Elme Communities filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure
$ELME
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 10, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2025, Elme Communities (the “Company”) and Susan Gerock, Senior Vice President and Chief Information Officer, agreed to a mutual separation, pursuant to which Ms. Gerock resigned from all positions she held with the Company effective as of November 14, 2025 (the “Effective Date”). In connection with her resignation, on November 14, 2025, the Company and Ms. Gerock entered into a Separation Agreement and Release of Claims (the “Separation Agreement”) providing for her resignation as of the Effective Date. Provided Ms. Gerock does not revoke the Separation Agreement during a seven-day revocation period, and subject to her compliance with its terms, the Separation Agreement also provides for the payment of the termination benefits contemplated under her Change in Control Agreement, dated February 2, 2022, as amended, including 24 months of base salary continuation; annual bonus payments for the period in which she receives base salary continuation (based on her prior three-year average and pro-rated for any partial year); and up to 18 months of COBRA premiums paid for by the Company. In exchange for the separation benefits to be provided to her, Ms. Gerock will agree to a general release of claims and other customary provisions, including confidentiality, cooperation in transition, and the return of Company property.
The foregoing description is qualified in its entirety by reference to the full text of the Separation Agreement which is filed as Exhibit 10.1 and is incorporated by reference.
Item 7.01 Regulation FD Disclosure
As previously disclosed, following the closing of the sale of 19 multifamily assets by Elme Communities (the “Company”) to an affiliate of Cortland Partners, LLC (the “portfolio sale”) and the adoption of the Company’s plan of sale and liquidation, the Company expects to begin and continue, as appropriate, downsizing its workforce with a focus on retaining an appropriate level of personnel with the necessary skill set commensurate with the reduced size of the Company, including those executive officers and other key personnel necessary for the continued operation of the Company’s remaining assets and completion of the wind-down activities. This downsizing is expected to affect both officers and other employees.
As of November 14, 2025, after giving effect to this workforce reduction, as well as the transfer of employment of property-level employees in connection with the portfolio sale, the Company has approximately 117 employees, including approximately 73 persons engaged in community management functions.
This information is being furnished pursuant to Item 7.01 of Form 8-K. This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking and Cautionary Statements
Certain statements in 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: changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction cost, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting to a liquidating trust or other liquidating entity; the ability of our board of trustees to terminate the Plan of Sale and Liquidation; the response of our residents, tenants and business partners to Plan of Sale and Liquidation; potential difficulties in and timeline of employee retention as a result of the Plan of Sale and Liquidation; the outcome of legal proceedings that may be instituted against Elme, its trustees and others related to the portfolio sale and Plan of Sale and Liquidation; the risk that disruptions caused by or relating to the Plan of Sale and Liquidation will harm Elme’s business, including current plans and operations; risks relating to the market value of Elme’s common shares; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the Plan of Sale and Liquidation; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of Elme’s properties and potential illiquidity of Elme’s remaining real estate investments); 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; the risks associated with ownership of real estate in general and our real estate assets in particular; 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 Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Elme from time to time with the SEC. 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 its forward-looking statements or risk factors to reflect new information, future events, or otherwise.
| Exhibit No. | Description | ||||
| 10.1* | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Elme Communities agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.
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 | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| By: | /s/ W. Drew Hammond | |||||||||||||||||||
| (Signature) | ||||||||||||||||||||
| W. Drew Hammond | ||||||||||||||||||||
| Senior Vice President and Chief Administrative Officer | ||||||||||||||||||||
| November 14, 2025 | ||||||||||||||||||||
| (Date) | ||||||||||||||||||||