The annual meeting of stockholders of BRT Apartments Corp., a Maryland corporation (“we”, “us”, “our”, or the “Company”) will be held at our offices, located at 60 Cutter Mill Road, Great Neck, NY on Thursday,Wednesday, June 30, 2020,14, 2023, at 9:00 a.m., local time, forto consider and vote on the following purposes:matters:

Holders of record of our common stock at the close of business on April 14, 2020March 23, 2023 are entitled to notice of and to vote at ourthe annual meeting and any adjournment or postponement thereof.

It is important that your shares of common stock be represented and voted at the meeting. You canTo assure that your vote your shares of common stock by completingwill be counted, please complete, date and returningsign the enclosed proxy card. Certaincard and return it in the enclosed prepaid envelope, whether or not you plan to attend the meeting. Most stockholders can also vote their shares of common stock overby telephone or via the internet. Telephone and internet or by telephone. If internet or telephone voting information is available to you, voting instructions are printedprovided on the accompanying proxy card sent to you. You can revoke acard. Your proxy at any time prior to its exercise atmay be revoked in the meeting by following the instructionsmanner described in the accompanying proxy statement.

Our Board of Directors is furnishing you with this proxy statement to solicit proxies on its behalf to be voted at the 20202023 annual meeting of stockholders of BRT Apartments Corp. The meeting will be at our offices, 60 Cutter Mill Road, Suite 303, Great Neck, New York, at 9:00 a.m., local time, on Wednesday, June 14, 2023. The proxies will be voted at the meeting and at any adjournments or postponements. All properly executed proxy cards, and all properly completed proxies submitted by telephone or by the internet, that are delivered pursuant to this solicitation, will be voted at the meeting in accordance with your directions, unless the proxy is properly revoked before the meeting.

In this proxy statement, we refer to BRT Apartments Corp. as “BRT,” “we,” “our,” “us,” “our company,” to our Board of Directors as the “board of directors”, “Board” or “board”, and to our shares of common stock as “common stock” or “shares.” Our telephone number is (516) 466-3100. Our Board of Directors has fixed our offices, 60 Cutter Mill Road, Suite 303, Great Neck, New York, at 9:00 a.m., local time, on Tuesday, June 30, 2020 as the date, time and place of the annual meeting. However, due to the continuing public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that our annual meeting of stockholders may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate in the webcast or teleconference will be set forth in a press release issued by us and available at www.brtapartments.com.

The persons named as proxies will vote in their discretion onor any other matter properly brought before the annual meeting.

We are mailing this proxy statement on or about May 27, 2020April 28, 2023 to holders of record of our common stock as of the close of business on April 14, 2020,March 23, 2023, which we refer to as the “record date”. The record date was established by our Board.board. Stockholders of record as of the close of business on the record date are entitled to notice of and to vote their shares at the meeting. At the close of business on the record date, there were 19,144,381 shares of common stock outstanding and entitled to vote. Each outstanding share of common stock

A quorum is the presence in person or by proxy of stockholders entitled to cast a majority of the votes entitled to be cast at the meeting. On the record date, there were 17,190,106 shares of common stock outstanding and entitled to vote.meeting on any matter. In order to carry on the business at the meeting, holders of a majority of our outstanding shares must be present in person or by proxy. This means that at least 8,595,0899,572,191 shares of common stock must be present at the meeting, either in person or by proxy, to constitute a quorum. Generally, action cannot be taken at the meeting unless a quorum is present.

We are soliciting proxies and will pay the entire cost of soliciting proxies, including preparing and mailing this proxy statement. In addition to the solicitation of proxies by mail and through our and our affiliates full-time and part-time employees, we will request banks, brokers, custodians, nomineesAgents and other stockholders of record holders to forward copies of the proxy statement and other soliciting materials to persons for whom they hold common shares and to request instruction on how to vote the shares. We will reimburse such record holders for their reasonable out-of-pocket expenses in forwarding proxies and proxy materials to stockholders. We have retained DF King for a fee of $6,000$7,000 and the reimbursement of certain expenses, to aid in the solicitation of proxies from our stockholders. To the extent necessary in order to ensure sufficient representation at the meeting, we or our proxy solicitor may solicit the return of proxies by personal interview, mail, telephone, facsimile, Internet or other means of communication or electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your proxy without delay.

Our business, property and affairs are managed by or under the direction of our Boardboard and its committees. Directors are kept informed about our business through discussions with our Chairman,chairman, our Chief Executive Officerchief executive officer and our other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. During 2022, the Transition Period and in 2019, the Boardboard held one meeting and four meetings, respectively, and each director during each of such periods, attended at least 75% of the aggregate number of meetings of the Boardboard and all committees on which such director served during such periods. We typically schedule a Boardboard meeting in conjunction with our annual meeting of stockholders and encourage our directors to attend such meeting – 70%meeting— 73% of our directors attended our 20192022 annual meeting of stockholders.

We have adopted an amended and restated code of business conduct and ethics, which we refer to as the “Conduct Code”, that applies to all of our directors, officers and employees. The Conduct Code covers a variety of topics, including conflicts of interest, confidentiality of information, and compliance with laws and regulations. See “Additional Information and Notice of Internet Availability” to obtain access for or copies of our Conduct Code. During the Transition Period and in 2019,2022, there were no waivers of the provisions of the Conduct Code with respect to any of the persons subject thereto. We will post any amendments to, or waivers of, the Conduct Code on our website.

Management is responsible for the day-to-day management of risks we face. Our Boardboard has overall responsibility for overseeing risk management with a focus on the more significant risks facing us. Our audit committee oversees risk policies and processes related to our financial statements, financial reporting processes and liquidity risks;risk, and other risks presented to it from time-to-time by management; our nominating and corporate governance committee, which we refer to as the “nominating committee,” oversees corporate governance risks; and our compensation committee oversees risks relating to remunerationthe compensation of our officers and employees.full-time executive officers. The compensation committee does not believe that the compensation programs which are in place give rise to any risk that is reasonably likely to have a material adverse effect on us.

A portion of each quarterly meeting of the audit committee is devoted to reviewing the status of our properties and other matters (including related party transactions) which might have a material adverse impact on current or future operations. An executive officer reports to the committee regarding the activities of our disclosure controls and procedures committee – this committee is comprised primarily of the individuals responsible for our financial and regulatory reporting, meets approximately four times a year and is responsible for identifying areas of risk and in particular, risks with respect to disclosure controls and internal controls over financial reporting. In addition, an executive officer, our internal auditor and the independent registered public accounting firm reviewing or auditing, as the case may be, our financial statements, reports to the committee with respect to our compliance with our internal control policies in order to ascertain that no failures of a material nature have occurred. This process assists the audit committee in overseeing the risks related to our financial statements and the financial reporting process.

At Boardboard meetings, the directors review significant risk issues brought to their attention by management and committees of the Board.board.

Our company is led by Israel Rosenzweig, Chairman of our Board, whom we refer to as our Chairman, and Jeffery A. Gould, President and Chief Executive Officer, whom we refer to as our Chief Executive Officer. The Boardboard believes that: (i) separating the role of Chairman and Chief Executive Officer is the most appropriate structure at this time because it makes the best use of the abilities of Messrs. Rosenzweig and Gould; and (ii) this leadership structure provides appropriate risk oversight of our activities.

Our Boardboard has three standing committees: audit, compensation and nominating. The Boardboard has adopted charters for these committees which require that they be comprised of at least three independent directors and, in the case of the audit committee, also requires that at least one member of such committee qualify as a “financial

This committee is responsible for assisting the board in overseeing, among other things, (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualification and independence, (iv) the performance of our independent registered public accounting firm, (v) the performance of the accounting firm performing our internal control audit function, (vi) its responsibilities described under “— Risk Oversight”,and (v)(vii) the preparation of the audit committee report required by the SEC for inclusion in this proxy statement. This committee is also responsible for the selection and engagement of our independent registered public accounting firm, for approving the fees payable to such firm, and for approving related party transactions.

This committee reviews(i) determines the base salary, annual bonus and makes recommendations and/or determinations with respectperquisites paid to our full-time executive officers, the salaries, bonuses and stock awards offees paid to our directors, the fees for the Services (as described in “Executive Compensation – Compensation Setting Process – Part Time Executive Officers – Services), the grant of awards pursuant to our equity based plans and full-time named executive officers.(ii) performs the risk oversight function described in “ — Risk Oversight”.

This committee’s principal responsibilities include proposing to the Board a slate of nominees for election to the Boardboard at the annual meeting of stockholders, recommending committee assignments to the Board,board of directors, making a recommendation to the Boardrecommendations with respect to the independence of each director and nominee for directors, identifying and recommending candidates to fill vacancies on the Boardboard or committees thereof, between annual meetings of stockholders, overseeing Board and committeeboard performance evaluations, proposing a slate of officers to the directors for election at the annual meeting of the Boardboard, its risk oversight responsibilities described in “ — Risk Oversight”, and monitoring corporate governance matters, including overseeingand recommending changes to our corporate governance guidelines.

The Boardboard believes that it should be comprised of directors with complementary backgrounds, and that directors should, at a minimum, have expertise that may be useful to us. Our nominating committee considers the personal and professional attributes and the business experience of each candidate for director to promote diversity of expertise and experience among our directors and will give strong consideration to nominating a woman to fill any vacancy in our Board.directors. Additionally, directors should possess the highest personal and professional ethics and should be willing and able to devote the required amount of time to our business.

The nominating committee will consider candidates for director suggested by stockholders, (provided that the advance notice and other requirements set forth in our bylaws (collectively, the “Advance Notice Provisions”) have been followed), applying the criteria for candidates described above, and considering the additional information referred to below and evaluating such nominees in the same manner as other candidates.below. Stockholders wishing to suggest a candidate for nomination for election as a director should write to the Office of the Corporate Secretary and in addition to including the information called for by, and complying with the requirements of, the Advance Notice Provisions, should include:

When seeking candidates for director, the nominating committee may solicit suggestions from management, incumbent directors or others. The committee or its chairmanchairperson will interview a candidate if it is believed the candidate might be suitable to be a director. The nominating committee may also ask the candidate to meet with management. If the nominating committee believes a candidate would be a valuable addition to the Board, it will recommend the candidate’s election to the Board.

The nominating committee generally intends to recommend that the Board nominate incumbent directors who the committee believes will continue to make important contributions to us, inasmuch as the committee believes that the continuing service of qualified incumbents promotes stability and continuity, giving us the benefit of the familiarity and insight into our affairs that such directors have accumulated during their tenure, while contributing to the Board’sboard’s ability to work as a collective body.

The Board affirmatively determined that for the purposes of the corporate governance requirements of the New York Stock Exchange and applicable SEC requirements, each of (i) Carol Cicero, Alan H. Ginsburg, Louis C. Grassi, Gary Hurand, Jeffrey Rubin, Jonathan H. Simon and Elie Y. Weiss, constituting 60%approximately 64% of our directors, and (ii) the members of our audit, compensation and nominating committees, are independent. The Board based these determinations primarily on a review of the responses of our directors to questions regarding employment and compensation history, affiliations and family and other relationships, discussions with directors and relevant facts and circumstances provided to management of any relationships bearing on the independence of a director.

In evaluating theGary Hurand’s independence, of Messrs. Ginsburg, Grassi and Hurand, the Board was aware that (i) these individuals or members of their families have passive investmentsa family entity in which his wife has a significant interest owns a preferred limited partnership interest in Gould Investors orL.P. with a stated redemption value of approximately $2.9 million and that several of Mr. Hurand’s family members and their affiliates have invested an aggregate of approximately $1.1 million in entitiesinvestment funds managed by affiliates of Gould Investors, (ii)Investors. In concluding that Mr. Hurand is independent, the agreement enteredBoard took into in 2019 between Gould Investorsaccount, among other things, the limited voting rights associated with these interests and an entity owned by membersthat no member of the Hurand family, including Mr. Hurand’s family with respect to the interest that such family entityHurand, has any management involvement in Gould Investors and (iii) the services provided, and to be provided, by the company of which Mr. Grassi is chief executive officer, to Gould Investors and an entity managed by an affiliate of Gould Investors. Gould Investors is an affiliatea significant stockholder of ours and is primarily engaged in the ownership and operation of real estate properties held for investment. See “Certain Relationships and Related Transactions.”

The following table sets forth the cash compensation payable during the Transition Period andpaid in 20192022 to the directors for service on the Boardboard and its committees, all of whom, except as indicated in footnote 41 below, are non-management directors (i.e., those directors who are not employees or officers of ours or our affiliates):

In addition, in 2019, eachon an annual basis, non-management director wasdirectors are awarded 3,900 shares of restricted stock under our 2018 Incentive Plan.stock. The restricted stock has a five-year vesting period, subject to acceleration upon the occurrence of specified events, during which period the ownerholder is entitled to vote and receive distributions, if any, on such shares. In 2022 and 2023, each non-management director was issued 4,100 shares of restricted stock. Non-management directors who reside outside of the local area in which our executive office is located are reimbursed for travel expenses incurred in attending Board and committee meetings.

In the event that a stockholder, employee or other interested person would like to communicate with our non-management directors confidentially, they may do so by sending a letter to “Non-Management Directors” at the address set forth above. Please note that the envelope should contain a clear notation that it is confidential.

The following table sets forth information concerning our shares owned as of the close of business on April 24, 20203, 2023 by (i) each person beneficially owning five percent or more of our outstanding shares, (ii) each director, (iii) each executive officer named in the Summary Compensation Table, and (iv) all directors and executive officers as a group.group: