Form 8-K

8-K — FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.

Accession: 0001174947-26-000856

Filed: 2026-09-11

Period: 2026-09-11

CIK: 0000036840

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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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 11, 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 and amended as of May 13, 2026) 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

☐

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 2.02 Results of Operations and Financial Condition

OPERATING RESULTS

The registrant has released its operating results

for the fiscal quarter ended July 31, 2026. The Press Release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Registrant’s press release dated September 11, 2026

The statements in this report,

which relate to future earnings or performance, are forward-looking. Actual results may differ materially and be adversely affected by

such factors as market and economic conditions, longer than anticipated lease-up periods or the inability of certain tenants to pay rents.

Additional information about these factors is contained in the Company’s filings with the SEC including the Company’s most

recently filed reports on Form 10-K and Form 10-Q.

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: September 11, 2026

EXHIBIT INDEX

Exhibit

Number

Description

99.1

Press Release – Operating results for the fiscal quarter and nine months ended July 31,

2026.

EX-99.1

Filename: ex99-1.htm · Sequence: 2

FREIT Announces Third Quarter Fiscal Year 2026 Results

HACKENSACK, NJ, September 11, 2026 –

First Real Estate Investment Trust of New Jersey, Inc. (“FREIT” or the “Company”) announced its operating results

for the fiscal quarter ended July 31, 2026.

FINANCIAL HIGHLIGHTS & OPERATING STATISTICS

For the Fiscal Quarter Ended

For the Nine Months Ended

July 31,

2026

2025

2026

2025

GAAP Earnings Per Share - Basic and Diluted

$2.69

$0.12

$2.90

$0.32

AFFO Per Share - Basic and Diluted

$0.14

$0.23

$0.51

$0.62

Dividends Per Share

$0.10

$0.30

$0.26

Total Average Residential Occupancy

96.3%

96.9%

95.8%

96.9%

Total Average Commercial Occupancy *

41.7%

39.2%

39.6%

39.5%

* Average occupancy rate excludes the Franklin Crossing shopping center from all periods presented as the property was sold in the fiscal quarter ended July 31, 2026.

Third Quarter Financial Results

Total

real estate revenue increased 4.0% to approximately $7.5 million for the fiscal quarter ended July 31, 2026, compared to approximately

$7.2 million for the prior-year period. The increase was driven by an increase of approximately $230,000 in residential revenue from higher

base rents, despite a slight decline in average occupancy from 96.9% to 96.3%, and an increase of approximately $70,000 in commercial

revenue.

Net

income attributable to common equity (“Net Income”) was approximately $20.2 million, or $2.69 per share, for the fiscal quarter

ended July 31, 2026, compared to approximately $0.9 million, or $0.12 per share, for the prior-year period. The increase was primarily

driven by the net gain on sale of the Franklin Crossing shopping center which was sold on July 8, 2026.

(Refer

to “Table of Revenue & Net Income Components”)

Nine Months Financial Results

Total real estate revenue increased 4.2% to

approximately $22.7 million for the nine months ended July 31, 2026, compared to approximately $21.8 million for the prior-year period.

The increase was driven by an increase of approximately $530,000 in residential revenue from higher base rents, despite a modest decline

in average occupancy from 96.9% to 95.8%, and an increase of approximately $380,000 in commercial revenue primarily driven by additional

rent from TJ Maxx at the Westwood Plaza shopping center following the expiration of its co-tenancy clause.

Net Income was approximately $21.7 million,

or $2.90 per share, for the nine months ended July 31, 2026, compared to approximately $2.4 million, or $0.32 per share, in the prior-year

period. The increase was primarily driven by the net gain on sale of the Franklin Crossing shopping center.

(Refer to “Table of Revenue & Net

Income Components”)

Table of Revenue & Net Income Components

For the Fiscal Quarter Ended July 31,

For the Nine Months Ended July 31,

2026

2025

Change

2026

2025

Change

(In Thousands Except Per Share Amounts)

Revenue:

Commercial properties

$ 1,846

$ 1,778

$ 68

$ 5,878

$ 5,502

$ 376

Residential properties

5,691

5,466

225

16,797

16,269

528

Total real estate revenues

7,537

7,244

293

22,675

21,771

904

Operating expenses:

Real estate operating expenses

3,646

3,602

11,157

10,803

354

General and administrative expenses

1,376

624

752

3,141

2,260

881

Depreciation

681

738

(57 )

2,126

2,195

(69 )

Total operating expenses

5,703

4,964

739

16,424

15,258

1,166

Financing costs

(1,973 )

(1,808 )

(165 )

(5,634 )

(5,532 )

(102 )

Investment income

297

303

(6 )

846

1,053

(207 )

Loss on investment in tenancy-in-common

(37 )

(36 )

(1 )

(106 )

(13 )

(93 )

Net gain on sale of property

19,825

—

19,825

—

19,825

Net income

19,946

739

19,207

21,182

2,021

19,161

Net loss attributable to noncontrolling interests in subsidiaries

215

140

538

366

172

Net income attributable to common equity

$ 20,161

$ 879

$ 19,282

$ 21,720

$ 2,387

$ 19,333

Earnings per share:

Basic and diluted

$ 2.69

$ 0.12

$ 2.57

$ 2.90

$ 0.32

$ 2.58

Weighted average shares outstanding:

Basic and diluted

7,482

7,471

7,477

7,468

Segment Same Property Net Operating Income

(“NOI”)

NOI

for the residential properties increased to approximately $3,292,000 and $9,715,000 for the fiscal quarter and nine months ended July

31, 2026, respectively, from approximately $3,137,000 and $9,389,000 for the prior year’s comparable periods, respectively. Same

property NOI for the commercial properties increased to approximately $239,000 and $574,000 for the fiscal quarter and nine months ended

July 31, 2026, respectively, from approximately $97,000 and $319,000 for the prior year’s comparable periods, respectively.

Purchase and Sale Agreements

On July 8, 2026, FREIT consummated the sale

of the Franklin Crossing shopping center with an affiliate of Regency Centers Corporation for a purchase price of $27.0 million, resulting

in net proceeds of approximately $25.4 million and a net gain of approximately $19.8 million.

On May 26, 2026, FREIT entered into a purchase

and sale agreement with an affiliate of Regency Centers Corporation to sell the Westwood Plaza shopping center for $28.8 million. The

purchaser is in the initial due diligence period and this transaction is expected to close in early 2027.

Adoption of Plan of Voluntary Liquidation

On May 12, 2026, FREIT’s Board unanimously

approved a Plan of Voluntary Liquidation (the “Plan”), which provides for the Company’s complete liquidation and dissolution

under applicable tax and Maryland law. The Company will seek stockholder approval for the Plan at a special meeting scheduled to be held

on September 29, 2026. Upon effectiveness, the Company may dispose of the assets without further stockholder approval or transfer the

remaining assets to a liquidating trust, with stockholders receiving cash and/or beneficial interests in the trust, as determined by the

Board. FREIT has estimated that the net proceeds that will be distributed to FREIT'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.

Jones Lang LaSalle Securities, LLC, an affiliate of Jones Lang LaSalle Americas, Inc., is acting as financial advisor to the Company in

connection with the Plan.

Dividend

The Board of Directors declared a third quarter

dividend of $0.10 per share on the common stock to holders of record at the close of business on August 31, 2026. The payment date for

the dividend is September 14, 2026. The Board of Directors will continue to evaluate the dividend on a quarterly basis.

Financing Update

The loan on the Westwood Plaza shopping center,

located in Westwood, New Jersey with a balance of approximately $9.5 million, was extended by the current lender of this loan, Valley

National Bank, for an additional 90 days from August 1, 2026 to a new maturity date of November 1, 2026 under the same terms and conditions

of the existing loan agreement.

On May 26, 2026, FREIT’s $13 million line

of credit was replaced with a $20 million line of credit provided by Provident Bank and secured by a mortgage on FREIT’s Boulders

apartment property in Rockaway, New Jersey. Draws against this credit line can be used for working capital needs and standby letters of

credit. The line of credit will expire on October 31, 2029 and the interest rate on any amount outstanding will be based on a floating

interest rate of prime minus 25 basis points with a floor of 6.75%. To date, the line of credit remains undrawn, providing full availability

of $20 million.

Effective June 22, 2026, Wayne PSC entered into

a loan extension and modification agreement with ConnectOne Bank and paid down this loan, secured by the Preakness shopping center, by

approximately $5 million, reducing the outstanding balance to $20 million. Under the terms and conditions of this loan extension and modification,

the maturity date of this loan is extended for five years to July 1, 2031, the interest rate on the outstanding debt is based on a fixed

interest rate of 6.875% and monthly principal and interest payments of approximately $141,061 are required. Additionally, Wayne PSC replenished

its interest reserve escrow account by $1,145,139, increasing the balance in this account from $404,861 to $1,550,000.

On August 31, 2026, Westwood Hills, LLC refinanced

its mortgage, secured by an apartment building located in Westwood, New Jersey, in the amount of approximately $24,541,000 (which would

have matured on September 1, 2026) with a new lender, ConnectOne Bank, in the amount of $25,000,000. This loan is based on a fixed interest

rate of 6.28% and is interest only for the first three years of the term with monthly installments thereafter of approximately $131,000

each month through October 1, 2029. Commencing on November 1, 2029, monthly installments of principal plus interest totaling approximately

$162,000 are required each month until September 1, 2031 at which time the unpaid balance is due.

Funds From Operations

Funds From

Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”).

FREIT does not include distributions from equity/debt/capital gain sources in its computation of FFO. Although many consider FFO the standard

measurement of a REIT’s performance, FREIT supplements the NAREIT computation to include other adjustments to GAAP net income, which

are not considered by management to be the primary

drivers of its decision-making process. These adjustments are straight-line rents and

recurring capital improvements on FREIT’s residential apartments.

The modified FFO computation is referred to

as Adjusted Funds From Operations (“AFFO”). FREIT believes that AFFO is a superior measure of its operating performance.

FREIT computes FFO and AFFO as follows:

For the Fiscal Quarter Ended July 31,

For the Nine Months Ended July 31,

2026

2025

2026

2025

(In Thousands Except Per Share Amounts)

Funds From Operations ("FFO") (a)

Net income

$ 19,946

$ 739

$ 21,182

$ 2,021

Net gain on sale of property

(19,825 )

—

(19,825 )

—

Depreciation of consolidated properties

681

738

2,126

2,195

Amortization of deferred leasing costs

Distributions to non-controlling interests

—

— (c)

(540 )(b)

(480 )(c)

Adjustment to loss on investment in tenancy-in-common for depreciation

395

368

1,180

1,100

FFO

$ 1,218

$ 1,867

$ 4,188

$ 4,903

Per Share - Basic and Diluted

$ 0.16

$ 0.25

$ 0.56

$ 0.66

(a) As prescribed by NAREIT.

(b) FFO excludes the additional distribution of proceeds to non-controlling interests in the amount of approximately $15,000 for the nine months ended July 31, 2026 related to the sale of the Rotunda property located in Maryland in a prior year.

(c) FFO excludes the additional distribution of proceeds to non-controlling interests in the amount of approximately $2,000 and $165,000 for the fiscal quarter and nine months ended July 31, 2025, respectively, related to the sale of the Rotunda and Damascus properties located in Maryland in a prior year.

Adjusted Funds From Operations ("AFFO")

FFO

$ 1,218

$ 1,867

$ 4,188

$ 4,903

Deferred rents (Straight lining)

(4 )

Capital Improvements - Apartments

(141 )

(154 )

(389 )

(357 )

AFFO

$ 1,073

$ 1,740

$ 3,805

$ 4,629

Per Share - Basic and Diluted

$ 0.14

$ 0.23

$ 0.51

$ 0.62

Weighted Average Shares Outstanding:

Basic and Diluted

7,482

7,471

7,477

7,468

FFO and AFFO do not represent cash generated

from operating activities in accordance with accounting principles generally accepted in the United States of America and therefore should

not be considered a substitute for net income as a measure of results of operations or for cash flow from operations as a measure of liquidity.

Additionally, the application and calculation of FFO and AFFO by other REITs may vary materially from that of FREIT, and therefore FREIT’s

FFO and AFFO may not be directly comparable to those of other REITs.

The statements in this report, which relate

to future earnings or performance, are forward-looking. Actual results may differ materially and be adversely affected by such factors

as market and economic conditions, longer than anticipated lease-up periods or the inability of certain tenants to pay rents. Additional

information about these factors is contained in the Company’s filings with the SEC including the Company’s most recently filed

reports on Form 10-K and Form 10-Q.

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 Investor

Relations at (201) 488-6400.

Visit us on the web: www.freitnj.com

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Entity File Number

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FIRST REAL ESTATE

INVESTMENT TRUST OF NEW JERSEY, INC.

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