What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-03-20 · 88 added, 52 removed, 141 unchanged (50% of the section changed)

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(“Bluerock Homes,” “the Company,” “we,” “us,” or “our”) was incorporated on December 16, 2021 under the laws of the state of Maryland.

We have elected to be taxed and have qualified as a real estate investment trust (“REIT”) for federal income tax purposes beginning with our taxable year ended December 31, 2022.

We have elected to be taxed and currently qualify as a real estate investment trust (“REIT”) for federal income tax purposes beginning with our taxable year ended December 31, 2022.

As a REIT, we generally are not subject to corporate-level income taxes.

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Investments in Real Estate

As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments.

The twenty-three investments represent an aggregate of 5,087 residential units, comprised of 3,453 consolidated units, of which 170 units are under development, and 1,634 units through preferred equity and loan investments, which includes planned units and those under development.

As of December 31, 2025, we held twenty-five real estate investments, consisting of nineteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment.

The twenty-four consolidated and preferred equity investments represent an aggregate of 5,572 residential units, comprised of 4,423 consolidated units, of which 370 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development.

As of December 31, 2025, our consolidated operating investments were approximately 90.9% occupied;

excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 93.0% occupied.

Our current portfolio consists of two primary segments:

(i) residential communities, such as apartments, townhouses, and duplexes, and (ii) scattered single-family homes.

For more information regarding our investments, see “Item 2.

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Business and Growth Strategies

Our principal business objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of institutional residential properties including single-family homes, build-to-rent communities, and other residential communities, located across a diverse group of growth markets.

Our principal business objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located across a diverse group of growth markets.

Our current investment strategy is focused on growing our portfolio of residential communities.

By implementing our investment strategies and our institutional-quality management, we expect to be able to achieve sustainable long-term growth in both our funds from operations (“FFO”) and net asset value (“NAV”).

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We utilize the following internal and external growth strategies to drive growth in FFO and NAV for our investors:

● Income and Appreciation.

We invest in well-located institutional residential properties with strong and stable cash flows in demographically attractive knowledge economy growth markets where we believe there exists significant potential for medium-term capital appreciation through renovation or redevelopment, to reposition the asset and drive future rental growth.

● Value-Add Renovation .

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Our value-add strategy focuses on working with our local experts to reposition residential rental communities and drive rent growth and expand margins, increasing net operating income (“NOI”) and maximizing our return on investment.

● Income and Appreciation.

● Invest-to Own.

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therefore, we believe that selecting markets with job growth significantly above the national average will provide high potential for increased rental demand leading to revenue growth and attractive risk-adjusted returns.

Implement our Value Creation Strategies.

We intend to continue to focus on creating value at our properties utilizing our Value-Add, Opportunistic and Invest-to-Own investment strategies in order to maximize our return on investment.

We work with each member of our network to evaluate property needs along with value-creation opportunities and create an asset-specific business plan to best position or reposition each property to drive rental growth and asset values.

We then provide an aggressive asset management presence to manage our network partner and ensure execution of the plan, with the goal of driving rental growth and values.

Implement our Live/Work/Play Initiatives.

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Investment Name

Location / Market

Date of Investment

February 23, 2023

Willow Park (1)

Willow Park, TX

October 26, 2023

November 15, 2023

Abode Wendell Falls (3)

December 20, 2023

The Woods at Forest Hill (4)

Forest Hill, TX

December 28, 2023

Wayford at Pringle (1)

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December 11, 2024

(1) Our investment in Willow Park is through a loan provided to an unaffiliated third party.

Marble Capital Income & Impact Fund, LP (5)

April 25, 2025

Southern Pines Reserve (6)

April 28, 2025

Sanford Marketplace (4)

June 30, 2025

Skytop Apartments (6)

Cincinnati, OH

September 29, 2025

Harmony at Clear Creek (7)

September 30, 2025

Parkside at Summers Corner (8)

Summerville, SC

November 26, 2025

District at Parkview (6)

Stone Mountain, GA

December 18, 2025

Archer at RiverBlue (9)

Asheville, NC

December 19, 2025

(1) Our investments in Wayford at Pringle, which were held through a loan and preferred equity interests, were subsequently concluded.

Refer to the table below.

(2) Our investment in Indigo Cove, which was held through preferred equity interests, was subsequently sold.

Refer to the table below.

(3) Amira at Westly is held through our DST Program (refer to Note 9 of our consolidated financial statements for further information).

The Amira at Westly DST has been fully subscribed with equity from individual investors.

(4) Our investment in the property is held through preferred equity interests.

Refer to Note 8 of our consolidated financial statements for further information.

(2) Our investment in the property is through a preferred equity investment with an unaffiliated third party.

(5) We acquired a limited partnership interest in Marble Capital Income & Impact Fund, LP (the “Marble Fund”), which is an unconsolidated real estate fund investment accounted for under the equity method.

The Marble Fund owns a diversified portfolio of multifamily assets and build-to-rent multifamily investments located in the United States.

Refer to Note 7 of our consolidated financial statements for further information.

(3) Abode Wendell Falls is a build-to-rent development project that commenced construction in 2024.

Abode Wendell Falls is classified as a consolidated investment.

(4) Our investment in The Woods at Forest Hill, which was through a loan provided to an unaffiliated third party, was fully paid off in 2024.

Refer to the table below.

(5) Our investments in Wayford at Pringle are through a debt security investment and a loan investment, both made with an unaffiliated third party.

Refer to Note 6 and Note 7 of our consolidated financial statements for further information.

(6) Our investment in Amira at Westly is through a Delaware statutory trust.

At December 31, 2024, we hold a 93% ownership interest in the property.

(6) Southern Pines Reserve, Skytop Apartments and District at Parkview are held through our DST Program.

The ownership interest presented represents our interest at December 31, 2025.

Refer to Note 9 of our consolidated financial statements for further information.

The following table presents a summary of our loan payoff, real estate sales, and redemptions of preferred equity investments during the years ended December 31, 2024 and 2023:

(7) Harmony at Clear Creek represents a development project with construction anticipated to commence in 2026.

Harmony at Clear Creek is classified as a consolidated investment.

(8) Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed.

Of the total 100 units that we have committed to acquire, 12 units had been acquired as of December 31, 2025.

(9) We entered into a joint venture agreement and made a commitment to invest capital for preferred equity interests in Archer at RiverBlue.

No capital had been funded as of December 31, 2025.

Refer to Note 8 of our consolidated financial statements for further information.

The following table presents a summary of our real estate sales, redemptions of preferred equity interests, and loan payoffs during the years ended December 31, 2025 and 2024:

Date of Payoff, Sale

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or Redemption (1)

Golden Pacific

Peak Housing (2)

Dallas-Fort Worth, TX

Willow Park (3)

Willow Park, TX

October 26, 2023

The Cottages at Warner Robins (3)

Warner Robins, GA

December 15, 2023

Indy-Springfield

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August 7, 2024

(1) For those dates where “Various” is listed, units were sold from the respective portfolios on various dates throughout that specified year.

(2) Our investment in the portfolio, which was through a preferred equity investment with an unaffiliated third party, was fully redeemed in 2024 as units collateralizing our investment (such units collectively known as “Peak Housing”) were sold.

Indy-Springfield

Golden Pacific

Peak JV 2 (5)

Peak JV 3 (5)

Dallas-Fort Worth, TX

Wayford at Pringle (6)

Charlotte, NC

Indigo Cove (7)

April 11, 2025

The Cottages at Myrtle Beach (8)

Myrtle Beach, SC

April 23, 2025

Willow Park (9)

Willow Park, TX

The Cottages of Port St.

July 24, 2025

November 17, 2025

(1) For those dates where “Various” is listed, units were sold from the respective portfolios, or our investments were concluded, on various dates throughout that specified year.

(2) Our investment in the portfolio, which was held through preferred equity interests, was fully redeemed as units collateralizing our investment (such units collectively known as “Peak Housing”) were sold.

Refer to Note 8 of our consolidated financial statements for further information.

(3) Our investment in the property, which was through a preferred equity investment with an unaffiliated third party, was redeemed.

(4) We held both a loan investment and a preferred equity investment with unaffiliated third parties in The Woods at Forest Hill.

We received the final loan payoff amount in August 2024, and we received our final preferred equity redemption payment in November 2024.

(3) We held two separate investments in The Woods at Forest Hill:

(i) a loan investment which was fully paid off in August 2024, and (ii) preferred equity interests which were fully redeemed in November 2024.

Refer to Note 6 and Note 8 of our consolidated financial statements for further information.

(4) Prior to the sale of Navigator Villas, we purchased our unaffiliated joint venture partner’s interest in the property, increasing our interest from 90% to 100%.

(5) In July 2025, we purchased the noncontrolling partner’s interest in each of the Peak JV 2 and Peak JV 3 portfolios, increasing our interest in each portfolio to 100%.

(6) We held two separate investments in Wayford at Pringle:

(i) a loan investment to an unaffiliated third party which was fully paid off in February 2025, and (ii) preferred equity interests which were sold to a joint venture in April 2025, with such joint venture including an affiliate of Bluerock Homes Manager, LLC (our external manager).

Refer to Note 6 and Note 8 of our consolidated financial statements for further information.

(7) Our investment in Indigo Cove, which was held through preferred equity interests, was sold to a joint venture, with such joint venture including an affiliate of Bluerock Homes Manager, LLC.

Refer to Note 8 of our consolidated financial statements for further information.

(8) Our investment in the property, which was held through preferred equity interests, was fully redeemed.

Refer to Note 8 of our consolidated financial statements for further information.

(9) Our investment in Willow Park, which was held through a loan, was fully paid off.

Distribution Policy

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provided, however, that any such cash dividend may vary among holders of Series A Preferred Stock and may be prorated with respect to any shares of Series A Preferred Stock that were outstanding less than the total number of days in the dividend period immediately preceding the applicable dividend payment date, with the amount of any such prorated dividend being computed on the basis of the actual number of days in such dividend period during which such shares of Series A Preferred Stock were outstanding.

Holders of shares of the Series B Preferred Stock will be entitled to receive, when and as authorized by our Board and declared by us out of legally available funds, cumulative cash dividends on each share of Series B Preferred Stock at an annual rate of seven and a half percent (7.5%) of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $1.875 per share) (the “Series B Preferred Regular Dividends”).

Cash dividends on each share of Series B Preferred Stock will begin accruing on, and will be cumulative from, the date of original issuance or the end of the most recent dividend period for which cash dividends on the Series B Preferred Stock have been paid on each such share, payable monthly in arrears on the 5 th day of each month to holders of record on the 25 th day of the prior month;

provided, however, that any such cash dividend may vary among holders of Series B Preferred Stock and may be prorated with respect to any shares of Series B Preferred Stock that were outstanding less than the total number of days in the dividend period immediately preceding the applicable dividend payment date, with the amount of any such prorated dividend being computed on the basis of the actual number of days in such dividend period during which such shares of Series B Preferred Stock were outstanding.

Holders of shares of Class A common stock, $0.01 par value per share (the “Class A common stock”), and Class C common stock $0.01 par value per share (the “Class C common stock”), will be entitled to receive cash dividends when, as and if authorized by our Board and declared by us.

On March 11, 2025, we declared quarterly cash dividends of $0.125 per share, or $0.50 per share annually, for our Class A common stock and Class C common stock for each quarter of fiscal year 2025.

The common share dividends will be paid on a quarterly basis.

For 2025, the common share dividend was paid on a quarterly basis at an annual dividend rate of $0.50 per common share.

We cannot assure you that we will generate sufficient cash flows to make distributions to our stockholders, or that we will be able to sustain those distributions.

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To that end, our Manager or its affiliates have undertaken various initiatives, including the following:

commitment to sustainability, health and safety, corporate social responsibility, corporate governance, and other public policy matters;

● implementing an Environmental, Social, and Corporate Governance Initiative to codify and disclose its commitment to good corporate citizenship, including the appointment of an internal corporate responsibility committee in support of its ongoing commitment to sustainability, health and safety, corporate social responsibility, corporate governance, and other public policy matters;

● providing department-specific training, access to online training seminars and opportunities to participate in industry conferences;

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We own and operate residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants.

We view our residential real estate assets as two reportable segments, consisting of (i) scattered single-family homes, and (ii) residential communities.

We view our residential real estate assets as two reportable segments, consisting of (i) residential communities, and (ii) scattered single-family homes.

Our Chief Operating Decision Makers, which are our Chief Executive Officer, Chief Investment Officer and Chief Financial Officer, do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of our portfolio of properties/investments.

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.

Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes.

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In addition, these residential communities typically have onsite property management.

Scattered single-family homes segment includes the ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.

Available Information

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We also have filed with the SEC registration statements on Form S-11 (File No.

333-269415 and File No.

333 – 290772) and Form S-8 (File No.

333-267764 and File No.

333 – 288773).

Copies of our filings with the SEC may be obtained from the SEC’s website at www.sec.gov , or downloaded from our website at www.bluerockhomes.com, as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC.

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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.

What changed 10-K

Item 1. Business