Elme Communities SEC Filings

ELME COMMUNITIES reports Schedule 13G ownership by State Street Corporation. The filing shows 110,287 shares beneficially owned representing 0.1% of common stock as of 03/31/2026. The report lists shared voting power of 101,020 and shared dispositive power of 110,287.

Elme Communities’ latest quarterly report updates investors on its ongoing liquidation. As of March 31, 2026, net assets in liquidation were $203.9 million, with total assets of $585.2 million and liabilities of $381.3 million. The company has largely shifted to liquidation-basis accounting following shareholder approval of its Plan of Sale and Liquidation.

During the quarter, Elme sold four remaining properties for about $199.0 million and used part of the proceeds to pay down its Secured Term Loan, which had $337.5 million outstanding at a variable rate near 5.9%. A special liquidating distribution of $14.67 per share was paid in January 2026.

On May 11, 2026, the company estimated remaining liquidating distributions from property sales of $2.07–$2.35 per share, implying total liquidating payouts of $16.74–$17.02 per share including the initial distribution. Elme continues to market its last properties, expects to complete asset sales around mid‑2026, and then delist and dissolve, though timing and final amounts remain dependent on sale execution, costs and liabilities.

Elme Communities provided a detailed update on its planned liquidation. The company has sold five properties in 2026 for gross proceeds of about $252.7 million and has signed purchase and sale agreements to sell four of its remaining five properties for about $431.3 million, subject to closing conditions.

After paying an initial liquidating distribution of $14.67 per share in January 2026, Elme now estimates additional liquidating distributions of $2.07–$2.35 per share, for a total of $16.74–$17.02 per share, based on about 88.9 million fully diluted shares. The updated range is slightly below the prior estimate, mainly due to lower expected sale prices for certain D.C.-area properties and modestly higher costs.

Elme reports a remaining Term Loan balance of $288.5 million, down from an original $520 million, which it plans to repay with proceeds from remaining asset sales. The company continues to target completing all property sales by mid-2026, with NYSE delisting, transfer of assets to a liquidating trust, and dissolution expected in the third quarter of 2026, subject to board discretion and transaction timing.

Elme Communities filed an Amendment No. 1 to its annual report to add the Part III information normally found in a proxy statement, including detailed disclosures on trustees, executive officers, governance and compensation.

The filing explains board changes and committee structures, and notes that two trustees, Ellen Goitia and Ron Sturzenegger, resigned effective March 2, 2026. It describes Elme’s previously approved Plan of Sale and Liquidation and the November 12, 2025 portfolio sale that triggered change-in-control treatment under existing incentive plans, leading to accelerated vesting and payouts under the prior short- and long‑term incentive programs.

New retention agreements for key executives replace prior change‑in‑control arrangements and provide fixed retention payments—such as $5,062,631 for CEO Paul McDermott—if they stay through specified retention dates, plus a new short‑term incentive plan tied to liquidating distributions, timing of asset sales and execution of the liquidation plan.

Elme Communities amendment to a Schedule 13G/A updates beneficial ownership reporting for The Vanguard Group. The filing states 0 shares beneficially owned, representing 0% of the common stock. The filing includes a disclosure that certain Vanguard subsidiaries now report separately following an internal realignment.

Elme Communities, a Maryland-based apartment REIT, is winding down under a formal Plan of Sale and Liquidation after selling a 19‑property multifamily portfolio for approximately $1.6 billion in cash. The company completed this portfolio sale in November 2025 and simultaneously entered into a $520.0 million senior secured term loan with Goldman Sachs Bank USA, collateralized by ten remaining properties.

Shareholders approved the plan and Elme has adopted liquidation-basis accounting. An initial liquidating distribution of $14.67 per share, totaling about $1.3 billion, was paid in January 2026. Management currently targets selling all remaining properties by mid‑2026 and has estimated an additional liquidating distribution range of $2.35 to $2.80 per share, subject to property sale prices, operating results, costs, reserves, debt repayment and other uncertainties. Regular quarterly dividends of $0.18 per share paid during 2025 have ceased in favor of liquidating distributions, and Elme expects its NYSE‑listed shares to be delisted at a future Board‑determined date.

Highbridge Capital Management, LLC reported beneficial ownership of 5,638,128 Shares of Beneficial Interest of Elme Communities, representing 6.4% of this class. This percentage is based on 88,161,161 Shares of Beneficial Interest outstanding as of October 21, 2025, as cited from Elme’s Form 10-Q.

Highbridge, a Delaware limited liability company and investment adviser to certain funds and accounts, reports that the Highbridge Funds directly hold these securities. Highbridge has sole voting and dispositive power over the reported shares and disclaims being the beneficial owner for certain legal purposes.

The holding is described as being acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Elme Communities, nor in connection with any control-related transaction, other than limited activities tied to proxy nomination rules.

BlackRock, Inc. filed an amended Schedule 13G reporting its beneficial ownership in Elme Communities common stock as of 01/31/2026. BlackRock reports beneficial ownership of 8,686 shares, representing 0.0% of the outstanding common stock, with 1,507 shares having sole voting power and all 8,686 subject to sole dispositive power.

The filing confirms that these securities are held by certain BlackRock business units in the ordinary course of business and not for the purpose of changing or influencing control of Elme Communities. BlackRock also notes that various underlying persons may receive dividends or sale proceeds, but no individual holds more than five percent of the company’s common shares.

The Vanguard Group has filed an amended Schedule 13G reporting its ownership in Elme Communities common stock. Vanguard reports beneficial ownership of 6,267,724 shares, representing 7.1% of the outstanding common stock as of 01/30/2026.

Vanguard reports shared voting power over 69,029 shares and shared dispositive power over the full 6,267,724 shares, with no sole voting or dispositive power. The filing notes that, following an internal realignment on 01/12/2026, certain Vanguard subsidiaries or business divisions are expected to report beneficial ownership separately while pursuing the same investment strategies as before.

The shares are held on behalf of Vanguard’s clients, including registered investment companies and other managed accounts, which have the right to receive dividends and sale proceeds. Vanguard certifies the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of Elme Communities.