BRT房地产信托美股招股说明书(2026-05-04版)

BRT APARTMENTS CORP. Shares of Common StockShares of Preferred StockWarrantsSubscription Rights We may offer and sell, from time to time, together or separately, in one or more offerings, (i) shares ofcommon stock, par value $0.01 per share, which we refer to herein as “common stock,” (ii) shares of preferredstock, par value $0.01 per share, which we may issue in one or more series and which we refer to herein as“preferred stock,” (iii) warrants to purchase our equity securities and (iv) subscription rights, up to a maximumaggregate offering price of $150,000,000. We will offer our securities in amounts, at prices and on the terms to be determined at the time we offer thesecurities. Each time we offer securities, we will provide a supplement to this prospectus that will contain morespecific information about the terms of that offering, including the price at which those securities will be sold. Wemay also add, update or change in the prospectus supplement any of the information contained in this prospectus.Our common stock is listed for trading on the New York Stock Exchange under the trading symbol “BRT.” Eachprospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange. The securities may be offered on a delayed or continuous basis and may be offered and sold directly by us,through agents, underwriters or dealers as designated from time to time, through a combination of these methodsor through any other method provided in the applicable prospectus supplement. If any underwriters are involvedin the sale of the securities, the names of such underwriters and any applicable commissions or discounts will beset forth in a prospectus supplement. For additional information on the methods of sale of the securities, youshould refer to the section entitled “Plan of Distribution” in this prospectus and to the corresponding section inthe applicable prospectus supplement. You should read this prospectus and the applicable prospectus supplementcarefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement or afree writing prospectus. We are organized and conduct our operations so as to qualify as a real estate investment trust, or REIT, forfederal income tax purposes. The specific terms of the securities may include limitations on actual, beneficial orconstructive ownership and restrictions on the transfer of the securities that may be appropriate to preserve ourstatus as a REIT. Investing in our securities involves substantial risks. See “Risk Factors” on page6of this prospectus,as well as the “Risk Factors” incorporated by reference herein from our most recent Annual Report onForm10-K, our Quarterly Reports on Form10-Q and other reports and information that we file with theSecurities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2WHO WE ARE3SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS4RISK FACTORS6USE OF PROCEEDS9DESCRIPTION OF STOCK10DESCRIPTION OF WARRANTS14DESCRIPTION OF SUBSCRIPTION RIGHTS15CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS16LIMITATIONOF LIABILITYAND INDEMNIFICATION OF DIRECTORS AND OFFICERS20FEDERAL INCOME TAX CONSIDERATIONS22IMPORTANCE OF OBTAINING PROFESSIONAL TAX ADVICE42PLAN OF DISTRIBUTION43LEGAL MATTERS45EXPERTS45 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the United States Securities and ExchangeCommission (the “SEC”), utilizing a “shelf” registration process, which allows us to sell the securities covered bythis prospectus from time to time, together or separately, in one or more offerings up to an aggregate public offeringprice of $150,000,000. This prospectus only provides you with a general description of the securities we may offer. Each time we sellsecurities, we will provide a supplement to this prospectus that will contain specific information about the terms ofthat offering, including the number of securities, and the price at which, and the specific manner in which, thosesecurities may be offered and sold. The prospectus supplement may also add to, update or change informationcontained in this prospectus. Before purchasing any securities, you should carefully read both this prospectus andany supplement, together with additional information described under the heading “Where You Can Find MoreInformation.” You should rely only on the information contained or incorporated by reference in this prospectus and anyprospectus supplement or amendment. We have not authorized any other person to provide you information differentfrom that contained in this prospectus or incorporated