Elme Communities Sells Final Properties, Sets NYSE Delisting and Dissolution

What happened

Elme Communities, a Maryland real estate investment trust that trades on the NYSE under the ticker ELME, disclosed in a Form 8-K filed September 29, 2026 that it completed the sale of its two remaining apartment properties on September 28, 2026.

A wholly-owned subsidiary sold 3801 Connecticut Avenue, a 307-unit community in Washington, DC, for $55.0 million, subject to customary adjustments and prorations, to FPA Multifamily, LLC. A second subsidiary sold The Kenmore, a 371-unit community also in Washington, DC, for another $55.0 million to the same buyer.

The filing says these were the company's remaining properties. FPA had previously signed separate purchase agreements for three other Elme properties; the filing states each agreement was negotiated independently and none was contingent on any other.

Also on September 29, 2026, the company notified the NYSE that it intends to voluntarily delist its common shares. It expects to file a Form 25 with the SEC and the NYSE on October 26, 2026, and expects the last day of trading on the NYSE to be November 5, 2026, with share transfer books closing at 4:00 p.m. Eastern Time that day.

The wind-down plan

Elme's board approved a Plan of Sale and Liquidation on July 30, 2025, and shareholders approved it on October 30, 2025. Under that plan, the company intends to dissolve effective November 6, 2026.

Before that effective time, it intends to transfer all remaining assets and liabilities to a Maryland liquidating trust. Shareholders will automatically receive beneficial interests in that trust in proportion to their ownership on the last day of trading, with no action required on their part.

The beneficial interests will not be transferable, will not be represented by certificates, and will not trade on the NYSE or any other exchange. All outstanding common shares will be automatically cancelled.

The company also said two officer compensation arrangements — the Washington Real Estate Investment Trust Deferred Compensation Plan for Officers and Supplemental Executive Retirement Plan #2 — will be terminated, with unpaid amounts paid on or before dissolution.

The filing states that the liquidating trust is expected to file only annual reports on Form 10-K containing unaudited financial statements, plus current reports on Form 8-K, using the company's existing SEC file number.

What this means

An 8-K is a current report. Public companies must file one to disclose material events between quarterly and annual reports, and the numbered items in the filing say what kind of event is being reported. Here the company checked Item 2.01 (completed acquisition or disposition of assets), Item 3.01 (notice of delisting or failure to satisfy a listing rule), Item 5.02 (officer and director matters), and Items 7.01 and 8.01 (other events), and attached the related agreements and press release under Item 9.01.

Item 3.01 is worth reading carefully, because an 8-K with a delisting item can mean two very different things. A company can be delisted against its will for breaking an exchange rule, or it can delist itself on purpose. This is the second kind: Elme is not in violation of an NYSE standard, it is choosing to leave because it is shutting down.

A Form 25 is the filing that actually removes a security from an exchange listing. Once it takes effect, the shares stop trading on the NYSE, though the company's reporting obligations to the SEC can continue in some form. In this case the delisting is a step in a liquidation, not a punishment.

The sales price — $55.0 million for each property, $110.0 million for the two — is a gross purchase price before adjustments and prorations. Prorations are the routine split of items like property taxes, rents already collected and utilities between buyer and seller as of the closing date, so the cash the seller ultimately keeps is not exactly the headline number.

A liquidating trust is a legal entity used to hold assets after a company dissolves. It exists to sell whatever is left, pay remaining liabilities, and hand the proceeds to the people who held interests in it. The key practical difference from owning stock: the interests are not listed anywhere and generally cannot be sold, so holders wait for distributions rather than choosing when to exit. Elme's filing says the interests will not be represented by certificates or any other instrument.

Elme Communities is a real estate investment trust, or REIT — a company that owns income-producing real estate and, to keep its special federal tax treatment, is generally required to distribute most of its taxable income to shareholders. REITs often hold apartment communities like the ones Elme just sold. A 'unit' here simply means one apartment.

One thing the filing does not do is explain why the board chose to sell the portfolio and dissolve, beyond describing the approved plan. The filing notes risks including legal proceedings related to an earlier sale of 19 multifamily assets and the plan itself, but it does not state that any outcome caused this decision. Readers looking for a cause will not find one in this document.

What happens next is largely set out in the filing itself: the Form 25 is expected around October 26, trading is expected to end November 5, and dissolution is expected November 6. After that, shareholders hold beneficial interests in the liquidating trust rather than shares, and any further cash comes from the trust as it finishes winding down the remaining assets.