BRT Apartments Corp 8-K, filed Sep 17, 2026
BRT Apartments Corp. (BRT)
8-K
2026-09-17
For: 2026-09-17
View Original
Added on
September 17, 2026
About this 8-K
BRT Apartments Corp filed this 8-K on September 17, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): September 17, 2026
(Exact name of Registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission file No.) | (IRS Employer I.D. No.) | ||||||||||||
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 516 -466-3100
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 (see General Instruction A.2. below):
240.14d-2(b))
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 | ||||||
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).
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 1.01 Entering into a Material Definitive Agreement
On September 17, 2026, we and VNB New York, LLC (the "Lender") entered into the fourth amendment (the "Amendment") to the Amended and Restated Loan Agreement made as of November 18, 2021, as amended, by and between us and the Lender (the "Amended Credit Facility"; the Amended Credit Facility, as amended by the Amendment, the "Credit Facility"). The Amendment principally reduced the interest rate on the facility to three-month term SOFR plus 210 basis points (from three-month term SOFR plus 250 basis points), reduced the minimum interest rate payable on the facility to 5% (from 6%), and reduced to 6.25% (from 6.5%) the adjustable cap rate used in determining the value of the assets securing the facility. As of September 17, 2026, we are able to borrow $40 million pursuant to the facility.
The foregoing summary of the Amendment is qualified in its entirety by reference to such amendment, which is filed as an exhibit to this Current Report on Form 8-K.
Item 8.01 Other Events.
On September 17, 2026, our board of directors authorized the replenishment of our stock repurchase program by increasing the value of the shares to be repurchased to $10 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
In reviewing the Amendment included as exhibit 10.1 to this Current Report on Form 8-K, please remember it is included to provide you with information regarding its terms and is not intended to provide any other factual or disclosure information about us or the other party to the agreement. The agreement contains representations and warranties by one or more of the parties thereto. These representations and warranties have been made solely for the benefit of the other party to the agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•have been qualified by disclosures that were made to the other party in connection with the negotiation of the agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.
| Exhibit No. | Description | |||||||
| Fourth amendment dated as of September 17, 2026 to the Amended and Restated Loan Agreement made as of November 18, 2021, as amended, by and between us and VNB New York, LLC. | ||||||||
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| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURE
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.
| BRT APARTMENTS CORP. | ||||||||
| September 17, 2026 | By: /s/ Isaac Kalish | |||||||
| Isaac Kalish | ||||||||
| Chief Financial Officer and Senior Vice President | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 10.1
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is dated as of September 17, 2026 between VNB New York, LLC, having an office at 350 Madison Avenue, 5th Floor, New York, New York 10017 (hereinafter referred to as “Lender”) and BRT Apartments Corp., having an office at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021 (hereinafter referred to as “Borrower”).
W I T N E S S E T H :
WHEREAS, Borrower executed and delivered to Lender a $40,000,000 Replacement Revolving Credit Note dated July 9, 2024 (as the same may be amended, modified or replaced from time to time, the “Note”); and
WHEREAS, Borrower and Lender executed an Amended and Restated Loan Agreement dated November 18, 2021, as modified by that certain Letter Agreement dated as of November 19, 2021, as further modified by that certain Amendment to Loan Agreement dated as of September 14, 2022, as further modified by that certain Second Amendment to Amended and Restated Loan Agreement dated as of August 22, 2023 and as further modified by that certain Third Amendment to Amended and Restated Loan Agreement dated as of July 9, 2024 (as the same may be further amended, modified or replaced from time to time, collectively, the “Loan Agreement”); and
WHEREAS, Borrower has requested that Lender modify certain terms of the Loan Agreement to, among other things, adjust the capitalization rate floor and reduce the Term SOFR Margin; and
WHEREAS, Borrower and Lender now agree to modify the Loan Agreement and the terms thereof, all as set forth in the succeeding provisions of this Amendment; and
NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants contained herein, the receipt and sufficiency are hereby acknowledged, Borrower and Lender hereby agree as follows:
1. DEFINITIONS. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Loan Agreement.
2. REPRESENTATIONS. Borrower represents and warrants to Lender and its successors and assigns that: (i) the outstanding principal balance under the Loan Documents as of September 17, 2026 is $0; (ii) the Loan Agreement and the Note are the valid and binding obligations of Borrower, (iii) except as may have been disclosed to Lender in writing prior to the date hereof, any and all representations and warranties and schedules contained in the Note, Loan Agreement or Loan Documents are true and correct in all material aspects on and as of the date hereof as though made on and as of such date, (iv) no event has occurred and is continuing which constitutes an Event of Default under the Note, Loan Agreement or under any of the other Loan Documents or which upon the giving of notice or the lapse of time or both would constitute an Event of Default, and (v) it has no defenses, set-offs, or counterclaims of any kind or nature whatsoever against Lender with respect to the Note, Loan Agreement or Loan Documents or obligations thereunder, or any action previously taken by Lender with respect thereto.
3. AMENDMENTS. The Loan Agreement is hereby amended as follows:
a.The definition of “Term SOFR Margin” contained under Section 1.01 of the Loan Agreement is here by deleted in its entirety and replaced with the following:
"Term SOFR Margin” shall mean with respect to an interest rate based on Term SOFR, two and one-tenth (2.10%) percent.
b.The definition of “Cap Rate” contained under Section 1.01 of the Loan Agreement is here by deleted in its entirety and replaced with the following:
“Cap Rate” shall mean 6.25% (0.625) as the same may be adjusted annually by Lender in accordance with Section 2.16 hereof, but in no event shall the Cap Rate be less than 6.25%.
For the avoidance of doubt, all calculations in the Loan Agreement, or any attachment, certificate, exhibit, or worksheet referencing a Cap Rate is hereby modified to reference a calculation based on the Cap Rate of 6.25%.
c.Section 2.03, titled “Interest”, is hereby deleted in its entirety and replaced with the following:
SECTION 2.03 Interest. Except as specifically set forth herein, all Revolving Credit Loans shall bear interest at a variable rate per annum equal to Term SOFR plus the Term SOFR Margin, adjusted monthly on each Term SOFR Reset Date, but in no event less than five (5.00%) percent per annum, except for the period commencing on the Initial Term SOFR Fixing Day and ending on August 31, 2023 when Revolving Credit Loans shall bear interest at the Initial Term SOFR Rate. For clarity, the first Term SOFR Reset Date will be September 1, 2023. Following the occurrence and continuance of an Unavailability Event, Revolving Credit Loans shall bear interest at the applicable Floating Rate, but in no event less than five (5.00%) percent per annum.
d.Section 2.16, titled “Cap Rate Adjustments”, is hereby amended to delete the percentage “6.5%”, set forth in the third the last sentence thereof, and to insert the percentage “6.25%” in its place and stead.
e.Section 5.04, titled “Accounts”, is hereby amended to delete the account number [intentionally deleted], set forth as the Special Cash Account, and to insert the account number [intentionally deleted] in its place and stead. For the avoidance of doubt, all references in the Loan Agreement, or any attachment, certificate, exhibit, or worksheet referencing the Special Cash Account are hereby modified to refer to account number [intentionally deleted] at Valley National Bank.
4. CONDITIONS PRECEDENT The obligations of Lender under this Amendment are subject to the following conditions precedent, all of which shall be performed or satisfied in a manner in form and substance satisfactory to Lender and its counsel:
a.Lender shall have received this Amendment fully executed by all parties hereto; and
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b.Lender’s counsel shall have received payment of its legal fees and expenses for the preparation and negotiation of this Amendment and related documents.
5. CONFLICTING PROVISIONS. If the terms and provisions contained in the Loan Agreement in any way conflict with the terms and provisions contained in this Amendment, the terms and provisions herein contained shall prevail.
6. RATIFICATION. All terms and conditions of the Loan Documents, except as modified by this Amendment are hereby affirmed and ratified.
7. RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors acknowledge that they are legally and validly indebted to Lender under their respective Guaranty, without defense, counterclaim or offset, and affirm that each such Guaranty remains in full force and effect and includes, without limitation, the indebtedness, liabilities and obligations arising under, or in any way connected with the obligations of Borrower to Lender as governed by the Loan Agreement as modified by this Amendment and any of the Loan Documents, whether now existing or hereafter arising.
9. AUTHORIZATION. The execution and delivery by Borrower of this Amendment and the performance by Borrower of the transactions herein contemplated (i) are and will be within its powers, (ii) have been duly authorized by all necessary action on behalf of Borrower and (iii) are not and will not be in contravention of any order of court or other agency of government, of law or of any indenture, agreement or undertaking to which Borrower is a party or by which the property of Borrower is bound, or be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or undertaking, or result in the imposition of any lien, charge or encumbrance of any nature on any of the properties of Borrower.
10. MISCELLANEOUS. It is expressly stipulated and agreed that this Amendment is entered into in modification of and not for purposes of replacement or extinguishment of the Note or Loan Agreement. This Amendment (a) shall bind and benefit Borrower and Lender and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and assigns (provided, that Borrower shall not assign its rights hereunder without the prior written consent of Lender); (b) can be modified or amended only by a writing signed by each party; (c) can be terminated only by a writing signed by each party; (d) shall be governed by and construed in accordance with the laws of the State of New York and the United States of America; (e) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when executed and delivered, shall constitute an original agreement enforceable against all who signed it without production of or accounting for any other counterpart, and all separate counterparts shall constitute the same agreement; and (f) embodies the entire agreement and understanding between the parties with respect to modifications of instruments provided for herein and supersedes all prior conflicting or inconsistent agreements, consents and understandings relating to such subject matter. All appropriate corporate authorizations have been obtained for execution of this Amendment by Borrower. The headings in this Amendment shall be accorded no significance in interpreting it. The recitals contained therein are incorporated into this Amendment.
[Signature Page to Follow
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WHEREFORE, this Amendment has been executed and is effective as of the date first written above.
LENDER: VNB New York, LLC By: /s/ Chase Steinberg Name: Chase Steinberg Title: First Vice President | |||||
BORROWER: BRT Apartments Corp. By: /s/ Isaac Kalish Name: Isaac Kalish Title: Chief Financial Officer and Senior VP | |||||
GUARANTORS: Avondale 212, LLC By: TRB Avondale LLC, its sole member By: TRB Holdings LLC, its sole member By: BRT Apartments Corp., its sole member By: /s/ Isaac Kalish Name: Isaac Kalish Title: Chief Financial Officer and Senior VP Avalon 276, LLC By: TRB Avalon LLC, its sole member By: TRB Holdings LLC, its sole member By: BRT Apartments Corp., its sole member By: /s/ Isaac Kalish Name: Isaac Kalish Title: Chief Financial Officer and Senior VP TRB Avondale LLC By: TRB Holdings LLC, its sole member By: BRT Apartments Corp., its sole member By: /s/ Isaac Kalish Name: Isaac Kalish Title: Chief Financial Officer and Senior VP TRB Avalon LLC By: TRB Holdings LLC, its sole member By: BRT Apartments Corp., its sole member By: /s/ Isaac Kalish Name: Isaac Kalish Title: Chief Financial Officer and Senior VP TRB Holdings LLC By: BRT Apartments Corp., its sole member By: /s/ Isaac Kalish Name: Isaac Kalish Title: Chief Financial Officer and Senior VP | (Signatures Continue on Following Page) (End of Signatures) | ||||