Form 8-K

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

Accession: 0001174947-26-000659

Filed: 2026-06-12

Period: 2026-06-12

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):

June 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 and amended as of May 12, 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 April 30, 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 June 12, 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: June 12, 2026

EXHIBIT INDEX

Exhibit

Number

Description

99.1

Press Release – Operating results for the fiscal quarter and six months ended April 30, 2026.

EX-99.1

Filename: ex99-1.htm · Sequence: 2

FREIT Announces Second Quarter Fiscal Year 2026

Results

Sales of Franklin Crossing for $27 Million and

Westwood Plaza for $28.8 Million Expected to Close during the Third Quarter of 2026 and in Early 2027, respectively

FREIT to Seek Stockholder Approval to

Adopt Previously Announced Plan of Voluntary Liquidation in the Fall of 2026; Estimate of Distributions to Stockholders in Range of

$24.44 to $30.03 Per Share

HACKENSACK, NJ, June 12, 2026 – First

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

the fiscal quarter ended April 30, 2026.

FINANCIAL HIGHLIGHTS & OPERATING STATISTICS

For the Fiscal Quarter Ended

For the Six Months Ended

April 30,

2026

2025

2026

2025

GAAP Earnings Per Share - Basic and Diluted

$0.08

$0.12

$0.21

$0.20

AFFO Per Share - Basic and Diluted

$0.16

$0.23

$0.37

$0.39

Dividends Per Share

$0.10

$0.08

$0.20

$0.16

Total Average Residential Occupancy

95.7%

97.1%

95.6%

96.9%

Total Average Commercial Occupancy

47.6%

48.2%

47.5%

48.2%

Second Quarter Financial Results

Total real estate

revenue increased 5.2% to approximately $7.6 million for the fiscal quarter ended April 30, 2026, compared to approximately $7.3 million

for the prior-year period. The increase was driven by a $111,000 increase in residential revenue from higher base rents, despite a decline

in average occupancy from 97.1% to 95.7%, and a $238,000 increase in commercial revenue.

Net income attributable

to common equity (“Net Income”) was approximately $0.6 million, or $0.08 per share (basic and diluted), for the fiscal quarter

ended April 30, 2026, compared to approximately $0.9 million, or $0.12 per share, for the prior-year period. The decrease was primarily

driven by higher operating and other expenses and lower investment income, partially offset by higher revenue.

(Refer to “Table

of Revenue & Net Income Components”)

Six Months Financial Results

Total real estate revenue increased 4.2% to approximately

$15.1 million for the six months ended April 30, 2026, compared to approximately $14.5 million for the prior-year period. The increase

was driven by a $303,000 increase in residential revenue from higher base rents, despite a modest decline in average occupancy from 96.9%

to 95.6%, and a $262,000 increase in commercial revenue.

Net income was approximately $1.6 million, or

$0.21 per share (basic and diluted), for the six months ended April 30, 2026, compared to approximately $1.5 million, or $0.20 per share,

in the prior-year period. The increase was driven by higher revenue, partially offset by higher

operating expenses and lower investment income.

(Refer to “Table of Revenue & Net Income

Components”)

Table of Revenue & Net Income Components

For the Fiscal Quarter Ended April 30,

For the Six Months Ended April 30,

2026

2025

Change

2026

2025

Change

(In Thousands Except Per Share Amounts)

Revenue:

Commercial properties

$ 2,083

$ 1,818

$ 265

$ 4,032

$ 3,724

$ 308

Residential properties

5,551

5,440

111

11,106

10,803

303

Total real estate revenues

7,634

7,258

376

15,138

14,527

611

Operating expenses:

Real estate operating expenses

3,821

3,465

356

7,511

7,201

310

General and administrative expenses

1,052

791

261

1,765

1,636

129

Depreciation

724

734

(10 )

1,445

1,457

(12 )

Total operating expenses

5,597

4,990

607

10,721

10,294

427

Financing costs

(1,800 )

(1,851 )

(3,661 )

(3,724 )

Investment income

265

350

(85 )

549

750

(201 )

(Loss) income on investment in tenancy-in-common

(68 )

(82 )

(69 )

(92 )

Net income

434

781

(347 )

1,236

1,282

(46 )

Net loss attributable to noncontrolling interests in subsidiaries

182

113

323

226

Net income attributable to common equity

$ 616

$ 894

$ (278 )

$ 1,559

$ 1,508

$ 51

Earnings per share:

Basic and diluted

$ 0.08

$ 0.12

$ (0.04 )

$ 0.21

$ 0.20

$ 0.01

Weighted average shares outstanding:

Basic and diluted

7,477

7,469

7,474

7,466

Segment Property Net Operating Income (“NOI”)

NOI for the

residential properties decreased to approximately $3,209,000 and increased to $6,423,000 for the fiscal quarter and six months ended April

30, 2026, respectively, from approximately $3,258,000 and $6,252,000 for the prior year’s comparable periods, respectively. NOI

for the commercial properties increased to approximately $605,000 and $1,214,000 for the fiscal quarter and six months ended April 30,

2026, respectively, from approximately $563,000 and $1,130,000 for the prior year’s comparable periods, respectively.

Purchase and Sale Agreements

On April 8,

2026, FREIT entered into an agreement with an affiliate of Regency Centers Corporation to sell its 100% interest in the Franklin Crossing

shopping center for $27.0 million. Closing is expected in the third quarter of 2026.

On May 26, 2026, FREIT entered into a purchase

and sale agreement with an affiliate of Regency Centers Corporation to sell its 100% interest in 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 expects to seek stockholder approval for the Plan at

a special meeting anticipated in the Fall of 2026. Upon effectiveness, the Company may dispose of all remaining assets without

further stockholder approval and may transfer such assets to a liquidating trust, with stockholders receiving cash and/or beneficial

interests, as determined by the Board. 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. 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.

Dividend

The Board of Directors declared a second quarter

dividend of $0.10 per share on the common stock to holders of record at the close of business on May 29, 2026. The payment date for the

dividend is June 12, 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 $9.6 million, was extended by the current lender of this loan, Valley

National Bank, for an additional 90 days from an initial maturity date of May 1, 2026 to a new maturity date of August 1, 2026 under the

same terms and conditions of the existing loan agreement.

On May 26, 2026, FREIT’s $13 million

line of credit has been replaced with a $20 million line of credit provided by Provident Bank secured by a mortgage on FREIT’s

Boulders 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.

We continue to work constructively with

ConnectOne Bank on an extension and modification of the $25 million loan secured by the Preakness shopping center in Wayne, New

Jersey. Importantly, the lender has agreed to extend the loan’s maturity date to August 1, 2026, on the same terms and

conditions as the existing loan, providing additional time to complete the process and supporting continued stability as the parties

finalize the terms of the proposed extension and modification.

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 April 30,

For the Six Months Ended April 30,

2026

2025

2026

2025

(In Thousands Except Per Share Amounts)

Funds From Operations ("FFO") (a)

$ 434

$ 781

$ 1,236

$ 1,282

Depreciation of consolidated properties

724

734

1,445

1,457

Amortization of deferred leasing costs

Distributions to non-controlling interests

(180 )(b)

(120 )(c)

(540 )(b)

(480 )(c)

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

393

367

785

732

FFO

$ 1,395

$ 1,781

$ 2,970

$ 3,036

Per Share - Basic and Diluted

$ 0.19

$ 0.24

$ 0.40

$ 0.41

(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 both the fiscal quarter and six months ended April 30, 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 $80,000 and $163,000 for the fiscal quarter and six months ended April 30, 2025, respectively, related to the sale of the Rotunda and Damascus properties located in Maryland in a prior year.

Adjusted Funds From Operations ("AFFO")

$ 1,395

$ 1,781

$ 2,970

$ 3,036

Deferred rents (Straight lining)

Capital Improvements - Apartments

(186 )

(126 )

(248 )

(203 )

AFFO

$ 1,210

$ 1,683

$ 2,732

$ 2,889

Per Share - Basic and Diluted

$ 0.16

$ 0.23

$ 0.37

$ 0.39

Weighted Average Shares Outstanding:

Basic and Diluted

7,477

7,469

7,474

7,466

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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