First Real Estate Investment Trust Of New Jersey, Inc DEFA14A, filed May 14, 2026
First Real Estate Investment Trust Of New Jersey, Inc. (FREVS)
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):
May 12, 2026
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.
(Exact name of registrant as specified in charter)
| Maryland | 000-25043 | 22-1697095 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) |
(IRS
Employer Identification No.) | |
| 505 Main Street, Suite 400, Hackensack, New Jersey | 07601 | ||
| (Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (201) 488-6400
(Former name or former address, if changed since last report)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 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 |
| Common stock, par value $0.01 per share | FREVS | OTC Pink Limited Market |
| Preferred Stock Purchase Rights (1) |
| (1) | Registered pursuant to Section 12 (b) of the Act pursuant to a form 8-A filed by the registrant on August 3, 2023. Until the Distribution Date (as defined in the registrant’s Stockholder Rights Agreement dated July 31, 2023) the Preferred Stock Purchase Rights will be transferred with and only with the shares of the registrant’s Common Stock to which the Preferred Stock Purchase Rights are attached. |
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).
Emerging growth company ☐
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. ☐
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Item 1.01 Entry into a Material Definitive Agreement.
Third Amendment to Management Agreement
On May 13, 2026, First Real Estate Investment Trust of New Jersey, Inc. (the “Company” or “FREIT”) entered into a Third Amendment to the Management Agreement dated November 1, 2001 between the Company and Hekemian & Company, Inc. (“Hekemian & Co.”), the external manager of the Company. The Third Amendment provides that upon the closing of any sale or other disposition of the Company’s entire direct or indirect interest in each property managed by Hekemian & Co, including sales or dispositions of a managed property in furtherance of the Plan of Voluntary Liquidation discussed in Item 8.01 below, the Management Agreement shall automatically terminate with respect to such property and the Company shall pay to Hekemian & Co. (a) any and all commissions and fees for management services and reimbursement required to be paid by the Company pursuant to the Management Agreement in respect of the applicable property up to the termination date, calculated on a pro rata basis plus (b) a termination fee in respect to such property equal to the product of (x) the Company’s direct or indirect percentage ownership interest in such property times (y) 2.5 times (z) one (1) year’s Base Management Fee in respect of such property. The Base Management Fee is computed by dividing the annual base management fee allocable to the applicable property paid by the Company to Hekemian & Co. over the immediately prior three (3) fiscal years prior to such termination by three (3).
Upon the closing of any sale or other disposition of the Company’s entire direct or indirect interest in a managed property, including sales or dispositions in furtherance of the Plan of Voluntary Liquidation discussed in Item 8.01 below, the Company is required to pay to Hekemian & Co. a fee equal to 1.65% of the sales price for the property. In the event a property is not wholly owned, directly or indirectly, by the Company, the sales fee payable to Hekemian & Co. shall only be payable in respect of the Company’s percentage ownership share of the applicable property.
Incentive Compensation Arrangement
To provide an incentive to Robert S. Hekemian, Jr., Chief Executive Officer, President and a director of the Trust, to facilitate the timely sale of the Trust’s properties, the Board of Directors has approved an incentive compensation arrangement that will entitle Mr. Hekemian to a $1,000,000 cash bonus if the Trust sells and/or enters into contracts to sell all of its real properties within 18 months after the approval of the Plan of Liquidation discussed in Item 8.01 below by the Trust’s stockholders and receives aggregate gross proceeds from such sales in excess of $319.9 million. To receive the bonus, the sale of all of the Trust’s properties must close.
Item 8.01 Other Events
Approval of Plan of Voluntary Liquidation
On May 12, 2026, the Board of Directors of the Company unanimously determined advisable and approved a Plan of Voluntary Liquidation (the “Plan of Voluntary Liquidation”). The Plan of Voluntary Liquidation provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Internal Revenue Code of 1986, as amended, and the Maryland General Corporation Law. Effectiveness of the Plan of Voluntary Liquidation is subject to approval by the affirmative vote of the holders of Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter. FREIT currently anticipates that the Plan of Voluntary Liquidation will be submitted for stockholder approval at a special meeting of the stockholders, expected to occur in the Fall of 2026.
Upon the effectiveness of the Plan of Voluntary Liquidation and pursuant thereto, the Company is authorized to sell, convey, transfer and deliver or otherwise dispose of, or cause its subsidiaries to sell, convey, transfer and deliver or otherwise dispose, all of their remaining assets, without further approval of the stockholders. The Plan of Voluntary Liquidation further provides that upon a determination of the Board, the Company may transfer and assign any remaining assets of the Company and its subsidiaries to a liquidating trust (a “Liquidating Trust”), subject to the terms of the Plan of Voluntary Liquidation, and the Board may cause the Company to make the final distribution to the Company’s stockholders as a distribution in kind of beneficial interests in the Liquidating Trust, at such time as the Board deems appropriate or advantageous in its discretion.
The Plan of Voluntary Liquidation is attached hereto as Exhibit 2.1.
Forward-Looking Statements
This current report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,” “should,” “seek” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise, and we may not be able to realize them. The following risks and uncertainties, among others, could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to: the possibility that FREIT’s stockholders do not approve the Plan of Voluntary Liquidation; changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting to a liquidating trust;; the occurrence of any event, change or other circumstances that could give rise to the termination of the Plan of Voluntary Liquidation; industry and economic conditions; the Company’s dependence upon its external manager to conduct its business and achieve its investment objectives; unknown liabilities acquired in connection with acquired properties or interests in real estate-related entities; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of the Company’s properties, potential illiquidity of the Company’s remaining real estate investments, condemnations, and potential damage from natural disasters); the financial performance of the Company’s tenants; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect the Company and its major tenants; volatility and uncertainty in the financial markets, including potential fluctuations in the consumer price index; risks associated with the Company’s failure to maintain status as a REIT under the Internal Revenue Code of 1986, as amended; and other additional risks discussed in the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2025 or and subsequent Quarterly Reports on Form 10-Q and other documents FREIT files from time to time with the SEC. The Company expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, our current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership.
Additional Information and Where to Find It
This communication relates to the proposed plan of voluntary liquidation of FREIT, and may be deemed to be solicitation material. In connection with the Plan of Voluntary Liquidation, FREIT intends to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). The Proxy Statement will be sent to all stockholders of FREIT. FREIT will also file other documents regarding the Plan of Voluntary Liquidation with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF FREIT ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PLAN OF VOLUNTARY LIQUIDATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PLAN OF VOLUNTARY LIQUIDATION.
Investors and stockholders of FREIT may obtain copies of the Proxy Statement and other documents that are filed or will be filed by FREIT with the SEC, free of charge, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by FREIT with the SEC will also be available, free of charge, on FREIT’s website at https://freitnj.com/investor-relations/.
Participants in the Solicitation
FREIT, certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from FREIT’s stockholders in connection with the proposed Plan of Voluntary Liquidation. Information about FREITS directors and executive officers and their ownership of FREIT’s common stock is set forth in FREITs Annual Report on Form 10-K filed with the SEC on January 29, 2026. To the extent that holdings of FREIT’s securities have changed since the amounts reported in Annual Report on Form 8-K, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed Plan of Voluntary Liquidation may be obtained by reading the Proxy Statement regarding the proposed Plan of Voluntary Liquidation when it becomes available. You may obtain free copies of these documents using the sources indicated above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 Plan of Voluntary Liquidation
99.1 Press release dated May 14, 2026
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. | ||
| (Registrant) | ||
| By: | /s/ Robert S. Hekemian, Jr. | |
| Robert S. Hekemian, Jr. | ||
| President and Chief Executive Officer | ||
Date: May 14, 2026
Exhibit 2.1
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.
PLAN OF VOLUNTARY LIQUIDATION
1. Approval and Effectiveness of Plan. This Plan of Voluntary Liquidation (this “Plan”) of First Real Estate Investment Trust of New Jersey, Inc., a corporation incorporated under the laws of Maryland (the “Trust”) and the transactions contemplated hereby, have been unanimously approved and declared by the Trust’s board of directors (the “Board of Directors”), as being advisable and in the best interests of the Trust and the holders of its shares of Common Stock, $.01 par value (such holders, the “Stockholders,” and such shares, the “Shares”). This Plan includes a plan of liquidation that provides for the Trust’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The Board of Directors has declared advisable the sale of substantially all of the assets of the Trust in one or more transactions (whether or not related), liquidation, and the termination of the Trust’s existence by voluntary dissolution in accordance with the Maryland General Corporation Law (the “MGCL”) and directed that the Plan, and the transactions contemplated thereby, including dissolution under the MGCL, be submitted to the Stockholders of the Trust for approval. The Plan shall become effective upon approval of the Plan, and the transactions contemplated thereby, by Stockholders entitled to cast a majority of all the votes entitled to be cast by Stockholders with respect to the Plan and such transactions. The date of the Stockholders’ approval is hereinafter referred to as the “Effective Date.”
2. Voluntary Dissolution, Termination and Liquidation. From and after the Effective Date, the Trust shall, except as otherwise provided in Section 10 below, commence, and proceed with, actions to voluntarily dissolve, terminate and liquidate the Trust in accordance with the MGCL and completely liquidate the Trust in accordance with Section 331, Section 336 and Section 346(a) of the Code and the Treasury regulations thereunder. Pursuant to the Plan, the Trust shall sell, convey, transfer and deliver or otherwise dispose of, or cause its subsidiaries to sell, convey, transfer and deliver or otherwise dispose, all of their remaining assets, without further approval of the Stockholders.
3. Disposition of Assets. The Trust is authorized to sell or otherwise dispose of, and cause its subsidiaries to sell or otherwise dispose of all of their remaining assets, for cash, notes or such other assets, upon such terms as the Board of Directors may deem advisable and without further approval of the Stockholders.
4. Payment of Creditors; Distributions to Stockholders. The Board of Directors, and such officers, managers, agents or other representatives of the Trust as the Board of Directors may authorize and direct, are authorized and empowered to proceed as promptly as practicable (as determined by the Board of Directors in its discretion) to: (i) collect the assets of the Trust; (ii) dispose of such of its assets as are not to be distributed in kind to its Stockholders; (iii) pay or create a reserve fund for the payment of or otherwise adequately provide for all of the liabilities and obligations of the Trust and its subsidiaries; (iv) pay all expenses incidental to this Plan, including all counsel fees, accountants’ fees, advisory fees and such other fees and taxes as are necessary to effectuate this Plan; (v) distribute all the remaining assets of the Trust, either in cash or in kind, to the Stockholders in cancellation or redemption of their Shares in one or more distributions; and (vii) do every other act necessary or advisable to wind-up the affairs of the Trust (including, without limitation, the affairs of the Trust’s subsidiaries), dissolve or otherwise terminate the subsidiaries and liquidate the Trust’s business and affairs, in each case, without further approval of the Stockholders, and in accordance with the Trust’s charter and bylaws.
5. Reserve Fund. The Trust is authorized, but not required, to establish one or more reserve funds in a reasonable amount to be determined by the Board of Directors in its discretion, to meet known liabilities and liquidating expenses and estimated, unascertained or contingent liabilities and expenses, if the Board of Directors deems such reserves desirable. Creation of a reserve fund may be accomplished by a recording in the Trust’s accounting ledgers of any accounting or bookkeeping entry which indicates the allocation of funds so set aside for payment. The Trust is also authorized, but not required, to create a reserve fund by placing cash or property in escrow with an escrow agent for a specified term together with payment instructions. Any undistributed amounts remaining in such an escrowed reserve fund at the end of its term shall be returned to the Trust or the Liquidating Trust (as defined below), as applicable, or such other successor in interest to the Trust as may then exist or, if no such entity is then in existence, shall be delivered to the unclaimed property unit of the Maryland State Comptroller’s office or other applicable governmental entity. The Trust may also create a reserve fund by any other reasonable means.
6. Insurance Policies. The Trust is authorized, but not required, to procure for itself one or more insurance policies in a reasonable amount to be determined by the Board of Directors in its discretion, to cover unknown or unpaid liabilities and liquidating expenses and unascertained or contingent liabilities and expenses, if the Board of Directors in its discretion deems such insurance policies desirable.
7. Termination of Existence. Upon assignment and conveyance of the assets of the Trust to the Stockholders, in complete liquidation of the Trust, and the taking of all actions required under the laws of the State of Maryland in connection with the Plan, the proper officers of the Trust are authorized and directed to file with the Maryland State Department of Assessments and Taxation (the “SDAT”) in accordance with the MGCL, and elsewhere as may be required or deemed appropriate, articles of dissolution (“Articles of Dissolution”) and such other documents as may be required to dissolve the Trust and terminate its existence. Prior to filing the Articles of Dissolution, the Trust shall give notice to its known creditors and employees as required by Section 3-404 of MGCL (alternatively, the Board may determine that the Trust has no known creditors or employees) and satisfy all other prerequisites to such filing under Maryland law. Upon the SDAT’s acceptance of the Articles of Dissolution for record or the time established under the Articles of Dissolution, as provided by Section 3-408(a) of the MGCL, the Trust shall be dissolved. Upon the dissolution, the Trust’s existence shall continue solely for the purpose of paying, satisfying and discharging any existing debts or obligations, collecting and distributing its assets and doing all other acts required to liquidate and wind-down its business and affairs.
8. Effect and Timing of Distributions. Upon the complete distribution of all assets of the Trust to the holders of outstanding Shares (the “Final Distribution”), all such Shares will be canceled automatically and no longer deemed outstanding and all rights of the holders thereof as Stockholders of the Trust shall automatically cease and terminate (without any further action by the Trust, the Stockholders or any other person). The Trust shall use commercially reasonable efforts to cause the voluntary dissolution and liquidation of the Trust to occur and to make the Final Distribution to holders of outstanding Shares no later than the second anniversary of the Effective Date.
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9. Final Distribution as Distribution in Kind of Liquidating Trust Beneficial Interests. In the event that (i) the Board of Directors deems it necessary or advisable in order to preserve the Trust’s status as a real estate investment trust under Sections 856 through 860 of the Code and the Treasury regulations thereunder, or (ii) the Board of Directors deems it necessary or advisable in order to enable the Trust to terminate its obligation to file quarterly reports and audited annual financial statements with the Securities and Exchange Commission (the “Commission”) or (iii) the Board of Directors determines in its discretion that it is otherwise advantageous or appropriate to do so, the Board of Directors may cause the Trust to make the Final Distribution as a distribution in kind of beneficial interests in a trust (the “Liquidating Trust”), at such time as the Board of Directors deems appropriate in its discretion, substantially as follows:
(a) The Trust may create the Liquidating Trust under statutory or common law of Maryland or any other state of the United States and may transfer and assign all or substantially all of the remaining assets of the Trust of every sort whatsoever, including its unsold properties, assets, claims, contingent claims and causes of action, subject to all of their unsatisfied debts, liabilities and expenses, known or unknown, contingent or otherwise. From and after the date of such transfer and assignment of assets (subject to liabilities) to the Liquidating Trust, the Trust shall have no interest of any character in and to any such assets and all of such assets shall thereafter by held by the Liquidating Trust.
(b) Simultaneously with such transfer and assignment, shares of beneficial interest in the Liquidating Trust shall be deemed to be distributed to each holder of Shares, all of whom shall automatically and without any need for notice or presentment be deemed to hold corresponding shares of beneficial interest in the Liquidating Trust. Such deemed distribution of shares of beneficial interest shall constitute the Final Distribution of all of the assets of the Trust to its Stockholders under Section 8 of this Plan.
(c) The Liquidating Trust shall be constituted pursuant to a declaration of trust or other instrument governing the Liquidating Trust (the “Declaration of Trust of the Liquidating Trust”) in such form and contain such terms and conditions as the Board of Directors may approve in its discretion. Without limiting the generality of the foregoing, the Declaration of Trust of the Liquidating Trust shall provide: (i) that shares of beneficial interest in the Liquidating Trust shall not be transferable (except by will, intestate succession or operation of law); (ii) that beneficial interests in the Liquidating Trust will not be represented by certificates; (iii) that the Liquidating Trust will have a finite life and will terminate upon the earlier of the complete distribution of the trust corpus or a specified number of years from the date that the Trust’s assets were first transferred to it, subject to extensions of determinate duration; and (iv) that the Liquidating Trust may disclose annual financial statements, which need not be audited, to holders of its beneficial interests (which statements, if prepared and distributed, shall be filed under cover of Form 10-K under the Trust’s Commission file number to the extent the Liquidating Trust is eligible to do so) but need not prepare or distribute any quarterly financial statements.
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(d) The initial trustees of the Liquidating Trust shall be designated by the Board of Directors (and may include members of the Board of Directors).
(e) Approval of this Plan and the transactions contemplated hereby shall constitute the approval by the Stockholders of the transfer and assignment to the Liquidating Trust, the form and substance of the Declaration of Trust of the Liquidating Trust, as approved by the Board of Directors and the appointment of trustees designated by the Board of Directors.
10. Termination of Exchange Act Registration. Immediately prior to the transfer to the Liquidating Trust or at such other time as the Board of Directors considers appropriate, the Board of Directors and officers of the Trust are authorized to file a Form 15 (or take other appropriate action) to terminate the registration of the Shares under the Securities Exchange Act of 1934, as amended.
11. Tax Matters. This Plan is intended to accomplish the complete liquidation of the Trust in accordance with Section 331 of the Code and the Treasury regulations thereunder. This Plan shall be deemed to authorize all such action as, in the opinion of counsel for the Trust, may be necessary to comply with the provisions of Section 331 of the Code and the Treasury regulations thereunder.
12. Form 966. Within 30 days after the Effective Date, the proper officers of the Trust shall file Form 966 with the Internal Revenue Service, together with a certified copy of the Plan, as advised and approved by the Board and approved by the Stockholders. The Trust shall also file in due course all other tax (federal, state, local or otherwise) returns, certificates, documents and information required to be filed by reason of the complete liquidation of the Trust.
13. Interpretation; General Authority. The Board of Directors, the trustees of the Liquidating Trust, and such officers, managers, agents or other representatives as the Board of Directors or the trustees of the Liquidating Trust, as applicable, may authorize and direct are hereby authorized to interpret the provisions of the Plan and are hereby authorized and empowered to take such actions, to give such notices to creditors, stockholders and governmental entities, to make such filings with governmental entities and to execute such agreements, conveyances, assignments, transfers, certificates and other documents, as may, in their judgment, be necessary or desirable in order to wind-up expeditiously the affairs of the Trust and complete the dissolution and liquidation thereof, including, without limitation: (i) the execution of any contracts, deeds, assignments or other instruments necessary or appropriate to sell or otherwise dispose of, any and all property of the Trust or its subsidiaries or the Liquidating Trust, whether real or personal, tangible or intangible, (ii) the appointment of other persons to carry out any aspect of this Plan, and (iii) the temporary investment of funds in such medium as the Board of Directors or the trustees of the Liquidating Trust may deem appropriate. The death, resignation or other disability of any director or officer of the Trust or a trustee or officer of the Liquidating Trust shall not impair the authority of the surviving or remaining trustees, directors, or officers (or any persons appointed as substitutes therefor) to exercise any of the powers provided for in this Plan. Upon such death, resignation or other disability, the surviving or remaining trustees or directors shall have the authority to fill the vacancy or vacancies so created, but the failure to fill such vacancy or vacancies shall not impair the authority of the surviving or remaining trustees, directors or officers to exercise any of the powers provided for in this Plan.
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14. Director Compensation. The members of the Board of Directors shall continue to be entitled to receive compensation for their service as directors until the Final Distribution. The trustees of the Liquidating Trust shall also be entitled to receive compensation for their service as trustees of the Liquidating Trust.
15. Indemnification. The Trust shall reserve sufficient assets and/or obtain or maintain such insurance (including, without limitation, directors and officers insurance) as shall be necessary or advisable to provide the continued indemnification of the members of the Board of Directors, the trustees of the Liquidating Trust and officers, agents or other representatives of the Trust or the Liquidating Trust to the full extent provided by the charter of the Trust and the bylaws of the Trust, the Declaration of Trust of the Liquidating Trustor or any indemnification agreement in effect and applicable law. At the discretion of the Board of Directors and/or the trustees of the Liquidating Trust, as applicable, such insurance may include coverage for the periods after the effective date of the dissolution of the Trust, including periods after the termination of any Liquidating Trust.
16. Governing Law. The validity, interpretation and performance of this Plan shall be controlled by and construed under the laws of the State of Maryland.
17. Abandonment of Plan; Amendment. Until the filing of the Articles of Dissolution with the SDAT, the Board of Directors may withdraw and abandon this Plan for any reason (or no reason). Following approval of this Plan, and the transactions contemplated hereby, by the Stockholders, the Plan and such transactions may not be abandoned by the Trust except in accordance with applicable law. Notwithstanding approval of the Plan, and the transactions contemplated hereby, by the Stockholders, until the filing of the Articles of Dissolution with the SDAT, the Board of Directors or the trustees of the Liquidating Trust shall have the right to modify or amend this Plan without further action by or approval of the Stockholders to the extent permitted by applicable law.
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Exhibit 99.1
FREIT BOARD OF DIRECTORS APPROVES PLAN OF VOLUNTARY
LIQUIDATION TO MAXIMIZE
VALUE FOR STOCKHOLDERS
Current Estimate of Distributions to Stockholders is Approximately $24.44 to $30.03 Per Share;
Representing Significant Premium to Latest Closing Stock Price
HACKENSACK, NJ, May 14, 2026 – First Real Estate Investment Trust of New Jersey, Inc. (“FREIT” or the “Trust”) announced today that its Board of Directors (the “Board”) has unanimously approved a plan of voluntary liquidation, which provides for the voluntary liquidation and dissolution of the Trust by the sale, conveyance, transfer or disposition of all of the Trust’s assets (the “Plan”). FREIT intends to file a preliminary proxy statement with the Securities and Exchange Commission (“SEC”) describing the Plan. The Plan is subject to the approval of the Trust’s stockholders, and the Trust plans to convene a meeting of its stockholders in the Fall of 2026 to approve the Plan.
“After a diligent exploration of various strategic alternatives, the Board determined that the voluntary and orderly liquidation of the Trust’s assets is the most attractive path to maximizing stockholder value,” said Ronald Artinian, Chairman of the Board. “The Board and its advisors are focused on maximizing the value of our assets and we look forward to sharing additional details with stockholders.”
The Trust intends to return net proceeds from the sale of its assets to its stockholders when appropriate (in the Board’s discretion), subject to payment of (and the creation of reserves for) the Trust’s liabilities and obligations and the payment of expenses. The Trust has estimated that the net proceeds that will be distributed to the Trust’s stockholders over time in connection with the Plan, taking into account estimated transaction expenses and payment of liabilities, will be in the range of $24.44 per share to $30.03 per share, representing a significant premium to the closing stock price of $15.25 on May 13, 2026, the day prior to announcing the Plan.
“For almost seventy years, FREIT has delivered consistent and attractive returns for investors,” stated Robert S. Hekemian, Jr., Chief Executive Officer. “We are proud of the Company’s legacy and look forward to punctuating it by returning capital to stockholders in a favorable real estate environment. This structure allows for the acceleration of asset sales while establishing the most tax efficient manner for monetizing the Trust’s assets, to the benefit of our stockholders.”
FREIT’s current portfolio includes seven residential properties located in New Jersey and New York, five commercial properties located in New Jersey, and three parcels of vacant land located in New Jersey. FREIT will endeavor to complete the sale, conveyance, transfer or disposition of its assets within 24 months of the date of the adoption of the Plan by FREIT’s stockholders.
This estimate of the aggregate net proceeds to be distributed is subject to certain assumptions and other estimates, which will be described in the Trust’s proxy statement to be utilized in connection with a meeting of the Trust’s stockholders to be convened to approve the Plan. These assumptions and estimates may not prove to be accurate, which could cause the actual distributions to be less or more than this estimated range. In addition, the timing of the sales of the Trust’s assets and distributions is uncertain.
Jones Lang LaSalle Securities, LLC, an affiliate of Jones Lang LaSalle Americas, Inc., is acting as financial advisor to the Trust in connection with the Plan.
Additional Information and Where to Find It
This press release relates to the proposed liquidation and dissolution of FREIT, and may be deemed to be solicitation material in respect of the proposed transaction and proposed liquidation and dissolution. In connection with proposed liquidation and dissolution, FREIT will file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”), as well as other relevant materials. This press release is not a substitute for the Proxy Statement or for any other document that FREIT has filed or may file with the SEC or send to FREIT’s stockholders in connection with proposed liquidation and dissolution. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF FREIT ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED LIQUIDATION AND DISSOLUTION AND RELATED MATTERS. Investors and stockholders will be able to obtain copies of the Proxy Statement and other documents filed by FREIT with the SEC, free of charge, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by FREIT with the SEC will also be available, free of charge, on the investor relations page of FREIT’s website at www.freitnj.com. FREIT and its Directors and executive officers may be considered participants in the solicitation of proxies from FREIT’s stockholders with respect to proposed liquidation and dissolution under the rules of the SEC. Information about the Directors and executive officers of FREIT is set forth in FREIT’s annual report on Form 10-K for the fiscal year ended October 31, 2025 filed with the SEC and in other documents filed with the SEC. Additional information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Proxy Statement and other relevant materials to be filed with the SEC when they become available.
Forward-Looking and Cautionary Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,” “should,” “seek” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise and we may not be able to realize them. The following risks and uncertainties, among others, could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to: the possibility that FREIT’s stockholders do not approve the plan of voluntary liquidation; changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting to a liquidating trust; the occurrence of any event, change or other circumstances that could give rise to the termination of the plan of voluntary liquidation; industry and economic conditions; FREIT’s dependence upon its external manager to conduct its business and achieve its investment objectives; unknown liabilities acquired in connection with acquired properties or interests in real estate-related entities; general risks affecting the real estate industry and local real estate markets (including, without limitation, the market value of FREIT’s properties, potential illiquidity of FREIT’s remaining real estate investments, condemnations, and potential damage from natural disasters); the financial performance of FREIT’s tenants; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect FREIT and its major tenants; volatility and uncertainty in the financial markets, including potential fluctuations in the consumer price index; risks associated with FREIT’s failure to maintain status as a REIT under the Internal Revenue Code of 1986, as amended; and other additional risks discussed in FREIT’s annual report on Form 10-K for the fiscal year ended October 31, 2025 filed with the SEC. FREIT expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
First Real Estate Investment Trust of New Jersey, Inc. is a publicly traded (over-the-counter – symbol FREVS.) REIT organized in 1961. Its portfolio of residential and commercial properties is located in New Jersey and New York, with the largest concentration in Northern New Jersey.
For additional information contact Shareholder Relations at (201) 488-6400
Visit us on the web: www.freitnj.com
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