Elme Communities (ELME) Proxy Filing summary

Executive summary

• Board completed a comprehensive strategic review, engaging over 80 potential counterparties, and determined that a sale and liquidation would maximize shareholder value compared to other alternatives, including continuing as a standalone entity.

• Entered into a Purchase and Sale Agreement to sell a 19-property portfolio for $1.6 billion in cash to an affiliate of Cortland Partners, with the transaction expected to close in Q4 2025, subject to shareholder approval and customary conditions.

• Plan of Sale and Liquidation approved, authorizing the sale of all remaining assets and the voluntary dissolution of the company, with the process expected to be completed within 12 months of the initial transaction.

• Estimated upfront distributions to shareholders are $14.68–$15.00 per share, with additional liquidating distributions of $2.90–$3.50 per share anticipated from the sale of remaining assets.

• New $520 million debt commitment from Goldman Sachs Bank USA secured by remaining assets, contingent on closing the portfolio sale.

Voting matters and shareholder proposals

• Shareholders will vote on both the Portfolio Sale Transaction and the Plan of Sale and Liquidation at a special meeting, with approval requiring a majority of all votes entitled to be cast.

• Proxy statement will be filed and distributed to all shareholders, containing detailed information on the transactions and the strategic review process.

Board of directors and corporate governance

• The Board, with a dedicated Transaction Committee of independent trustees, led the strategic review and unanimously approved the sale and liquidation plan.

• The Board retains authority to modify or terminate the Plan of Sale and Liquidation prior to filing the Notice of Termination with the state, even after shareholder approval.