(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF1934For the fiscal year endedDecember31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission file number001-31568 New England Realty Associates Limited Partnership(Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (232.405 of this chapter) during the preceding 12months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of RegulationS-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated byreference in PartIII of this Form10-K or any amendments to this Form10-K☒Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☒Non-accelerated Filer☐Smaller reporting company☒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 Section13(a)of the ExchangeAct.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐ Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate by a check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§ 240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐ No☒ At June30, 2023, the aggregate market value of the registrant’s securities held by non-affiliates of the registrant was$141,482,628based on the closing price of the registrant’s traded securities on the NYSE MKT Exchange on such date. For thiscomputation, the Registrant has excluded the market value of all Depositary Receipts reported as beneficially owned by executiveofficers and directors of the General Partner of the Registrant; such exclusion shall not be deemed to constitute an admission thatany such person is an affiliate of the Registrant. NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP TABLE OF CONTENTS PART I Item1.Business3Item1A.Risk Factors8Item1B.Unresolved Staff Comments13Item1C.Cybersecurity13Item2.Properties15Item3.Legal Proceedings23Item4.Mine Safety Disclosure23PART IIItem5.Market for the Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities23Item6.Reserved25Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations26Item7A.Quantitative and Qualitative Disclosures About Market Risk42Item8.Consolidated Financial Statements and Supplementary Data42Item9.Changes In and Disagreements With Accountants on Accounting and FinancialDisclosure42Item9A.Controls and Procedures42Item9B.Other Information43Item9C.Disclosure Regarding Foreign Jurisdiction That Prevent Inspections43PART IIIItem10.Directors, Executive Officers and Corporate Governance43Item11.Executive Compensation47Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters48Item13.Certain Relationships and Related Transactions, and Director Independence50Item14.Principal Accounting Fees and Services51PART IVItem15.Exhibits and Financial Statement Schedules52Item 16.Form 10-K Summary52Exhibit IndexS-1SIGNATURESS-6 NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP PARTI ITEM 1. BUSINESS General New England Realty Associates Lim