Elme Communities

Item 1.02. Termination of a Material Definitive Agreement. As previously disclosed in the Quarterly Report on Form 10-Q of Elme Communities (the “Company”) filed on May 11, 2026 with the Securities and Exchange Commission (“SEC”), on May 8, 2026, Elme Riverside Apartments LLC (the “Riverside Seller”), a wholly-owned subsidiary of the Company, entered into a purchase and sale agreement (the “Riverside PSA”) with Riverside Apartments VA LLC, a subsidiary of Beitel Group (the “Buyer”), for the sale of Riverside Apartments, a 1,222 unit community located in Alexandria, Virginia and related undeveloped land, for a contract sale price of $280 million, subject to customary prorations and adjustments. On June 17, 2026, pursuant to the terms of the Riverside PSA, which had been amended to extend the inspection period from June 4, 2026 to June 18, 2026, the Buyer exercised its right to terminate the Riverside PSA before the end of the Buyer’s inspection period (the “Riverside PSA Termination”). As a result, under the terms of the Riverside PSA, the funds deposited by the Buyer as earnest money toward the contract price were refunded. See below for a discussion of impacts resulting from the Riverside PSA Termination on the Company’s previously disclosed estimated ranges of liquidating distributions (including the Company’s withdrawal of the previously provided estimated ranges of liquidating distributions), as well as the Company’s previously disclosed anticipated timing of New York Stock Exchange (the “NYSE”) delisting and Company dissolution.

Item 8.01. Other Events. On May 11, 2026, the Company provided an update regarding the status of ongoing liquidation activities under the Company’s Plan of Sale and Liquidation, approved by shareholders on October 30, 2025 (the “May Liquidation Update”). The May Liquidation Update included an update regarding the Company’s five remaining properties at that time, consisting of Riverside Apartments, Elme Watkins Mill, Elme Bethesda, The Kenmore and 3801 Connecticut Avenue. With respect to these five properties, as of June 24, 2026, the following is an updated status on the ongoing sale activities: • As noted above, the Riverside PSA was terminated on June 17, 2026. In light of the Riverside PSA Termination, the Company has recommenced its marketing efforts for Riverside Apartments. Given the size of Riverside Apartments, the Company anticipates the need to draw upon a different buyer pool for this property relative to the buyers for the Company’s other remaining multifamily properties. • The sale of Elme Watkins Mill was completed on June 10, 2026. Net proceeds from the sale were used to repay a portion of the $520 million senior secured term loan with Goldman Sachs Bank USA, as lender (the “Term Loan”). As of June 24, 2026, the remaining outstanding balance on the Term Loan was $251 million. • The Company has executed three purchase and sale agreements, all of which are no longer subject to ongoing inspection periods, pursuant to which it expects to sell three of its remaining properties - Elme Bethesda, The Kenmore and 3801 Connecticut Avenue - for aggregate gross proceeds of $168 million. • With respect to the sale of Elme Bethesda, as previously disclosed, the Company entered into a purchase and sale agreement (the “Elme Bethesda PSA”) on May 28, 2026. Prior to its expiration on June 3, 2026, the inspection period under the Elme Bethesda PSA was extended to June 4, 2026 and the purchase price was reduced from $59 million to $58 million. The Elme Bethesda PSA provides for closing no later than the last to occur of (i) July 9, 2026 and (ii) 10 business days after a certificate of compliance, certifying compliance with Montgomery County’s right of first refusal requirements, has been obtained from the Montgomery County Department of Housing and Community Affairs, subject to limited exceptions. The Elme Bethesda PSA remains subject to the satisfaction of customary closing conditions. • The purchase and sale agreements with respect to The Kenmore and 3801 Connecticut Avenue remain subject to the satisfaction of customary closing conditions, including regulatory requirements related to the Tenant Opportunity to Purchase Act (TOPA). There can be no assurance that the closing conditions under the purchase and sale agreements for Elme Bethesda, The Kenmore and 3801 Connecticut Avenue will be satisfied or that these property sales will be consummated on the terms and timeline provide for in the respective purchase agreements. The May Liquidation Update also included, among other things, an updated estimate (as of May 11, 2026) of the total amount of liquidating distributions to be funded from the net proceeds of sales of the Company’s remaining assets, which estimate was based on, among other things, the actual contract pricing for properties under contract at that time, including Riverside Apartments. In light of the Riverside PSA Termination, the Company’s estimated ranges of liquidating distributions (including the estimated range of additional liquidating distributions) included in the May Liquidation Update will need to be adjusted to reflect, among other things, adjustments to various assumptions and estimates included in the calculation of the estimated ranges of liquidating distributions (and described in more detail in the May Liquidation Update and accompanying Current Report on Form 8-K dated as of May 11, 2026 and filed by the Company with the SEC) that will be impacted by new estimates of the timing of completion of the sale of Riverside Apartments and the gross proceeds expected from the sale of Riverside Apartments. In addition, the Term Loan cannot be fully repaid without sufficient proceeds from property sales, including proceeds from the sale of Riverside Apartments. Given the uncertainty surrounding the timing of the sale of Riverside Apartments (the Company’s largest remaining property) and the anticipated gross proceeds that would result therefrom, which may be below the gross proceeds the Company previously anticipated under the Riverside PSA, as a result of, among other factors, the continued negative impacts from current market conditions in the D.C. area that have continued to be subject to prolonged softening throughout the Company’s marketing and sale process generally, the Company is withdrawing its previously disclosed estimated ranges of liquidating distributions (including the estimated range of additional liquidating distributions) and is not providing an update to the estimated ranges at this time. The Company expects to provide an update to its estimated ranges of liquidating distributions after it has entered into a new purchase agreement for Riverside Apartments. The May Liquidation Update also noted that the Company did not expect to voluntarily delist from the NYSE prior to completing the sale of Riverside Apartments and that, assuming completion of the property sales in the mid-year 2026 timeframe (including Riverside Apartments), the Company expected the NYSE delisting and Company dissolution process to occur in the third quarter of 2026. Since, following the Riverside PSA Termination, the timing of the sale of Riverside Apartments is unknown at this time, no assurance can be given that the Company will be in a position to complete the sale of Riverside Apartments on a timeline that would enable a NYSE delisting and Company dissolution during the third quarter of 2026. The Company continues to work toward completing the sale of all remaining properties, as well as a NYSE delisting and Company dissolution, as expeditiously as possible in the third or fourth quarter of 2026.