424B3 1 ny20071015x3_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-295315

PROSPECTUS

$150,000,000

BRT APARTMENTS CORP.

Shares of Common Stock

Shares of Preferred Stock

Warrants

Subscription Rights

We may offer and sell, from time to time, together or separately, in one or more offerings, (i) shares of common stock, par value $0.01 per share, which we refer to herein as “common stock,” (ii) shares of preferred stock, 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 maximum aggregate 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 the securities. Each time we offer securities, we will provide a supplement to this prospectus that will contain more specific information about the terms of that offering, including the price at which those securities will be sold. We may 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.” Each prospectus 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 methods or through any other method provided in the applicable prospectus supplement. If any underwriters are involved in the sale of the securities, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. For additional information on the methods of sale of the securities, you should refer to the section entitled “Plan of Distribution” in this prospectus and to the corresponding section in the applicable prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free writing prospectus.

We are organized and conduct our operations so as to qualify as a real estate investment trust, or REIT, for federal income tax purposes. The specific terms of the securities may include limitations on actual, beneficial or constructive ownership and restrictions on the transfer of the securities that may be appropriate to preserve our status as a REIT.

Investing in our securities involves substantial risks. See “Risk Factors” on page 6 of this prospectus, as well as the “Risk Factors” incorporated by reference herein from our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and other reports and information that we file with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 4, 2026


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
WHO WE ARE			3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
RISK FACTORS			6
USE OF PROCEEDS			9
DESCRIPTION OF STOCK			10
DESCRIPTION OF WARRANTS			14
DESCRIPTION OF SUBSCRIPTION RIGHTS			15
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS			16
LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS			20
FEDERAL INCOME TAX CONSIDERATIONS			22
IMPORTANCE OF OBTAINING PROFESSIONAL TAX ADVICE			42
PLAN OF DISTRIBUTION			43
LEGAL MATTERS			45
EXPERTS			45

SEC Form 424B3 filed by BRT Apartments Corp. (MD)