Elme Communities (ELME): $16.41 Paid and Declared, Delisting Nov 5

What happened: from a listed REIT to a liquidating trust in 15 months

Elme owned apartments in the Washington, DC and Atlanta areas. On August 1, 2025 it agreed to sell 19 multifamily properties to an affiliate of Cortland Partners for about $1.606 billion in cash, and its board approved a plan to sell everything else and dissolve. At the special meeting on October 30, 2025, 69,545,165 shares voted for the Liquidation Proposal and 228,139 against, with 184,017 abstaining. The shares voted were 79.4% of the votes entitled to be cast. The sale to Cortland closed on November 12, 2025. The same day Elme borrowed $520.0 million from Goldman Sachs Bank USA against the ten properties it kept.

That loan explains the shape of the payouts. The November 25, 2025 release says the first distribution took into account “net proceeds from a new term loan.” The first payout was large partly because it was financed with debt, and the later ones are smaller because each remaining sale first had to repay that loan. The loan was repaid in full and terminated on September 14, 2026, when Riverside sold; the 8-K of September 18, 2026 says all mortgages on the remaining properties were released.

Every distribution, and what the company said it would pay

The estimates moved down at each update, mostly because the Washington, DC market softened and Riverside Apartments sold for less than hoped. The January 2026 release attributes the change to “reductions to the estimated range of gross proceeds with respect to Riverside Apartments and to a lesser extent the two remaining D.C. properties.”

The declared total, $16.41, is the bottom of the July range, $0.99 below the low end of the proxy range and $1.91 below its high end (our arithmetic). The first payout, $14.67, was inside the proxy's $14.50 to $14.82 estimate.

What was sold, and for how much

FPA Multifamily, LLC bought five of the ten: Sandy Springs and Marietta together, then Riverside, 3801 Connecticut and The Kenmore under separate contracts that the 8-K says were “negotiated independently.” The two DC properties had to clear the city's Tenant Opportunity to Purchase Act process, which is why they closed last.

What is left after the $1.74

This is the part the company did not put in a table, so the figures below are from the filings and, where marked, our arithmetic.

Read together, the balance sheet minus the $1.74 leaves roughly $13 million and the company reserves $9.5 million on top of its cost estimate, which are of the same order. Neither is a forecast of what holders will receive. The press release is explicit: “no assurance can be made as to when, or whether, the Liquidating Trust will be able to make any additional liquidating distribution(s)”. The amount and timing of any would be set by the trustee “in its sole discretion.” The Q2 10-Q says the company expected to complete the wind-down within 24 months of October 30, 2025, which is October 30, 2027 (our arithmetic).

What happens to your shares

Three consequences follow from the filings. First, the last day you can sell on an exchange is November 5, 2026; afterwards there is no market for the interests. Second, who holds the interests is fixed at the close of that day, and the 8-K says shareholders “will not be required to take any action.” Third, the interests can pass only by will, intestate succession or operation of law, so a brokerage account that shows them will show a position that cannot be sold. How individual brokers will display or report trust interests is not in the filings; ask yours.

The reporting also changes. The company says that, based on SEC guidance in similar circumstances, the trust is expected to file only annual reports on Form 10-K with unaudited financial statements, plus 8-Ks, under Elme's existing SEC file number. There will be no quarterly reports. The last 10-Q covers June 30, 2026 (filed July 31, 2026).

Tax: what the filings say

The definitive proxy statement of September 24, 2025 contains the tax summary that the company's later releases point to. It describes itself as “for general information only and is not tax advice.” We are summarizing the company's document, not advising.

Two of the proxy's sentences are worth reading as written. On gain or loss: “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.” On the trust: “When the liquidating trust makes distributions to holders, the holders will recognize no additional gain or loss.” The proxy also says the IRS guidelines for a liquidating trust call for a term “not to exceed three years.”

For reporting mechanics see Form 8949 and Schedule D for REIT and BDC sales, the 1099-DIV due date and REIT distributions and return of capital. How your broker reports each Elme payment is something only your tax form will show.

How this compares with Aimco

Elme is further along than the other listed apartment REIT we cover. Aimco (AIV) still has unsold development assets and no announced delisting date. Elme has sold everything and has a published delisting and dissolution calendar. For the mechanics that apply to both, such as liquidating payments reducing basis first, see the Aimco page.

What a holder or interested reader can do with this

This page is analysis of public documents, not investment, legal or tax advice. What the filings let you check:

• Know which side of October 22 your shares are on. Per the NYSE due-bill procedure in the release, whoever holds through the payment date receives the $1.74. Your broker settles due bills, not the company.
• Know that November 5 is the end of the market. After that date the interests cannot be sold. The filings say nothing about a secondary market or an early cash-out.
• Compare what you received with your cost basis. $16.41 a share is the cumulative cash. Your broker's cost-basis report shows your basis per block of shares.
• Read the first post-dissolution 8-K and the first trust 10-K for the trustee's distribution policy, remaining liabilities and any litigation. The company lists legal proceedings tied to the Cortland sale and the plan among its risks.
• Do not read $16.41 as a dividend. The regular $0.18 quarterly dividend ended with the October 3, 2025 payment; the later payments are liquidating distributions under the plan.
• If you also hold non-traded REITs, see non-traded vs publicly traded REITs for how exits differ.

FAQ

All figures are from SEC filings read on EDGAR on October 19, 2026. Elme Communities (CIK 104894): definitive proxy statement DEFM14A of September 24, 2025 (accession 0001104659-25-092947); Forms 8-K of October 30, 2025 (0000104894-25-000111), November 13, 2025 (0001104659-25-110656), November 25, 2025 (0000104894-25-000154), January 23, 2026 (0000104894-26-000004), May 11, 2026 (0000104894-26-000018), June 24, 2026 (0000104894-26-000086), July 24, 2026 (0000104894-26-000091), August 14, 2026 (0000104894-26-000107), September 18, 2026 (0000104894-26-000112) and September 29, 2026 (0000104894-26-000117); Form 10-K for 2025 (0000104894-26-000011); Forms 10-Q for March 31, 2026 (0000104894-26-000019) and June 30, 2026 (0000104894-26-000103). Per-share amounts based on shares outstanding, sums, differences and deadlines are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.