Form 8-K

8-K — Elme Communities

Accession: 0001104659-26-118561

Filed: 2026-10-26

Period: 2026-10-23

CIK: 0000104894

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2628252d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628252d1_ex99-1.htm)

GRAPHIC (tm2628252d1_ex99-1img01.jpg)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2628252d1_8k.htm · Sequence: 1

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0000104894

2026-10-23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 23, 2026

ELME

COMMUNITIES

(Exact

name of registrant as specified in its charter)

Maryland

001-06622

53-0261100

(State

of incorporation)

(Commission

File Number)

(IRS

Employer Identification Number)

7550

WISCONSIN AVE, SUITE 900,

BETHESDA,

MD 20814

(Address of principal executive office) (Zip

code)

Registrant’s telephone number, including

area code: (202) 774-3200

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of

each class

Trading Symbol(s)

Name of each

exchange on which registered

of Beneficial Interest

ELME

NYSE

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

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.

Description

99.1

Press release issued October 23, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking and Cautionary Statements

Certain statements in this Current Report on Form

8-K 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 timing and effect of the delisting of the Common Shares from the

NYSE; the date trading OTC will begin, if at all; whether a market for the Common Shares develops OTC or continues until Elme’s

dissolution; the market value for the Common Shares traded OTC; Elme’s ability to transfer its remaining assets and liabilities

to the Liquidating Trust and terminate its existence by voluntary dissolution on the terms and timeline anticipated; changes in the amount

and timing of the additional liquidating distributions, including from the Liquidating Trust, as a result of known liabilities or contingent

costs or expenses that may be higher than anticipated liabilities, costs or expenses, or unknown liabilities, costs or expenses that arise

in the future which Elme cannot reasonably estimate at this time; the possibility, mechanics and timing of converting to a liquidating

trust or other liquidating entity; the ability of the Board of Trustees of the Company to terminate the Plan of Sale and Liquidation;

potential difficulties in running the Company with a small number of employees until the transfer of the Company’s remaining assets

and liabilities to the Liquidating Trust; the outcome of legal proceedings that may be instituted against Elme, its trustees and others,

including those related to the sale of 19 multifamily assets to an affiliate of Cortland Partners, LLC, and other completed sales

and the Plan of Sale and Liquidation; risks associated with third party contracts containing consent and/or other provisions that may

be triggered by the Plan of Sale and Liquidation; 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; the occurrence of any event, change or other circumstances that could give rise

to the termination of the Plan of Sale and Liquidation; general economic and market developments and conditions; and volatility and uncertainty

in the financial markets.

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 Elme’s Annual Report on Form 10-K, Quarterly Reports

on Form 10-Q and other documents filed by Elme from time to time with the SEC. Copies of the documents filed by Elme with the SEC are

available free of charge through the website maintained by the SEC at http://www.sec.gov, and are also available,

free of charge, on Elme’s website at www.elmecommunities.com. 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 Elme’s good faith

beliefs, they are not guarantees of future performance. Elme undertakes no obligation to update the forward-looking statements or risk

factors to reflect new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ELME COMMUNITIES

October 26, 2026

By:

/s/ W. Drew Hammond

W. Drew Hammond

Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628252d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Elme Communities

Announces Suspended NYSE Trading;

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.

For a discussion

of the tax consequences of the transfer of the Company’s assets to the Liquidating Trust and the deemed distribution of the Beneficial

Interests to the shareholders, please see “Material U.S. Federal Income Tax Consequences - Tax Consequences of the Liquidating

Trust” beginning on page 76 of the definitive proxy statement filed by the Company with the SEC on September 24, 2025 for the special

meeting of shareholders held on October 30, 2025, which is available free of charge through the website maintained by the SEC at http://www.sec.gov

or the Company’s website at www.elmecommunities.com. You are urged to consult your own tax advisor to determine the particular

tax consequences to you of the transfer of the Company’s assets to the Liquidating Trust and the deemed distribution of Beneficial

Interests to the shareholders, including the applicability and effect of any U.S. federal, state and local and foreign tax laws.

Based on guidance

previously provided by the SEC in similar circumstances, assuming the Company terminates its existence as described above, the Company

anticipates that the Liquidating Trust will be required to file only annual reports on Form 10-K (using the SEC file number of the Company)

containing unaudited financial statements, as well as current reports on Form 8-K (also filed using the SEC file number of the Company).

About Elme Communities

Elme Communities

is a Maryland real estate investment trust. Elme, in accordance with and as anticipated by the Plan of Sale and Liquidation, expects

to dissolve on November 6, 2026. Prior to the Company’s dissolution, the Company intends to transfer all of its remaining assets

to Elme Communities Liquidating Trust for the benefit of holders of the Common Shares in accordance with and as anticipated by the Plan

of Sale and Liquidation.

Contact:

Investor

Relations

202-774-3200

Forward-Looking

and Cautionary Statements

Certain statements

in this press release 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 timing and effect of the delisting of the

Common Shares from the NYSE; the date trading OTC will begin, if at all; whether a market for the Common Shares develops OTC or continues

until Elme’s dissolution; the market value for the Common Shares traded OTC; Elme’s ability to transfer its remaining assets

and liabilities to the Liquidating Trust and terminate its existence by voluntary dissolution on the terms and timeline anticipated;

changes in the amount and timing of the additional liquidating distributions, including from the Liquidating Trust, as a result of known

liabilities or contingent costs or expenses that may be higher than anticipated liabilities, costs or expenses, or unknown liabilities,

costs or expenses that arise in the future which Elme cannot reasonably estimate at this time; the possibility, mechanics and timing

of converting to a liquidating trust or other liquidating entity; the ability of the Board to terminate the Plan of Sale and Liquidation;