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) March 14, 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.

On March 12, 2025, NewReal, Inc., the general partner (the "General Partner") of New England Realty Associates Limited Partnership (the "Partnership"), authorized the Partnership to repurchase, over a period of twelve months, the Partnership’s Depositary Receipts (the “Depositary Receipts”) (each of which is a one-thirtieth (1/30) of a Class A Unit), Class B Units and General Partner Units (the Class B Units and General Partner Units, collectively, the “Partnership Units”) in an aggregate amount not to exceed the lesser of: $5 million or 10% of the Partnership’s balance of cash and investments in treasury bills. The Partnership may repurchase Depositary Receipts from time to time in open market transactions at prevailing prices not to exceed $95 per Depository Receipt, including through a trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and through privately negotiated transactions. The Partnership must repurchase a proportionate number of Depositary Receipts and Partnership Units to maintain the 80%, 19% and 1% fixed distribution percentages of the holders of the Class A, Class B and General Partner Units under the Partnership’s Second Amended and Restated Contract of Limited Partnership. This repurchase authorization replaces the Partnership’s previous repurchase program.

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 March 14, 2025

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP 8-K