What changed in this filing

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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-14 · 190 added, 158 removed, 1444 unchanged (19% of the section changed)

86 unchanged sentences

Director, Audit and Compensation Committee Member David’s Bridal, Inc.

Currently, Director and Chair of Audit Committee, Anuvu, Inc.

Currently, a Director and Chair of the Board for Anuvu, Inc.;

Director and Special Transaction Committee Member for TPx Communications.

.Member of the Turnaround Management Association.

Aloise is a graduate of Boston College and the National Commercial Lending Graduate School, University of Oklahoma.

Aloise is a graduate of Boston College, Carroll School of Management, and the National Commercial Lending Graduate School, University of Oklahoma.

Aloise’s experience in banking, credit markets, small business management and business turnarounds, the Board of Directors concluded that Mr.

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leasing consultant to Sancta Maria Nursing Facility (2018-2024) which involves the leases of commercial space at the facility.

Alibrandi is a licensed CPA in Massachusetts and Florida.

Alibrandi’s extensive business experience, the Board of Directors concluded that she has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.

Name and Position

Other Position

Sally Michael,

1 unchanged sentence

Director of the General Partner.

Managing Partner of the Boston office of the law firm Saul Ewing LLP.

Partner of the law firm Saul Ewing LLP.

A member of the Board of Trustees of the Boston Home.

Is licensed to practice law in Massachusetts and Rhode Island.

Licensed to practice law in Massachusetts and Rhode Island.

Michael is a graduate of Brandies University, earning a B.A.

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Michael has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.

Name and Position

Other Position

Director (since 2021)

11 unchanged sentences

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Partnership’s directors, executive officers, and persons who own more than 10% of a registered class of the Partnership’s equity securities to file with the Securities and Exchange Commission reports of ownership changes and changes in ownership of the Partnership.

Officers, directors and greater-than-10% shareholders are required by SEC regulations to furnish the Partnership with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 furnished to the Partnership under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal year, Forms 5 furnished to the Partnership with respect to its most recent fiscal year and any written representations received by the Partnership from persons required to file such forms, all of the following persons — either officers, directors or beneficial owners of more than ten percent of any class of equity of the company registered pursuant to Section 12 of the Securities Exchange Act — filed on a timely basis reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than 10% of our Class A Common Stock to file reports of ownership and changes in ownership with the SEC.

Based solely on our review of copies of such reports furnished to us and written representations from our directors and executive officers, we believe that during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our directors, executive officers, and greater-than-10% beneficial owners were complied with, except that Form 4s filed by Ronald Brown and Jameson Brown reporting repurchases by the Partnership of Class B Units and General Partnership Units on June 30, 2025 and October 2, 2025 were each filed one day late.

CODE OF ETHICS

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To the extent required by the rules of the SEC, the Partnership and its related entities will disclose amendments to and waivers from the Code of Business Conduct and Ethics in the same place on the aforementioned website.

INSIDER TRADING POLICY

The Partnership is committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, the Partnership has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Partnership's securities by all covered persons of the Partnership that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Partnership.

A copy of the Partnership's Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

REPORT OF THE AUDIT COMMITTEE

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The only compensation paid by the Partnership to any person or entity is in the form of management fees and administrative fees paid to the General Partner, or any management entity employed by the General Partner, in accordance with the Partnership Agreement.

Specifically, the Partnership Agreement provides that the General Partner, or any management entity employed by the General Partner, is entitled to a management fee equal to 4% (2% at Dexter Park and 3% at Linewt) of the rental and other operating income from the Partnership Properties and a mortgage servicing fee equal to 0.5% of the unpaid principal balance of any debt instruments received, held and serviced by the Partnership (the “Management Fee”).

Specifically, the Partnership Agreement provides that the General Partner, or any management entity employed by the General Partner, is entitled to a management fee equal to 4% (2% at Dexter Park and 3% at Linewt and Hill Estates) of the rental and other operating income from the Partnership Properties and a mortgage servicing fee equal to 0.5% of the unpaid principal balance of any debt instruments received, held and serviced by the Partnership (the “Management Fee”).

The Partnership Agreement also authorizes the General Partner to charge to the Partnership its cost for employing professionals to assist with the administration of the Partnership Properties (the “Administrative Fees”).

The Administrative Fee is not charged against the Management Fee.

In addition, upon the sale or disposition of any Partnership Properties, the General Partner, or any management entity which is the effective cause of such sale, is entitled to a commission equal to 3% of the gross sale price (the “Commission”), provided that should any other broker be entitled to a commission in connection with the sale, the commission shall be the difference between 3% of the gross sale price and the amount to be paid to such broker.

In addition, upon the sale or disposition of any

Partnership Properties, the General Partner, or any management entity which is the effective cause of such sale, is entitled to a commission equal to 3% of the gross sale price (the “Commission”), provided that should any other broker be entitled to a commission in connection with the sale, the commission shall be the difference between 3% of the gross sale price and the amount to be paid to such broker.

The General Partner has engaged The Hamilton Company to operate and manage the Partnership, and in accordance with the Partnership Agreement, the Management Fee, the Administrative Fees and the Commission are paid to The Hamilton Company.

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terminating leases, evicting tenants, purchasing supplies and equipment, financing and refinancing properties, settling insurance claims, maintaining administrative offices and employing personnel.

In 2024, the Partnership and its Subsidiary Partnerships paid administrative fees to The Hamilton Company of approximately $1,032,000 inclusive of construction supervision and architectural fees of approximately $504,000, repairs and maintenance service fees of approximately $175,000, legal fees of approximately $171,000, renting expenses of approximately $57,000 and $125,000 for accounting services.

In 2025, the Partnership and its Subsidiary Partnerships paid administrative fees to The Hamilton Company of approximately $1,942,000 inclusive of construction supervision and architectural fees of approximately $1,498,000, repairs and maintenance service fees of approximately $211,000, legal fees of approximately $104,000, brokerage fees of approximately $4,000 and $125,000 for accounting services.

In addition, the Partnership paid $24,000 to Ronald Brown for construction supervision services.

1 unchanged sentence

Saul Ewing LLP billed the Partnership for legal fees totaling $438,000, $115,000, and $121,000 for 2025, 2024, and 2023 respectively.

David Reier is a Director of New Real, Inc., who billed the Partnership approximately $9,000 for legal fees for 2025.

Additionally, the Hamilton Company received approximately $947,000 from the 40-50% owned Investment Properties of which approximately $760,000 was the management fee, approximately $143,000 was for construction supervision and architectural fees, approximately $28,000 was for maintenance services, and approximately $80,000 for legal services.

16 unchanged sentences

Unless otherwise indicated, each person listed below has sole voting and investment power with respect to the Units listed.

meeds updating currently from 12/24

General Partnership

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(Approximately 2.23% of the outstanding Class A Units).

(7) Consists of the Class A Units described in Notes (1) (5) above, plus NewReal, Inc., Jameson Brown and Ronald Brown, as indicated in the table.

(7) Consists of the Class A Units described in Notes (1) and (5) above, plus NewReal, Inc., Jameson Brown and Ronald Brown, as indicated in the table.

(8) Includes the Class B Units described in Note (2) above.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

To the Board of Directors and Partners of

New England Realty Associates Limited Partnership

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of New England Realty Associates Limited Partnership (the Partnership) as of December 31, 2025, and 2024, and the related consolidated statements of income, comprehensive income, partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

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A Partnership’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 Partnership’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 Partnership;

(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 Partnership are being made only in accordance with authorizations of management and directors of the Partnership;

A Partnership’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 Partnership;

(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 Partnership are being made only in accordance with authorizations of management and directors of the Partnership;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements.

6 unchanged sentences

Impairment of Investment Properties

As described in Notes 1 and 2 to the consolidated financial statements, the Partnership recognized an other than temporary impairment related to one investment property under development.

As described in Notes 1 and 2 to the consolidated financial statements, the Partnership recognized an other than temporary impairment related to one investment property.

The Partnership reviews the carrying value of investment properties on an annual basis or whenever events or changes in circumstances indicate a possible impairment.

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We performed the following procedures, among others, in connection with forming our overall opinion on the consolidated financial statements.

We tested management’s internal controls over the identification of potential investment property impairments, such as controls over the Partnership’s annual analysis of net operating income, as well as management review controls to identify potential events which could indicate impairment.

We tested management’s internal controls over the identification of potential investment property impairments, such as controls over the Partnership’s annual analysis of net operating income, as well management review controls to identify potential events which could indicate impairment.

We examined and evaluated (i) the Partnership’s net operating income trend analysis;

(ii) the completeness and accuracy of the underlying data used in management’s assessment of indicators of impairment;

and (iii) the reasonableness of significant assumptions and methods used in developing the undiscounted cash flow estimates.

and (iii) reasonableness of significant assumptions and methods used in developing the undiscounted cash flow estimates.

When the net operating income analysis indicated that additional analysis was required, we assessed whether the significant assumptions, including estimated holding period, rental revenues and operating expenses during the holding period, capital expenditures and rates of return used in determining the future undiscounted cash flows were reasonable.

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Rental Properties

Real Estate Assets Held for Sale

Cash and Cash Equivalents

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Other comprehensive income

Net unrealized gain (loss) on derivative instruments for interest rate swaps

Net unrealized (loss) gain on derivative instruments for interest rate swaps

Comprehensive income

See notes to consolidated financial statements

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

13 unchanged sentences

( 3,925,535 )

( 5,326,973 )

Net unrealized gain on derivative instruments for interest rate swaps

Net unrealized loss on derivative instruments for interest rate swaps

Balance December 31 , 2023

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( 1,669,131 )

Net unrealized loss on derivative instruments for interest rate swaps

Net unrealized gain on derivative instruments for interest rate swaps

Balance December 31, 2024

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Stock Buyback

( 1,335,855 )

( 1,669,131 )

Net unrealized gain on derivative instruments for interest rate swaps

Net unrealized loss on derivative instruments for interest rate swaps

Balance December 31, 2025

12 unchanged sentences

( 1,473,960 )

( 1,282,102 )

Interest Accrued on Treasury Bills

2 unchanged sentences

Proceeds from unconsolidated joint ventures

(Increase) Decrease in rents receivable

Increase (Decrease) in accounts payable and accrued expense

(Increase) in rents receivable

(Decrease) Increase in accounts payable and accrued expense

( 1,551,636 )

(Increase) in real estate tax escrow

( 1,081,983 )

(Increase) Decrease in prepaid expenses and other assets

( 2,163,830 )

Increase in advance rental payments and security deposits

16 unchanged sentences

( 17,244,054 )

( 12,457,016 )

Purchase of rental property

( 108,885,341 )

( 38,032,293 )

Net cash (used in) investing activities

4 unchanged sentences

Payment of financing costs

( 1,597,538 )

Proceeds of mortgage notes payable

6 unchanged sentences

( 3,925,535 )

( 5,326,973 )

Distributions to partners

2 unchanged sentences

( 9,954,888 )

Net cash (used in) provided by financing activities

( 15,973,426 )

Net cash provided by (used in) financing activities

( 15,973,426 )

Net (Decrease) in Cash and Cash Equivalents

( 16,569,114 )

Net Increase (Decrease) in Cash and Cash Equivalents

( 31,330,260 )

11 unchanged sentences

6 commercial properties, and individual units at one condominium complex.

These properties total 2,943 apartment units, 19 condominium units and approximately 131,000 square feet of commercial space.

These properties totalled 3,339 apartment units, 19 condominium units and approximately 145,000 square feet of commercial space.

Additionally, the Partnership also owns a 40 - 50 % interest in 7 residential and mixed use properties consisting of 688 apartment units, 12,500 square feet of commercial space and a 50 car parking lot.

The properties are located in Eastern Massachusetts and Southern New Hampshire.

As of February 1, 2026, the Partnership had 3,411 apartment units, including an apartment complex totaling 72 units at Mill Street Heights.

On January 28, 2026, the Partnership sold two commercial office buildings, located in Belmont, Massachusetts, totaling approximately 14,000 square feet, for the sale price of approximately $ 2,600,000 , incurring a loss of approximately $ 400,000 .

As a result of this transaction, as of February 1, 2026, the Partnership owned approximately 141,000 square feet of commercial space.

Basis of Presentation:

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The authoritative guidance on consolidation provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIE (the “primary beneficiary”).

Generally, the consideration of whether an entity is a VIE applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that equity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

The primary beneficiary is defined by the entity having both of the following characteristics:

(1) the power to direct the activities that, when taken together, most significantly impact the

Generally, the consideration of whether an entity is a VIE applies when either (1) the equity investors (if any) lack one or more of the essential

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

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DECEMBER 31, 2025

variable interest entity’s performance;

characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that equity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

The primary beneficiary is defined by the entity having both of the following characteristics:

(1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance;

and (2) the obligation to absorb losses and rights to receive the returns from VIE that would be significant to the VIE.

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We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2025

Rental Properties:

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Fully depreciated assets are removed from the accounts.

Rental properties are depreciated by both straight-line and accelerated methods over

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2024

their estimated useful lives.

Rental properties are depreciated by both straight-line and accelerated methods over their estimated useful lives.

Upon acquisition of rental property, the Partnership estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases, and (iii) tenant relationships.

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Derivative Instruments:

The Partnership measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending upon the Partnership’s rights or obligations under the applicable derivative contract.

For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings.

For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings.

Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are

The Partnership measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending upon the

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

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DECEMBER 31, 2025

recognized in earnings in the affected period.

Partnership’s rights or obligations under the applicable derivative contract.

For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings.

Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.

Income Taxes:

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Other comprehensive income (loss) includes items that are recorded in equity, such as effective portions of derivatives designated as cash flow hedges or unrealized holding gains or losses on marketable securities available for sale.

NERA had comprehensive income of approximately $173,000 in 2024, a comprehensive loss of approximately $59,000 in 2023, and comprehensive income of approximately $295,000 for 2022.

NERA had a comprehensive loss of approximately $ 198,000 in 2025, a comprehensive gain of approximately $ 173,000 in 2024, and a comprehensive loss of approximately $ 59,000 for 2023.

Income (Loss) Per Depositary Receipt:

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Advertising is expensed as incurred.

Advertising expense was $ 369,084 , $ 359,309 and $ 239,250 in 2024, 2023 and 2022, respectively.

Advertising expense was approximately $ 329,000 , $ 369,000 and $ 359,300 in 2025, 2024 and 2023, respectively.

Rental Property Held f or sale:

When assets are identified by management as held for sale, the Partnership discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.

The Partnership generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale.

If, in management’s opinion, the estimated net sales price, net of selling costs, of the assets which have been identified as held for sale is less than the carrying value of the assets, a valuation allowance is established.

The Partnership

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

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DECEMBER 31, 2025

generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale.

At December 31, 2025, two commercial office buildings, located in Belmont, Massachusetts were held for sale.

On January 28, 2026, the Partnership sold the two commercial office buildings, totaling approximately 14,000 square feet, for the purchase price of approximately $ 2,600,000 , incurring a loss of approximately $ 400,000 .

If circumstances arise that previously were considered unlikely and, as a result, the Partnership decides not to sell a property previously classified as held for sale, the property is reclassified as held and used.

2 unchanged sentences

The Partnership follows the policy of capitalizing interest as a component of the cost of rental property when the time of construction exceeds one year .

For the year ended December 31,2024, there was approximately $ 183,000 of capitalized interest.

For the years ended December 31, 2023 and 2022 there was no capitalized interest.

For the years ended December 31, 2025, 2024, and 2023 respectively there was approximately $ 1,042,000 , $ 183,000 and $ 0 of capitalized interest.

Extinguishment of Debt:

When existing mortgages are refinanced with the same lender and it is determined that the refinancing is substantially different then they are recorded as an extinguishment of debt.

However if it is determined that the refinancing is substantially the same then they are recorded as an exchange of debt.

The Partnership accounts for refinancings, modifications, and extinguishments of debt in accordance with ASC 470-50, Debt—Modifications and Extinguishments.

When existing mortgages or other borrowings are refinanced with the same lender, the Partnership evaluates whether the terms of the new debt are substantially different from those of the existing debt.

If the refinancing is determined to be substantially different, the transaction is accounted for as an extinguishment of debt, and any unamortized deferred financing costs, original issuance discounts or premiums related to the extinguished debt are written off and included in loss on extinguishment of debt.

If the refinancing is determined to be substantially the same, the transaction is accounted for as a modification (exchange) of debt, and no gain or loss is recognized.

The carrying amount of the existing debt is adjusted for any fees or costs incurred.

All refinancing qualify as extinguishment of debt.

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The Apartment Complexes and Condominium Units are located primarily in the metropolitan Boston area of Massachusetts.

Additionally, as of December 31, 2024, the Partnership and Subsidiary Partnerships owned two commercial shopping center in Framingham, commercial buildings in Newton and Brookline and commercial space in mixed-use properties in Boston, Brockton and Newton, all in Massachusetts.

As of February 1, 2026, the Partnership, with the apartment complex totaling 72 units at Mill Street Heights opened for occupancy, had 3,411 apartment units.

Additionally, as of December 31, 2025, the Partnership and Subsidiary Partnerships owned two commercial shopping centers in Framingham, commercial buildings in Newton and Brookline, commercial space in mixed-use properties in Boston, Brockton, Belmont and Newton, and two commercial office buildings in Belmont, all in Massachusetts.

These properties are referred to collectively as the “Commercial Properties.”

The Partnership also owned a 40 % to 50 % ownership interest in seven residential and mixed use complexes (the “Investment Properties”) at December 31, 2024 with a total of 688 units, accounted for using the equity method of consolidation.

See Note 15 for summary information on these investments.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

1 unchanged sentence

DECEMBER 31, 2025

The Partnership also owned a 40 % to 50 % ownership interest in seven residential and mixed use complexes (the “Investment Properties”) at December 31, 2025 with a total of 688 units, accounted for using the equity method of consolidation.

See Note 15 for summary information on these investments.

Rental properties consist of the following:

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( 182,892,842 )

* Includes Real Estate Assets held for sale

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

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DECEMBER 31, 2025

NEED 12/31/24 F/A SCHEDULE ADDNS / DELETIONS

Initial Cost to

8 unchanged sentences

Residential Apartments Boston, Massachusetts

Brighton 26 & Concord 90 NERA LLC Belmont,Massachusetts

Brookside Associates LLC Residential Apartments Woburn, Massachusetts

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Residential Apartments Lowell, Massachusetts

Hill Estates NERA, LLC , Belmont,Massachusetts

Residential / Commercial, Newton, Massachusetts

Mill Street Gardens, LLC Residential Apartments Woburn, Massachusetts

Mill Street Development,Woburn, Massachusetts

( 1,738,867 )

Mill Street Heights,Woburn, Massachusetts

NERA Dean St.

18 unchanged sentences

653 Worcester Rd, Framingham,Massachusetts

Shawmut Place LLC Boston, Massachuseyys

Shawmut Place LLC Boston, Massachusetts

(1) The initial cost to the Partnerships represents both the balance of mortgages assumed in September 1977, including subsequent adjustments to such amounts, and subsequent acquisitions at cost.

18 unchanged sentences

Balance, Ending

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement.

The additional advance under the Amended Agreement is in the amount of $ 80,284,000 , at a fixed interest rate of 4.33 %, payable on a monthly basis through July 31, 2032.

The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings.

The Partnership used the proceeds to pay down approximately $ 37,065,000 of existing debt secured by four properties, along with approximately $ 834,000 in prepayment penalties.

The remaining balance of approximately $ 42,404,000 will be used for general partnership purposes.

On November 30, 2021, New England Realty Associates Limited Partnership (the “Partnership”), entered into a Master Credit Facility Agreement ( the “Facility Agreement”) with KeyBank National Association (“KeyBank”) dated as of November 30, 2021, with an initial advance in the amount of $ 156,000,000 .

1 unchanged sentence

The Partnership used the proceeds to pay down approximately $ 65,305,000 of existing debt secured by 11 properties, along with approximately $ 2,700,000 in prepayment penalties, which was included in Other Loss in the

The remaining balance of approximately $ 89,000,000 will be used for general partnership purposes.

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement.

The additional advance under the Amended Agreement is in the amount of $ 80,284,000 , at a fixed interest rate of 4.33 %, payable on a monthly basis through July 31, 2032.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

1 unchanged sentence

DECEMBER 31, 2025

Consolidated Statements of Income.

The remaining balance of approximately $ 89,000,000 will be used for general partnership purposes.

On October 14, 2022, the Partnership entered into a loan agreement with Brookline Bank refinancing its loan on 659-665 Worcester Road, Framingham, MA.

The agreement pays down the loan on the existing debt, currently at $ 5,935,643 as of December 31,2024, extends the maturity until October 14, 2032, at a variable interest rate of SOFR rate, plus 1.7 % interest only for 2 years and amortizing using a thirty-year schedule for the balance of the term.

At closing, the Partnership entered into an interest rate swap contract with Brookline Bank with a notional amount equivalent to the underlying loan principal amortization, resulting in a fixed rate of 4.60 % through the expiration of the interest rate swap contract.

The agreement also allows for an earn out of up to an additional $ 1,495,454 once the property performance reaches a 1.35 x debt service coverage ratio and the loan to value equates to at most 65 %.

The Partnership purchased a commercial retail property of approximately 20,700 square feet, located at 653 Worcester Road in Framingham, Massachusetts for the sum of approximately $ 10,151,000 on January 18, 2023.

This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $ 59,000 .

From the purchase price, the Partnership allocated approximately $ 585,000 for in- place leases, and approximately $ 378,000 to the value of tenant relationships.

These amounts are being amortized over 12 and 156 months respectively.

The Partnership used the proceeds to pay down approximately $ 37,065,000 of existing debt secured by four properties, along with approximately $ 834,000 in prepayment penalties.

The remaining balance of approximately $ 42,404,000 was available for general partnership purposes.

On July 14, 2023, the Partnership purchased a 52 unit mixed use property in the South End neighborhood of Boston, MA comprised of three buildings at 26-30 Rutland Street, 105-117 West Concord Street and 475 Shawmut Avenue, and approximately 3,400 square feet of commercial space for a purchase price of approximately $ 27,500,000 .

1 unchanged sentence

From the purchase price, the Partnership allocated approximately $ 525,000 for in-place leases, approximately $ 61,000 to the value of tenant relationships and $ 241,000 to the value of below-market leases.

These amounts were being amortized over 12 and 36 months respectively.

On June 18, 2025, the Partnership, through its subsidiaries, purchased a mixed-use property comprising 396 residential units, and two commercial office buildings, in Belmont, Massachusetts for $ 175,000,000 .

Closing costs were approximately $ 218,000 .

The property acquisitions were financed through proceeds from the sale of U.S.

Treasury bills, additional borrowings on the Master Credit Facility of $ 40,000,000 , and proceeds of an interim mortgage loan of $ 67,500,000 .

On December 30, 2025, the Partnership refinanced the bridge loan with a $ 67,656,000 loan under the Facility Agreement.

From the purchase price, the Partnership allocated approximately $ 4,714,000 for in-place leases, approximately $ 305,000 to the value of tenant relationships and $ 1,165,000 to the value of below-market leases.

These amounts are being amortized over 12 and 36 months respectively.

In December, 2023, the Partnership received approval from MassHousing to construct a 72 unit apartment building in accordance with Chapter 40B to include 17 affordable units on the Mill Street Development site.

In addition, Mill Street Development deposited $ 75,000 into escrow to comply with the 40B project requirement of a cost certification of total development costs upon completion of the project.

The Partnership demolished the existing building structures in order to start construction in 2024.

With the vacating of tenants, and the resulting loss of future cash, Management recorded an impairment charge in 2023 of approximately $ 971,000 , the net book value of the building for the Mill Street Development property.

In order to comply with the permanent financing requirements for a 40B project, Mill Street Development signed a term sheet for a loan of up to $ 15 million, to be funded upon completion of the development project.

In addition, Mill Street Development deposited $ 75,000 into escrow to comply with the 40B project requirement of a cost certification of total development costs upon completion of the project.

On December 29, 2023, the Partnership signed a contract with a general contractor, NEI General Contracting, Inc., for the construction of the Mill Street Development project for approximately $ 29,700,000 .

It is anticipated that approximately $ 14,769,000 will be incurred in 2025.

As of December 31, 2024, the property, located at 57 Mill Street in Woburn, MA, and which will include 72 residential units comprising approximately 93,000 square feet, is estimated to be completed during the fourth quarter of 2025.

Total investment to date is approximately $ 15,231,000 million, and the total investment upon completion is anticipated to be approximately $ 30 million.

Project costs will initially be funded from Partnership reserves, but upon completion, the Partnership anticipates closing on a permanent loan, as required by MassHousing under the Chapter 40B program.

In connection with these requirements, the Partnership received a term sheet from Brookline Bank for a $ 15,000,000 loan to be funded upon completion of the project.

On December 29, 2023, the Partnership signed a contract with a general contractor, NEI General Contracting, Inc., for the construction of the Mill Street Development project, located at 57 Mill Street in Woburn, MA for approximately $ 29,700,000 .

The Partnership incurred approximately $ 16,959,000 in construction costs for the project in 2025.

Total investment as of December 31, 2025 was approximately $ 35 million.On December 23, 2025, the Partnership closed a $ 17,500,000 loan with Brookline Bank at an interest rate of 5.67 % interest only with a two year term.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

2 unchanged sentences

RELATED PARTY TRANSACTIONS

The Partnership’s properties are managed by an entity that is owned by the majority shareholder of the General Partner.

The management fee is equal to 4 % of gross receipts of rental revenue and laundry income on the majority of the Partnership’s properties and 3 % on Linewt.

The Partnership’s properties are managed by an entity that is owned by the majority shareholders of the General Partner.

The management fee is equal to 4 % of gross receipts of rental revenue and laundry income on the majority of the Partnership’s properties and 3 % on Linewt and Hill Estates and 2 % on Dexter Park.

Total fees paid were approximately $ 3,462,000 , $ 3,178,000 and $ 2,948,000 in 2025, 2024 and 2023, respectively.

1 unchanged sentence

In 2025, 2024 and 2023, approximately $ 1,942,000 , $ 1,032,000 and $ 1,289,000 , was charged to NERA for legal, accounting, construction, maintenance, rental and architectural services supervision of capital improvements and brokerage commissions.

Of the 2024 expenses referred to above, approximately $ 175,000 consisted of repairs and maintenance, $ 296,000 of administrative expense and approximately $ 57,000 for renting expenses.

Of the 2025 expenses referred to above, approximately $ 211,000 consisted of repairs and maintenance, $ 229,000 of administrative expense and approximately $ 4,000 for brokerage fees.

Approximately $ 1,498,000 of expenses for construction, architectural services and supervision of capital projects were capitalized in rental properties.

40 unchanged sentences

The Partnership has pledged tenant leases as additional collateral for certain of these loans.

Approximate annual maturities at December 31, 2024 are as follows:

2025—current maturities

unamortized deferred financing costs

On October 14, 2022, the Partnership refinanced its loan with Brookline Bank on 659-665 Worcester Road, Framingham, MA.

The loan extended the maturity until October 14, 2032, at a variable interest rate of SOFR rate, plus 1.7 % interest only for two years and amortizing using a thirty-year schedule for the balance of the term.

As part of the underlying loan’s earnout provision, on July 10, 2025 the Partnership financed an additional $ 682,520 at an interest rate of 5.97 % that will be conterminous with the existing loan.

On May 30, 2025, the Partnership borrowed $ 18,664,000 at a fixed interest rate of 5.84 %.

Proceeds were used to refinance the existing mortgage on Hamilton Highlands.

Also on May 30, 2025, the Partnership borrowed an additional $ 40,000,000 at a fixed rate of 5.99 %.

Proceeds were subsequently used for the purchase of Hill Estates.

Both advances were made from the existing Master Credit Facility as amended with KeyBank.

On June 18, 2025, the Partnership entered into an interim loan agreement with KeyBank for $ 67,500,000 at a floating interest rate of the SOFR rate plus 150 basis points.

Proceeds of the loan were used for the purchase of Hill

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

1 unchanged sentence

DECEMBER 31, 2025

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement.

The additional advance under the Amended Agreement is in the amount of $ 80,284,000 , at a fixed interest rate of 4.33 %.

The Partnership used the proceeds to pay down approximately $ 37,065,000 of existing debt secured by four properties, along with approximately $ 834,000 in prepayment penalties.

The remaining balance of approximately $ 42,404,000 will be used for general partnership purposes .

The breakout by property of the material balances in 2022 are as follows :

PROPERTY NAME

School Street

Westgate Apartments

Courtyard at Westgate

On October 14, 2022, the Partnership entered into a loan agreement with Brookline Bank refinancing its loan on 659-665 Worcester Road, Framingham, MA.

The agreement pays down the loan on the existing debt of $ 5,954,546 , which has amortized down to $ 5,935,643 as of December 31, 2024, and extends the maturity until October 14, 2032, at a variable interest rate of SOFR rate plus 1.7 % on an interest only basis for 2 years and amortizing on a thirty-year schedule for the balance of the term.

The agreement also allows for an earn out of up to an additional $ 1,495,45 4 once the property performance reaches a 1.35 x debt service coverage ratio and the loan to value equates to at most 65 %.

The loan was secured by a mortgage on the property and is limited guaranteed by the Partnership.

The loan was refinanced on December 30, 2025.

The loan is interest only, at 5.19 %, and a maturity date of December 30, 2035.

Approximate annual maturities at December 31, 2025 are as follows:

2026—current maturities

unamortized deferred financing costs

Line of Credit

3 unchanged sentences

The Partnership incurred a commitment fee of $ 125,000 .

The Partnership will be charged annually an unused line fee, equal to seventy-five basis points ( 0.75 %) between the difference of the maximum availability and the outstanding principal of the line of credit.

This fee will be waived for any period in which the Partnership maintains aggregate deposits of twenty million dollars with the Lender.

As of December 31, 2025, the Partnership was in compliance with the financial covenants and did not incur an unused line fee.

1 unchanged sentence

The line may not be used to pay dividends, make distributions or acquire equity interests of the Partnership.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2024

The line of credit is collateralized by varying percentages of the Partnership’s ownership interest in 29 of its Subsidiary Partnerships and Joint Ventures.

5 unchanged sentences

The Partnership has two classes of Limited Partners (Class A and B) and one category of General Partner.

Under the terms of the Partnership Agreement, distributions to holders of Class B Units and General Partnership Units must represent 19 % and 1 %, respectively, of the total units outstanding.

Under the terms of the Partnership Agreement, distributions to holders of Class B Units and General Partnership Units

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2025

must represent 19 % and 1 %, respectively, of the total units outstanding.

All classes have equal profit sharing and distribution rights, in proportion to their ownership interests.

1 unchanged sentence

In March 2026, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on March 31, 2026.

In addition to the quarterly distribution, there will be a special distribution of $ 96.00 per Class A unit ($ 3.20 per Receipt) payable on March 31, 2025.

In 2025, the Partnership paid an aggregate distribution of $ 144.00 per Unit ($ 4.80 per Receipt) for a total payment of $ 16,793,527 in 2025.

5 unchanged sentences

Distributions per Depositary Receipt

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2024

TREASURY UNITS

7 unchanged sentences

Repurchases of Depositary Receipts or Partnership Units pursuant to the Repurchase Program may be made by the Partnership from time to time in its sole discretion in open market transactions or in privately negotiated transactions.

On March 12, 2025, the General Partner authorized the President and Treasurer to cause the Partnership to repurchase, on the open market or otherwise, including through individually negotiated purchases and through a written trading plan that complies with the requirements of Rule 10b5-1, Depositary Receipts and Partnership Units in such quantities, at such prices, in such manner and on such terms and conditions as the Authorized Persons determine are in the best interests of the Partnership;

provided, however, that (i) the aggregate cost of Depositary Receipts and Partnership Units repurchased shall not exceed $5 million, (ii) no Depositary Receipts or Partnership Units shall be repurchased after the date that is 12 months after the effective date hereof, (iii) no Depositary Receipt shall be repurchased( the “Repurchase Plan”);

On March 12, 2025, the Board of Directors authorized the President and Treasurer to cause the Partnership to repurchase, on the open market or otherwise, including through individually negotiated purchases and through a written

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2025

trading plan that complies with the requirements of Rule 10b5-1, Depositary Receipts and Partnership Units in such quantities, at such prices, in such manner and on such terms and conditions as the Authorized Persons determine are in the best interests of the Partnership;

provided, however, that (i) the aggregate cost of Depositary Receipts and Partnership Units repurchased shall not exceed $ 5 million, (ii) no Depositary Receipts or Partnership Units shall be repurchased after the date that is 12 months after the effective date of the plan, (iii) no Depositary Receipt shall be repurchased in excess of $ 95 per depositary receipt ( the “Repurchase Plan”).

The Repurchase Plan requires the Partnership to repurchase a proportionate number of Class B Units and General Partner Units in connection with any repurchases of any Depositary Receipts by the Partnership based upon the 80 %, 19 % and 1 % fixed distribution percentages of the holders of the Class A, Class B and General Partner Units under the Partnership Agreement.

The Repurchase Plan shall be made in accordance with the terms of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall be made in accordance with all applicable laws and regulations in effect from time to time.

On March 11,2026, the General Partner authorized the President and Treasurer to renew the Repurchase Plan for one year.

From August 20, 2007 through December 31, 2025, the Partnership has repurchased 1,559,409 Depositary Receipts at an average price of $ 32.06 per receipt (or $ 961.80 per underlying Class A Unit), 4,609 Class B Units and 243 General Partnership Units, both at an average price of $ 1,302.00 per Unit, totaling approximately $ 56,911,000 , inclusive of brokerage fees paid by the Partnership.

3 unchanged sentences

The Partnership was required to repurchase 71.66 Class B Units and 3.78 General Partnership units at a cost of $ 155,261 and $ 8,244 respectively.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2024

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

Some of the legal and other expenses related to these proceedings are covered by insurance and none of these costs and expenses are expected to have a material adverse effect on the Consolidated Financial Statements of the Partnership.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2025

RENTAL INCOME

7 unchanged sentences

respectively, are approximately 33 % of the total commercial rental income.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2024

The following information is provided for commercial leases:

10 unchanged sentences

Included in rents receivable at December 31, 2025 is approximately $ 36,000 resulting from recognizing rental income from non-cancelable commercial leases with future rental increases on a straight-line basis.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2025

CASH FLOW INFORMATION

1 unchanged sentence

Cash paid for state income taxes was approximately $ 158,000 , $ 147,000 and $ 66,000 during the years ended December 31, 2025, 2024 and 2023 respectively.

In 2024, the Partnership acquired construction in progress through accounts payable and accruals, which represented a non-cash investing activity of approximately $2,774,000.

In 2022, 5 properties were involved in a non-cash financing activity of approximately $ 43,000,000 .

Interest capitalized amounted to approximately $ 183,000 for the year ended December 31,2024, with no capitalized interest recorded for the years ended December 31, 2023 and 2022.

In 2025 and 2024 , the Partnership acquired construction in progress through accounts payable and accruals, which represented a non-cash investing activity of approximately $ 354,000 and $ 2,774,000 respectively.

Interest capitalized amounted to approximately $ 1,042,000 and $ 183,000 for the years ended December 31, 2025 and 2024 respectively, with no capitalized interest recorded for the year ended December 31, 2023.

FAIR VALUE MEASUREMENTS

4 unchanged sentences

The Partnership considers all highly liquid investments purchased with original maturities of three months or less at the time of purchase to be cash equivalents.

Cash, cash equivalents, and restricted cash include cash held in checking,

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2024

Cash, cash equivalents, and restricted cash include cash held in checking, U.S.

Treasury Bills, and money market accounts.

9 unchanged sentences

At December 31, 2025 and 2024, the Partnership’s line of credit had an outstanding balance of zero .

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2025

The following methods and assumptions were used by the Partnership in estimating the fair value of its financial instruments:

14 unchanged sentences

*Net of unamortized deferred financing costs

Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2025 and 2024.

Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2025 and current estimates of fair value may differ significantly from the amounts presented herein.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

1 unchanged sentence

DECEMBER 31, 2025

Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2024 and 2023.

Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2024 and current estimates of fair value may differ significantly from the amounts presented herein.

DERIVATIVE FINANCIAL INSTRUMENTS

36 unchanged sentences

( 15,723,733 )

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2024

TAXABLE INCOME AND TAX BASIS

Taxable income reportable by the Partnership and includable in its partners’ tax returns is different than financial statement income because of different depreciation methods, different tax lives, other items with limited tax deductibility carryovers and timing differences related to prepaid rents, allowances and intangible assets at significant acquisitions.

Federal taxable income of approximately $ 21,102,000 was approximately $ 5,440,000 more than statement income for the year ended December 31, 2024.

Federal taxable income of approximately $ 5,081,000 was approximately $ 950,000 less than statement income for the year ended December 31, 2025.

The Federal cumulative tax basis of the Partnership’s real estate at December 31, 2025 is approximately $ 17,000,000 less than the statement basis.

The primary reasons for the difference in tax basis are accelerated depreciation, bonus depreciation and other timing differences.

The Partnership’s Federal tax basis in its joint venture investments is approximately $ 1,000,000 less than statement basis.

The Partnership’s Federal tax

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2025

basis in its joint venture investments is approximately $ 1,000,000 less than statement basis.

State taxable income may be significantly different due to different tax treatments for certain items.

1 unchanged sentence

These taxes are not significant and are recorded as operating expenses in the accompanying consolidates financial statements.

The following reconciles GAAP net income to taxable income:

The following reconciles GAAP net income to taxable income before other interest expense deductions:

For the year ended

5 unchanged sentences

Taxable income

*Includes amortization of in-place lease expense of approximately $ 2,662,000 for 2025, and approximately $ 829,000 for 2023.

The Partnership adopted the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes.

25 unchanged sentences

The Partnership will continue to account for the investment using the equity method of accounting, although the Partnership has no legal obligation to fund its’ share of any future operating deficiencies as needed.

At December 31, 2024, the balance on this mortgage before unamortized deferred financing costs is approximately $125,000,000 .

This investment, Hamilton Park Towers, LLC is referred to as Dexter Park.

At December 31, 2025, the balance on this mortgage before unamortized deferred financing costs is $ 125,000,000 .

On March 7, 2005, the Partnership invested $ 2,000,000 for a 50 % ownership interest in a building comprising 48 apartments, one commercial space and a 50 -car surface parking lot located in Boston, Massachusetts.

4 unchanged sentences

In August 2008, the Joint Venture restructured the mortgages on both parcels at Essex 81.

On September 28, 2015, Hamilton Essex Development, LLC paid off the outstanding mortgage balance of $ 1,952,286 .

The Partnership made a capital contribution of $ 978,193 to Hamilton Essex Development LLC for its share of the funds required for the transaction.

Additionally, the Partnership made a capital contribution of $ 100,000 to Hamilton Essex 81, LLC.

On September 30, 2015, Hamilton Essex 81, LLC obtained a new 10 year mortgage in the amount of $ 10,000,000 , interest only at 2.18 % plus the one month Libor rate .

The proceeds of the note were used to pay off the existing mortgage of $ 8,040,719 and the Partnership received a distribution of $ 978,193 for its share of the excess proceeds.

On September 30, 2025, the property was refinanced with a 10 year mortgage in the amount of $ 12,214,000 at a fixed rate of 5.61 % interest only.

The Joint Venture paid off the prior mortgage of approximately $ 10,000,000 with the proceeds of the new mortgage and held the remaining $ 2,210,000 at the property as cash reserves.

In December 2025, $ 1,000,000 of those reserves were distributed to their partners with the Partnership receiving $ 500,000 .The costs associated with the refinancing were approximately $ 170,000 .

As a result of the distribution, the carrying value of the investment fell below zero .

1 unchanged sentence

Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed.

At December 31, 2024, the balance on this mortgage before unamortized deferred financing costs is approximately $ 10,000,000 .

At December 31, 2025, the balance on this mortgage before unamortized deferred financing costs is $ 12,214,000 .

The investment in the parking lot is referred to as Hamilton Essex Development, LLC;

23 unchanged sentences

The cost associated with the refinancing was approximately $ 123,000 .

At December 31, 2024, the balance on this mortgage before unamortized deferred financing costs is approximately $ 6,000,000 .

At December 31, 2025, the balance on this mortgage before unamortized deferred financing costs is $ 6,000,000 .

In 2018, the carrying value of the investment fell below zero .

12 unchanged sentences

The costs associated with the refinancing were approximately $ 161,000 .

On August 23, 2023, Hamilton on Main Apartments, LLC (the “Borrower”), a 50 % owned joint venture of the Partnership, received notice from KeyBank, as servicer for the lender of a $ 16,900,000 loan, indicating that the Borrower failed to comply with certain terms of the loan documents pertaining to the transfer of interests in the Borrower that occurred on the occasion of Harold Brown’s death, and that such transfer constitutes an event of default under the loan documents.

While the Borrower has disputed that any events of default actually exist, it worked diligently with KeyBank to obtain KeyBank’s consent to the transfer.

On March 8, 2024, the Borrower received notice from KeyBank that it was providing ex-post facto consent to the transfer of interest subject to certain conditions being met by the Borrower.

The Partnership’s share of costs associated with the transfer of interests in the Borrower was approximately $ 107,000 .

On April 18, 2024 the Borrower and KeyBank executed amended loan documents reflecting the transfer of interest in the Borrower.

65 unchanged sentences

( 5,120,334 )

Other(Expense)

( 7,719,078 )

Interest income

1 unchanged sentence

( 4,961,629 )

( 7,480,011 )

Net (Loss) Income

112 unchanged sentences

( 7,149,981 )

Other Expenses

Interest Income

34 unchanged sentences

( 15,317,778 )

Net Income Per Unit

Net Income Per Depositary Receipt

( 1,392,516 )

Net Income (Loss) Per Unit

Net Income (Loss) Per Depositary Receipt

Three Months Ended

15 unchanged sentences

In March 2026, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on March 31, 2026.

In addition to the quarterly distribution, there will be a special distribution of $ 96.00 per Class A unit ($ 3.20 per Receipt) payable on March 31, 2025.

On January 28, 2026, the Partnership sold two commercial office buildings, located in Belmont, Massachusetts, totaling approximately 14,000 square feet, for the sales price of approximately $ 2,600,000 ,

incurring a loss of approximately $ 400,000 .

QUALIFYING ACCOUNTS

78 unchanged sentences

Assignment of Leases and Rents and Security Agreement and Fixture Filings dated June 16, 2022 by and between New England Realty Associates Limited Partnership and KeyBank National Association.(43)

Multifamily Note, Mortgage, Assignment of Leases and Rents and Security Agreement and Fixture Filings dated June 16, 2022 by and between New England Realty Associates Limited Partnership and KeyBank National Association.(44)

Purchase and Sale Agreement, dated April 15, 2025, between New England Realty Associates Limited Partnership and Oak Realty and Service Company, LLC, Vale Realty and Service Company, LLC and Digiovanni Bros., Inc.(44)

Reaffirmation, Joinder and Second Amendment to Master Credit Facility Agreement to the Master Credit Facility Agreement dated as of November 30, 2021, by and between KeyBank National Association as the Lender, and New England Realty Associates Limited Partnership as the Borrower, entered into as of May 30, 2025.(45)

Assignment of Interest Under Multifamily Mortgage, Assignment of Leases and rents, Security Agreement and Fixture Filing from KeyBank National Association to Fannie Mae, dated May 30, 2025.(46)

Interim Loan Agreement, dated June 18, 2025, by and between Hill Estates Nera, LLC a Delaware limited liability company and KeyBank National Association, a national banking association.(47)

Promissory Note, dated June 18, 2025, by Hill Estates Nera, LLC, a Delaware limited liability company in favor of KeyBank National Association, a national banking association.(48)

Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated June 18, 2025, by Hill Estates Nera, LLC, a Delaware limited liability company, in favor of KeyBank National Association, its successors and assigns.(49)

Limited Recourse Guaranty Agreement, effective as of June 18, 2025, by New England Realty Associates Limited Partnership, a Massachusetts limited partnership, in favor of KeyBank National Association, a national banking association, its successors, participants, and assigns.(50)

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Ronald Brown, Principal Executive Officer of the Partnership (President and a Director of New Real, Inc., sole General Partner of the Partnership)

1 unchanged sentence

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Ronald Brown, Principal Executive Officer of the Partnership (President and a Director of NewReal, Inc., sole General Partner of the Partnership) and Jameson Brown, Principal Financial Officer of the Partnership (Treasurer and a Director of NewReal, Inc., sole General Partner of the Partnership).

Insider Trading Policy of the Partnership

List of New England Realty Associates Limited Partnership Subsidiary Partnerships

New England Realty Associates Limited Partnership Clawback Policy

38 unchanged sentences

(36) Incorporated herein by reference to Exhibit 10.32 to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 12, 2020

(37) Incorporated herein by reference to Exhibit 10.33 to the Partnership’s Form 10-K as filed with the Securities and

Exchange Commission on March 12, 2020

(37) Incorporated herein by reference to Exhibit 10.33 to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 12, 2020

(38) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on December 6, 202 1

4 unchanged sentences

(43) Incorporated herein by reference to Exhibit 10.2.1 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on June 22, 2022.

(44) Incorporated herein by reference to Exhibit 1.01 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on April 17, 2025.

(45) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Form 8-K-A as filed with the Securities and Exchange Commission on June 13, 2025.

(46) Incorporated herein by reference to Exhibit 10.2.

to the Partnership’s Form 8-K-A as filed with the Securities and Exchange Commission on June 13, 2025.

(47) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on June 13, 2025.

(48) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on June 25, 2025.

(49) Incorporated herein by reference to Exhibit 10.3 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on June 25, 2025.

(50) Incorporated herein by reference to Exhibit 10.4 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on June 25, 2025.

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.

32 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures