Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. We have evaluated the design and operation of our disclosure controls and procedures to determine whether they are effective in ensuring that the disclosure of required information is timely made in accordance with the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and forms of the Securities and Exchange Commission. This evaluation was made under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of our General Partner as of the end of the period covered by this annual report on Form 10-K. The CEO and CFO have concluded, based on their reviews, that our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e), are effective to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Management’s Report on Internal Control over Financial Reporting. We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15-15(f) under the Exchange Act. We assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control—Integrated Framework (2013)”. Based on that assessment and those criteria, our management, with the participation of the CEO and CFO of the General Partner concluded that our internal control over financial reporting is effective as of December 31, 2025.
We believe that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025 has been audited by Miller Wachman LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the fourth quarter of 2025 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATIO N
Director and Officer Trading Arrangements
During the three months ended December 31, 2025, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10 b 5 -1(c) or any “non-Rule 10 b 5 -1 trading arrangement”.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
Not Applicable
PART II I
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANC E
New Real, a Massachusetts corporation and our General Partner, was owned, as of December 31, 2023, by the estate of Harold Brown and by Ronald Brown. The estate was closed on January 2, 2024, whereupon the capital stock of NewReal previously owned by the estate of Harold Brown were transferred to JPB Real Estate LLC and Maisie Brown LLC, entities controlled by Jameson Brown and Harley Brown respectively, with each entity acquiring 37.5% of the voting control of NewReal at that time. Harold Brown and his brother Ronald Brown were individual general partners of the Partnership until May 1984, when NewReal, Inc. replaced them as the sole General Partner of the Partnership. The General Partner is responsible for making all decisions and taking all action deemed by it necessary or appropriate to conduct the business of the Partnership.
The General Partner engages The Hamilton Company to manage the properties of the Partnership and its Subsidiary Partnerships. Hamilton is wholly owned by JPB Real Estate LLC and Maisie Brown LLC, entities controlled by Jameson Brown and Harley Brown, respectively. See “Item 11. Executive Compensation” for information concerning fees paid by the Partnership to Hamilton during 2025.
Because the General Partner has engaged The Hamilton Company as the manager for the Properties, the General Partner has no employees.
The directors of the General Partner are Ronald Brown, Jameson Brown, Martina Alibrandi, David Aloise, Andrew Bloch, Sally Michael, and David Reier. The directors of the General Partner hold office until their successors are duly elected and qualified.
Ronald Brown and Jameson Brown hold all of the executive officer positions of the General Partner.
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The executive officers of the General Partner serve at the pleasure of the Board of Directors. On June 14, 2001, the Board of Directors created an Audit Committee, in accordance with Section 3(a)(58)(A) of the Exchange Act, consisting of three members, and approved the charter of the Audit Committee. As of December 31, 2025, the Audit committee consisted of two members, Martina N. Alibrandi and David Aloise. The Board of Directors has determined that Ms. Alibrandi and Mr. Aloise are audit committee financial experts, as that term is defined in Item 407 of Securities and Exchange Commission Regulation S-K.
The following table sets forth the name and age of each director and officer of the General Partner and each such person’s principal occupation and affiliation during the preceding five years .
Name and Position
Age
Other Position
Ronald Brown, President and Director (since 1984)
90
Co-General Partner since the Partnerships formation in 1977. Associate, Hamilton Realty Company (since 1967); President, Treasurer, Clerk and Director of R. Brown Partners Inc. (since 1985), a real estate management company; Member, Greater Boston Real Estate Board (since 1981); Director, Brookline Chamber of Commerce (since 1978); Trustee of Reservations (since 1988); Director, Brookline Music School (1997-2004); President, Brookline Chamber of Commerce (1990-1992); Director, Coolidge Corner Theater Foundation (1990-1993); President, Brookline Property Owner’s Association (1981-1990); Trustee, Brookline Hospital (1982-1989); Director, Brookline Symphony Orchestra (1996-2002); Director and Treasurer, Brookline Greenspace Alliance (since 1999). Mr. Brown is a graduate of Northeastern University earning a B.A. degree in Mechanical Engineering and an M.S. degree in Engineering Management. Based on Mr. Brown’s ownership interest in the Partnership, ownership interest in the Partnership’s General Partner, years of experience in the real estate industry and as a long standing member of the Board of Directors, the Board of Directors concluded that Mr. Brown has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors.
Jameson Brown, Treasurer and Director (since 2019)
39
Chief Executive Officer and Chief Operating Officer, The Hamilton Company, Inc. Manager and developer of Residential and Commercial Real Estate (Since 2018); Vice President, Acquisitions and Property Management, The Hamilton Company, Inc. (2016-2018);Vice President, Acquisitions and Development, The Hamilton Company, Inc. (2014-2016);Trustee, The Hamilton Company Charitable Foundation ( since 2011); Chairman, The Hamilton Company Charitable Foundation (2011-2016). Mr. Brown is a graduate of Tulane University, earning a B.A. degree in Management. Based on Mr. Brown’s experience in the real estate industry, the Board of Directors concluded that Mr. Brown has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
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Name and Position
Age
Other Position
David Aloise,
Director (since 2007)
71
Director and Chairman of the Partnership’s Audit Committee. Founder and principal of Aloise & Associates, LLC (since 2000), a consulting firm that provides advisory, training, and credit risk management services; BankBoston Corporation (1979-2000) Department Head of Commercial Loan Workout, Managing Director Small Business Banking, Vice President Restructured Real Estate, Vice President C & I Loan Workout. Prior experience includes Board of Trustees New England Banking Institute; Advisory Board Member Wells Fargo Retail Finance, LLC; Senior Advisor to Eaton Vance Bank Loan Mutual Fund Group; Director and Audit Committee Member AGF Global,Inc.; Director, Audit and Compensation Committee Member David’s Bridal, 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. Mr. Aloise is a graduate of Boston College, Carroll School of Management, and the National Commercial Lending Graduate School, University of Oklahoma. Based on Mr. Aloise’s experience in banking, credit markets, small business management and business turnarounds, the Board of Directors concluded that Mr. Aloise has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors.
Andrew Bloch,
Director (since 2019)
63
Co-Chief Executive Officer and Chief Financial Officer, The Hamilton Company, Inc. Manager and developer of Residential and Commercial Real Estate (2018- 2022); Chief Financial Officer, The Hamilton Company, Inc. (1998-2022);Vice President, Hamilton Financial, The Hamilton Company, Inc. (1996-1997); Mr. Bloch is a graduate of Hobart College, earning a B.A. degree in Economics and a graduate of Bentley University, earning a M.B.A. degree. Based on Mr. Bloch’s experience in the real estate industry, the Board of Directors concluded that Mr. Bloch has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
Martina Alibrandi
Director (since 2022)
66
Founder and principal of Martina N. Alibrandi CPA, PC (since 1987), a CPA firm that specializes in tax preparation and planning for mid-size businesses and high net worth individuals. Ms. Alibrandi is a licensed CPA in Massachusetts; a graduate of Boston College, Carroll School of Management, earning a B.S degree in accounting. Ms. Alibrandi worked for Ernst & Young in New York and Boston (1981-1987) before starting her own accounting practice; New England Realty Associates (NERA) was a client of Ms. Alibrandi (1989-2014) and she was involved in the preparation of the quarterly and annual filings to the SEC; Ms Alibrandi was the Chief Operating Officer of MediVector, Inc. a Boston based drug development company (2014 – 2016); Board Member and Treasurer of Sancta Maria Nursing Facility in Cambridge (2021-2024); leasing consultant to Sancta Maria Nursing Facility (2018-2024) which involves the leases of commercial space at the facility. Ms. Alibrandi is a licensed CPA in Massachusetts and Florida. Based on Ms. 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.
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Name and Position
Age
Other Position
Sally Michael,
Director (since 2019)
63
Director of the General Partner. Partner of the law firm Saul Ewing LLP. A member of the Board of Trustees of the Boston Home. Licensed to practice law in Massachusetts and Rhode Island. Ms. Michael is a graduate of Brandies University, earning a B.A. degree, and holds a J.D. degree from Suffolk University. Based on Ms. Michael’s experience providing legal representation to companies in the real estate industry, the Board of Directors concluded that Ms. Michael has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
David Reier,
Director (since 2021)
72
Director of the General Partner. Retired Partner of the Boston office of the national law firm Arent Fox LLP. Mr. Reier is licensed to practice law in Massachusetts and is admitted to practice in the U.S. District Court, District of Massachusetts, U.S. Bankruptcy Court, District of Massachusetts, Supreme Court of the United States and U.S. Court of Federal Claims. Mr. Reier holds a Ph.D. degree from the University of California, Berkeley, and a J.D. from Harvard Law School. Based on Mr. Reier’s experience providing legal representation to companies in a range of industries, including real estate, the Board of Directors concluded that Mr. Reier has the requisite experience, qualifications, capabilities and the skills necessary to serve as a member of the Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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
The Partnership, its General Partner and Hamilton, the Partnership’s management company, have adopted a Code of Business Conduct and Ethics, which constitutes a “Code of Ethics” as defined by the Securities and Exchange Commission and applies to executive officers as well as to all other employees. A copy of the Code of Business Conduct and Ethics is available in the “NERA” section of Hamilton’s website at www.thehamiltoncompany.com. 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.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of NewReal Inc., the General Partner, is currently comprised of David Aloise, and Martina Alibrandi, each of whom is an independent director of NewReal. The Audit Committee operates under a written charter. In March 2022, the Audit Committee charter was amended to clarify that the Audit Committee may consist of two members if a two member committee is permitted under applicable securities laws and the listing standards of the exchange on which the Partnership’s securities are listed. The listing rules of the NYSE MKT Exchange permit smaller reporting companies such as the Partnership to maintain an audit committee with two members.
The Partnership’s management, which consists of the General Partner, is responsible for the preparation of the Partnership’s financial statements and for maintaining an adequate system of internal controls and processes for that purpose. Miller Wachman LLP (“Miller Wachman”) acts as the Partnership’s independent auditor and is responsible for conducting an independent audit of the Partnership’s annual financial statements and the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025 in accordance with the standards of the Public Company Accounting Oversight Board (United States), and issuing a report on the results of their audit. The Audit Committee is responsible for providing independent, objective oversight of both of these processes.
The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2025 with management of the Partnership and with representatives of Miller Wachman. As a result of these discussions, the Audit Committee believes that the Partnership maintains an effective system of accounting controls that allow it to prepare financial statements that fairly present the Partnership’s financial position and results of its operations. Discussions with Miller Wachman also included the matters required by Statement on Auditing Standard No. 16 (Communications with Audit Committee).
In addition, the Audit Committee reviewed the independence of Miller Wachman. We received written disclosures and a letter from Miller Wachman regarding its independence as required by Independent Standards Board Standards No. 1 and discussed this information with Miller Wachman.
Based on the foregoing, the Audit Committee has recommended that the audited financial statements of the Partnership for the year ended December 31, 2025 be included in the Partnership’s annual report on form 10-K to be filed with the Securities and Exchange Commission.
David Aloise
Martina Alibrandi
ITEM 11. EXECUTIVE COMPENSATIO N
The Partnership does not have “Executive Compensation.” As more fully described below, the Partnership employs The Hamilton Company, a management company, to which it pays management fees and administrative fees.
The Partnership is not required to and did not pay any compensation to its officers or the officers and directors of the General Partner in 2025. As more fully described below, the Partnership employs The Hamilton Company, which is solely responsible for performing all management and policy making functions for the Partnership. 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 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
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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. See “Item 10. Directors and Executive Officers of the Registrant.” The total Management Fee paid to The Hamilton Company during 2025 was approximately $3,462,000. The management services provided by The Hamilton Company include but are not limited to: collecting rents and other income; approving, ordering and supervising all repairs and other decorations; terminating leases, evicting tenants, purchasing supplies and equipment, financing and refinancing properties, settling insurance claims, maintaining administrative offices and employing personnel. 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.
Sally Michael is a Director of NewReal, Inc., and she is a partner of Saul Ewing LLP. 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. The Advisory Committee held 4 meetings during 2025, and a total of $18,000 was paid for attendance and participation in such meetings. Additionally, the Audit Committee held 4 meetings in 2025 and a total of $80,000 was paid for attendance and participation in such meetings.
Compensation Committee Interlocks and Insider Participation
The Board of Directors of our General Partner does not have a compensation committee. No member of the Board of Directors was at any time in 2025 or at any other time an officer or employee of the General Partner other than Jameson Brown, the Treasurer of the Partnership, the Chief Financial Officer and a director of the General Partner, and the Chief Executive Officer of The Hamilton Company; and Ronald Brown, a director and the President of the General Partner, and a director of the Partnership. No member had any relationship with the Partnership requiring disclosure as a related-person transaction under Item 404 of Regulation S-K. No other officer of the General Partner has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board of Directors of the General Partner at any time in 2025.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMEN T AND RELATED STOCKHOLDER MATTERS
As of March 12, 2026, except as listed below, the General Partner was not aware of any beneficial owner of more than 5% of the outstanding Class A Units or the Depositary Receipts, other than Computershare, which, under the Deposit Agreement, as Depositary, is the record holder of the Class A Units exchanged for Depositary Receipts. As of March 12 2026, pursuant to the Deposit Agreement, Computershare was serving as the record holder of the Class A Units with respect to which 2,749,416 Depositary Receipts had been issued to approximately 1,850 holders. As of March 12, 2026, there were issued and outstanding 1,337 Class A Units (not including the Depositary Receipts) held by 105 registered unit holders, 22,084 Class B Units and 1,162 General Partnership Units held by the persons listed below. During 2025, 80 Class A Units were exchanged for Depositary Receipts.
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The following table sets forth certain information regarding each class of Partnership Units beneficially owned as of December 31, 2025 by (i) each person known by the Partnership to beneficially own more than 5% of any class of Partnership Units, (ii) each director and officer of the General Partner and (iii) all directors and officers of the General Partner as a group. For purposes of this table, all Depositary Receipts are included as if they were converted back into Class A Units. The inclusion in the table below of any Units deemed beneficially owned does not constitute an admission that the named persons are direct or indirect beneficial owners of such Units. Unless otherwise indicated, each person listed below has sole voting and investment power with respect to the Units listed.
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meeds updating currently from 12/24
Class A
Class B
General Partnership
% Of
% Of
% Of
Number of
Outstanding
Number of
Outstanding
Number of
Outstanding
Units
Units
Units
Units
Units
Units
Beneficially
Beneficially
Beneficially
Beneficially
Beneficially
Beneficially
Directors and Officers
Owned
Owned
Owned
Owned
Owned
Owned
Jameson Brown
33
(1) (6)
0.04
% (1) (6)
16,573
(2)
75
% (2)
c/o New England Realty Associates
(5)
(5)
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
Harold Brown 2013 Revocable Trust
—
—
(3)
100
% (3)
c/o Saul Ewing LLP
131 Dartmouth Street
Boston, MA 02116
HBC Holdings, LLC
17,262
(1)
(1)
(2)
(2)
—
—
39 Brighton Avenue
Allston, MA 02134
Ronald Brown
3,087
(4) (6)
3.32
% (4) (6)
5,524
25
%
(3)
100
% (3)
c/o New England Realty Associates
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
Martina Alibrandi
—
—
—
—
—
—
341 Beacon Street Unit 4A
Boston, MA 02116
David Aloise
—
—
—
—
—
—
241 Cottage Park Road
Winthrop, MA 02152
Andrew Bloch
—
—
—
—
—
—
6 Oxbow Road
Wayland,MA. 01778
Sally Michael
9,583
(1) (5) (6)
(1) (5) (6)
(2)
(2)
(3)
100
% (3)
4 Park Road
Sharon.MA. 02067
David Reier
—
—
—
—
—
—
7 Wheeler Road
Lexington,Ma. 02420
NewReal, Inc.
333
0.36
%
—
—
1,163
100
%
39 Brighton Avenue
Allston, MA 02134
All directors and officers as a group
30,298
(7)
32.56
% (7)
22,097
(8)
100
% (8)
1,163
(3)
100
% (3)
5% Owners that are not Directors and Officers
Maura Brown
4,885
5.25
%
—
—
—
—
39 Brighton Avenue
Alston, MA 02134
(1) As of December 31, 2025, 517,849 Depositary Receipts are held of record by HBC Holdings, LLC (HBC). Jameson Brown and Sally Michael are the managers of HBC with joint voting and dispositive control over the Depositary Receipts. Accordingly, Mr. Brown and Ms. Michael may be deemed to beneficially own the Depositary Receipts held by HBC. Because a Depositary Receipt represents beneficial ownership of one-thirtieth of a Class A Unit, HBC was deemed to beneficially own approximately 17,262 Class A Units. (Approximately 18.55% of the outstanding Class A Units).
(2) Consists of Class B Units held by HBC. See Note (1) above. Jameson Brown and Sally Michael as Managers, have voting and investment power over the Class B Units held by the LLC, subject to the provisions of the LLC, and thus may be deemed to beneficially own the Class B Units held by HBC.
(3) Since Jameson Brown and Ronald Brown are the controlling stockholders, executive officers and directors of NewReal, Inc., they may be deemed to beneficially own all of the General Partnership Units held of record by NewReal. The estate was settled on January 2, 2024, giving Jameson Brown and Harley Brown each 37.5% ownership of NewReal.
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(4) Consists of 92,600 Depositary Receipts held of record jointly by Ronald Brown and his wife. Because a Depositary Receipt represents beneficial ownership of one-thirtieth of a Class A Unit, Ronald Brown may be deemed to beneficially own approximately 3,087 Class A Units. (Approximately 3.31% of the outstanding Class A Units).
(5) Consists of 287,500 Depositary Receipts held by HJB 2009 Holdings, LLC. HJB 2009 Holdings LLC is owned 50% by JPB Real Estate LLC, an entity owned by Jameson Brown, and 50% by Maisie Brown LLC, an entity owned by Harley Brown. Sally Michael is the Manager. Accordingly, Jameson Brown, Sally Michael, and Harley Brown may be deemed to beneficially own the Depositary Receipts held by the LLC. Because a Depositary Receipt represents beneficial ownership of one thirtieth of a Class A Unit, the Trusts collectively may be deemed to beneficially own approximately 9,583 Class A Units. (Approximately 10.27% of the outstanding Class A Units).
(6) Does not include 62,190 Depositary Receipts held by the Hamilton Company Charitable Foundation. Jameson Brown and Ronald Brown are trustees of the foundation and jointly have voting and dispositive control over the Depositary Receipts. Accordingly, the Browns may be deemed to beneficially own the Depositary Receipts held by the Foundation. Because a Depositary Receipt represents beneficial ownership of on thirtieth of a Class A Unit, the Foundation may be deemed to beneficially own approximately 2,073 Class A Units. (Approximately 2.23% of the outstanding Class A Units).
(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.
On November 13, 2000, the Partnership adopted a Policy for Establishment of Rule 10b5-1 Trading Plans. Pursuant to this Policy, the Partnership authorized its officers, directors and certain employees, shareholders and affiliates who are deemed “insiders” of the Partnership to adopt individual plans for trading the Partnership’s securities (“Trading Plans”), and established certain procedural requirements relating to the establishment, modification and termination of such Trading Plans. The Partnership does not have any securities authorized for issuance pursuant to any equity compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTO R INDEPENDENCE
Jameson Brown is the nephew of Ronald Brown.
Jameson Brown and Sally Michael are the managers of HBC Holdings, LLC, which owns 17,262 Class A units of the Partnership, and 75% of the Class B units of the Partnership.
JPB Real Estate LLC and Maisie Brown LLC, entities beneficially owned by Jameson Brown and Harley Brown, together own HJB 2009 Holdings, LLC, which is managed by Sally E. Michael and owns 9,583 Class A units of the Partnership.
Jameson Brown and Ronald Brown are Trustees of the Hamilton Company Charitable Foundation, which owns 2,073 Class A units of the Partnership.
David Aloise and Martina Alibrandi are determined to be independent under the rules of the NYSE Amex Exchange and the Securities and Exchange Commission. The board holds regularly scheduled meetings.
The Partnership’s written policy with respect to the review and approval of related party transactions is governed by the Partnership Agreement which assigns the Advisory Committee with the responsibility to approve or reject all proposed acquisitions and investments with or from the General Partner or an affiliate. Related parties are identified by the officers of Hamilton and material transactions are reported to and reviewed by the Audit Committee on a quarterly basis.
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The Partnership invested approximately $34,885,000 in seven limited liability companies formed to acquire Investment Properties. The Partnership has a 40% - 50% ownership interest in each of these limited liability companies accounted for on the equity method of consolidation. The majority stockholder of the General Partner owns between 47.6% and 59% and five current and former employees of Hamilton own between 0% and 2.4% in each of the Investment Properties. See Note 15 of the consolidated financial statements for a description of the Investment Properties .
See also “Item 2. Properties,” “Item 10. Directors and Executive Officers of the Registrant” and “Item 11. Executive Compensation” for information regarding the fees paid to The Hamilton Company, an affiliate of the General Partner.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICE S
Miller Wachman LLP served as the Partnership’s independent accountants for the fiscal year ended December 31, 2025 and has reported on the 2025 Consolidated Financial Statements. Aggregate fees rendered to Miller Wachman LLP for the years ended December 31, 2025 and 2024 were as follows:
2025
2024
Audit Fees
Recurring annual audits and quarterly reviews
$
326,000
$
326,000
Subtotal
326,000
326,000
Tax Fees
Recurring tax compliance for the Partnership, 19 subsidiary Partnerships and 18 General Partnerships
125,000
125,000
Subtotal
125,000
125,000
Total Fees
$
451,000
$
451,000
The Audit Committee’s charter provides that it has the sole authority to review in advance and grant any pre-approvals of (i) all auditing services to be provided by the independent auditor, (ii) all significant non-audit services to be provided by the independent auditors as permitted by Section 10A of the Securities Exchange Act of 1934, and (iii) all fees and the terms of engagement with respect to such services. All audit and non-audit services performed by Miller Wachman during fiscal 2025 and 2024 were pre-approved pursuant to the procedures outlined above.
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PART I V
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE S
(a)
1. Financial Statements:
The following Financial Statements are included in this Form 10- K:
Report of Independent Registered Public Accounting Firm (PCAOB ID 566 )
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Income for the Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Changes in Partners’ Capital for the Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2043 and 2023
Notes to Consolidated Financial Statements
2. Consolidated Financial Statement Schedules:
Financial statement schedules are omitted because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto.
(b)
Exhibits:
The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index included herewith.
ITEM 16. Form 10-K Summary
Not applicable
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
Basis for Opinion
The Partnership’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements and an opinion on the Partnership’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Partnership Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
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
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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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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. The Partnership reviews the carrying value of investment properties on an annual basis or whenever events or changes in circumstances indicate a possible impairment. Events or circumstances that may prompt a review of the carrying value of investment properties may include a significant decrease in the anticipated market price of the investment property, an adverse change to the extent or manner in which an asset may be used, or a significant change in its physical condition or damage due to catastrophic event.
The Partnership reviews its investment properties for potential impairment through an analysis of net operating income. In the event that any impairment indicators are present, the Partnership undertakes additional analyses utilizing expected undiscounted future cash flows, expected disposition proceeds for a given asset and anticipated rates of return for its recent acquisitions. Forecasting of cash flows requires management to make estimates and assumptions about such variables as the anticipated holding period, rental revenues and operating expenses during the holding period, capital expenditures and rates of return.
The principal consideration for our determination that the impairment of investment properties is a critical audit matter is that it involves a high degree of subjectivity in evaluating management's estimates used in determining the undiscounted cash flow estimates. 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 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) 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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Evaluation of the identification of related parties and related party transactions
As discussed in Note 3 to the consolidated financial statements, The General Partner engages The Hamilton Company, Inc. to manage the properties of the Partnership and its Joint Ventures. The Hamilton Company, Inc. is wholly owned by Brown family related entities. In addition, The Partnership shares ownership of seven of its Joint Ventures with the Brown family related entities. Each of these entities is a related party. The Partnership has entered a number of transactions with the Hamilton Company, Inc. including property management services and other professional services such as legal, accounting and construction. These fees are permitted by the Partnership Agreement.
We identified the evaluation of the identification of related parties and related party transactions as a critical audit matter. Auditor judgment was involved in assessing the sufficiency of the procedures performed to identify related parties and related party transactions of the Partnership.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s related party process, including controls over the identification of the Partnership’s related party relationships and transactions. We read agreements and contracts between the Partnership and related parties; queried the accounts payable system for transactions with related parties; evaluated the Partnership’s reconciliation of its applicable accounts to the related parties’ records of transactions and balances; read the Partnership’s minutes from meetings of the Board of Directors and related committees; inquired with executive officers, key members of management, and the Audit Committee of the Board of Directors regarding related party transactions; and read public filings, external news and research sources for information related to transactions between the Partnership and related parties.
/s/ Miller Wachman LLP
We have served as the Partnership’s auditor since 1993.
Boston, MA
March 13, 2026
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
2025
2024
ASSETS
Rental Properties
$
458,779,526
$
278,516,649
Real Estate Assets Held for Sale
2,608,526
—
Cash and Cash Equivalents
26,668,978
17,615,940
Rents Receivable
1,428,053
1,220,761
Real Estate Tax Escrows
3,057,689
2,598,073
Investment in U.S. Treasury Bills
—
83,586,405
Prepaid Expenses and Other Assets
11,381,248
8,553,360
Investments in Unconsolidated Joint Ventures
1,407,171
1,417,470
Total Assets
$
505,331,191
$
393,508,658
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable
$
527,596,823
$
406,205,910
Distribution and Loss in Excess of Investment in Unconsolidated Joint Venture
30,795,117
30,531,881
Accounts Payable and Accrued Expenses
8,866,529
9,004,962
Advance Rental Payments and Security Deposits
12,288,303
10,199,807
Total Liabilities
579,546,772
455,942,560
Commitments and Contingent Liabilities (Notes 3 and 9)
—
—
Partners’ Capital 116,299 and 116,676 units outstanding in 2025 and 2024 respectively
( 74,215,581 )
( 62,433,902 )
Total Liabilities and Partners’ Capital
$
505,331,191
$
393,508,658
See notes to consolidated financial statements
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
2025
2024
2023
Revenues
Rental income
$
88,400,690
$
79,762,964
$
73,892,393
Laundry and sundry income
795,854
769,586
588,975
89,196,544
80,532,550
74,481,368
Expenses
Administrative
3,122,303
2,935,887
2,900,432
Depreciation and amortization
23,263,058
16,983,336
16,773,045
Management fee
3,462,305
3,178,006
2,948,066
Operating
9,660,314
7,800,574
7,748,910
Renting
1,364,429
1,148,593
1,004,666
Repairs and maintenance
14,918,524
13,115,843
13,366,079
Taxes and insurance
11,656,577
9,999,058
9,954,214
Property impairment
400,000
—
971,109
67,847,510
55,161,297
55,666,521
Income Before Other Income (Expense)
21,349,034
25,371,253
18,814,847
Other Income (Expense)
Interest income
1,795,044
4,465,557
4,486,603
Interest expense
( 18,586,782 )
( 15,457,325 )
( 15,723,733 )
Income from investments in unconsolidated joint ventures
1,473,960
1,282,102
876,233
( 15,317,778 )
( 9,709,666 )
( 10,360,897 )
Net Income
$
6,031,256
$
15,661,587
$
8,453,950
Net Income per Unit
$
51.75
$
133.83
$
71.34
Weighted Average Number of Units Outstanding
116,548
117,022
118,500
See notes to consolidated financial statements.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2025
2024
2023
Net income
$
6,031,256
$
15,661,587
$
8,453,950
Other comprehensive income
Net unrealized (loss) gain on derivative instruments for interest rate swaps
( 198,222 )
172,585
( 58,554 )
Comprehensive income
$
5,833,034
$
15,834,172
$
8,395,396
See notes to consolidated financial statements
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See notes to consolidated financial statements
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
Units
Partner’s Capital
Accumulated
Limited
General
Treasury
Limited
General
Comprehensive
Class A
Class B
Partnership
Subtotal
Units
Total
Class A
Class B
Partnership
Income
Total
Balance January 1, 2023
144,180
34,243
1,802
180,225
60,970
119,255
$
( 48,160,460 )
$
( 11,403,636 )
$
( 600,192 )
294,931
$
( 59,869,357 )
Distribution to Partners
—
—
—
—
—
—
( 7,963,910 )
( 1,891,429 )
( 99,549 )
—
( 9,954,888 )
Stock Buyback
—
—
—
—
1,824
( 1,824 )
( 3,141,917 )
( 744,437 )
( 39,181 )
—
( 3,925,535 )
Net Income
—
—
—
—
—
—
6,763,160
1,606,250
84,540
—
8,453,950
Net unrealized loss on derivative instruments for interest rate swaps
—
—
—
—
—
—
—
—
—
( 58,554 )
( 58,554 )
Balance December 31 , 2023
144,180
34,243
1,802
180,225
62,794
117,431
$
( 52,503,127 )
$
( 12,433,252 )
$
( 654,382 )
236,377
$
( 65,354,384 )
Distribution to Partners
—
—
—
—
—
—
( 8,995,647 )
( 2,136,466 )
( 112,446 )
—
( 11,244,559 )
Stock Buyback
—
—
—
—
755
( 755 )
( 1,335,855 )
( 316,612 )
( 16,664 )
—
( 1,669,131 )
Net Income
—
—
—
—
—
—
12,529,270
2,975,701
156,616
—
15,661,587
Net unrealized gain on derivative instruments for interest rate swaps
—
—
—
—
—
—
—
—
—
172,585
172,585
Balance December 31, 2024
144,180
34,243
1,802
180,225
63,549
116,676
$
( 50,305,359 )
$
( 11,910,629 )
$
( 626,877 )
$
408,962
$
( 62,433,902 )
Distribution to Partners
—
—
—
—
—
—
( 13,434,822 )
( 3,190,770 )
( 167,935 )
—
( 16,793,527 )
Stock Buyback
—
—
—
—
377
( 377 )
( 657,681 )
( 155,261 )
( 8,244 )
—
( 821,186 )
Net Income
—
—
—
—
—
—
4,825,005
1,145,939
60,313
—
6,031,256
Net unrealized loss on derivative instruments for interest rate swaps
—
—
—
—
—
—
—
—
—
( 198,222 )
$
( 198,222 )
Balance December 31, 2025
144,180
34,243
1,802
180,225
63,926
116,299
$
( 59,572,858 )
$
( 14,110,721 )
$
( 742,744 )
210,740
$
( 74,215,581 )
See notes to consolidated financial statements.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2025
2024
2023
Cash Flows from Operating Activities
Net Income
$
6,031,256
$
15,661,587
$
8,453,950
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization
23,263,058
16,983,336
16,773,045
Amortization of deferred finance costs
563,269
379,784
379,784
(Income) from investments in joint ventures
( 1,473,960 )
( 1,282,102 )
( 876,233 )
Interest Accrued on Treasury Bills
—
206,525
( 571,122 )
Property Impairment
400,000
—
971,109
Change in operating assets and liabilities
Proceeds from unconsolidated joint ventures
107,500
132,500
139,000
(Increase) in rents receivable
( 207,292 )
( 267,000 )
( 297,947 )
(Decrease) Increase in accounts payable and accrued expense
( 492,901 )
511,328
( 1,551,636 )
(Increase) in real estate tax escrow
( 459,616 )
( 368,370 )
( 286,023 )
(Increase) Decrease in prepaid expenses and other assets
( 2,163,830 )
( 226,029 )
83,670
Increase in advance rental payments and security deposits
2,088,496
202,920
964,307
Total Adjustments
21,624,724
16,272,892
15,727,954
Net cash provided by operating activities
27,655,980
31,934,479
24,181,904
Cash Flows From Investing Activities
Distribution in excess of investment in unconsolidated joint ventures
1,640,000
4,997,500
3,602,000
Investment in U.S. Treasury Bills
( 31,060,131 )
( 181,116,086 )
( 176,450,397 )
Proceeds from U.S. Treasury Bills
116,027,967
182,023,907
181,226,384
Improvement of rental properties
( 14,794,315 )
( 10,023,881 )
( 9,288,744 )
Developing of rental property and other related costs
( 17,244,054 )
( 12,457,016 )
—
Purchase of rental property
( 108,885,341 )
—
( 38,032,293 )
Net cash (used in) investing activities
( 54,315,874 )
( 16,575,576 )
( 38,943,050 )
Cash Flows from Financing Activities
Payment of financing costs
( 1,597,538 )
( 225,570 )
( 3,000 )
Proceeds of mortgage notes payable
77,002,520
—
—
Principal payments of mortgage notes payable
( 22,077,337 )
( 2,834,166 )
( 2,685,691 )
Stock buyback
( 821,186 )
( 1,669,131 )
( 3,925,535 )
Distributions to partners
( 16,793,527 )
( 11,244,559 )
( 9,954,888 )
Net cash provided by (used in) financing activities
35,712,932
( 15,973,426 )
( 16,569,114 )
Net Increase (Decrease) in Cash and Cash Equivalents
9,053,038
( 614,523 )
( 31,330,260 )
Cash and Cash Equivalents, at beginning of period
17,615,940
18,230,463
49,560,723
Cash and Cash Equivalents, at end of period
$
26,668,978
$
17,615,940
$
18,230,463
See notes to consolidated financial statements
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
NOTE 1. SIGN IFICANT ACCOUNTING POLICIES
Line of Business: New England Realty Associates Limited Partnership (“NERA” or the “Partnership”) was organized in Massachusetts in 1977. NERA and its subsidiaries own 34 properties which include 22 residential buildings and properties; 6 mixed use residential, retail and office properties; 6 commercial properties, and individual units at one condominium complex. 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: The financial statements have been prepared in conformity with GAAP. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgement. The Partnership’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain. Different estimates could have a material effect on the Partnership’s financial results. Judgements and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.
Principles of Consolidation: The consolidated financial statements include the accounts of NERA and its subsidiaries. NERA has a 99.67 % to 100 % ownership interest in each subsidiary except for the seven limited liability companies (the “Investment Properties” or “Joint Ventures”) in which the Partnership has a 40 - 50 % ownership interest. The consolidated group is referred to as the “Partnership”. Minority interests are not recorded, since they are insignificant. All significant intercompany accounts and transactions are eliminated in consolidation. The Partnership accounts for its investment in the above-mentioned Investment Properties using the equity method of consolidation. (See Note 15: Investments in Unconsolidated Joint Ventures).
The Partnership accounts for its investments in joint ventures using the equity method of accounting. These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Generally, the Partnership would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Partnership has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the investment subsequently generates income, the Partnership only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. In 2013 and beyond, the carrying values of certain investments fell below zero. We intend to fund our share of the investments’ future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments nor do we have any legal obligation to fund operating deficits. (See Note 15: Investment in Unconsolidated Joint Ventures.)
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
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
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.
Impairment: On an annual basis management assesses whether there are any indicators that the value of the Partnership’s rental properties or investments in unconsolidated subsidiaries may be impaired. In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment. The criteria considered by management include reviewing low leased percentages, significant near term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near term mortgage debt maturities or other factors that might impact the Partnership’s intent and ability to hold property. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Partnership’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved.
Revenue Recognition: Rental income from residential and commercial properties is recognized over the term of the related lease. For residential tenants, amounts 60 days in arrears are charged against income. The commercial tenants are evaluated on a case by case basis. Certain leases of the commercial properties provide for increasing stepped minimum rents, which are accounted for on a straight-line basis over the term of the lease. Contingent rent for commercial properties are received from tenants for certain costs as provided in the lease agreement. The costs generally include real estate taxes, utilities, insurance, common area maintenance and recoverable costs. Rental concessions are also accounted for on the straight-line basis.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the differences between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases. The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.
Under this standard, the Partnership evaluates the non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues). If both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component. The Partnership elected an allowed practical expedient. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Rental Properties: Rental properties are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred; improvements and additions which improve or extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost of the asset and related accumulated depreciation is eliminated from the accounts, and any gain or loss on such disposition is included in income. Fully depreciated assets are removed from the accounts. 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. The Partnership allocates the purchase price to the assets acquired and liabilities assumed based on their fair values. The Partnership records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Partnership considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Capitalized development and construction costs include pre-construction costs, development and construction costs, regulatory fees, interest, property taxes, insurance, construction oversight fees, and other project costs incurred during the period of development. The Partnership considers a construction project as substantially completed and held available for occupancy upon the substantial completion of improvements, but no later than one year from cessation of major construction activity.
Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Partnership’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Partnership’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.
In the event that facts and circumstances indicate that the carrying value of a rental property may be impaired, an analysis of the value is prepared. The estimated future undiscounted cash flows are compared to the asset’s carrying value to determine if a write-down to fair value is required.
Leasing Fees: Leasing fees are capitalized and amortized on a straight-line basis over the life of the related lease. Unamortized balances are expensed when the corresponding fee is no longer applicable.
Deferred Financing Costs: Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying value of the debt liability to which they relate, except deferred financing costs related to the revolving credit facility, which are presented in prepaid expenses and other assets. In all cases, amortization of such costs is included in interest expense and was approximately $ 563,000 , $ 380,000 and $ 380,000 for the years ended December 31, 2025, 2024 and 2023 respectively.
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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
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 recognized in earnings in the affected period.
Income Taxes: The financial statements have been prepared on the basis that NERA and its subsidiaries are entitled to tax treatment as partnerships. Accordingly, no provision for income taxes have been recorded (See Note 14).
Cash Equivalents: The Partnership considers cash equivalents to be all highly liquid instruments purchased with a maturity of three months or less.
Investments in Treasury Bills: Investments in Treasury Bills are recorded at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature. The carrying value of the Treasury Bills are adjusted for accretion of discounts over the remaining life of the investment. Income related to the Treasury Bills is recognized in interest income in the Partnership’s consolidated statement of income.
Segment Reporting: Operating segments are revenue producing components of the Partnership for which separate financial information is produced internally for management. Under the definition, NERA operated, for all periods presented, as one segment.
Other Comprehensive Income (Loss): 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 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: Effective January 3, 2012, the Partnership authorized a 3 -for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10 -to-1 to 30 -to-1, such that each Depositary Receipt represents one-thirtieth ( 1 / 30 ) of a Class A Unit of the Partnership. All references to Depositary Receipts in the report are reflective of the 3 - for-1 forward split.
Income Per Unit: Net income (loss) per unit has been calculated based upon the weighted average number of units outstanding during each period presented. The Partnership has no dilutive units and, therefore, basic net income is the same as diluted net income per unit (see Note 7).
Concentration of Credit Risks and Financial Instruments: The Partnership’s properties are located in New England, and the Partnership is subject to the general economic risks related thereto. No single tenant accounted for more than 5% of the Partnership’s revenues in 2025, 2024, or 2023. The Partnership makes its temporary cash investments with high-credit quality financial institutions. At December 31, 2025, substantially all of the Partnership’s cash and cash equivalents were held in interest-bearing accounts at financial institutions, earning interest at rates from 0.35 % to 2.89 %. At December 31, 2025 and 2024, respectively approximately $ 26,200,000 and $ 16,551,000 of cash and cash equivalents, and security deposits included in prepaid expenses and other assets exceeded federally insured amounts.
Advertising Expense: Advertising is expensed as incurred. 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
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. 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. 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. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.
Interest Capitalized: 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 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: 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.
Reclassifications: Certain reclassifications have been made to prior period amounts in order to conform to current period presentation.
NOTE 2. RENTAL PROPERTIES
As of December 31, 2025, the Partnership and its Subsidiary Partnerships owned 3,339 residential apartment units in 28 residential and mixed-use complexes (collectively, the “Apartment Complexes”). The Partnership also owns 19 condominium units in a residential condominium complex, all of which are leased to residential tenants (collectively referred to as the “Condominium Units”). The Apartment Complexes and Condominium Units are located primarily in the metropolitan Boston area of 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.”
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 .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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:
December 31, 2025
December 31, 2024
Useful Life
Land, improvements and parking lots
$
143,883,155
$
101,397,349
15
-
40
years
Buildings and improvements
386,494,391
279,272,215
15
-
40
years
Construction in Progress
37,705,285
16,758,245
Kitchen cabinets
22,554,829
14,187,702
5
-
10
years
Carpets
19,665,364
14,545,300
5
-
10
years
Air conditioning
500,000
500,000
5
-
10
years
Laundry equipment
129,450
475,931
5
-
7
years
Elevators
1,885,265
1,885,265
20
-
40
years
Swimming pools
1,090,604
1,090,604
10
-
30
years
Equipment
23,450,788
21,911,223
5
-
30
years
Motor vehicles
203,009
236,697
5
years
Fences
147,000
101,506
5
-
15
years
Furniture and fixtures
18,293,250
9,047,454
5
-
7
years
Total fixed assets *
656,002,390
461,409,491
Less: Accumulated depreciation
( 194,614,338 )
( 182,892,842 )
* Includes Real Estate Assets held for sale
$
461,388,052
$
278,516,649
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Cost
Initial Cost to
Capitalized
Gross Amount at Which
Years
Property Name
Encumbrances
Partnerships(1)
Subsequent to
Carried at Close of Period
Built/
Depreciable
Type
(First
Buildings
Acquisition(2)
Buildings
Accumulated
Redecorated
Lives
Location
Mortgages)
Land
Improvements
Improvements
Land
Improvements
Totals
Depreciation
Date Acquired
Years
Boylston Downtown L.P. Residential Apartments Boston, Massachusetts
$
32,160,432
$
2,112,000
$
8,593,109
$
11,699,220
$
2,268,528
$
20,292,329
$
22,560,857
$
16,107,160
July 1995
(3)
Brighton 26 & Concord 90 NERA LLC Belmont,Massachusetts
—
1,119,253
—
1,489,273
1,119,253
1,489,273
2,608,526
—
June 2025
(3)
Brookside Associates LLC Residential Apartments Woburn, Massachusetts
$
6,175,000
$
684,000
$
3,116,000
$
1,128,124
$
684,000
$
4,244,124
$
4,928,124
$
3,230,369
Oct. 2000
(3)
Clovelly Apartments L.P. Residential Apartments Nashua, New Hampshire
$
10,704,080
$
177,610
$
1,478,359
$
2,572,805
$
177,610
$
4,051,164
$
4,228,774
$
2,676,852
Sept. 1977
(3)
Commonwealth 1137 L.P. Residential Apartments Boston, Massachusetts
$
9,608,410
$
342,000
$
1,367,669
$
2,890,790
$
342,000
$
4,258,459
$
4,600,459
$
2,052,793
July 1995
(3)
Commonwealth 1144 L.P. Residential Apartments Boston, Massachusetts
$
59,987,234
$
1,410,000
$
5,664,816
$
7,675,415
$
1,410,000
$
13,340,231
$
14,750,231
$
8,405,818
July 1995
(3)
Executive Apartments L.P. Residential Apartments Framingham, Massachusetts
$
7,616,967
$
91,400
$
740,360
$
4,063,277
$
91,400
$
4,803,637
$
4,895,037
$
2,002,586
Sept. 1977
(3)
Hamilton Battle Green LLC Residential Apartments Lexington, Massachusetts
$
3,485,948
$
1,341,737
$
8,457,497
$
587,958
$
1,341,737
$
9,045,455
$
10,387,192
$
5,085,821
Jun. 2011
(3)
Hamilton Cypress LLC Commercial- 1031 Exchange Brookline,Massachusetts
$
—
$
2,362,795
$
4,613,786
$
405,972
$
2,362,795
$
5,019,758
$
7,382,553
$
2,244,555
Oct. 2008
(3)
Hamilton Green Apartments, LLC Residential Apartments Andover, Massachusetts
$
30,442,405
$
15,413,457
$
45,435,317
$
( 7,813,386 )
$
15,413,457
$
37,621,931
$
53,035,387
$
20,053,644
Jul. 2013
(3)
Hamilton Highlands, LLC Residential Apartments Needham,Massachsetts
$
20,511,229
$
7,973,547
$
26,104,062
$
( 3,300,544 )
7,973,547
$
22,803,518
$
30,777,066
7,145,785
Mar. 2018
(3)
Hamilton Linewt LLC Commercial 1031 Exchange Newton,Massachusetts
$
—
$
984,522
$
2,551,647
$
218,097
$
984,522
$
2,769,744
$
3,754,266
$
1,274,466
Nov. 2007
(3)
Hamilton Oaks Associates LLC Residential Apartments Brockton, Massachusetts
$
28,712,824
$
2,245,236
$
12,254,764
$
7,991,814
$
2,245,236
$
20,246,578
$
22,491,814
$
15,856,402
Dec. 1999
(3)
Highland Street Apartments, L.P. Residential Apartments Lowell, Massachusetts
$
4,084,284
$
156,000
$
634,085
$
460,284
$
156,000
$
1,094,369
$
1,250,369
$
906,087
Dec. 1996
(3)
Hill Estates NERA, LLC , Belmont,Massachusetts
$
67,656,000
41,136,002
128,923,609
—
41,136,002
$
128,923,609
170,059,611
4,658,889
June 2025
(3)
Linhart L.P. Residential / Commercial, Newton, Massachusetts
$
—
$
385,000
$
1,540,000
$
1,572,005
$
385,000
$
3,112,005
$
3,497,005
$
2,568,076
Jan. 1995
(3)
Mill Street Gardens, LLC Residential Apartments Woburn, Massachusetts
$
30,463,392
$
12,689,705
$
40,677,685
$
( 1,738,867 )
12,689,705
$
38,938,818
$
51,628,522
11,564,674
Dec. 2019
(3)
Mill Street Heights,Woburn, Massachusetts
$
17,500,000
$
1,376,031
$
1,123,969
$
32,356,178
1,376,031
$
33,480,147
$
34,856,179
—
Dec. 2019
(3)
NERA Dean St. Associates LLC Residential Apartments Norwood, Massachusetts
$
9,732,984
$
1,516,015
$
5,697,465
$
2,063,495
$
1,516,015
$
7,760,960
$
9,276,975
$
6,136,579
Jun. 2002
(3)
North Beacon 140 L.P. Residential Apartments Boston, Massachusetts
$
16,628,581
$
1,200,620
$
3,497,393
$
2,599,330
$
1,200,620
$
6,096,723
$
7,297,343
$
5,569,122
July 1995
(3)
Olde English Apartments L.P. Residential Apartments Lowell, Massachusetts
$
10,254,456
$
77,454
$
847,050
$
1,307,232
$
77,454
$
2,154,282
$
2,231,737
$
1,630,457
Sept. 1977
(3)
Redwood Hills L.P. Residential Apartments Worcester,Massachusetts
$
19,558,674
$
1,278,412
$
4,732,192
$
7,055,666
$
1,278,412
$
11,787,858
$
13,066,270
$
8,989,442
July 1995
(3)
Residences at Captain Parkers LLC Residential Apartments Lexington, Massachusetts
$
20,750,000
$
7,755,055
$
23,446,875
$
797,815
$
7,755,055
$
24,244,690
$
31,999,745
$
9,588,584
Sept. 2015
(3)
River Drive L.P Residential Apartments Danvers, Massachusetts
$
7,138,950
$
109,697
$
550,605
$
2,651,262
$
109,697
$
3,201,867
$
3,311,564
$
1,457,941
Sept. 1977
(3)
Riverside Apartments Condominium Units Watertown Massachustts
$
—
$
23,346
$
190,807
$
168,295
$
23,346
$
359,102
$
382,448
$
330,965
Sept. 1977
(3)
School St Assoc LLC Residential Apartments Framingham, Massachusetts
$
26,917,222
$
4,686,728
$
18,746,911
$
1,107,449
$
4,686,728
$
19,854,360
$
24,541,088
$
15,042,100
Apr. 2003
(3)
WRF Associates LLC
Strip Mall Framingham, Massachusetts
$
6,499,565
$
3,280,000
$
4,920,000
$
1,172,297
$
3,280,000
$
6,092,297
$
9,372,297
$
4,550,683
May 1999
(3)
WCB Associates LLC Residential Apartments Brockton, Massachusetts
$
17,151,791
$
1,719,517
$
7,180,984
$
4,008,498
$
1,719,517
$
11,189,482
$
12,908,998
$
9,418,754
Dec. 1999
(3)
Westgate Apartments Burlington LLC Residential Apartments Burlington, Massachusetts
$
5,446,485
$
191,275
$
4,332,377
$
366,132
$
191,275
$
4,698,509
$
4,889,784
$
3,763,851
Sept. 2004
(3)
Westgate Apartments LLC Residential Apartments Woburn, Massachusetts
$
40,893,829
$
521,495
$
2,364,441
$
7,726,426
$
521,495
$
10,090,867
$
10,612,362
$
7,077,944
Sept. 1977
(3)
Woodland Park Apartments LLC Residential Apartments Newton Massachusetts
$
20,949,816
$
11,754,450
$
33,234,878
$
( 3,005,144 )
$
11,754,450
$
30,229,734
$
41,984,185
$
10,869,761
July 2017
(3)
653 Worcester Rd, Framingham,Massachusetts
$
—
$
3,415,051
$
4,496,849
$
1,218,488
$
3,415,051
$
5,715,337
$
9,130,389
$
1,340,878
Jan.2023
(3)
Shawmut Place LLC Boston, Massachusetts
$
—
$
7,297,401
$
12,249,725
$
7,758,108
$
7,297,401
$
20,007,833
$
27,305,234
$
3,013,300
July.2023
(3)
$
531,030,558
$
136,826,811
$
419,765,286
$
99,253,764
$
136,983,339
$
519,019,050
$
656,002,391
$
194,614,338
(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.
(2) Net of retirements.
(3) In 2025, rental properties were depreciated over the following estimated useful lives.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
:
Assets
Life
Buildings and Improvements
10
-
40
years
Other Categories of Assets
5
-
15
years
A reconciliation of rental properties and accumulated depreciation is as follows:
December 31,
2025
2024
2023
Rental Properties
Balance, Beginning
$
461,409,491
$
440,496,897
$
400,703,910
Additions:
Buildings, improvements and other assets
182,812,382
10,314,913
43,680,497
Construction in Progress
20,947,040
14,939,529
1,818,716
665,168,913
465,751,339
446,203,123
Deduct:
Write-offs of retired or disposed assets
8,766,522
4,341,848
4,580,382
Impairments
400,000
—
1,125,844
Balance, Ending
$
656,002,391
$
461,409,491
$
440,496,897
Accumulated Depreciation
Balance, Beginning
$
182,892,842
$
170,691,951
$
159,627,479
Add:
Depreciation for the year
20,488,018
16,542,739
15,799,589
203,380,860
187,234,690
175,427,068
Deduct
Accumulated depreciation of retired or disposed assets
8,766,522
4,341,848
4,580,382
Impairments
—
—
154,735
Balance, Ending
$
194,614,338
$
182,892,842
$
170,691,951
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 . Interest only on the debt at a fixed interest rate of 2.97 % is payable on a monthly basis through December 31, 2031. 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 (“Mortgages”).
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 Consolidated Statements of Income. 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. 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.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
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 . This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $ 81,000 . 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. 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 .
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.
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.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
NOTE 3. RELATED PARTY TRANSACTIONS
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.
The Partnership Agreement permits the General Partner or the Hamilton Company to charge the costs of professional services (such as counsel, accountants and contractors) to NERA. 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 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. Additionally in 2025, the Hamilton Company received approximately $ 947,000 from the Investment Properties of which approximately $ 760,000 was the management fee, approximately $ 143,000 was for construction, architectural services and supervision of capital projects, approximately $ 28,000 was for maintenance services, and approximately $ 16,000 was for administrative services. The management fee is equal to 4 % of gross receipts rental income on the majority of investment properties and 2 % on Dexter Park.
The Partnership reimburses the Hamilton Company for the payroll and related expenses of the employees who work at the properties. Total reimbursement was approximately $ 4,871,000 , $ 4,313,000 and $ 4,180,000 for the years ended December 31, 2025, 2024 and 2023, respectively. The Hamilton Company maintains a 401K plan for all eligible employees whereby the employees may contribute the maximum allowed by law. The plan also provides for discretionary contributions by the employer. In 2025, 2024, and 2023, the Partnership recognized approximately $ 76,000 , $ 64,000 and $ 64,000 respectively for the employer’s match contribution to the plan. See Note 16.
Bookkeeping and accounting functions are provided by the Hamilton Company’s accounting staff, which consists of approximately 16 people. During the years ended December 31, 2025, 2024 and 2023 the Hamilton Company charged the Partnership $ 125,000 per year for bookkeeping and accounting services included in administrative expenses above.
The Partnership has invested in seven limited partnerships, which have invested in mixed use residential apartment complexes. The Partnership has a 40 % to 50 % ownership interest in each investment property. The other investors, as of December 31, 2025, are various related entities of the Brown family, and five current and previous employees of the Hamilton Company. The Brown Family related entities’ ownership interest is between 47.6 % and 59 %. See Note 15 for a description of the properties and their operations.
The Advisory Committee held 4 meetings during 2025, and a total of $ 18,000 was paid for attendance and participation in such meetings. Additionally, the Audit Committee held 4 meetings in 2025 and a total of $ 80,000 was paid for attendance and participation in such meetings.
Sally Michael is a Director of NewReal,Inc., and she is a partner at Saul Ewing LLP. Saul Ewing billed the Partnership for legal fees totaling $ 438,000 , $ 115,000 ,and $ 121,000 for 2025, 2024, and 2023, respectively. In addition, Saul Ewing billed the Investment properties for legal fees totaling $ 43,000 and $ 60,000 for 2025 and 2024 respectively.
See Note 8 for information regarding the repurchase of Class B and General Partnership Units.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
NOTE 4. PREPAID EXPENSES and OTHER ASSETS
Approximately $ 3,593,000 and $ 3,463,000 of security deposits are included in prepaid expenses and other assets at December 31, 2025 and 2024, respectively. The security deposits and escrow accounts are restricted cash.
Included in prepaid expenses and other assets at December 31, 2025 and 2024, respectively, is approximately $ 2,158,000 and $ 2,260,000 , held in escrow to fund future capital improvements.
Intangible assets on the acquisition of rental properties are included in prepaid expenses and other assets. Intangible assets are approximately $ 2,692,000 and $ 334,000 net of accumulated amortization of approximately $ 3,876,000 and $ 1,215,000 at December 31, 2025 and 2024 respectively.
Financing fees in association with the refinancing and the line of credit of approximately $ 142,000 and $ 217,000 are net of accumulated amortization of approximately $ 83,000 , and $ 8,000 at December 31, 2025 and 2024 respectively.
NOTE 5. MORTGAGE NOTES PAYABLE
Mortgages Payable
At December 31, 2025 and 2024, the mortgages payable consisted of various loans, all of which were secured by first mortgages on properties referred to in Note 2. At December 31, 2025, the interest rates on these loans ranged from 2.97 % to 5.99 %, payable in monthly installments aggregating approximately $ 2,148,000 , including principal, to various dates through 2035. The majority of the mortgages are subject to prepayment penalties. At December 31, 2025, the weighted average interest rate on the above mortgages was 4.19 %. The effective rate of 4.25 % includes the amortization expense of deferred financing costs. See Note 12 for fair value information. The Partnership’s mortgage debt and the mortgage debt of its unconsolidated joint ventures generally is non-recourse except for customary exceptions pertaining to misuse of funds and material misrepresentations.
Financing fees of approximately $ 3,434,000 and $ 2,399,000 are net of accumulated amortization of approximately $ 2,088,000 and $ 1,733,000 at December 31, 2025 and 2024, respectively, which offset the Mortgage Notes Payable.
The Partnership has pledged tenant leases as additional collateral for certain of these loans.
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. 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. 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
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Estates. 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
$
6,615,000
2027
40,825,000
2028
31,885,000
2029
49,062,000
2030
847,000
Thereafter
401,797,000
531,031,000
Less: unamortized deferred financing costs
3,434,000
$
527,597,000
Line of Credit
On November 21, 2024, the Partnership entered into an agreement for a new $ 25,000,000 revolving line of credit. The term of the line is three years with a floating interest rate equal to a base rate of the SOFR Rate for a period of one month plus the applicable margin of 2.5 %. The loan covenants include a leverage ratio not to exceed 65 %, a debt service coverage ratio of not less than 1.5 to 1.0 , maximum usage of 1.5 times trailing 12 months EBITDA, minimum liquidity of $ 15 million, and a minimum debt yield of 8.5 %. The Partnership incurred a commitment fee of $ 125,000 . As of December 31, 2025, the Partnership was in compliance with the financial covenants and did not incur an unused line fee.
The line of credit may be used for acquisition, refinancing, improvements, working capital and other needs of the Partnership. The line may not be used to pay dividends, make distributions or acquire equity interests of the Partnership.
The line of credit is collateralized by varying percentages of the Partnership’s ownership interest in 29 of its Subsidiary Partnerships and Joint Ventures. Pledged interests are 49 % of the Partnership’s ownership interest in the respective entities.
NOTE 6. ADVANCE RENTAL PAYMENTS AND SECURITY DEPOSITS
The Partnership’s residential lease agreements may require tenants to maintain a one-month advance rental payment and/or a security deposit. At December 31, 2025 and 2024 respectively, amounts received for prepaid rents of approximately $ 4,304,000 and $ 3,454,000 are included in cash and cash equivalents, and security deposits of approximately $ 3,593,000 and $ 3,463,000 are included in prepaid expenses and other assets and are restricted cash.
NOTE 7. PARTNERS’ CAPITAL
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
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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.
Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10-to-1 to 30-to-1 , such that each Depositary Receipt represents one-thirtieth ( 1 / 30 ) of a Class A Unit of the Partnership.
In March 2026, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on March 31, 2026.
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. In 2024 the Partnership paid a total distribution of an aggregate $ 96.00 per Unit ($ 3.20 per Receipt), for a total payment of $ 11,244,559 .
The Partnership has entered into a deposit agreement with an agent to facilitate public trading of limited partners’ interests in Class A Units. Under the terms of this agreement, the holders of Class A Units have the right to exchange each Class A Unit for 30 Depositary Receipts. The following is information per Depositary Receipt:
Year Ended
December 31,
2025
2024
Net Income per Depositary Receipt
$
1.73
$
4.46
Distributions per Depositary Receipt
$
4.80
$
3.20
NOTE 8. TREASURY UNITS
Treasury Units at December 31, 2025 are as follows:
Class A
51,141
Class B
12,146
General Partnership
639
63,926
On August 20, 2007, NewReal, Inc., the General Partner authorized an equity repurchase program (“Repurchase Program”) under which the Partnership was permitted to purchase, over a period of twelve months , up to 300,000 Depositary Receipts (each of which is one -tenth of a Class A Unit). Over time, the General Partner has authorized increases in the equity repurchase program. On March 10, 2015, the General Partner authorized an increase in the Repurchase Program from 1,500,000 to 2,000,000 Depository Receipts and extended the Program for an additional five years from March 31, 2015 until March 31, 2020. On March 9, 2020, the General Partner extended the program for an additional five years from March 31, 2020 to March 31, 2025. The Repurchase Program 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’s Second Amended and Restated Contract of Limited Partnership. 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 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
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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.
During the year ended December 31, 2025, the Partnership purchased a total of 9,051 Depositary Receipts. The average price was $ 72.33 per receipt or $ 2,166.90 per unit. The cost including commission was $ 657,681 . 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.
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Partnership, the Subsidiary Partnerships, and the Investment Properties and their properties are not presently subject to any material litigation, and, to management’s knowledge, there is not any material litigation presently threatened against them. The properties are occasionally subject to ordinary routine legal and administrative proceedings incident to the ownership of residential and commercial real estate. 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.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
NOTE 10. RENTAL INCOME
During the year ended December 31, 2025, approximately 94 % of rental income was related to residential apartments and condominium units with leases of one year or less. The majority of these leases expire in June, July and August. Approximately 6 % was related to commercial properties, which have minimum future annual rental income on non-cancellable operating leases at December 31, 2025 as follows:
Commercial
Property Leases
2026
$
3,832,015
2027
3,121,972
2028
2,678,918
2029
2,053,862
2030
1,660,564
Thereafter
7,642,658
$
20,989,989
The aggregate minimum future rental income does not include contingent rentals that may be received under various leases in connection with common area charges and real estate taxes. Aggregate contingent rentals from continuing operations were approximately $ 974,000 , $ 766,000 and $ 683,000 for the years ended December 31, 2025, 2024 and 2023 respectively. Trader Joe’s and Blue Pearl, tenants at Staples Plaza and Walgreen’s, a tenant at 653 Worcester Road, Framingham, MA. respectively, are approximately 33 % of the total commercial rental income.
The following information is provided for commercial leases:
Annual base
Percentage of
rent for
Total square feet
Total number of
annual base rent for
Through December 31,
expiring leases
for expiring leases
leases expiring
expiring leases
2026
$
705,280
35,692
29
17
%
2027
679,848
17,202
10
16
%
2028
422,926
10,966
6
10
%
2029
569,074
17,439
8
14
%
2030
164,448
5,378
4
4
%
2031
—
—
—
—
%
2032
110,600
1,106
1
2
%
2033
—
—
—
—
%
2034
533,784
20,897
2
13
%
2035
—
—
—
—
%
Thereafter
1,003,246
27,801
4
24
%
Totals
$
4,189,206
136,481
64
100
%
Rents receivable are net of an allowance for doubtful accounts of approximately $ 879,000 and $ 1,085,000 at December 31, 2025 and 2024. 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.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
NOTE 11. CASH FLOW INFORMATION
During the years ended December 31, 2025, 2024 and 2023, cash paid for interest was approximately $ 18,778,000 , $ 15,269,000 and $ 15,356,000 respectively. 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 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.
NOTE 12. FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
At December 31, 2025 and 2024, we do not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in our consolidated financial statements.
Financial Assets and Liabilities not Measured at Fair Value
At December 31, 2025 and December 31, 2024 the carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, and note payable, accounts payable and accrued expenses were representative of their fair values due to the short-term nature of these instruments or, the recent acquisition of these items. 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, U.S. Treasury Bills, and money market accounts.
The Partnership has investments in Treasury Bills some of which mature over a period greater than 90 days and are classified as short-term investments. The Treasury Bills are carried at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature. The carrying value of the Treasury Bills are adjusted for accretion of discounts over the remaining life of the investment. Income related to the Treasury Bills is recognized in interest income in the Partnership’s consolidated statement of income. The Treasury Bills are classified within Level I of the fair value hierarchy.
At December 31, 2025 and 2024, we estimated the fair value of our mortgages payable and other notes based upon quoted market prices for the same (Level 1) or similar (Level 2) issues when current quoted market prices are available. We estimated the fair value of our secured mortgage debt that does not have current quoted market prices available by discounting the future cash flows using rates currently available to us for debt with similar terms and maturities (Level 3). The differences in the fair value of our debt from the carrying value are the result of differences in interest rates and/or borrowing spreads that were available to us at December 31, 2025 and 2024, as compared with those in effect when the debt was issued or acquired. The secured mortgage debt contain pre-payment penalties or yield maintenance provisions that could make the cost of refinancing the debt at lower rates exceed the benefit that would be derived from doing so.
At December 31, 2025 and 2024, the Partnership’s line of credit had an outstanding balance of zero .
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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:
● For cash and cash equivalents, treasury bills, accounts receivable, other assets, investment in partnerships, accounts payable, advance rents and security deposits: fair value approximates the carrying value of such assets and liabilities.
● For mortgages and notes payable: fair value is generally based on estimated future cash flows, which are discounted using the quoted market rate from an independent source for similar obligations. Refer to the table below for the carrying amount and estimated fair value of such instruments.
The following table reflects the carrying amounts and estimated fair value of our cash equivalents, Treasury bills, and debt.
Dec 31, 2025
Dec 31, 2024
Carrying Value
Fair Value
Carrying Value
Fair Value
Assets
Cash equivalents
26,668,978
26,668,978
17,615,940
17,615,940
Treasury bills
—
—
83,586,405
83,638,670
Total Assets
26,668,978
26,668,978
101,202,345
101,254,610
Liabilities
Mortgage payable *
- Partnership properties
527,596,824
488,368,589
406,205,910
351,384,919
- Investment properties
174,200,747
169,130,067
172,287,696
161,536,968
Total Liabilities
701,797,571
657,498,656
578,493,606
512,921,887
*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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
NOTE 13. DERIVATIVE FINANCIAL INSTRUMENTS
Cash Flow Hedges of Interest Rate Risk
The Partnership’s objectives in using rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Partnership uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Partnership making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Partnership’s variable rate debt. During the next 12 months, the Partnership estimates $ 31,000 will be reclassified as a decrease to interest expense .
As of December 31, 2025, the Partnership had one interest rate swap outstanding with a notional amount of approximately $ 211,000 designated as cash flow hedges of interest rate risk. As of December 31, 2025, the Partnership did not have any interest rate derivatives in a net liability position.
The table below presents the fair value of the Partnership’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2025 and 2024.
Fair Value
Asset Derivatives designated
December 31,
December 31,
as hedging instruments
2025
2024
Balance sheet location
Interest rate swaps
$
210,740
$
408,962
Prepaid Expenses and Other Assets
The table below presents the effect the Partnership’s derivative financial instruments on the consolidated statements of income for the years ended December 31, 2025 and 2024
Derivatives in Cash Flow Hedging Relationships
Amount of Gain
or (Loss) Recognized
in OCI on Derivative
Location of Gain
or (Loss)
Reclassified
from
Accumulated
OCI Into
Amount of Gain
or (Loss)
Reclassified
from Accumulated
OCI into Income
Location of
Gain
or (Loss) Recognized
in Income on
Total Amount of
Interest Expense
presented in the
consolidated statements
of operations
Year Ended December 31,
2025
2024
2023
Income
2025
2024
2023
Derivative
2025
2024
2023
Interest rate swaps
$
( 198,722 )
$
172,585
$
( 58,554 )
Interest expense
$
—
$
—
$
—
Interest and other investment income (loss)
$
( 18,586,782 )
$
( 15,457,325 )
$
( 15,723,733 )
NOTE 14. 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 $ 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
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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.
Certain entities included in the Partnership’s consolidated financial statements are subject to certain state taxes. 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 before other interest expense deductions:
For the year ended
December 31,
2025
2024
2023
(in thousands)
Financial statement (“book”) net income (loss)
$
6,031
$
15,662
$
8,454
Book/Tax differences from depreciation
( 5,573 )
3,610
( 2,300 )
Book/Tax differences from Investment Properties
( 2 )
104
351
Increase in prepaid rent and allowances
1,005
435
732
Other items*
3,620
1,291
2,752
Taxable income
$
5,081
$
21,102
$
9,989
*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. As a result of the implementation of the guidance, the Partnership recognized no material adjustments regarding its tax accounting treatment. The Partnership expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which would be included in general and administrative expense.
In the normal course of business the Partnership or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable. As of December 31, 2025, the tax years that generally remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2022 forward.
F-27
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
NOTE 15. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The Partnership has invested in seven limited partnerships and limited liability companies, the majority of which have invested in residential apartment complexes, with three Joint Ventures investing in commercial property. The Partnership has between a 40 %- 50 % ownership interests in each investment. The other investors are the Brown Family related entities and five current and former employees of the Hamilton Company. The Brown Family related entities ownership interest was between 47.6 % and 59 %, with the balance owned by the others. A description of each investment is as follows:
On October 28, 2009 the Partnership invested approximately $ 15,925,000 in a joint venture to acquire a 40 % interest in a residential property located in Brookline, Massachusetts. The property, Hamilton Park Towers LLC, referred to as Dexter Park, is a 409 unit residential complex. The purchase price was $ 129,500,000 . The original mortgage was $ 89,914,000 with an interest rate of 5.57 % and it matured in 2019. The mortgage called for interest only payments for the first two years of the loan and amortized over 30 years thereafter.
On May 31, 2018, Hamilton Park Towers, LLC entered into a mortgage note with John Hancock Life Insurance Company (U.S.A.) in the principal amount of $ 125,000,000 . Interest only payments on the note are payable on a monthly basis at a fixed interest rate of 3.99 % per annum, and the principal amount of the note is due and payable on June 1, 2028. The Note is secured by a mortgage on the Dexter Park apartment complex located at 175 Freeman Street, Brookline, Massachusetts, pursuant to a Mortgage, Assignment of Leases and Rents and Security Agreement dated May 31, 2018. The Note is guaranteed by the Partnership and HBC Holdings, LLC pursuant to a Guaranty Agreement dated May 31, 2018.
Hamilton Park used the proceeds of the loan to pay off an outstanding loan of approximately $ 82,000,000 and distributed approximately $ 41,200,000 to its’ owners. The Partnership’s share of the distribution was approximately $ 16,500,000 . As a result of the distribution, the carrying value of the investment fell below zero . 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, 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. The purchase price was $ 14,300,000 , with a $ 10,750,000 mortgage. The Joint Venture planned to operate the building and initiate development of the parking lot. In June 2007, the Joint Venture separated the parcels, formed an additional limited liability company for the residential apartments and obtained a mortgage on the property. The new limited liability company formed for the residential apartments and commercial space is referred to as Hamilton Essex 81, LLC. In August 2008, the Joint Venture restructured the mortgages on both parcels at Essex 81. 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 . The Partnership will continue to account for this investment using the equity method of accounting. Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed. 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; the investment in the apartments is referred to as Hamilton Essex 81, LLC.
F-28
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
On March 2, 2005, the Partnership invested $ 2,352,000 for a 50 % ownership interest in a 176 -unit apartment complex with an additional small commercial building located in Quincy, Massachusetts. The purchase price was $ 23,750,000 . The Partnership sold 127 of the units as condominiums and retained 49 units for long-term investment. The Partnership obtained a new 10-year mortgage in the amount of $ 5,000,000 on the units to be retained by the Partnership. The interest on the new loan was 5.67 % fixed for the 10 year term with interest only payments for five years and amortized over a 30 year period for the balance of the loan term. On July 8, 2016, Hamilton 1025 LLC paid off the outstanding balance of the mortgage balance. The Partnership made a capital contribution of $ 2,359,500 to Hamilton 1025, LLC for its share of the funds required for the transaction. After paying off the mortgage, the Partnership began to sell off the individual units. All residential units have been sold. The Partnership still owns the commercial building. This investment is referred to as Hamilton 1025, LLC.
In September 2004, the Partnership invested approximately $ 5,075,000 for a 50 % ownership interest in a 42 -unit apartment complex located in Lexington, Massachusetts. The purchase price was $ 10,100,000 . In October 2004, the Joint Venture obtained a mortgage on the property in the amount of $ 8,025,000 and returned $ 3,775,000 to the Partnership. The Joint Venture obtained a new 10-year mortgage in the amount of $ 5,500,000 in January 2007. The interest on the new loan was 5.67 % fixed for the ten year term with interest only payments for five years and amortized over a 30 year period for the balance of the loan. This loan required a cash contribution by the Partnership of $ 1,250,000 in December 2006. On September 12, 2016, the property was refinanced with a 15 year mortgage in the amount of $ 6,000,000 , at 3.71 %, interest only. The Joint Venture Partnership paid off the prior mortgage of approximately $ 5,158,000 with the proceeds of the new mortgage and made a distribution of $ 385,000 to the Partnership. The cost associated with the refinancing was approximately $ 123,000 . 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 . The Partnership will continue to account for this investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies, if needed. This investment is referred to as Hamilton Minuteman, LLC.
F-29
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
In August 2004, the Partnership invested $ 8,000,000 for a 50 % ownership interest in a 280 -unit apartment complex located in Watertown, Massachusetts. The total purchase price was $ 56,000,000 . The Joint Venture sold 137 units as condominiums. The assets were combined with Hamilton on Main Apartments. Hamilton on Main, LLC is known as Hamilton Place. In August 2014, the property was refinanced with a 10 year mortgage in the amount of $ 16,900,000 at 4.34 % interest only. The Joint Venture paid off the prior mortgage of approximately $ 15,205,000 with the proceeds of the new mortgage and distributed $ 850,000 to the Partnership. The costs associated with the refinancing were approximately $ 161,000 . On April 18, 2024 the Borrower and KeyBank executed amended loan documents reflecting the transfer of interest in the Borrower. In conjunction with the execution of the amended loan documents, KeyBank provided a courtesy reduction equal to 50 % of the transfer fee. In August 2024, the property was refinanced with a 10 year mortgage in the amount of $ 23,589,000 at 5.425 % interest only. The Joint Venture paid off the prior mortgage of approximately $ 16,900,000 with the proceeds of the new mortgage and distributed $ 2,000,000 to the Partnership. The costs associated with the refinancing were approximately $ 243,000 . In 2018, the carrying value of the investment fell below zero . The Partnership will continue to account for this investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies, if needed. At December 31, 2025, the balance of the mortgage before unamortized deferred finance is $ 23,589,000 . The investment is referred to as Hamilton on Main LLC.
In November 2001, the Partnership invested approximately $ 1,533,000 for a 50 % ownership interest in a 40 -unit apartment building in Cambridge, Massachusetts. In June 2013, the property was refinanced with a 15 year mortgage in the amount of $ 10,000,000 at 3.87 %, interest only for 3 years and is amortized on a 30-year schedule for the balance of the term. The Joint Venture paid off the prior mortgage of approximately $ 6,776,000 with the proceeds of the new mortgage. After the refinancing, the Joint Venture made a distribution of $ 1,610,000 to the Partnership. As a result of the distribution, the carrying value of the investment fell below zero . The Partnership will continue to account for this investment using the equity method of accounting. Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed. At December 31, 2025, the balance of this mortgage before unamortized deferred financing costs is approximately $ 7,994,000 . This investment is referred to as 345 Franklin, LLC.
F-30
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Summary financial information as of December 31, 2025
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
ASSETS
Rental Properties
$
5,596,804
$
2,578,212
$
3,869,751
$
68,499
$
3,772,734
$
13,177,814
$
69,200,668
$
98,264,482
Cash & Cash Equivalents
2,085,124
72,873
151,036
14,895
747,591
716,523
6,032,464
9,820,506
Rent Receivable
158,092
58,384
25,080
1,791
11,907
35,164
167,820
458,238
Real Estate Tax Escrow
21,194
—
36,864
—
36,870
—
—
94,928
Prepaid Expenses & Other Assets
182,810
27,252
86,783
703
71,290
251,947
2,445,022
3,065,807
Total Assets
$
8,044,024
$
2,736,721
$
4,169,514
$
85,888
$
4,640,392
$
14,181,448
$
77,845,974
$
111,703,961
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable
$
12,048,282
$
—
$
7,976,912
$
—
$
5,953,286
$
23,378,440
$
124,843,828
$
174,200,748
Accounts Payable & Accrued Expense
238,195
4,792
84,572
3,475
78,098
350,264
1,128,028
1,887,424
Advance Rental Pmts & Security Deposits
358,067
—
282,173
—
192,246
508,859
3,344,390
4,685,735
Total Liabilities
12,644,544
4,792
8,343,657
3,475
6,223,630
24,237,563
129,316,246
180,773,907
Partners’ Capital
( 4,600,520 )
2,731,929
( 4,174,143 )
82,413
( 1,583,238 )
( 10,056,115 )
( 51,470,272 )
( 69,069,946 )
Total Liabilities and Capital
$
8,044,024
$
2,736,721
$
4,169,514
$
85,888
$
4,640,392
$
14,181,448
$
77,845,974
$
111,703,961
Partners’ Capital %—NERA
50
%
50
%
50
%
50
%
50
%
50
%
40
%
Investment in Unconsolidated Joint Ventures
$
—
$
1,365,965
$
—
$
41,207
$
—
$
—
$
—
1,407,171
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures
$
( 2,300,260 )
$
—
$
( 2,087,072 )
$
—
$
( 791,619 )
$
( 5,028,058 )
$
( 20,588,109 )
( 30,795,117 )
Total Investment in Unconsolidated Joint Ventures (Net)
$
( 29,387,946 )
Total units/condominiums
Apartments
48
—
40
—
42
148
409
687
Commercial
1
1
—
1
—
—
—
3
Total
49
1
40
1
42
148
409
690
F-31
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Summary financial information for the year ended December 31, 2025
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
Revenues
Rental Income
$
1,991,909
$
241,884
$
1,865,827
$
104,352
$
1,496,400
$
4,386,095
$
18,040,274
$
28,126,741
Laundry and Sundry Income
12,498
—
—
—
—
55,603
191,690
259,791
2,004,407
241,884
1,865,827
104,352
1,496,400
4,441,698
18,231,964
28,386,532
Expenses
Administrative
41,889
31,908
61,205
4,630
24,770
88,711
314,670
567,783
Depreciation and Amortization
464,313
11,709
352,956
3,264
347,005
1,155,838
3,690,178
6,025,263
Management Fees
81,124
10,182
71,706
4,169
59,328
172,729
360,963
760,201
Operating
335,939
—
111,114
218
149,936
564,824
1,552,981
2,715,012
Renting
54,642
—
84,032
131
14,168
120,008
214,248
487,229
Repairs and Maintenance
211,384
—
189,582
—
148,306
635,585
1,809,833
2,994,690
Taxes and Insurance
134,681
68,455
195,631
19,007
164,629
493,377
2,833,938
3,909,718
1,323,972
122,254
1,066,226
31,419
908,142
3,231,072
10,776,811
17,459,896
Income Before Other Income
680,435
119,630
799,601
72,933
588,258
1,210,626
7,455,153
10,926,636
Other Income (Loss)
Interest Expense
( 702,268 )
—
( 326,703 )
—
( 236,350 )
( 1,333,423 )
( 5,120,334 )
( 7,719,078 )
Interest income
43,030
1,312
6,278
526
13,060
16,156
158,705
239,067
( 659,238 )
1,312
( 320,425 )
526
( 223,290 )
( 1,317,267 )
( 4,961,629 )
( 7,480,011 )
Net (Loss) Income
$
21,197
$
120,942
$
479,176
$
73,459
$
364,968
$
( 106,641 )
$
2,493,524
$
3,446,625
Net (Loss) Income —NERA 50 %
$
10,599
$
60,471
$
239,588
$
36,730
$
182,484
$
( 53,321 )
476,551
Net Income —NERA 40 %
$
997,410
997,410
$
1,473,960
F-32
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Future annual mortgage maturities at December 31, 2025 are as follows:
Hamilton
345
Hamilton
Hamilton on
Dexter
Period End
Essex 81
Franklin
Minuteman
Main Apts
Park
Total
12/31/2026
$
—
259,155
$
—
$
—
$
—
$
259,155
12/31/2027
—
269,364
—
—
—
269,364
12/31/2028
—
7,465,039
—
—
125,000,000
132,465,039
12/31/2029
—
—
—
—
—
—
12/31/2030
—
—
—
—
—
—
Thereafter
12,214,000
—
6,000,000
23,589,000
—
41,803,000
12,214,000
7,993,558
6,000,000
23,589,000
125,000,000
174,796,558
Less: unamortized deferred financing costs
( 165,718 )
( 16,646 )
( 46,714 )
( 210,560 )
( 156,172 )
( 595,810 )
$
12,048,282
$
7,976,912
$
5,953,286
$
23,378,440
$
124,843,828
$
174,200,748
At December 31, 2025 the weighted average interest rate on the above mortgages was 4.28 %. The effective rate was 4.35 % including the amortization expense of deferred financing costs.
F-33
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Summary financial information as of December 31, 2024
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
ASSETS
Rental Properties
$
5,004,114
$
2,580,701
$
4,157,090
$
71,763
$
3,922,243
$
13,644,999
$
70,572,004
$
99,952,914
Cash & Cash Equivalents
1,443,698
63,207
165,608
18,352
204,938
632,190
3,217,273
5,745,266
Rent Receivable
202,234
71,060
2,679
1,655
2,278
50,479
96,173
426,558
Real Estate Tax Escrow
74,949
—
37,432
—
27,577
—
—
139,958
Prepaid Expenses & Other Assets
312,911
35,021
78,348
515
60,979
241,814
2,609,805
3,339,393
Total Assets
$
7,037,906
$
2,749,989
$
4,441,157
$
92,285
$
4,218,015
$
14,569,482
$
76,495,255
$
109,604,089
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable
$
9,989,658
$
—
$
8,219,587
$
—
$
5,945,102
$
23,354,144
$
124,779,205
$
172,287,696
Accounts Payable & Accrued Expense
297,308
4,000
82,623
—
53,813
305,519
700,072
1,443,335
Advance Rental Pmts& Security Deposits
372,656
—
262,266
3,332
167,307
509,294
3,229,774
4,544,629
Total Liabilities
10,659,622
4,000
8,564,476
3,332
6,166,222
24,168,957
128,709,051
178,275,660
Partners’ Capital
( 3,621,716 )
2,745,989
( 4,123,319 )
88,953
( 1,948,207 )
( 9,599,475 )
( 52,213,796 )
( 68,671,571 )
Total Liabilities and Capital
$
7,037,906
$
2,749,989
$
4,441,157
$
92,285
4,218,015
$
14,569,482
$
76,495,255
$
109,604,089
Partners’ Capital %—NERA
50
%
50
%
50
%
50
%
50
%
50
%
40
%
Investment in Unconsolidated Joint Ventures
$
—
$
1,372,994
$
—
$
44,477
$
—
$
—
$
—
$
1,417,470
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures
$
( 1,810,858 )
$
—
$
( 2,061,661 )
$
—
$
( 974,105 )
$
( 4,799,739 )
$
( 20,885,518 )
( 30,531,880 )
Total Investment in Unconsolidated Joint Ventures (Net)
$
( 29,114,410 )
Total units/condominiums
Apartments
48
—
40
—
42
148
409
687
Commercial
1
1
—
1
—
—
—
3
Total
49
1
40
1
42
148
409
690
F-34
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Summary financial information for the year ended December 31, 2024
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
Revenues
Rental Income
$
1,965,371
$
241,884
$
1,797,556
$
103,239
$
1,425,224
$
4,146,753
$
17,124,460
$
26,804,487
Laundry and Sundry Income
11,914
—
—
—
—
50,589
192,558
255,061
1,977,285
241,884
1,797,556
103,239
1,425,224
4,197,342
17,317,018
27,059,548
Expenses
Administrative
21,123
5,002
32,052
3,438
17,615
115,474
197,474
392,178
Depreciation and Amortization
466,653
11,709
346,729
3,264
335,460
1,094,296
3,720,244
5,978,355
Management Fees
78,958
9,157
70,511
4,199
56,955
172,193
359,051
751,024
Operating
425,064
—
79,274
174
114,546
469,818
1,317,364
2,406,240
Renting
36,554
—
28,812
116
17,260
121,291
123,415
327,448
Repairs and Maintenance
244,133
—
144,504
6,478
160,089
733,621
1,985,001
3,273,826
Taxes and Insurance
283,858
67,749
195,475
19,178
158,746
453,032
2,667,779
3,845,817
1,556,343
93,617
897,357
36,847
860,671
3,159,725
10,370,328
16,974,888
Income Before Other Income
420,942
148,267
900,199
66,392
564,553
1,037,617
6,946,690
10,084,660
Other Income (Loss)
Interest Expense
( 782,293 )
—
( 335,778 )
—
( 237,599 )
( 968,928 )
( 5,123,727 )
( 7,448,325 )
Other Expenses
—
—
—
—
75,665
—
75,665
Interest income
44,314
1,909
8,733
793
9,078
64,292
109,603
238,722
( 737,979 )
1,909
( 327,045 )
793
( 228,521 )
( 828,971 )
( 5,014,124 )
( 7,133,938 )
Net Income (Loss)
$
( 317,037 )
$
150,176
$
573,154
$
67,185
$
336,032
$
208,646
$
1,932,566
$
2,950,722
Net Income (Loss)—NERA 50 %
$
( 158,519 )
$
75,088
$
286,576
$
33,593
$
168,016
$
104,323
509,077
Net Income —NERA 40 %
$
773,025
773,025
$
1,282,102
F-35
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Summary financial information for the year ended December 31, 2023
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
ASSETS
Rental Properties
$
5,403,706
$
2,583,190
$
4,481,606
$
75,027
$
4,190,275
$
12,493,492
$
73,179,575
$
102,406,871
Cash & Cash Equivalents
1,141,751
108,348
155,557
16,339
148,334
1,204,116
1,904,290
4,678,735
Rent Receivable
208,968
78,753
117
4,120
2,957
22,319
115,904
433,138
Real Estate Tax Escrow
75,475
—
29,290
—
34,998
136,711
—
276,474
Prepaid Expenses & Other Assets
320,627
44,182
73,604
505
50,327
227,421
2,494,734
3,211,400
Total Assets
$
7,150,527
$
2,814,473
$
4,740,174
$
95,991
$
4,426,891
$
14,084,059
$
77,694,503
$
111,006,618
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable
$
9,975,869
$
—
$
8,452,812
$
—
$
5,936,919
$
16,889,299
$
124,714,582
$
165,969,481
Accounts Payable & Accrued Expense
141,743
3,000
64,335
3,486
50,990
352,780
742,749
1,359,083
Advance Rental Pmts& Security Deposits
337,593
20,660
304,499
735
173,222
500,103
3,033,534
4,370,346
Total Liabilities
10,455,205
23,660
8,821,646
4,221
6,161,131
17,742,182
128,490,865
171,698,910
Partners’ Capital
( 3,304,678 )
2,790,813
( 4,081,472 )
91,770
( 1,734,240 )
( 3,658,123 )
( 50,796,362 )
( 60,692,292 )
Total Liabilities and Capital
$
7,150,527
$
2,814,473
$
4,740,174
$
95,991
$
4,426,891
$
14,084,059
$
77,694,503
$
111,006,618
Partners’ Capital %—NERA
50
%
50
%
50
%
50
%
50
%
50
%
40
%
Investment in Unconsolidated Joint Ventures
$
—
$
1,395,406
$
—
$
45,885
$
—
$
—
$
—
1,441,291
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures
$
( 1,652,340 )
$
—
$
( 2,040,737 )
$
—
$
( 867,121 )
$
( 1,829,063 )
$
( 20,318,546 )
( 26,707,807 )
$
( 25,266,517 )
Total units/condominiums
Apartments
48
—
40
—
42
148
409
687
Commercial
1
1
—
1
—
—
—
3
Total
49
1
40
1
42
148
409
690
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025
Summary financial information for the year ended December 31, 2023
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
Revenues
Rental Income
$
1,831,196
$
241,884
$
1,709,429
$
98,734
$
1,334,250
$
3,879,734
$
16,461,345
$
25,556,572
Laundry and Sundry Income
3,691
—
115
—
—
23,163
137,498
164,467
1,834,887
241,884
1,709,544
98,734
1,334,250
3,902,897
16,598,843
25,721,039
Expenses
Administrative
20,455
3,020
30,349
3,300
20,021
92,589
262,394
432,128
Depreciation and Amortization
470,253
11,709
346,856
3,264
339,605
1,065,353
3,685,524
5,922,564
Management Fees
72,806
10,489
67,116
4,011
53,347
152,943
338,355
699,067
Operating
284,173
—
89,139
807
105,254
455,086
1,279,434
2,213,893
Renting
61,559
—
52,686
13
5,801
54,856
107,250
282,165
Repairs and Maintenance
178,816
—
150,845
—
94,262
625,687
1,902,110
2,951,720
Taxes and Insurance
281,346
61,557
193,215
17,165
147,197
527,665
2,630,668
3,858,813
1,369,408
86,775
930,206
28,560
765,487
2,974,179
10,205,735
16,360,350
Income Before Other Income
465,479
155,109
779,338
70,174
568,763
928,718
6,393,108
9,360,689
Other Income (Loss)
Interest Expense
( 752,933 )
—
( 344,847 )
—
( 237,749 )
( 788,376 )
( 5,026,076 )
( 7,149,981 )
Other Expenses
—
—
—
—
—
( 213,240 )
—
( 213,240 )
Interest Income
6,830
375
1,593
161
2,592
7,376
11,861
30,788
( 746,103 )
375
( 343,254 )
161
( 235,157 )
( 994,240 )
( 5,014,215 )
( 7,332,433 )
Net Income (Loss)
$
( 280,624 )
$
155,484
$
436,084
$
70,335
$
333,606
$
( 65,522 )
$
1,378,893
$
2,028,256
Net Income (Loss)—NERA 50 %
$
( 140,312 )
$
77,741
$
218,041
$
35,167
$
166,802
$
( 32,762 )
324,677
Net Income —NERA 40 %
$
551,556
551,556
$
876,233
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NOTE 16. EMPLOYEE BENEFIT 401(k) PLANS
Effective January 1, 2019, employees of the Partnership, who meet certain minimum age and service requirements, are eligible to participate in the Hamilton Company’s 401(k) Plan (the “401(k) Plan”). Eligible employees may elect to defer up to 90 percent of their eligible compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law.
The amounts contributed by employees are immediately vested and non-forfeitable. Beginning January 1, 2019, the Partnership matched 50 % up to 6 % of compensation deferred by each employee in the 401(k) plan. The Partnership may make discretionary matching or profit-sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year. Participants are always 100 percent vested in their pre-tax contributions and will begin vesting in any matching or profit-sharing contributions made on their behalf after two years of service with the Partnership at a rate of 20 percent per year, becoming 100 percent vested after a total of six years of service with the Partnership. Total expense recognized by the Partnership for the 401(k) Plan for the year ended December 31, 2025, 2024 and 2023 was approximately $ 76,000 , $ 64,000 and $ 64,000 respectively
NOTE 17. IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS
In November 2024, the Financial Accounting Standards Board (“FASB”) issued a new standard on disaggregation of income statement expenses, which requires an entity to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in a tabular format in the notes to the financial statements. The standard will be effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Partnership is currently evaluating the impact of the new rules on its disclosures.
In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules include a requirement to disclose material climate-related risks, descriptions of board and management oversight and risk management activities, the material impacts of these risks on a registrant’s strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects and costs of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay of the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosures, which would have been effective for annual periods beginning January 1, 2026. The Partnership is currently evaluating the impact of the new rules on its disclosures.
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NOTE 18. QUARTERLY FINANCIAL DATA (UNAUDITED)
Three Months Ended
March 31, 2025
June 30, 2025
September 30, 2025
December 31, 2025
Total
Revenue
$
20,688,894
$
21,240,108
$
23,686,671
$
23,580,871
$
89,196,544
Expenses
14,455,447
14,176,535
18,942,370
20,273,158
67,847,510
Income Before Other Income
6,233,447
7,063,573
4,744,301
3,307,713
21,349,034
Other Expenses
( 2,437,728 )
( 2,913,692 )
( 5,266,129 )
( 4,700,229 )
( 15,317,778 )
Net Income
$
3,795,719
$
4,149,881
$
( 521,828 )
$
( 1,392,516 )
$
6,031,256
Net Income (Loss) Per Unit
$
32.53
$
35.59
$
( 4.48 )
$
( 11.89 )
$
51.75
Net Income (Loss) Per Depositary Receipt
$
1.08
$
1.19
$
( 0.15 )
$
( 0.39 )
$
1.73
Three Months Ended
March 31, 2024
June 30, 2024
September 30, 2024
December 31, 2024
Total
Revenue
$
19,893,399
$
20,050,566
$
20,209,035
$
20,379,550
$
80,532,550
Expenses
14,141,625
13,512,402
13,738,359
13,768,911
55,161,297
Income Before Other Income
5,751,774
6,538,164
6,470,676
6,610,639
25,371,253
Other Expenses
( 2,288,178 )
( 2,465,438 )
( 2,561,278 )
( 2,394,772 )
( 9,709,666 )
Net Income
$
3,463,596
$
4,072,726
$
3,909,398
$
4,215,867
$
15,661,587
Net Income Per Unit
$
29.51
$
34.77
$
33.44
$
36.11
$
133.83
Net Income Per Depositary Receipt
$
0.98
$
1.16
$
1.11
$
1.21
$
4.46
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NOTE 19. SUBSEQUENT EVENTS
From January 1, 2026 through March 12, 2026, the Partnership has purchased 1,653 Depository Receipts .
In March 2026, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on March 31, 2026.
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 .
NOTE 20. QUALIFYING ACCOUNTS
New England Realty Associates Limited Partnership
Valuation and Qualifying Accounts
Additions
Balance at
Charged to
Charged to
Balance
Beginning
Costs and
other account
Deductions
at end
Description
of Period
Expenses
describe
Describe(a)
of Period
Year Ended December 31, 2025:
Deducted from asset accounts:
Allowance for doubtful accounts
1,084,998
1,194,550
1,400,796
878,752
Year Ended December 31, 2024:
Deducted from asset accounts:
Allowance for doubtful accounts
1,194,711
1,069,603
1,179,316
1,084,998
Year Ended December 31, 2023:
Deducted from asset accounts:
Allowance for doubtful accounts
1,007,025
1,462,371
1,274,685
1,194,711
(a) Uncollectible accounts written off
NOTE 21. SEGMENT REPORTING
Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”). The CODM determines how resources should be allocated and assesses performance on a regular basis. The Partnership’s CODM is the Partnership’s Treasurer and Director.
The Partnership operates as a single business segment, focusing on the ownership, operation and development of its multifamily and commercial real estate portfolio located in the city of Boston, surrounding suburbs, and southern New Hampshire. For a description of the types of products and services from which this single reportable segment derives its revenues, see Notes 1 and 2. The CODM is regularly provided with financial reporting packages which include the financial statements presented herein.
The CODM evaluates the performance of the Partnership on a consolidated basis, based upon consolidated Income Before Other Income (Expense), to make decisions about the Partnership’s operations and resource allocation. Consolidated Income Before Other Income (Expense) is used to monitor budget versus actual results. The significant expenses of the Partnership are presented within the Consolidated Statements of Income.
The CODM manages our portfolio as a whole and decisions regarding investments are made collectively based on the inputs above. Accordingly, the Partnership consists of a single operating and reportable segment and the consolidated financial statements and notes thereto are presented as a single reportable segment. Since the Partnership operates in a single segment, the segment information is consistent with the consolidated statements of operations and comprehensive income (loss). Therefore, no reconciliation is necessary.
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EXHIBIT INDE X
Exhibit No.
Description of Exhibit
(3)
Second Amended and Restated Contract of Limited Partnership.(1)
(4)
(a)
Specimen certificate representing Depositary Receipts.(2)
(b)
Description of rights of holders of Partnership securities.(2)
(c)
Deposit Agreement, dated August 12, 1987, between the General Partner and the First National Bank of Boston.(3)
(d)
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934) (4)
(10.1)
Purchase and Sale Agreement by and between Sally A. Starr and Lisa Brown, Trustees of Omnibus Realty Trust, a nominee trust.(5)
(10.2)
Commitment letter from Wachovia Multifamily Capital, Inc. to The Hamilton Company dated January 11, 2008.(6)
(10.3)
Amendment dated February 27, 2008 to Commitment letter from Wachovia Multifamily Capital, Inc. to The Hamilton Company dated January 11, 2008.(7)
(10.4)
Purchase and Sale and Escrow Agreement dated September 1, 2009 by and between 175 Free Street Investors LLC, as Seller, The Hamilton Company, as Purchaser, and First American Title Insurance Company, as Escrow Agent.(8)
(10.5)
Limited Liability Company Operating Agreement of HBC Holdings, LLC.(9)
(10.6)
Limited Liability Company Agreement of Hamilton Park Towers, LLC.(10)
(10.7)
Pledge Agreement dated October 28, 2009 by and between New England Realty Associates Limited Partnership and HBC Holdings, LLC.(11)
(10.8)
Promissory Note dated October 28, 2009 of New England Realty Associates Limited Partnership in favor of HBC Holdings, LLC.(12)
(10.9)
MultiFamily Note—CME of Hamilton Park Towers, LLC, as Borrower, in favor of Wachovia Multifamily Capital, Inc., as Lender, in the principal amount of $89,914,000 dated October 28, 2009.(13)
(10.10)
Purchase and sale agreement by and between Avon Street Apartments and 503-509 Pleasant Street, LLC. (20)
(10.11)
Purchase and Sale Agreement dated May 20, 2011 by and between Battlegreen Apartments Trust and Hamilton Battle Green LLC (14).
(10.12)
Promissory Note dated June 1, 2011 by and between Avon Street Apartments Limited Partnership, as Maker, and Harold Brown, as Lender (15).
(10.13)
Pledge Agreement dated June 1, 2011 by and between Avon Street Apartments Limited Partnership, as Pledgor, and Harold Brown, as Pledgee (16).
(10.14)
Hamilton Green Purchase Agreement dated June 14, 2013 (17)
(10.15)
Loan Agreement dated July 15, 2013(18)
(10.16)
Revolving Line of Credit dated July 31, 2014 (19)
(10.17)
Purchase and Sale Agreement dated August 27, 2015, between Avalon II Massachusetts Value I, L.P., and the Residences at Captain Parker, LLC (25)
(10.18)
Multifamily Loan and Security Agreement dated January 7, 2016 between Residences at Captain Parker, LLC (“Captain Parker”) and KeyBank National Association (“KeyBank”)(21)
(10.19)
Multifamily Note Floating Rate dated January 7, 2016, in the principal amount of $20,071,000 made by Captain Parker (22)
(10.20)
Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture filing Massachusetts dated January 7, 2016 between Captain Parker and KeyBank (23)
(10.21)
Guaranty dated January 7, 2016, made by New England Realty Associates Limited Partnership as a limited guarantor (24)
(10.22)
Offer to Purchase Agreement dated June 19, 2017 by and between New England Realty Associates Limited Partnership as buyer and M.J. Realty Trust II, as seller. (26)
(10.23)
Assignment and Assumption Agreement dated July 6, 2017, by and between New England Realty Associates Limited Partnership and M.J. Realty Trust II. (27)
(10.24)
Promissory Note dated July 6, 2017 in the principal amount of $16,000,000 payable to HBC Holdings, LLC, made by New England Realty Associates Limited Partnership.(28)
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Table of Contents
(10.25)
Pledge Agreement dated July 6, 2017, by and between New England Associates Limited Partnership and HBC Holdings, LLC.(29)
(10.26)
Mortgage Note dated as of May 31,2018 in the principal amount of $125,000,000 payable to John Hancock Life Insurance Company (U.S.A.), made by Hamilton Park Towers, LLC (30)
(10.27)
Mortgage, assignment of Leases and Rents and Security Agreement dated May 31, 2018 by and between Hamilton Park Towers, LLC and John Hancock Life Insurance Company (U.S.A.).(31)
(10.28)
Guaranty Agreement dated as of May 31, 2018 made by New England Realty Associates Limited Partnership and HBC Holdings, LLC in favor of John Hancock Life Insurance Company (U.S.A.) (32)
(10.29)
Purchase and Sale agreement dated September 27, 2019, between Country Club Garden Apartments and The Hamilton Company, or its Nominee. (33)
(10.30)
Loan Agreement dated December 20, 2019, by and between Mill Street Gardens, LLC, and Insurance Strategy Funding Corp. LLC. (34).
(10.31)
Promissory Note dated December 20, 2019, in the principal amount of $35,000,000, payable to Insurance Strategy Funding Corp. LLC. by Mill Street Gardens, LLC (35)
(10.32)
Guaranty dated December 20, 2019, made by New England Realty Associates Limited Partnership as a Guarantor (36)
(10.33)
Mortgage Deed, Assignment of Rents and Security Agreement dated December 20, 2019 between Mill Street Gardens, LLC and Insurance Strategy Funding Corp. LLC. (37)
(10.34)
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. (38)
(10.35)
Mortgage, Assignment of Leases and Rents and Security Agreement and Fixture Filings dated November 30, 2021 between New England Realty Associates Limited Partnership and KeyBank National Association. (39)
(10.36)
Rate Lock Authorization Agreements dated as of April 25, 2022, by and between KeyBank National Associates as the Lender, and New England Realty Associates Limited Partnership as the Borrower.(40)
(10.37)
Reaffirmation, Joinder and First Amendment to the Master Credit Facility Agreement dated as of June 16, 2022, by and between KeyBank National Association as the Lender, and New England Realty Associates Limited Partnership as the Borrower.(41)
(10.38)
Multifamily Note, Mortgage, dated June 16, 2022 by and between New England Realty Associates Limited Partnership and KeyBank National Association.(42)
(10.39)
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)
(10.40)
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)
(10.41)
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)
(10.42)
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)
(10.43)
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)
(10.44)
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)
(10.45)
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)
(10.46)
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)
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Table of Contents
(31.1)
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)
(31.2)
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Jameson Brown, Principal Financial Officer of the Partnership (Treasurer and a Director of NewReal, Inc., sole General Partner of the Partnership)
(32.1)
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).
(19.1)
Insider Trading Policy of the Partnership
(21)
List of New England Realty Associates Limited Partnership Subsidiary Partnerships
(97)
New England Realty Associates Limited Partnership Clawback Policy
(101.1)
The following financial statements from New England Realty Associates Limited Partnership Quarterly Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Changes in Partners’ Capital, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
(104)
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(1) Incorporated by reference to Exhibit A to the Partnership’s Statement Furnished in Connection with the Solicitation of Consents filed under the Securities Exchange Act of 1934 on October 14, 1986.
(2) Incorporated herein by reference to Exhibit A to Exhibit 2(b) to the Partnership’s Registration Statement on Form 8-A, filed under the Securities Exchange Act of 1934 on August 17, 1987.
(3) Incorporated herein by reference to Exhibit 2(b) to the Partnership’s Registration Statement on Form 8-A, filed under the Securities Exchange Act of 1934 on August 17, 1987.
(4) Incorporated by reference to Exhibit 4(d) to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 12, 2020.
(5) Incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K dated June 30, 1995.
(6) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K dated January 11, 2008 and filed with the Securities and Exchange Commission on February 6, 2008.
(7) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K dated February 27, 2008 and filed with the Securities and Exchange Commission on March 4, 2008.
(8) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009.
(9) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009.
(10) Incorporated herein by reference to Exhibit 10.3 to the Partnership’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009.
(11) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 3, 2009.
(12) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 3, 2009.
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(13) Incorporated herein by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 3, 2009.
(14) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 26, 2011
(15) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 7, 2011.
(16) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 7, 2011.
(17) Incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 12, 2013.
(18) Incorporated by reference to Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on August 12, 2013.
(19) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 6, 2014.
(20) Incorporated herein by reference to Exhibit 10.10 to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 11, 2011.
(21) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 14, 2016.
(22) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 14, 2016.
(23) Incorporated herein by reference to Exhibit 10.3 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 14, 2016.
(24) Incorporated herein by reference to Exhibit 10.4 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on January 14, 2016.
(25) Incorporated herein by reference to Exhibit 10.17 to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 11, 2016.
(26) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Current report on Form 8-K as filed with the Securities and Exchange Commission on July 11, 2017.
(27) Incorporated herein by reference to Exhibit 10.3 to the Partnership’s Current report on Form 8-K as filed with the Securities and Exchange Commission on July 11, 2017.
(28) Incorporated herein by reference to Exhibit 10.4 to the Partnership’s Current report on Form 8-K as filed with the securities and Exchange Commission on July 11, 2017.
(29) Incorporated herein by reference to Exhibit 10.5 to the Partnership’s Current report on Form 8-K as filed with the securities and Exchange Commission on July 11, 2017.
(30) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current report on Form 8-K as filed with the Securities and Exchange Commission on June 7, 2018.
(31) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Current report on Form 8-K as filed with the Securities and Exchange Commission on June 7, 2018.
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(32) Incorporated herein by reference to Exhibit 10.3 to the Partnership’s Current report on Form 8-K as filed with the Securities and Exchange Commission on June 7, 2018.
(33) Incorporated herein by reference to Exhibit 10.29 to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 12, 2020
(34) Incorporated herein by reference to Exhibit 10.30 to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 12, 2020
(35) Incorporated herein by reference to Exhibit 10.31 to the Partnership’s Form 10-K as filed with the Securities and Exchange Commission on March 12, 2020
(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
(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
(39) Incorporated herein by reference to Exhibit 10.2 to the Partnership’s Form 8-K as filed with the Securities and Exchange Commission on December 6, 2021.
(40) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 29, 2022.
(41) Incorporated herein by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 22, 2022.
(42) 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 22, 2022.
(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.
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SIGNATURE S
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.
New England Realty Associates Limited Partnership
By:
/s/ Jameson Brown
Jameson Brown, Treasurer
By:
/s/ Ronald Brown
Ronald Brown, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Ronald Brown
President and Director of the General Partner (Principal
March 13, 2026
Ronald Brown
Executive Officer)
/s/ Jameson Brown
Treasurer and Director of the General Partner (Principal
March 13, 2026
Jameson Brown
Financial Officer and Principal Accounting Officer)
/s/ David Aloise
Director of the General Partner
March 13, 2026
David Aloise
/s / Martina Alibrandi
Director of the General Partner
March 13, 2026
Martina Alibrandi
/s/ Andrew Bloch
Director of the General Partner
March 13, 2026
Andrew Bloch
/s/ Sally Michael
Director of the General Partner
March 13, 2026
Sally Michael
/s/ David Reier
Director of the General Partner
March 13, 2026
David Reier
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.