If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 23, 2026, Elme Communities (the “Company”)
was notified by the New York Stock Exchange (“NYSE”) that it had commenced proceedings to delist Elme’s common shares of beneficial interest (the “Common Shares”) from the NYSE and immediately suspended trading of the Common Shares. The NYSE exercised its discretionary authority in accordance with Section 802.01D of the NYSE Listed Company Manual due to “abnormally low selling price” levels.
The NYSE will apply to the U.S. Securities and Exchange Commission to delist the Common Shares upon completion of all applicable procedures. Given the Company’s previously adopted Plan of Sale and Liquidation, which was approved by the Board of Trustees of the Company on July 30, 2025 and by the shareholders of the Company on October 30, 2025 (the “Plan of Sale and Liquidation”), Elme does not intend to appeal the NYSE’s determination, and, therefore, it is expected that the Common Shares will be delisted.
Item 8.01. Other Events.
The Company issued a press release with respect to the NYSE’s decision to delist the Common Shares and immediately suspend trading, the anticipated commencement of Common Shares trading over-the-counter (“OTC”), and the Company’s dissolution and related establishment of a liquidating trust (the “Liquidating Trust”). A copy of the Company’s press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No.
Anticipates Trading
Will Begin OTC Effective October 26, 2026 BETHESDA, Md.- October 23, 2026 – Elme Communities (”Elme” or the ”Company”) today announced that the New York Stock Exchange (”NYSE”) has exercised its discretionary authority in accordance with Section 802.01D of the NYSE Listed Company Manual to commence proceedings to delist Elme’s common shares of beneficial interest (the ”Common Shares”) from the NYSE due to ”abnormally low selling price” levels. The NYSE also immediately suspended trading of the Common Shares. Given the Company’s previously adopted Plan of Sale and Liquidation (as defined below), Elme does not intend to appeal the NYSE’s determination, and, therefore, it is expected that the Common Shares will be delisted.
The Company anticipates the Common Shares will commence trading over-the-counter (”OTC”) on Monday, October 26, 2026 under the symbol ”ELMES”.
There can be no assurance regarding the development or maintenance of an active OTC trading market or the liquidity of any such market.
Investors are cautioned that trading securities OTC is more limited and subject to different restrictions than trading securities listed on a national securities exchange and are advised to consult their own brokers or advisors.
Anticipated
Timing of Establishment of a Liquidating Trust and Company Dissolution
As previously disclosed, in accordance with the Plan of Sale and Liquidation approved by the Board of Trustees (the ”Board”) on July 30, 2025 and by the shareholders of the Company on October 30, 2025 (the ”Plan of Sale and Liquidation”), it is the Company’s continued intention to terminate its existence by voluntary dissolution effective November 6, 2026 (the ”Effective Time”), which will occur following the NYSE’s delisting of our Common Shares. In addition, as previously disclosed, the Company expects that its share transfer books will close at the close of business (Eastern Time) on November 5, 2026.
Prior to the Effective Time, the Company intends to transfer all of its remaining assets and liabilities to a Maryland liquidating trust (the ”Liquidating Trust”). The purpose of the Liquidating Trust will be to liquidate the remaining assets (which are expected to consist primarily of the net cash proceeds from property sales) of the Liquidating Trust and distribute the amounts remaining in the Liquidating Trust, if any, after satisfaction of all remaining liabilities (including any additional liabilities, costs and expenses that may arise during the wind-down process) to the holders of the beneficial interests of the Liquidating Trust (the ”Beneficial Interests”) upon completion of the wind-down process and in connection with termination of the Liquidating Trust. All of the Beneficial Interests will be held by the shareholders of the Company, with each shareholder of the Company being deemed automatically to have received and hold a percentage of Beneficial Interests in the Liquidating Trust corresponding to such shareholder’s percentage ownership in the Company as of the close of business on the last day of trading of the Common Shares. Shareholders of the Company will not be required to take any action to receive Beneficial Interests in the Liquidating Trust. The actual amount and timing of payment of any additional liquidating distribution(s) from the Liquidating Trust will be determined by the trustee of the Liquidating Trust in their sole discretion. As previously
disclosed, the Company expects FTI Consulting, Inc. to be retained to provide services in connection with completing the wind-down process, including the services of a liquidating trustee to serve as trustee of the Liquidating Trust.
Following the transfer of the Company’s assets and liabilities to the Liquidating Trust, subject to certain exceptions related to transfer by will, intestate succession or operation of law, Beneficial Interests in the Liquidating Trust will not be transferable, nor will holders of Beneficial Interests have authority or power to sell or in any other manner dispose of their Beneficial Interests. The Beneficial Interests will not trade on the NYSE, or any other exchange or OTC. Simultaneously, all of the outstanding Common Shares and certificates representing Common Shares will be automatically cancelled and will thereafter no longer be deemed outstanding. The rights of holders of Beneficial Interests will not be represented by any form of certificate or other instrument.