UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~April~~May 1730, 2025

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

Massachusetts	001-31568	04-2619298

(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

39 Brighton Avenue, Allston, Massachusetts	02134

(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (617) 783-0039

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
CLASS A LIMITED PARTNERSHIP UNITS		NEN		NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as 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 (§240.12b-2 of this chapter).

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 Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

~~Entry~~On ~~into~~May 30, 2025, New England Realty Associates Limited Partnership, a ~~Material~~Massachusetts ~~Definitive~~Limited Partnership (the “Partnership”), entered into two separate amendments (collectively, the “Amendments”) to the Master Credit Facility Agreement., dated as of November 30, 2021 (as previously amended, supplemented, or otherwise modified, the “Facility”) with KeyBank National Association (“KeyBank”).

OnPursuant ~~April~~to ~~15, 2025, New England Realty Associates Limited Partnership (~~the ~~“Company”)~~first ~~entered~~amendment, ~~into a Purchase and Sale Agreement (the "Purchase Agreement") to cause its wholly-owned~~KeyBank ~~subsidiaries~~agreed to ~~purchase~~provide athe ~~multifamily~~Partnership ~~and~~with ~~commercial~~an ~~real~~advance ~~property~~in ~~located~~the atamount ~~49-51-53-55~~of ~~Hill Road, 10-12-22-24 Vale Road and 7-45 Hill Road, 10-16 Pond Street, 18-24 Pond Street, 26-32 Pond Street, 34-~~$40 ~~Pond Street~~, ~~66-72 Pond Street~~000, ~~74-80 Pond Street~~000, ~~6-8~~at ~~Pond~~a ~~Street, 13-19~~fixed ~~Pond~~interest ~~Street,~~rate ~~14-20~~of ~~Hill~~5.99%. ~~Road,~~The ~~22-28~~Partnership’s ~~Hill~~obligations ~~Road,~~under ~~30-36 Hill Road, 38-44 Hill Road, 46-52 Hill Road, 42-48 Pond Street, 45-51 Pond~~the ~~Street,~~Amendments ~~50-56 Pond Street, 53-59 Pond Street, 58-64 Pond Street, 21-27 Pond Street, 29-35 Pond Street,~~ and ~~37-43 Pond Street (~~the ~~“Hill Estates Properties”)~~Facility, ~~together~~including ~~with~~the ~~commercial~~above ~~properties located at 1 Vale Road (aka 4 Vale Road)~~advances, 4are ~~Hill~~secured ~~Road~~by ~~and~~mortgages 55on ~~Brighton Street.~~certain ~~In addition, the Company is also buying two non-contiguous commercial~~ properties ~~located~~pursuant atto 26certain ~~Brighton Avenue~~Mortgage, ~~and 90 Concord~~ ~~Avenue,~~Assignment ~~Belmont,~~of ~~Middlesex~~Leases ~~County, Massachusetts (the “Off Campus Properties”) from Oak Realty~~ and ~~Service~~Rents ~~Company, LLC, Vale Realty~~ and ~~Service~~Security ~~Company,~~Agreement ~~LLC~~ and ~~Digiovanni~~Fixture ~~Bros.,~~Filings ~~Inc.~~ (~~collectively, the~~ “~~Seller~~Mortgages”).

~~The~~Pursuant ~~property~~to ~~consists~~the ofsecond ~~391 residential condominium units within twenty-eight (28) buildings known as Hill Estates~~amendment, athe ~~two-story~~Bank ~~maintenance and administrative building, a two-story office building with basement,~~provided ~~a two-story mixed use building with two ground floor retail units and five residential apartment units, a 10,500 square foot office building, and~~ an ~~approximately~~additional ~~13,350~~advance ~~square~~in ~~foot office building, along with all buildings, structures, fixtures, roads, driveways, approximately 589 parking spaces, and other improvements on~~ the ~~property.~~amount ~~The total purchase price for the property under the purchase agreement is $175,000,000 with an allocated purchase price~~ of $~~172~~18,~~000~~664,000 ~~for the Hill Estates Properties and three commercial buildings~~, ~~and $3,000,000 for the Off Campus Properties. The Company provided a $5,000,000 deposit~~ at ~~signing of the Purchase Agreement, refundable upon termination of the Purchase Agreement due to uncured title objections,~~ a ~~Major~~fixed ~~Casualty~~interest ~~(in~~rate ~~excess~~ of ~~$500~~5.84%,~~000),~~ orsecured ~~any~~by ~~Seller default. The purchase and sale of the property is subject to~~ a ~~title~~mortgage ~~due diligence period for the Company which will expire~~ on ~~May 6, 2025. In addition,~~ the ~~Company~~ ~~may perform any other inspections it deems necessary up until the closing date. The Company expects closing of the purchase on~~Hamilton ~~May~~Highlands ~~15, 2025, subject to the satisfaction of closing conditions~~property. The Company has the right to extend the 30-day closing date by an additional 30 days, upon notice and payment of an additional $3,000,000 deposit. The Company plans to finance the purchase with cash and debt.

The ~~Company’s~~Partnership ~~obligation~~intends to ~~purchase~~use the ~~Hill~~proceeds ~~Estates Properties, the commercial properties and the Off Campus Properties is conditioned upon (i) delivery~~ of ~~all required items to the Company as set forth~~ in the ~~Purchase~~$40,000,000 ~~Agreement;~~advance, ~~(ii)~~together ~~all~~with ofexisting ~~Seller’s~~cash ~~representations~~on ~~and~~hand ~~warranties contained in the Purchase Agreement being true~~ and ~~correct~~ ina ~~all~~bridge ~~material~~loan ~~respects~~from asKeyBank, ofto ~~the~~purchase ~~closing; (iii) Seller having performed and observed all covenants made in~~ the ~~Purchase~~Hill ~~Agreement in~~Estates ~~all material respects; and (iv) the purchased~~ property ~~being~~ in ~~the same condition as of the closing as it was on the date the Purchase~~ ~~Agreement was signed~~Belmont, ~~reasonable wear and tear and damage by minor casualty only excepted~~Massachusetts.

The ~~Purchase~~Partnership ~~Agreement~~used ~~contains~~the ~~customary~~proceeds ~~representations~~of ~~and~~the ~~warranties~~Hamilton ~~made~~Highlands byadvance in the ~~parties~~amount ~~thereto~~of ~~and~~$18,664,000, ~~customary~~to ~~covenants~~refinance ~~and~~its ~~agreements~~existing loan with Brookline Bank.

The foregoing ~~summary~~description of the ~~Purchase~~Facility ~~Agreement~~and the Mortgages does not purport to be complete and is qualified in its entirety by reference to the ~~full~~ text ~~thereof,~~of athe ~~copy~~respective ofdocuments, which are isfiled ~~set~~as ~~forth~~Exhibit 10.1 inand Exhibit 1 10.012, ~~attached to~~respectively, with this Current Report on Form 8-K ~~and incorporated into this item 1~~.~~01 by reference.~~

~~This~~Item ~~Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws~~2.03 ~~Statements~~Creation ~~made in this release that are not strictly statements~~ of ~~historical~~a ~~facts, including~~Direct ~~the~~Financial ~~Company’s~~Obligation ~~expectations~~or ~~regarding:~~an ~~(i)~~Obligation ~~the~~under ~~satisfaction~~an ~~of the conditions to the closing of the proposed purchase of the Hill Estate Properties, the commercial properties and the~~ Off-Balance ~~Campus~~Sheet ~~Properties~~Arrangement ~~and (ii) the expected occurrence~~ of ~~such closing and the timing thereof. Statements of anticipated future results are based on current expectations and are subject to~~ a number of risks and uncertainties, including, but not limited to: the Company’s ability to complete due diligence to its satisfaction and the Company’s ability to obtain financing sufficient to complete the proposed transactionRegistrant. Actual results may differ markedly from management’s expectations. Readers are cautioned not to place undue reliance upon any such forward-looking statements. The forward-looking statements in this Current Report on Form 8-K speak only as of the date of this report and the Company does not intend to update forward-looking statements other than as required by law.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

As previously disclosed in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 9, 2025, the Partnership entered into a Rate Lock Authorization Agreement with the Bank in connection with a proposed $18,759,000 refinancing of the Hamilton Highlands property and a $40,000,000 advance under the Facility. The transactions were completed on May 30, 2025. The final principal amounts of the advances were $18,664,000 and $40,000,000, respectively, and other material terms were consistent with the prior disclosure.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

1.01 PURCHASE AND SALE AGREEMENT BY AND BETWEEN OAK REALTY AND SERVICE COMPANY, LLC, VALE REALTY AND SERVICE COMPANY, LLC, and DIGIOVANNI BROS., INC., AS SELLER, AND HILL ESTATES NERA, LLC, a Delaware limited liability company, and BRIGHTON 26 & CONCORD 90 NERA, LLC, a Massachusetts limited liability company, AS PURCHASERAs of April 15, 2025

104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
	By:	NewReal, Inc., its General Partner
		By	/s/ Jameson Brown
			Jameson Brown, its Treasurer
Date April 17, 2025
Date June 10, 2025

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