Riverside Apartments, the satisfactory completion of the inspection period.
−Removed: The marketing and sale process with respect to the last Remaining Company Property, Elme Bethesda, remains ongoing.
−Removed: Elme continues to target completion of the sale of all Remaining Company Properties, including Elme Bethesda, by mid-year 2026.
−Removed: Because the sales of our remaining properties are subject to, as applicable, negotiation of purchase and sale agreement terms and conditions, satisfactory completion of inspection periods and satisfaction of closing conditions, the exact timing of completing the sales of the unsold Remaining Company Properties cannot be determined at this time and no assurance can be given as to how long it will take to complete the sale of any or all of its unsold Remaining Company Properties.
+Added: In addition, during the 2026 Quarter, we entered into three separate purchase and sale agreements pursuant to which we expect to sell The Kenmore, 3801 Connecticut Avenue and Elme Bethesda.
+Added: These three purchase and sale agreements, which provide for gross proceeds of approximately $ 168.0 million in the aggregate (subject to certain customary adjustments and prorations), are no longer subject to ongoing inspection periods, but remain subject to satisfaction of customary closing conditions including, in the case of the two DC properties, regulatory requirements related to the Tenant Opportunity to Purchase Act (“TOPA”).
+Added: The closing of each DC property is expected to occur shortly after completion of its TOPA process, subject to satisfaction of other applicable closing conditions.
+Added: The buyer of each DC property has commenced discussions with the property’s tenant association, and, assuming no purchase rights are exercised or assigned to a party other than the contract buyer, Elme currently anticipates the TOPA process for both properties to be completed no later than the end of 2026.
+Added: The Company has obtained the certificate of compliance from the Montgomery County Department of Housing and Community
+Added: Affairs certifying compliance with Montgomery County’s right of first refusal requirements with respect to Elme Bethesda, and, following such receipt, the parties to the purchase and sale agreement for Elme Bethesda have agreed to close the sale no later than August 11, 2026.
+Added: As previously disclosed, in May 2026 the Company had entered into a purchase and sale agreement for Riverside Apartments (including related undeveloped land) which was subject to an ongoing inspection period and, on June 17, 2026, the buyer under that purchase and sale agreement exercised its right to terminate.
+Added: On July 23, 2026, the Company entered into a purchase and sale agreement for Riverside Apartments (including related undeveloped land) with a new purchaser, which had previously submitted a proposal to acquire the property, for a contract sale price of $ 250.0 million, subject to certain customary adjustments and prorations.
+Added: This new purchase and sale agreement is subject to an ongoing inspection period, as well as satisfaction of customary closing conditions.
+Added: The new purchase and sale agreement for Riverside Apartments provides that, subject to completion of the inspection period and the satisfaction of the closing conditions, the sale of Riverside Apartments will close no later than September 14, 2026.
+Added: Because the sales of Elme’s remaining properties are subject to, as applicable, satisfactory completion of an inspection period with respect to Riverside Apartments, and satisfaction of closing conditions, including, with respect to the DC properties, regulatory requirements related to the TOPA, the exact timing of completing the sales of the unsold Remaining Company Properties cannot be determined at this time and no assurance can be given as to how long it will take to complete the sale of any or all of its unsold Remaining Company Properties.
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.
12 unchanged sentences
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”).
−Removed: Our TRS is subject to corporate federal and state income tax on its taxable income at regular statutory rates.
+Added: Prior to its dissolution during the 2026 Quarter, our TRS was subject to corporate federal and state income tax on its taxable income at regular statutory rates.
PLAN OF SALE AND LIQUIDATION
1 unchanged sentence
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.
−Removed: 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
+Added: 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.
3 unchanged sentences
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.
−Removed: 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 March 31, 2026.
+Added: 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 June 30, 2026.
For a discussion of risks related to the Plan of Sale and Liquidation, see the previously disclosed “Part I - Item 1A.
14 unchanged sentences
Principles of Consolidation and Basis of Presentation
−Removed: The accompanying unaudited consolidated financial statements include the consolidated accounts of Elme Communities and our subsidiaries and entities in which Elme Communities has a controlling financial interest.
+Added: The accompanying unaudited consolidated financial statements include the consolidated accounts of Elme and our subsidiaries and entities in which Elme has a controlling financial interest.
All intercompany balances and transactions have been eliminated in consolidation.
2 unchanged sentences
We have prepared the accompanying unaudited 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.
−Removed: 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
−Removed: Company’s solicitation of proxies from its shareholders for their approval of the Plan of Sale and Liquidation).
+Added: 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.
−Removed: The liquidation values of the Company’s real estate properties are presented on a net realizable value basis at March 31, 2026.
+Added: The liquidation values of the Company’s real estate properties are presented on a net realizable value basis at June 30, 2026.
Liabilities are carried at their contractual amounts due or estimated settlement amounts.
6 unchanged sentences
Revenues are based on in place leases and forecasted operations at properties prior to their sale.
−Removed: Actual costs incurred but unpaid prior to the Company’s adoption of the liquidation basis of accounting on November 1, 2025, and yet to be derecognized, are included in accounts payable and accrued expenses at March 31, 2026 on the consolidated statement of net assets.
+Added: Actual costs incurred but unpaid prior to the Company’s adoption of the liquidation basis of accounting on November 1, 2025, and yet to be derecognized, are included in accounts payable and accrued expenses at June 30, 2026 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.
−Removed: Net assets in liquidation at March 31, 2026 represent the remaining estimated liquidation value available to shareholders upon liquidation.
+Added: Net assets in liquidation at June 30, 2026 represent 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 prior to the adoption of the liquidation basis of accounting, are presented on a going concern basis.
−Removed: As a result, the statement of operations, the statement of comprehensive income (loss), the statement of equity and the statement of cash flow for the three months ended March 31, 2025 are presented using the going concern basis of accounting.
+Added: As a result, the statement of operations, the statement of comprehensive income (loss) and the statement of equity for the three and six months ended June 30, 2025 and the statement of cash flow for the six months ended June 30, 2025 are presented using the going concern basis of accounting.
Restricted Cash
6 unchanged sentences
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.
−Removed: As of March 31, 2026, the Company estimated that it will have costs in excess of estimated receipts during the liquidation process.
+Added: As of June 30, 2026, 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 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.
1 unchanged sentence
however, no assurances can be provided that this date will be met.
−Removed: The change in the liabilities for estimated costs in excess of estimated receipts during liquidation as of March 31, 2026 is as follows (in thousands):
−Removed: As of December 31, 2025 Cash Payments (Receipts) Remeasurements of Assets and Liabilities As of March 31, 2026
+Added: The change in the liabilities for estimated costs in excess of estimated receipts during liquidation as of June 30, 2026 is as follows (in thousands):
+Added: December 31, 2025 Cash Payments (Receipts) Remeasurements of Assets and Liabilities As of
+Added: June 30, 2026
Estimated net inflows from income producing property $ 18,091 $ ( 20,371 ) $ 5,203 $ 2,923
11 unchanged sentences
NET ASSETS IN LIQUIDATION
−Removed: The net assets in liquidation as of March 31, 2026 were $ 203.9 million.
+Added: The net assets in liquidation as of June 30, 2026 were $ 167.7 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.
1 unchanged sentence
Cumulative liquidating distributions paid to shareholders included the $ 14.67 per common share distribution paid on January 7, 2026 to our shareholders of record as of the close of business on December 22, 2025 and will include any future distribution of our net assets in liquidation.
−Removed: As of March 31, 2026 the Company’s portfolio was composed of six multifamily properties with a liquidation value of real estate of $ 544.3 million.
+Added: As of June 30, 2026 the Company’s portfolio was composed of four multifamily properties with a liquidation value of real estate of $ 418.0 million.
Properties Sold and Held for Sale
2 unchanged sentences
During the 2026 Quarter, we sold our interests in the properties below.
−Removed: We did not sell, classify any properties as held for sale or record an impairment during the 2026 Quarter or 2025 Quarter.
+Added: We did not classify any properties as held for sale or record an impairment during the 2026 Period or 2025 Period and did no t sell any properties during the 2025 Period.
Properties Number of Units (unaudited)
−Removed: Elme Conyers 240
−Removed: Elme Marietta 420
−Removed: Elme Sandy Springs 389
−Removed: Property Net Rentable Square Feet (unaudited)
−Removed: Watergate 600 300,000
−Removed: Subsequent to the 2026 Quarter, we sold our Elme Germantown property, comprising 218 units.
+Added: Elme Germantown 218
+Added: Elme Watkins Mill 210
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.
9 unchanged sentences
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.
−Removed: The spread is 2.25 % and will increase in May 2026 to 2.75 % and further increase to 4.00 % in June 2027 (if extended).
+Added: The initial spread was 2.25 % and increased to 2.75 % in May 2026, and will increase to 3.00 % in August 2026 and 3.50 % in November 2026.
+Added: Thereafter, the spread will increase by 0.25 % every three months, to 3.75 % in February 2027 and a maximum of 4.00 % in May 2027 (if extended).
The Company has purchased an interest rate cap that effectively caps term SOFR at 5.00 % per annum.
7 unchanged sentences
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.
−Removed: During the 2026 Quarter, we completed the sale of four of the Remaining Company Properties, Elme Sandy Springs, Elme Marietta, Elme Conyers and Watergate 600, for aggregate gross proceeds of approximately $ 199.0 million.
−Removed: Subsequent to the 2026 Quarter, we completed the sale of our Elme Germantown property for gross proceeds of approximately $ 53.7 million.
+Added: During the first quarter of 2026, we completed the sale of four of the Remaining Company Properties, Elme Sandy Springs, Elme Marietta, Elme Conyers and Watergate 600, for aggregate gross proceeds of approximately $ 199.0 million.
+Added: During the 2026 Quarter, we completed the sale of two of the Remaining Company Properties, Elme Germantown and Elme Watkins Mill, for aggregate gross proceeds of approximately $ 95.0 million.
For each of these sales, a portion of the net proceeds was used to repay a portion of the Secured Term Loan, and those sold properties were released from the mortgages securing the Secured Term Loan.
−Removed: As of March 31, 2026, 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 3.67%.
+Added: As of June 30, 2026, the remaining outstanding balance of the Secured Term Loan was $ 251.0 million.
+Added: As of June 30, 2026, the interest rate on the Secured Term Loan is based on the one-month term SOFR plus 2.75 % applicable margin and the one-month term SOFR is 3.63%.
DERIVATIVE INSTRUMENTS
9 unchanged sentences
Hedge ineffectiveness of our cash flow hedges is recorded in earnings.
−Removed: The net unrealized gain on the effective swaps is recognized in Other comprehensive income (loss) for the three months ended March 31, 2025 as $ 0.1 million.
+Added: The net unrealized gain on the effective swaps were recognized in Other comprehensive income (loss) for the three and six months ended June 30, 2025 as $ 0.3 million and $ 0.4 million, respectively.
Amounts reported in Accumulated other comprehensive loss related to effective cash flow hedges were reclassified to interest expense as interest payments were made on our variable-rate debt.
−Removed: The losses reclassified from Accumulated other comprehensive loss into interest expense for the three months ended March 31, 2025 were $ 0.5 million.
+Added: The losses reclassified from Accumulated other comprehensive loss into interest expense for the three and six months ended June 30, 2025 were $ 0.5 million and $ 1.0 million, respectively.
SHARE-BASED COMPENSATION
−Removed: 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, respectively, and short-term and long-term incentive plans, that allowed for cash and share-based awards, respectively, to non-officer employees.
+Added: Elme 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, 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”).
1 unchanged sentence
The Omnibus Incentive Plan 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.
−Removed: Restricted share units are converted into shares of our stock upon full vesting through the issuance of new shares.
+Added: Restricted share units were converted into shares of our stock upon full vesting through the issuance of new shares.
Due to the Plan of Sale and Liquidation, the above-referenced officer short-term and long-term incentive plans have been terminated.
−Removed: During the 2026 Quarter, 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 a cash award opportunity based on achievement of three metrics:
+Added: During the first quarter of 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 a cash 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.
1 unchanged sentence
Total Compensation Expense
−Removed: Total compensation expense recognized in the consolidated financial statements for all outstanding share-based awards was $ 1.4 million for the 2025 Quarter.
+Added: Total compensation expense recognized in the consolidated financial statements for all outstanding share-based awards was $ 1.7 million for the 2025 Quarter and $ 3.1 million for the 2025 Period.
Restricted Share Awards
−Removed: There were no unvested restricted share awards at March 31, 2026.
+Added: There were no unvested restricted share awards at June 30, 2026.
EARNINGS PER COMMON SHARE
4 unchanged sentences
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.
−Removed: The computations of basic and diluted earnings per share for the three months ended March 31, 2025 were as follows (in thousands, except per share data):
−Removed: Three Months Ended March 31,
+Added: The computations of basic and diluted earnings per share for the three and six months ended June 30, 2025 were as follows (in thousands, except per share data):
+Added: Three Months Ended June 30, Six Months Ended June 30,
Net loss $ ( 3,566 ) $ ( 8,241 )
6 unchanged sentences
SEGMENT INFORMATION
−Removed: For the 2025 Quarter, we operated in a single reportable segment which includes the ownership, development, redevelopment and acquisition of apartment communities (the “Residential segment”).
−Removed: Within the Residential segment, we do not distinguish or group our consolidated operations for the period presented based on size (as of March 31, 2025, only one community,
−Removed: Riverside Apartments, comprised more than 10 % of consolidated revenues), type (all assets in the segment are residential) or geography (as of March 31, 2025, all but six communities were within the Washington, DC metro region).
+Added: For the 2025 Quarter and 2025 Period, we operated in a single reportable segment which includes the ownership, development, redevelopment and acquisition of apartment communities (the “Residential segment”).
+Added: Within the Residential segment, we do not distinguish or group our consolidated operations for the period presented based on size (as of June 30, 2025, only one
+Added: community, Riverside Apartments, comprised more than 10 % of consolidated revenues), type (all assets in the segment are residential) or geography (as of June 30, 2025, all but six communities were within the Washington, DC metro region).
Further, our apartment communities had similar long-term economic characteristics and provide similar products and services to our residents.
−Removed: For the 2025 Quarter, we had one office property, Watergate 600, which did not meet the quantitative or qualitative criteria for a reportable segment and was classified within “Other”, along with business activities that are not part of an operating segment, on our segment disclosure tables.
−Removed: 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.
+Added: For the 2025 Quarter and 2025 Period, we had one office property, Watergate 600, which did not meet the quantitative or qualitative criteria for a reportable segment and was classified within “Other”, along with business activities that are not part of an operating segment, on our segment disclosure tables.
+Added: Our chief operating decision maker (the “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.
2 unchanged sentences
GAAP requires that segment disclosures present the measure(s) used by the CODM for purposes of assessing each segment’s performance.
−Removed: The following tables present revenues, NOI, capital expenditures and total assets for the three months ended March 31, 2025 from our Residential segment as well as Other, and reconcile NOI to net loss as reported (in thousands):
−Removed: Three Months Ended March 31, 2025
+Added: The following tables present revenues, NOI, capital expenditures and total assets for the three and six months ended June 30, 2025 from our Residential segment as well as Other, and reconcile NOI to net loss as reported (in thousands):
+Added: Three Months Ended June 30, 2025
Residential Other Consolidated
10 unchanged sentences
Total assets $ 1,692,236 $ 117,968 $ 1,810,204
+Added: Six Months Ended June 30, 2025
+Added: Residential Other Consolidated
+Added: Real estate rental revenue $ 114,690 $ 8,902 $ 123,592
+Added: Real estate expenses 41,870 2,786 44,656
+Added: Net operating income $ 72,820 $ 6,116 $ 78,936
+Added: Other expense:
+Added: Property management expenses ( 4,502 )
+Added: General and administrative expenses ( 16,918 )
+Added: Depreciation and amortization ( 46,799 )
+Added: Interest expense ( 18,958 )
+Added: Net loss $ ( 8,241 )
+Added: Capital expenditures $ 14,370 $ 81 $ 14,451
SHAREHOLDERS’ EQUITY
On February 20, 2024, we entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co.
−Removed: LLC, KeyBanc Capital Markets Inc., TD Securities (USA) LLC and Truist Securities, Inc.
+Added: 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 the Company’s common shares, 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.
−Removed: We did no t issue common shares under the Equity Distribution Agreement during the 2026 Quarter or 2025 Quarter and we terminated the Equity Distribution Agreement during the 2026 Quarter.
−Removed: We have a dividend reinvestment program, whereby shareholders were able to use their dividends and optional cash payments to purchase common shares, which was suspended in September 2025.
+Added: We did no t issue common shares under the Equity Distribution Agreement during the 2026 Period or 2025 Period and we terminated the Equity Distribution Agreement during the first quarter of 2026.
+Added: We previously had a dividend reinvestment program, whereby shareholders were able to use their dividends and optional cash payments to purchase common shares, which was suspended in September 2025.
Prior to the suspension, the common shares sold under this program were either common shares issued by us or common shares purchased in the open market.
−Removed: 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.
−Removed: No common shares were sold under the dividend reinvestment program during the 2026 Quarter or 2025 Quarter.
−Removed: We do not intend to restart the dividend reinvestment program and, instead, are in the process of formally terminating the program in the second quarter of 2026.
+Added: During the suspension period, dividend payments were not automatically reinvested in additional shares of our common shares of beneficial interest and participants in the dividend reinvestment program were not able to purchase shares of our common shares of beneficial interest through optional cash investments under the dividend reinvestment program.
+Added: No common shares were issued under the dividend reinvestment program during the 2026 Period or 2025 Period.
+Added: The dividend reinvestment program was formally terminated during the 2026 Quarter.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.