First Real Estate Investment Trust of New Jersey Liquidation: $3.20 Declared, $24.44 to $30.03 Estimated
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Quick Answer
First Real Estate Investment Trust of New Jersey, Inc. (OTC Pink: FREVS, SEC CIK 36840) is liquidating, and stockholders approved it. At a special meeting on September 29, 2026, 5,085,293 shares voted for, 6,503 against and 22,260 abstained. The next day the board declared an initial liquidating distribution of $3.20 a share, payable October 29, 2026 to holders of record October 14, 2026. The company estimates total liquidating distributions of $24.44 to $30.03 a share, including that $3.20. Its last SEC filing as of November 10, 2026 is the September 30 8-K. The only official share prices we found are $15.25 (May 13, 2026, the day before the plan was announced) and $12.62 (March 12, 2026). We found no filing that confirms the October 29 payment was made.
Key Takeaways
- The vote is done. The plan needed a majority of all votes entitled to be cast. With 7,482,432 shares outstanding on the July 31, 2026 record date, the 5,085,293 votes for equal about 68% (our arithmetic), the same figure the company gave in its press release.
- The range is the company's estimate, not a promise. The proxy says the company estimates distributions “will range from $24.44 to $30.03 per share.” The September 30 press release repeats that range and says it includes the $3.20. It then states the remaining payouts as $20.95 to $28.68, which does not match $24.44 minus $3.20 ($21.24) or $30.03 minus $3.20 ($26.83), our arithmetic. We could not reconcile the two in any filing.
- One property is sold and one is under contract. Franklin Crossing (Franklin Lakes, NJ) closed on July 8, 2026 for $27.0 million with about $25.4 million of net proceeds. Westwood Plaza (Westwood, NJ) is under contract for $28.8 million; the buyer's refundable due diligence period ended September 23, 2026, and no filing through September 30 says whether it went ahead.
- Debt is the big deduction. The proxy projects $341.0 million of gross asset value, $120.2 million of mortgage debt and $20.1 million of net liquidation expenses, leaving $200.7 million, or $26.83 a share. At July 31, 2026 mortgages payable were $114.8 million.
- This is the second liquidation plan. In 2020 holders also approved a plan (4,707,882 votes for), but it never took effect because the apartment sale it depended on was terminated on April 30, 2020.
- Not Maryland and not Fundrise. FREIT is incorporated in Maryland, but the properties are in New Jersey and one in Middletown, New York. It is also unrelated to the Fundrise Equity REIT that some filers shorten to “FREIT.”
CSV · 97 rows
FREIT 2026: plan of liquidation, vote, distributions, estimate components, property sales, debt, incentives and tax rules
97 rows from the definitive proxy statement, the July 31, 2026 10-Q and the 2026 and 2020 8-Ks, one SEC accession number on every row.
What the plan says
The board approved the Plan of Voluntary Liquidation unanimously on May 12, 2026 (8-K, accession 0001174947-26-000600). It calls for complete liquidation and dissolution under sections 331, 336 and 346(a) of the Internal Revenue Code and Maryland law. Once effective, the company may sell all remaining assets without another stockholder vote. The board may also move what is left into a liquidating trust and make the final distribution as in-kind interests in that trust.
The record date was July 31, 2026 and the meeting was held September 29, 2026 at 10 a.m. in Hasbrouck Heights, New Jersey. A second proposal, to adjourn if votes fell short, passed (4,871,887 for) but was not needed.
| Item | Figure | Source |
|---|---|---|
| Votes for the plan | 5,085,293 | 8-K, Sept 30, 2026 (0001174947-26-000906) |
| Votes against / abstentions | 6,503 / 22,260 | Same 8-K |
| Broker non-votes | 0 | Same 8-K |
| Shares outstanding, July 31, 2026 | 7,482,432 | DEFM14A (0002077096-26-000233) |
| Votes for as share of outstanding (our arithmetic) | about 68% | Company press release says approximately 68.0% |
| Shares held by officers and directors | 1,568,979 | DEFM14A |
The estimate, line by line
The proxy builds the estimate from projections prepared in April 2026. The auditor has not reviewed them, and the proxy says so.
| Projected line (April 2026) | Amount | Note |
|---|---|---|
| Gross value of properties and other assets | $341,038 thousand | 5.63% blended capitalization rate where no contract exists; actual prices where one does |
| Mortgage debt | ($120,249 thousand) | Balance was $114,840 thousand on July 31, 2026 |
| Estimated net liquidation expenses | ($20,060 thousand) | Label used in the proxy |
| Net asset value | $200,729 thousand | |
| Per share | $26.83 | Inside the $24.44 to $30.03 range |
Jones Lang LaSalle Securities, the board's adviser, gave an opinion that the estimated range is reasonable from a financial point of view. Its own two methods implied $24.61 to $31.18 a share (direct capitalization, gross value $287 million to $338 million) and $26.30 to $32.23 (comparable sales, $300 million to $346 million). The opinion is not a recommendation on how to vote or act.
The key assumption sits in the risk factors: the company assumed it could find buyers for all assets “at amounts equal to or in excess of the low end of our estimated range of values for each asset.” A missed sale, a lower price, tenant defaults or unknown liabilities would delay or reduce payouts.
Price against the estimate
The only share prices in the filings are old. The press release that announced the plan gave a closing price of $15.25 on May 13, 2026. The July 31, 2026 10-Q gives $12.62 on March 12, 2026. We found no official closing price after the vote and do not quote a current one: FREVS trades over the counter and any figure we cite would need its own source and date.
Worked example (our arithmetic): 1,000 shares at $15.25 were worth $15,250 on May 13, 2026. At the company's range, the same 1,000 shares would receive $24,440 to $30,030 in total over time, of which $3,200 is the declared first payment. That is a gap on paper between a price and an estimate, not a forecast of what anyone will receive.
Distributions: what is declared and what is not
| Date | Per share | What it is |
|---|---|---|
| April 9, 2026 (paid June 12) | $0.10 | Second quarter regular dividend (8-K 0001174947-26-000475) |
| July 16, 2026 (paid September 14) | $0.10 | Third quarter regular dividend (8-K 0001174947-26-000690) |
| September 30, 2026 (record October 14, payable October 29) | $3.20 | Initial liquidating distribution (8-K 0001174947-26-000906) |
| Still to come | company says $20.95 to $28.68 | Press release figure; does not reconcile with the total range (see above) |
The press release says the stock transfer books “will remain open,” so shares keep trading and the right to later distributions goes with the shares. The proxy adds that if a liquidating trust is set up, its interests are not transferable except by will, intestate succession or operation of law. We found no filing confirming the October 29 payment; the next 10-K or a new 8-K should.
What has been sold and what is left
| Asset | Status | Price or detail |
|---|---|---|
| Franklin Crossing, Franklin Lakes, NJ | Sold July 8, 2026 | $27,000,000; net proceeds about $25.4 million; net gain about $19.5 million (8-K) or $19.8 million (10-Q) |
| Westwood Plaza, Westwood, NJ | Under contract | $28,800,000; deposit $1.2 million; due diligence ended September 23, 2026; outside date August 15, 2027 |
| The Pierre (65% owned), Station Place, Boulders at Rockaway, Steuben Arms, Berdan Court, The Regency Club | Unsold as of the last filing | Residential, New Jersey and Middletown, New York |
| Westwood Hills Apartments (40% owned) | Unsold | 210 units; mortgage refinanced August 31, 2026 at $25.0 million, 6.28% |
| Glen Rock Retail Stores, Bank Branch (Rockaway), Preakness Shopping Center (40% owned via Wayne PSC) | Unsold | Commercial |
| Vacant land: 4.27 acres Franklin Lakes, 2.1 acres Wayne, 1.0 acre Rockaway | Unsold | Listed in the proxy |
The proxy lists seven residential properties; the 10-Q segment note counts six. We could not tell from the filings which is right and show the proxy's list. Both Franklin Crossing and Westwood Plaza are sold to affiliates of Regency Centers Corporation. If the Westwood Plaza buyer takes the second due diligence period, it pays $50,000 a month for up to nine months, non-refundable and not credited to the price.
Debt at July 31, 2026
| Mortgage secured by | Balance (thousands) | Rate | Maturity |
|---|---|---|---|
| Berdan Court, Wayne, NJ | $27,771 | 3.54% | September 1, 2029 |
| Westwood Hills, Westwood, NJ | $24,541 | 6.05% | September 1, 2026 (refinanced August 31, 2026) |
| Preakness S/C, Wayne, NJ | $19,977 | 6.875% | July 1, 2031 |
| Regency Club, Middletown, NY | $13,621 | 6.05% | December 15, 2027 |
| Station Place, Red Bank, NJ | $10,834 | 4.35% | December 15, 2027 |
| Westwood Plaza, Westwood, NJ | $9,459 | 8.50% | November 1, 2026 |
| Steuben Arms, River Edge, NJ | $8,637 | 6.75% | May 31, 2027 |
| Total | $114,840 |
On the same date the company held $16.0 million of cash and $41.9 million of U.S. Treasury securities, with total assets of $165.5 million on its going-concern books (cost less depreciation, not liquidation value). The Westwood Plaza loan matures November 1, 2026 per the 10-Q table, so it is the one to watch in the next filing.
Who gets paid along the way
The external manager, Hekemian & Company, takes a 1.65% sale fee on each managed property sold and a termination fee of 2.5 times one year's base management fee, scaled to FREIT's ownership share. The chief executive, who is a shareholder and officer of the manager, gets a $1,000,000 cash bonus if all properties are sold or under contract within 18 months of stockholder approval and gross proceeds exceed $319.9 million. Eighteen months after September 29, 2026 is March 29, 2028 (our arithmetic). The proxy also raises each director's annual retainer from $60,000 to $120,000. Related parties also own the other 35% of Pierre Towers and large stakes in Wayne PSC and Westwood Hills, and share in those sale proceeds.
Timeline and what is not known
The proxy ties the tax treatment to completing the liquidation within 24 months of adopting the plan and says the company expects to do so. It does not give a calendar date, and the plan was adopted by the board on May 12, 2026 and approved by stockholders on September 29, 2026. Which date starts the clock is a question for a tax adviser. If the 24 months run from the stockholder vote, the end is September 29, 2028 (our arithmetic).
The vote in 2020 shows why timing is uncertain here. On January 14, 2020 the board adopted an earlier plan tied to a $266.5 million apartment portfolio sale. Holders approved it on April 21, 2020 (4,707,882 for, 9,700 against), but the Trust terminated the purchase agreement on April 30, 2020 and said the plan “will not become effective.” Unlike 2020, the plan as the proxy describes it lets the company sell assets without further stockholder approval, one property at a time.
Tax: what the proxy says
This is analysis of public documents, not investment, legal or tax advice.
| Topic | What the proxy says |
|---|---|
| Order of treatment | Each liquidating distribution is applied first to reduce a U.S. stockholder's basis in the shares, not below zero. The excess is taxable gain in the year received. |
| Loss | If total distributions are less than basis, the stockholder generally recognizes a loss in the year of the final liquidating distribution. |
| Blocks of shares | Gain or loss is computed separately for each block of shares acquired at the same cost in a single transaction. |
| Character | Generally capital gain or loss; long-term if held more than one year. |
| 24-month window | Liquidating distributions qualify for the dividends-paid deduction if made within 24 months after the plan is adopted. |
| Liquidating trust | Moving assets into a trust is treated as a distribution; holders may recognize gain before receiving cash, and trust interests are not transferable. |
| Backup withholding | 24% if no W-9 or exemption on file. |
| Non-U.S. holders | 21% withholding on FIRPTA distributions; exceptions depend on facts the company declines to opine on. |
What a reader can do with this
- Find your cost basis per block of shares. The proxy says basis is reduced by earlier distributions that were treated as reductions in basis. Your broker's records, not the company, show your numbers.
- Check the date and amount of the $3.20. Your brokerage statement should show it as a liquidating distribution, not a dividend. A wrong code is worth a question to the broker.
- Compare the range with your own plan, not the price. The range depends on sales that have not closed. Westwood Plaza, the unsold apartments and the land hold most of the remaining value.
- Watch the next filings for four items: whether Westwood Plaza closes, the next liquidating distribution declaration, whether the company moves to a liquidating trust, and the 10-K for the year ending October 31, 2026, which should be on the liquidation basis of accounting.
- Compare with other 2026 wind-downs. Read how Aimco (AIV) paid out in stages, how Elme Communities ended in a trust, and our page on Apollo Commercial Real Estate Finance (ARI).
FAQ
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All figures are from SEC filings read on EDGAR on November 10, 2026. First Real Estate Investment Trust of New Jersey, Inc. (CIK 36840): definitive proxy statement DEFM14A of August 4, 2026 (accession 0002077096-26-000233); Form 10-Q for the quarter ended July 31, 2026 (0001174947-26-000858); Forms 8-K of September 30, 2026 (0001174947-26-000906), July 16, 2026 (0001174947-26-000690), July 9, 2026 (0002077096-26-000217), May 27, 2026 (0001174947-26-000621), May 14, 2026 (0001174947-26-000600), April 9 and 10, 2026 (0001174947-26-000467 and 0001174947-26-000475); and Forms 8-K of January 15, April 22 and May 1, 2020 (0001174947-20-000031, 0001174947-20-000583, 0001174947-20-000613). The last filing in the file at the time of writing was the September 30, 2026 8-K. Prices are company-reported closing prices; no later price was verified.
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