3 unchanged sentences
(In thousands, except share and per share amounts)
+Added: September 30,
Net Real Estate Investments
10 unchanged sentences
Notes and accrued interest receivable, net
−Removed: Investment in unconsolidated real estate fund
+Added: Investment in unconsolidated real estate funds
Accounts receivable, prepaids and other assets, net
13 unchanged sentences
6.0 % Series A Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 30,000,000 shares authorized;
−Removed: 5,815,552 and 4,628,681 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
+Added: 6,087,829 and 4,628,681 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Stockholders’ Equity
Preferred stock, $ 0.01 par value, 220,000,000 shares authorized;
−Removed: no shares issued and outstanding at June 30, 2025 and December 31, 2024
+Added: no shares issued and outstanding at September 30, 2025 and December 31, 2024
Common stock - Class A, $ 0.01 par value, 562,500,000 shares authorized;
−Removed: 4,062,668 and 3,953,919 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively
+Added: 4,048,078 and 3,953,919 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Common stock - Class C, $ 0.01 par value, 187,500,000 shares authorized;
−Removed: 8,489 shares issued and outstanding at June 30, 2025 and December 31, 2024
+Added: 8,489 shares issued and outstanding at September 30, 2025 and December 31, 2024
Additional paid-in-capital
12 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Rental and other property revenues
10 unchanged sentences
Other (expense) income
−Removed: Other expense, net
+Added: Other (expense) income, net
Income from preferred equity investments
−Removed: Recovery of (provision for) credit losses, net
−Removed: Gain on sale and (impairment) of real estate investments, net
+Added: Income from investments in unconsolidated real estate funds
+Added: (Provision for) recovery of credit losses, net
+Added: (Impairment) and gain on sale of real estate investments, net
Gain on sale of available-for-sale investments, net
2 unchanged sentences
Interest income
−Removed: Total other income (expense)
−Removed: Loss before income taxes
+Added: Total other (expense) income
+Added: (Loss) income before income taxes
Income tax expense
+Added: Net (loss) income
Preferred stock dividends
Preferred stock accretion
−Removed: Net loss attributable to noncontrolling interests
+Added: Net loss (income) attributable to noncontrolling interests
Operating partnership units
Partially-owned properties
−Removed: Net loss attributable to noncontrolling interests
−Removed: Net loss attributable to common stockholders
−Removed: Net loss per common share – Basic
−Removed: Net loss per common share – Diluted
+Added: Net loss (income) attributable to noncontrolling interests
+Added: Net (loss) income attributable to common stockholders
+Added: Net (loss) income per common share – Basic
+Added: Net (loss) income per common share – Diluted
Weighted average basic common shares outstanding
Weighted average diluted common shares outstanding
−Removed: Other comprehensive income
−Removed: Unrealized gain on available-for-sale investments, net
−Removed: Less unrealized gain attributable to Operating partnership units
−Removed: Other comprehensive income attributable to common stockholders
−Removed: Comprehensive loss attributable to noncontrolling interests
−Removed: Comprehensive loss attributable to common stockholders
+Added: Other comprehensive (loss) income
+Added: Unrealized (loss) gain on available-for-sale investments, net
+Added: Less unrealized loss (gain) attributable to Operating partnership units
+Added: Other comprehensive (loss) income attributable to common stockholders
+Added: Comprehensive loss (income) attributable to noncontrolling interests
+Added: Comprehensive (loss) income attributable to common stockholders
See Notes to Consolidated Financial Statements
BLUEROCK HOMES TRUST, INC.
−Removed: FOR THE THREE MONTHS ENDED JUNE 30, 2025
+Added: FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
4 unchanged sentences
Noncontrolling
−Removed: Balance, April 1, 2025
−Removed: Issuance of restricted Class A common stock and long-term incentive plan (“LTIP”) Units for equity incentive plan compensation, net of shares withheld for employee taxes
+Added: Income (Loss)
+Added: Balance, July 1, 2025
+Added: Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures
+Added: Issuance of long-term incentive plan (“LTIP”) Units for equity incentive plan compensation, net of forfeitures
Issuance of C-LTIP Units to Manager
4 unchanged sentences
Distributions to partially owned properties’ noncontrolling interests
+Added: Acquisition of noncontrolling interests
Contributions from noncontrolling interests
−Removed: Total comprehensive income
−Removed: Cash redemption of Operating Partnership Units
−Removed: Holder redemption of Series A Preferred Stock and conversion into Class A common stock
+Added: Total comprehensive loss
Cash redemption of Series A Preferred Stock
2 unchanged sentences
Net income (loss)
−Removed: Balance, June 30, 2025
+Added: Balance, September 30, 2025
See Notes to Consolidated Financial Statements
BLUEROCK HOMES TRUST, INC.
−Removed: FOR THE THREE MONTHS ENDED JUNE 30, 2024
+Added: FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
3 unchanged sentences
Noncontrolling
−Removed: Balance, April 1, 2024
−Removed: Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes
+Added: Balance, July 1, 2024
+Added: Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures
+Added: Issuance of LTIP Units for equity incentive plan compensation
Issuance of C-LTIP Units to Manager
Series A Preferred Stock distributions declared
−Removed: Series A Preferred Stock accretion
Distributions to partially owned properties’ noncontrolling interests
+Added: Acquisition of noncontrolling interests
Holder redemption of Series A Preferred Stock and conversion into Class A common stock
+Added: Contributions from noncontrolling interests
Adjustment for noncontrolling interest ownership in the Operating Partnership
−Removed: Balance, June 30, 2024
+Added: Balance, September 30, 2024
See Notes to Consolidated Financial Statements
BLUEROCK HOMES TRUST, INC.
−Removed: FOR THE SIX MONTHS ENDED JUNE 30, 2025
+Added: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
6 unchanged sentences
Balance, January 1, 2025
−Removed: Issuance of restricted Class A common stock and long-term incentive plan LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes
+Added: Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures
+Added: Issuance of LTIP Units for equity incentive plan compensation, net of forfeitures
Issuance of C-LTIP Units to Manager
4 unchanged sentences
Distributions to partially owned properties’ noncontrolling interests
+Added: Acquisition of noncontrolling interests
Contributions from noncontrolling interests
6 unchanged sentences
Net income (loss)
−Removed: Balance, June 30, 2025
+Added: Balance, September 30, 2025
See Notes to Consolidated Financial Statements
BLUEROCK HOMES TRUST, INC.
−Removed: FOR THE SIX MONTHS ENDED JUNE 30, 2024
+Added: FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
4 unchanged sentences
Balance, January 1, 2024
−Removed: Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes
+Added: Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures
+Added: Issuance of LTIP Units for equity incentive plan compensation
Issuance of C-LTIP Units to Manager
2 unchanged sentences
Distributions to partially owned properties’ noncontrolling interests
−Removed: Contributions from noncontrolling interests
+Added: Acquisition of noncontrolling interests
Holder redemption of Series A Preferred Stock and conversion into Class A common stock
+Added: Contributions from noncontrolling interests
Adjustment for noncontrolling interest ownership in the Operating Partnership
−Removed: Balance, June 30, 2024
+Added: Net income (loss)
+Added: Balance, September 30, 2024
See Notes to Consolidated Financial Statements
2 unchanged sentences
(In thousands)
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Cash flows from operating activities
3 unchanged sentences
Income from preferred equity investments
−Removed: (Gain on sale) and impairment of real estate investments, net
+Added: Income from investments in unconsolidated real estate funds
+Added: Impairment and (gain on sale) of real estate investments, net
Gain on sale of available-for-sale investments, net
4 unchanged sentences
Distributions of income and income from preferred equity investments
+Added: Distributions from investments in unconsolidated real estate funds
Share-based compensation attributable to equity incentive plan
15 unchanged sentences
Proceeds from sale and redemption of preferred equity investments
+Added: Insurance proceeds related to real estate investments
Investment in preferred equity investments
6 unchanged sentences
Contributions from noncontrolling interests
+Added: Purchase of interests from noncontrolling interests
Borrowings on mortgages payable
−Removed: Repayments on mortgages payable
+Added: Repayments on mortgages payable including prepayment penalties
Proceeds from revolving credit facilities
28 unchanged sentences
The Company’s Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize the Company’s return on investment.
−Removed: As of June 30, 2025, the Company held twenty-one real estate investments, consisting of fifteen consolidated investments and six preferred equity investments.
−Removed: The twenty-one investments represent an aggregate of 5,038 residential units, comprised of 3,640 consolidated units, of which 170 units are under development, and 1,398 units through preferred equity investments, which includes planned units and those under development.
−Removed: As of June 30, 2025, the Company’s consolidated operating investments were approximately 91.4 % occupied;
+Added: As of September 30, 2025, the Company held twenty-two real estate investments, consisting of seventeen consolidated investments and five preferred equity investments.
+Added: The twenty-two investments represent an aggregate of 5,282 residential units, comprised of 4,170 consolidated units, of which 358 units are under development, and 1,112 units through preferred equity investments, which includes planned units and those under development.
+Added: As of September 30, 2025, the Company’s consolidated operating investments were approximately 91.8 % occupied;
excluding units classified as held for sale and down/renovation units, the Company’s consolidated operating investments were approximately 93.7 % occupied.
8 unchanged sentences
The consolidated financial statements include the Company’s accounts and those of the Operating Partnership and its subsidiaries.
−Removed: As of June 30, 2025, limited partners other than the Company owned approximately 69.23 % of the common units of the Operating Partnership, of which 55.67 % were held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 13.56 % were held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.12 % which were not vested at June 30, 2025.
+Added: As of September 30, 2025, limited partners other than the Company owned approximately 69.30 % of the common units of the Operating Partnership, of which 55.74 % were held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 13.56 % were held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 2.99 % which were not vested at September 30, 2025.
+Added: Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation.
Summary of Significant Accounting Policies
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025 for discussion of the Company’s significant accounting policies.
−Removed: During the six months ended June 30, 2025, there were no material changes to these policies.
+Added: During the nine months ended September 30, 2025, there were no material changes to these policies.
Consolidated Investments in Real Estate, Preferred Equity Investments, Notes Receivable and Unconsolidated Funds
15 unchanged sentences
For investments that meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company classifies each investment as an available-for-sale (“AFS”) debt security as it does not have the positive intent to hold all investments to maturity.
−Removed: The Company accounts for these investments as preferred equity investments in its consolidated balance sheets, and it earns a fixed return on these investments which is included within income from preferred equity investments in its consolidated statements of operations and comprehensive income.
−Removed: AFS debt securities are carried at fair value in the Company’s consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in its consolidated balance sheets, and as a component of other comprehensive income in its consolidated statements of operations and comprehensive income.
+Added: The Company accounts for these investments as preferred equity investments on its consolidated balance sheets, and it earns a fixed return on these investments which is included within income from preferred equity investments on its consolidated statements of operations and comprehensive income.
+Added: AFS debt securities are carried at fair value in the Company’s consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income on its consolidated balance sheets, and as a component of other comprehensive income on its consolidated statements of operations and comprehensive income.
The Company evaluates each AFS debt security that has an unrealized loss recorded at the reporting date for a provision for credit loss, as applicable.
1 unchanged sentence
Prior to the fourth quarter 2024, the Company classified its preferred equity investments as held-to-maturity debt securities as the investments met the criteria of a security under ASC 320 Investments – Debt Securities .
−Removed: As of June 30, 2025, the Company does not have the positive intent to hold all the securities to maturity.
+Added: As of September 30, 2025, the Company does not have the positive intent to hold all the securities to maturity.
As such, the Company has reclassified all its previously held-to-maturity debt securities to AFS debt securities.
6 unchanged sentences
The proportionate share of the results of operations of these investments is recognized on a one-quarter lag and is recorded in the Company’s earnings or losses.
−Removed: For the three and six months ended June 30, 2025, the Company recorded current income tax expense of approximately $ 0.5 million and $ 0.8 million, respectively, and state income tax expense of $ 0.1 million and $ 0.2 million, respectively, related to income earned in certain taxable REIT subsidiaries.
+Added: For the three and nine months ended September 30, 2025, the Company recorded current income tax expense of approximately $ 0.3 million and $ 1.1 million, respectively, and state income tax expense of $ 0.1 million and $ 0.3 million, respectively, related to income earned in certain taxable REIT subsidiaries.
The Company records these amounts in income tax expense on the Company’s consolidated statements of operations and comprehensive income.
23 unchanged sentences
If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date.
−Removed: During this review process, if the Company determines that it is probable that it will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that preferred equity investment is not considered fully recoverable and a provision for credit loss is recorded.
+Added: During this review process, if the Company determines that it is probable that it will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, the preferred equity investment is not considered fully recoverable.
+Added: As such, a provision for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis.
+Added: Any remaining noncredit loss component of unrealized loss would be recognized as a component of other comprehensive income.
Changes in the provision for credit loss are recorded as a provision for (or recovery of) credit loss expense.
5 unchanged sentences
As inflation accelerated rapidly in the first half of 2023, the Federal Reserve increased interest rates a total of four times during 2023 to curb the effects of rising inflation.
−Removed: While the Federal Reserve reduced interest rates by 50-basis points in September 2024, with another 25-basis point reduction in each of November and December 2024, and have held rates steady during the first half of 2025, there can be no assurances that interest rates will not rise again, and the Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation.
+Added: While the Federal Reserve reduced interest rates by an aggregate of 100-basis points during 2024 and by another 25-basis points in September 2025, there can be no assurances that interest rates will not rise again, and the Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation.
Rising interest rates cause uncertainty in credit and capital markets which could have material and adverse effects on the Company’s financial condition, results of operations and cash flows.
7 unchanged sentences
On April 28, 2025, the Company, through a Delaware statutory trust (the “Southern Pines DST”), acquired a 272 -unit residential community located in Aberdeen, North Carolina known as Southern Pines Reserve, aka Hawthorne.
−Removed: The purchase price of $ 56.6 million was funded with (i) a $ 30.7 million senior loan secured by Southern Pines Reserve, (ii) borrowings of $ 20.0 million on the KeyBank Credit Facility, and (iii) cash of $ 8.9 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.
−Removed: Southern Pines Reserve is the second property acquired by the Company through a Delaware statutory trust to be part of a private placement offering through which interests in the Southern Pines DST will be issued to third party accredited investors therein.
+Added: The purchase price of $ 56.6 million was funded with (i) a $ 30.7 million senior loan secured by Southern Pines Reserve, (ii) borrowings of $ 20.0 million through the Company’s existing credit facility with KeyBank National Association (the “KeyBank Credit Facility” – refer to Note 10 for further information), and (iii) cash of $ 8.9 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.
+Added: Acquisition of Skytop Apartments
+Added: On September 29, 2025, the Company, through a Delaware statutory trust (the “Skytop DST”), acquired a 361 -unit residential community located in Cincinnati, Ohio known as Skytop Apartments.
+Added: The purchase price of $ 88.5 million was funded with (i) a $ 57.5
+Added: million senior loan secured by Skytop Apartments, (ii) borrowings of $ 22.0 million through the KeyBank Credit Facility, and (iii) cash of $ 13.0 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.
+Added: Southern Pines Reserve and Skytop Apartments are the second and third properties, respectively, acquired by the Company through Delaware statutory trusts (each, a “DST”) to be part of private placement offerings through which interests in each DST will be issued to third party accredited investors therein.
Refer to Note 9 for further information on the Company’s DST Program.
+Added: Harmony at Clear Creek Development
+Added: On September 30, 2025, the Company, through a joint venture with an unaffiliated third party (the “Harmony JV”), in which the Company holds an 85 % interest, acquired land located in Shawnee, Kansas for a purchase price of $ 2.3 million for the development of an approximately 188 -unit residential community to be known as Harmony at Clear Creek.
+Added: In connection with the acquisition and planned development, the Harmony JV entered into a construction loan agreement providing for borrowings of up to $ 46.5 million.
+Added: At September 30, 2025, the outstanding balance under the construction loan was negligible and is included in mortgages payable on the Company’s consolidated balance sheets.
+Added: The interest rate cap associated with the construction loan, and any capitalized interest, is recorded within construction in process on the consolidated balance sheets.
+Added: The Company accounts for Harmony at Clear Creek as a consolidated investment.
Purchase Price Allocation
−Removed: The real estate acquisition above has been accounted for as an asset acquisition.
−Removed: The purchase price was allocated to the acquired assets based on their estimated fair values at the date of acquisition.
−Removed: The following table summarizes the assets acquired at the acquisition date for Southern Pines Reserve (amounts in thousands):
+Added: The real estate acquisitions above have been accounted for as asset acquisitions.
+Added: The purchase prices were allocated to the acquired assets based on their estimated fair values at the dates of acquisition.
+Added: The following table summarizes the assets acquired at the acquisition dates for the Company’s acquisitions made during the nine months ended September 30, 2025 (amounts in thousands):
Building improvements
1 unchanged sentence
Furniture and fixtures
+Added: Construction in process
+Added: Accounts receivable, prepaids and other assets, net
In-place leases
Total assets acquired (1)
−Removed: The $ 58.7 million of total assets acquired includes $ 2.1 million of acquisition expenses that have been capitalized as the acquisition of Southern Pines Reserve has been accounted for as an asset acquisition.
+Added: (1) The $ 155.8 million in total assets acquired includes $ 8.4 million of acquisition expenses that have been capitalized as the acquisitions have been accounted for as asset acquisitions.
+Added: In connection with the acquisition of Skytop Apartments, the Company allocated approximately $ 5.5 million of the purchase price to a real estate tax abatement, which is recorded as an intangible asset within accounts receivable, prepaids, and other assets, net on the Company’s consolidated balance sheets.
+Added: The tax abatement is being amortized on a straight-line basis over its estimated remaining useful life of approximately 13.3 years.
+Added: As the acquisition of Skytop Apartments occurred near the end of the reporting period, no amortization expense related to the tax abatement was recorded for the three or nine months ended September 30, 2025.
+Added: The following table presents the estimated future amortization expense of the tax abatement as of September 30, 2025 (in thousands):
+Added: 2025 (October 1 – December 31)
+Added: Acquisition of Additional Interests in Investments
+Added: On July 11, 2025, the Company purchased the noncontrolling partner’s interest in each of the Peak JV 2 and Peak JV 3 portfolios for $ 0.2 million and $ 0.9 million, respectively.
+Added: The Company increased its interest in (i) the Peak JV 2 portfolio from 80 % to 100 % and (ii) the Peak JV 3 portfolio from 56 % to 100 %.
Note 4 – Sale of Real Estate Assets
Sales of Consolidated Operating Units
−Removed: During the three months ended June 30, 2025, the Company closed on the following sales:
+Added: During the three months ended September 30, 2025, the Company closed on the following sales:
3 units in the ILE portfolio, 2 units in the Indy-Springfield portfolio, 3 units in the Peak JV 2 portfolio, and 11 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements.
1 unchanged sentence
After deducting the paydown of existing mortgage indebtedness encumbering 3 units in the ILE portfolio of approximately $ 0.4 million, the sales of the 19 units generated net proceeds of approximately $ 2.6 million and a gain on sales of approximately $ 0.2 million.
−Removed: During the six months ended June 30, 2025, the Company closed on the following sales:
+Added: During the nine months ended September 30, 2025, the Company closed on the following sales:
20 units in the ILE portfolio, 14 units in the Indy-Springfield portfolio, 22 units in the Peak JV 2 portfolio, and 48 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements.
2 unchanged sentences
Held for Sale
−Removed: At June 30, 2025 and December 31, 2024, the Company classified an aggregate of 94 units and 167 units, respectively, as held for sale in its consolidated balance sheets.
−Removed: For the three and six months ended June 30, 2025 and 2024, the Company recorded an impairment of $ 0.1 million and $ 1.1 million, and $ 0.2 million and $ 1.2 million, respectively, related to held for sale units which is included in gain on sale and (impairment) of real estate investments, net in its consolidated statements of operations and comprehensive income.
−Removed: The 94 units classified as held for sale at June 30, 2025 are all reported in the Company’s scattered single-family homes segment and are included in the following portfolios:
−Removed: 3 units of ILE, 25 units of Indy-Springfield, 13 units of Peak JV 2, and all 53 units of Peak JV 3.
+Added: At September 30, 2025 and December 31, 2024, the Company classified an aggregate of 84 units and 167 units, respectively, as held for sale on its consolidated balance sheets.
+Added: For the three and nine months ended September 30, 2025 and 2024, the Company recorded an impairment of $ 0.4 million and $ 0.9 million, and $ 0.6 million and $ 2.1 million, respectively, related to held for sale units which is included in (impairment) and gain on sale of real estate investments, net on its consolidated statements of operations and comprehensive income.
+Added: The 84 units classified as held for sale at September 30, 2025 are all reported in the Company’s scattered single-family homes segment and are included in the following portfolios:
+Added: 4 units of Golden Pacific, 5 units of ILE, 23 units of Indy-Springfield, 10 units of Peak JV 2, and all 42 units of Peak JV 3.
These units were identified based on submarket analysis and individual unit-level operational review.
1 unchanged sentence
Note 5 - Investments in Real Estate
−Removed: As of June 30, 2025, the Company held twenty-one real estate investments, consisting of fifteen consolidated operating investments and six held through preferred equity investments.
+Added: As of September 30, 2025, the Company held twenty-two real estate investments, consisting of seventeen consolidated operating investments and five held through preferred equity investments.
The following tables provide summary information regarding the Company’s consolidated operating investments and preferred equity investments.
2 unchanged sentences
Location / Market
−Removed: Scattered Single-Family Homes
−Removed: Golden Pacific
−Removed: Indy-Springfield
−Removed: Dallas-Fort Worth, TX
−Removed: Total Scattered Single-Family Homes
Residential Communities
4 unchanged sentences
Jacksonville, FL
+Added: Skytop Apartments (3)
+Added: Cincinnati, OH
Southern Pines Reserve (3)
3 unchanged sentences
Total Residential Communities Units
+Added: Scattered Single-Family Homes
+Added: Golden Pacific
+Added: Indy-Springfield
+Added: Dallas-Fort Worth, TX
+Added: Total Scattered Single-Family Homes
Total Operating Units
2 unchanged sentences
Abode Wendell Falls
+Added: Harmony at Clear Creek
Total Development Units
(1) Total number of units includes an aggregate of 84 units classified as held for sale, with such units included in the following portfolios:
−Removed: 3 units of ILE, 25 units of Indy-Springfield, 13 units of Peak JV 2, and all 53 units of Peak JV 3.
−Removed: Depreciation expense was $ 6.0 million and $ 4.3 million, and $ 11.6 million and $ 8.3 million, for the three and six months ended June 30, 2025 and 2024, respectively.
+Added: 4 units of Golden Pacific, 5 units of ILE, 23 units of Indy-Springfield, 10 units of Peak JV 2, and all 42 units of Peak JV 3.
+Added: (2) Amira at Westly is held through the Company’s DST Program (refer to Note 9 for further information).
+Added: The Amira at Westly DST has been fully subscribed with equity from individual investors.
+Added: (3) Skytop Apartments and Southern Pines Reserve are held through the Company’s DST Program.
+Added: Depreciation expense was $ 6.3 million and $ 4.1 million, and $ 17.8 million and $ 12.4 million, for the three and nine months ended September 30, 2025 and 2024, respectively.
Intangibles related to the Company’s consolidated investments in real estate consist of the value of in-place leases.
−Removed: Amortization expense related to the in-place leases was $ 1.2 million and $ 0.5 million, and $ 3.1 million and $ 0.5 million, for the three and six months ended June 30, 2025 and 2024, respectively.
+Added: Amortization expense related to the in-place leases was $ 0.5 million and $ 0.8 million, and $ 3.6 million and $ 1.3 million, for the three and nine months ended September 30, 2025 and 2024, respectively.
Preferred Equity Investments
−Removed: Lease-up Investment Name
−Removed: Location / Market
−Removed: Total Lease-up Units
Development Investment Name
3 unchanged sentences
Total Development Units
+Added: Lease-up Investment Name
+Added: Total Lease-up Units
Operating Investment Name (1)
−Removed: The Cottages of Port St.
Wayford at Innovation Park
1 unchanged sentence
Total Operating Units
−Removed: Operating investments represent stabilized operating properties.
+Added: Operating investment represents a stabilized operating property.
Note 6 – Notes and Interest Receivable
Following is a summary of the notes and accrued interest receivable due from loan investments at December 31, 2024 (amounts in thousands).
−Removed: The Company held no loan investments and there were no outstanding interest receivable amounts due to the Company at June 30, 2025.
+Added: The Company held no loan investments and there were no outstanding interest receivable amounts due to the Company at September 30, 2025.
Investment Name
7 unchanged sentences
Allowance for credit losses
−Removed: The Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, including any accrued but unpaid interest amounts, in February and May 2025, respectively.
+Added: In February and May 2025, the Company’s loan investments in each of Wayford at Pringle and Willow Park were paid off in full, respectively, including any accrued but unpaid interest amounts.
Refer to the Loan Investment Summary disclosure below for further information.
Allowance for Credit Losses
−Removed: The allowance for credit losses of the Company’s loan investments at June 30, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands):
+Added: The allowance for credit losses of the Company’s loan investments at September 30, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands).
+Added: September 30,
Beginning balances, net as of January 1, 2025 and 2024, respectively
2 unchanged sentences
Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets.
−Removed: The recovery of credit losses during the period ended June 30, 2025 was attributable to the removal of the two remaining investments from the pool of assets.
−Removed: Following is a summary of the interest income from loan investments for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):
+Added: The recovery of credit losses during the period ended September 30, 2025 was attributable to the removal of the two remaining investments from the pool of assets.
+Added: Following is a summary of the interest income from loan investments for the three months ended September 30, 2024 and the nine months ended September 30, 2025 and 2024 (amounts in thousands).
+Added: The Company did no t record any interest income from loan investments during the three months ended September 30, 2025 as it held no loan investments during this period.
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Investment Name
3 unchanged sentences
(1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full.
−Removed: (2) The Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, including any accrued but unpaid interest amounts, in February and May 2025, respectively.
−Removed: Refer to the Loan Investment Summary disclosure below for further information.
+Added: (2) In February and May 2025, the Company’s loan investments in each of Wayford at Pringle and Willow Park were paid off in full, respectively, including any accrued but unpaid interest amounts.
Loan Investment Summary
−Removed: During the six months ended June 30, 2025, the Company’s two remaining loan investments were paid off in full, including any accrued but unpaid interest amounts, as follows:
−Removed: (i) Wayford at Pringle in the aggregate amount of $ 23.0 million, which included the Company’s principal investment of $ 22.3 million and accrued interest of $ 0.7 million, and (ii) Willow Park in the aggregate amount of $ 9.4 million, which included the Company’s principal investment of $ 9.4 million and a nominal amount of accrued interest.
+Added: During the nine months ended September 30, 2025, the Company’s two remaining loan investments were paid off in full, including any accrued but unpaid interest amounts, as follows:
+Added: (i) Wayford at Pringle in the aggregate amount of $ 23.0 million, which included the Company’s principal investment of $ 22.3 million and accrued interest of $ 0.7 million, and (ii) Willow Park in the aggregate amount of $ 9.4 million, which included the Company’s principal investment of $ 9.4 million and a negligible amount of accrued interest.
Note 7 – Investment in Unconsolidated Real Estate Fund
−Removed: At June 30, 2025, the Company, through a wholly-owned subsidiary of the Operating Partnership, had one investment in an unconsolidated real estate fund which is accounted for under the equity method.
−Removed: The Company earns a return on its investment which is recognized on a one-quarter lag and is to be recorded in its consolidated statement of operations and comprehensive income.
−Removed: The carrying amount of the Company’s investment in the unconsolidated real estate fund at June 30, 2025 is summarized below (amounts in thousands).
+Added: At September 30, 2025, the Company, through a wholly-owned subsidiary of the Operating Partnership, had one investment in an unconsolidated real estate fund which is accounted for under the equity method.
+Added: The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in income from investments in unconsolidated real estate funds on its consolidated statement of operations and comprehensive income.
+Added: The carrying amount of the Company’s investment in the unconsolidated real estate fund at September 30, 2025 is summarized below (amounts in thousands).
The Company held no investments in unconsolidated real estate funds at December 31, 2024.
Weighted Average Company
+Added: September 30,
Investment Name
1 unchanged sentence
Marble Capital Income and Impact Fund, LP (2)
−Removed: (1) Weighted average ownership percentage as of June 30, 2025.
+Added: (1) Weighted average ownership percentage as of September 30, 2025.
(2) The Company accounts for its investment in the Marble Capital Income and Impact Fund, LP under the equity method as the Company considers its degree of influence to be more than minor.
−Removed: Summary combined financial information for the Company’s investment in the unconsolidated real estate fund at March 31, 2025, and for the three months ended March 31, 2025, is summarized below (amounts in thousands):
+Added: Summary combined financial information for the Company’s investment in the unconsolidated real estate fund at June 30, 2025, and for the three and six months ended June 30, 2025, is summarized below (amounts in thousands):
Balance Sheet
4 unchanged sentences
Three Months Ended
+Added: Six Months Ended
Operating Statement
−Removed: March 31, 2025
+Added: June 30, 2025
+Added: June 30, 2025
Investment income
1 unchanged sentence
Net gain on investments
−Removed: Net increase from non-controlling interest
+Added: Net decrease from non-controlling interest
Net increase in partners’ capital
3 unchanged sentences
Note 8 – Preferred Equity Investments
−Removed: At June 30, 2025, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in six joint ventures which are classified as available-for-sale debt securities.
−Removed: The Company earns a fixed return on these investments which is included within income from preferred equity investments in its consolidated statements of operations and comprehensive income.
+Added: At September 30, 2025, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in five joint ventures which are classified as available-for-sale debt securities.
+Added: The Company earns a fixed return on these investments which is included within income from preferred equity investments on its consolidated statements of operations and comprehensive income.
Each joint venture’s purpose is to develop or operate a portfolio of residential units.
−Removed: The carrying amount of the Company’s preferred equity investments at June 30, 2025 and December 31, 2024 is summarized in the table below (amounts in thousands):
+Added: The carrying amount of the Company’s preferred equity investments at September 30, 2025 and December 31, 2024 is summarized in the table below (amounts in thousands):
+Added: September 30,
Investment Name
7 unchanged sentences
Gross unrealized gain (loss), net
−Removed: (1) In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold, and the Company’s preferred equity investment in The Cottages at Myrtle Beach was fully redeemed.
+Added: (1) In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold.
Refer to the Preferred Equity Investment Summary disclosure below for further information.
−Removed: The following table summarizes the net carrying amount and fair value of the Company’s preferred equity investments, which are classified as available-for-sale debt securities, by contractual maturity at June 30, 2025 (amounts in thousands):
+Added: (2) The Company’s preferred equity investments in The Cottages at Myrtle Beach and The Cottages of Port St.
+Added: Lucie were fully redeemed in April and July 2025, respectively.
+Added: Refer to the Preferred Equity Investment Summary disclosure below for further information.
+Added: The following table summarizes the net carrying amount and fair value of the Company’s preferred equity investments, which are classified as available-for-sale debt securities, by contractual maturity at September 30, 2025 (amounts in thousands):
Available-for-sale
3 unchanged sentences
Due after three years
−Removed: The following table summarizes the Company’s income from preferred equity investments for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):
−Removed: Three Months Ended June 30,
−Removed: Six Months Ended June 30,
+Added: The following table summarizes the Company’s income from preferred equity investments for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):
+Added: Three Months Ended September 30,
+Added: Nine Months Ended September 30,
Investment Name
2 unchanged sentences
Peak Housing (2)
+Added: Sanford Marketplace
The Cottages at Myrtle Beach (3)
4 unchanged sentences
Total income from preferred equity investments (4)
−Removed: (1) In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold, and the Company’s preferred equity investment in The Cottages at Myrtle Beach was fully redeemed.
−Removed: Refer to the Preferred Equity Investment Summary disclosure below for further information.
+Added: (1) In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold.
(2) The Company’s preferred equity investments in Peak Housing and The Woods at Forest Hill were fully redeemed in September and November 2024, respectively.
+Added: (3) The Company’s preferred equity investments in The Cottages at Myrtle Beach and The Cottages of Port St.
+Added: Lucie were fully redeemed in April and July 2025, respectively.
(4) Total income from preferred equity investments includes both current and accrued income amounts.
−Removed: For the three and six months ended June 30, 2025 and 2024, the accrued portion of total income was $ 2.1 million and $ 2.7 million, and $ 4.0 million and $ 5.2 million, respectively.
−Removed: At June 30, 2025 and December 31, 2024, the Company had $ 18.1 million and $ 23.3 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net in its consolidated balance sheets.
+Added: For the three and nine months ended September 30, 2025 and 2024, the accrued portion of total income was $ 1.6 million and $ 2.6 million, and $ 4.3 million and $ 7.8 million, respectively.
+Added: At September 30, 2025 and December 31, 2024, the Company had $ 10.4 million and $ 23.3 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net on its consolidated balance sheets.
Preferred Equity Investment Summary
−Removed: During the six months ended June 30, 2025, the Company (i) increased its original capital commitment for preferred equity interests in Wayford at Innovation Park by $ 2.0 million, increasing its total investment to $ 15.4 million, (ii) entered into a joint venture agreement with an unaffiliated third party, and made a commitment to invest $ 16.2 million for preferred equity interests, to develop an approximately 300 unit residential community located in Sanford, North Carolina known as Sanford Marketplace, and (iii) had its preferred equity investment in The Cottages at Myrtle Beach fully redeemed in the aggregate amount of $ 28.1 million, which included the Company’s principal investment of $ 17.9 million, and accrued preferred return and outstanding amounts of $ 10.2 million.
−Removed: In addition, the Company sold its preferred equity interests in Indigo Cove and Wayford at Pringle to a joint venture, with such joint venture including an affiliate of Bluerock Homes Manager, LLC (the Company’s “Manager”), in the aggregate amounts of $ 4.2 million and $ 9.2 million, respectively, which included the Company’s outstanding principal investments and accrued preferred returns, net of any reimbursements.
−Removed: As of June 30, 2025, the Company had funded $ 11.6 million of its $ 37.8 million aggregate commitment to fund capital for preferred equity interests in Canvas at Wildwood, River Ford, and Sanford Marketplace.
+Added: During the nine months ended September 30, 2025, the Company (i) increased its original capital commitment for preferred equity interests in Wayford at Innovation Park by $ 2.0 million, increasing its total investment to $ 15.4 million, (ii) entered into a joint venture agreement with an unaffiliated third party and made a commitment to invest $ 16.2 million for preferred equity interests in the development of an approximately 300 -unit residential community located in Sanford, North Carolina known as Sanford Marketplace, and (iii) had its preferred equity investments in two joint ventures with unaffiliated third parties fully redeemed as follows:
+Added: (a) The Cottages at Myrtle Beach redeemed in the aggregate amount of $ 28.1 million, which included the Company’s principal investment of $ 17.9 million, and accrued preferred return and outstanding amounts of $ 10.2 million, and (b) The Cottages of Port St.
+Added: Lucie redeemed in the aggregate amount of $ 30.0 million, which included the Company’s principal investment of $ 18.8 million, and accrued preferred return and outstanding amounts of $ 11.2 million.
+Added: In addition, the Company sold its preferred equity interests in Indigo Cove and Wayford at Pringle to a joint venture, with such joint venture including an affiliate of Bluerock Homes Manager, LLC (the Company’s external manager), in the aggregate amounts of $ 4.2 million and $ 9.2 million, respectively, which included the Company’s outstanding principal investments and accrued preferred returns, net of any reimbursements.
+Added: As of September 30, 2025, the Company had funded $ 14.6 million of its $ 37.8 million aggregate commitment to fund capital for preferred equity interests in Canvas at Wildwood, River Ford, and Sanford Marketplace.
Note 9 – DST Program
−Removed: The Company has a program to raise capital through private placement offerings under which it sells beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (collectively, the “DST Program”).
−Removed: Under the DST Program, the private placement offers interest in the real property placed into a Delaware statutory trust (a “DST Property”).
−Removed: The underlying interest of the real property sold to investors pursuant to such private placement is leased-back by a wholly-owned subsidiary of the Operating Partnership on a long-term basis through a master lease agreement.
+Added: The Company has a program (collectively, the “DST Program”) through which it raises capital in private placement offerings of beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (each, a “DST Property”).
+Added: Each DST Property is leased-back by a wholly-owned subsidiary of the Operating Partnership on a long-term basis through a master lease agreement.
The master lease agreement is partially guaranteed by the Operating Partnership in the form of a demand note capitalizing the lessee.
−Removed: Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trust from the investors in exchange for OP Units or cash commencing two years after full syndication.
+Added: Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the DST from the investors in exchange for OP Units or cash commencing two years after full syndication.
As the Company is the primary beneficiary of the DST Property for financial reporting purposes, the Company consolidates the DST Property and operations in its financial statements.
Under the master lease, a wholly-owned indirect subsidiary of the Operating Partnership is responsible for subleasing the property to tenants, paying certain underlying costs associated with operating the property, and remitting rent to the DST that owns such property.
−Removed: As of June 30, 2025, the Company had two properties (Amira at Westly and Southern Pines Reserve) in its DST Program and had raised net offering proceeds of $ 45.5 million, with total net real estate investments associated with the DST Program of $ 160.3 million.
+Added: The following table summarizes the Company’s offerings in its DST Program as of September 30, 2025 (amounts in thousands):
+Added: Net Offering Proceeds
+Added: Net Real Estate Investments
+Added: Amira at Westly (1)
+Added: Skytop Apartments (2)
+Added: Cincinnati, OH
+Added: Southern Pines Reserve
+Added: (1) The Amira at Westly DST has been fully subscribed with equity from individual investors.
+Added: (2) Skytop Apartments was acquired on September 29, 2025.
Note 10— Revolving Credit Facilities
−Removed: The outstanding balances on the revolving credit facilities at December 31, 2024 were as follows (amounts in thousands).
−Removed: At June 30, 2025, the KeyBank Credit Facility had no outstanding balance and the Amended DB Credit Facility was amended and restated (refer to below for further information).
+Added: The outstanding balances on the revolving credit facilities at September 30, 2025 and December 31, 2024 were as follows (amounts in thousands):
+Added: September 30,
Revolving Credit Facilities
7 unchanged sentences
Borrowings under the Amended DB Credit Facility bore interest on the amount drawn at Term Secured Overnight Financing Rate (“SOFR”) plus 2.80 %, and borrowings could be prepaid without premium or penalty.
−Removed: On April 4, 2025, the Company entered into an amended and restated agreement with Deutsche Bank that replaced the Amended DB Credit Facility with a senior loan (the “DB Loan”;
−Removed: refer to Note 11 for further information).
+Added: On April 4, 2025, the Company entered into an amended and restated agreement with Deutsche Bank that replaced the Amended DB Credit Facility with a senior loan (the “DB Loan” - refer to Note 11 for further information).
KeyBank Credit Facility
3 unchanged sentences
Borrowings under the KeyBank Credit Facility bear interest per annum, at the Company’s option, at SOFR (Daily Simple or Term) plus 3.60 % or the base rate plus 2.50 % (base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50 %, and (iii) Adjusted Term SOFR for a one-month interest period plus 1.00 %), and borrowings can be prepaid without premium or penalty.
+Added: At September 30, 2025, the interest rate on outstanding borrowings was 7.76 %.
The Company pays a fee on the unused portion of the KeyBank Credit Facility at an annual rate of 0.30 %.
2 unchanged sentences
The KeyBank Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt service coverage ratio and minimum tangible net worth.
−Removed: At June 30, 2025, the KeyBank Credit Facility was fully paid down with no outstanding balance.
+Added: At September 30, 2025, the KeyBank Credit Facility was drawn at $ 22.0 million, and the Company was in compliance with all covenants under the KeyBank Credit Facility.
Note 11 – Mortgages Payable
−Removed: The following table summarizes certain information at June 30, 2025 and December 31, 2024 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):
+Added: The following table summarizes certain information at September 30, 2025 and December 31, 2024 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):
Outstanding Principal
−Removed: As of June 30, 2025
+Added: As of September 30, 2025
+Added: September 30,
Interest-only
9 unchanged sentences
August 1, 2029
+Added: Skytop Apartments
+Added: Interest-only
+Added: October 1, 2035
Southern Pines Reserve
8 unchanged sentences
October 4, 2027
+Added: Harmony at Clear Creek (5)
Interest-only
+Added: September 30, 2028
+Added: Interest-only
October 1, 2027
14 unchanged sentences
The Deutsche Bank loan (“DB Loan”) bears interest at one-month Term SOFR plus 2.95 %.
−Removed: In June 2025, the one-month Term SOFR in effect was 4.32 %.
+Added: In September 2025, the one-month Term SOFR in effect was 4.28 %.
The Term SOFR rate is subject to a 2.50 % rate cap through April 2026;
1 unchanged sentence
The DB Loan contains certain financial and operating covenants, including maximum leverage, minimum debt yield and minimum debt service coverage.
+Added: Represents a construction loan with a maximum commitment of $ 46.5 million.
+Added: At September 30, 2025, a negligible amount was drawn on the loan.
The ILE loan bears interest at one-month Term SOFR plus 2.85 %, subject to a 6.50 % rate floor, and contains a minimum debt service coverage covenant.
The Wayford at Concord loan bears interest at the 30-day average SOFR plus 2.23 %.
−Removed: In June 2025, the 30-day average SOFR in effect was 4.31 %.
+Added: In September 2025, the 30-day average SOFR in effect was 4.35 %.
SOFR rate is subject to a 2.50 % rate cap through April 2027;
2 unchanged sentences
Costs incurred in obtaining long-term financing are amortized on a straight-line basis to interest expense over the terms of the related financing agreements, as applicable, which approximates the effective interest method.
+Added: Amortization of deferred financing costs, including amounts related to the revolving credit facilities (refer to Note 10 for further information), for the three and nine months ended September 30, 2025 and 2024 was $ 0.5 million and $ 0.4 million, and $ 1.7 million and $ 1.1 million, respectively.
Fair value adjustments of debt
4 unchanged sentences
Prepayment penalties incurred on the early repayment of debt and costs incurred in a debt modification that are not capitalized would also be included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations and comprehensive income.
−Removed: The Company had a negligible amount of loss on extinguishment of debt and no debt modification costs during the three and six months ended June 30, 2025.
−Removed: The Company had no loss on extinguishment of debt or debt modification costs during the corresponding periods ended June 30, 2024.
+Added: The Company had a negligible amount of loss on extinguishment of debt and no debt modification costs during the three and nine months ended September 30, 2025.
+Added: The Company had $ 0.1 million of loss on extinguishment of debt and no debt modification costs for both the three and nine months ended September 30, 2024.
Debt maturities
−Removed: The following table summarizes the Company’s contractual principal payments of its borrowing at June 30, 2025 for the five subsequent years and thereafter (amounts in thousands).
−Removed: 2025(July 1 - December 31)
+Added: At September 30, 2025, contractual principal payments of the Company’s borrowings, including its KeyBank Credit Facility, for the five subsequent years and thereafter are as follows (amounts in thousands):
+Added: 2025 (October 1 - December 31)
Unamortized fair value debt adjustment
Deferred financing costs, net
−Removed: The net book value of real estate assets providing collateral for these above borrowings was $ 638.9 million at June 30, 2025.
+Added: The net book value of real estate assets providing collateral for these above borrowings was $ 721.3 million at September 30, 2025.
The mortgage loans encumbering the Company’s properties are nonrecourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender.
19 unchanged sentences
Fair Value of Financial Instruments
−Removed: At June 30, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due from and due to affiliates, revolving credit facilities, accounts payable, other accrued liabilities, and distributions payable approximate fair value based on their highly liquid nature and/or short-term maturities and are classified in Level 1 of the fair value hierarchy.
+Added: At September 30, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due from and due to affiliates, revolving credit facilities, accounts payable, other accrued liabilities, and distributions payable approximate fair value based on their highly liquid nature and/or short-term maturities and are classified in Level 1 of the fair value hierarchy.
The carrying values of notes receivable approximate fair value because stated interest rate terms are consistent with interest rate terms on new deals with similar leverage and risk profiles.
The fair values of notes receivable are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.
−Removed: At June 30, 2025, the Company’s investment in the Marble Fund was recorded at cost.
−Removed: The fair value of the Marble Fund is based upon the net asset value reported within the Marble Fund’s financial information.
+Added: At September 30, 2025, the fair value of the Marble Fund is based upon the net asset value reported within the Marble Fund’s financial information.
This financial information represents market prices within an inactive market as the Marble Fund prices units based on the net asset value of the fund.
3 unchanged sentences
Refer to Note 7 for further information on the Marble Fund.
−Removed: As of June 30, 2025 and December 31, 2024, based on the discounted amount of future cash flows using rates currently available to the Company for similar liabilities, the fair value of the Company’s mortgages payable is estimated at $ 343.8 million and $ 250.2 million, respectively, compared to the carrying amounts, before adjustments for deferred financing costs, net, of $ 345.1 million and $ 258.2 million, respectively.
+Added: As of September 30, 2025 and December 31, 2024, based on the discounted amount of future cash flows using rates currently available to the Company for similar liabilities, the fair value of the Company’s mortgages payable is estimated at $ 401.4 million and $ 250.2 million, respectively, compared to the carrying amounts, before adjustments for deferred financing costs, net, of $ 401.8 million and $ 258.2 million, respectively.
The fair value of mortgages payable is estimated based on interest rates obtained from a third party for similar types of borrowing arrangements and accordingly, the fair value of mortgages payable is classified in Level 2 of the fair value hierarchy.
−Removed: The carrying values and fair values of the Company’s financial instruments recorded at fair value on a recurring basis at June 30, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands):
−Removed: June 30, 2025
+Added: The carrying values and fair values of the Company’s financial instruments recorded at fair value on a recurring basis at September 30, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands):
+Added: September 30, 2025
December 31, 2024
16 unchanged sentences
The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy.
−Removed: The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three and six months ended June 30, 2025 and 2024 are summarized in the table below (amounts in thousands).
+Added: The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three and nine months ended September 30, 2025 and 2024 are summarized in the table below (amounts in thousands).
The units classified as held for sale are all reported in the Company’s scattered single-family homes segment.
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
Investment in operating units classified as held for sale (Level 3)
2 unchanged sentences
Fair value (2)
−Removed: Impairment amounts are included in gain on sale and impairment of real estate investments, net in the Company’s consolidated statements of operations and comprehensive income.
+Added: Impairment amounts are included in (impairment) and gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income.
Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets.
2 unchanged sentences
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its operating real estate and related intangible assets may not be recoverable.
−Removed: If the Company does not believe that it will be able to recover the carrying value of operating real estate, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate based on discounted cash flows of the operating asset using inputs that fall within Level 3 of the fair value hierarchy.
−Removed: No impairment losses on operating real estate and related intangible assets were recorded during the three and six months ended June 30, 2025 and 2024.
+Added: If the Company does not believe that it will be able to recover the carrying value of operating real estate, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate.
+Added: Fair value is determined by using valuation techniques appropriate to the specific operating asset, which may include discounted cash flow analysis or a broker’s opinion of value.
+Added: These valuation methods utilize inputs that fall within Level 3 of the fair value hierarchy.
+Added: During the three and nine months ended September 30, 2025, the Company recognized an impairment loss of approximately $ 3.8 million related to its Peak JV 2 portfolio, which is included in the Company’s scattered single-family homes segment.
+Added: The impairment loss is reflected in (impairment) and gain on sale of real estate investments, net within the Company’s consolidated statements of operations and comprehensive income.
+Added: Of the total impairment loss, approximately $ 3.5 million was attributable to a revised hold period assessment for 75 units within the portfolio that are now expected to be sold in the near term.
+Added: The remaining $ 0.3 million impairment was driven by deterioration in submarket conditions.
+Added: No impairment losses were recorded on operating real estate or related intangible assets during the three and nine months ended September 30, 2024.
+Added: The Company’s operating units for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three and nine months ended September 30, 2025 and 2024 are summarized in the table below (amounts in thousands).
+Added: The operating units for which the Company has recorded impairment losses are all reported in the Company’s scattered single-family homes segment.
+Added: Three Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: Investment in operating units (Level 3)
+Added: Pre-impairment amount
+Added: Total impairments (1)
+Added: Fair value (2)
+Added: (1) Impairment amounts are included in (impairment) and gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income.
+Added: (2) Operating real estate assets for which the Company has recorded impairment losses are reported at the lower of their carrying value or estimated fair value and are included within total net operating real estate investments on the Company’s consolidated balance sheets.
+Added: The estimated fair value is based on estimates obtained from third-party brokers and current market conditions.
Note 13 – Derivative Financial Instruments
11 unchanged sentences
The Company does not use derivative financial instruments for trading or speculative purposes.
−Removed: At June 30, 2025, the Company had interest rate caps and swaps which effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying interest rate for $ 101.0 million of the Company’s debt.
−Removed: The following table summarizes the Company’s derivative financial instruments at June 30, 2025 ($ in thousands):
+Added: At September 30, 2025, the Company had interest rate caps and swaps which effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying interest rate for $ 100.8 million of the Company’s debt.
+Added: The following table summarizes the Company’s derivative financial instruments at September 30, 2025 ($ in thousands):
Interest Rate Caps
4 unchanged sentences
Latest maturity date
−Removed: The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at June 30, 2025 and December 31, 2024 (amounts in thousands):
+Added: The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at September 30, 2025 and December 31, 2024 (amounts in thousands):
Derivatives not designated as hedging
2 unchanged sentences
Balance Sheet Location
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
3 unchanged sentences
Accounts receivable, prepaids and other assets, net
−Removed: The table below presents the classification and effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):
+Added: The table below presents the classification and effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):
The Effect of Derivative Instruments
−Removed: on the Statements of Operations
+Added: on the Statements of Operations and Comprehensive Income
Derivatives not designated as hedging
−Removed: Location of Gain (Loss)
−Removed: Three Months Ended June 30,
−Removed: Six Months Ended June 30,
+Added: Location of Loss
+Added: Three Months Ended September 30,
+Added: Nine Months Ended September 30,
instruments under ASC 815-20
6 unchanged sentences
Management Agreement
−Removed: In October 2022, the Company entered into a management agreement (the “Management Agreement”) with the Operating Partnership and Bluerock Homes Manager, LLC (the “Manager”), which is an affiliate of Bluerock Real Estate, LLC, pursuant to which the Manager provides for the day-to-day management of the Company’s operations.
+Added: In October 2022, the Company entered into a management agreement (the “Management Agreement”) with the Operating Partnership and Bluerock Homes Manager, LLC (the “Manager”) pursuant to which the Manager provides for the day-to-day management of the Company’s operations.
Pursuant to the terms of the Management Agreement, the Manager provides the Company with a management team and appropriate support personnel to provide such management services to the Company.
7 unchanged sentences
The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the average of the closing prices of the Class A common stock for the five business days prior to issuance.
−Removed: For the three and six months ended June 30, 2025, the Company recorded base management fees of $ 2.6 million and $ 5.1 million, respectively, of which $ 0.2 million and $ 0.4 million, respectively, were, or shall be, paid in C-LTIP Units with the remainder paid in cash.
−Removed: For the three and six months ended June 30, 2024, the Company recorded base management fees of $ 2.2 million and $ 4.2 million, respectively, of which one half ( 50 %) was paid in C-LTIP Units and the remainder paid in cash.
+Added: For the three and nine months ended September 30, 2025, the Company recorded base management fees of $ 2.6 million and $ 7.8 million, respectively, of which $ 0.2 million and $ 0.6 million, respectively, were, or shall be, paid in C-LTIP Units with the remainder paid in cash.
+Added: For the three and nine months ended September 30, 2024, the Company recorded base management fees of $ 2.4 million and $ 6.6 million, respectively, of which one half ( 50 %) was paid in C-LTIP Units and the remainder paid in cash.
There have been no incentive fee expenses incurred during 2025 or the year ended December 31, 2024.
−Removed: For the three and six months ended June 30, 2025 and 2024, the Company recorded operating expense reimbursements of $ 1.0 million and $ 1.1 million, and $ 2.0 million and $ 2.3 million, respectively.
+Added: For the three and nine months ended September 30, 2025 and 2024, the Company recorded operating expense reimbursements of $ 1.0 million and $ 1.0 million, and $ 3.0 million and $ 3.3 million, respectively.
Commencing with operating expense reimbursements for the first quarter 2024, the Company paid the operating expense reimbursement to the Manager entirely in cash.
−Removed: In addition, for the three and six months ended June 30, 2025 and 2024, the Company recorded direct expense reimbursements of $ 0.2 million and $ 0.07 million, and $ 0.3 million and $ 0.2 million, respectively, which were, or shall be, paid to the Manager in cash.
−Removed: Both the operating and direct expense reimbursements were recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.
−Removed: The table below presents the related party amounts payable to the Manager at June 30, 2025 and December 31, 2024 pursuant to the terms of the Management Agreement (amounts in thousands).
−Removed: The Company records these payables in due to affiliates in its consolidated balance sheets.
+Added: In addition, for the three and nine months ended September 30, 2025 and 2024, the Company recorded direct expense reimbursements of $ 0.1 million and $ 0.1 million, and $ 0.4 million and $ 0.3 million, respectively, which were, or shall be, paid to the Manager in cash.
+Added: Both the operating and direct expense reimbursements were recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income.
+Added: The table below presents the related party amounts payable to the Manager at September 30, 2025 and December 31, 2024 pursuant to the terms of the Management Agreement (amounts in thousands).
+Added: The Company records these payables in due to affiliates on its consolidated balance sheets.
+Added: September 30,
Amounts payable to the Manager under the Management Agreement
3 unchanged sentences
Total amounts payable to the Manager
+Added: Acquisition Fees
+Added: The Company, through consolidated subsidiaries associated with its DST Program, incurs a one-time acquisition fee for each DST private placement offering.
+Added: During the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company incurred one-time acquisition fees of $ 3.6 million and $ 2.1 million, respectively.
+Added: Refer to Note 9 for further information on the Company’s DST Program.
+Added: Asset Management Fees
+Added: The Company engaged a related party as the DST asset manager to provide certain management services and oversee the performance of the property manager.
+Added: The Company has agreed to pay an asset management fee equal to a stated percentage per annum of the purchase price of each property in the DST Program.
+Added: During the three and nine months ended September 30, 2025, the Company incurred asset management fees related to the DST Program of $ 0.08 million and $ 0.2 million, respectively, which are recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income.
+Added: As the Company held no DST properties at September 30, 2024, it did no t record any asset management fees related to the DST Program during the corresponding periods ended September 30, 2024.
+Added: The table below presents amounts payable to related parties at September 30, 2025 and December 31, 2024 (amounts in thousands) related to the Company’s DST Program.
+Added: The Company records these payables in due to affiliates on its consolidated balance sheets.
+Added: Amounts payable to related parties – DST Program
+Added: September 30, 2025
+Added: December 31, 2024
+Added: One-time acquisition fees
+Added: Asset management fees
+Added: Total amounts payable to related parties – DST Program
+Added: Unconsolidated Real Estate Fund
+Added: The Company’s investment in the Marble Fund, which is an unconsolidated real estate fund (refer to Note 7 for further information), is accounted for under the equity method as the Company considers its degree of influence to be more than minor.
+Added: As such, the Company’s investment in the Marble Fund is considered a related party investment.
+Added: The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in income from investments in unconsolidated real estate funds on its consolidated statement of operations and comprehensive income.
+Added: At September 30, 2025, the Company had $ 0.1 million of related party amounts payable to the Marble Fund pertaining to carried interest.
+Added: The Company records these payables in due to affiliates on its consolidated balance sheets.
+Added: The Company held no investments in unconsolidated real estate funds at December 31, 2024.
Leasehold Cost-Sharing Agreement with Bluerock Real Estate Holdings, LLC
6 unchanged sentences
Payment by BREH of any amounts payable under the Leasehold Cost-Sharing Agreement to the Company will be made in cash.
−Removed: The table below presents the related party amounts receivable from BREH at June 30, 2025 and December 31, 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands).
−Removed: The Company records these receivables in due from affiliates in its consolidated balance sheets.
+Added: The table below presents the related party amounts receivable from BREH at September 30, 2025 and December 31, 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands).
+Added: The Company records these receivables in due from affiliates on its consolidated balance sheets.
Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement
−Removed: June 30, 2025
+Added: September 30, 2025
December 31, 2024
2 unchanged sentences
Total amounts receivable from BREH
−Removed: At June 30, 2025 and December 31, 2024, the Company had no other receivables due from any related parties.
−Removed: Acquisition Fees
−Removed: The Company, through consolidated subsidiaries associated with its DST Program, incurs a one-time acquisition fee for each DST private placement offering.
−Removed: During the six months ended June 30, 2025 and the year ended December 31, 2024, the Company incurred one-time acquisition fees of $ 1.4 million and $ 2.1 million, respectively.
−Removed: Refer to Note 9 for further information on the Company’s DST Program.
−Removed: Asset Management Fees
−Removed: The Company engaged a related party as the DST asset manager to provide certain management services and oversee the performance of the property manager.
−Removed: The Company has agreed to pay an asset management fee equal to a stated percentage per annum of the purchase price of each property in the DST Program.
−Removed: During the three and six months ended June 30, 2025, the Company incurred asset management fees related to the DST Program of $ 0.07 million and $ 0.1 million, respectively, which are recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income.
−Removed: As the Company held no DST properties at June 30, 2024, it did no t record any asset management fees related to the DST Program during the corresponding periods ended June 30, 2024.
−Removed: The table below presents amounts payable to related parties at June 30, 2025 and December 31, 2024 (amounts in thousands) related to the Company’s DST Program.
−Removed: The Company records these payables in due to affiliates in its consolidated balance sheets.
−Removed: Amounts payable to related parties – DST Program
−Removed: June 30, 2025
−Removed: December 31, 2024
−Removed: One-time acquisition fees
−Removed: Asset management fees
−Removed: Total amounts payable to related parties – DST Program
+Added: At September 30, 2025 and December 31, 2024, the Company had $ 0.04 million and zero in other receivables due from related parties.
+Added: Harmony at Clear Creek Development
+Added: In connection with the Harmony at Clear Creek land acquisition that occurred on September 30, 2025 (refer to Note 3 for further information), the Harmony JV entered into a joint venture agreement with BTR Preferred Investments, LLC (“BTR Preferred”), an entity that includes an affiliate of the Manager, in which BTR Preferred committed to fund up to $ 16.8 million of preferred equity interests in the Harmony at Clear Creek development.
+Added: At September 30, 2025, BTR Preferred has no t funded any of the committed amount.
Selling Commissions and Dealer Manager Fees
−Removed: In conjunction with the offering of the Company’s Series A Preferred Stock (refer to Note 15 for further information), the Company engaged a related party as dealer manager, and pays up to 10 % of the gross offering proceeds from the offering as selling commissions and dealer manager fees.
+Added: In conjunction with the offering of the Company’s Series A Preferred Stock (refer to Note 15 for further information), the Company engaged Bluerock Capital Markets, LLC, an affiliate of the Manager, as dealer manager, and pays up to 10 % of the gross offering proceeds from the offering as selling commissions and dealer manager fees.
The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers and incurs costs in excess of the 10 %, which costs are borne by the dealer manager without reimbursement by the Company.
−Removed: For the six months ended June 30, 2025, the Company incurred $ 2.1 million in selling commissions and discounts and $ 0.9 million in dealer manager fees and discounts related to its offering of Series A Preferred Stock.
−Removed: In addition, the Manager was, or shall be, reimbursed by the Company for offering costs of $ 0.7 million in conjunction with the offering of Series A Preferred Stock during the six months ended June 30, 2025.
+Added: For the nine months ended September 30, 2025, the Company incurred $ 2.6 million in selling commissions and discounts and $ 1.1 million in dealer manager fees and discounts related to its offering of Series A Preferred Stock.
+Added: In addition, the Manager was, or shall be, reimbursed by the Company for offering costs of $ 0.9 million in conjunction with the offering of Series A Preferred Stock during the nine months ended September 30, 2025.
The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering.
Note 15 – Stockholders’ Equity and Redeemable Preferred Stock
−Removed: Net Loss Per Common Share
−Removed: Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.
−Removed: Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock and LTIP Units.
+Added: Net (Loss) Income Per Common Share
+Added: Basic and diluted net (loss) income per common share is computed by dividing net (loss) income attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.
+Added: Net (loss) income attributable to common stockholders is computed by adjusting net (loss) income for the non-forfeitable dividends paid on non-vested restricted stock and LTIP Units.
The Company considers the requirements of the two-class method when preparing earnings per share.
2 unchanged sentences
Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one -for- one basis.
−Removed: The following table reconciles the components of basic and diluted net loss per common share for the three and six months ended June 30, 2025 and 2024 (amounts in thousands, except share and per share amounts):
+Added: The following table reconciles the components of basic and diluted net (loss) income per common share for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands, except share and per share amounts):
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: Net (loss) income
Less preferred stock dividends
1 unchanged sentence
Less dividends on restricted stock and LTIP Units expected to vest
−Removed: Addback net loss attributable to noncontrolling interests
−Removed: Net loss attributable to common stockholders
+Added: Addback net loss (income) attributable to noncontrolling interests
+Added: Net (loss) income attributable to common stockholders
Weighted average common shares outstanding (1)
1 unchanged sentence
Weighted average common shares outstanding and potential dilutive shares (1)
−Removed: Net loss per common share, basic
−Removed: Net loss per common share, diluted
+Added: Net (loss) income per common share, basic
+Added: Net (loss) income per common share, diluted
Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.
−Removed: For the three months ended June 30, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive:
+Added: For the three months ended September 30, 2025, the diluted shares calculation excludes the following as the effects are antidilutive:
+Added: (i) potential vesting of restricted Class A common stock of 20,072 shares, and (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 10,289,331 shares.
+Added: For the three months ended September 30, 2024, the potential vesting of restricted Class A common stock of 11,975 shares is included in the diluted shares calculation, whereas the potential conversion of the Series A Preferred Stock into Class A common stock of 4,142,972 shares is excluded from the diluted shares calculation as the effect is antidilutive.
+Added: For the nine months ended September 30, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive:
(i) potential vesting of restricted Class A common stock of 7,869 shares and 3,383 shares, respectively, and (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 10,287,117 shares and 2,315,348 shares, respectively.
−Removed: For the six months ended June 30, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive:
−Removed: (i) potential vesting of restricted Class A common stock of 4,923 shares and zero shares, respectively, and (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 10,204,806 shares and 1,337,190 shares, respectively.
The effect of the conversion of OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common stock on a one -for-one basis.
2 unchanged sentences
Series A Redeemable Preferred Stock
−Removed: During the six months ended June 30, 2025, the Company issued 1,201,235 shares of 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $ 25.00 per share (the “Stated Value”) under its continuous registered offering with net proceeds of approximately $ 26.0 million after (i) commissions, dealer manager fees and sales discounts, and (ii) costs related to establishing the offering of Series A Preferred Stock.
−Removed: As of June 30, 2025, the Company had issued a total of 5,834,520 shares of Series A Preferred Stock with total net proceeds of approximately $ 127.1 million after commissions, dealer manager fees, sales discounts and offering costs.
−Removed: Additionally, as of June 30, 2025, the Company, at the request of holders, had redeemed a total of 10,960 shares of Series A Preferred Stock through the issuance of 18,653 shares of Class A common stock and redeemed a total of 8,008 shares of Series A Preferred Stock in cash.
+Added: During the nine months ended September 30, 2025, the Company issued 1,493,372 shares of 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $ 25.00 per share (the “Stated Value”) under its continuous registered offering with net proceeds of approximately $ 32.3 million after commissions, dealer manager fees and sales discounts, and costs related to establishing the offering of Series A Preferred Stock.
+Added: As of September 30, 2025, the Company had issued a total of 6,126,657 shares of Series A Preferred Stock with total net proceeds of approximately $ 133.4 million after commissions, dealer manager fees, sales discounts and offering costs.
+Added: Additionally, as of September 30, 2025, the Company, at the request of holders, had redeemed a total of 10,960 shares of Series A Preferred Stock through the issuance of 18,653 shares of Class A common stock and redeemed a total of 27,868 shares of Series A Preferred Stock in cash.
In May 2024, the Company announced the payment of an enhanced special dividend replacing the previous special dividend.
3 unchanged sentences
As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date.
−Removed: As of June 30, 2025, the Company had recorded a total of $ 2.0 million of accretion related to the Series A Preferred Stock.
+Added: As of September 30, 2025, the Company had recorded a total of $ 3.6 million of accretion related to the Series A Preferred Stock.
Series A Preferred Stock Redemption Safeguard Policy
13 unchanged sentences
Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act.
−Removed: As of June 30, 2025, no repurchases of Class A common stock had been made by the Company.
+Added: As of September 30, 2025, no repurchases of Class A common stock had been made by the Company.
Operating Partnership and Long-Term Incentive Plan Units
−Removed: As of June 30, 2025, limited partners other than the Company owned approximately 69.23 % of the common units of the Operating Partnership ( 7,365,404 OP Units, or 55.67 %, were held by OP Unit holders, and 1,794,489 LTIP Units, or 13.56 %, were held by LTIP Unit holders, including 3.12 % which were not vested as of June 30, 2025).
+Added: As of September 30, 2025, limited partners other than the Company owned approximately 69.30 % of the common units of the Operating Partnership ( 7,365,404 OP Units, or 55.74 %, were held by OP Unit holders, and 1,791,331 LTIP Units, or 13.56 %, were held by LTIP Unit holders, including 2.99 % which were not vested as of September 30, 2025).
Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one -for-one basis, or, at the Company’s election, redeemable for cash.
2 unchanged sentences
On May 13, 2025, the Company granted 20,445 C-LTIP Units, or approximately $ 210,000 , to the Manager as partial payment of the total base management fee of $ 2.5 million for the first quarter 2025.
+Added: And on August 19, 2025, the Company granted 16,012 C-LTIP Units, or approximately $ 210,000 , to the Manager as partial payment of the total base management fee of $ 2.6 million for the second quarter 2025.
Such C-LTIP Units were issued pursuant to the Management Agreement and were fully vested upon issuance.
14 unchanged sentences
The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant.
−Removed: During the three and six months ended June 30, 2025 and 2024, the Company recognized compensation expense for such LTIP Units of approximately $ 0.8 million and $ 0.7 million, and $ 1.5 million and $ 1.3 million, respectively.
−Removed: Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.
−Removed: As of June 30, 2025, there was $ 6.4 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans.
+Added: During the three and nine months ended September 30, 2025 and 2024, the Company recognized compensation expense for such LTIP Units of approximately $ 0.7 million and $ 0.7 million, and $ 2.2 million and $ 2.0 million, respectively.
+Added: Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income.
+Added: As of September 30, 2025, there was $ 5.4 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans.
The remaining expense is expected to be recognized over a period of 2.0 years.
3 unchanged sentences
The Company recognizes compensation expense ratably over the vesting period for time-based RSGs.
−Removed: During the three and six months ended June 30, 2025 and 2024, the Company recognized compensation expense for RSGs of approximately $ 0.2 million and $ 0.2 million, and $ 0.4 million and $ 0.2 million, respectively.
−Removed: Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.
−Removed: At June 30, 2025, there was $ 2.1 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans.
+Added: During the three and nine months ended September 30, 2025 and 2024, the Company recognized compensation expense for RSGs of approximately $ 0.2 million and $ 0.2 million, and $ 0.6 million and $ 0.4 million, respectively.
+Added: Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income.
+Added: At September 30, 2025, there was $ 1.7 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans.
The remaining expense is expected to be recognized over a period of 2.0 years.
45 unchanged sentences
June 25, 2025
+Added: July 15, 2025
+Added: July 25, 2025
+Added: August 5, 2025
+Added: July 15, 2025
+Added: August 25, 2025
+Added: September 5, 2025
+Added: July 15, 2025
+Added: September 25, 2025
+Added: October 3, 2025
Series A Preferred Enhanced Special Dividend (2)
16 unchanged sentences
June 25, 2025
+Added: July 15, 2025
+Added: July 25, 2025
+Added: August 5, 2025
+Added: July 15, 2025
+Added: August 25, 2025
+Added: September 5, 2025
+Added: July 15, 2025
+Added: September 25, 2025
+Added: October 3, 2025
Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding.
4 unchanged sentences
Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of the Company’s Class A common stock.
−Removed: Distributions declared and paid for the six months ended June 30, 2025 were as follows (amounts in thousands):
+Added: Distributions declared and paid for the nine months ended September 30, 2025 were as follows (amounts in thousands):
Distributions
11 unchanged sentences
Total second quarter
+Added: Third Quarter
+Added: Class A common stock
+Added: Class C common stock
+Added: Series A Preferred Stock (1)
+Added: LTIP / C-LTIP Units
+Added: Total third quarter
Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value and any enhanced special dividends.
Note 16 – Commitments and Contingencies
−Removed: The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 26.2 million and $ 17.6 million at June 30, 2025 and December 31, 2024, respectively.
−Removed: In addition, the Company has made a commitment to fund the total estimated project costs of $ 56.9 million for the construction of Abode Wendell Falls, a 170 - unit build-to-rent development project in Wendell, North Carolina.
−Removed: At June 30, 2025, the remaining estimated project costs to complete the Abode Wendell Falls development was $ 45.3 million.
+Added: The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 23.2 million and $ 17.6 million at September 30, 2025 and December 31, 2024, respectively.
+Added: In addition, the Company has two consolidated residential communities (Abode Wendell Falls and Harmony at Clear Creek) under construction comprised of an aggregate of 358 units.
+Added: At September 30, 2025, the Company estimates the remaining costs to complete the construction of these two residential communities to be approximately $ 121.4 million.
+Added: The Company intends to finance these costs through a combination of available cash, proceeds from construction loans, and preferred equity capital contributions.
The Company is subject to various legal actions and claims arising in the ordinary course of business.
3 unchanged sentences
In accordance with ASC Topic 842 Leases , the Company classifies the Lease as an operating lease, and by way of practical expedient, the Company has elected to account for lease and non-lease (ex.
−Removed: common area maintenance) components of the Lease as a single lease component in its consolidated statements of operations and comprehensive income.
+Added: common area maintenance) components of the Lease as a single lease component on its consolidated statements of operations and comprehensive income.
The Company recognizes the single lease component on a straight-line basis over the term of the Lease, and expenses that are non-components of the lease, such as real estate taxes for which the Company is not a direct beneficiary of the arrangement, are expensed in the period in which the obligation for those payments are incurred.
−Removed: For the three and six months ended June 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million, respectively, of net rent expense related to the Lease.
−Removed: The Company did no t record any net rent expense related to the Lease during the corresponding periods ended June 30, 2024.
−Removed: Upon commencement of the Lease in November 2024, the Company recorded a right-of-use asset of $ 5.1 million and a lease liability of $ 5.0 million in its consolidated balance sheets.
+Added: For the three and nine months ended September 30, 2025, the Company recorded $ 0.1 million and $ 0.3 million, respectively, of net rent expense related to the Lease.
+Added: The Company did no t record any net rent expense related to the Lease during the corresponding periods ended September 30, 2024.
+Added: Upon commencement of the Lease in November 2024, the Company recorded a right-of-use asset of $ 5.1 million and a lease liability of $ 5.0 million on its consolidated balance sheets.
The right-of-use asset is included within accounts receivable, prepaids and other assets, net, and the lease liability is included within other accrued liabilities.
1 unchanged sentence
As such, the Company used a third-party analysis to determine that a discount rate of 7.61 % approximated the incremental borrowing rate that it would incur for a loan that was of a similar term as the Lease and with a similar form of underlying collateral.
−Removed: At June 30, 2025, the remaining right-of-use asset and lease liability balances were $ 4.7 million and $ 5.2 million, respectively, and the remaining Lease term was approximately 6.1 years.
−Removed: In addition, the Company incurred tenant improvement costs related to the renovation and buildout of the NY Premises which are capitalized and included within net real estate investments of the Company’s consolidated balance sheets.
+Added: At September 30, 2025, the remaining right-of-use asset and lease liability balances were $ 4.6 million and $ 5.1 million, respectively, and the remaining Lease term was approximately 5.8 years.
+Added: In addition, the Company incurred tenant improvement costs related to the renovation and buildout of the NY Premises which are capitalized and included within net real estate investments on the Company’s consolidated balance sheets.
Such tenant improvement costs are depreciated on a straight-line basis over the term of the Lease.
−Removed: The following table summarizes the future minimum lease payments and total operating lease liability as of June 30, 2025 (amounts in thousands):
−Removed: 2025 (July 1 – December 31)
+Added: The following table summarizes the future minimum lease payments and total operating lease liability as of September 30, 2025 (amounts in thousands):
+Added: 2025 (October 1 – December 31)
Total future minimum lease payments (undiscounted cash flows)
14 unchanged sentences
Scattered single-family homes segment includes the acquisition, ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.
−Removed: The following table summarizes NOI by the Company’s reportable segments for the three and six months ended June 30, 2025 and 2024, and reconciles NOI to net loss attributable to common stockholders on the Company’s statements of operations and comprehensive income.
+Added: The following table summarizes NOI by the Company’s reportable segments for the three and nine months ended September 30, 2025 and 2024, and reconciles NOI to net (loss) income attributable to common stockholders on the Company’s statements of operations and comprehensive income.
Prior year amounts have been reclassified to conform to the current period segment presentation (amounts in thousands):
−Removed: Three Months Ended June 30,
−Removed: Six Months Ended June 30,
+Added: Three Months Ended September 30,
+Added: Nine Months Ended September 30,
Rental and other property revenues
18 unchanged sentences
Depreciation and amortization
−Removed: Other expense, net
+Added: Other (expense) income, net
Income from preferred equity investments
−Removed: Recovery of (provision for) credit losses, net
−Removed: Gain on sale and (impairment) of real estate investments, net
+Added: Income from investments in unconsolidated real estate funds
+Added: (Provision for) recovery of credit losses, net
+Added: (Impairment) and gain on sale of real estate investments, net
Gain on sale of available-for-sale investments
3 unchanged sentences
Income tax expense
+Added: Net (loss) income
Preferred stock dividends
Preferred stock accretion
−Removed: Net loss attributable to noncontrolling interests
−Removed: Net loss attributable to common stockholders
−Removed: The following table reconciles the Company’s total rental and other property revenues for reportable segments to total revenues on the Company’s consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):
−Removed: Three Months Ended June 30,
−Removed: Six Months Ended June 30,
+Added: Net loss (income) attributable to noncontrolling interests
+Added: Net (loss) income attributable to common stockholders
+Added: The following table reconciles the Company’s total rental and other property revenues for reportable segments to total revenues on the Company’s consolidated statement of operations and comprehensive income for the three and nine months ended September 30, 2025 and 2024 (amounts in thousands):
+Added: Three Months Ended September 30,
+Added: Nine Months Ended September 30,
Rental and other property revenues
10 unchanged sentences
Series A Preferred Stock (1)
−Removed: July 15, 2025
−Removed: July 25, 2025
−Removed: August 5, 2025
−Removed: July 15, 2025
−Removed: August 25, 2025
−Removed: September 5, 2025
−Removed: July 15, 2025
−Removed: September 25, 2025
October 15, 2025
+Added: October 24, 2025
+Added: November 5, 2025
+Added: October 15, 2025
+Added: November 25, 2025
+Added: December 5, 2025
+Added: October 15, 2025
+Added: December 24, 2025
+Added: January 5, 2026
Series A Preferred Enhanced Special Dividend
−Removed: July 15, 2025
−Removed: July 25, 2025
−Removed: August 5, 2025
−Removed: July 15, 2025
−Removed: August 25, 2025
−Removed: September 5, 2025
−Removed: July 15, 2025
−Removed: September 25, 2025
October 15, 2025
+Added: October 24, 2025
+Added: November 5, 2025
+Added: October 15, 2025
+Added: November 25, 2025
+Added: December 5, 2025
+Added: October 15, 2025
+Added: December 24, 2025
+Added: January 5, 2026
Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding.
2 unchanged sentences
Distributions Paid
−Removed: The following distributions were declared and/or paid to the Company’s stockholders subsequent to June 30, 2025 (amounts in thousands):
+Added: The following distributions were declared and/or paid to the Company’s stockholders subsequent to September 30, 2025 (amounts in thousands):
Declaration Date
3 unchanged sentences
March 11, 2025
−Removed: June 25, 2025
+Added: September 25, 2025
+Added: October 3, 2025
Class C common stock
March 11, 2025
−Removed: June 25, 2025
+Added: September 25, 2025
+Added: October 3, 2025
Series A Preferred Stock (1)
−Removed: April 15, 2025
−Removed: June 25, 2025
+Added: July 15, 2025
+Added: September 25, 2025
+Added: October 3, 2025
March 11, 2025
−Removed: June 25, 2025
+Added: September 25, 2025
+Added: October 3, 2025
LTIP / C-LTIP Units
March 11, 2025
−Removed: June 25, 2025
+Added: September 25, 2025
+Added: October 3, 2025
Series A Preferred Stock (1)
−Removed: July 15, 2025
−Removed: July 25, 2025
−Removed: August 5, 2025
+Added: October 15, 2025
+Added: October 24, 2025
+Added: November 5, 2025
Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value and any enhanced special dividends.
−Removed: Acquisition of Additional Interests in Investments
−Removed: On July 11, 2025, the Company purchased the noncontrolling partner’s interest in Peak JV 2 and Peak JV 3 for $ 0.2 million and $ 0.9 million, respectively.
−Removed: The Company increased its interest in (i) Peak JV 2 from 80 % to 100 % and (ii) Peak JV 3 from 56 % to 100 %.
−Removed: Sale of The Cottages of Port St.
−Removed: Lucie Interests
−Removed: On July 24, 2025, The Cottages of Port St.
−Removed: Lucie, the underlying asset of a joint venture in which the Company had a preferred equity interest located in Port St.
−Removed: Lucie, Florida, was sold.
−Removed: Upon the sale, the Company’s preferred equity investment was fully redeemed by the joint venture in the aggregate amount of $ 30.0 million, which included the Company’s principal investment of $ 18.8 million, and accrued preferred return and outstanding amounts of $ 11.2 million.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.