{"url_path":"/sec/frevs/proxy/2026-05-14/000117494726000602","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/36840/0001174947-26-000602-index.html","accession_number":"0001174947-26-000602","cik":"0000036840","ticker":"FREVS","issuer_name":"FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/36840/0001174947-26-000602-index.html","primary_entity_key":"0000036840","primary_entity_name":"FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC."},"word_count":2113,"has_tables":true,"body_markdown":"DEFA14A\n1\nform8k-35913_frevs.htm\nDEFA14A\n\nFREVS\n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\n \n\n**FORM 8-K**\n\nCURRENT REPORT\n\n \n\nPursuant to Section 13 or 15 (d) of the\n\nSecurities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported):\n\nMay 12, 2026\n\nFIRST REAL ESTATE\nINVESTMENT TRUST OF NEW JERSEY, INC.\n\n(Exact name of registrant as specified in\ncharter)\n\nMaryland\n000-25043\n22-1697095\n\n(State or other\njurisdiction of incorporation)\n(Commission\n\nFile Number)\n(IRS\nEmployer\n\nIdentification No.)\n\n 505 Main\nStreet, Suite 400, Hackensack, New Jersey\n07601\n\n(Address of principal executive offices)\n(Zip Code)\n\n \n \n \n \n\n \n\nRegistrant’s telephone number, including area\ncode: (201) 488-6400\n\n \n\n \n\n(Former name or former address, if changed since last\nreport)\n\n \n\nCheck the appropriate box below if the Form 8-K filing\nis intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction\nA.2. below):\n\n \n\n☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))\n\n \n\n \n\n \n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\nTrading Symbol(s)\nName of each exchange on which registered\n\nCommon stock, par value $0.01 per share\nFREVS\nOTC Pink Limited\nMarket\n\nPreferred Stock Purchase Rights (1)\n \n \n\n \n\n(1)Registered pursuant to Section 12 (b) of the\nAct pursuant to a [form 8-A filed by the registrant on August 3, 2023](http://www.sec.gov/Archives/edgar/data/36840/000117494723000975/form8a12b-30580_frevs.htm). Until the Distribution Date (as defined in the registrant’s\n[Stockholder Rights Agreement dated July 31, 2023](http://www.sec.gov/Archives/edgar/data/36840/000117494723000975/ex4-1.htm)) the Preferred Stock Purchase Rights will be transferred with and only with the shares\nof the registrant’s Common Stock to which the Preferred Stock Purchase Rights are attached.\n\n \n\nIndicate by check mark whether the registrant is an emerging growth company\nas 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\n(§240.12b-2 of this chapter).\n\nEmerging growth company\n☐\n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n2 \n\n \n\n** **\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\n*Third Amendment to Management Agreement*\n\n** **\n\nOn May 13, 2026, First Real Estate Investment Trust of New Jersey,\nInc. (the “Company” or “FREIT”) entered into a Third Amendment to the Management Agreement dated November 1, 2001\nbetween the Company and Hekemian & Company, Inc. (“Hekemian & Co.”), the external manager of the Company. The Third\nAmendment provides that upon the closing of any sale or other disposition of the Company’s entire direct or indirect interest in\neach property managed by Hekemian & Co, including sales or dispositions of a managed property in furtherance of the Plan of Voluntary\nLiquidation discussed in Item 8.01 below, the Management Agreement shall automatically terminate with respect to such property and the\nCompany shall pay to Hekemian & Co. (a) any and all commissions and fees for management services and reimbursement required to be\npaid by the Company pursuant to the Management Agreement in respect of the applicable property up to the termination date, calculated\non 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\npercentage ownership interest in such property times (y) 2.5 times (z) one (1) year’s Base Management Fee in respect of such property.\nThe Base Management Fee is computed by dividing the annual base management fee allocable to the applicable property paid by the Company\nto Hekemian & Co. over the immediately prior three (3) fiscal years prior to such termination by three (3).\n\n \n\nUpon the closing of any sale or other disposition of the Company’s\nentire direct or indirect interest in a managed property, including sales or dispositions in furtherance of the Plan of Voluntary Liquidation\ndiscussed 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.\nIn the event a property is not wholly owned, directly or indirectly, by the Company, the sales fee payable to Hekemian & Co. shall\nonly be payable in respect of the Company’s percentage ownership share of the applicable property.\n\n* *\n\n*Incentive Compensation Arrangement*\n\n \n\nTo provide an incentive to Robert S. Hekemian, Jr., Chief Executive\nOfficer, President and a director of the Trust, to facilitate the timely sale of the Trust’s properties, the Board of Directors\nhas approved an incentive compensation arrangement that will entitle Mr. Hekemian to a $1,000,000 cash bonus if the Trust sells and/or\nenters into contracts to sell all of its real properties within 18 months after the approval of the Plan of Liquidation discussed in Item\n8.01 below by the Trust’s stockholders and receives aggregate gross proceeds from such sales in excess of $319.9 million. To receive\nthe bonus, the sale of all of the Trust’s properties must close.\n\n \n\n**Item 8.01 Other Events**\n\n \n\n*Approval of Plan of Voluntary Liquidation*\n\n* *\n\nOn May 12, 2026, the Board of Directors of the Company unanimously\ndetermined advisable and approved a Plan of Voluntary Liquidation (the “Plan of Voluntary Liquidation”). The Plan of Voluntary\nLiquidation provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section\n346(a) of the Internal Revenue Code of 1986, as amended, and the Maryland General Corporation Law. Effectiveness of the Plan of Voluntary\nLiquidation is subject to approval by the affirmative vote of the holders of Common Stock entitled to cast a majority of all the votes\nentitled to be cast on the matter. FREIT currently anticipates that the Plan of Voluntary Liquidation will be submitted for stockholder\napproval at a special meeting of the stockholders, expected to occur in the Fall of 2026.\n\n \n\n \n\n \n\nUpon the effectiveness of the Plan of Voluntary Liquidation and pursuant\nthereto, the Company is authorized to sell, convey, transfer and deliver or otherwise dispose of, or cause its subsidiaries to sell, convey,\ntransfer and deliver or otherwise dispose, all of their remaining assets, without further approval of the stockholders. The Plan of Voluntary\nLiquidation further provides that upon a determination of the Board, the Company may transfer and assign any remaining assets of the Company\nand its subsidiaries to a liquidating trust (a “Liquidating Trust”), subject to the terms of the Plan of Voluntary Liquidation,\nand the Board may cause the Company to make the final distribution to the Company’s stockholders as a distribution in kind of beneficial\ninterests in the Liquidating Trust, at such time as the Board deems appropriate or advantageous in its discretion.\n\n \n\nThe Plan of Voluntary Liquidation is attached hereto as Exhibit 2.1.\n\n \n\n \n\n**Forward-Looking Statements**\n\n** **\n\nThis current report on Form 8-K may contain forward-looking statements\nwithin the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements\ncan be identified by the use of words such as “expect,” “plan,” “will,” “estimate,” “project,”\n“intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,”\n“should,” “seek” or the negative of these words and phrases or similar words or phrases that are predictions of\nor indicate future events or trends and that do not relate to historical matters. You can also identify forward-looking statements by\ndiscussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and\nuncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or\nmethods which may be incorrect or imprecise, and we may not be able to realize them. The following risks and uncertainties, among others,\ncould cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not\nlimited to: the possibility that FREIT’s stockholders do not approve the Plan of Voluntary Liquidation; changes in the amount and\ntiming of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated\nclosings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting to a liquidating trust;;\nthe occurrence of any event, change or other circumstances that could give rise to the termination of the Plan of Voluntary Liquidation;\nindustry and economic conditions; the Company’s dependence upon its external manager to conduct its business and achieve its investment\nobjectives; unknown liabilities acquired in connection with acquired properties or interests in real estate-related entities; general\nrisks affecting the real estate industry and local real estate markets (including, without limitation, the market value of the Company’s\nproperties, potential illiquidity of the Company’s remaining real estate investments, condemnations, and potential damage from natural\ndisasters); the financial performance of the Company’s tenants; the impact of any financial, accounting, legal or regulatory issues\nor litigation that may affect the Company and its major tenants; volatility and uncertainty in the financial markets, including potential\nfluctuations in the consumer price index; risks associated with the Company’s failure to maintain status as a REIT under the Internal\nRevenue Code of 1986, as amended; and other additional risks discussed in the Company’s annual report on Form 10-K for the fiscal\nyear ended October 31, 2025 or and subsequent Quarterly Reports on Form 10-Q and other documents FREIT files from time to time with the\nSEC. The Company expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information,\nfuture events or otherwise, except as required by law.\n\n \n\nIn addition, our current and continuing qualification as a real estate\ninvestment trust involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended,\nand depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels\nand diversity of stock ownership.\n\n \n\n \n\n**Additional Information and Where to Find It**\n\n** **\n\nThis communication relates to the proposed plan of voluntary liquidation\nof FREIT, and may be deemed to be solicitation material. In connection with the Plan of Voluntary Liquidation, FREIT intends to file a\nproxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). The Proxy Statement\nwill be sent to all stockholders of FREIT. FREIT will also file other documents regarding the Plan of Voluntary Liquidation with the SEC.\nBEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF FREIT ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS\nOR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH\nTHE PLAN OF VOLUNTARY LIQUIDATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PLAN OF VOLUNTARY\nLIQUIDATION.\n\n \n\n \n\n \n\nInvestors and stockholders of FREIT may obtain copies of the Proxy\nStatement and other documents that are filed or will be filed by FREIT with the SEC, free of charge, through the website maintained by\nthe 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\nwebsite at https://freitnj.com/investor-relations/.\n\n \n\n**Participants in the Solicitation**\n\n \n\nFREIT, certain of its directors, executive\nofficers and other employees may be deemed to be participants in the solicitation of proxies from FREIT’s stockholders in connection\nwith the proposed Plan of Voluntary Liquidation. Information about FREITS directors and executive officers and their ownership of FREIT’s\ncommon 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\nFREIT’s securities have changed since the amounts reported in Annual Report on Form 8-K, such changes have been or will be reflected\non Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those\npersons and other persons who may be deemed participants in the proposed Plan of Voluntary Liquidation may be obtained by reading the\nProxy Statement regarding the proposed Plan of Voluntary Liquidation when it becomes available. You may obtain free copies of these documents\nusing the sources indicated above.\n\n \n\n \n\n**Item 9.01 Financial Statements and Exhibits**\n\n \n\n(d) Exhibits\n\n \n\n[2.1 Plan of Voluntary Liquidation](ex2-1.htm)\n\n \n\n[99.1 Press release dated May 14, 2026 ](ex99-1.htm)\n\n \n\n \n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned\nhereunto duly authorized.\n\n \nFIRST REAL ESTATE INVESTMENT\n\nTRUST OF NEW JERSEY, INC.\n\n \n(Registrant)\n\n \n \n\n \n \n\n \nBy:\n/s/ Robert S. Hekemian, Jr.\n\n \n \nRobert S. Hekemian, Jr.\n\n \n \nPresident and Chief Executive Officer\n\n \n\nDate: May 14, 2026"}