Firm Capital Apartment Real Estate Investment Trust Announces Undertaking Regarding Incentive Unit Option Plan

TORONTO, (ZM NEWSWIRE) — Firm Capital Apartment Real Estate Investment Trust (the “Trust”), (TSXV: FCA.U), (TSXV: FCA.UN) today announced that its Board of Trustees (the “Board”) has approved and executed a binding undertaking (the “Undertaking”) regarding its Incentive Unit Option Plan (the “Plan”).

In response to constructive feedback from unitholders, provided in connection with the re-approval of the Plan being sought at the Trust’s annual and special meeting scheduled for June 23, 2026, and to ensure strict alignment with investor interests, the Undertaking establishes a definitive pricing floor for any option grants. Specifically, the Trust has committed that no option will be issued, amended, or repriced with an exercise price below the greater of:

1. The Market Price at the time of the grant or amendment; or
2. US$5.58 per Trust Unit, representing the Trust’s last reported Net Asset Value (NAV) per unit as of March 31, 2026.

The Trust intends to formally amend the Plan to codify this restriction. If regulatory or Plan provisions dictate that unitholder approval is required for this amendment, such approval will be sought at the Trust’s next scheduled annual or special meeting of unitholders following the upcoming June 23 meeting.

Once formally implemented, this pricing restriction can only be removed, amended, or waived by an affirmative vote of the unitholders. Furthermore, the Undertaking ensures that these dilution protections remain binding on any successor entity where current Trust unitholders retain a continuing equity interest.

A copy of the executed Undertaking will be filed and available under the Trust’s profile on SEDAR+.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “will”, “should”, “anticipate”, “expect”, “intend”, “commit”, and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the formal amendment of the Incentive Unit Option Plan; the timeline and process for seeking unitholder and regulatory approvals for such amendment; the enforceability of the Undertaking on the Trust and future successor entities; and the future issuance and pricing of options.

Forward-looking statements necessarily involve known and unknown risks, including, without limitation: the risk that the TSX Venture Exchange or other applicable regulatory bodies may not approve the proposed amendments to the Plan; the risk that unitholders may not approve the amendments at a future meeting; risks related to the legal enforceability of the Undertaking against future successor entities; risks associated with general economic conditions; adverse factors affecting the U.S. real estate market generally or those specific markets in which the Trust holds properties; volatility of real estate prices; inability to access sufficient capital from internal and external sources; inability to access sufficient capital on favourable terms; industry and government regulation; changes in legislation, income tax and regulatory matters; the ability of the Trust to implement its business strategies; competition; currency and interest rate fluctuations and other risks.

Additional risk factors that may impact the Trust or cause actual results and performance to differ from the forward-looking statements contained herein are set forth in the Trust’s Annual Information form under the heading Risk Factors (a copy of which can be obtained under the Trust’s profile on www.sedarplus.ca). Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Except as required by applicable law, the Trust undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Amir Sohail