Cortland Partners, LLC entered into a Purchase and Sale Agreement to acquire 19 Property Portfolio from Elme Communities (NYSE:ELME) for $1.6 billion on August 1, 2025. A cash consideration of $1.61 billion will be paid by Cortland Partners, LLC. As part of consideration, $1.61 billion is paid towards assets of 19 Property Portfolio. In case of termination of transaction, Cortland Partners, LLC will pay a termination fee of $100 million and Elme Communities will pay a termination fee of $37.50 million. The Company intends to return net proceeds from the Portfolio Sale Transaction and other asset sales to Elme shareholders when appropriate and in the Board?s discretion, subject to payment of, and the creation of necessary reserves for, the Company?s liabilities and obligations and the payment of expenses. Elme intends for its common shares to continue to be listed on the New York Stock Exchange if shareholders approve the Portfolio Sale Transaction and Plan of Sale and Liquidation, the Company expects to voluntarily delist its common shares from the NYSE in order to reduce operating expenses and maximize liquidating distributions. The Trust obtained a commitment to provide debt financing in the original principal amount of $520 million which will be secured by substantially all of the Trust?s real estate assets and subsidiary equity interests that remain after the closing under the Purchase Agreement, pursuant to a commitment letter from Goldman Sachs Bank USA. Buyer will have on the Closing Date sufficient cash on hand to pay the Purchase Price and all related expenses required to be paid by Buyer and has executed commitment letter from Cortland Enhanced Value Fund VI, L.P. to provide Buyer with equity financing in the aggregate amounts set forth therein.

The Trust?s board of trustees has declared the Portfolio Sale Transaction advisable, recommended approval of the Portfolio Sale Transaction to the Trust?s shareholders, and unanimously approved the Purchase Agreement. The Purchase Agreement also provides that with respect to one property that is subject to certain regulatory notice requirements in the District of Colombia, the closing as to that property may, in certain circumstances, be delayed if such conditions to the closing of that property have not been met. The Portfolio Sale Transaction is not contingent on the receipt of financing by Cortland. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions including the receipt of approval from the Company?s shareholders. On October 30, 2025, Elme shareholders approved the sale.

Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider for Elme Communities and will receive a fee of $2 million for opinion rendered and $18.8 million towards advisory fee. Jones Lang LaSalle Securities, LLC acted as financial advisor for Elme Communities. Paul D. Manca and Elizabeth Banks of Hogan Lovells US LLP acted as legal advisor for Elme Communities. Evercore Inc. acted as financial advisor for Cortland Partners, LLC. Citigroup Global Markets Inc. acted as financial advisor for Cortland Partners, LLC. Morgan Stanley & Co. LLC acted as financial advisor for Cortland Partners, LLC. John D. Wilson, C. Spencer Johnson III and John M. Anderson, L. Wayne Pressgrove, R. Davis Powell, W. Todd Holleman of King & Spalding LLP acted as legal advisor for Cortland Partners, LLC. Joele Frank is serving as strategic communications advisor to Elme. Steven Seidman and Laura Delanoy of Willkie Farr & Gallagher LLP advised Goldman Sachs & Co. LLC as financial advisor to Elme Communities. Computershare Trust Company, National Association acted as transfer agent to Elme Communities. Sodali & Co acted as proxy solicitor to Elme Communities and will receive a fee of $0.025 million.

Cortland Partners, LLC completed the acquisition of 19 Property Portfolio from Elme Communities (NYSE:ELME) for $1.61 billion on November 12, 2025. The aggregate purchase price of $1.606 billion in cash, is subject to customary adjustments (the ?Portfolio Sale Transaction?). The properties include; Cascade at Landmark, 300 Yoakum Parkway, Alexandria, VA 22304; Clayborne, 820 South Columbus Street, Alexandria, VA 22314; Elme Alexandria, 205 Century Place, Alexandria, VA 22304; Bennett Park, 1601 Clarendon Boulevard, Arlington, VA 22209; Park Adams, 2000 N Adams Street, Arlington, VA 22201; The Maxwell, 4200 North Carlin Springs Road, Arlington, VA 22203; The Paramount, 1425 South Eads Street, Arlington, VA 22202; The Wellington, 1850 Columbia Pike, Arlington, VA 22204; Trove, 1201 South Ross St, Arlington, VA 22204; Roosevelt Towers, 500 North Roosevelt Boulevard, Falls Church, VA 22044; Elme Dulles, 13690 Legacy Circle, Herndon, VA 20171; Elme Herndon, 2511 Farmcrest Drive, Herndon, VA 20171; Elme Leesburg, 86 Heritage Way NE, Leesburg, VA 20176; Elme Manassas, 10519 Lariat Lane, Manassas, VA 20109; The Ashby at McLean, 1350 Beverly Road, McLean, VA 22101; Yale West, 443 New York Avenue NW, Washington, DC 20001; Elme Druid Hills, 2696 N Druid Hills Rd, Atlanta, GA 30329; Elme Cumberland, 8 Cumberland Way SE, Smyrna, GA 30080 and Elme Eagles Landing, 860 and 900 Rock Quarry Road, Stockbridge, GA 30281.

The completion of the portfolio sale follows the satisfaction of all conditions to closing.