BRT Apartments Corp. (Form: 8-K, Received: 03/13/2018 14:09:07)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2018

BRT APARTMENTS CORP.

(Exact name of Registrant as specified in charter)



Maryland	001-07172	13-2755856
(State or other jurisdiction of incorporation)	(Commission file No.)	(IRS Employer I.D. No.)

60 Cutter Mill Road, Suite 303, Great Neck, New York 11021

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: 516-466-3100

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):

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

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

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

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

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).

o 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. o

Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on March 13, 2018, all of the proposals presented by us were approved. The proposals are described in detail in our definitive proxy statement dated January 22, 2018.

At the meeting, the following directors were elected for a three year term (with the votes as indicated):



	For	Against	Abstain	Broker Non-Votes
Alan Ginsburg	10,003,256	8,410	6,534	2,301,589
Jeffrey A. Gould	10,006,218	5,722	6,260	2,301,589
Jonathan Simon	10,007,517	5,071	5,612	2,301,589

At the meeting, the proposal to approve the 2018 Incentive Plan was approved (with the votes as indicated):



For	Against	Abstain	Broker Non-Votes
9,886,980	103,645	27,575	2,301,589

At the meeting, the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending September 30, 2018 was approved (with the votes as indicated):



For	Against	Abstain	Broker Non-Votes
12,292,158	8,317	19,314	—

Item 7.01 Regulation FD Disclosure.

Certain of our executive officers will be meeting with analysts and other persons and may provide such persons with copies of, or discuss the information set forth in, the attached presentation.

Pursuant to Regulation FD, we hereby furnish the information contained in the presentation materials attached as Exhibit 99.1 to this Current Report on Form 8-K, which information is incorporated into this Item 7.01 by this reference.

The information under this Item 7.01 in this Current Report on Form 8-K, as well as Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information contemplated by this Item 7.01 is not intended to constitute a determination by us that the information is material or that the dissemination of the information is required by Regulation FD.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.		Description of Exhibit
10.1 *		BRT Apartments Corp 2018 Incentive Plan
99.1		Presentation-March 13, 2018
99.2		Press release dated March 13, 2018 regarding declaration of, and increase in, quarterly dividend

________________________

* Indicates management contract or compensatory plan or arrangement.

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.

BRT APARTMENTS CORP.



Date: March 13, 2018		By: /s/ David W. Kalish
		David W. Kalish
		Senior Vice President - Finance

BRT APARTMENTS CORP.

EFFECTIVE DATE AND PURPOSE

1.1 Effective Date . This Plan was adopted effective December 5, 2017, subject to approval by the stockholders of BRT Apartments Corp., a Maryland corporation (the “Company”); provided, however, that any Awards granted hereunder prior to the approval of the Plan by the stockholders of the Company shall be conditioned upon approval by the stockholders of the Company and no Shares may be issued pursuant to any Award granted hereunder prior to approval of the Plan by the Company.

1.2 Purpose of the Plan . The Plan is designed to motivate, retain and attract Participants (as defined) of experience and ability and to further the financial success of the Company by aligning the interests of Participants through the ownership of Shares (as defined) with the interests of the Company’s stockholders.

The following terms shall have the following meanings (whether used in the singular or plural) unless a different meaning is plainly required by the context:

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or a regulation thereunder shall include any regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

“ Affiliate ” or “ Affiliates ” has the meaning ascribed to such term by Rule 501 promulgated under the Securities Act of 1933, as amended.

“ Award ” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights and Performance Share Awards.

“ Award Agreement ” means either (1) the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan or (2) a statement (including an electronic communication) issued by the Company to a Participant describing the terms and provisions of such Award.

“ Board ” or “ Board of Directors ” means the Board of Directors of the Company, or any analogous governing body of any successor to the Company.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.

“ Committee ” means the Compensation Committee of the Board or the committee of the Board appointed to administer the Plan.

“ Company ” means BRT Apartments Corp., a Maryland corporation, or any successor thereto (including any entity that is a successor issuer in accordance with Rule 12g-3 under the 1934 Act and Rule 414 under the Securities Act of 1933, as amended).

“Dividend Equivalent Right” means an Award granted pursuant to Section 9, entitling the Participant to receive an amount of cash equal to the cash distributions that would have been paid on the Shares specified in the Award to which such Dividend Equivalent Right relates, as if such Shares had been issued to and held by the Participant holding such Dividend Equivalent Right during the period beginning with the grant date (or if otherwise determined by the committee, the beginning of the Performance Cycle) of the Award to which the Dividend Equivalent Right relates through the vesting date of such award.

“ Disability ” or “ Disabled ” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

“ Exercise Price ” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.

“ Fair Market Value ” means, as of any given date, (i) the closing sales price of the Shares on any national securities exchange on which the Shares are listed; (ii) the closing sales price if the Shares are listed on the OTCBB or other over the counter market; or (iii) if there is no regular public trading market for such Shares, the fair market value of the Shares as determined by the Committee.

“ Grant Date ” means, with respect to an Award, the effective date that such Award is granted to a Participant.

“ Incentive Stock Option ” means an Option to purchase Shares which is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

“ Non-management Director ” means a Director who, in the applicable calendar year, was not compensated, directly or indirectly, by the Company, any Subsidiary or any of their Affiliates, other than compensation for service as a Director or as a member of any committee of the Board.

“ Nonqualified Stock Option ” means an Option to purchase Shares which is not an Incentive Stock Option.

“ Option ” means an Incentive Stock Option or a Nonqualified Stock Option.

“ Participant ” means an officer, employee, Director or consultant of the Company or any of its Subsidiaries who has been granted an Award under the Plan.

“ Performance-Based Award ” means any Restricted Stock Award, Restricted Stock Unit, Option or Performance Share Award granted to a Participant that qualifies as “performance based compensation” under Section 162(m) of the Code.

“ Performance Criteria ” shall mean any, a combination of, or all of the following: (i) pre-tax income, (ii) after-tax income, (iii) net income (meaning net income as reflected in the Company’s financial reports for the applicable period), (iv) operating income (including net operating income), (v) cash flow, cash flow from operations, free cash flow and any one or more of the foregoing, (vi) return on any one or more of equity, capital, invested capital and assets, (vii) funds available for distribution, (viii) occupancy rate at any one or more of the Company’s or its Subsidiaries’ properties, (ix) total stockholder return, (x) funds from operations (“FFO”), as computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc., (xi) adjusted FFO ( i.e ., adjusting FFO to give effect to any one or more of the following: property acquisition costs, straight-line rent, amortization of lease intangibles, lease termination fee income, amortization of restricted stock or other non-cash compensation expense, amortization and/or write-off of deferred financing costs, deferred mortgage costs and debt prepayment costs), (xii) stock appreciation (meaning an increase in the price or value of the Shares after the date of grant of an award and during the applicable period), (xiii) revenues, (xiv) assets, (xv) earnings before any one or more of the following items: interest, taxes, impairment charges, depreciation or amortization for the applicable period, as reflected in the Company’s financial reports for the applicable period, (xvi) reduction in expense levels, (xvii) operating cost management and employee productivity, (xviii) strategic business criteria consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, cost targets and goals relating to acquisition or divestitures; and (xix) achievement of business or operational goals such as market share and/or business development. Performance Criteria need not be the same with respect to all Participants and may be established on an aggregate or per share basis (diluted or undiluted), may be based on performance compared to performance by businesses or indices specified by the Committee, may be compared to any prior period, may be based on a company-wide basis or in respect of any one or more business units, may be measured on an absolute or relative basis, may be adjusted for non-controlling interests, and any one or more of the foregoing. All calculations and financial accounting matters relevant to this Plan shall be determined in accordance with GAAP, except as otherwise directed by the Committee.

“ Performance Cycle ” means one or more periods of time which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participants right to and the payment of a Restricted Stock Award, Restricted Stock Unit, Option or Performance Share Award. Each such period shall not be less then twelve months.

“ Performance Goals ” means for a Performance Cycle, the specific goals established by the Committee for a Performance Cycle based upon such criteria as the Committee may establish; provided that for any Award that is intended to qualify as a Performance-Based Award, such Performance Goals must be based on Performance Criteria.

“ Period of Restriction ” means the period during which an Award granted hereunder is subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of Performance Goals or the occurrence of other events as determined by the Committee.

“ Plan ” means the BRT Apartments Corp. 2018 Incentive Plan, as set forth in this instrument, and as hereafter amended from time to time.

“ Restricted Stock ” means an Award of Shares, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the Award Agreement and as contemplated herein.

“ Restricted Stock Unit ” or “ RSU ” means an Award of a right to receive one Share, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the Award Agreement and as contemplated herein.

“ Retirement ” means (i) a Director who has attained the age of 65 years who resigns or retires from the Board or does not stand for re-election to the Board and has served continuously as a Director of the Company for not less than six consecutive years, and (ii) an officer or employee of, or consultant to, the Company who has attained the age of 65 years who resigns or retires from the Company or one of its Subsidiaries and has served in any such capacity with the Company or one of its Subsidiaries for not less than ten consecutive years at the time of retirement or resignation, provided that such Participant has not acted in a manner during the period of his relationship with the Company or any of its Subsidiaries which has been harmful to the business or reputation of the Company. A determination as to whether a “retiree” acted in a manner which has been harmful to the business or reputation of the Company shall be made by the Committee, whose determination shall be conclusive and binding in all respects on the Participant and the Company.

“ Shares ” or “ Shares of common stock ” means the shares of common stock, $0.01 par value, of the Company, or any other security of the Company determined by the Committee pursuant to Section 5.3.

“ Subsidiary ” means (i) a corporation, association or other business entity of which 50% or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, (ii) any partnership or limited liability company of which 50% or more of the capital and profit interests is owned, directly or indirectly, by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, or (iii) any other entity not described in clauses (i) or (ii) above of which 50% or more of the ownership and the power, pursuant to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Company or by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company.

3.1 Participants . Awards may be granted in the discretion of the Committee to officers, employees, Directors and consultants of the Company and its Subsidiaries.

3.2 Non-Uniformity . Awards granted hereunder need not be uniform among eligible Participants and may reflect distinctions based on title, compensation, responsibility or any other factor the Committee deems appropriate.

4.1 The Committee . The Plan will be administered by the Committee, which, to the extent deemed necessary by the Board, will consist of two or more persons who satisfy the requirements for a “non-employee director” under Rule 16b-3 promulgated under the 1934 Act and the requirements for an “outside director” under section 162(m) of the Code. The members of the Committee shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. In the absence of such appointment, the Board of Directors shall serve as the Committee and shall have all of the responsibilities, duties, and authority of the Committee set forth herein.

4.2 Authority of the Committee . Subject to applicable law, the Committee shall have the exclusive authority to administer and construe the Plan in accordance with its provisions. The Committee’s authority shall include, without limitation, the power to (a) determine persons eligible for Awards, (b) prescribe the terms and conditions of the Awards, (c) construe and interpret the Plan, the Awards and any Award Agreement, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith and (e) establish, interpret, amend or revoke any such rules. With respect to any Award that is intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code, the Committee shall have no discretion to increase the amount of compensation that otherwise would be due upon attainment of a Performance Goal, although the Committee may have discretion to deny an Award or to adjust downward the compensation payable pursuant to an Award, as the Committee determines in its sole judgment. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more officers of the Company to the extent permitted by law, other than the authority to grant Awards intended to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code.

4.3 Decisions Binding . All determinations and decisions made by the Committee and any of its delegatees pursuant to Section 4.2 shall be final, conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

4.4 Limitation on Awards Granted to Non-management Directors . The maximum number of Shares issuable pursuant to Awards that may be granted to a Non-management Director in any calendar year shall not exceed 20,000 Shares.

SHARES SUBJECT TO THE PLAN

5.1 Number of Shares . Subject to adjustment as provided in Section 5.3, the total number of Shares available for grant under the Plan shall not exceed 600,000 Shares. The Shares available for issuance under the Plan shall be authorized but unissued Shares of the Company.

5.2 Lapsed Awards . Unless determined otherwise by the Committee, Shares related to Awards that are forfeited, canceled, terminated or expire unexercised, shall be available for grant under the Plan. Shares that are tendered by a Participant to the Company in connection with the exercise of an Award, withheld from issuance in connection with a Participant’s payment of tax withholding liability, or settled in such other manner so that a portion or all of the Shares included in an Award are not issued to a Participant shall not be available for grant under the Plan.

5.3 Adjustments in Awards and Authorized Shares . In the event of a stock dividend or stock split, the number of Shares subject to the Plan, outstanding Awards and the numerical amounts set forth in Sections 5.1, 6.1, 7.1 and 8.1 shall automatically be adjusted proportionally to prevent the dilution or diminution of such Awards, except to the extent directed otherwise by the Committee. In the event of a merger, reorganization, consolidation, recapitalization, separation, liquidation, combination or other similar change in the structure of the Company affecting the Shares, the Committee shall adjust the number and class of Shares which may be delivered under the Plan, the number, class and price of Shares subject to outstanding Awards, and the numerical limits of Sections 5.1, 6.1, 7.1 and 8.1 in such manner as the Committee shall determine to be advisable or appropriate to prevent the dilution or diminution of such Awards. Any such numerical limitations shall be subject to adjustment under this Section only to the extent such adjustment will not affect the status of any Award intended to qualify as “performance-based compensation” under section 162(m) of the Code or the ability to grant or the qualification of Incentive Stock Options under the Plan or subject the Participant to taxes, penalties and interest imposed under section 409A(a)(1) of the Code.

5.4 Restrictions on Transferability . The Committee may impose such restrictions on any Award, Award of Shares or Shares acquired pursuant to an Award as it deems advisable or appropriate, including, but not limited to, restrictions related to applicable Federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, and any blue sky or state securities laws.

6.1 Grant of Options . Subject to the terms and provisions of the Plan, Options may be granted to Participants at any time and from time to time as determined by the Committee. The Committee shall determine the number of Shares subject to each Option. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or any combination thereof. Subject to the additional limitations imposed on Awards intended to qualify as Performance Based Awards in Section 8.1(c), the maximum aggregate number of Shares underlying Options granted in any one calendar year to an individual Participant shall be 100,000.

6.2 Award Agreement . Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares to which the Option pertains, whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option, any conditions on exercise of the Option and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of termination of employment by the Participant.

6.3 Exercise Price . The Exercise Price for each Option shall be determined by the Committee and shall be provided in each Award Agreement; provided , however , the Exercise Price for each Option may not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share if the Participant (together with persons whose stock ownership is attributed to the Participant pursuant to section 424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries.

6.4 Expiration of Options . Except as provided in Section 6.7(c) regarding Incentive Stock Options, each Option shall terminate upon the earliest to occur of (i) the date(s) for termination of the Option set forth in the Award Agreement or (ii) the

expiration of ten (10) years from the Grant Date. Subject to such limits, the Committee shall provide in each Award Agreement when each Option expires and becomes un-exercisable. Except as set forth in an Award Agreement, upon Retirement of a Participant an Option may be exercised by such Participant to the extent it was exercisable on the effective date of the Retirement and shall be exercisable for a period of six months from the effective date of such Retirement, but not later than the expiration of the maximum term such Option. The Committee may not, after an Option is granted, extend the maximum term of the Option.

6.5 Exercisability of Options . Options granted under the Plan shall be exercisable, in whole or in part, at such times and be subject to such restrictions and conditions as the Committee shall determine. After an Option is granted, the Committee may accelerate or waive any condition constituting a substantial risk of forfeiture applicable to the Option.

6.6 Payment . Options shall be exercised by a Participant’s delivery of a written notice of exercise to the Secretary of the Company (or his or her designee), setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. Upon the exercise of an Option, the Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee may permit exercise (a) by the Participant tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, (b) the Participant tendering a combination of cash and previously acquired Shares equal to total Exercise Price (the Shares tendered being valued at Fair Market Value at the time of exercise), or (c) by any other means which the Committee determines to provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. As soon as practicable after receipt of a written notification of exercise and full payment for the Shares purchased, the Company shall deliver, or cause to be delivered, to the Participant, evidence of such Participant’s ownership of such Shares. No right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares as to which the Option has been exercised until the records of the Company or its transfer agent reflect the issuance of such Shares. No adjustment will be made for a dividend or other rights for which a record date is established prior to the date the records of the Company or its transfer agent reflect the issuance of the Shares upon exercise of the Options.

6.7 Certain Additional Provisions for Incentive Stock Options .

(a) Exercisability . The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company, any parent and its Subsidiaries) shall not exceed $100,000. The portion of the Option which is in excess of the $100,000 limitation shall be treated as a Non-Qualified Option pursuant to Section 422(d)(1) of the Code.

(b) Company and Subsidiaries Only . Incentive Stock Options may be granted only to Participants who are officers or employees of the Company or a Subsidiary on the Grant Date.

(c) Expiration . No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Participant who (together with persons whose stock ownership is attributed to the Participant pursuant to Section 424(d) of the Code) owns on the Grant Date stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the term of such Incentive Stock Option shall be no more than five years from the Grant Date.

6.8 Restriction on Transfer . Except as otherwise determined by the Committee or as set forth in the Award Agreement, no Option may be transferred, gifted, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily. Upon the death or Disability of a Participant, an Option may be exercised by the duly appointed personal representative of the deceased Participant or in the event of a Disability by the Participant or the duly appointed attorney-in-fact, guardian or custodian of the Disabled Participant to the extent the Option was exercisable on the date of death or the date of Disability and shall be exercisable for a period of six months from the date of death or the date of Disability.

6.9 Repricing of Options . Without stockholder approval, (i) the Company will not reprice, replace or regrant an outstanding Option either in connection with the cancellation of such Option or by amending an Award Agreement to lower the exercise price of such Option, and (ii) the Company will not cancel outstanding Options in exchange for cash or other Awards.

6.10 Voting Rights . A Participant shall have no voting rights with respect to any Options granted hereunder.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

7.1 Grant of Restricted Stock and Restricted Stock Units . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. The Committee shall determine the number of Shares of Restricted Stock and/or RSUs to be granted to each Participant and the time when each Award shall be granted. Subject to the additional limitations

imposed on Awards intended to qualify as Performance Based Awards in Section 8.1(c), no more than 100,000 Shares of each of Restricted Stock and Shares underlying Restricted Stock Units may be granted to any individual Participant in any one calendar year.

7.2 Restricted Stock and RSU Agreements . Each Award of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, the number of Shares subject to a Restricted Stock Unit, any applicable Performance Goals and Performance Cycle, and such other terms and conditions as the Committee shall determine, including terms regarding forfeiture of Awards in the event of termination of employment by the Participant or termination of the Participant’s relationship with the Company as a director or consultant.

7.3 Transferability . Except as otherwise determined by the Committee or as set forth in the Award Agreement, Shares of Restricted Stock and Restricted Stock Units (including Shares underlying RSUs) may not be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily, until the end of the applicable Period of Restriction and the satisfaction, in whole or in part, of any applicable Performance Goals within the applicable Performance Cycle. Except as otherwise determined by the Committee or as set forth in the Award Agreement, in the event of the death, Disability or Retirement of a Participant, all unvested Restricted Stock and unvested RSUs shall not vest on the date of death or Disability or the effective date of Retirement. Without stockholder approval, the Company will not, except as otherwise provided for in the Plan, repurchase outstanding unvested Restricted Stock or unvested RSUs in exchange for cash or accelerate the vesting of outstanding unvested Shares of Restricted Stock or RSUs.

7.4 Other Restrictions . The Committee may impose such other restrictions on Shares of Restricted Stock and Restricted Stock Units (including Shares underlying RSUs) as it may deem advisable or appropriate in accordance with this Section 7.4.

(a) General Restrictions . The Committee may set one or more restrictions based upon (a) the achievement of specific Performance Goals, (b) applicable Federal or state securities laws, (c) time-based restrictions, or (d) any other restrictions determined by the Committee.

(b) Section 162(m) Performance Restrictions . For purposes of qualifying grants of Restricted Stock and/or RSUs as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its sole discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock and/or RSUs to qualify as “performance-based compensation” under section 162(m) of the Code. In granting Restricted Stock and/or RSUs that are intended to qualify under section 162(m) of the Code, the Committee shall follow any procedures determined by it in its sole discretion from time to time to be necessary, advisable or appropriate to ensure qualification of the Restricted Stock and/or RSUs under section 162(m) of the Code.

(c) Methods of Implementing Restrictions . The Committee may take such action as it, in its sole discretion, deems appropriate to give notice to the Participant of, and implement, the restrictions imposed pursuant to Section 7.

7.5 Removal of Restrictions . After the end of the Period of Restriction, the Shares shall be freely transferable by the Participant, subject to any other restrictions on transfer (including without limitation, limitations imposed pursuant to the Company’s organizational documents) which may apply to such Shares.

7.6 Voting Rights . Except as otherwise determined by the Committee and set forth in the Award Agreement, Participants holding (a) Shares of Restricted Stock shall have voting rights during the Period of Restriction and (b) Restricted Stock Units shall not have voting rights during the Period of Restriction.

7.7 Dividends and Other Distributions . Except as otherwise determined by the Committee and set forth in the Award Agreement, Participants holding (a) Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to the Shares during the Period of Restriction and (b) except to the extent a Dividend Equivalent Right is granted in tandem with an RSU, RSUs shall not be entitled to receive any dividends or other distributions paid with respect to the underlying Shares during the Period of Restriction.

PERFORMANCE-BASED AWARDS

8.1 Performance-Based Awards . Participants selected by the Committee may be granted one or more Performance Awards in the form of Options, Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights or Performance Share Awards payable upon the attainment of Performance Goals that are established by the Committee and related to one or more of the Performance Criteria, in each case on a specified date or dates or over a Performance Cycle determined by the Committee. A Performance Cycle shall be at least one year. The Committee in its sole discretion shall determine whether an Award is to

qualify as “performance based compensation” under Section 162(m) of the Code. The Committee in its sole discretion shall determine Awards that are based on Performance Goals but are not intended to quality as “performance based compensation” under Section 162(m). The Committee shall define the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of an individual. The Committee, in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; provided however , that the Committee may not exercise such discretion in a manner that would increase the Performance-Based Award granted to a Participant. Each Performance-Based Award shall comply with the provisions set forth below. Performance Awards, other than Dividend Equivalent Rights, shall be paid in Shares.

(a) Grant of Performance-Based Awards . With respect to each Performance-Based Award granted to a Participant, if intended by the Committee to qualify as “performance based compensation” under Section 162(m) of the Code, the Committee shall select, within the first 90 days of a Performance Cycle the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Committee may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Participants.

(b) Payment of Performance-Based Awards . Following the completion of a Performance Cycle, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle. The Committee shall then determine the actual size of each Participant’s Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the Performance-Based Award for a Participant if, in its sole judgment, such reduction or elimination is appropriate.

(c) Maximum Award Payable . The maximum Performance-Based Award payable to any one Participant under the Plan for a Performance Cycle is 100,000 Shares (subject to adjustment as provided in Section 5.3 hereof).

DIVIDEND EQUIVALENT RIGHTS

9.1 Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder to any Participant only in tandem with an Award of RSUs or a Performance Based Award (other than an Award of Restricted Stock or Options). The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement which shall provide that such Dividend Equivalent Right, except to the extent otherwise provided in the related Award Agreement, shall (i) not be sold, transferred, gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated, voluntarily or involuntarily, until the end of the applicable Period of Restriction and the satisfaction, in whole or in part, of any applicable Performance Goals within the applicable Performance Cycle, and (ii) be settled upon settlement or payment of, or lapse of restrictions on, the Award to which it relates, and such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such Award.

AMENDMENT, TERMINATION, AND DURATION

10.1 Amendment, Suspension, or Termination . The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason; provided , however , that if and to the extent required by law or to maintain the Plan’s compliance with the Code, the rules of any national securities exchange (if applicable), or any other applicable law, any such amendment shall be subject to stockholder approval; and further provided , that without stockholder approval, no amendment shall permit the repricing, replacing or regranting of an Option in connection with the cancellation of such Option or by amending an Award Agreement to lower the exercise price of such Option or the cancellation of any Award in exchange for cash. The amendment, suspension or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.

10.2 Duration of the Plan . The Plan shall become effective in accordance with Section 1.1, and subject to Section 10.1 shall remain in effect until the tenth anniversary of the effective date of the Plan.

11.1 Withholding Requirements . Prior to the delivery of any Shares pursuant to an Award (or the exercise thereof), the Company shall have the power and the right to deduct or withhold from any amounts due to the Participant from the Company, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA obligation) required or appropriate to be withheld with respect to such Award (or the exercise or vesting thereof).

11.2 Withholding Arrangements . The Company, pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part, by (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company, Shares then owned by the Participant. The amount of the withholding requirement shall be deemed to include any amount that the Company agrees may be withheld at the time any such election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.

12.1 Change in Control . For purposes of the Plan, a Change in Control means any of the following:

(a) the acquisition (other than from the Company) in one or more transactions by any person (as such term is used in Section 13(d) of the 1934 Act) of the beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 25% or more of (i) the then outstanding Shares or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of Directors (the “Company Voting Stock”), provided however the provision of this Section 12.1(a) is not applicable to acquisitions made individually, or as a group by Fredric H. Gould, Matthew J. Gould and Jeffrey A. Gould, and their respective spouses, lineal descendants and affiliates;

(b) individuals who, as of the date of the Award, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a Director subsequent to the date of such Award whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in the Rules of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(d) the effective time of any merger, share exchange, consolidation, or other business combination involving the Company if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of Directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company’s voting Shares.

12.2 Effect of Change of Control . On the effective date of any Change in Control, unless the applicable Award Agreement provides otherwise: (i) in the case of an Option, each such outstanding Option shall become exercisable in full in respect of the aggregate number of Shares covered thereby; and (ii) in the case of Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights and Performance Share Awards, the Period of Restriction applicable to each such Award shall be deemed to have expired. Notwithstanding the foregoing, unless otherwise provided in the applicable Award Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will not become exercisable on an accelerated basis nor will the Restriction Period expire in connection with a Change of Control if effective provision has been made for the taking of such action which, in the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or for the assumption of such Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving effect to any acceleration of the exercisability or the expiration of the Restriction Period), taking into account, to the extent applicable, the kind and amount of securities, cash, or other assets into or for which the Shares may be changed, converted, or exchanged in connection with such Change of Control.

13.1 Deferrals . To the extent consistent with the requirements of section 409A of the Code, the Committee may provide in an Award Agreement or another document that a Participant is permitted or required to defer receipt of the delivery of Shares that would otherwise be due to such Participant under an Award other than an Option. Any such deferral shall be subject to such rules and procedures as shall be determined by the Committee.

13.2 Termination for Cause . If a Participant’s employment or relationship with the Company or a Subsidiary shall be terminated for cause by the Company or such Subsidiary during the Restriction Period or prior to the exercise of any Option (for these purposes, cause shall have the meaning ascribed thereto in any employment agreement or Award Agreement to which such Participant is a party or, in the absence thereof, shall include, but not be limited to, insubordination, dishonesty, incompetence, moral turpitude, the refusal to perform his duties and responsibilities for any reason (other than illness or incapacity) and other misconduct of any kind, as determined by the Committee, then, (i) all Options (whether or not then vested and exercisable) shall immediately terminate and (ii) such Participant’s rights to all Restricted Stock, RSUs and Performance Share Awards shall be forfeited immediately.

13.3 Section 162(m) . Except as otherwise provided herein, in an Award Agreement or otherwise determined by the Committee, an Award that is intended to qualify as “performance based compensation” under Section 162(m) of the Code, shall not vest in whole or in part in the event of the Participant’s Retirement, involuntary termination or if the Participant terminates his or her relationship with the Company, except to the extent (a) the Performance Goal’s shall be achieved within the Performance Cycle or (b) otherwise permitted under Section 162(m) of the Code.

13.4 No Effect on Employment or Service . Nothing in the Plan, any Award or any Award Agreement, and no action of the Committee, shall confer or be construed to confer on any Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or service at any time, with or without cause. Employment with the Company or any Subsidiary is on an at-will basis only, unless otherwise provided by an applicable employment or service agreement between the Participant and the Company or any Subsidiary, as the case may be.

13.5 Successors . All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect merger, consolidation or otherwise, or the purchase of all or substantially all of the business or assets of the Company.

13.6 No Rights as Stockholder . Except to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary thereof) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or the exercise or vesting thereof), unless and until the issuance of such Shares shall have been recorded on the records of the Company or its transfer agents or registrars.

13.7 Uncertificated Shares . Notwithstanding any provision of the Plan to the contrary, the ownership of Shares issued under the Plan may be evidenced in such a manner as the Committee (including any management designee of the Committee), in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates, and to the extent that the Plan, applicable law or the Company’s organizational documents, require or contemplate the imposition of a legend or other notation on one or more certificates evidencing Shares or an Award, the Committee (including any management designee of the Committee) shall have the sole discretion to determine the manner in which such legend or notation is implemented.

13.8 Fractional Shares . No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, or Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

13.9 Severability . In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

13.10 Requirements of Law; Claw-Back Policies . The grant of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required from time to time, and shall be subject to the applicable provisions of any claw-back policy implemented by the Company, whether implemented prior to or after the grant of such Award, including without limitation, any claw-back policy adopted to comply with the requirements of applicable law (including the requirements of a national securities exchange).

13.11 Securities Law Compliance . To the extent any provision of the Plan, Award Agreement or action by the Committee fails to comply with any applicable federal or state securities law, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.

13.12 Real Estate Investment Company . No Award shall be granted or awarded and, with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled, to the extent that the grant, vesting, exercise or settlement of such Award could cause the Participant or any other person to be in violation of any restrictions on ownership and transfer of the Company’s securities set forth in its declaration of trust or other governing instrument or organizational documents, as amended and in effect from time to time, or if, in the discretion of the Committee, the grant, vesting, exercise or settlement of such award could otherwise impair the Company’s status as a real estate investment trust under the Code.

13.13 Governing Law . The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Maryland.

13.14 Captions . Captions are provided herein for convenience of reference only, and shall not serve as a basis for interpretation or construction of the Plan.

Investor Presentation March 13, 2018 Mercer Crossing – Dallas, TX Factory at Garco – North Charleston, SC Pointe at Lenox Park – Atlanta, GA

Certain information contained in this presentation, together with other statements and information publicly disseminated by BRT Apartments Corp. (the “Company”), constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These statements involve assumptions and forecasts that are based upon our current assessments of certain trends, risks and uncertainties, which assumptions appear to be reasonable to us at the time they are made. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for the purpose of complying with these safe harbor provisions. Information regarding certain important factors that could cause actual outcomes or other events to differ materially from any such forward-looking statements appear in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017 and the Quarterly Reports on Form 10-Q filed with the SEC thereafter, and in particular the sections of such document entitled “Item 1A. Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. You should not rely on forward- looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect actual results or performance referred to above. We undertake no obligation to publicly update or revise any forward-looking statements included in this presentation, whether as a result of new information, future events or otherwise. Safe Harbor Our fiscal year begins on October 1st and ends on September 30th. Unless otherwise indicated or the context otherwise requires, all references to a year (e.g., 2017), refer to the applicable fiscal year ended September 30th.

BRT Apartments is an owner and operator of Class B value-add and select Class A multi-family assets primarily in superior Sun Belt locations. The Company uses its expert structuring capabilities to maximize return for its stockholders while mitigating risk. Parkway Grande – San Marcos, TX Verandas at Alamo Ranch – San Antonio, TXVanguard Heights – Creve Coeur, MO 3

Investments Highlights PAGE 4 Differentiated Strategy ▪ Focused on growth markets, targeting assets where we can create value using repositioning and renovation programs ▪ Extensive JV network mitigating risk and expanding our ability to grow into ideal markets ▪ Purchase price between $20 million and $100 million with an equity contribution of $2 million and $20 million Stable Portfolio and Robust Pipeline ▪ Primarily acquire properties with 90+% occupancy ▪ Strong deal flow from existing network of partners and brokers Strong Growth Opportunity ▪ Target assets in the Sun Belt in areas that have high job growth and relatively low cost of living Proven Management with Close Alignment of Interests between Management and Stockholders ▪ Management and affiliates owns 44.9% of the Company’s total equity ▪ Internalized management ▪ Attractive annual dividend yield of 7.0%1 | [1] As of 3/7/2018

Capitalizing on Favorable Multi-family Trends PAGE 5 Net Migration from Snow Belt to Sun Belt ▪ Multi-family apartments have seen tremendous growth in recent years due to high demand, driven partially by millennial’s preference to rent rather than to buy ▪ Buying opportunities in Sun Belt markets where cap rates are still attractive with positive net migration in the millennial age group moving into the area ▪ Middle class renters drive demand in our markets, who are more likely to rent Class B apartments ▪ We believe we can buy select Class A and Class B apartments that offer attractive yields and growth | Source: Brookings Institution

Proven Senior Management Team More than 30 Years experience in Multi-family PAGE 6 Ryan W. Baltimore, Vice President Vice President Corporate Strategy and Portfolio Management Mitchell K. Gould, Executive Vice President Executive Vice President Acquisitions and Asset Management Jeffrey A. Gould, President and CEO President and CEO since 2002 Senior Vice President and Member of the Board of Directors of One Liberty Properties, Inc. (NYSE: OLP) since 1999 Vice President of Georgetown Partners, Inc., managing general partner of Gould Investors L.P. since 1996 David W. Kalish, Senior Vice President, Finance Senior Vice President – Finance since 1990 Senior Vice President and CFO of One Liberty Properties Inc. since 1990 Senior Vice President and CFO of Georgetown Partners, managing general partner of Gould Investors L.P. since 1990 George E. Zweier, Chief Financial Officer Vice President and CFO

Decades of Demonstrated Success in Multi-family PAGE 7 1983 – 2012 2012 - PRESENT 2015 ▪ Announced internalization of management ▪ Acquired 4 properties with 1,506 units ▪ Sold 3 properties with 1,175 units ▪ Started development of 271 units in North Charleston, SC 2014 ▪ Fully exited lending and servicing business ▪ Acquired 13 properties with 4,174 units ▪ Started development of 350 units in Greenville, SC 2012-2013 ▪ Commenced multi-family investing strategy in 2012 and acquired 5 properties with 1,451 units ▪ In 2013, acquired 9 properties with 2,334 units 2016 ▪ Acquired 11 assets, totaling 3,336 units ▪ Sold 6 properties with 2,206 units ▪ Completed development of 350 units in Greenville, SC 2017 ▪ Acquired 7 assets, totaling 1,728 units ▪ Acquired a development property with anticipated 402 units ▪ Sold 7 properties with 1,580 units | Note: Some numbers reflect development/lease-up units Pre-2012 ▪ Engaged in lending on commercial and mixed use properties ▪ Significant involvement in multi-family apartments and other real estate assets

Differentiated Strategy Creating Meaningful Value PAGE 8 Focus on Growth Markets ▪ Target assets with high NOI growth potential ▪ Create value through re-tenanting, repositioning, and value-add renovations ▪ Growth through active property management ▪ High barriers to entry; minimal new development; less institutional competition JV-Centric Strategy ▪ JV structure leverages local expertise of joint venture partner network ▪ Superior flexibility to grow or exit markets versus vertically-integrated REITs ▪ Significant access to buying opportunities from strong JV partner network ▪ Broad network of third party management companies and partner relationships ▪ Flexible acquisition and funding profile; focus on one-off opportunities where major institutional buyers are not active ▪ BRT’s niche is the less competitive, higher returning properties worth up to $100 million Proven Access to Investment Opportunities

Joint Venture Strategy Creating Value through Strong Operating Partnerships PAGE 9 Strong Deal Flow Flexibility ▪ Ability to enter and exit markets through a strong network ▪ High “hit-rate” and efficiencies on deals as we only review deals when under contract ▪ Have the ability to choose best-in-class third party management companies where the partners do not have a vertically integrated platform Value-Creation through Local Partners ▪ Local operators with expertise in specific markets provide value-added opportunities through extensive market knowledge ▪ Able to get “off-market” deals through the partners’ relationships with local brokers and owners ▪ Receive numerous opportunities from both existing partners and potential partners through a strong network built from the successful lending platform and equity partnerships in the past ▪ Have never advertised publicly but continue to see strong deal flow

Acquisition Approach and Strategy Harnessing Partner Network to Facilitate Capital Deployment PAGE 10 Actively involved in operations and asset management Strong local partner expertise accelerates site selection and enhances diligence process ILLUSTRATIVE VALUE ADD DEAL CAPITALIZATION - $60mm Purchase Price Efficient underwriting: management primarily considers deals already under contract by JV Partner, resulting in a high “hit rate” Leverages relationship with JV partner to enhance quality of due diligence Working with partner maximizes ability to hone in on best locations for investment $2 million to $20 million equity investment Generally provide 65% to 80% of equity requirement, pari passu 60% – 70% LTV first mortgage financing Targeted 7% to 9% cash- on-cash yield day one Targeted 10% to 20% IRR Willing to take preferred / senior equity position to enhance returns and mitigate risk ACTIVE CAPITAL PARTNER CONSERVATIVE UNDERWRITING TYPICAL DEAL METRICS $60mm Transaction 67% Leverage Equity Breakdown 80% / 20% $72mm Value 56% Leverage Equity Breakdown 80% / 20% Before Value Add Program After Value Add Program Debt: $40mm BRT: $16mm JV Partner: $4mm Debt: $40mm BRT: $26mm JV Partner: $6mm

Focus on Growth Markets Strategically Concentrated in High Employment Markets PAGE 11 KEY PORTFOLIO FIGURES Average Monthly Rental Rate4/5 $967 Average Property Age (Years)2 21.4 Average Cost per Unit3 $114,396 Geographically Diverse Portfolio [1] Primarily reflects amounts from a commercial leasehold position in Yonkers, NY [2] As of 3/13/2018; Excludes 402 units under development in West Nashville, TN [3] As of 3/13/2018. Includes capital reserved for renovations. Excludes development in West Nashville, TN [4] As of 12/31/2017 [5] Excludes properties that are not stabilized. Stabilized properties include all our consolidated properties, other than those in lease-up or development, and for the 1st quarter 2018, also excludes a Katy, Texas property that was damaged by Hurricane Harvey Texas Georgia Florida Mississippi Missouri South Carolina Alabama Indiana Tennessee Ohio Virginia Other1 STATE 10 5 3 2 4 3 2 1 1 1 1 - PROPERTIES2 2,815 1,545 1,040 776 775 683 412 400 300 264 220 - UNITS2 25% 11% 15% 9% 9% 7% 8% 3% 4% 3% 4% 2% % of NOI CONTRIBUTION4 TOTAL 33 9,230 100%

Partnering with Private Owner/Operators Strong partnerships with national operators who manage/own 100,000+ units PAGE 12 | Note: Select group of BRT partners

Total Job Growth and Population Growth by Market 1 PAGE 13 Source: Bureau of Labor Statistics (August 2017 Data), SNL [1] Select Southeast and Midwest Locations 15.6% 10.5% 16.8% 17.2% 20.4% 17.7% 11.6% 11.0% 10.0% 10.8% 10.1% 10.1% 9.6% 8.9% 7.9% 6.4% 3.9% 2.4% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% Charleston, SC Houston, TX San Antonio, TX Dallas, TX Nashville, TN Atlanta, GA Columbia, SC United States Gateway Markets Employment Growth (2012-2017) Expected Population Growth (2017-2023)

PORTFOLIO OCCUPANCY1/2AVERAGE RENT PER UNIT1 Upside in rents due to Strong Value-Add Program and Stable Occupancy PAGE 14 SAME STORE NOI GROWTH YOY1AVERAGE AGE OF PROPERTY (YEARS)1 Source: Company filings, SNL [1] As of December 31, 2017 [2] Average occupancy for BRT excludes properties that are not stabilized 6 9 13 21 30 0 5 10 15 20 25 30 35 APTS BRG IRT BRT NXRT $948 $967 $1,006 $1,222 $1,295 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 NXRT BRT IRT BRG APTS 93.7% 93.8% 94.0% 94.1% 94.9% 90.0% 92.0% 94.0% 96.0% 98.0% 100.0% BRT NXRT IRT BRG APTS -0.6% 4.3% 5.0% 6.3% 10.5% -2.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% BRG IRT APTS BRT NXRT

History of Value Creation Dispositions DISPOSITION DATE PROPERTY NAME LOCATION # OF UNITS BRT SHARE OF GAIN ON SALE IRR1 TOTAL 5,711 $92.4mm Water Vistas Palms on Westheimer Ivy Ridge Grove at Trinity Pointe Mountain Park Estates Courtney Station Madison at Schilling Farms Village Green Sundance Southridge Spring Valley Sandtown Vista Autumn Brook Meadowbrook Parkside Ashwood Park Waverly Place Apartments Fountains Lawrenceville, GA Houston, TX Marietta, GA Cordova, TN Kennesaw, GA Pooler, GA Colloerville, TN Little Rock, AK Wichita, KS Greenville, SC Panama City, FL Atlanta, GA Hixson, TN Humble, TX Humble, TX Pasadena, TX Melborune, FL Palm Beach Gardens, FL 170 798 207 464 450 300 324 172 496 350 160 350 156 260 160 144 208 542 $1.4mm $3.1mm $4.6mm $4.5mm $6.3mm $4.3mm $3.7mm $0.4mm $5.4mm $9.2mm $3.9mm $4.7mm $0.5mm $4.6mm $2.8mm $1.7mm $10.0mm $21.3mm 27.0% 23.5%2 31.7% 21.2% 26.0% 13.0% 10.0% 10.0% 32.0% 27.0% 37.0% 40.2% -5.1% 23.5% 2 23.5% 2 23.5% 2 25.0%3 25.0%3 PAGE 15 Note: As of March 8, 2018 [1] Net IRR to BRT after promotes paid out to partners Source: Company Filings [2] Represents IRR for portfolio of properties in a crossed joint venture [3] Represents IRR for portfolio of properties in a crossed joint venture Feb-15 Jul-15 Jul-15 Mar-16 Mar-16 Apr-16 Jun-16 Jun-16 Sep-16 Oct-16 Oct-16 Nov-16 Nov-16 Jul-17 Jul-17 Jul-17 Dec-17 Feb-18

Columbia, SC $60,697,000 $31,243,834 338 ▪ First C/O anticipated May 2018 ▪ All buildings currently under construction ▪ Temporary leasing office has been delivered Nashville, TN $73,263,000 $16,350,133 402 ▪ Site work in process ▪ Framing has started on one of four sections Development Opportunities Superior Locations with Limited New Supply PAGE 16 ▪ Pursue Class A / A+ new construction in emerging Southeast US markets ▪ Willing to provide at least 50% of the required equity ▪ Garden style or mid-rise construction ▪ Targeting unlevered stabilized return of at least 7% CURRENT DEVELOPMENT PROJECTS Location Estimated Development Cost Capital Drawn Planned Units Status Canalside Sola, Columbia SC (rendering) Bells Bluff, Nashville, TN (rendering) | Source: Company 10Q for period ended December 31, 2017

Development Case Study Greenville, SC PAGE 17 PROPERTY DESCRIPTION ▪ Brand new construction in downtown Greenville market ▪ 350 unit mid-rise mixed use apartment complex ▪ Built in 2016 ACQUISITION DATA ▪ Purchased land for $7mm in January 2014 ▪ Development budget of $51.5mm, or $143,000 per unit DEVELOPMENT ▪ Development was completed on time and budget ▪ Property was sold at the end of lease-up ▪ Oversaturation of Greenville market at time of sale. Provided opportunity to recycle capital effectively. RETURN ON INVESTMENT ▪ Property sold in October 2016 for $68mm or $188,888 per unit ▪ Net IRR of 27% to BRT

Value-Add Case Study: Houston Portfolio Houston, TX PAGE 18 ▪ 3 class B multi-family properties located in Humble, TX and Pasadena, TX ▪ Built in 1982,1983,1984 ▪ 564 units PROPERTY DESCRIPTION ▪ Purchased for $22.66mm, or $40,177, per unit, in October 2013 ▪ Blended acquisition cap rate of 6.44% (based on year 1 projection and total cost) ▪ Capex budget of $1.2mm, or $2,100 per unit ACQUISITION DATA ▪ Upgraded interior units with new refrigerators, range/ovens, and dishwashers as well as new flooring in select units ▪ Upgraded a majority of the units while providing upside to the next buyer with future renovations plans VALUE ADD UPGRADES Before Renovation After Renovation Property Ashwood Meadowbrook Parkside Average Cost Per Unit $2,638 $2,593 $2,886 Average Monthly Rent Increase $83 $96 $86 ROI 38% 45% 36% VALUE ADD PROGRAM RETURN ON INVESTMENT NOI CAGR over Hold Period 18% 13% 16%

Well Laddered Debt Maturities PAGE 19 ▪ Weighted average rate on property debt is 4.07% with a weighted averaged remaining term to maturity of 6.9 years(1) ▪ Attractive corporate level subordinated notes bear interest at the rate of 3M LIBOR+ 200bps and mature in 2036. The rate was 3.17% on 12/31/2017 DEBT MATURITY SCHEDULE | Note: All data as of 12/31/2017 [1] Weighted by outstanding mortgage balance $33.5 $51.0 $62.1 $22.4 $40.6 $508.6 $37.4 $- $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 2018 2019 2020 2021 2022 Thereafter Mortgage Debt Subordinated $546.0

Investment Highlights PAGE 20 Strong Growth Opportunity Proven Management with Close Alignment of Interests Differentiated Strategy Stable Portfolio and Robust Pipeline

BRT APARTMENTS CORP.

- Raises Quarterly Dividend Approximately 11.1% -

Great Neck, New York - March 13, 2018 - BRT Apartments Corp. (NYSE:BRT) announced that its Board of Directors declared a quarterly dividend on the Company’s common stock of $0.20 per share, representing an increase of $0.02 per share, or approximately 11.1%. The dividend is payable April 6, 2018 to stockholders of record on March 27, 2018.

Forward Looking Statements:

Certain information contained herein is forward looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. BRT intends such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions or variations thereof. Forward looking statements, including statements with respect to BRT’s property ownership and operating activities, involve known and unknown risks, uncertainties and other factors, which, in some cases, are beyond BRT’s control and could materially affect actual results, performance or achievements. Investors are cautioned not to place undue reliance on any forward-looking statements and to carefully review the section entitled “Item 1A. - Risk Factors” in BRT’s Annual Report on Form 10-K for the year ended September 30, 2017 and in the Quarterly Reports on Form 10-Q filed thereafter.

About BRT Apartments Corp:

BRT is a real estate investment trust that directly, or through joint ventures, owns and operates multi-family properties. Additional financial and descriptive information on BRT, its operations and its portfolio, is available at BRT’s website at: http://brtapartments.com . Interested parties are encouraged to review its Form 10-K for the year ended September 30, 2017 and other reports filed with the Securities and Exchange Commission for additional information.

Contact: Investor Relations

BRT APARTMENTS CORP.

Great Neck, New York 11021

Telephone (516) 466-3100

Telecopier (516) 466-3132

http://brtapartments.com

(18/brt press release/April dividend)


Item 5.07	Submission of Matters to a Vote of Security Holders.