Elme Communities (ELME) Proxy Filing summary

Executive summary

• Board approved sale of 19 assets to Cortland for $1.6 billion in cash, with closing expected in Q4 pending shareholder approval and customary conditions.

• Plan of sale and liquidation for remaining assets, including Watergate 600, to be marketed and sold over the next 12 months.

• Net proceeds from asset sales to be distributed to shareholders, with initial special distribution estimated at $14.50–$14.82 per share and total distributions expected between $17.58 and $18.50 per share.

• Quarterly dividend of $0.18 per share declared, to be paid October 3, 2025; future liquidating distributions at Board's discretion.

• Board and advisors contacted over 80 potential counterparties in a robust strategic alternatives review process.

Voting matters and shareholder proposals

• Shareholder approval required for both the Cortland sale and the plan of sale and liquidation.

• Special meeting to be convened in the fall for shareholder votes on proposed transactions.

• Board unanimously recommends shareholders approve the proposed transactions.

Board of directors and corporate governance

• Board conducted a thorough evaluation of strategic alternatives, assisted by a transaction committee of independent trustees.

• Board determined the combination of the Cortland sale and liquidation plan maximizes shareholder value.