UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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Elme Communities

(Name of Registrant as Specified in Its Charter)​

   

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)​

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT DATED SEPTEMBER 5, 2025, SUBJECT TO COMPLETION

[•], 2025

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of Elme Communities, a Maryland real estate investment trust (“Elme,” the “Company,” “our” or “we”), to be held on [•], 2025 at [•] a.m., Eastern Time (the “Special Meeting”). The Special Meeting will be held in virtual meeting format only at [•]. During this virtual meeting, you will be able to vote your shares electronically and submit questions.

At the Special Meeting, we are asking you to consider and vote upon a proposal to approve the sale of 19 of our multifamily properties to an affiliate of Cortland Partners, LLC (“Cortland”) and the other transactions contemplated by the Purchase Agreement (as defined below) and a proposal to approve a plan of sale and liquidation for the Company, each as further described below and in the enclosed proxy statement. We are also asking you to consider and cast a non-binding, advisory vote upon a proposal to approve the specified compensation that may be paid or become payable to the named executive officers of Elme in connection with the Portfolio Sale Transaction (as defined below) and the Plan of Sale and Liquidation (as defined below). Finally, we are asking you to consider and vote upon a proposal to adjourn the Special Meeting, solely with respect to the proposals for which insufficient votes to approve such proposals were cast, to a later date or dates, if necessary, appropriate or advisable, to solicit additional proxies.

On August 4, 2025, the Company announced that its Board of Trustees (the “Board”) had completed its previously announced formal evaluation of strategic alternatives to maximize shareholder value. After an extensive evaluation of strategic alternatives available, Elme has entered into the Purchase and Sale Agreement, dated as of August 1, 2025, by and among the Company, WashREIT OP LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Seller”), Echo Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Seller, CEVF VI Capitol Holdings, LLC, a Delaware limited liability company and an affiliate of Cortland (“Buyer”), and CEVF VI Co-Invest I Venture, LLC, a Delaware limited liability company and an affiliate of Cortland (the “Purchase Agreement”) pursuant to which Cortland will acquire 19 multifamily properties from Elme for approximately $1.606 billion in cash, subject to certain adjustments and prorations (the “Portfolio Sale Transaction”).

In connection with the Purchase Agreement, the Board also approved a plan of sale and liquidation (the “Plan of Sale and Liquidation”), which contemplates the sale or disposition of all the Company’s assets, including the Company’s nine (9) remaining multifamily assets and its ownership interest in the property known as Watergate 600, the wind-down of the Company’s business and affairs and the termination of the Company’s existence by voluntary dissolution. We refer to the Portfolio Sale Transaction and the Plan of Sale and Liquidation, collectively, as the “Proposed Transactions.” Approval of the Portfolio Sale Proposal (as defined below) is not conditioned on approval of the Liquidation Proposal (as defined below). Approval of the Liquidation Proposal is not conditioned on approval of the Portfolio Sale Proposal or the closing of the Portfolio Sale Transaction.

If the Portfolio Sale Proposal and the Liquidation Proposal are approved by our shareholders and we are able to successfully implement the Proposed Transactions, we estimate that the Company will make an initial special distribution to its shareholders of between $14.50 and $14.82 per common share of the Company’s common shares of beneficial interest, $0.01 par value per share (“common shares”), following the closing of the Portfolio Sale Transaction using the net proceeds from the Portfolio Sale Transaction and a portion of the proceeds from new debt financing and after taking into account repayment of all existing corporate indebtedness and estimated transaction costs, and the other estimates and assumptions more fully described in the enclosed proxy statement (the “Initial Special Distribution”). After payment of the Initial Special Distribution, and taking into account the payment of, or establishment of reserves for known liabilities

 

 

and liquidating expenses and estimated, unascertained or contingent liabilities and expenses, and the other estimates and assumptions more fully described in the enclosed proxy statement, we estimate that the total amount of additional liquidating distributions (the “Additional Potential Special Distributions”), to be funded from the net proceeds from the sales of the Company’s nine (9) remaining multifamily assets and its ownership interest in Watergate 600, will be between $2.90 and $3.50 per common share, with the aggregate amount of the Initial Special Distribution and the Additional Potential Special Distributions estimated to be between $17.40 and $18.32 per common share. The timing and amount of any distributions remain subject to discretion of the Board and applicable law.

The estimated ranges of distributions described above are in addition to the $0.18 per common share regular quarterly distribution declared by the Board on July 30, 2025 which will be paid on October 3, 2025 regardless of the outcome of the voting on the proposals at the Special Meeting.

After careful consideration, the Board, based in part upon the unanimous recommendation of a Transaction Committee of the Board, has unanimously determined that the Purchase Agreement and the transactions contemplated by the Purchase Agreement, including the Portfolio Sale Transaction, and the Plan of Sale and Liquidation, are approved, advisable and in the best interests of our shareholders. The Board unanimously recommends that you vote “FOR” approval of the Portfolio Sale Transaction and the other transactions contemplated by the Purchase Agreement (the “Portfolio Sale Proposal”), “FOR” approval of the Plan of Sale and Liquidation (the “Liquidation Proposal”), “FOR” approval, on a non-binding, advisory basis, of the compensation that may be paid or become payable to our named executive officers in connection with the Portfolio Sale Transaction and the Plan of Sale and Liquidation (the “Compensation Proposal”) and “FOR” one or more adjournments of the Special Meeting, solely with respect to the proposals for which insufficient votes to approve such proposals were cast, to a later date or dates, if necessary, appropriate or advisable to permit further solicitation of additional proxies (the “Adjournment Proposal”).

The enclosed proxy statement contains important information about Elme, Seller, Cortland, Buyer, the Portfolio Sale Transaction, the Purchase Agreement, the Plan of Sale and Liquidation and the Special Meeting. We encourage you to read the enclosed proxy statement carefully before voting, including the section entitled “Risk Factors” beginning on page 27.

Your vote is very important, regardless of the number of common shares you own. The Portfolio Sale Transaction and the Plan of Sale and Liquidation cannot be completed unless shareholders approve the Portfolio Sale Proposal and the Liquidation Proposal, respectively, by the affirmative vote of holders of common shares entitled to cast a majority of all the votes entitled to be cast on the applicable matter. We strongly urge you to cast your vote as soon as possible, even if you plan to attend the virtual Special Meeting. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with your voting instruction form or other document. If you do not submit your proxy, instruct your broker how to vote your shares or vote at the virtual Special Meeting, it will have the same effect as a vote “AGAINST” approval of the Portfolio Sale Proposal and “AGAINST” approval of the Liquidation Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal, other than in connection with determining whether a quorum is present.

The record date for determining the Elme shareholders entitled to receive notice of, and to vote at, the virtual Special Meeting or any adjournment or postponement thereof is September 10, 2025. Please refer to page 42 of the enclosed proxy statement for more logistical information about attending the virtual Special Meeting.

The enclosed proxy statement is dated [•], 2025, and is first being mailed to Elme shareholders on or about [•], 2025.

 

 

ELME COMMUNITIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Elme Communities:

Notice is hereby given that a special meeting of shareholders (the “Special Meeting”) of Elme Communities, a Maryland real estate investment trust (the “Company,” “our” or “we”), will be held at the time and place below and for the following purposes:

 

 

Regardless of the number of shares you hold, as a shareholder your role is very important, and the Board strongly encourages you to exercise your right to vote.

By Order of the Board of Trustees,

W. Drew Hammond
Corporate Secretary
Bethesda, MD
[•], 2025

 

 

PROXY STATEMENT
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RISK FACTORS

The following risk factors, together with the other information in this proxy statement and in the “Risk Factors” sections included in the documents incorporated by reference herein (see “Where You Can Find More Information” on page 117), should be carefully considered by each Elme shareholder before deciding whether to vote to approve the proposals as described in this proxy statement. The risks described below could, among other things, result in: a decrease in the proceeds ultimately distributed to you in connection with the Portfolio Sale Transaction and the Plan of Sale and Liquidation; delays in the timing of the Total Estimated Liquidating Distributions; delays in our process to wind-down our business and affairs; ongoing public company compliance costs; reduced operating revenue, cash flows and net working capital; and impacts on the anticipated valuation of the Company assets or additional requirements and costs to maintain our REIT status. In addition, you should keep in mind that the risks described below are not the only risks that are relevant to your voting decision. The risks described below are the risks that we believe are the material risks of which our shareholders should be aware. However, additional risks that are not presently known to us, or that we believe are not material, may also prove to be important to you.

Risks Related to the Proposed Transactions Generally

The announcement and pendency of the proposed Portfolio Sale Transaction and Plan of Sale and Liquidation present certain risks to our ongoing business and operations.

On August 1, 2025, we entered into the Purchase Agreement. The transactions under the Purchase Agreement are expected to close in the fourth quarter of 2025 (currently expected to be in the late October/​early November timeframe), subject to customary closing conditions, including the receipt of approval from our shareholders. In connection with approving the Purchase Agreement, the Board approved the Plan of Sale and Liquidation. Effectiveness of the Plan of Sale and Liquidation is also subject to the receipt of approval from our shareholders.

The Company is aiming to complete the sales of the Remaining Company Assets by June 30, 2026. Because the Portfolio Sale Transaction is subject to a number of conditions, including some that are outside our control, and the sales of the Remaining Company Assets are subject to, among other things, completion of the marketing and sale process, negotiation of sale terms and completion of the sales, the exact timing of completing the Proposed Transactions cannot be determined at this time.

Prior to the closing of the Portfolio Sale Transaction and completion of the sales of all the Remaining Company Assets, as well as the wind-down of the Company’s business and affairs, and termination of the Company’s existence in accordance with the Plan of Sale and Liquidation, the Proposed Transactions present certain risks to our business and operations, which could materially and adversely affect our business, financial results and share price, including, among other things, that:

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we may fail to complete the Portfolio Sale Transaction, including due to the failure of our shareholders to approve the Portfolio Sale Proposal or the failure of us or Buyer to satisfy other closing conditions;

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we may have difficulty completing, or fail to complete, the Remaining Company Asset sales;

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we expect to incur substantial expenses related to the Proposed Transactions, whether or not the Portfolio Sale Transaction is completed and the Plan of Sale and Liquidation is approved by our shareholders; and

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our business and operations could be adversely affected, including by diverting significant focus of management, employees and other resources, by impacting our ability to retain our employees and our relationships with residents, tenants, vendors and other third parties, as a result of limitations on our conduct under purchase agreements (including the Purchase Agreement) during the pendency of sales under such agreements.

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Additionally, prior to the closing of the Portfolio Sale Transaction and completing the sales of all of the Remaining Company Assets, we will remain subject to all of the risks of operating our properties, including those described in the “Risk Factors” sections included in our annual and quarterly reports filed with the SEC, the risk that the cash flow and net working capital generated from the Company’s operations prior to completing the wind-down of the Company’s business and affairs and termination of the

 

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Company’s existence may be lower than we anticipate, and the risks and the costs associated with remaining a public company. In addition, such risks may result in our incurring additional obligations and liabilities which may be retained by us following the closing of the Portfolio Sale Transaction and the sales of the Remaining Company Assets and, in such event, could reduce the amounts ultimately available for distribution to our shareholders.

We cannot determine at this time the amount or timing of distributions to our shareholders in connection with the Portfolio Sale Transaction and the Plan of Sale and Liquidation because there are many factors, some of which are not within our control, that could affect the amount or timing of any such distributions.

Although we have provided an estimated range of Total Estimated Liquidating Distributions of between $17.40 and $18.32 per common share, there can be no assurances regarding the amounts of any shareholder distributions or the timing thereof. Even if we make the Initial Special Distribution, we may not be able to make any Additional Potential Special Distributions, even if we sell all the Remaining Company Assets. As further described under “The Plan of Sale and Liquidation — Amount and Timing of Distributions to our Shareholders as a Result of the Liquidation — Calculation of Total Estimated Liquidating Distributions Range,” our estimated range of Total Estimated Liquidating Distributions was estimated as of August 1, 2025, does not take into account interest rate, market volatility or other changes since that time or in the future and was derived, in part, from the estimated range of gross asset sales for the properties, less estimates for transaction costs, service costs and debt repayment amounts for the Debt Financing, general and administrative costs, including employee retention costs, capital expenditure requirements and REIT compliance costs, but adjusted upwards for estimated cash flow/net working capital to be generated from the Company’s operations prior to completing the sale of all of our properties. These estimates may overstate the proceeds from asset sales or understate the actual expenses, which means actual distributions may be significantly less than the estimated range. See “The Plan of Sale and Liquidation — Amount and Timing of Distributions to our Shareholders as a Result of the Liquidation — Uncertainties Relating to the Total Estimated Liquidating Distributions” beginning on page 108.

Other uncertainties that could cause the aggregate amount of liquidating distributions to be less than our estimate, or the timing of distributions to be delayed, in addition to other risks described elsewhere in this section, our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, include the following:

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failure to close the Portfolio Sale Transaction;

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the estimated net proceeds from the Debt Financing may be lower than we estimate due to, among other things, the results of lender real estate diligence, including property appraisals for lending purposes, establishment of customary reserves for property maintenance costs or special reserves for issues identified during lender real estate diligence and/or higher than estimated third party expenses associated with consummating the Debt Financing;

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the costs and expenses of the Portfolio Sale Transaction and the Plan of Sale and Liquidation may be higher than our estimates;

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the estimated amount of cash flow/net working capital to be generated from the Company’s operations prior to competing the wind-down of the Company’s business and affairs and termination of the Company’s existence pursuant to the Plan of Sale and Liquidation may be lower than we anticipate;

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costs and expenses of continuing to operate the Company, including as a public company, such as the need for additional retention costs, particularly if the liquidation takes longer than expected, may be higher than estimated;

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unanticipated or emergency capital expenditures may result in the need to incur additional debt financing or other costs and expenses that are not included in our estimates and which we cannot reasonably estimate at this time;

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unknown or additional costs or liabilities that arise in the future, including future litigation, which we cannot reasonably estimate at this time, could delay completion of our liquidation and cause us to incur additional costs and expenses;

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costs incurred to maintain our REIT status may be higher than estimated;

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the number of issued and outstanding shares from the estimated number we used to calculate the estimated ranges of the Initial Special Distribution and the Additional Potential Special Distribution could change; and

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the reserve amounts we may establish to satisfy known liabilities and liquidating expenses and estimated, unascertained or contingent liabilities and expenses may be higher than estimated.

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Any of these uncertainties could impact the amount and timing of the Total Estimated Liquidating Distributions.

Additionally, there can be no assurances regarding the amounts of your potential total return from receiving such distributions. Your total return will depend on the amount you paid for your common shares and the date on which you purchased such common shares. Please consult with your financial advisor for more information about your potential total return.

There can be no assurance that the sale of all of our assets as contemplated in the Proposed Transactions will result in greater returns to you on your investment, within a reasonable period of time, than you would receive through other alternatives reasonably available to us.

If our shareholders approve each of the Proposed Transactions, we will generally be focused on winding-down our operations, subject to the Board’s determination to amend or terminate the Plan of Sale and Liquidation if it determines that doing so is in the best interest of shareholders. This, among other factors, may adversely affect the value that a potential acquirer might place on us or our ability to sell the Sale Portfolio if the Portfolio Sale Transaction does not occur, or any remaining assets if the Portfolio Sale Transaction occurs. Once our assets are sold, you will no longer participate in any future earnings or growth of such assets or benefit from any increases in the value of such assets. It is possible that continuing with the status quo or pursuing one or more other strategic alternatives could result in greater returns on your investment over time. If the Plan of Sale and Liquidation becomes effective, we will be foregoing those alternative opportunities.

If shareholders approve one but not both of the Portfolio Sale Proposal and the Liquidation Proposal, we would be subject to a number of additional material risks.

If shareholders approve the Portfolio Sale Proposal, but not the Liquidation Proposal, in addition to the other risks described in this “Risk Factors” section, we would be subject to a number of additional material risks, including the following:

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under the terms of the Purchase Agreement, we would remain obligated to complete the Portfolio Sale Transaction in accordance with its terms;

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we would not move forward with an orderly wind-down of the Company’s business and affairs and termination of the Company’s existence by voluntary dissolution;

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we are not obligated to cease, and we intend to move forward with, the marketing and potential sale of certain of the Remaining Company Assets, regardless of the outcome of the shareholder vote on the Liquidation Proposal (or the Portfolio Sale Proposal);

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if we complete the Portfolio Sale Transaction, the Company would have a significantly reduced number of assets with which to generate operating revenue and support ongoing operating activity, and operating expenses may not proportionally decrease, which will result in our ongoing operating expenses potentially exceeding revenue generated by our remaining assets, and we therefore may experience difficulty continuing as a going concern;

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we may be required to continue to comply with the full reporting requirements of the Exchange Act, and other requirements under law and of regulatory bodies applicable to public companies and incur costs associated with such compliance, as well as the costs of certain insurance coverage;

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assuming we continue to desire to remain a REIT, our estimated REIT compliance costs may increase; and

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any distributions will generally be treated first as taxable dividends to the extent of the Company’s earnings and profits rather than tax-free liquidating distributions to the extent of a shareholder’s basis in their shares.

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If shareholders approve the Liquidation Proposal, but not the Portfolio Sale Proposal, in addition to the other risks described this “Risk Factors” section, we would be subject to a number of additional material risks, including that our Board may decide to review strategic alternatives again, and could determine not to move forward with the liquidation of the Company under the Plan of Sale and Liquidation and instead pursue another option or continue the Company’s operations in its current form.

The occurrence of any of these events may impair our ability to conduct our business, including continuing as a going concern, may adversely affect our share price, may increase our costs or may reduce or delay the amounts otherwise available for distribution to our shareholders.

Our trustees and executive officers may have interests in the Proposed Transactions that are different from, or in addition to, the interests of our shareholders generally.

In considering the Board’s recommendations that you vote in favor of the four proposals to be voted on at the Special Meeting, you should be aware that our trustees and executive officers have interests in the Portfolio Sale Transaction and Plan of Sale and Liquidation, in light of, among other interests, the common shares (including restricted common shares) and restricted share units (“RSUs”) owned by our trustees and executive officers, the change in control agreements between each of our executive officers and Elme and the equity compensation awards our executive officers have received, each of which may entitle the trustees and executive officers to certain payments in connection with the Proposed Transactions. The impact of the Proposed Transactions on our trustees and executive officers is described more fully below in “The Proposed Transactions — Interests of Our Trustees and Executive Officers” beginning on page 79.

Approval of the Portfolio Sale Proposal and the Liquidation Proposal, and the actions and transactions contemplated thereby, may lead to shareholder litigation which could result in substantial costs and distract management.

Historically, extraordinary corporate actions such as the proposed Portfolio Sale Transaction and Plan of Sale and Liquidation, and the actions and transactions contemplated thereby, sometimes lead to securities class action lawsuits being filed against the company taking such actions, which can delay or prevent altogether the completion of such actions. We may become involved in this type of litigation as a result of the shareholder votes on the Portfolio Sale Proposal and/or the Liquidation Proposal. As of the date of this proxy statement, no such lawsuits related to the Portfolio Sale Transaction or the Plan of Sale and Liquidation, and the actions and transactions contemplated thereby, were pending or, to our knowledge, threatened. However, if such a lawsuit is filed against us, the litigation costs may be expensive, and, even if we ultimately prevail, the process will divert our attention from implementing the Portfolio Sale Transaction and, following the closing thereof, the wind-down of the Company’s business and affairs and termination of the Company’s existence. If we were not to prevail in such a lawsuit, we cannot predict the amount of any damages for which we may be obligated and if any plaintiffs are successful in obtaining an injunction, it may prohibit us from conducting the wind-down and termination of the Company’s existence under the Plan of Sale and Liquidation or from completing the Portfolio Sale Transaction. If applicable, any such damages may be significant, may have a material adverse effect on our financial condition and may reduce, eliminate or delay the amounts available for distribution to our shareholders.

Additional Risks Related to the Portfolio Sale Transaction

The Purchase Agreement significantly limits our ability to pursue alternatives to the Portfolio Sale Transaction.

The Purchase Agreement contains provisions that make it more difficult for us to enter into a transaction with a party other than Buyer regarding an alternative acquisition proposal, including a proposal to acquire all or a significant portion of the Sale Portfolio or the entire Company. These provisions include the general prohibition on our soliciting any Competing Acquisition Proposal or entering into any agreement for an alternative acquisition proposal, and the requirement that we pay the Seller Termination Fee if the Purchase

 

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Agreement is terminated in specified circumstances. See “The Purchase Agreement — Termination of the Purchase Agreement” beginning on page 100.

These provisions of the Purchase Agreement could discourage a third party that might have an interest in acquiring all or any portion of the Sale Portfolio or the entire Company from considering or proposing a transaction, even if that party were prepared to pay consideration with a higher value relative to the Purchase Price to be paid by Buyer for the Sale Portfolio. Furthermore, the Seller Termination Fee may result in a potential acquiror offering to pay a lower purchase price to acquire all or any portion of the Sale Portfolio or the entire Company than it might otherwise have offered to pay. The payment of the Seller Termination Fee (and cancellation of the Portfolio Sale Transaction) could also have an adverse effect on our financial condition and may reduce the amounts of any distributions to our shareholders.

Even if our shareholders approve the Portfolio Sale Proposal, it may not be completed.

In addition to the required approval of our shareholders, the closing of the Portfolio Sale Transaction is subject to several closing conditions, some of which are not entirely within our control, including:

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the absence of a material adverse effect on either the Company Parties or Buyer;

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the absence of an injunction or other judgment, order or decree restricting or prohibiting the Portfolio Sale Transaction;

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the performance of the Parties’ obligations under the Purchase Agreement; and

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the accuracy, subject to certain materiality standards, of the representations and warranties made by the Parties in the Purchase Agreement.

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The Portfolio Sale Transaction may not be completed on the terms or timeline currently contemplated, or at all, and other events may intervene to delay the Portfolio Sale Transaction or result in the termination of the Purchase Agreement, including if the conditions to the closing of the Portfolio Sale Transaction are not satisfied, and, as a result, even if the Portfolio Sale Transaction is approved by our shareholders, there can be no assurance that the Portfolio Sale Transaction will be completed.

If the Portfolio Sale Transaction is not completed, we would be subject to a number of material risks.

If the Portfolio Sale Transaction is not completed, we would be subject to a number of material risks, including that the following:

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we may be unable to dispose of the Sale Portfolio, or the Sale Properties comprising the Sale Portfolio, for a price, individually or in the aggregate, equaling or exceeding the allocated Purchase Price in the Portfolio Sale Transaction;

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we may be unable to enter into an alternative transaction to dispose of the Sale Portfolio on terms that are acceptable to the Board;

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we would still be required to pay expenses incurred in connection with the Portfolio Sale Transaction, including legal, accounting, financial advisory, filing, printing and mailing fees;

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if our shareholders do not approve the Portfolio Sale Proposal, we would be required to reimburse the Buyer Parent for up to $3 million in reasonable out-of-pocket costs, fees and expenses incurred by the Buyer Parties in connection with the Purchase Agreement and the transactions contemplated thereby;

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we may be required to pay the Seller Termination Fee in certain specified circumstances; and

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the price of our common shares could decline.

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The occurrence of any of these events may impair our ability to conduct our business, may reduce the amounts otherwise available for distribution to our shareholders and the Board could decide to conduct our liquidation and termination of the Company’s existence differently than as currently planned, or not at all.

 

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Additional Risks Related to the Plan of Sale and Liquidation

The sales of our assets pursuant to the Plan of Sale and Liquidation will not be subject to further shareholder approval.

If our shareholders approve the Liquidation Proposal, the Board will have the authority to cause us to sell any and all of the Company’s assets on such terms and to such parties, as the Board determines appropriate and in the best interest of our shareholders, even if such terms are less favorable than those assumed for the purpose of calculating the Total Estimated Liquidating Distributions. Notably, unless a shareholder vote is otherwise required under Maryland law, our shareholders will have no subsequent opportunity to vote on such matters and will, therefore, have no right to approve or disapprove the terms of such sales.

Even if our shareholders approve the Liquidation Proposal, the Plan of Sale and Liquidation may not be completed.

If our shareholders approve the Liquidation Proposal, we will be authorized to engage in the wind-down of our business and affairs, discharging, paying or setting aside reserves for our liabilities, including contingent liabilities, disposing of our assets and distributing our remaining assets available for distribution to our shareholders (as determined by the Board in its discretion), establishing one or more reserve funds to satisfy known liabilities and liquidating expenses and estimated, unascertained or contingent liabilities and expenses. We have commenced marketing and sale activities with respect to the Remaining Company Assets with a view toward completing these sales by June 30, 2026. While the Plan of Sale and Liquidation authorizes the sale of our remaining assets, we cannot predict whether we will be able to do so by such date, or at all, or at prices or on terms and conditions acceptable to us.

In addition, notwithstanding approval of the Liquidation Proposal by our shareholders, the Board may amend or terminate the Plan of Sale and Liquidation without shareholder approval at the Board’s discretion, at any time prior to the filing of a Notice of Termination, if it determines that doing so is in the best interest of the Company and our shareholders. Thus, the Board could decide to conduct our liquidation and termination of the Company’s existence differently than as currently planned, or not at all. If the Board amends, modifies or terminates the Plan of Sale and Liquidation, it may impact the timing and amount of the Total Estimated Liquidating Distributions, our share price, our results of operations and our on-going business.

Defaults under future sale agreements may delay or reduce liquidating distributions.

The closing of the transactions contemplated by the Plan of Sale and Liquidation will be subject to our entering into and consummating future sale agreements. If any of the transactions contemplated by these future sale agreements do not close because of a buyer default, failure of a closing condition or for any other reason, including failure to find a buyer, we may not be able to enter into a new agreement on a timely basis or on terms that are as favorable as the original sale agreement. Any delay in the completion of asset sales could delay our payment of liquidating distributions to our shareholders. We will also incur additional costs involved in locating a new buyer and negotiating a new sale agreement for the asset. These additional costs are not included in our range of Total Estimated Liquidating Distributions. Such defaults and the resulting additional costs may reduce the Total Estimated Liquidating Distributions to our shareholders.

Additional liabilities and obligations could arise during the liquidation process.

Following the Portfolio Sale Transaction and the sales of the Remaining Company Assets, we will retain liabilities that must be satisfied prior to any final distribution to our shareholders, and some of those liabilities are uncertain or unknown at this time. Significant time could be required to resolve some of these liabilities, including as a result of factors beyond our control, which could impact both the timing and the amount of any final distribution to our shareholders. Also, some liabilities may involve third party disputes. If we have underestimated our existing obligations and liabilities, such as future litigation, or if unanticipated or contingent liabilities arise, the amount of distributions to our shareholders could be less than the amounts we have estimated or the timing could be delayed. For the foregoing reasons, among others, there can be no

 

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assurance as to the timing and amount of any final distributions to our shareholders, even if the Portfolio Sale Transaction is completed and the Plan of Sale and Liquidation is approved.

If we are unable to find buyers for the Remaining Company Assets on a timely basis or at our expected sales prices, our liquidating distributions may be delayed or reduced.

As of the date of this proxy statement, none of our Remaining Company Assets are subject to a binding sale agreement providing for their sale. In estimating the range of Total Estimated Liquidating Distributions, we assumed that we will be able to find buyers for all of our assets at amounts based on our estimated range of gross real estate sales prices. However, we may have overestimated the sales prices that we will ultimately be able to obtain for these assets. For example, we may decide to sell groups of properties together, at a price that could be lower than the price we could get over a longer period of time if we sold each asset separately, in order to complete sales more quickly and reduce the risk of a lengthy liquidation process, or we could be required to lower our asking prices below the low end of our current estimate of one or more assets’ market value in order to find buyers in a timely manner. Additionally, our public announcement of our intent to liquidate the Company may adversely impact the prices we will ultimately be able to obtain for the Remaining Company Assets, which could result in less proceeds from the sales of the Remaining Company Assets.

Furthermore, investments in real properties are relatively illiquid and real estate sales prices are regularly changing and fluctuate with changes in general economic or local conditions, changes in interest rates or availability of mortgage funds that may render the sale of a property difficult or unattractive, supply and demand dynamics for similar or competing properties in an area, changes in tax, real estate, environmental and zoning laws and regulations, occupancy percentages, lease rates, competition, the availability of suitable buyers, operating performance and the perceived quality and dependability of income flows from tenancies, potential major repairs or other contingent liabilities associated with the assets and a number of other factors, both local and national. If we are not able to find buyers for these assets in a timely manner or at all, or incur expenses for a longer period than anticipated, or if we have overestimated the sales prices we will receive, our liquidating distributions to our shareholders could be delayed or reduced accordingly and the Initial Special Distribution and one or more Additional Potential Special Distributions may ultimately be lower than the prevailing market or trading price of our common shares prior to the Portfolio Sale Transaction and the sales of the Remaining Company Assets pursuant to the Plan of Sale and Liquidation.

Our ability to implement the Plan of Sale and Liquidation depends upon the participation of key personnel and there is no assurance such key personnel will remain in place.

Our ability to implement the Plan of Sale and Liquidation will depend to a significant degree upon the contributions of key personnel to continue to maintain corporate and property-level operations while we complete the sales of the Remaining Company Assets and wind-down of our business and affairs, including maintaining financing arrangements and accounting services, preparing and filing all reports required to be filed by it with the SEC, the IRS and other regulatory agencies, maintaining our REIT status (to the extent applicable) and maintaining our compliance with the Sarbanes-Oxley Act. Following the closing of the Portfolio Sale Transaction, the Company expects to begin and continue, as appropriate, downsizing with a focus on retaining an appropriate level of personnel with the necessary skill set commensurate with the reduced size of the Company, including those executive officers and other key personnel necessary for the continued operation of the Remaining Company Assets and completion of the wind-down activities, which downsizing is expected to affect both officers and other employees. There can be no assurance that we will be able to retain or replace key personnel needed to successfully maintain operations while we implement the Plan of Sale and Liquidation. The loss of, or inability to retain or replace, key personnel could adversely impact our business and our ability to successfully implement the Plan of Sale and Liquidation and could result in delays.

If the Liquidation Proposal is approved by our shareholders, we do not intend to declare or pay future regular quarterly distributions.

On August 4, 2025, we announced that the Board had declared the October Regular Quarterly Distribution of $0.18 per common share to be paid on October 3, 2025. If the Liquidation Proposal is

 

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approved by our shareholders, we expect to discontinue the payment of regular quarterly distributions and, instead, only make liquidating distributions in the future, if available and in the discretion of the Board, including the Initial Special Distribution and one or more Additional Potential Special Distributions.

We may require additional capital or financing to complete the wind-down of the Company’s business and affairs, dissolution and termination of the Company’s existence under the Plan of Sale and Liquidation, which may reduce the amount available for distribution to shareholders.

In connection with the Proposed Transactions, we intend to obtain the Debt Financing from GS Bank, which will be secured by substantially all of Elme’s real estate assets and subsidiary equity interests that remain after the closing under the Purchase Agreement. The funding of the Debt Financing is contingent on the closing of the Portfolio Sale Transaction and the satisfaction of customary conditions, including but not limited to execution and delivery of definitive documentation with respect to the Debt Financing. The actual documentation governing the Debt Financing has not been finalized. The actual amount of proceeds from the Debt Financing may be lower than we estimate due to, among other things, the results of lender real estate diligence, including property appraisals for lending purposes, establishment of customary reserves for property maintenance costs or special reserves for issues identified during lender real estate diligence, and/or higher than estimated third party expenses associated with consummating the Debt Financing.

The Company intends to use a portion of the proceeds from the Debt Financing toward payment of the Initial Special Distribution, but additional funds will be set aside for operations during the wind-down of the Company’s business and affairs and sales of the Remaining Company Assets. There is no assurance that the amount available under the Debt Financing, together with funds from operations of the Remaining Company Assets until they are sold, will be sufficient for all required purposes. If such funds are insufficient, we may require additional capital to fund our other capital needs, including funds that will be needed to implement the Plan of Sale and Liquidation effectively. For example, we may be required to invest capital to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct these defects or to make these improvements or be able to raise such additional capital, if needed. In addition, the ability to make Additional Potential Special Distributions will be subject to ongoing compliance with the covenants and other terms of our Debt Financing which could impact our ability to make, or the timing of, distributions. Reductions in the amounts that we receive when we sell our assets, or our failure to comply with the covenants in the Debt Financing documentation, our failure to meet our capital needs with the Debt Financing, or other financing that is on favorable terms, could reduce, eliminate or delay the liquidating distributions we make to our shareholders, or otherwise adversely effect our financial condition.

Shareholders may be liable to our creditors, up to the amounts received from us pursuant to the Plan of Sale and Liquidation if our reserve fund or the assets transferred to a liquidating trust are inadequate.

If our shareholders approve the Liquidation Proposal, we intend to dispose of our assets, discharge, pay or set aside reserves for our liabilities, including contingent liabilities, and distribute to our shareholders any remaining assets pursuant to the Plan of Sale and Liquidation as soon as practicable. In the event that it should not be feasible, in the opinion of the Board, for the Company to pay, or adequately provide for, all of our debts and liabilities, or if the Board shall determine it is advisable, the Board may establish a liquidating trust to which the Company could distribute in kind its unsold assets.

Any reserve fund or assets transferred to a liquidating trust established by us may not be adequate to cover any contingent expenses and liabilities. Under Maryland law, if we make distributions and fail to maintain an adequate reserve fund or fail to transfer adequate assets in a liquidating trust for payment of our contingent expenses and liabilities, each shareholder could be held liable for payment to our creditors of such amounts owed to creditors which we fail to pay. The liability of any shareholder would be limited to the amount of such liquidating distributions previously received by such shareholder from us or the liquidating trust. Accordingly, in such event, a shareholder could be required to return all such distributions received from the Company or the liquidating trust. If a shareholder has paid taxes on liquidating distributions previously received, a repayment of all or a portion of such amount could result in a shareholder incurring a net tax cost if the shareholder’s repayment of an amount previously distributed does not cause a

 

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commensurate reduction in taxes payable. If we decide to establish a reserve fund or transfer assets to a liquidating trust to provide for any unknown or outstanding liabilities and expenses, it may delay distributions our shareholders would otherwise receive.

During the course of the liquidation process, we will change our basis of accounting, which could require us to write down our assets.

During the course of the liquidation process, we will eventually change our basis of accounting from the going-concern basis to the liquidation basis of accounting. In order for our financial statements to be in accordance with generally accepted accounting principles (“GAAP”) under the liquidation basis of accounting, all of our assets must be measured at the estimated amount of consideration we expect to collect and all of our liabilities must be measured at the estimated amounts at which the liabilities are expected to be settled. There is a risk that the liquidation basis of accounting may result in write-downs of certain of our assets to values substantially less than their carrying amounts and may require that certain of our liabilities be increased or recorded to reflect the anticipated effects of the liquidation.

For as long as appropriate, we intend to continue to use the going-concern basis of accounting. Under the going-concern basis, assets and liabilities are expected to be realized in the normal course of business. However, long-lived assets to be sold should be reported at the lower of carrying amount or estimated fair value less cost to sell. For long-lived assets to be held and used, when a change in circumstances occurs, our management must assess whether we can recover the carrying amounts of our long-lived assets. If our management determines that, based on all available information, we cannot recover those carrying amounts, an impairment of value of our long-lived assets will be deemed to have occurred and the assets written down to their estimated fair value.

The Company will likely continue to incur the expenses of complying with public company reporting requirements during the wind-down process.

Following the closing of the Portfolio Sale Transaction and through our subsequent wind-down and liquidation, if any, we intend to, and may be required to, continue to comply with the applicable reporting requirements of the Exchange Act, even if compliance with these reporting requirements is economically burdensome. To the extent such compliance is required, in order to curtail expenses, we may seek relief from the SEC from certain of the reporting requirements under the Exchange Act. We anticipate that, if such relief is granted, we would continue to file annual reports on Form 10-K and current reports on Form 8-K to disclose material events relating to the our liquidation, along with any other reports that might be required by the SEC. Although the financial statements contained in such reports will be prepared in accordance with GAAP and will be reviewed by our independent registered public accounting firm, it is not contemplated that the financial statements will be audited by independent registered public accountants. We anticipate that, if such relief is granted, we would not prepare or distribute quarterly financial statements.

If our Liquidation Proposal is approved, we anticipate that our common shares will be delisted from the NYSE at a future date to be determined by the Board.

In connection with the Plan of Sale and Liquidation, at a future date as the Board determines, we anticipate that we will voluntarily delist our common shares from the NYSE, subject to the rules of the NYSE and our Declaration of Trust, in order to reduce our operating expenses and maximize our liquidating distributions. In addition, the NYSE may commence delisting proceedings against us if (i) the average closing price of our common shares over a 30-day consecutive trading period falls below $1.00 per common share, (ii) our average market capitalization over a 30-day consecutive trading period falls below $15 million or (iii) we lose our REIT qualification. If our common shares are delisted, you may have difficulty trading your common shares on the secondary market. In addition, if the Board determines, in its sole discretion, to transfer our remaining assets and liabilities to a liquidating trust, our liquidating trust will likely provide for a prohibition on the transfer of trust interests, subject to certain limited exceptions.

As a result of the Plan of Sale and Liquidation, certain institutional shareholders may be required to sell their common shares if the common shares fail to meet the requirements to be on certain indexes.

If the Plan of Sale and Liquidation is approved by shareholders, the governing documents of certain of our institutional investors may prohibit them from holding our common shares. Similarly, any index of which

 

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our common shares are a member, such as the Russell 2000, may have restrictions that would require our common shares to no longer be part of such index. If either or both of these were to be the case, such institutional investors and other investors who invest in stocks included on such index would be required to divest of the common shares they hold which would create downward pressure on the trading price of our common shares. If this were to occur, shareholders who sell common shares prior to our completion of the liquidation may receive less than shareholders who receive all liquidating distributions ultimately made.

Risks Related to Taxes and our Status as a REIT

We may fail to continue to qualify as a REIT, which would reduce the amount of any potential distributions.

The range of Total Estimated Liquidating Distributions set forth in this proxy statement assumes that the Company will continue to qualify as a REIT under the Code during the entire liquidation process and, therefore, no provision has been made for federal income taxes. So long as we qualify as a REIT and distribute all of our REIT taxable income each year, we generally will not be subject to federal income tax. While the Board does not presently intend to terminate our REIT status prior to the final liquidating distribution of our assets and our termination by voluntary dissolution, pursuant to the Plan of Sale and Liquidation, the Board may take actions that would result in such a loss of REIT status. To qualify as a REIT, we must satisfy various ongoing requirements relating to the nature of our gross assets and income, the timing and amount of distributions and the composition of our shareholders. There can be no assurance that we will be able to maintain our REIT qualification. We may encounter difficulties satisfying these requirements as part of the liquidation process. If we lose our REIT status, we would be taxable as a corporation for federal income tax purposes and would be liable for federal income taxes, including any applicable alternative minimum tax, at the corporate rate with respect to our entire income from operations and from liquidating sales of our assets for the taxable year in which our qualification as a REIT terminates and in any subsequent years, and we would not be entitled to a tax deduction for distributions that we make. We would also be subject to increased state and local taxes. As a result of these consequences, our failure to qualify as a REIT could substantially reduce the funds available for distribution to our shareholders.

The sale of properties may cause us to incur penalty taxes, or own and sell properties through taxable REIT subsidiaries (“TRS”), each of which would reduce the amount available for distribution to our shareholders.

The sale of one or more of our properties may be considered a prohibited transaction under the Code. Any “inventory-like” sales or dealer sales could be considered such a prohibited transaction. If we are deemed to have engaged in a “prohibited transaction” ​(i.e., sale of a property held by us primarily for sale in the ordinary course of our trade or business), all net gain that we derive from such sale would be subject to a 100% penalty tax. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% penalty tax. The sale of our properties in anticipation of or in connection with the Plan of Sale and Liquidation, or the sales of our properties if shareholders do not approve the Liquidation Proposal, may not satisfy the prohibited transaction safe harbor, depending on the circumstances in which such sales are completed.

If we desire to sell a property pursuant to a transaction that does not satisfy the safe harbor, we may be able to avoid the prohibited transaction tax if, among other alternatives, we hold and sell the property through a TRS. In that case, any gain would be taxable to the TRS at regular corporate income tax rates.

As a result of the foregoing circumstances, the amount available for distribution to our shareholders could be significantly reduced.

Distributing interests in a liquidating trust (or other liquidating entity) may cause you to recognize gain prior to the receipt of cash.

The REIT provisions of the Code generally require that each year we distribute as dividends to our shareholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and by excluding any net capital gains). Our liquidating distributions generally will not qualify as deductible dividends for this purpose unless, among other things, we make such distributions within 24 months after the adoption of the Plan of Sale and Liquidation.

 

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Conditions may arise which cause us not to be able to liquidate within such 24-month period or otherwise maintain our REIT status. In such event, rather than retain our assets and risk losing our status as a REIT, we may elect, for tax purposes, to transfer our remaining assets and liabilities to a liquidating trust or convert the Company to a liquidating entity that is a limited liability company, partnership or a trust. In addition, the Board may cause the Company to transfer its remaining assets and liabilities to a liquidating trust or to convert the Company to another form of liquidating entity if the Board determines, in its discretion, that it is advantageous or appropriate to do so. Such a transfer or conversion would be treated as a distribution of our remaining assets to our shareholders, together with a contribution of the assets to the liquidating trust or other liquidating entity. As a result, you would recognize gain to the extent that your share of the cash and the net fair market value of any assets (less liabilities assumed) received or initially held by the liquidating trust or other liquidating entity was greater than your basis in your Company common shares, regardless of whether you contemporaneously receive a distribution of cash with which to satisfy any resulting tax liability, and the Company may have withholding tax obligations with respect to foreign shareholders. In addition, it is possible that the fair market value of the assets received or initially held by the liquidating trust or other liquidating entity, as estimated for purposes of determining the extent of your gain at the time at which interests in the liquidating trust or other liquidating entity are distributed to the shareholders, will exceed the cash or fair market value of property received by the liquidating trust or other liquidating entity on a later sale of the assets. In this case, you could recognize a loss in a taxable year subsequent to the taxable year in which the gain was recognized, the deductibility of which may be limited under the Code. The distribution to shareholders of interests in a liquidating trust or the conversion of the Company to a liquidating entity may also cause ongoing adverse tax consequences (particularly to tax-exempt and foreign shareholders, which may be required to file U.S. tax returns with respect to their share of income generated by the liquidating trust or other liquidating entity).

Because liquidating distributions may be made in multiple tax years, if we were to abandon the Plan of Sale and Liquidation in a tax year subsequent to one in which we already made liquidating distributions, the timing and character of your taxation with respect to liquidating distributions made to you in the prior tax year could change, which may subject you to tax liability (which tax liability could be at ordinary income rates, subject to the Code section 199A deduction, if available, rather than capital gains rates) in the prior tax year that you would not otherwise have been subject to and we could lose our REIT status as of the beginning of such prior tax year.

The U.S. federal income tax consequences of abandoning a plan of liquidation are not entirely clear once we have begun making liquidating distributions, in particular because liquidating distributions could be made in multiple tax years during the 24 months we have for U.S. federal income tax purposes to complete our liquidation after the Plan of Sale and Liquidation has been adopted by our shareholders. In general, distributions to you under the Plan of Sale and Liquidation, including your pro rata share of the fair market value of any assets that are transferred to a liquidating trust, should not be taxable to you for U.S. federal income tax purposes until the aggregate amount of liquidating distributions to you exceeds your adjusted tax basis in your common shares, and then should be taxable to you as capital gain (assuming you hold your shares as a capital asset). However, if we abandon the Plan of Sale and Liquidation, the U.S. federal income tax treatment of any liquidating distributions already made pursuant to the Plan of Sale and Liquidation would change because they would no longer be treated as having been made as part of our complete liquidation. Instead, any such distributions would be treated as either a distribution made with respect to the shares you hold, subject to the normal rules of U.S. federal income tax the distributions you currently receive are subject to, or as payment to you for the sale or exchange of your shares in partial redemption of them.

Whether sale or distribution treatment would apply to you depends on your particular circumstances and we cannot predict which would apply; however, regardless of which treatment would apply, each distribution likely would be at least be partially taxable to you. Accordingly, if we had made liquidating distributions in the tax year we adopted the Plan of Sale and Liquidation which did not exceed your tax basis in your shares (and therefore were not taxable to you), and we abandoned the Plan of Sale and Liquidation in the subsequent tax year, you may now have a tax liability with respect to the distributions made to you in the prior tax year, and, if they are treated as distributions rather than a sale or exchange, whether you are taxed at ordinary (subject to the Code section 199A deduction, if available), or capital gains rates, may depend on whether we had declared any portion of such distributions as capital gain dividends.

 

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In addition, liquidating distributions we make pursuant to the Plan of Sale and Liquidation qualify for the dividends paid deduction (which helps us ensure we meet our annual distribution requirement during our liquidation process), provided that they are made within 24 months of the adoption of such plan (within the meaning of the Code (which is effective upon approval by the shareholders of the Plan of Sale and Liquidation)); however, if such distributions were no longer made pursuant to our complete liquidation within 24 months of such adoption of our Plan of Sale and Liquidation whether any part of such distributions qualify for the dividends paid deduction will depend on different criteria. If we had made some liquidating distributions in one tax year and we abandoned the Plan of Sale and Liquidation in the subsequent tax year, it is possible that we may not have made sufficient distributions in that first tax year to satisfy our annual distribution requirement for that tax year which, if we are unable to cure such failure, could result in the loss of our REIT status effective as of the beginning of that first tax year.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters.

Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Elme to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Additional factors which may cause the actual results, performance, or achievements of Elme to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements include, but are not limited to: the satisfaction or waiver of other conditions to closing the Portfolio Sale Transaction pursuant to the Purchase Agreement; the possibility that Elme’s shareholders do not approve the Portfolio Sale Proposal and/or the Liquidation Proposal or that the conditions to the closing on the Sale Properties included in the Portfolio Sale Transaction are not satisfied or waived at all or on the anticipated timeline; the possibility that Elme’s shareholders approve one but not both of the Portfolio Sale Proposal and the Liquidation Proposal; unanticipated difficulties or expenditures relating to the Proposed Transactions; changes in the amount and timing of the Initial Special Distribution and any Additional Potential Special Distributions, including but not limited to as a result of unexpected levels of transaction costs, unexpected additional capital or financing requirements, delayed or terminated closings, defaults under future sale agreements pursuant to the Plan of Sale and Liquidation, liquidation costs or unpaid or additional liabilities and obligations, including but not limited to tax liabilities; the inability to close our proposed Debt Financing on the terms or timeline or for the amount anticipated, including the anticipated fees associated with the repayment of our existing indebtedness; the possibility of converting to a liquidating trust or other liquidating entity; the ability of the Board to terminate the Plan of Sale and Liquidation, whether or not approved by shareholders; the possibility that Elme does not reserve adequate funds to cover expenses and liabilities, and the possibility that our creditors, in that instance, could seek repayment from our shareholders up to the amount of the Total Estimated Liquidating Distributions; the response of our residents, tenants and business partners to the announcement of the Proposed Transactions; potential difficulties in retaining our executive officers and other key personnel as a result of announcement of the Proposed Transactions; the occurrence of any event, change or other circumstances that could give rise to the termination of the Portfolio Sale Transaction; the outcome of legal proceedings that may be instituted against Elme, its trustees and others related to the Proposed Transactions; the risk that disruptions caused by or relating to the Proposed Transactions will harm Elme’s ongoing business, including current plans and operations; risks relating to the market value of Elme’s common shares, including following approval of the Proposed Transactions by our shareholders and any requirements that certain institutional shareholders sell their common shares; risks relating to the delisting of Elme’s common shares from the NYSE; risks relating to the expenses of complying with public company reporting requirements; risks associated with the limitations set forth in the Purchase Agreement regarding Elme’s ability to pursue alternatives to the Portfolio Sale Transaction; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the Proposed Transactions; restrictions during the pendency of the Portfolio Sale Transaction that may impact Elme’s ability to pursue certain business opportunities or strategic transactions; risks associated with any change in Elme’s basis of accounting; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of Elme’s properties and potential illiquidity of Elme’s remaining real estate investments); whether or not the sale of one or more of Elme’s properties may be considered a prohibited transaction under the Internal Revenue Code of 1986, as amended; Elme’s ability to maintain its status as a real estate investment trust for U.S. federal income tax purposes; risks associated with tax liability in implementing the Plan of Sale and Liquidation; the occurrence of any event, change or other circumstances that could give rise to the termination of one or both of the Proposed Transactions; the risks associated with ownership of real estate in general and our real estate assets in particular; general economic and market developments and conditions; and volatility and uncertainty in the financial markets.

 

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The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect Elme’s businesses in the “Risk Factors” section of this proxy statement and Elme’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Elme from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. While forward-looking statements reflect the Elme’s good faith beliefs, they are not guarantees of future performance. Elme undertakes no obligation to update its forward-looking statements or risk factors to reflect new information, future events or otherwise.

 

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our shareholders in connection with the solicitation of proxies by the Board for use at the Special Meeting to be held on [•], 2025 at [•] a.m., Eastern Time. The Special Meeting will be held in virtual-only format via live webcast at [•]. There will be no physical location for the Special Meeting.

Purpose

The purpose of the Special Meeting is for you to consider and vote on the following proposals:

1.

the Portfolio Sale Proposal;

​

2.

the Liquidation Proposal;

​

3.

the Compensation Proposal; and

​

4.

the Adjournment Proposal.

​

Our shareholders must approve the Portfolio Sale Proposal for the Portfolio Sale Transaction to be completed. Our shareholders must approve the Liquidation Proposal for the Plan of Sale and Liquidation to become effective. A copy of the Purchase Agreement and the Plan of Sale and Liquidation are attached as Appendix A and Appendix B, respectively, to this proxy statement, which we encourage you to read carefully in their entirety. See “The Purchase Agreement” beginning on page 88 and “The Plan of Sale and Liquidation” beginning on page 103, respectively, for a summary of their material provisions.

Approval of the Portfolio Sale Proposal is not conditioned on approval of the Liquidation Proposal. The approval by our shareholders of the Portfolio Sale Proposal is a closing condition under the Purchase Agreement and, in the event the Portfolio Sale Proposal does not receive the vote necessary to approve that proposal, then the closing conditions under the Purchase Agreement will not be satisfied (even if the Liquidation Proposal receives the vote necessary to approve that proposal) and the Portfolio Sale Transaction will not be completed. Approval of the Liquidation Proposal is not conditioned on approval of the Portfolio Sale Proposal or the closing of the Portfolio Sale Transaction.

Record Date, Notice and Quorum

Only holders of common shares at the close of business on September 10, 2025, which is the Record Date for the Special Meeting, are entitled to receive notice of and vote at the Special Meeting or any adjournments or postponements of the Special Meeting. On the Record Date, there were [•] common shares outstanding.

The presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting on any matter will constitute a quorum at the Special Meeting. A quorum is necessary to hold the Special Meeting. Abstentions and broker non-votes, if any, are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the virtual Special Meeting.

Required Vote

Approval of each of the Portfolio Sale Proposal and the Liquidation Proposal requires the affirmative vote of holders of common shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Because the required vote for each of the Portfolio Sale Proposal and the Liquidation Proposal is based on the number of votes entitled to be cast by the holders of our common shares rather than on the number of votes cast, any common shares not voted (whether by abstentions, broker non-votes, if any, or otherwise) will have the same effect as voting “AGAINST” approval of the Portfolio Sale Proposal and “AGAINST” approval of the Liquidation Proposal.

 

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Approval of each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast, meaning the number of votes “FOR” a proposal must exceed the number of votes “AGAINST” that proposal. For these proposals, if you fail to vote your common shares (whether by abstentions, broker non-votes, if any, or otherwise) such failure will not have any effect on the outcome of these proposals, assuming a quorum is present. Approval of the Compensation Proposal and the Adjournment Proposal is not a condition to the completion of the Portfolio Sale Transaction or the effectiveness of the Plan of Sale and Liquidation.

Each common share that was outstanding on the Record Date entitles the holder thereof to one vote on each proposal presented at the Special Meeting.

Virtual Attendance

If you are a registered shareholder (i.e., you hold your shares directly through our transfer agent, Computershare), you do not need to register to virtually attend the Special Meeting. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares in “street name,” ​(i.e., through a broker, bank or other nominee) and want to attend the Special Meeting, you must register in advance of the meeting. To register to attend the Special Meeting, you must submit proof of your proxy power (legal proxy) reflecting your holdings in Elme along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time, on [•], 2025.

You will receive a confirmation of your registration by email after Computershare receives your registration materials.

Requests for registration should be directed to Computershare as follows:

•

By email: legalproxy@computershare.com; or

​

•

By mail:   Computershare

​

Elme Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

If you do not register to attend the meeting by 5:00 p.m. Eastern Time, on [•], 2025, you may enter the Special Meeting as a guest, but you will not have the ability to ask questions or vote.

The online meeting will begin promptly at [•] a.m., Eastern Time. We encourage you to access the meeting prior to the start time.

Authorizing a Proxy and Voting

Voting by Proxy for Shares Registered Directly in the Name of the Shareholder

Shareholders of record may cause their common shares to be voted by proxy using one of the following methods:

•

Vote by Internet.   You may authorize a proxy to vote via the Internet by following the instructions provided on your proxy card. The website for Internet voting is printed on your proxy card. To authorize a proxy to vote your common shares online, you will be asked to enter your control number(s) to ensure the security of your vote. You will find your control number on your proxy card received with your proxy statement. If you vote by Internet, you do not need to return your proxy card.

​

•

Vote by Telephone.   You also have the option to authorize a proxy to vote by telephone by calling the toll-free number listed on your proxy card. When you call, please have your proxy card in hand. You will be asked to enter your control number(s) to ensure the security of your vote. You will receive a series of voice instructions that will allow you to authorize a proxy to vote your common shares. You will also be given the opportunity to confirm that your instructions have been properly recorded. If you vote by telephone, you do not need to return your proxy card.

​

 

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•

Vote by Mail.   If you received printed materials and would like to authorize a proxy to vote your common shares by mail, please mark, sign and date your proxy card and return it promptly to our transfer agent, Computershare, in the postage-paid envelope provided. Mailed votes must be received by [•], 2025 in order to be counted.

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The enclosed proxy card clearly indicates in bold face type that the solicitation is made on behalf of the Board and provides a specifically designated blank space to date the proxy. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” separately on each of the following matters: (1) the Portfolio Sale Proposal; (2) the Liquidation Proposal; (3) the Compensation Proposal; and (4) the Adjournment Proposal. Unless you specify otherwise, proxies that are properly executed and returned will be voted as recommended by the Board and, in the discretion of the named proxies, on any other business that may properly come before the Special Meeting.

Regardless of whether you plan to virtually attend the Special Meeting, we request that you complete and return your proxy as promptly as possible.

Voting by Proxy for Shares Held in “Street Name”

If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by your broker, bank or other nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote, and you are also invited to attend the Special Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Special Meeting, unless you request a proxy from your broker, bank or other nominee. Your broker, bank or other nominee has enclosed a voting instruction form or other document for you to use in directing the broker, bank or other nominee regarding how to vote your shares.

Brokers who hold shares in “street name” for customers have the authority to vote on matters deemed “routine” by the NYSE, the exchange on which our common shares are listed, when they have not received instructions from beneficial owners. However, brokers are precluded from exercising their voting discretion with respect to approval of non-routine matters, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers will not vote those shares. A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal but has discretionary voting power on other proposals at such meeting. Because none of the proposals to be voted on at the Special Meeting is a routine matter for which brokers may have discretionary authority to vote, the Company does not expect any broker non-votes at the Special Meeting. If there are any broker non-votes, they will be considered as “present” for purposes of determining a quorum, and will have the effect of a vote “AGAINST” the Portfolio Sale Proposal and the Liquidation Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal. Your broker will send you information to instruct it on how to vote on your behalf. If you do not receive a voting instruction form or other document from your broker, please contact your broker promptly to obtain the voting instruction form or other document. Your vote is important to the success of the proposals being considered at the Special Meeting. The Company encourages all of its shareholders whose shares are held in “street name” to provide their brokers with instructions on how to vote.

Revocation of Proxies and Voting Instructions

You may change your vote by revoking your proxy or voting instructions at any time prior to the Special Meeting. If you are a registered shareholder, you may revoke your proxy by:

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submitting a duly executed proxy card bearing a date later than the previous proxy date to the Corporate Secretary by [•], 2025;

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voting electronically during the Special Meeting at [•]; or

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delivering a signed notice of revocation of the proxy card to our Corporate Secretary at the following address: c/o Corporate Secretary, Elme Communities, 7550 Wisconsin Avenue, Suite 900, Bethesda, MD 20814.

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If you own your shares in “street name,” you may revoke or change previously submitted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the common shares.

Virtual attendance at the Special Meeting will not, in itself, constitute revocation of a previously granted proxy or previously submitted voting instructions.

If you have questions about how to vote or revoke your proxy, you should contact Elme’s proxy solicitor, Sodali & Co at +1 (800) 662-5200 (toll-free in North America) or at +1 (203) 658-9400.

Adjournment and Postponement; Other Procedural Matters

If a quorum is not present in person or represented by proxy at the Special Meeting, the chairperson of the Special Meeting may adjourn or postpone the meeting from time to time to a date not more than 120 days after the Record Date for the Special Meeting, without notice other than announcement at the Special Meeting. At the adjourned Special Meeting at which a quorum is virtually present, any business may be transacted that might have been transacted at the Special Meeting as originally noticed.

At any time prior to convening the Special Meeting, we may postpone the Special Meeting for any reason without the approval of our shareholders to a date not more than 120 days after the original record date (subject to certain restrictions in the Purchase Agreement, including that the Special Meeting generally may not be held, without Buyer’s consent, on a date that is more than thirty (30) days after the date on which the Special Meeting was originally scheduled or more than one hundred and twenty (120) days from the Record Date).

Although it is not currently expected, if you are a holder of common shares, you may be asked to approve one or more adjournments of the Special Meeting, solely with respect to the proposals for which insufficient votes to approve such proposals were cast, to a later date or dates, if necessary, appropriate or advisable to solicit additional proxies. The persons named as proxies on the proxy card will only have the authority to approve such adjournments as instructed by you or your proxy. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow our shareholders who have already granted their proxies to revoke them at any time prior to their use. See “Proposal Four: Adjournment Proposal” on page 114.

Solicitation of Proxies

This solicitation of proxies is being made by the Company on behalf of its Board. The Company has engaged Sodali & Co. to assist with the solicitation of proxies. The Company (not Cortland or its affiliates) is responsible for and is making this solicitation and for the content of this proxy statement. Although the Company and Cortland have agreed to share certain solicitation expenses as described below, Cortland is not making this solicitation.

The Company and Buyer (or Buyer Parent) will split the cost of preparing and soliciting proxies for the Special Meeting evenly, up to $1 million, and the Company will pay for any additional cost of preparing and soliciting proxies. In addition to mailed proxy materials, our trustees, executive officers and our employees may also solicit proxies in person, by phone, by internet or by other means of communication. Our trustees, executive officers and our employees will not be paid any additional compensation for soliciting proxies. We will also request that banking institutions, brokerage firms, custodians, directors, nominees, fiduciaries and other like parties forward the solicitation materials to the beneficial owners of common shares held of record by such persons, and we will, upon request of such persons, reimburse forwarding charges and out-of-pocket expenses.

We have hired Sodali & Co to assist in distributing and soliciting proxies and will pay approximately $25,000 plus expenses for these services.

 

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Assistance

If you need assistance in completing your proxy card or have questions regarding the various voting options with respect to the Special Meeting, please contact our proxy solicitor:

Sodali & Co
430 Park Avenue, 14th Floor
New York, NY 10022
Call Toll-Free: +1 (800) 662-5200
Call Collect: +1 (203) 658-9400

 

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THE PROPOSED TRANSACTIONS

The following is a summary of the material features of the Portfolio Sale Transaction and the Plan of Sale and Liquidation. This summary may not contain all of the information about the Portfolio Sale Transaction and the Plan of Sale and Liquidation that is important to you. We encourage you to carefully read this entire proxy statement, including the Purchase Agreement, the Plan of Sale and Liquidation and the other documents attached to this proxy statement and incorporated herein by reference, for a more complete understanding of the Portfolio Sale Transaction and the Plan of Sale and Liquidation.

General

The Board has unanimously (i) determined that the Purchase Agreement and the transactions contemplated thereby, including, without limitation, the Portfolio Sale Transaction, are approved, advisable and in the best interest of the Company and the shareholders, (ii) adopted and approved the Purchase Agreement, and (iii) determined that the Plan of Sale and Liquidation is approved, advisable and in the best interests of the Company and the shareholders. The following summarizes the various strategic alternatives that the Board and management considered and discussed prior to proposing and approving the Proposed Transactions.

Background of the Proposed Transactions

The Company is a self-administered equity real estate investment trust and successor to a trust organized in 1960. The Company’s business now primarily consists of the ownership of apartment communities in the greater Washington, DC metro area and the Sunbelt region. The Company historically owned a diversified portfolio of office buildings, medical office buildings, industrial/flex properties, multifamily buildings and retail centers in the Washington, DC metro region. Over the past 14 years, the Company has engaged in a number of transactions that have ultimately transformed and streamlined its portfolio from five asset classes into one, beginning with the sales of its entire industrial segment in 2011 and its medical office segment in 2013. The Company’s strategic shift toward the residential sector continued in 2021 with several significant portfolio sale transactions through which the Company disposed of 12 office and eight retail properties. By the end of 2021, all but one of the Company’s properties were in the multifamily asset class. As the Company repositioned to a multifamily-focused REIT, the Company began acquiring multifamily properties in the Sunbelt region and designed and built a scalable operating platform, internalized multifamily operations, and executed platform initiatives designed to improve our performance and profitability with the goal of reducing our cost of capital in order to scale our portfolio and further grow the Company. Between 2021 and 2023, the Company acquired six multifamily properties in the Atlanta, Georgia metro area. As of the date of this proxy statement, the Company owns 28 multifamily properties and one office property.

As the Company was repositioning its portfolio from a diversified portfolio to a multifamily-focused asset class, the Board periodically and in the ordinary course of business reviewed, with the Company’s executive management team, its outside legal counsel, Hogan Lovells US LLP (“Hogan Lovells”), and its financial advisor, Goldman Sachs, the Company’s long-term strategies and objectives. As part of these reviews, the Board, from time to time, evaluated and considered various potential strategic alternatives to the Company’s existing business strategy, including potential acquisitions, dispositions, strategic business combination transactions and joint ventures. In addition, from time to time, the Company received unsolicited inquiries from third parties regarding the Company’s interest in potential strategic transaction opportunities. None of these strategic alternatives reviews or unsolicited inquiries resulted in viable opportunities that the Board believed were in the best interests of its shareholders when compared to the Company’s existing business strategy and objectives.

After having completed the internalization of property management in July 2023, and following several years of streamlining operations and transforming the business into a focused multifamily platform, the Company continued to face challenges, including a high cost of capital, that adversely impacted its ability to achieve portfolio growth in a manner accretive to shareholders. At the Board’s annual strategic retreat held from September 15-17, 2024, the Board and the executive management team reviewed the Company’s current business strategy and direction. To assist its review of the Company’s business strategy and direction, the Board received presentations from the representatives of a number of investment banks,

 

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including Goldman Sachs, regarding the Company’s performance in the multifamily sector and potential strategic alternatives for the Company. The Board discussed and considered the Company’s future business prospects and the work the Company had already undertaken to scale its portfolio and reduce its cost of capital, as well as potential challenges of continuing to operate the Company as a stand-alone entity, including among others, the Company’s relatively small scale, when compared to other publicly traded multifamily REITs, the challenges of raising capital through a sale of common shares in a manner that is not dilutive to existing shareholders, the need for additional capital to grow the Company’s business and the challenges of raising additional capital and making accretive acquisitions relative to the Company’s cost of capital. Following these discussions, the Board and the executive management team acknowledged the ongoing challenges of achieving a desired level of accretive growth over the next several years, and the Board agreed to further consider whether to conduct a strategic alternatives review process at upcoming meetings.

On October 17, 2024, the Board held a meeting with members of the executive management team and with representatives of Goldman Sachs and Hogan Lovells present. During the meeting, the Board continued discussions regarding the Company’s existing business strategies, whether to conduct a strategic alternatives review process and potential parties that could have interest in a strategic transaction with the Company. Following discussion, the Board instructed Mr. Paul McDermott, Chairman and Chief Executive Officer of the Company (“Mr. McDermott”), to contact representatives of Jones Lang LaSalle Securities, LLC (“JLLS”), who had previously advised the Company in connection with the Company’s office and retail portfolio sale transactions, to discuss market trends and potential transaction counterparties in the multifamily sector, all to assist the Board as part of its ongoing consideration of strategic alternatives.

In mid-November 2024, Mr. McDermott received a telephone call from a representative of a private real estate investment and management company (“Party A”), expressing interest in a strategic transaction opportunity if the Company were ever interested in pursuing such discussions. Party A had from time to time previously expressed interest in discussing a strategic opportunity with the Company. Without referring to the Board’s ongoing consideration of strategic alternatives, Mr. McDermott informed the representative of Party A that, should the Board ever decide to formally pursue an evaluation of strategic alternatives, the Company would be in touch with Party A. Mr. McDermott subsequently informed the Board of the outreach.

On December 5, 2024, the Board held a meeting with members of the executive management team and with representatives from JLLS and Hogan Lovells present. During the meeting, the representatives of JLLS presented their views regarding the multifamily sector, market trends and potential parties interested in the multifamily sector that could have interest in a strategic transaction with the Company. The Board asked questions and engaged in discussion. The Board also discussed engaging both Goldman Sachs and JLLS to assist with a strategic alternatives review process, and discussed the relationship of Ms. Susan Carras, a trustee of the Company (“Ms. Carras”), with an affiliate of JLLS, as disclosed in the Company’s SEC filings. Having determined to proceed with a strategic alternatives review process, the Board then determined that it was in the best interest of the Company to establish the Transaction Committee, consisting entirely of independent trustees Mr. Benjamin S. Butcher, the Board’s lead independent trustee (“Mr. Butcher”) who was designated as chairman of the Transaction Committee, Ms. Ellen M. Goitia and Mr. Thomas H. Nolan, to facilitate the Board’s strategic alternatives review process, which was expected to include launch of a sale process outreach in the first quarter of 2025.

In mid-December 2024, representatives from Argosy-Lionbridge Real Estate Securities, L.P., a shareholder of the Company (the “Investor”) submitted nomination papers proposing several trustee nominees for consideration at the upcoming 2025 annual meeting of shareholders. The Investor had originally contacted the management of the Company in late November 2024 to express concerns regarding the Company’s performance and recommend that the Company engage in a strategic alternatives review. Mr. Butcher, Mr. McDermott and several other non-management members of the Board engaged in discussions with the representatives from the Investor regarding their concerns and their nomination papers. The Board did not engage in discussions with representatives of the Investor regarding the Board’s ongoing consideration of strategic alternatives, the formation of the Transaction Committee or the Board’s intention to launch a sale process until after the public announcement in February 2025 of the Board’s formal strategic alternatives review process. In January 2025 the Company’s Nominating and Corporate Governance Committee interviewed the Investor’s trustee nominees, ultimately recommending that the Board appoint Mr. Ron D. Sturzenegger (“Mr. Sturzenegger”) to the Board and to the Transaction Committee. The Board

 

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recognized that Mr. Sturzenegger’s prior investment banking experience would be useful to the Board and the Transaction Committee in connection with the strategic alternatives review process. On March 19, 2025, the Company entered into a Cooperation Agreement with the Investor and certain other persons and entities identified therein and appointed Mr. Sturzenegger to the Board and Transaction Committee.

In late January 2025, the Company received an unsolicited letter addressed to Mr. McDermott from the founder of a private multifamily owner/operator, expressing an interest in exploring a potential acquisition of the Company and specifying an initial indication of value of $19.00 in cash per outstanding common share. The letter referenced expected sources of equity and debt financing and contemplated conducting and negotiating definitive agreements within 60 days. Mr. McDermott shared the letter with the Board and discussed the letter with Mr. Butcher and representatives of Goldman Sachs and Hogan Lovells. Given the preliminary nature of the proposal and the Board’s intention to run a sale process as part of its strategic review process, it was determined that the owner/operator be invited to participate in the process. Following the public announcement of the formal strategic review process, at the direction of the Board, representatives of Goldman Sachs contacted the owner/operator and invited them to participate in the sale process and provide access to non-public diligence information, but the owner/operator declined to participate.

On February 5, 2025, the Board held a meeting with members of the executive management team and with representatives from Hogan Lovells present. During the meeting, the Board, together with members of the executive management team and with representatives from Hogan Lovells, discussed the advantages and considerations of publicly announcing a strategic alternatives review process. The Board unanimously agreed that it was in the best interests of the Company and its shareholders to proceed with publicly announcing the formal strategic alternatives review process in connection with the upcoming fourth quarter 2024 earnings release to maximize the potential pool of interested parties that may be interested in a strategic transaction with the Company.

On February 12, 2025, the Transaction Committee held a meeting with members of the executive management team and with representatives of Hogan Lovells present. During the meeting, the Transaction Committee received a report regarding the proposed terms of the engagement of each of Goldman Sachs and JLLS as financial advisors. The Transaction Committee members asked questions and engaged in discussion. Following discussion, and after having considered and discussed Ms. Carras’ relationship with an affiliate of JLLS, as disclosed in the Company’s SEC filings, the Transaction Committee unanimously approved the engagements of Goldman Sachs and JLLS in connection with the strategic alternatives review process.

On February 13, 2025, the Company issued a press release stating that the Board had initiated a formal evaluation of strategic alternatives in an effort to maximize shareholder value. Beginning in March 2025, the Company, with the assistance of Goldman Sachs and JLLS, commenced a sale process as part of the strategic alternatives review process. From early March 2025 through July 2025, at the direction of the Company, Goldman Sachs and JLLS engaged with 85 potential interested parties (including approximately 38 inbound inquiries), including pension funds, insurance companies, institutional advisors, financial sponsors, multifamily managers, sovereign wealth funds, family offices and other public REITs, regarding a possible sale transaction, and in connection therewith, the Company entered into 47 confidentiality agreements with interested parties. Each confidentiality agreement included customary standstill restrictions, including restrictions on requesting waivers of the standstill restrictions. The Board did not receive any requests for waivers or affirmatively waive such restrictions prior to execution of the Purchase Agreement on August 1, 2025, and all standstill restrictions, together with any waiver request restrictions, terminated upon execution of the Purchase Agreement.

On March 10, 2025, the Company directed representatives of Goldman Sachs to open an electronic data room and provide access to due diligence materials (“Diligence Materials”) to potential buyers and their respective legal, financial, tax and accounting advisors after such potential buyers had executed a confidentiality agreement with the Company. Over the next several months, at the direction of the Board, members of the executive management team held weekly update meetings with representatives from Goldman Sachs and JLLS, a number of which also included Mr. Butcher or another member of the Transaction Committee, to review and discuss the ongoing sale process and the strategic alternatives review process

 

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generally, and a participating member of the Transaction Committee provided updates from such meetings to the other members of the Transaction Committee and the Board regarding the status of the strategic alternatives review process.

On March 21, 2025, at the Company’s direction, representatives of Goldman Sachs and JLLS posted a process letter in the data room, requesting that potential buyers submit preliminary nonbinding proposals (each an “Initial Proposal”) by April 16, 2025. Between April 16, 2025 and April 21, 2025 the Company received a total of four Initial Proposals for an acquisition of all of the common shares of the Company consisting of: a proposal received on April 16, 2025 from Cortland at $17.23 per common share; a proposal received on April 16, 2025 from Party A at $16.25 per common share; a joint proposal received on April 17, 2025 from a group comprised of a private real estate investment company and a publicly traded REIT (collectively, “Party B”) at $17.00 per common share; and a joint proposal received on April 18, 2025 from a group comprised of a private real estate developer and investment company and a private equity firm (collectively, “Party C”) at $17.00 per common share. The Company also received two property acquisition proposals: a proposal received on April 17, 2025 from a private real estate investment firm for an acquisition of all of the Company’s multifamily properties for approximately $2.1 billion and a proposal received on April 21, 2025 from a private real estate owner/operator firm for an acquisition of three multifamily assets for approximately $311 million.

On April 23, 2025, the Transaction Committee held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Transaction Committee received an update regarding the sale process, including the Initial Proposals, other proposals received, and feedback from parties that had elected not to execute confidentiality agreements or submit Initial Proposals, including feedback received from other interested parties that had elected not to submit proposals but had signaled that their proposals would have been in the $15.00 to $16.00 per common share price range for an acquisition of the Company. The Transaction Committee asked questions and engaged in discussion regarding, among other things, the impacts of the newly established Department of Government Efficiency and its proposed federal workforce reduction initiatives on the Washington, DC metro area workforce and impacts from the federal government’s implementation of new tariffs in early April 2025, as well as whether to continue with the sale process activities or pause the sale process and strategic alternatives review activities in light of market conditions, or to continue the process and further explore other strategic alternatives. Following discussion, the Transaction Committee requested that its advisors conduct additional analyses regarding other possible strategic alternatives for further discussion at the upcoming Board meeting on April 30, 2025.

On April 30, 2025, the Board held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Board received an update on the discussions during the April 23rd Transaction Committee meeting, including with respect to the Initial Proposals and other proposals received. The Board asked questions and engaged in discussion, including with respect to the Initial Proposals and other proposals received, additional analysis regarding other strategic alternatives, including joint ventures, portfolio sales, a liquidation of the Company, and other capital-raising alternatives, and whether to continue with the sale process activities or pause the sale process and strategic alternatives review activities in light of market conditions. After further discussion and consideration, and following the unanimous recommendation of the Transaction Committee, the Board unanimously agreed that: discussions regarding a possible sale transaction should continue with each of Cortland, Party B and Party C, with a focus on assessing each participant’s ability to complete a transaction, including each participant’s ability to fund a transaction and a better understanding of each participant’s financing sources, increase its valuation, and proceed expediently to signing definitive documentation; other potential participants that express interest or make an outreach to Goldman Sachs or JLLS should be invited to submit expressions of interest that would ascribe value to the Company at or above the $17.00 per common share level; and the executive management team should prepare, in consultation with Goldman Sachs and JLLS, a more detailed analysis of the broader range of strategic alternatives discussed during the meeting. The Board evaluated the two portfolio acquisition proposals received (approximately $2.1 billion for all multifamily properties and approximately $311 million for three assets) and discussed whether to further engage with the bidder for the entire multifamily portfolio, given concerns regarding whether the proposal was financially achievable, including due to lack of specificity of financing

 

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sources and the request for a lengthy 90-day diligence period. Following further discussion, the Board determined that the proposals did not warrant continued engagement with the interested parties at such time.

Following the April 30th Board meeting, at the direction of the Board, representatives of JLLS and Goldman Sachs began engaging with various potential interested parties regarding their possible interest in a joint venture transaction, asset swap or other similar strategic collaboration transaction to assist the Board in further assessing these strategic alternatives.

On May 1, 2025, the Company released its first quarter financial results, which noted that its strategic alternatives review process remained ongoing.

On May 7, 2025, at the direction of the Company, representatives of Goldman Sachs opened an updated data room for Cortland, Party B and Party C, and that would be available for other potential interested parties that might emerge. Also at the direction of the Company, representatives of Goldman Sachs and JLLS posted a process letter requesting submission of updated offers by June 5, 2025. Such deadline was subsequently extended to June 23, 2025 to permit the Company additional time to respond to due diligence requests, complete site tours and permit the executive management team, in consultation with Goldman Sachs and JLLS to analyze other strategic alternatives as directed by the Board at the April 30, 2025 meeting, which included joint ventures, portfolio sales, a liquidation of the Company and other capital-raising alternatives.

Between May 7, 2025 and June 23, 2025, Cortland, Party B and Party C continued their due diligence of the Company, including property site visits and review of diligence materials in the data room. Party B and Party C each conducted due diligence calls with members of the executive management team regarding the Company’s financial statements and representatives of Party B and its outside legal counsel also conducted a diligence call with members of the executive management team and representatives of Hogan Lovells.

On May 12, 2025, the Transaction Committee held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Transaction Committee reviewed and discussed the terms of the draft merger agreement prepared by Hogan Lovells. At the direction of the Company, the draft merger agreement, together with an accompanying disclosure letter, was posted to the data room on June 6, 2025.

On May 14, 2025, Mr. Sturzenegger provided a written update to the Transaction Committee regarding a weekly status meeting with management and representatives from Goldman Sachs and JLLS, noting that Goldman Sachs and JLLS had been engaging with potential joint venture partners to gauge interest in a possible joint venture with the Company and to evaluate possible transaction structures, but that it was proving difficult to come up with structures that would be sufficiently transformative for the Company.

On May 29, 2025, the Board held its regular annual Board meeting with members of the executive management team and with members of Hogan Lovells present, and with representatives from Goldman Sachs and JLLS present for the portion of the meeting relating to the strategic alternatives review process. During the meeting, the Board received an update regarding the strategic alternatives review process, including sale process activities, as well as the results of discussions between Goldman Sachs and JLLS and 32 potential interested parties that had been contacted to explore potential joint venture or similar transaction opportunities. Members of the Board asked questions and engaged in discussion concerning, among other things, feedback received from the potential interested parties and possible structures, but ultimately concluded that a potential joint venture or similar transaction, as discussed with the potential interested parties, were either too small to achieve meaningful portfolio growth or not likely to facilitate future growth in a manner accretive to shareholders.

On May 30 and June 3, 2025, the Company entered into confidentiality agreements with, and provided access to Diligence Materials included in the data room to, a private real estate owner/operator firm and another private real estate investment firm, respectively, that independently contacted representatives from Goldman Sachs and JLLS to express interest in submitting a joint proposal (collectively, “Party D”). On June 12, 2025, Party D submitted a joint proposal to acquire all of the common shares of the Company

 

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for $18.59 per common share, accompanied by a request for a 60-day exclusivity period to complete diligence and to secure debt and equity financing for the proposal.

On June 23, 2025, the Company received updated proposals from Party B and Party C. Party B submitted a revised proposal to acquire all of the common shares of the Company at the same $17.00 per common share price in its Initial Proposal, but with a restriction on the Company paying any additional quarterly distributions (which effectively reduced its prior purchase price to $16.82 per common share, reflecting the exclusion of the expected $0.18 per common share regular quarterly distribution) and a request for a 30-day exclusivity period, as well as a markup of the merger agreement and disclosure letter made available in the data room. Party C submitted a revised proposal to acquire all of the common shares of the Company at a $15.25 per common share price, compared to the $17.00 per common share price in its Initial Proposal, but did not submit a markup of the merger agreement.

On June 24, 2025, the Company received an updated proposal from Cortland. Cortland’s revised proposal contemplated the acquisition of a portfolio of 19 of the Company’s multifamily assets, instead of an acquisition of all of the common shares of the Company as reflected in its Initial Proposal, for a purchase price between $1.560 billion and $1.569 billion. Cortland also offered to enter into property management agreements with the Company to manage its remaining assets and to assist the Company in obtaining debt financing from Cortland’s debt financing sources in order to leverage the Company’s remaining assets. According to Cortland, such proposals would enable the Company to increase the amount of an initial distribution to shareholders following the closing of a portfolio sale transaction.

On June 26, 2025, the Transaction Committee held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Transaction Committee received an update regarding the additional materials prepared by representatives from Goldman Sachs and JLLS regarding strategic alternatives, including a full liquidation of the Company, as well as the other alternatives previously discussed and whether to pause the sale process and strategic alternatives review activities in light of market conditions. The Transaction Committee members asked questions and engaged in discussion. The Transaction Committee also received an update regarding the revised proposals received from Cortland, Party B and Party C, including preliminary financial analyses that compared the implied value of Cortland’s updated proposal (based on an estimate of the distributions to shareholders of proceeds from the Cortland portfolio sale and the liquidation of the Company’s remaining assets) to the share price in the updated proposals from Party B and Party C. During this discussion, the Transaction Committee also discussed the process and other considerations that would be involved in a liquidation of the Company. After further discussion, the Transaction Committee instructed the representatives of Goldman Sachs to approach Cortland and request a best and final price for its proposal by June 30, 2025.

Later that day, after the Board meeting, and at the direction of the Transaction Committee, representatives from Goldman Sachs and JLLS contacted Cortland and requested that Cortland submit its best and final proposal to the Company by June 30, 2025.

On June 27, 2025, representatives from JLLS and Goldman Sachs received an allocated pricing list of the Company’s portfolio from a private real estate investment company, which had previously entered into a confidentiality agreement on May 23, 2025 as part of the strategic review process (“Party E”), that valued the Company’s properties at approximately $2.2 billion. Party E’s allocated pricing list was not accompanied by a proposal.

On June 27, 2025, the Board held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Board received an update regarding the discussions during the June 26th Transaction Committee meeting. The Board also asked questions and engaged in discussion regarding additional analyses with respect to other strategic alternatives. The Board also considered updated proposals received from Cortland, Party B and Party C. In addition, as discussed further below, the Board received an update on the proposal from Party D. In considering these updates, the Board also received and discussed preliminary financial analyses that compared the implied value of Cortland’s updated proposal (based on an estimate of the distributions to shareholders of proceeds from the Cortland portfolio sale and the liquidation of the Company’s remaining assets) to the share price in the updated proposals from Party B and Party C. The Board also considered challenges

 

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comparing the relative value of a company sale transaction and a portfolio sale/liquidation scenario and whether to pause the sale process and strategic alternatives review activities in light of market conditions. The Board also received an update on the proposal received from Party D and discussed concerns around the credibility of the proposal in light of the limited diligence conducted by Party D, the valuation levels of the other proposals received (including feedback received from other interested parties that had elected not to submit proposals but had signaled that their proposals would have been in the $15.00 to $16.00 per common share price range for an acquisition of the Company), the lack of equity and debt financing and the length of the exclusivity period being requested. In addition, the Board also discussed the allocated pricing from Party E, including the absence of a proposal and the pricing relative to other information. The Board concluded that neither the proposal from Party D nor Party E’s submission was sufficiently credible to alter the Company’s existing process or warrant further substantive engagement with either party on their proposed terms. The Board also discussed relative deal certainty and execution risk reflected in the updated proposals from Cortland, Party B and Party C, including additional complexities associated with a portfolio sale/liquidation scenario compared to a merger transaction, and revisited whether to continue the strategic alternatives review process or temporarily pause the process. During this Board meeting, representatives from Goldman Sachs and JLLS stated they had connected with Cortland as instructed by the Transaction Committee on June 26th. After further discussion, the Board instructed Goldman Sachs and JLLS to also contact Party B to request its best and final proposal to allow the Board to evaluate the two proposals prior to the July 4th holiday.

Later that day, after the Board meeting, and at the direction of the Board, representatives from Goldman Sachs and JLLS contacted Party B and requested its best and final proposal by June 30, 2025.

On June 30, 2025, Cortland submitted a revised proposal that increased the purchase price for the Portfolio Sale Transaction to approximately $1.606 billion, as well as a markup of the draft merger agreement revised to reflect a portfolio purchase (the “Revised Cortland Proposal”). Also on June 30, 2025, Party B verbally informed the representatives from Goldman Sachs that its revised proposal was for the acquisition of all of the common shares of the Company for $16.75 per common share, with no change to the restriction on future quarterly distributions from its prior proposal, which effectively reduced its prior purchase price to $16.57 per common share, reflecting the exclusion of the expected $0.18 per common share regular quarterly distribution (the “Revised Party B Proposal”).

On July 1, 2025, the Board held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Board received a report regarding the Revised Cortland Proposal and the Revised Party B Proposal. The Board asked questions and engaged in discussion regarding the revised proposals, including updated preliminary financial analyses that compared the implied value of the Revised Cortland Proposal (based on an estimate of the distributions to shareholders of proceeds from the Cortland portfolio sale and the liquidation of the Company’s remaining assets) to the share price in the Revised Party B Proposal and the change in relative value between the two proposals in light of the reduced price in the Revised Party B Proposal and the increased purchase price in the Revised Cortland Proposal. The Board further discussed execution risk associated with the portfolio sale/liquidation scenario, including the timing and mechanics of a liquidation process and estimated costs and expenses, the value of assets that would remain with the Company following a transaction with Cortland and the anticipated timeline for selling such assets, the estimated range of potential liquidating distributions to shareholders and the expected timeline for negotiating and completing a portfolio sale transaction with Cortland. The Board considered the value ascribed to the 19 assets Cortland desired to purchase and ways to assess the reasonableness of that value, including the advantages and considerations of an outreach to potential interested parties regarding a similar portfolio sale prior to entering into a purchase agreement with Cortland and different provisions that could be included in a purchase agreement with Cortland to enable the Board to consider additional proposals made post-signing. Following this discussion, the Board instructed Hogan Lovells to proceed with a markup of the draft purchase agreement. The Board also instructed the executive management team, with assistance from Goldman Sachs and JLLS, to revise and refine its liquidation scenario analysis, including further consideration regarding debt financing for the Company’s remaining assets. The Board further instructed the representatives from Goldman Sachs and JLLS to develop a targeted group of potential interested parties, to include Party A and Party B, who were already familiar with the Company’s portfolio and were known to have the ability to engage quickly and the financial means to execute a large portfolio transaction, to approach and

 

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solicit proposals to acquire the 19-property portfolio (highlighting the ability to add or remove properties that would allow them to provide a higher proposed purchase price).

On July 2, 2025, representatives from Goldman Sachs and JLLS reported to Messrs. McDermott and Butcher that they had communicated the Board’s message to Cortland (including that they should expect to receive a markup of the draft purchase agreement the following week), that they had identified a group of four potential interested parties who were believed to have the capital to execute a portfolio transaction (without the need to obtain capital from third parties) and had already been part of the sale process, which included Party A and Party B. Representatives from Goldman Sachs and JLLS also reported to Messrs. McDermott and Butcher that they had sent such four potential interested parties information on the 19 properties, noted that each party could remove or add assets to get to the best possible purchase price, and reported that the parties generally expected to submit responses by the end of the following week.

Throughout the remainder of July 2025, the Company’s management team uploaded to a data room additional confirmatory due diligence information regarding the Company and responded to due diligence requests by Cortland and its advisors. Throughout the discussions and negotiations regarding the Purchase Agreement and the Portfolio Sale Transaction, there were no communications or discussions between Cortland or any other bidders with members of senior management regarding post-transaction employment, retention, rollover or other benefits.

On July 7, 2025, representatives of Hogan Lovells, at the direction of the Board, had a telephone discussion with representatives of King & Spalding LLP (“King & Spalding”), outside legal counsel to Cortland, regarding the draft purchase agreement previously received from King & Spalding.

On July 9, 2025, the Transaction Committee held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Transaction Committee received a report from representatives of Hogan Lovells regarding the draft purchase agreement and changes proposed to be included in a revised draft to be sent to Cortland. The Transaction Committee asked questions and engaged in discussion. The Transaction Committee also received an update on the outreach to the four potential interested parties regarding interest in a large portfolio transaction. The Transaction Committee asked questions and engaged in discussion regarding the outreach efforts and anticipated timing of responses from such potential interested parties.

On July 10, 2025, Hogan Lovells, on behalf of the Company, sent a revised draft purchase agreement to King & Spalding, on behalf of Cortland. Between July 10 and July 31, 2025, the Company, with the assistance of Hogan Lovells, and Cortland, with the assistance of King & Spalding, negotiated the terms of the purchase agreement and related documentation. The negotiations covered various aspects of the transaction, including, among other things: a pre-closing restructuring with respect to the assets to be acquired by Cortland and responsibility for the incremental costs associated with such restructuring; certain capital expenditures of the Company to be borne by Cortland; the Company’s ability to participate in discussions and negotiations with third parties in connection with unsolicited proposals by such third parties and the related right of the Board to change its recommendation or otherwise; the Company’s right to terminate the purchase agreement to accept a superior proposal under certain conditions; the inclusion of a two-tier termination fee structure that provided for a lower termination fee to be payable in certain circumstances where a competing proposal was received by the Company during the period from August 1, 2025 through August 31, 2025, and a higher fee in other circumstances; the amount of the termination fee payable by Cortland in the event it is unable to complete the portfolio transaction; the employment of property level employees, including responsibility for related severance and compensation costs; considerations associated with TOPA, including notice and title requirements relating to the Yale West Property; and other conditions to completion of the transactions contemplated by the purchase agreement.

Between July 7, 2025 and July 10, 2025, Goldman Sachs received, on behalf of the Company, responses from the four potential interested parties regarding interest in a large portfolio transaction. Party B initially submitted a proposal on July 7, 2025, to acquire all of the common shares of the Company and simultaneously sell 11 multifamily assets to Cortland or another portfolio buyer for a purchase price of $1.130 billion, using the sale proceeds to acquire the Company’s common shares for $17.50 per common share. Party B subsequently submitted a revised proposal on July 9, 2025, to acquire all of the common shares of the Company and simultaneously sell 15 multifamily assets to Cortland or another portfolio buyer for a

 

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purchase price of $1.435 billion, using the sale proceeds to acquire all of the Company’s shares for $17.50 per common share. Party A submitted a proposal on July 13, 2025, to acquire the same 19 properties Cortland proposed to purchase for $1.425 billion. On July 15, 2025, a real estate asset management company orally indicated to representatives of Goldman Sachs that it valued the same 19 properties Cortland proposed to purchase for below $1.5 billion. On July 16, 2025, a real estate investment company orally indicated to representatives of Goldman Sachs that it valued 16 of the same 19 properties Cortland proposed to purchase for between $1.20 billion and $1.25 billion. Representatives of Goldman Sachs promptly communicated all of the foregoing proposals and responses to the Company.

On July 13, 2025, King & Spalding, on behalf of Cortland, sent draft forms of an equity commitment letter, a debt commitment letter and a limited guaranty to Hogan Lovells, to be shared with the Company.

On July 14, 2025, Party B subsequently submitted two further revised proposals to acquire the entire Company and simultaneously sell, in each proposal, a different subset of 17 multifamily assets to Cortland or another portfolio buyer for a purchase price of $1.505 billion for one subset, or $1.670 billion for the other subset, in either case using the sale proceeds to acquire all of the Company’s shares for $17.50 per common share.

On July 16, 2025, the Board held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Board received an update regarding the portfolio transaction proposals. The Board asked questions and engaged in discussion regarding the disparity in value between the Revised Cortland Proposal and the other four proposals, including execution risk and other challenges with the different scenarios proposed by Party B, which would have introduced significant execution risk by requiring renegotiations with Cortland over its portfolio structure, and whether to continue engaging with Party B on a portfolio sale transaction or to revisit its price for a sale of the entire Company (without a portfolio sale transaction). The Board also asked questions and engaged in discussion regarding updated preliminary financial analysis regarding the estimated range of potential liquidating distributions to shareholders in a portfolio sale/liquidation scenario, including estimated expenses and other assumptions taken into account in the distribution analysis, the need for replacement debt financing to be secured by the Company’s remaining assets, and the use of a portion of such debt financing proceeds toward an initial distribution by the Company to its shareholders following closing of the Portfolio Sale Transaction. The Board also discussed the liquidation process, including winding down mechanics, potential timing of the eventual delisting of the Company’s shares and general tax considerations. Following discussion, the Board concluded that none of the other four proposals was more attractive than the Revised Cortland Proposal, but instructed representatives of Goldman Sachs and JLLS to contact Party B once more to solicit a higher price for the acquisition of the entire Company (without a portfolio transaction) to see if Party B would increase its prior proposal of $16.75 per common share (or $16.57, factoring in the restriction on future quarterly distributions). In reaching its view that the portfolio sale/​liquidation path offered the best opportunity to maximize value, the Board weighed, among other considerations valuation and execution certainty. In addition, the Board received an update on the status of negotiation of the purchase agreement and other transaction agreements with Cortland and asked questions and engaged in discussion regarding the open items in the same.

Also during the July 16th Board meeting, the Board discussed with members of the executive management team and with representatives from Hogan Lovells the debt financing to be obtained and secured by the Company’s remaining assets upon the closing of a portfolio sale transaction. The Board asked questions and engaged in discussion regarding the importance of having a debt commitment signed when the transactions are announced and that GS Bank was prepared to make a proposal if the Board were to approve the engagement of GS Bank to provide the debt financing. Following further discussion, the Board deferred a decision on engaging GS Bank for the debt financing and instructed the executive management team to seek proposed terms for debt financing from other potential financing sources that would be able to move quickly and provide favorable pricing.

Later that same day, as directed by the Board, representatives of Goldman Sachs and JLLS contacted Party B once more to see if Party B would increase its prior $16.75 per common share price. On July 17, 2025, representatives of Party B informed representatives of Goldman Sachs and JLLS that its July 14th proposal continued to be the proposal it was putting forth. Representatives of Goldman Sachs and JLLS promptly communicated such response to the Company.

 

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On July 22, 2025, the Board held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Board was informed that Party B had not agreed to increase its prior proposal to acquire all of the common shares of the Company at a price per common share of $16.75. The Board also received and reviewed updated preliminary financial analysis regarding the executive management team’s estimated range of distributions in a portfolio sale/liquidation scenario, including various estimated expenses and other assumptions taken into account in calculating the estimated range of distributions. The Board also received an update on the status of negotiations of the purchase agreement and other transaction documents with Cortland. The Board asked questions and engaged in discussion regarding such preliminary financial analyses and the purchase agreement and other transaction documents with Cortland. The Board then excused the representatives from Goldman Sachs and JLLS, and Mr. Steven Freishtat, the Chief Financial Officer of the Company (“Mr. Freishtat”), updated the Board on the status of discussions with potential financing sources to obtain proposed terms for debt financing to be secured by the Company’s remaining assets, including the discussions with GS Bank regarding proposed debt financing terms as requested by the Company, noting that GS Bank’s revised terms were competitive with proposed terms offered by several other financing sources, and that a number of such other financing sources were unlikely to be able to issue a debt commitment in the amount sought by the Company by the end of July. The Board asked questions and engaged in discussion regarding the proposed terms, the amount of proposed fees that would be paid to GS Bank for the debt financing, the importance of having a debt commitment in place when the purchase agreement was executed, the existing role of Goldman Sachs as financial advisor to the Company, and the fees that would be expected to be paid to Goldman Sachs under the existing engagement letter with Goldman Sachs. Following discussion, the members of the Transaction Committee unanimously determined that the terms proposed by GS Bank were competitive and that the engagement of GS Bank for the debt financing would not impair Goldman Sachs’ ability to provide objective advice, the importance of having the debt commitment in place when the purchase agreement was executed, and having considered the fees to be received by GS Bank from the Company for the debt financing and the fees to be paid to Goldman Sachs as financial advisor to the Transaction Committee, as described under “— Opinion of Goldman Sachs & Co. LLC,” as well as the nature of the debt financing in question, it was in the best interests of the Company and its shareholders to engage GS Bank to provide the debt financing.

Between July 22 and July 30, 2025, the Company and Cortland, with the assistance of their respective outside legal counsel and financial advisors, continued discussions and made significant progress in finalizing the purchase agreement and other transaction documents and completing outstanding due diligence.

On July 27, 2025, the Board held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Board received an update on the status of negotiations regarding the purchase agreement and other transaction agreements with Cortland, including issues concerning cost allocations relating to transaction costs, property-level employees and capital expenditures, as well as the status of ongoing discussions regarding provisions relating to the treatment of the Yale West Property (and provisions being included in the Company’s debt commitment to account for the timing of a separate Yale West closing if one were to become necessary), as well as the amount and terms of the debt and equity commitments and limited guaranty to be provided by Cortland. The Board asked questions and engaged in discussion regarding the status of negotiations of the purchase agreement and other transaction agreements with Cortland. Representatives of Goldman Sachs also presented to the Board a preliminary financial analyses of the consideration to be received by the Company in the Portfolio Sale Transaction. The Board also considered and discussed the timing for the payment of the next regular quarterly distribution; the status of negotiations regarding the debt financing commitment from GS Bank; the anticipated sale process for the remaining assets of the Company, including the pool of potential buyers, anticipated timeline and potential characteristics of certain of the remaining assets that could impact the anticipated timeline for liquidation; preliminary analysis regarding estimated costs and expenses of the liquidation process that could impact the amount of future distributions, including the amount and timing of change of control payments that would be triggered under the terms of existing compensation plans and arrangements in connection with the proposed transactions; and the estimated timeline and process for a liquidation of the Company and the delisting of the Company’s common shares from the NYSE. Representatives from Hogan Lovells also reviewed the proposed terms of the plan of sale and liquidation and related tax considerations, during which the Board asked questions and engaged in discussion. Representatives from Hogan Lovells also discussed with the trustees their fiduciary duties

 

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under Maryland law. See “—Interests of Our Trustees and Executive Officers” for potential change-in-control and other compensation that may be payable in connection with the Plan of Sale and Liquidation.

On July 30, 2025, the Transaction Committee held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Transaction Committee reviewed the sale process and the strategic alternatives review process to date, the terms of the Portfolio Sale Transaction, proposed terms of the Plan of Sale and Liquidation, and the status of negotiations regarding the debt financing commitment terms with GS Bank. The Transaction Committee also approved an amendment, which was entered into as of July 30, 2025, to the existing Goldman Sachs engagement letter, for the purpose of clarifying the timing of payment to Goldman Sachs of the transaction fee specified in the engagement letter, in the manner described under “The Proposed Transactions — Opinion of Goldman Sachs & Co. LLC”. The Transaction Committee also recommended that the Board approve the Portfolio Sale Transaction and the Plan of Sale and Liquidation.

Also on July 30, 2025, the Transaction Committee and the Board held a joint meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Transaction Committee and the Board received a report on the status of negotiations regarding the purchase agreement and other transaction documents with Cortland, discussed the status of negotiations regarding the debt financing commitment with GS Bank, and reviewed updated financial analyses regarding the executive management team’s estimated range of the Initial Special Distribution including the analysis described below under “The Plan of Sale and Liquidation — Amount and Timing of Distributions to our Shareholders as a Result of the Liquidation”. The members of the Transaction Committee and the other members of the Board asked questions and engaged in discussion. Representatives of Goldman Sachs then presented, for the benefit of the Transaction Committee and the Board, its financial analysis of the $1,605,560,100 in cash, as adjusted pursuant to Article 3 of the Purchase Agreement, to be paid to Seller for all of the outstanding equity interests of Echo Sub pursuant to the Purchase Agreement. A representative of Goldman Sachs then delivered the oral opinion of Goldman Sachs, which was subsequently confirmed by delivery of Goldman Sachs’ written opinion dated August 1, 2025, for the benefit of the Transaction Committee and the Board, to the effect that, as of such date, and based upon and subject to the factors, assumptions, limitations, qualifications and other matters set forth in Goldman Sachs’ written opinion, the $1,605,560,100 in cash, as adjusted pursuant to Article 3 of the Purchase Agreement, to be paid to Seller for all of the outstanding equity interests of Echo Sub pursuant to the Purchase Agreement was fair from a financial point of view to the Company, as more fully described below in the section entitled “— Opinion of Goldman Sachs & Co. LLC”. Representatives of the executive management team and the Transaction Committee provided their recommendations that the Board approve the Portfolio Sale Transaction and the Plan of Sale and Liquidation. Representatives of Hogan Lovells then reviewed the resolutions prepared for the proposed transaction. Following these presentations and discussions, the opinion of Goldman Sachs, the recommendations of the Transaction Committee and the executive management team and the views of Goldman Sachs and JLLS, and other discussions by the Board concerning, among other things, the matters described below under “— The Proposed Transactions — Board Recommendation and Reasons for the Proposed Transactions,” the Board, by the unanimous vote of all trustees, agreed that the combination of the sale of assets to Cortland and future sales of the remaining assets of the Company is most likely to result in the greatest value for shareholders as compared to Company’s other strategic alternatives, including continuing to operate the business as an independent going concern, declared advisable and approved the Portfolio Sale Transaction and the Plan of Sale and Liquidation, on the terms and conditions set forth in the Purchase Agreement and the Plan of Sale and Liquidation, and unanimously recommended the approval of the Purchase Agreement and the transactions contemplated thereby and Plan of Sale and Liquidation by the Company’s shareholders, including the debt commitment. See “— Interests of Our Trustees and Executive Officers” for potential change-in-control and other compensation that may be payable in connection with the Plan of Sale and Liquidation.

Over the next two days, the Company and GS Bank completed negotiations regarding the final terms of the debt financing commitment to be entered into at signing.

On July 31, 2025, Mr. McDermott and Mr. Steven DeFrancis, founder and CEO of Cortland, spoke by telephone during which Mr. McDermott updated Mr. DeFrancis on the status of the Company’s negotiation of the debt financing commitment and the Company’s desired timing for execution of the Purchase

 

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Agreement (after market close on August 1, 2025) and public announcement of the Portfolio Sale Transaction and Plan of Sale and Liquidation (on the morning of August 4, 2025, prior to market open).

On August 1, 2025, the Board held a meeting with members of the executive management team and with representatives from Goldman Sachs, JLLS and Hogan Lovells present. During the meeting, the Board received an update regarding negotiation of the debt financing commitment from GS Bank, as well as an updated summary of the range of Total Estimated Liquidating Distributions expected to result from refinements to the estimated amount of third-party costs and expenses related to obtaining the Debt Financing. The Board asked questions and engaged in discussion regarding the third-party costs and expense adjustments and their effect on the estimated range of distributions. Representatives of Goldman Sachs confirmed that the changes had no effect on the Consideration to be received by Seller pursuant to the Purchase Agreement and therefore did not impact its analysis or opinion. Representatives from Goldman Sachs and JLLS confirmed that the adjustments reflected in the discussion materials did not change their respective views regarding the Proposed Transactions. Following further discussion, the Board unanimously reaffirmed its prior determinations during the July 30th Board meeting to proceed with both the Portfolio Sale Transaction and the Plan of Sale and Liquidation, including the debt financing commitment on the terms agreed between the Company and GS Bank.

After market close, on August 1, 2025, the Company and Cortland executed and delivered the Purchase Agreement. On August 4, 2025, before the opening of the market, the Company issued a press release publicly announcing the Portfolio Sale Transaction and the Plan of Sale and Liquidation.

Board Recommendation and Reasons for the Proposed Transactions

The decision of the Board to seek your approval for the Portfolio Sale Proposal, the other transactions contemplated by the Purchase Agreement, and the Liquidation Proposal followed a lengthy process throughout which the Board consulted with management and financial and legal advisors and carefully considered the risks, timing, viability and potential impact to our shareholders of the alternatives potentially available to us. Based on such consideration and analysis, and the unanimous recommendation of the Transaction Committee comprised of outside trustees, the Board determined that the Portfolio Sale Transaction, the other transactions contemplated by the Purchase Agreement, and the Plan of Sale and Liquidation are approved, advisable and in the best interests of the Company and its shareholders.

In declaring the Portfolio Sale Transaction, the other transactions contemplated by the Purchase Agreement, and the Plan of Sale and Liquidation advisable, and in recommending that the Company’s shareholders vote to approve the Portfolio Sale Proposal and the Liquidation Proposal, the Board considered various factors that it viewed as supporting its decisions, including the following material factors:

Strategic Review Process Generally

•

The determination by the Board, after conducting a strategic review process with the assistance of the Transaction Committee, and evaluating a number of strategic alternatives with the goal of making an informed determination of the course of action that the Board believes provides the best opportunity for maximizing value for shareholders, including continuing the Company’s current business strategy and potential ways to accelerate growth through acquisitions or joint ventures, prospects for the sale of the Company as a whole, portfolio sales and a liquidation of the Company, as well as the Company’s future business prospects and the work the Company had already undertaken to scale its portfolio and reduce its cost of capital, that the Portfolio Sale Transaction and subsequent orderly wind-down of the Company’s business and affairs and termination of the Company’s existence pursuant to the Plan of Sale and Liquidation is the strategic alternative that is most likely to result in the greatest value for shareholders as compared to the Company’s other strategic alternatives, including continuing to operate the business as an independent going concern.

​

•

The Board’s knowledge of the business, operations, financial condition, earnings and prospects of the Company, its knowledge of the current and prospective environment in which the Company operates (including economic and market conditions) and its understanding of the challenges of continuing to operate the Company as a stand-alone entity, including: the Company’s relatively small scale compared to other publicly traded multifamily REITs; the difficulty the Company faces in

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raising new capital, including the inability to raise capital through the sale of common shares in a manner that is not dilutive to existing shareholders; and the need for additional capital to grow the Company’s business; and, generally, economies of scale to reduce the expense load on operations.

•

Following the public announcement on February 13, 2025 that the Board had commenced a formal process to explore strategic alternatives, the Company, with the assistance of its financial advisors, engaged with 85 potential interested parties (as more fully described above in “— Background of the Proposed Transactions”), including pension funds, insurance companies, institutional advisors, financial sponsors, multifamily managers, funds, family offices and other public REITs, and entered into confidentiality agreements with 47 interested parties.

​

•

The strategic alternatives review process did not produce an offer to acquire all of the common shares of the Company that was not withdrawn or reduced, at a price that the Board considered attractive relative to the combination of the Proposed Transactions and the Total Estimated Liquidating Distributions that the Company expects to make in connection therewith.

​

•

The Board’s determination that, following an outreach by the Company’s financial advisors to approximately 32 potential interested parties that had been contacted to explore potential joint venture or similar transaction opportunities, a potential joint venture or similar transaction, as discussed with these potential interested parties, was not likely to achieve meaningful portfolio growth in a manner accretive to shareholders.

​

•

Discussion and consideration regarding the potential advantages of a large portfolio sale as part of a liquidation strategy, as well as consideration and discussion of the potential costs and benefits of, and potential delays and other impediments to, selling all of the Company’s assets without a large portfolio sale pursuant to a plan of sale and liquidation.

​

•

Based on Elme management’s evaluation of certain data and information, the Company would need to achieve a meaningfully higher share price versus where it was trading at the time to raise capital and invest in acquisitions (assuming a capitalization rate consistent with management’s view of market value for similar properties across our markets generally) that would be accretive and create shareholder value, which share price level would imply an adjusted funds from operations multiple that is higher — relative to its peers — than the Company’s historical average multiple relative to its peers, with no indication that an increase in share price multiple relative to peers should be reasonably expected to occur in the foreseeable future.

​

•

Based on Elme management’s evaluation of certain data and information, in consultation with the Company’s financial advisors, and based on the other assumptions and estimates described below under “The Plan of Sale and Liquidation — Amount and Timing of Distributions to our Shareholders as a Result of the Liquidation,” the Company currently anticipates making an Initial Special Distribution to shareholders following the closing of the Portfolio Sale Transaction of between $14.50 and $14.82 per common share, and one or more Additional Potential Special Distributions to shareholders following sales of the Remaining Company Assets in accordance with the Plan of Sale and Liquidation of between, in the aggregate, $2.90 and $3.50 per common share, for a range of Total Estimated Liquidation Distributions of be between $17.40 and $18.32 per common share (not including the Company’s $0.18 per common share October Regular Quarterly Distribution).

​

Portfolio Sale Transaction

•

As described more fully above under the heading “— Background of the Proposed Transactions,” the Company negotiated an increase by Buyer from its initial proposed purchase price for the Sale Portfolio of between $1.560 billion to $1.569 billion to a final purchase price of approximately $1.606 billion, or an increase of between approximately 2.4% to 3.0%, as well as other economic concessions relating to responsibility for capital expenditures, property employee costs and certain transaction expenses negotiated in the Purchase Agreement, which Elme management estimated to be in the range of $5 million to $7 million compared to Buyer’s original proposals.

​

•

Under the Purchase Agreement, the Company has the right to provide information to and conduct negotiations with third parties in response to unsolicited acquisition proposals in certain circumstances and the Board has the right to withhold, withdraw, modify or qualify its recommendation that our

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shareholders vote to approve the Portfolio Sale Proposal under certain circumstances, subject to payment of the Buyer Termination Fee if Buyer elects to terminate the Purchase Agreement in such circumstances.

•

The Company has the right to terminate the Purchase Agreement, under certain circumstances, in order to enter into a definitive agreement providing for the implementation of a Superior Acquisition Proposal if the Board determines in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to the Purchase Agreement proposed in writing by Buyer and not withdrawn, that the Superior Acquisition Proposal continues to constitute a Superior Acquisition Proposal, upon payment of the Seller Termination Fee.

​

•

The Purchase Agreement provides for a reduced Seller Termination Fee of $27.5 million (representing approximately 1.7% of the Purchase Price under the Purchase Agreement) if the Company were to terminate the Purchase Agreement as a result of a Superior Acquisition Proposal within the first 30 days following execution of the Purchase Agreement.

​

•

The conclusion of the Board that the termination fee levels provided by the Purchase Agreement were reasonable in the context of termination fees payable in comparable transactions and in light of the strategic alternatives review process, the overall structure of the Proposed Transactions and the terms of the Purchase Agreement.

​

•

The oral opinion Goldman Sachs rendered, subsequently confirmed by delivery of its written opinion dated August 1, 2025, for the benefit of the Transaction Committee and the Board, to the effect that, as of such date, and based upon and subject to the factors, assumptions, limitations, qualifications and other matters set forth in Goldman Sachs’ written opinion, the $1,605,560,100 in cash, as adjusted pursuant to Article 3 of the Purchase Agreement, to be paid to Seller for all of the outstanding equity interests of Echo Sub pursuant to the Purchase Agreement was fair from a financial point of view to the Company, as more fully described below in the section entitled “— Opinion of Goldman Sachs & Co. LLC”.

​

•

The Portfolio Sale Transaction would be subject to shareholder approval, and our shareholders would be free to reject the Portfolio Sale Transaction by voting against the Portfolio Sale Proposal for any reason, including if a higher offer were to be made prior to the Special Meeting (subject to reimbursement to Buyer Parent of up to $3 million in reasonable out-of-pocket expenses incurred by the Buyer Parties in connection with the Purchase Agreement, and potentially the Seller Termination Fee of up to $37.5 million in certain circumstances).

​

•

The terms of the Purchase Agreement, including representations, warranties and covenants of the Parties thereto, as well as the conditions to the Parties’ respective obligations under the Purchase Agreement.

​

•

The course of negotiations with Buyer, which were conducted at arm’s length and during which the Board and the Transaction Committee were advised by their legal and financial advisors.

​

•

The commitment on the part of each of Seller and Buyer to complete the Portfolio Sale Transaction as reflected in their respective obligations under the terms of the Purchase Agreement and the absence of any known required government consents.

​

•

The probability that the Portfolio Sale Transaction would be completed based on, among other things, the absence of a financing condition and the $100 million Buyer Termination Fee payable to us if the Purchase Agreement is terminated under certain circumstances, which payment is guaranteed by a guarantor.

​

•

The potential for closing the Portfolio Sale Transaction in a reasonable timeframe that could reduce the amount of time in which our business would be subject to the potential uncertainty of closing and related disruption.

​

Plan of Sale and Liquidation

•

The estimated range of Total Estimated Liquidating Distributions of $17.40 to $18.32 per common share represents a 12.3% to 18.3% premium to closing price of the Company’s common shares on

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February 13, 2025 ($15.49), the trading date immediately prior to the Company’s public announcement that it was evaluating strategic alternatives, and a 15.2% to 21.2% premium to closing price of the Company’s common shares on August 1, 2025 ($15.11), the last trading date prior to the Company’s public announcement of the Portfolio Sale Transaction and the Plan of Sale and Liquidation.

•

The Board’s belief that the range of Total Estimated Liquidating Distributions was fair relative to the Board’s own assessment, based on estimates and presentations made by management, and in consultation with our financial advisors, of our current and expected future financial condition, earnings, business opportunities, strategies and competitive position and the nature of the market environment in which we operate, including the changes in federal and local government laws and regulations that affect local real estate markets, including the Washington, DC metro area.

​

•

Each of the Total Estimated Liquidating Distributions are likely to be payable in cash and will provide our shareholders with certainty of value and liquidity for their shares without the requirement to sell shares that could at times have fluctuating volume levels.

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•

There are potential U.S. federal income tax benefits of the Plan of Sale and Liquidation to our shareholders, including that distributions received by a U.S. holder (as defined in “The Proposed Transactions — Material U.S. Federal Income Tax Consequences” beginning on page 71) pursuant to the Plan of Sale and Liquidation (including after the closing of the Portfolio Sale Transaction) are intended to be treated as a reduction in the U.S. holder’s tax basis in such holder’s common shares, but not below zero, with any excess taxable as capital gain, rather than a portion of each distribution potentially being taxable at ordinary income rates if distributions were made in the ordinary course of business rather than as liquidating distributions.

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The Board’s view that arranging for the Debt Financing would allow the Company to make a larger Initial Special Distribution that maximizes the amount of cash to be distributed to shareholders earlier in the liquidation process, and provide the Company with additional liquidity — together with net working capital and cash flow from operations and net proceeds from the sale of the Remaining Company Assets — to continue operations, complete the orderly of the Company’s business and affairs pursuant to the Plan of Sale and Liquidation and make additional liquidating distributions.

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Approval of the Liquidation Proposal would allow the Company to engage potential buyers and complete sales of the Remaining Company Assets through individual-asset, multiple-asset or portfolio sales without the need to subject any such future transaction to the delay and conditionality that would be associated with having to seek and obtain shareholder approval to complete future asset sales.

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The Plan of Sale and Liquidation would be subject to shareholder approval, and our shareholders would be free to reject the wind-down of the Company’s business and affairs and termination of the Company’s existence by voting against the Liquidation Proposal for any reason.

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The terms and conditions of the Plan of Sale and Liquidation, which among other things, permit the Board to abandon or delay implementation of the dissolution prior to the filing the Notice of Termination if it determines that, in light of new proposals presented or changes in circumstances, a dissolution is no longer advisable and in the best interests of the Company and its shareholders.

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The Board also considered a variety of risks and other potentially negative factors in considering the Portfolio Sale Transaction, the other transactions contemplated by the Purchase Agreement, and the Plan of Sale and Liquidation, including the following material factors:

Portfolio Sale Transaction

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The Portfolio Sale Transaction might not be closed in a timely manner or at all due to a failure of certain conditions precedent to such closing, some of which may be beyond the Company’s or Buyer’s control, and the potential inability of the Company to close another transaction or transactions for the Sale Portfolio on the same or similar financial terms if the Portfolio Sale Transaction is not closed.

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The Purchase Price to be paid by Buyer for the Sale Portfolio will not be adjusted for any increase in the market value of the Sale Portfolio.

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•

Under the terms of the Purchase Agreement, the Company would be obligated to pay Buyer Parent the Seller Termination Fee in the amount of either $27.5 million or $37.5 million, depending on when a Superior Acquisition Proposal is communicated by the Company to Buyer, and/or reimburse the Buyer Parties’ reasonable out-of-pocket expenses in connection with the Portfolio Sale Transaction (up to $3 million) if the Purchase Agreement is terminated under certain circumstances, which could discourage or deter a third party from proposing a Competing Acquisition Proposal that may be more advantageous to the Company’s shareholders, or which become payable in circumstances when no Competing Acquisition Proposal or Superior Acquisition Proposal is available to the Company.

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The terms of the Purchase Agreement place limitations on the ability of the Company, its trustees, officers and financial and legal representatives to solicit, initiate, knowingly encourage or knowingly facilitate any Competing Acquisition Proposal or any Inquiry that constitutes, or could reasonably be expected to lead to, a Competing Acquisition Proposal and the Company’s ability to furnish information to, or enter into discussions with, a third party in furtherance of any Competing Acquisition Proposal or Inquiry that constitutes, or would reasonably be expected to lead to, a Competing Acquisition Proposal.

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The risk that the closing of the Yale West Property may, in certain circumstances, be delayed or that the Yale West Property may not be sold as part of the Portfolio Sale Transaction, which could require us to engage in another marketing and sale process for that property, and that we may not be able to complete a sale on the same or similar financial terms or other terms.

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Plan of Sale and Liquidation

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There is no assurance that the Company would be successful in disposing of its assets for values equal to or exceeding those in the Company’s estimated range of gross asset sale values, or that the dispositions would occur within our estimated timeframe.

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The costs incurred by the Company in connection with implementing the Plan of Sale and Liquidation would be significant and may be greater than estimated.

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Future litigation or other contingent liabilities might prevent or delay the Company from making liquidating distributions in the amounts contemplated, or at all.

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There are challenges estimating the costs and expenses of the liquidation process, including unknown or future costs and expenses that we cannot reasonably estimate at this time, which could be higher than anticipated.

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In the event the Company fails to create adequate reserves for payment of the amounts ultimately payable in respect of expenses and liabilities, creditors may seek recovery from our shareholders and our shareholders may be required to return to certain creditors some or all of the liquidating distributions.

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Following shareholder approval of the Liquidation Proposal, the Company’s focus will be on the orderly wind-down of the Company’s business and affairs and sales of the Remaining Company Assets, and it will no longer pursue its current business strategy, and shareholders will no longer participate in any future earnings or growth of our assets or benefit from any increases in the value of our assets once such assets are sold.

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There are uncertainties as to the timing, nature and amount of any liquidating distributions to shareholders, including the risk that there could be unanticipated delays in selling the Company’s assets and the amounts we would ultimately distribute to our shareholders pursuant to the Plan of Sale and Liquidation may be substantially less than the amounts we currently estimate if the amounts of our liabilities, other obligations and expenses and claims against us are higher than we currently anticipate.

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The range of Total Estimated Liquidating Distributions was derived based on data and information evaluated by the Company’s management as of or prior to June 30, 2025, but does not take into account interest rate, market or other changes since that time.

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The possibility that continuing with the status quo or pursuing one or more other strategic alternatives could result in greater returns in a reasonable period of time than the Total Estimated Liquidating

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Distributions that would be paid to a shareholder following the closing of the Portfolio Sale Transaction and under the Plan of Sale and Liquidation.

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It is possible the Company could become subject to the 100% excise tax on “prohibited transactions” if we are unable to avail ourselves of the safe harbor provided in the Code on the sales of our assets pursuant to the Plan of Sale and Liquidation or otherwise structure our property sales so that such tax would not be applicable.

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The Company intends, for tax purposes, to transfer our remaining unsold properties to a liquidating trust or convert to a liquidating entity if we are unable to sell all of our assets and distribute the net proceeds to our shareholders within 24 months (or sooner, in the discretion of the Company) of the Plan of Sale and Liquidation being approved by shareholders, which may cause shareholders to recognize taxable gain at the time of such transfer, prior to the receipt of cash, and may have adverse tax consequences on tax-exempt and non-U.S. shareholders.

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Depending on the tax basis in their shares, U.S. shareholders may recognize taxable gain in connection with the receipt of the Total Estimated Liquidating Distributions, and non-U.S. shareholders under certain circumstances may recognize taxable gain and may be subject to U.S. withholding taxes.

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If the Company establishes a liquidating trust or converts to another liquidating entity, such trust or entity will likely provide for a prohibition on the transfer of trust interests subject to certain limited exceptions.

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Generally

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The Board and the Transaction Committee considered the Portfolio Sale Transaction and subsequent orderly wind-down of the Company’s business and affairs and termination of the Company’s existence pursuant to the Plan of Sale and Liquidation together, as the strategic alternative that is most likely to result in the greatest value for shareholders as compared to the Company’s other strategic alternatives, but recognize that shareholders would have separate votes on the Portfolio Sale Proposal and the Liquidation Proposal and could decide to approve one without the other.

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The obligation to repay all of the existing outstanding indebtedness of the Company, including any prepayment penalties, which will become payable in connection with the closing of the Portfolio Sale Transaction.

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The need to complete the Debt Financing, or obtain other replacement financing, to maximize the amount of the Initial Special Distribution and provide additional amounts to enable the Company to proceed with an orderly wind-down of the Company’s business and affairs under the Plan of Sale and Liquidation.

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The Initial Special Distribution may not be made until after the Company has repaid its existing indebtedness, and the ability to make Additional Potential Special Distributions will be subject to ongoing compliance with the terms of our Debt Financing and, as such, there can be no certainty as to the timing or amount of any such distributions.

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The price of our common shares is likely to decline or become more volatile due to the gradual liquidation of the Company and payments of liquidating distributions to shareholders.

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Risks related to diverting management focus and resources from operational matters while working to implement the Portfolio Sale Transaction and the Plan of Sale and Liquidation, and the potential loss of executive officers and other key personnel who provide services to the Company, which could adversely impact our day-to-day operations and ability to close sales of our assets and timely complete the liquidation and dissolution of the Company.

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The risks of potential market disruptions that could impact the Company’s ability to complete the Portfolio Sale Transaction or the sales of the Remaining Company Assets, including other general risks outside the Company’s control, such as changes in general economic or local conditions, changes in interest rates or availability of mortgage funds, supply and demand dynamics, changes in tax, real estate, environmental and zoning laws, occupancy percentages, lease rates, competition, the

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availability of suitable buyers, operating performance and the perceived quality and dependability of income flows from tendencies, and potential major repairs or other contingent liabilities associated with the assets.

•

Regulatory processes in Montgomery County, Maryland and the District of Columbia which relate to the sale of multifamily properties, can impact or disrupt the timing or ability to sell these properties.

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The material costs associated with our business operations, including accounting, legal and other expenses in connection with required filings with the SEC and to support the day-to-day operations during the winding-down process under the Plan of Sale and Liquidation.

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•

Pursuant to Maryland law and our Declaration of Trust, our shareholders are not entitled to appraisal or dissenters’ rights (or rights of an objecting shareholder) in connection with the Portfolio Sale Proposal or the Liquidation Proposal.

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The types and nature of the risks described under the section entitled “Risk Factors” beginning on page 27.

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In addition, the Board was aware of and considered the fact that our trustees and executive officers have interests in the Proposed Transactions that are different from, or in addition to, our shareholders generally, including those interests that are a result of compensation arrangements with the Company. See “The Proposed Transactions — Interests of Our Trustees and Executive Officers” beginning on page 79.

This discussion of the foregoing information and material factors considered by the Board in reaching its conclusions and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the Board in evaluating the Portfolio Sale Transaction and the other transactions contemplated by the Purchase Agreement, the Plan of Sale and Liquidation and the complexity of these matters, the Board did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weight to those factors. The grouping of material factors above is for convenience only. In addition, different members of the Board may have given different weight or merit to different factors. The Board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall review of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of declaring advisable and approving the Portfolio Sale Transaction and the other transactions contemplated by the Purchase Agreement, on the terms and conditions set forth in the Purchase Agreement and the Plan of Sale and Liquidation.

The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 39. After considering the foregoing potentially negative and potentially positive factors, the Board and the Transaction Committee concluded that the potentially positive factors relating to each of the Portfolio Sale Transaction and the Plan of Sale and Liquidation substantially outweighed the potentially negative factors.

After careful consideration, and taking into account the factors set forth above, the Board unanimously recommends that you vote “FOR” approval of the Portfolio Sale Proposal and “FOR” approval of the Liquidation Proposal.

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its oral opinion on July 30, 2025, subsequently confirmed by delivery of its written opinion dated August 1, 2025 (the “Opinion Date”), for the benefit of the Transaction Committee and the Board, that, as of the Opinion Date, and based upon and subject to the factors, assumptions, limitations, qualifications and other matters set forth therein, the $1,605,560,100 in cash, as adjusted pursuant to Article 3 of the Purchase Agreement (the “Adjustments”) (as used in this section, the “Consideration”) to be paid to Seller (as used in this section, together with the Company, the “Seller Parties”) for all of the outstanding equity interests of Echo Sub pursuant to the Purchase Agreement was fair from a financial point of view to the Company.

 

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The full text of the written opinion of Goldman Sachs, dated August 1, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Transaction Committee and the Board in connection with their consideration of the Portfolio Sale Transaction. Goldman Sachs’ opinion is not a recommendation as to how any holder of common shares should vote with respect to the Portfolio Sale Transaction or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the Purchase Agreement;

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•

annual reports to shareholders and Annual Reports on Form 10-K of the Company for the five fiscal years ended December 31, 2024;

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•

certain interim reports to shareholders and Quarterly Reports on Form 10-Q of the Company;

​

•

certain other communications from the Company to its shareholders;

​

•

certain publicly available research analyst reports for the Company;

​

•

certain internal asset-level financial statements for the Sale Properties being contributed to Echo Sub in the Pre-Closing Reorganization for the two fiscal years ended December 31, 2024 and the twelve months ended June 30, 2025, as prepared by the management of the Company and approved for Goldman Sachs’ use by the Transaction Committee; and

​

•

certain financial analyses and forecasts for Echo Sub, prepared by the management of the Company, as approved for Goldman Sachs’ use by the Transaction Committee (the “Forecasts”), and certain estimates as to the amounts of the Adjustments, as prepared by the management of the Company and approved for Goldman Sachs’ use by the Transaction Committee (the “Adjustment Estimates”).

​

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of Echo Sub and the Seller Parties, and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the consent of the Transaction Committee, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Transaction Committee’s consent that the Forecasts and the Adjustment Estimates had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Seller Parties, Echo Sub or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the closing of the Portfolio Sale Transaction will be obtained without any adverse effect on the Company or Seller or on the expected benefits of the Portfolio Sale Transaction in any way meaningful to its analysis. Goldman Sachs also assumed that the Portfolio Sale Transaction will be consummated on the terms set forth in the Purchase Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Portfolio Sale Transaction, or the relative merits of the Portfolio Sale Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the Company, as of the Opinion Date, of the Consideration to be paid to Seller for all of the outstanding equity interests of Echo Sub pursuant to the Purchase Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Purchase Agreement or the Portfolio Sale Transaction or any term or aspect of any other agreement or instrument contemplated by the

 

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Purchase Agreement or entered into or amended in connection with the Portfolio Sale Transaction, including, the Pre-Closing Reorganization, any allocation of the Consideration, the fairness of the Portfolio Sale Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors, trustees or employees of the Seller Parties or Echo Sub, or class of such persons, in connection with the Portfolio Sale Transaction, whether relative to the Consideration to be paid to Seller for all of the outstanding equity interests of Echo Sub pursuant to the Purchase Agreement or otherwise. Furthermore, Goldman Sachs’ opinion does not express any view on, nor does it address, any potential use of proceeds from the Portfolio Sale Transaction that may be contemplated by the Company, including any distribution of any portion of the Consideration to the holders of common shares, nor any other post-closing plans of the Company or Seller, including the use by the Company of a liquidating trust for purposes of holding and disposing of the Remaining Company Assets following the closing of the Portfolio Sale Transaction. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the Opinion Date and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the Opinion Date. In addition, Goldman Sachs does not express any opinion as to the prices at which the common shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, the Portfolio Sale Transaction or as to the impact of the Portfolio Sale Transaction on the solvency or viability of the Seller Parties, Echo Sub or the Buyer Parties or the ability of the Seller Parties, Echo Sub or the Buyer Parties to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Transaction Committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 29, 2025, and is not necessarily indicative of current market conditions.

Illustrative Discounted Cash Flow Analysis.

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Sale Portfolio to derive a range of illustrative present values for the Sale Portfolio. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.25% to 9.25%, reflecting estimates of the Sale Portfolio’s weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2025 (i) estimates of unlevered free cash flow for the Sale Portfolio for the six-month period ended June 30, 2025 and fiscal years 2026 through 2029 as reflected in the Forecasts and (ii) a range of illustrative terminal values for the Sale Portfolio, which were calculated by applying perpetuity growth rates ranging from 2.75% to 3.25%, to a terminal year estimate of the unlevered free cash flow to be generated by the Sale Portfolio, as reflected in the Forecasts. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Sale Portfolio’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Sale Portfolio, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative values for the Sale Portfolio from the ranges of present values it derived above for the Sale Portfolio ranging from $1,167 million to $1,508 million.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analysis or of the summary set forth above, without considering the analysis as a whole, could create an incomplete view of the processes underlying

 

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Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of its analysis and did not attribute any particular weight to any factor considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of its analysis.

Goldman Sachs prepared this analysis for purposes of Goldman Sachs’ providing, for the benefit of the Transaction Committee and the Board, its opinion as to the fairness to the Company, from a financial point of view, as of the Opinion Date, of the Consideration to be paid to Seller for all of the outstanding equity interests of Echo Sub pursuant to the Purchase Agreement. This analysis does not purport to be an appraisal nor does it necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Seller Parties, Echo Sub, the Buyer Parties, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Consideration was determined through arm’s-length negotiations between the Company and Cortland and was approved by the Transaction Committee and the Board. Goldman Sachs provided advice for the benefit of the Transaction Committee and the Board during these negotiations. Goldman Sachs did not recommend any specific amount of consideration to the Company or the Transaction Committee or the Board or that any specific amount of consideration constituted the only appropriate consideration for the Portfolio Sale Transaction.

As described above, Goldman Sachs’ opinion for the benefit of the Transaction Committee and the Board was one of many factors taken into consideration by each of the Transaction Committee and the Board in making their determination to approve the Portfolio Sale Transaction. The foregoing summary does not purport to be a complete description of the analysis performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Appendix C.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Seller Parties, Echo Sub, Cortland, the Buyer Parties (collectively, the “Relevant Parties”), any of their respective affiliates and, as applicable, portfolio companies, and third parties, or any currency or commodity that may be involved in the transaction contemplated by the Purchase Agreement. Goldman Sachs investment banking business unit (“Goldman Sachs Investment Banking”) has an existing lending relationship with each of the Company and Cortland or majority-owned subsidiaries or, if applicable, portfolio companies or funds thereof. Goldman Sachs acted as financial advisor to the Transaction Committee in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Purchase Agreement. At the Company’s request, and with the consent of the Transaction Committee and the Board, Goldman Sachs Affiliated Entities will be providing debt financing to the Company in connection with the Remaining Company Assets following the closing of the Portfolio Sale Transaction, subject to the occurrence thereof and the terms of such financing, pursuant to which such Goldman Sachs Affiliated Entities expect to receive compensation upon funding such financing of up to $4.24 million, based on certain assumptions that may prove inaccurate, including that the Company will be able to complete the sales of the Remaining Company Assets by its stated target date of June 30, 2026, as described in “The Plan of Sale and Liquidation” beginning on page 103. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as a sales agent, forward seller and forward purchaser for the Company’s at-the-market offering of up to $350,000,000 of common shares in February 2024 and as anti-raid advisor to the Company since March 2025. During the two-year period ended August 1, 2025, Goldman Sachs has recognized aggregate compensation of approximately $2.0 million for financial advisory and/or underwriting services

 

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provided by Goldman Sachs Investment Banking to the Company and/or its affiliates. During the two-year period ended August 1, 2025, Goldman Sachs Investment Banking has not been engaged by Cortland or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Seller Parties, Echo Sub, Cortland and their respective affiliates and/or, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of August 1, 2025, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates, (ii) no direct GS Principal Investment in Cortland and/or its Related Entities. Funds managed by affiliates of Goldman Sachs Investment Banking are not co-invested with Cortland and/or its affiliates and are not invested in equity interests of funds managed by affiliates of Cortland. Such funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Cortland and/or its affiliates or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of the proxy, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third-party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third-party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make investments in, the Relevant Parties or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

“Related Entities” are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Transaction Committee selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Portfolio Sale Transaction. Pursuant to a letter agreement dated February 12, 2025 among the Company, the Transaction Committee and Goldman Sachs (as amended, modified or supplemented in accordance with its terms, the “engagement letter”), the Transaction Committee engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction(s). The engagement letter provides for a transaction fee of approximately $20.8 million, $2 million of which became payable upon delivery by Goldman Sachs of the results of the study undertaken by Goldman Sachs with respect to its opinion, $11.7 million is contingent upon the closing of the Portfolio Sale Transaction, and the remainder of which is to be paid over time in connection with the closing of the sales of the Remaining Company Assets (based on the ultimate sales prices of the Remaining Company Assets) with the balance of any unpaid amount to be paid no later

 

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than October 31, 2026, subject to the pricing and other terms of such sales, and based on certain assumptions which may prove inaccurate, and that the proceeds from the sales of the Remaining Company Assets will not be materially different from those estimated by the management of the Company, as described in “The Plan of Sale and Liquidation” beginning on page 103. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Unaudited Prospective Financial Information

As a matter of course, the Company does not publicly disclose long-term projections or internal projections of our future performance due to the unpredictability of the underlying assumptions and estimates. However, in connection with our review of Portfolio Sale Transaction, the Board authorized senior management to prepare and provide certain non-public, unaudited prospective financial information for fiscal years 2025 through 2029 regarding the Sale Portfolio (the “Prospective Financial Information”) to the Board, in connection with its evaluation of the Portfolio Sale Transaction, and to Goldman Sachs, for its use and reliance, at the direction and with the approval of the Transaction Committee, in connection with its financial analyses and opinion, as more fully described in this proxy statement in “— Opinion of Goldman Sachs & Co. LLC” beginning on page 63.

The Prospective Financial Information was provided to the Board and Goldman Sachs, and approved by the Transaction Committee for Goldman Sachs’ use and reliance in connection with performing its financial analyses for purposes of rendering its opinion, for the benefit of the Transaction Committee and the Board, in connection with their evaluation of the Portfolio Sale Transaction, as more fully described in this proxy statement in “— Opinion of Goldman Sachs & Co. LLC” beginning on page 63, and the Prospective Financial Information is summarized below and such summary is included in this proxy statement solely to reflect information made available to the Board and Goldman Sachs at the time that certain events occurred and that certain decisions by the Transaction Committee and the Board were made and should not be relied upon as indicative of actual future results. Readers of this proxy statement are cautioned not to rely on the Prospective Financial Information or any assumptions underlying the Prospective Financial Information.

Neither the Company nor any of its advisors or other representatives endorses the Prospective Financial Information as necessarily predictive of actual future results. Furthermore, although presented with numerical specificity and reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company’s senior management at the time such Prospective Financial Information was prepared and provided to, and approved by the Transaction Committee for use by, Goldman Sachs, the Prospective Financial Information reflects numerous estimates and assumptions made by the Company’s senior management at such time and represents the Company’s senior management’s estimate of the expected future financial performance of the Sale Portfolio. In addition, since the Prospective Financial Information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. These and the other estimates and assumptions underlying the Prospective Financial Information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, the inherent uncertainty of the business and economic conditions affecting the industry in which the Company operates, its ability to achieve strategic goals, objectives and targets over applicable periods and the other risks and uncertainties described in “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 27 and page 39, respectively, and in the reports that the Company files with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of the Company. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results could differ materially from those reflected in the Prospective Financial Information. Further, these assumptions do not include all potential actions that the senior management of the Company could or might have taken during these time periods. The inclusion in this proxy statement of the unaudited Prospective Financial Information should not be regarded as an indication that the Company, the Board or its advisors considered, or now consider, this Prospective Financial Information to be material information to any Company shareholders, particularly in light of the inherent risks and uncertainties associated with such Prospective Financial Information, or that it should

 

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be construed as financial guidance, and it should not be relied on as such. This information was prepared solely for internal use and is subjective in many respects and thus is susceptible to multiple interpretations. The Prospective Financial Information is not fact and readers of this proxy statement should not place undue reliance on the Prospective Financial Information as necessarily indicative of actual future results.

The Prospective Financial Information also reflect numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and does not take into account any circumstances or events occurring after the date it was prepared and provided to the Board and Goldman Sachs, including the Proposed Transactions or the possible financial and other effects on the Company of the Proposed Transactions, and does not attempt to predict or suggest actual future results or give effect to the Proposed Transactions, including the costs that may be incurred in connection with closing the Portfolio Sale Transaction, the effect on the Company of any decision or action that has been or will be taken as a result of the Purchase Agreement having been executed or the Plan of Sale and Liquidation having been approved, or the effect of any decisions or actions which would likely have been taken if the Purchase Agreement had not been executed or the Plan of Sale and Liquidation had not been approved, but which were instead altered, accelerated, postponed or not taken in anticipation of the Proposed Transactions. No assurances can be given that if the Prospective Financial Information and the underlying assumptions had been prepared as of the date of this proxy statement, similar assumptions would be used.

In preparing the Prospective Financial Information included in this proxy statement, the Company’s senior management made a number of assumptions regarding, among other things, lease-up rates of existing assets, occupancy and tenant retention levels, changes in rent and operating expenses, bad debt expense, interest rates, the amount, timing, cost and lease-up rates of existing and planned development and redevelopment projects, the amount that would be charged as a management fee for these properties if managed by a third party manager, the amount of general and administrative costs to be allocated to the Sale Portfolio, the amount of taxes paid, the amount of non-real estate related revenues and expenses and revenue growth generated from the Company’s ongoing efforts to improve operational efficiencies, such as the roll-out of managed Wi-Fi to communities.

The Prospective Financial Information included in this proxy statement has been prepared by, and is the responsibility of, our management. The Prospective Financial Information was not prepared with a view to compliance with GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. For example, certain metrics included in the Prospective Financial Information are non-GAAP financial measures, and the Prospective Financial Information does not include footnote disclosures as may be required by GAAP. Furthermore, Ernst & Young LLP our independent registered public accounting firm, has not examined, reviewed, compiled or otherwise applied procedures to the Prospective Financial Information and, accordingly, assumes no responsibility for, and expresses no opinion on, the Prospective Financial Information.

Prospective Financial Information

The following table summarizes the Prospective Financial Information ($ in millions and amounts may reflect rounding):

(1)

NOI is defined as Real Estate Rental Revenue less Direct Real Estate Operating Expenses for the Sale Properties. NOI excludes non-real estate revenue and the results of discontinued operations (including

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the gain or loss on sale, if any), interest expense, depreciation and amortization, lease origination expenses, general and administrative expenses, acquisition costs, real estate impairment, casualty gain and losses and gain or loss on extinguishment of debt. NOI does not include property management expenses, which consist of corporate property management costs and property management fees paid to third parties. NOI is a non-GAAP measure and should not be considered as an alternative to net income as a measure of operating performance or cash flow from operating activities or as a measure of liquidity.

(2)

Property Management Expenses consists of an internal property management fee expense calculated as a percentage of Real Estate Rental Revenue for the Sale Properties.

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(3)

General and Administrative Expense (Allocated) consists of a portion of the Company’s estimated general and administrative expense (which excludes the effect of any possible future acquisitions or other capital-raising allocated to the Sale Properties). The figures set forth in the table represent approximately two-thirds of the Company’s estimated general and administrative expenses, which, for purposes of preparing the Prospective Financial Information, the Company’s management believed was a reasonable approximation for the Sale Properties given that the Sale Properties accounted for approximately two-thirds of the Company’s revenues for the trailing twelve-month period ended June 30, 2025.

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(4)

Unlevered Cash Flow is defined as NOI less (i) Property Management Expenses, (ii) General and Administrative Expenses, (iii) recurring maintenance capital expenditures and (iv) major development-related capital expenditures. Unlevered Cash Flow is a non-GAAP measure and should not be considered as an alternative to net income as a measure of operating performance or cash flow from operating activities or as a measure of liquidity.

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General

By including in this proxy statement a summary of the Prospective Financial Information, neither the Company nor any of its financial advisors or other representatives has made or makes any representation to any person regarding the actual performance of the Sale Portfolio or the Company compared to the information contained in the Prospective Financial Information. The Company does not undertake any obligation to update or otherwise revise the Prospective Financial Information to reflect circumstances existing since its preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, or to reflect changes in general economic or industry conditions. Neither the Company nor its financial advisors or other representatives has made, makes or is authorized in the future to make any representation to any Company shareholder or other person regarding the actual performance of the Sale Portfolio or the Company compared to the information contained in the Prospective Financial Information or that the results reflected in the Prospective Financial Information will be achieved. Neither the Company nor its advisors or other representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the Prospective Financial Information.

In light of the foregoing, and considering that the Special Meeting will be held several months after the Prospective Financial Information was prepared, as well as the uncertainties inherent in any forecasted information, the Company’s shareholders are cautioned not to place unwarranted reliance on such information, and are urged to review the Company’s most recent SEC filings for a description of its reported financial results and the financial statements of the Company incorporated by reference in this proxy statement. See “Where You Can Find More Information” beginning on page 117. The Prospective Financial Information summarized in this section is not included in this proxy statement in order to induce any holder of the Company’s common shares to vote in favor of the Portfolio Sale Proposal, the Liquidation Proposal or any of the other proposals to be voted on at the Special Meeting.

The Prospective Financial Information includes certain non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. These non-GAAP financial measures are useful to investors and management in understanding current profitability levels and liquidity that may serve as a basis for evaluating future performance and facilitating comparability of results. The non-GAAP financial measures included in the Prospective Financial Information were relied upon by the Board and

 

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the Transaction Committee, in connection with their evaluation of the Proposed Transactions, and, at the direction and with the approval of the Transaction Committee, were relied upon by Goldman Sachs in connection with performing its financial analyses for purposes of rendering its opinion, for the benefit of the Transaction Committee and the Board, in connection with their evaluation of the Portfolio Sale Transaction, as more fully described in this proxy statement in “— Opinion of Goldman Sachs & Co. LLC” beginning on page 63. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to a board of trustees or a financial advisor in connection with a proposed transaction such as the Portfolio Sale Transaction if the disclosure is included in a document such as this proxy statement. Accordingly, no such reconciliations have been provided, although the footnotes to the tables above provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

Material U.S. Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax consequences of the Plan of Sale and Liquidation, of distributions to shareholders pursuant to the Plan of Sale and Liquidation, including the possible receipt by shareholders of interests in, and of our possible conversion to, a Liquidating Entity (as defined below). This summary assumes that our shareholders will approve the Liquidation Proposal. This summary is based on current law, is for general information only and is not tax advice. We urge you to consult with your own tax advisors regarding tax consequences of the Plan of Sale and Liquidation.

This summary is based on the Code, applicable Treasury regulations and administrative and judicial interpretations thereof, each as in effect as of the date hereof, all of which are subject to change or to different interpretations, possibly with retroactive effect. We have not requested, and do not plan to request, any rulings from the IRS concerning our tax treatment or the tax treatment of the Plan of Sale and Liquidation, and the statements in this proxy statement are not binding on the IRS or any court. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This summary discusses, but is not intended to fully address (i) U.S. federal taxes other than income taxes, (ii) state, local or non-U.S. taxes, or (iii) tax reporting requirements. This summary assumes that our common shares are held as capital assets within the meaning of section 1221 of the Code and does not address all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances. Your tax treatment may vary depending on your particular situation. In addition, this summary does not address the tax treatment of special classes of holders of our common shares, including, for example:

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banks and other financial institutions;

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insurance companies;

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regulated investment companies;

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REITs;

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pension plans, tax-exempt entities or persons holding our common shares in a tax-deferred or tax advantaged account (except to the extent specifically set forth below);

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“qualified foreign pension funds” or entities wholly owned by a qualified foreign pension fund;

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mutual funds;

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dealers in securities or currencies;

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traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

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persons whose functional currency is not the U.S. dollar;

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persons holding our common shares as part of a hedge or conversion transaction or as part of a “straddle” or a constructive sale;

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persons holding 10% or more (by vote or value) of our common shares;

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•

U.S. expatriates;

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persons subject to the alternative minimum tax;

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holders of our restricted shares or who otherwise acquired our common shares as compensation;

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partnerships or entities treated as partnerships for U.S. federal income tax purposes and investors therein, S corporations or other pass-through entities;

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non-U.S. holders (except to the extent specifically set forth below); and

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“controlled foreign corporations,” “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax, and in each case, shareholders of such corporations.

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If any partnership, or entity treated as a partnership for U.S. federal income tax purposes holds our common shares, the tax treatment of its partners generally will depend upon the status of the partner and the activities of the entity. If you are a partnership that holds our common shares, or a partner in such a partnership, you should consult your tax advisor regarding the tax consequences of the Plan of Sale and Liquidation.

For purposes of this section, a “U.S. holder” means a beneficial owner of our common shares that is, for U.S. federal income tax purposes a “United States person” within the meaning of section 7701(a)(30) of the Code:

•

an individual citizen or resident of the United States;

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•

a corporation, or other entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States or any state thereof, or the District of Columbia;

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•

a trust (i) the administration of which is subject to the primary supervision of a U.S. court and with respect to which one or more “United States persons” ​(as defined under the Code) have the authority to control all substantial decisions, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person; or

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an estate the income of which is subject to U.S. federal income taxation regardless of its source.

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As used in this section, a “non-U.S. holder” means a beneficial owner of our common shares that is not a U.S. holder or an entity treated as a partnership for U.S. federal income tax purposes.

THE U.S. FEDERAL INCOME TAX RULES APPLICABLE TO OUR LIQUIDATION, TO HOLDING AND DISPOSING OF OUR COMMON SHARES, AND TO RECEIVING AND HOLDING INTERESTS IN A LIQUIDATING TRUST OR A LIQUIDATING ENTITY ARE HIGHLY TECHNICAL AND COMPLEX. HOLDERS OF COMMON SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE LIQUIDATION, THE OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES AND THE RECEIPT AND OWNERSHIP OF INTERESTS IN A LIQUIDATING TRUST OR A LIQUIDATING ENTITY, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS, AND POTENTIAL CHANGES IN APPLICABLE TAX LAWS, IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Tax Consequences to the Company

We believe that we have qualified as a REIT under Sections 856 through 860 of the Code. If the Plan of Sale and Liquidation is approved by our shareholders, we expect to qualify as a REIT for our taxable year ending on December 31, 2025 and in 2026 until we transfer our remaining assets and liabilities to a liquidating trust, which we anticipate, but cannot be certain, will occur after all or most of our properties are sold. However, our ability to maintain our status as a REIT in 2026 and future taxable years is uncertain and will depend in part on the timing and nature of the sales of our remaining properties.

Assuming we are qualified as a REIT, we are generally entitled to receive a deduction for dividends paid. In addition, we are also generally permitted a deduction for dividends paid with respect to distributions

 

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pursuant to a plan of liquidation, including distributions to our shareholders of interests in a liquidating trust, provided that the plan of liquidation is completed within 24 months of its adoption. We anticipate that the Total Estimated Liquidating Distributions will exceed our taxable income recognized in each tax year following the adoption of the Plan of Sale and Liquidation within the meaning of the Code (which is effective upon approval by the shareholders of the Plan of Sale and Liquidation), and that our liquidation will be completed within 24 months of such adoption. In that case, assuming we are qualified as a REIT, we will generally not be subject to U.S. federal income tax on any gain or other income recognized following the adoption of the Plan of Sale and Liquidation, including any gain that we recognize upon a transfer of appreciated assets to a liquidating trust or the conversion to a Liquidating Entity and the receipt of interests in the liquidating trust or Liquidating Entity by our shareholders.

In order to maintain our status as a REIT, we must, among other things, continue to satisfy various qualification requirements pursuant to the Code, including requirements relating to the nature of our gross assets and income, the timing and amount of distributions and the composition of our shareholders. However, as a result of the liquidation or otherwise, circumstances may arise which could cause us to fail to qualify as a REIT in 2025 and future taxable years. In addition, the Board could cause the Company to revoke or otherwise terminate our REIT election at any time if the Board determines it to be in our best interest to change our investment policy in a manner that does not comply with the REIT qualification requirements. Should we lose our status as a REIT, we would be taxable as a corporation for U.S. federal income tax purposes. In that case, we would be subject to U.S. federal income taxes at the corporate rate for the taxable year in which our qualification as a REIT terminates, and in any subsequent years, with respect to our income from operations and from sales and distributions of appreciated assets in connection with our Plan of Sale and Liquidation, and without any tax deduction for dividends that we pay.

So long as we continue to qualify as a REIT, any net gain from “prohibited transactions” will be subject to a 100% tax. In general, “prohibited transactions” are dealer sales (i.e., inventory-like sales of property held primarily for sale to customers in the ordinary course of the Company’s business). We expect the asset sales made pursuant to the Plan of Sale and Liquidation may qualify for the prohibited transaction tax safe harbor or otherwise not be subject to such prohibited transactions tax.

The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% penalty tax. The principal requirements of the safe harbor are that: (i) the REIT must hold the applicable property for not less than two years for the production of rental income prior to its sale; (ii) the aggregate expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of sale which are includible in the basis of the property do not exceed 30% of the net selling price of the property; and (iii) property sales by the REIT during the particular tax year satisfy at least one of the following thresholds: (a) not more than seven sales during the year (treating the sale of multiple properties to the same buyer in a single transaction as a single sale for this purpose); (b) sales in the current year do not exceed 10% of the REIT’s assets as of the beginning of the year (as measured by either fair market value or tax basis); or (c) sales in the current year do not exceed 20% of the REIT’s assets as of the beginning of the year, and sales over a three-year period do not exceed, on average, 10% per annum of the REIT’s assets, in each case as measured by either fair market value or tax basis. However, if a particular transaction does not satisfy all of the requirements of the foregoing safe harbor, it will not necessarily be treated as a prohibited transaction. Rather, in that case, the determination as to whether it is considered to be a dealer sale, and therefore a prohibited transaction, will instead be based upon an analysis of all of the relevant facts and circumstances.

Whether an asset is property held primarily for sale to customers in the ordinary course of a trade or business is a highly factual determination. We expect the asset sales made pursuant to the Plan of Sale and Liquidation may either qualify for the safe harbor or otherwise not be subject to the prohibited transactions tax. There can be no assurance, however, that such sales will qualify for the safe harbor or the IRS will not successfully challenge the characterization of properties we hold for purposes of applying the prohibited transactions tax.

Tax Consequences to U.S. Holders of Our Common Shares

In connection with the Plan of Sale and Liquidation, U.S. holders may receive the Initial Special Distribution and the Additional Potential Special Distributions. The amount of the Initial Special

 

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Distribution will be applied first to reduce a U.S. holder’s tax basis in its common shares, but not below zero. A U.S. holder’s tax basis in its common shares will generally be equal to the U.S. holder’s cost of its shares, reduced by any prior distributions that were treated as reductions in basis rather than taxable dividends. To the extent that distributions pursuant to the Plan of Sale and Liquidation exceed a U.S. holder’s basis in its common shares, the excess will constitute taxable gain and be recognized in the year in which the distribution is received. If the Total Estimated Liquidating Distributions received by a U.S. holder is less than the tax basis of its shares, the U.S. holder will generally recognize a loss in the year in which the Additional Potential Special Distribution is received. If the Plan of Sale and Liquidation is not adopted, any distributions will generally be treated first as taxable dividends to the extent of the Company’s earnings and profits rather than tax-free liquidating distributions to the extent of a shareholder’s basis in their shares.

Gain or loss will be calculated separately for each block of shares, with a block consisting of shares acquired at the same cost in a single transaction. This gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the shares have been held for more than one year. Long-term capital gains of non-corporate U.S. holders may qualify for reduced U.S. federal income tax rates. Additionally, a 3.8% Medicare unearned contribution tax will apply to any gain recognized by individuals, trusts and estates whose income exceeds certain threshold levels. Capital gains of corporate U.S. holders generally are taxable at the regular tax rates applicable to corporations. The deductibility of a capital loss is subject to limitations under the Code.

The Total Estimated Liquidating Distributions made by us generally will not be unrelated business taxable income (“UBTI”) to a tax-exempt U.S. holder that does not hold its common shares as “debt-financed property” within the meaning of the Code. However, tax-exempt U.S. holders may recognize UBTI with respect to assets (if any) transferred to a liquidating trust or another form of liquidating entity treated as a pass-through for U.S. federal income tax purposes (a “Liquidating Entity”); see “— Tax Consequences of the Liquidating Trust” and “— Tax Consequences of the Liquidating Entity” below.

Tax Consequences to Non-U.S. Holders of Our Common Shares

The rules governing U.S. federal income taxation of non-U.S. holders are complex, and no attempt will be made in this proxy statement to provide more than a limited summary of such rules. A non-U.S. holder should consult with its own tax advisor to determine the impact of U.S. federal, state and local income tax laws with regard to the Plan of Sale and Liquidation and its receipt of the Total Estimated Liquidating Distributions. Accordingly, this discussion does not address all aspects of U.S. federal income taxation, nor state, local or non-U.S. tax consequences (including treaty benefits, if any, that may be available in certain instances), that may be relevant to a non-U.S. holder in light of its particular circumstances.

The discussion below assumes that a non-U.S. holder’s investment in our common shares is not effectively connected with a trade or business conducted in the United States by the non-U.S. holder, or, if an applicable tax treaty so provides, that its investment in our common shares is not attributable to a United States permanent establishment maintained by the non-U.S. holder. Also, special rules apply to a non-U.S. holder who is an individual who has been present in the United States for 183 days or more during the taxable year in which a liquidating distribution is made to such non-U.S. holder. We recommend that non-U.S. holders consult their own tax advisors to determine the U.S. federal, state, local and non-U.S. income and other tax consequences to them of the liquidation.

The IRS takes the position that, under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”), liquidating distributions by a REIT that are attributable to gain from the REIT’s sale or exchange of U.S. real property interests (FIRPTA distributions) generally are taxable to non-U.S. holders as if such gain were effectively connected with a U.S. trade or business. Non-U.S. holders thus generally would be taxed on FIRPTA distributions at the same capital gain rates applicable to U.S. holders. We generally will be required to withhold U.S. tax equal to 21% from any such FIRPTA distributions. The 21% tax withheld may be claimed by a non-U.S. holder as a credit against its reported U.S. federal income tax liability. In addition, corporate non-U.S. holders may be subject to a 30% branch profits tax on FIRPTA distributions made by us unless such non-U.S. holder is entitled to treaty relief or other exemption. However, FIRPTA distributions made by us generally would not be treated as effectively connected income for a non-U.S. holder if (i) the FIRPTA distribution is received with respect to shares that are regularly traded on an established securities market located in the United States and (ii) the non-U.S. shareholder has not

 

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owned more than 10% of our common shares at any time during the one-year period ending on the date of the distribution, in which case the Total Estimated Liquidating Distributions that are FIRPTA distributions are generally not subject to withholding taxes.

Generally, we will be required to report annually to the IRS the amount of FIRPTA distributions paid to a non-U.S. holder, such holder’s name and address, and the amount of U.S. tax withheld, if any. A non-U.S. holder may be entitled to a refund or credit against the holder’s U.S. federal income tax liability, if any, with respect to any amount withheld pursuant to FIRPTA, provided that the required information is furnished to the IRS on a timely basis. Non-U.S. holders should consult their tax advisor regarding withholding tax considerations.

Tax Consequences of the Termination of the Plan of Sale and Liquidation

Until we are dissolved, the Board may terminate the Plan of Sale and Liquidation without shareholder approval at the Board’s discretion to the extent permitted under applicable law and authorize us to seek to dispose of all our assets through a merger, business combination or similar transaction. If the Board were to terminate the Plan of Sale and Liquidation, liquidating distributions previously made to a holder could be recharacterized as distributions that are subject to tax under the provisions of the Code applicable to the shareholders of a REIT in the same manner as distributions on our common shares would be subject to tax absent approval of the Liquidation Proposal. Such liquidating distributions could also be recharacterized as a payment to such holder for the sale or exchange of its common shares in partial redemption of them. Whether sale or distribution treatment would apply to a holder would depend on such holder’s particular circumstances and various other factors and we cannot predict which would apply; however, regardless of which treatment would apply, each distribution likely would at least be partially taxable to holders, in which case holders may have to file amended returns and pay any additional taxes to the extent any are due.

Information Reporting and Backup Withholding

Backup withholding, currently at a rate of 24%, and information reporting may apply to distributions pursuant to the Plan of Sale and Liquidation. Backup withholding will not apply, however, to a holder who:

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in the case of a U.S. holder, furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on an IRS Form W-9 or successor form;

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in the case of a non-U.S. holder, furnishes an applicable IRS Form W-8 or successor form; or

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is otherwise exempt from backup withholding and complies with other applicable rules and certification requirements.

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Backup withholding is not an additional tax and any amount withheld under these rules may be credited against the holder’s U.S. federal income tax liability and may entitle the holder to a refund if required information is timely furnished to the IRS.

Withholding on Payments to Certain Foreign Entities

The Foreign Account Tax Compliance Act (“FATCA”) imposes a 30% withholding tax on certain types of payments made to “foreign financial institutions” and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification requirements are satisfied. As a general matter, FATCA imposes a 30% withholding tax on dividends in respect of our common shares if paid to a foreign entity unless either (i) the foreign entity is a “foreign financial institution” that undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) the foreign entity is not a “foreign financial institution” and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is excepted under FATCA. While withholding under FATCA would have applied to payments of gross proceeds from the sale or other disposition of our common shares received after December 31, 2018, proposed Treasury regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers may generally rely on these proposed Treasury regulations until final Treasury regulations are issued. An intergovernmental agreement between the United States and an applicable foreign country, or future United States Treasury regulations or other guidance, may modify these requirements.

 

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Holders are encouraged to consult with their tax advisors regarding the potential application and impact of FATCA and any intergovernmental agreement between the United States and their home jurisdiction in connection with FATCA compliance, with respect to dividends and Total Estimated Liquidating Distributions received from the Company.

Tax Consequences of the Liquidating Trust

The Board may at any time transfer our remaining assets and obligations to a liquidating trust if it determines that such a contribution is advisable. Upon a determination made by the Board, we may contribute our remaining assets and obligations to a liquidating trust no later than 24 months following the effective date of the Plan of Sale and Liquidation. While we cannot be certain of the timing, we anticipate transferring assets to a liquidating trust after we have sold most of our remaining properties and distributed substantially all of the proceeds from those sales. Consequently, while we cannot be certain, we anticipate transferring mostly cash to a liquidating trust in an amount sufficient to satisfy any remaining liabilities and the expenses of completing our liquidation. Under the Code, a trust will be treated as a liquidating trust if it is organized for the primary purpose of liquidating and distributing the assets transferred to it, and if its activities are all reasonably necessary to and consistent with the accomplishment of that purpose. However, if the liquidation is prolonged or if the liquidation purpose becomes so obscured by business activities that the declared purpose of the liquidation can be said to be lost or abandoned, it will no longer be considered a liquidating trust. Although neither the Code nor the Treasury regulations thereunder provide any specific guidance as to the length of time a liquidating trust may last, the IRS’s guidelines for issuing rulings with respect to liquidating trust status call for a term not to exceed three years, which period may be extended to cover the collection of installment obligations.

If we transfer assets to a liquidating trust and distribute interests in the liquidating trust to our shareholders, this will be treated for U.S. federal income tax purposes as if we distributed an interest in each of the assets so transferred directly to our shareholders. Accordingly, each holder will be treated as receiving a liquidating distribution from us equal to such holder’s share of the cash and the fair market value of the assets (less liabilities) transferred to the liquidating trust, and may recognize gain, and incur tax liability, if the cash and the fair market value of the non-cash assets (less liabilities) deemed distributed to that holder exceeds the holder’s basis in its shares, even though the holder may not receive a concurrent distribution of cash.

Assuming that the liquidating trust is treated as a “liquidating trust” for U.S. federal income tax purposes, the liquidating trust will be treated as a “grantor trust” for U.S. federal income tax purposes. Accordingly, each unit or interest in the liquidating trust will represent ownership of an undivided proportionate interest in all of the assets and liabilities of the liquidating trust and a holder will be treated for U.S. federal income tax purposes as receiving or paying directly a pro rata portion of all income, gain, loss, deduction and credit of the liquidating trust. A holder will be taxed each year on its share of revenues from the liquidating trust, net of such holder’s share of expenses of the liquidating trust (including interest and depreciation) whether or not the holder receives a distribution of cash from the liquidating trust that year. When the liquidating trust makes distributions to holders, the holders will recognize no additional gain or loss.

A holder’s tax basis in a unit of the liquidating trust (and indirectly in the pro rata portion of the net assets in the liquidating trust which are attributable to that unit) will be equal to the fair market value of a unit (and those net assets) on the date that it is distributed to the holder, which value will be determined by us and reported to the holders. The long-term or short-term character of any capital gain or loss recognized in connection with the sale of the liquidating trust’s assets will be determined based upon a holding period commencing at the time of the acquisition by a holder of such holder’s beneficial interest in the liquidating trust.

The trustee or trustees of the liquidating trust will provide to each holder of units in the liquidating trust after each year end a detailed itemized statement that reports on a per unit basis the holder’s allocable share of all the various categories of revenue and expense of the liquidating trust for the year. Each holder must report such items on its own U.S. federal income tax return regardless of whether the liquidating trust makes concurrent cash distributions.

 

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If the liquidating trust fails to qualify as a liquidating trust for U.S. federal income tax purposes, the consequences to holders will depend on the reason for the failure to qualify, and, under certain circumstances, the liquidating trust could be treated as an association taxable as a corporation for U.S. federal income tax purposes, rather than as a trust. If the liquidating trust is taxable as a corporation, the trust itself will be subject to federal income tax at the applicable corporate income tax rate, which is currently 21%. In that case, distributions made by the trust would be reduced by this additional level of tax, and a holder would be subject to tax upon the receipt of distributions that constitute dividends from the trust rather than taking into account its share of the trust’s taxable items on an annual basis. We intend to take all available steps to cause the liquidating trust to qualify for treatment as a liquidating trust for U.S. federal income tax purposes.

Because holders would be treated as owning their respective shares of the liquidating trust’s assets, they would be treated as directly engaging in the operations of the liquidating trust. As such, tax-exempt U.S. holders holding interests in the liquidating trust may realize UBTI with respect to the trust’s operations, and non-U.S. holders may be considered to derive income that is effectively connected with a U.S. trade or business. In that event, non-U.S. holders would be subject to U.S. federal income tax and, for corporate non-U.S. holders, branch profits tax. The liquidating trust may withhold tax on Total Estimated Liquidating Distributions made to non-U.S. holders. Any withheld tax will be creditable against the non-U.S. holder’s U.S. federal income tax liability. Tax-exempt U.S. shareholders and non-U.S. shareholders should consult their own tax advisors regarding the U.S. federal income tax consequences that would apply to them if we were to transfer assets to a liquidating trust.

Tax Consequences of the Liquidating Entity

Pursuant to the Plan of Sale and Liquidation, the Board may at any time, as an alternative to the liquidating trust, convert the Company into a Liquidating Entity if it determines that such a conversion is advisable. If the Liquidating Entity is organized as a trust, the trust would be required to satisfy the requirements of a “liquidating trust” for U.S. federal income tax purposes as described above in “— Tax Consequences of the Liquidating Trust.” The following discussion assumes that the Liquidating Entity is organized as a limited liability company, partnership or limited partnership that is treated as a partnership for U.S. federal income tax purposes.

Under the Code, the conversion to a Liquidating Entity should be treated as a deemed taxable liquidation of the Company under section 331 of the Code and distribution of all of our assets and liabilities to our shareholders, immediately followed by a deemed contribution by our shareholders of our assets and liabilities to a newly formed partnership in exchange for equity in the partnership in a tax-free transaction under section 721 of the Code. Accordingly, each holder may recognize gain, and incur tax liability, if the cash and the fair market value of the non-cash assets (less liabilities) deemed distributed to that holder exceeds the holder’s basis in its shares, even though the holder may not receive a concurrent distribution of cash. The deemed receipt of our assets in a deemed taxable liquidation is expected to be treated in the same manner as the receipt of Total Estimated Liquidating Distributions, as described above in “Material U.S. Federal Income Tax Consequences — Tax Consequences to U.S. Holders of Our Common Shares” and “Material U.S. Federal Income Tax Consequences — Tax Consequences to Non-U.S. Holders of Our Common Shares.”

The Liquidating Entity is expected to be treated as a partnership for U.S. federal income tax purposes, and due to the expected imposition of certain transfer restrictions on the holders of its interests, the Liquidating Entity is not expected to be a “publicly traded partnership” for U.S. federal income tax purposes. As a result, the Liquidating Entity generally is not itself expected to be subject to U.S. federal income tax, but each holder will be required to take into account its allocable share of the Liquidating Entity’s items of income, gain, loss, deduction and/or credit for the taxable year of the Liquidating Entity ending within or with the taxable year of the holder, without regard to whether such holder has received or will receive corresponding distributions from the Liquidating Entity. Each item generally will have the same character and source as though the holder realized the item directly. A holder’s tax basis in its interests in the Liquidating Entity will be equal to the fair market value of such interest on the date that it is distributed to the holder. A holder’s ability to use its share of the Liquidating Entity’s losses and to deduct its share of the Liquidating Entity’s expenses is subject to certain limitations.

 

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If a holder receives a cash distribution (or deemed cash distribution) in an amount that exceeds such holder’s adjusted tax basis in its interest in the Liquidating Entity, such holder would be required to recognize, for U.S. federal income tax purposes, gain to the extent of that excess. Such amount would generally be treated as gain from the sale or exchange of its interest in the Liquidating Entity.

The Liquidating Entity expects to file annually a U.S. federal income tax information return on IRS Form 1065 and will provide an IRS Schedule K-1 (or equivalent) to holders as soon as practicable following the end of each fiscal year. For any given year, the Liquidating Entity may be unable to provide this information to its holders prior to the due date for the filing of tax returns with respect to that year. Each holder will be responsible for the preparation and filing of such holder’s own income tax returns, and each holder should be prepared to obtain extensions of the filing date for its income tax returns at the U.S. federal, state and local levels.

The Liquidating Entity may be subject, or required, to withhold and pay over any U.S. or non-U.S. withholding taxes (including interest and penalties thereon) directly or indirectly imposed with respect to any holder or other taxes imposed on the Liquidating Entity (including pursuant to a Liquidating Entity-level audit). Without limiting the foregoing, if a non-U.S. holder receives a distribution that exceeds such holder’s adjusted tax basis in its interest in the Liquidating Entity, such holder generally will be subject to a 10% U.S. withholding tax on such excess (subject to certain exceptions). The amount of any withholding or other taxes withheld will be deemed distributed to the relevant holder and deemed paid by that holder to the relevant taxing jurisdiction. Due to the complexity of the application of withholding tax rules, holders may be subject to under-withholding or over-withholding.

Under the Code, adjustments in tax liability with respect to the Liquidating Entity’s items generally will be made at the Liquidating Entity-level in a partnership proceeding which the Liquidating Entity’s “partnership representative” will control, rather than by individual audits of the holders. Any audit adjustment that results in additional tax (including interest and penalties thereon) generally will be assessed and collected at the Liquidating Entity-level in the taxable year of adjustment unless the Liquidating Entity makes an election to issue adjusted tax information to those persons that were holders in the taxable year subject to audit. In general, the Liquidating Entity may enter into a settlement agreement with the IRS on behalf of, and binding upon, the holders. It is possible that holders will be directly subject to audit of Liquidating Entity items, or that a Liquidating Entity-level audit will result in an audit of the holder’s own returns, which may give rise to additional taxation on a current or retroactive basis. The general partner of the Liquidating Entity may be authorized to make, on behalf of the Liquidating Entity, all tax determinations and elections in its discretion.

Tax-exempt U.S. holders holding interests in the Liquidating Entity may realize UBTI with respect to the Liquidating Entity’s operations, and non-U.S. holders may be considered to derive income that is effectively connected with a U.S. trade or business. In that event, non-U.S. holders would be subject to U.S. federal income tax and, for corporate non-U.S. holders, branch profits tax. Accordingly, the Liquidating Entity is expected to withhold tax of up to 37% on the Total Estimated Liquidating Distributions made to non-U.S. holders. Any tax withheld will be creditable against the non-U.S. holder’s U.S. federal income tax liability. Tax-exempt U.S. holders and non-U.S. holders should consult their own tax advisors regarding the U.S. federal income tax consequences that would apply to them if we were to convert into a Liquidating Entity.

Upon a U.S. holder’s subsequent sale, exchange or other taxable disposition of interests in the Liquidating Entity, the U.S. holder should recognize gain or loss in an amount equal to the difference between the amount realized and its adjusted tax basis in the transferred interests. The amount realized will generally include the U.S. holder’s share of the Liquidating Entity’s liabilities outstanding at the time of the disposition. Gain or loss will generally be treated as capital gain or loss to the extent a sale of assets by the Liquidating Entity would qualify for such treatment. Capital gain will be long-term capital gain if at the time of the sale, exchange or other disposition the U.S. holder held its interests in the Liquidating Entity for more than one year. Long-term capital gains of an individual taxpayer generally are taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.

Upon a non-U.S. holder’s subsequent sale, exchange or other taxable disposition of interests in the Liquidating Entity, such non-U.S. holder’s gain or loss would generally be treated as income that is effectively

 

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connected with a U.S. trade or business and subject to U.S. federal income tax. Further, the purchaser of an interest in the Liquidating Entity is required to withhold (subject to certain exceptions) 10% of the amount realized (which generally includes the non-U.S. holder’s share of the Liquidating Entity’s liabilities at the time of the disposition) by a non-U.S. holder in connection with the disposition of an interest in the Liquidating Entity, or (subject to certain exceptions) 15% in the case of certain amounts relating to any “United States real property interest” under FIRPTA.

State and Local Tax

Holders may be required to file income tax returns in states or localities in which a liquidating trust or Liquidating Entity owns properties. The state or local tax treatment may differ from the U.S. federal income tax treatment described above. Each holder should consult its tax advisors regarding state and local tax consequences of owning units in a liquidating trust or interests in a Liquidating Entity.

THE FOREGOING DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSIDERATIONS RELATING TO THE PLAN OF SALE AND LIQUIDATION AND TO DISTRIBUTIONS MADE PURSUANT TO THE PLAN OF SALE AND LIQUIDATION, AND IS NOT TAX ADVICE. THEREFORE, HOLDERS OF OUR COMMON SHARES ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OWNERSHIP OF OUR COMMON SHARES AND OF THE ADOPTION AND IMPLEMENTATION OF THE PLAN OF SALE AND LIQUIDATION, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.

Interests of Our Trustees and Executive Officers

In considering the Board’s recommendation that shareholders vote “FOR” approval of the proposals to be voted on at the Special Meeting, shareholders should be aware that our trustees and executive officers have interests, including financial interests, in the Proposed Transactions that may be different from, or in addition to, those of our shareholders generally. These interests may create potential conflicts of interest. The Board was aware of these interests and considered them, among other matters, in reaching their respective decisions to approve the Purchase Agreement and the Plan of Sale and Liquidation.

Our executive officers, for purposes of the discussion below are Paul T. McDermott (President and Chief Executive Officer), Steven M. Freishtat (Executive Vice President and Chief Financial Officer), Tiffany M. Butcher (Executive Vice President and Chief Operating Officer), Susan L. Gerock (Senior Vice President and Chief Information Officer), and W. Drew Hammond (Senior Vice President, Chief Administrative Officer and Treasurer), and our non-employee trustees are Jennifer S. Banner, Benjamin S. Butcher, Susan Carras, Ellen M. Goitia, Thomas H. Nolan, Jr., Ron D. Sturzenegger, and Vice Adm. Anthony L. Winns (RET.).

Treatment of Common Shares and Restricted Share Units

All of our executive officers hold common shares (including restricted common shares) and certain of executive officers hold RSUs. Additionally, certain of our trustees hold common shares and certain of our trustees who have elected to participate in the Trustee Deferred Compensation Plan (as more fully described below) hold RSUs.

Our trustees and executive officers who hold common shares (including restricted common shares) and RSUs will participate in the Initial Special Distribution and Additional Potential Special Distributions to the extent they continue to hold their equity in the Company on the applicable record dates, in the same manner as all holders of our common shares.

The following table summarizes the outstanding common shares (including restricted common shares) and RSUs held by our executive officers and trustees as of August 15, 2025. The amounts in the following table do not represent new entitlements. The following table also sets forth the estimated cash distributions that each of our executive officers and trustees would be entitled to receive in respect of their outstanding equity in the Company based on an assumed per common share distribution amount from the Portfolio Sale

 

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Transaction and the Liquidation Proposal of $17.86, which is the midpoint of the estimated range of Total Estimated Liquidating Distributions, as discussed below in “The Plan of Sale and Liquidation — Amount and Timing of Distributions to our Shareholders as a Result of the Liquidation” beginning on page 105.

(1)

Includes common shares issuable upon termination of Board service pursuant to vested RSUs as follows: Ms. Banner, 31,135; Mr. Butcher, 93,570; Ms. Carras, 9,558; Mr. Nolan, 54,910; Mr. Sturzenegger, 1,494; Mr. Winns, 70,252; and all trustees as a group, 260,919. Includes restricted common shares and RSUs as follows: Ms. Butcher, 43,199; Mr. Freishtat, 25,110; Ms. Gerock, 23,476; Mr. Hammond, 19,005 and Mr. McDermott, 207,872; and all executive officers as a group, 318,662.

​

Trustee Deferred Compensation Plan

Our trustees may elect to participate in the Trustee Deferred Compensation Plan, which is a non-tax qualified deferred compensation plan in which non-employee trustees may elect to defer a percentage or dollar amount of their cash compensation and/or all of their share compensation. Cash compensation deferred is credited with interest equivalent to the weighted average interest rate on the Company’s fixed-rate bonds as of December 31 of each respective calendar year. A non-employee trustee may alternatively elect to designate that all of his or her annual board retainer and/or all of his or her share compensation be converted into RSUs at the market price of common shares as of the end of the applicable quarter. The RSUs are credited with an amount equal to the corresponding dividends paid on the Company’s common shares.

A change in control is not a payment event under the Trustee Deferred Compensation Plan. Payment will not commence until termination of a trustee’s Board service unless the Board approves the termination of the plan and payout of account balances under the plan following the closing of the Portfolio Sale Transaction in reliance on the plan termination rules under Section 409A of the Code.

Prorated Payment under Amended and Restated Executive Officer Short-Term Incentive Plan

The executive officers participate in the Company’s Amended and Restated Executive Officer Short-Term Incentive Plan (the “STIP”), an annual cash-based bonus plan. Pursuant to the terms of the STIP, upon a change of control, the performance goals under the STIP will be prorated based on number of days in the performance period through the date of the change in control relative to the full performance period, and the executive will receive a prorated award based on the actual levels of achievement of the prorated performance goals as of the date of the change in control. Pursuant to the terms of the STIP, the closing of Portfolio Sale Transaction will constitute a change in control under the STIP.

 

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Acceleration of Vesting under Amended and Restated Executive Officer Long-Term Incentive Plan

The executive officers participate in the Company’s Amended and Restated Executive Officer Long-Term Incentive Plan (the “LTIP”). Under the LTIP, executive officers are provided the opportunity to earn awards based on (i) the achievement of performance measures, which are established for each performance period, and (ii) continued employment with the Company. Outstanding awards under the LTIP consist of both time-based vesting equity and performance-based vesting equity. Elme’s outstanding time-based restricted common shares under the LTIP are granted at the beginning of the performance period and are subject to a three-year vesting schedule, with the restricted common shares vesting in one-third increments on each December 15 of the applicable performance period if the participant remains employed by the Company on each of such dates. Elme’s outstanding performance-based awards are based on relative total shareholder return performance, measured over the applicable three-year performance period against (a) a selected constituents of the FTSE Nareit Residential Index that have equity market capitalization over $0.5 billion and under $15 billion as of December 31, 2024 (60% weighting) and (b) a peer group of companies selected by the Compensation Committee of the Board (40% weighting), after consultation with its independent compensation consultant, at the beginning of the performance period.

Pursuant to the LTIP, upon a change in control, all time-based vesting restricted common shares which are unvested will become vested, and executive officers will receive fully-vested shareholder return measure-based awards calculated based on actual levels of achievement of the applicable shareholder return measures as of the date of the change in control, which award will not be prorated based on the period of employment during the performance period. Pursuant to the terms of the LTIP, the closing of the Portfolio Sale Transaction will constitute a change in control under the LTIP.

Accelerations of Vesting under Non-Executive Officer Long-Term Incentive Plan

Certain of our executives, Mr. Freishtat and Mr. Hammond, previously participated in the Amended and Restated Long-Term Incentive Plan (for Non-Executive Officers and Staff) (the “Non-officer LTIP”), prior to their promotions in 2023. Pursuant to the Non-officer LTIP, both were granted RSUs for the one-year performance period that began on January 1, 2022. Such RSUs vest annually in one-third increments, commencing on December 15, 2023. The closing of the Portfolio Sale Transaction will constitute a change of control under the Non-officer LTIP and any unvested RSUs held by Messrs. Freishtat and Hammond will become vested.

CEO Restricted Share Grant

Mr. McDermott was granted 100,000 shares of restricted stock in the Company on September 29, 2022, in recognition of Elme’s successful completion of its transformative transactions, which, subject to certain limited exceptions, were originally scheduled to cliff vest on September 29, 2027, subject to Mr. McDermott’s continued service until such date of vesting. Upon a change of control, Mr. McDermott’s restricted share grant becomes fully vested. Pursuant to the terms of Mr. McDermott’s grant, the closing of the Portfolio Sale Transaction will constitute a change in control under Mr. McDermott’s restricted share grant.

COO Restricted Share Grant

Pursuant to Ms. Butcher’s offer letter to join the Company, Ms. Butcher was awarded $99,995 in restricted shares, granted under the Amended and Restated 2016 Omnibus Incentive Plan, on July 10, 2023, her first date of employment. These 6,064 restricted shares vest in three equal installments over a three-year period, on the first three anniversaries of the grant date. Upon a change of control, Ms. Butcher’s remaining unvested 2,021 restricted shares become fully vested. Pursuant to the terms of Ms. Butcher’s grant, the closing of the Portfolio Sale Transaction will constitute a change in control under Ms. Butcher’s restricted share grant.

Severance Entitlements

Our executive officers are parties to change in control agreements (collectively, the “CIC Agreements”) with the Company pursuant to which heightened severance benefits are payable in the event of an executive officer’s involuntary termination of employment in connection with a change in control of the Company.

 

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The CIC Agreements provide that if an executive officer is involuntarily terminated not for cause within the period commencing 90 days prior to and ending 24 months after (36 months for Mr. McDermott) a change in control, the executive officer will be entitled to the following, subject to their execution of a release of claims against the Company:

•

In the case of Mr. McDermott and Ms. Gerock, base salary continuation at the rate in effect as of the termination date (in installments) for 36 months for Mr. McDermott and 24 months for Ms. Gerock;

​

•

In the case of Mr. McDermott and Ms. Gerock, payment of an annual bonus for each calendar year or partial calendar year in which such executive officer receives salary continuation in an amount equal to the average annual STIP compensation received by such executive officer during the three years prior to the involuntary termination;

​

•

In the case of Messrs. Freishtat and Hammond and Ms. Butcher, a lump sum payment of two times base salary at the rate in effect as of the termination date, plus a lump sum payment equal to two times the greater of (i) the average annual STIP compensation the executive officer receives during the three years prior to the involuntary termination and (ii) the target STIP amount for the year of termination;

​

•

In the case of all executive officers, payment by the Company of the full cost of COBRA continuation coverage for the period of time in which salary continuation pursuant to the CIC Agreement is paid, up to a maximum of 18 months or until the executive officer obtains other comparable coverage, whichever is sooner; and

​

•

Immediate vesting in any then-unvested share grants granted to the executive officer under Amended and Restated 2016 Omnibus Incentive Plan and immediate vesting in the deferred compensation plans.

​

An involuntary termination, as defined in each of the CIC Agreements, includes, on or after the date on which a change in control occurs, (i) a termination not for cause and (ii) a resignation as a result of an executive officer’s material diminution in duties responsibilities or compensation, provided the executive officer gives notice to the Company within thirty (30) days of such diminution. For purposes of the CIC Agreements, “cause” includes (a) commission of a felony or crime of moral turpitude, (b) illegal, dishonest, fraudulent or disloyal conduct by the executive in the course of their duties, (c) breach of any fiduciary duty owed to the Company, and (d) gross neglect of duty or poor performance which is not cured by the executive to the reasonable satisfaction of the Company within thirty (30) days of executive’s receipt of written notice from the Company of said gross neglect or poor performance.

Pursuant to the CIC Agreements, a “best-net” cutback provision will be applied if any payment made to the applicable executive officer in connection with a change in control of the Company, including any payment under the applicable CIC Agreement, would result in an excise tax imposed by Section 4999 of the Code, meaning that the executive officer will either: (i) receive all the payments and benefits to which he or she is entitled, subject to the excise tax; or (ii) have such payments and benefits reduced by the minimum amount necessary so that the excise tax would not apply, if such reduction would result in a greater net after-tax benefit to the executive officer.

Pursuant to the terms of the CIC Agreements, shareholder approval of the Liquidation Proposal will constitute a change in control under the CIC Agreements but payment will not be received by an executive officer unless and until they are involuntarily terminated from the Company.

While no action has been taken to date, we currently anticipate that the Compensation Committee, at the appropriate time, and in accordance with Section 409A, will cause any then-remaining severance payments payable to Mr. McDermott and Ms. Gerock to be made in a lump sum in lieu of installment payments.

Supplemental Executive Retirement Plan

The executive officers participate in the Company’s Supplemental Executive Retirement Plan (the “SERP”), pursuant to which the Company makes contributions to the SERP on behalf of executive officers

 

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ranging from 12.6% to 17% of their base salary, with the exact contribution percentage based on the participant’s current age and service. Participants become unconditionally vested in their accrued benefit under the SERP upon a change in control. Pursuant to the terms of the SERP, shareholder approval of the Liquidation Proposal will constitute a change in control under the SERP.

Participants generally become “conditionally vested” in their accrued benefit under the SERP after attainment of age 55 and twenty years of continuous employment with the Company or upon the tenth anniversary of their participation in the SERP (subject to not engaging in prohibited competitive activities during a two-year restriction period). Mr. McDermott became conditionally vested in his SERP benefits in 2023 following the tenth anniversary of his participation in the SERP.

Participants generally become “unconditionally vested” in their accrued benefit under the SERP upon attainment of age 65, death, total and permanent disability, involuntary termination not for cause or a change in control. All the executive officers will become unconditionally vested in their SERP benefits upon shareholder approval of the Liquidation Proposal; however, payment will not commence until termination of employment unless the Board approves the termination and payout of the SERP following the closing of the Portfolio Sale Transaction in reliance on the plan termination rules under Section 409A of the Code. While no action has been taken to date, we currently anticipate that the Board will approve the termination and payout of the SERP following the closing of the Portfolio Sale Transaction in reliance on the plan termination rules under Section 409A of the Code.

General

Other than as discussed in this section and the section titled, “— Golden Parachute Compensation,” beginning on page 83, no executive officer is entitled to any additional amounts or benefits as a result of the Proposed Transactions pursuant to existing contractual obligations.

The compensation arrangements and benefits discussed above, as well as in the Company’s most recent proxy statement, are not necessarily indicative of how the Company’s executive officers would be compensated in the future if the Liquidation Proposal is approved by our shareholders. The Compensation Committee of the Board expects to review, evaluate and make appropriate modifications to the incentive compensation framework for executive officers to more closely align incentives around timely completion of the wind-down and liquidation of the Company, including the sale of Remaining Company Assets, and efforts to maximize the aggregate amount of Additional Potential Special Distributions to shareholders consistent with the estimates and assumptions reflected in the estimated range of Additional Potential Special Distributions described under “The Plan of Sale and Liquidation — Amount and Timing of Distributions to our Shareholders as a Result of the Liquidation,” and the Company’s overall compensation program, including incentive compensation, following effectiveness of the Plan of Sale and Liquidation could vary significantly from the Company’s historical practices.

Golden Parachute Compensation

As required by Item 402(t) of Regulation S-K, the following table sets forth, for our named executive officers, compensation that may be triggered by the closing of the Proposed Transactions. Our named executive officers are: Paul T. McDermott (President and Chief Executive Officer), Tiffany M. Butcher (Executive Vice President and Chief Operating Officer), Steven M. Freishtat (Executive Vice President and Chief Financial Officer), Susan L. Gerock (Senior Vice President and Chief Information Officer) and W. Drew Hammond (Senior Vice President, Chief Administrative Officer and Treasurer).

Under certain of the Company’s benefits arrangements, the closing of the Portfolio Sale Transaction constitutes a change in control. In addition, under certain of the Company’s benefits arrangements, the earlier shareholder approval of the Liquidation Proposal is also a change in control. The following table includes payments that would become payable upon a change in control of the Company (known as “single-trigger” payments) and payments that may become payable to or realized by such individuals following certain termination of employment events that occur following the closing of such change in control transactions (known as “double-trigger” payments).

The estimated potential payments in the table below are based on: (i) an assumed per common share distribution amount from the Proposed Transactions of $17.86, which is the midpoint of the estimated

 

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range of Total Estimated Liquidating Distributions, as discussed in “The Plan of Sale and Liquidation — Amount and Timing of Distributions to our Shareholders as a Result of the Liquidation,” (ii) the assumption that the Portfolio Sale Proposal and the Liquidation Proposal are approved by our shareholders, (iii) an assumed closing date of the Portfolio Sale Transaction of August 15, 2025 (which is the assumed date of the closing of the Portfolio Sale Transaction solely for purposes of this compensation disclosure), (iv) the assumption that the employment of each of our named executive officers will be “involuntarily terminated,” as defined in each named executive officer’s CIC Agreement, and (v) the assumption that each named executive officer’s base salary, STIP award and LTIP awards are those that are in effect on August 15, 2025. The amounts included in the table below do not include amounts otherwise due and owing to each applicable named executive officer, such as salary, or payments or benefits generally available to all salaried employees of the Company.

All of the assumptions described above are being made solely for purposes of this disclosure and the calculations set forth below. Depending on when and if the Proposed Transactions occur, the timing of when the named executive officers would become entitled to the single-trigger payments or have the right to double-trigger payments will change. Since the timing of the Proposed Transactions is unknown at this time, information in the table below is illustrative and represents an estimate based on the timing and other assumptions described above. As a result, the actual amounts to be received by an executive officer in connection with or following the Proposed Transactions and his or her termination of employment may materially differ from the amounts set forth below. All dollar amounts have been rounded to the nearest whole dollar. The amounts in the following tables do not reflect any reduction in payments pursuant to the best-net reduction provision described above.

(1)

As detailed in this footnote, certain amounts included in the “Cash” column of the table above and separately identified in the table below represent the cash severance that may be received by a named executive officer from the Company in connection with their involuntary termination of employment in connection with a change in control of the Company. These cash severance amounts are “double trigger” payments and have been described in “— Severance Entitlements” above. The cash severance amounts are paid in a lump sum for Messrs. Hammond and Freishtat and Ms. Butcher and in installments over three years for Mr. McDermott and two years for Ms. Gerock. In addition, this column includes an estimate of each executive officer’s single-trigger prorated STIP award payable in a lump sum by the Company calculated based on the actual levels of achievement of the prorated performance goals as of the date of the closing of the Portfolio Sale Transaction, as further described in “— Prorated Payment under Amended and Restated Executive Officer Short-Term Incentive Plan.” In the absence of a change in control, the named executive officers would have received a STIP award based on the achievement of non-prorated performance goals for the entire calendar year.

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