What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-20 · 675 added, 441 removed, 1133 unchanged (50% of the section changed)

37 unchanged sentences

BLUEROCK HOMES TRUST, INC .

March 20, 2025

February 27, 2026

Chief Executive Officer

2 unchanged sentences

BLUEROCK HOMES TRUST, INC .

March 20, 2025

February 27, 2026

Chief Executive Officer

(Principal Executive Officer)

March 20, 2025

February 27, 2026

/s/ Christopher J.

2 unchanged sentences

(Principal Financial Officer and Principal Accounting Officer)

March 20, 2025

February 27, 2026

/s/ Elizabeth Harrison

Elizabeth Harrison

March 20, 2025

February 27, 2026

/s/ Kamal Jafarnia

Kamal Jafarnia

March 20, 2025

February 27, 2026

Bobby Majumder

March 20, 2025

February 27, 2026

/s/ Romano Tio

3 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Bluerock Homes Trust, Inc.

(a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

(a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

15 unchanged sentences

We have served as the Company’s auditor since 2021.

Southfield, Michigan

March 20, 2025

Dallas, Texas

February 27, 2026

BLUEROCK HOMES TRUST, INC.

13 unchanged sentences

Notes and accrued interest receivable, net

Investment in unconsolidated real estate funds

Accounts receivable, prepaids and other assets, net

Preferred equity investments, net

In-place lease intangible assets, net

Other intangible assets, net

Due from affiliates

9 unchanged sentences

Total Liabilities

Commitments and contingencies (Note 16)

6.0 % Series A Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 30,000,000 shares authorized;

6,288,703 and 4,628,681 shares issued and outstanding at December 31, 2025 and 2024, respectively

7.5 % Series B Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 14,000,000 shares authorized;

no shares issued and outstanding at December 31, 2025 and 2024

Stockholders’ Equity

7 unchanged sentences

Cumulative earnings in excess of distributions

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity

6 unchanged sentences

BLUEROCK HOMES TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share and per share amounts)

11 unchanged sentences

Total expenses

Other income (expense)

Other income, net

Other (expense) income

Other (expense) income, net

Income from preferred equity investments

Recovery of (provision for) credit losses

Gain on sale and (impairment) of real estate investments, net

Share of net earnings of equity method investment

Recovery of credit losses, net

(Impairment) and gain on sale of real estate investments, net

Gain on sale of available-for-sale investments, net

Loss on extinguishment of debt costs

1 unchanged sentence

Interest income

Total other income

Total other (expense) income

Loss before income taxes

Income tax expense

Preferred stock dividends

9 unchanged sentences

Weighted average diluted common shares outstanding

Other comprehensive loss

Unrealized loss on available for sale investments

Less unrealized loss attributable to Operating partnership units

Other comprehensive loss attributable to common stockholders

Other comprehensive income (loss)

Unrealized gain (loss) on available for sale investments

Less unrealized (gain) loss attributable to Operating partnership units

Other comprehensive income (loss) attributable to common stockholders

Comprehensive loss attributable to noncontrolling interests

8 unchanged sentences

Noncontrolling

Paid-in Capital

(Loss) Income

Balance, January 1, 2024

Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes

Issuance of C-LTIP Units to Manager

Common stock distributions declared

Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures

Issuance of long-term incentive plan (“LTIP”) Units for equity incentive plan compensation

Issuance of C-LTIP Units to Bluerock Homes Manager, LLC (“Manager”)

Series A Preferred Stock distributions declared

Distributions to Operating Partnership noncontrolling interests

Series A Preferred Stock accretion

Distributions to partially owned properties’ noncontrolling interests

Acquisition of noncontrolling interests

Conversion of Operating Partnership Units to Class A common stock

Total comprehensive loss

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Contributions from noncontrolling interests

Adjustment for noncontrolling interest ownership in the Operating Partnership

Adjustment for noncontrolling interest ownership in partially owned properties

Net income (loss)

Balance, December 31, 2024

Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes

Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures

Issuance of LTIP Units for equity incentive plan compensation, net of forfeitures

Issuance of C-LTIP Units to Manager

Common stock distributions declared

Series A Preferred Stock distributions declared

Series A Preferred Stock accretion

Distributions to Operating Partnership noncontrolling interests

Distributions to partially owned properties’ noncontrolling interests

Acquisition of noncontrolling interests

Total comprehensive loss

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Contributions from noncontrolling interests

Adjustment for noncontrolling interest ownership in the Operating Partnership and partially owned properties

Total comprehensive income

Cash redemption of Operating Partnership Units

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Cash redemption of Series A Preferred Stock

Adjustment for noncontrolling interest ownership in the Operating Partnership

Adjustment for noncontrolling interest ownership in partially owned properties

Net income (loss)

10 unchanged sentences

Income from preferred equity investments

(Gain) on sale and impairment of real estate investments, net

Share of net earnings of equity method investment

Impairment and (gain on sale) of real estate investments, net

Gain on sale of available-for-sale investments, net

Fair value adjustment of interest rate caps and swaps

(Recovery of) provision for credit losses, net

Recovery of credit losses, net

Loss on extinguishment of debt costs

Distributions of income and income from preferred equity investments

Noncash operating lease expense

Distributions of income from preferred equity investments

Distributions from investments in unconsolidated real estate funds

Share-based compensation attributable to equity incentive plan

1 unchanged sentence

Changes in operating assets and liabilities:

Due (from) to affiliates, net

Due to (from) affiliates, net

Accounts receivable, prepaids and other assets

8 unchanged sentences

Repayments on notes receivable

Investments in unconsolidated real estate funds

Proceeds from sale of real estate investments

16 unchanged sentences

Net proceeds from issuance of 6.0 % Series A Redeemable Preferred Stock

Payments to redeem 6.0 % Series A Redeemable Preferred Stock

Payments to redeem Operating Partnership Units

Net cash provided by financing activities

8 unchanged sentences

Cash paid for interest (net of interest capitalized)

Cash paid for income taxes

Supplemental disclosure of non-cash investing and financing activities

Conversion of note receivable to preferred equity investment

Distributions payable – declared and unpaid

Mortgage assumed upon property acquisition

Repayment of revolving credit facility with borrowings on mortgage payable

Capital expenditures held in accounts payable and other accrued liabilities

Distributions payable to common stockholders – declared and unpaid

Distributions payable to noncontrolling interests – declared and unpaid

Distributions payable to preferred stockholders – declared and unpaid

Mortgage assumed upon property acquisition

Conversion of note receivable to preferred equity investment

Right-of-use asset recognized

6 unchanged sentences

(the “Company” or “Bluerock Homes”) was incorporated as a Maryland corporation on December 16, 2021.

The Company owns and operates a portfolio of institutional residential properties including single-family homes, build-to-rent communities, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States.

The Company owns and operates a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States.

The Company’s current investment strategy is focused on growing its portfolio of residential communities.

The Company’s principal objective is to generate attractive risk-adjusted returns on investments where it believes it can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations.

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.

As of December 31, 2024, the Company 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, 2024, the Company’s consolidated operating investments were approximately 91.6 % occupied;

excluding units classified as held for sale and down/renovation units, the Company’s consolidated operating investments were approximately 94.0 % occupied.

As of December 31, 2025, the Company 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.

The Company has elected to be treated, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes.

7 unchanged sentences

The consolidated financial statements include the Company’s accounts and those of the Operating Partnership and its subsidiaries.

As of December 31, 2024, limited partners other than the Company owned approximately 69.48 % of the common units of the Operating Partnership, of which 56.72 % is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 12.76 % is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.09 % which are not vested at December 31, 2024.

As of December 31, 2025, limited partners other than the Company owned approximately 69.36 % of the common units of the Operating Partnership, of which 55.65 % were held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 13.71 % were held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 2.37 % which are not vested at December 31, 2025.

Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation.

These reclassifications had no impact on net income (loss) as reported in the consolidated statements of operations, total assets, liabilities or equity as reported in the consolidated balances sheets, or the classifications within the consolidated statements of cash flows.

In-place lease amounts previously presented separately on the consolidated balance sheets have been reclassified and are included within other intangible assets, net.

Summary of Significant Accounting Policies

Real Estate Investments, Preferred Equity Investments and Notes Receivable

Consolidated Investments in Real Estate, Preferred Equity Investments, Notes Receivable and Unconsolidated Funds

The Company first analyzes an investment to determine if it is a variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810:

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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.

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.

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.

The Company evaluates the collectability of each preferred equity investment and estimates a provision for credit loss, as applicable.

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.

Refer to the Current Expected Credit Losses (“CECL”) section of this Note for further information regarding CECL and the Company’s provision for credit losses.

The Company previously 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 .

As of December 31, 2024, 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.

For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate.

The Company recognizes interest income on its notes receivable on the accrual method unless a significant uncertainty of collection exists.

Prior to the fourth quarter 2024, the Company previously 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 .

As of December 31, 2024, the Company did not have the positive intent to hold all the securities to maturity, and as such, the Company reclassified all its previously held-to-maturity debt securities to AFS debt securities.

As of December 31, 2025, the Company continues to not have the positive intent to hold all the securities to maturity due to the sale of two preferred equity investments (refer to Note 8 for further information).

For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company evaluates the characteristics and the facts and circumstances to determine if loan accounting treatment is appropriate.

If loan accounting treatment is deemed appropriate, the Company recognizes interest income on its notes receivable on the accrual method unless a significant uncertainty of collection exists.

If a significant uncertainty exists, interest income is recognized as collected.

Costs incurred to originate its notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable.

The Company evaluates the collectability of each loan investment and estimates a provision for credit loss, as applicable.

Refer to the CECL section of this Note for further information regarding CECL and the Company’s provision for credit losses.

In circumstances where the Company does have significant influence in the investment, however the Company determines that the investment does not meet the criteria of a security under ASC 320 Investments – Debt Securities and that loan accounting treatment is not appropriate, the Company generally accounts for these investments under the equity method.

The equity method of accounting requires these investments to be initially recorded at cost and subsequently increased (decreased) for the Company’s share of net income (loss), and increased (decreased) for contributions (distributions).

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.

Fair Value of Financial Instruments

As of December 31, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due to and due from affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly-liquid nature and/or short-term maturities.

As of December 31, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due to and due from affiliates, revolving credit facilities, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly-liquid nature and/or short-term maturities.

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.

12 unchanged sentences

In making estimates of fair values for purposes of allocating the purchase price of acquired properties, the Company utilizes various sources including its own market knowledge obtained from historical transactions, published market data, and independent appraisers.

In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.

In this regard, the Company may also utilize information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.

Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, prevailing interest rates and the number of years the property will be held for investment.

14 unchanged sentences

Intangible Assets

Intangible assets include the value of in-place leases which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up.

In-place leases - The value of in-place leases represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up.

The Company records the value of in-place leases within other intangible assets, net on its consolidated balance sheets.

The Company amortizes the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average six months .

Amortization expense related to in-place leases was $ 4.6 million and $2.5 million for the years ended December 31, 2025 and 2024, respectively.

The following table summarizes the Company’s in-place lease intangible assets at December 31, 2025 and 2024 (amounts in thousands):

2 unchanged sentences

Net carrying value

The following table summarizes the Company’s in-place lease activity for the year ended December 31, 2024 (amounts in thousands):

In-place Leases

Beginning balance, January 1, 2024

Ending balance, December 31, 2024

The Company did not acquire any in-place leases or incur any related amortization expense during the year ended December 31, 2023.

The following table summarizes the Company’s in-place lease activity for the years ended December 31, 2025 and 2024 (amounts in thousands):

Beginning balances as of January 1, 2025 and 2024, respectively

In-place lease intangible assets, net, end of period

At December 31, 2025, the Company’s estimated aggregate amortization of its in-place lease intangible assets for the next five years is $ 2.1 million, with the full amount expected to be incurred in 2026 and no amount thereafter.

Real estate tax abatement - In connection with the acquisition of Skytop Apartments in September 2025 (refer to Note 3 for further information), the Company allocated approximately $ 5.5 million of the purchase price to a real estate tax abatement, which is recorded within other intangible assets, net on the Company’s consolidated balance sheets.

The tax abatement is being amortized on a straight-line basis over its estimated remaining useful life of approximately 13.0 years.

During the year ended December 31, 2025, the Company recorded amortization expense of $ 0.1 million related to the tax abatement.

The following table summarizes the real estate tax abatement at December 31, 2025 (amounts in thousands):

Gross carrying value

Accumulated amortization

Net carrying value

The following table presents the estimated future amortization expense of the real estate tax abatement as of December 31, 2025 (amounts in thousands):

Impairment of Operating Real Estate Assets

4 unchanged sentences

When indicators of potential impairment suggest that the carrying value of operating real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether it will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition.

Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the operating real estate and related intangible assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets based on the discounted cash flows of the operating asset.

During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, the Company recorded a $ 1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024, which is included in gain on sale and (impairment) of real estate investments, net in its consolidated statements of operations and comprehensive income.

The Peak JV 2 portfolio is included in the scattered single-family homes segment.

No impairment losses on operating real estate and related intangible assets were recorded in 2023.

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.

During the year ended December 31, 2025, the Company recognized an impairment loss of $ 3.8 million related to its Peak JV 2 portfolio, which is included in its scattered single-family homes segment.

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.

The remaining $ 0.3 million impairment loss was driven by deterioration in submarket conditions.

During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, the Company recorded a $ 1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024.

The impairment losses for 2025 and 2024 are recorded within (impairment) and gain on sale of real estate investments, net on its consolidated statements of operations and comprehensive income (loss).

Held for Sale Real Estate Assets

1 unchanged sentence

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 consolidated balance sheets.

Refer to Note 4 for further information.

At December 31, 2025 and 2024, the Company had 107 units and 167 units, respectively, classified as held for sale, and for the years ended December 31, 2025 and 2024, the Company recorded impairments related to held for sale units of $ 2.1 million and $ 3.3 million, respectively, which is included in (impairment) and gain on sale of real estate investments, net on its consolidated statements of operations and comprehensive income (loss).

Cash and Cash Equivalents

23 unchanged sentences

Rental revenue is recognized on an accrual basis and when the collectability of the amounts due from tenants is deemed probable.

Rental revenue is included within rental and other property revenues on the Company’s consolidated statements of operations and comprehensive income.

Rental revenue is included within rental and other property revenues on the Company’s consolidated statements of operations and comprehensive income (loss).

Amounts received in advance are recorded as a liability within other accrued liabilities on the Company’s consolidated balance sheets.

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however, the Company intends to continue to organize and operate in such a manner as to remain qualified for treatment as a REIT.

ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

It requires a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, in an income tax return.

This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Management has considered all positions taken on the 2023 tax returns (where applicable), and those positions expected to be taken on the 2024 tax returns, and concluded that tax positions taken have a more likely than not level of assurance of being sustained at the full amount upon examination.

Accordingly, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements.

The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2024.

If any income tax exposure was identified, the Company would recognize an estimated liability for income tax items that meet the criteria for accrual.

Neither the Company nor its subsidiaries have been assessed interest or penalties by any major tax jurisdictions.

If any interest and penalties related to income tax assessments arose, the Company would record them as income tax expense.

The statute of limitations for the Company’s returns is generally 3 years and as of December 31, 2024, tax returns for the calendar years 2022 and 2023 remain subject to examination by the Internal Revenue Service and various state tax jurisdictions.

The Company incurred federal, state, and local income taxes primarily from its taxable REIT subsidiaries (“TRS”) which manage the non-REIT activities.

The Company’s operating partnerships are flow-through entities which are generally not subject to income taxes.

The following is a summary of the income tax expense recorded by the Company for the year ended December 31, 2025 (amounts in thousands).

The Company incurred no income tax expense for the year ended December 31, 2024.

Current Income Tax Expense

State and local

Total current income tax expense

Deferred Income Tax Expense (Benefit)

Total income tax expense

The income tax expense is computed by applying the U.S.

federal statutory rate of 21 % to pretax loss for the years ended December 31, 2025 and 2024 as follows (amounts in thousands):

federal statutory tax rate

State and local income taxes, net of federal tax effect

Benefit of non-taxable entities

Changes in valuation allowance

Other non-taxable or non-deductible items

Total income tax expense and effective tax rate

As of December 31, 2025, the Company had federal and state net operating loss carryovers of $ 0.6 million.

The Company had no deferred tax assets and liabilities for the years ended December 31, 2025 and 2024.

During the year ended December 31, 2025, the Company paid the following amounts related to income taxes (amounts in thousands).

The Company paid no amounts related to income taxes in the year ended December 31, 2024.

federal income taxes

State and local income taxes

Total income taxes paid

The Company has no t identified any uncertain tax positions for the years ended December 31, 2025 or 2024.

The Company does not anticipate that the total amount of the unrecognized tax benefits will change significantly within the next twelve months.

The Company has analyzed its filing positions in all of the jurisdictions where it is required to file income tax returns, as well as all open years in these jurisdictions.

Generally, tax years open for examination by the Internal Revenue Service and various state tax jurisdictions include the years 2022, 2023 and 2024.

Lessor Accounting

10 unchanged sentences

The right-of-use asset represents the Company’s right to use a specified asset for the lease term and is determined as the initial measurement of the lease liability, adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial direct costs incurred by the Company.

By way of practical expedient, the Company elects to account for lease and non-lease components as a single lease component in its consolidated statements of operations and comprehensive income.

By way of practical expedient, the Company elects to account for lease and non-lease components as a single lease component in its consolidated statements of operations and comprehensive income (loss).

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.

4 unchanged sentences

New Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update No.

2023-07 “Improvements to Reportable Segment Disclosures (Topic 280)” (“ASU 2023-07”).

The amendments in ASU 2023-07 require additional disclosures regarding reportable segments, including a segment’s significant expenses on both an annual and interim basis.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024.

The disclosures are applied retrospectively to all periods presented and early adoption was permitted.

The Company evaluated the impact of ASU 2023-07 on its financial disclosures and has included the applicable segment disclosures in the notes to its consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No.

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The amendments in ASU 2023-09 are effective for the Company for annual reporting periods beginning after December 15, 2024.

The Company continues to evaluate the impact of ASU 2023-09 on its financial disclosures.

The Company evaluated the impact of ASU 2023-09 on its financial disclosures and has included additional income tax disclosures as applicable in the notes to its consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No.

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The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial disclosures.

In November 2025, the FASB issued Accounting Standards Update No.

2025 - 08, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2025 - 08”).

The amendments in ASU 2025 - 08 expand the use of the gross - up approach for the recognition of expected credit losses on certain acquired loans, requiring that loans deemed “purchased seasoned loans” be accounted for similarly to purchased financial assets with credit deterioration at the acquisition date.

The amendments are effective for the Company for annual reporting periods beginning after December 15, 2026.

The Company is currently evaluating the impact of adopting ASU 2025 - 08 on its consolidated financial statements.

In December 2025, the FASB issued Accounting Standards Update No.

2025 - 11, “Interim Reporting (Topic 270)” (“ASU 2025 - 11”).

The amendments in ASU 2025 - 11 clarify which disclosures are required in interim reporting periods and introduce a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The amendments also clarify the types of interim reporting and the form and content of interim financial statements.

The amendments are effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of adopting ASU 2025 - 11 on its interim financial statement disclosures.

Current Expected Credit Losses

Notes Receivable

The Company estimates provision for credit losses on its loan investments (notes receivable) under CECL.

This method is based on expected credit losses for the life of the investment as of each balance sheet date.

The method for calculating the estimate of expected credit loss considers historical experience and current conditions for similar loans and reasonable and supportable forecasts about the future.

The Company estimates its provision for credit losses using a collective (pool) approach for investments with similar risk characteristics, such as collateral and duration of investment.

In measuring the CECL provision for investments that share similar characteristics, the Company applies a default rate to the investments for the remaining loan investment hold period.

As the Company does not have a significant historical population of loss data on its loan investments, the Company’s default rate utilized for CECL is based on an external historical loss rate for commercial real estate loans.

In addition to analyzing investments as a pool, the Company performs an individual investment assessment of expected credit losses.

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.

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 loan investment is not considered fully recoverable and a provision for credit loss is recorded.

In estimating the value of the underlying collateral when determining if a loan investment is fully recoverable, the Company evaluates estimated future cash flows to be generated from the collateral underlying the investment.

The inputs and assumptions utilized to estimate the future cash flows of the underlying collateral are based upon the Company’s evaluation of the operating results, economy, market trends, and other factors, including judgments regarding costs to complete any construction activities, lease-up and occupancy rates, rental rates, and capitalization rates utilized to estimate the projected cash flows at the disposition.

The Company may also obtain a third-party valuation which may value the collateral through an “as-is” or “stabilized value” methodology.

If upon completion of the valuation the fair value of the underlying collateral securing the investment is less than the net carrying value, the Company records a provision for credit loss on that loan investment.

As the investment no longer displays the characteristics that are similar to those of the pool of loan investments, the investment is removed from the CECL collective (pool) analysis described above.

Preferred Equity Investments

The Company performs an individual assessment of expected credit losses for its preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date.

The Company first evaluates whether it intends to sell, or it is more likely than not that it will be required to sell, the AFS debt security before recovery of its amortized cost basis.

If either criteria regarding intent or requirement to sell is met, the amortized cost basis of the security is written down to its fair value through income.

If these criteria are not met, the Company evaluates whether the decline in fair value of the AFS debt security has resulted from credit losses.

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.

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.

As such, a provision for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis.

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.

Losses are charged against the allowance when the Company believes the non-collectability of an AFS debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on AFS debt securities is excluded from the estimate of credit losses.

Significant Risks and Uncertainties

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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.

While the Federal Reserve held rates steady between July 2023 and September 2024, then reduced interest rates by 50-basis points in September 2024, and another 25-basis point reduction in each of November and December 2024, 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.

While the Federal Reserve reduced interest rates by an aggregate of 100-basis points during 2024 and by an aggregate of 75-basis points during 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.

In addition, any tariffs imposed by the current administration or other countries may cause further inflationary pressures in the economy.

In addition, any tariffs imposed by the current administration or other countries may cause further inflationary pressures in the economy, uncertainty and volatility of debt and equity markets, and a slowdown in the U.S.

and global economies.

The announced tariffs are likely to increase construction costs and further reduce already constrained new supply starts, which could adversely impact the timing of actual completion and/or stabilization of build-to-rent communities, including potential delays due to supply shortages and labor shortages.

The long-term impact of these economic developments will largely depend on any future action by the Federal Reserve, future laws that may be enacted, the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets.

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Note 3 – Acquisition of Real Estate

Acquisition of Additional Savannah-84 units

On February 23, 2023, the Company acquired 18 single-family residential units located in Savannah, Georgia that were added to the existing Savannah-84 portfolio.

The Company has a 100 % interest in the units and the purchase price of approximately $ 4.2 million was fully funded in cash upon acquisition.

Development of Abode Wendell Falls

In December 2023, the Company 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.

The Abode Wendell Falls development project commenced construction in 2024, and the Company classifies the Abode Wendell Falls development project as a consolidated investment.

Acquisition of Villas at Huffmeister

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The Company has a full ownership interest in the community, and the purchase price of $ 33.8 million was funded with a $ 23.7 million senior loan secured by Avenue at Timberlin Park, along with cash of $ 12.9 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Acquisition of Amira at Westly

On October 31, 2024, the Company, through BR Amira DST, a Delaware statutory trust and a wholly owned subsidiary of its Operating Partnership (the “Amira DST”), acquired a 408 -unit residential community located in Tampa, Florida known as Amira at Westly.

The purchase price of $ 103.0 million was funded with (i) a $ 56.7 million senior loan secured by Amira at Westly, (ii) borrowings of $ 36.0 million on the KeyBank Credit Facility, and (iii) cash of $ 14.5 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Amira at Westly is the first property acquired by the Company through a Delaware statutory trust to be part of a private placement offering through which interests in the Amira DST will be issued to third party accredited investors therein (as further described below).

Following the acquisition of Amira at Westly, the organizational structure with respect to the ownership of Amira at Westly is such that Amira at Westly is owned by the Amira DST, and the Amira DST is wholly owned by BHM Amira Investment Co, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Investment Co”).

BHM Amira Investment Co initially owns all Class 2 DST Interests in the Amira DST, which will be redeemed over time to permit the issuance of Class 1 DST Interests in the Amira DST to third party accredited investors therein as part of a private placement offering.

Amira at Westly is subject to a Master Lease Agreement with BHM Amira Leaseco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Leaseco”), pursuant to which the Company, through BHM Amira Leaseco, receives and is obligated to pay rent received from Amira at Westly to the Amira DST.

Acquisition of Allure at Southpark

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The purchase price of $ 92.0 million was funded with a $ 55.2 million senior loan secured by Allure at Southpark, along with cash of $ 39.3 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Acquisition of Residential Communities through Delaware Statutory Trusts

The Company acquired the following four properties through separate Delaware statutory trusts (each, a “DST”) to be part of private placement offerings through which interests in each DST are issued to third party accredited investors therein.

Refer to Note 9 for further information on the Company’s DST Program.

Amira at Westly – 408 -unit residential community located in Tampa, Florida acquired on October 31, 2024 known as Amira at Westly.

The purchase price of $ 103.0 million was funded with (i) a $ 56.7 million senior loan secured by Amira at Westly, (ii) borrowings of $ 36.0 million through a credit facility with KeyBank National Association (the “KeyBank Credit Facility”), and (iii) cash of $ 14.5 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Southern Pines Reserve – 272 -unit residential community located in Aberdeen, North Carolina acquired on April 28, 2025 known as Southern Pines Reserve, aka Hawthorne.

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 KeyBank Credit Facility, and (iii) cash of $ 8.9 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Skytop Apartments – 361 -unit residential community located in Cincinnati, Ohio acquired on September 29, 2025 known as Skytop Apartments.

The purchase price of $ 88.5 million was funded with (i) a $ 57.5 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.

District at Parkview – 264 -unit residential community located in Stone Mountain, Georgia acquired on December 18, 2025 known as District at Parkview.

The purchase price of $ 66.6 million was funded with (i) a $ 38.6 million senior loan secured by District at Parkview, (ii) cash of $ 21.3 million funded by the Company, and (iii) cash of $ 9.7 million funded by an affiliate of Bluerock Homes Manager, LLC, an entity affiliated with the Company, inclusive of certain adjustments typical in such real estate transactions.

Harmony at Clear Creek Development

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.

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.

At December 31, 2025, the outstanding balance under the construction loan was negligible and is included in mortgages payable on the Company’s consolidated balance sheets.

The interest rate cap associated with the construction loan, and any capitalized interest, is recorded within construction in process on the consolidated balance sheets.

The Company accounts for Harmony at Clear Creek as a consolidated investment.

Parkside at Summers Corner

On November 26, 2025, the Company entered into an agreement with an unaffiliated third party to acquire full interest in a total of 100 residential community units in Summerville, South Carolina to be known as Parkside at Summers Corner.

Units are to be acquired in tranches as construction is completed, and as of December 31, 2025, the Company had acquired 12 of the total 100 units for an aggregate purchase price of $ 3.1 million.

Purchase Price Allocation

The real estate acquisitions above have been accounted for as asset acquisitions.

The purchase prices were allocated to the acquired assets and mortgage assumed based on their estimated fair values at the dates of acquisition.

The following table summarizes the assets acquired and mortgage assumed at the acquisition dates for the Company’s acquisitions made during the year ended December 31, 2024 (amounts in thousands):

The purchase prices were allocated to the acquired assets based on their estimated fair values at the dates of acquisition.

The following table summarizes the assets acquired and mortgage assumed at the acquisition dates for the Company’s acquisitions made during the years ended December 31, 2025 and 2024 (amounts in thousands):

Purchase Price Allocation

Building improvements

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Furniture and fixtures

In-place leases

Construction in process

Other intangible assets, net

Total assets acquired (1)

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Total liabilities assumed

The $ 274.6 million of total assets acquired includes $ 4.7 million of acquisition expenses that have been capitalized as the acquisitions have been accounted for as asset acquisitions.

For 2025, the $ 226.5 million of total assets acquired includes $ 9.4 million of acquisition expenses that have been capitalized as the acquisitions have been accounted for as asset acquisitions.

For 2024, the $ 274.6 million of total assets acquired includes $ 4.7 million of acquisition expenses that have been capitalized as the acquisitions have been accounted for as asset acquisitions.

Acquisition of Additional Interests in Investments

In January 2023, the Company purchased the noncontrolling partner’s interest in Savannah-84 for $ 0.9 million, increasing the Company’s interest in the portfolio from 80 % to 100 %.

In March 2023, the Company purchased the noncontrolling partner’s interest in Indy-Springfield for $ 4.1 million, increasing the Company’s interest in the portfolio from 60 % to 100 %.

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.

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 and Held for Sale Real Estate Assets

Sale of Willow Park Interests

On October 26, 2023, Willow Park, the underlying asset of an unconsolidated joint venture located in Willow Park, Texas, was sold.

Upon the sale, the Company’s preferred equity investment was redeemed for $ 4.1 million, which included $ 2.9 million of its total $ 4.6 million principal investment and $ 1.2 million of accrued preferred return.

The Company’s investment was collateralized by The Woods at Forest Hill and the operating partnership of Peak Housing REIT (the “Peak REIT OP”), and the remaining $ 1.7 million of the Company’s principal investment was fully redeemed in 2024.

Sale of The Cottages at Warner Robins Interests

On December 15, 2023, The Cottages at Warner Robins, the underlying asset of an unconsolidated joint venture located in Warner Robins, Georgia, was sold.

Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $ 16.6 million, which included its original preferred investment of $ 13.3 million, accrued preferred return of $ 3.1 million and a minimum interest payment of $ 0.2 million.

Sale of Navigator Villas

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The Company recorded a loss on extinguishment of debt of $ 0.1 million related to the sale.

Sale of Consolidated Operating Units

Sales of Consolidated Operating Units

During 2024, the Company closed on the following sales:

two units in the Golden Pacific portfolio, twelve units in the Peak JV 2 portfolio, and thirty-nine units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The fifty-three units were sold for an aggregate of approximately $ 9.5 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 9.1 million and a gain on sales of approximately $ 0.3 million.

4 units in the ILE portfolio, 11 units in the Indy-Springfield portfolio, 23 units in the Peak JV 2 portfolio, and 60 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The 98 units were sold for an aggregate of approximately $ 15.3 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions.

After deducting the paydown of existing mortgage indebtedness encumbering the 4 units in the ILE portfolio of approximately $ 0.9 million, the sales of the 98 units generated net proceeds of approximately $ 13.5 million and a gain on sales of approximately $ 1.8 million.

The gain on sales is included in (impairment) and gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income (loss).

During 2025, the Company closed on the following sales:

four units in the ILE portfolio, eleven units in the Indy-Springfield portfolio, twenty-three units in the Peak JV 2 portfolio, and sixty units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The ninety-eight units were sold for an aggregate of approximately $ 15.3 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 14.4 million and a gain on sales of approximately $ 1.8 million.

8 units in the Golden Pacific portfolio, 28 units in the ILE portfolio, 19 units in the Indy-Springfield portfolio, 24 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 sales agreements.

The 127 units were all previously classified as held for sale and sold for an aggregate of approximately $ 23.5 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions.

After deducting the paydown of existing mortgage indebtedness encumbering 27 units in the ILE portfolio of approximately $ 4.9 million, the sales of the 127 units generated net proceeds of approximately $ 16.6 million and a gain on sales of approximately $ 1.7 million.

The gain on sales is included in (impairment) and gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income (loss).

Held for Sale

At December 31, 2023, the Company classified an aggregate of 118 units as held for sale in its consolidated balance sheets, and for the year ended December 31, 2023, the Company recorded an impairment of $ 1.3 million 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.

The 118 units classified as held for sale are all reported in the Company’s scattered single-family homes segment and were included in the following portfolios:

35 units of Indy-Springfield, 13 units of Peak JV 2, and 70 units of Peak JV 3.

At December 31, 2024, the Company classified an aggregate of 167 units as held for sale in its consolidated balance sheets, and for the year ended December 31, 2024, the Company recorded an impairment of $ 3.3 million 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.

The 167 units classified as held for sale are all reported in the Company’s scattered single-family homes segment and are included in the following portfolios:

8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3.

At December 31, 2025 and 2024, the Company classified an aggregate of 107 units and 167 units, respectively, as held for sale on its consolidated balance sheets, with all units reported in the Company’s scattered single-family homes segment.

For the years ended December 31, 2025 and 2024, the Company recorded an impairment of $ 2.1 million and $ 3.3 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 (loss).

The 107 units classified as held for sale at December 31, 2025 are included in the following portfolios:

12 units of Golden Pacific, 27 units of ILE, 18 units of Indy-Springfield, 8 units of Peak JV 2, and all 42 units of Peak JV 3.

Units classified as held for sale were identified based on submarket analysis and individual unit-level operational review.

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Note 5 – Investments in Real Estate

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

The following tables provide summary information regarding the Company’s consolidated investments and preferred equity and loan investments.

As of December 31, 2025, the Company held nineteen consolidated investments and five preferred equity investments.

The following tables provide summary information regarding the Company’s consolidated investments and preferred equity investments.

Consolidated Investments

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Location / Market

Scattered Single-Family Homes

Golden Pacific

Indy-Springfield

Dallas-Fort Worth, TX

Total Scattered Single-Family Homes

Residential Communities

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Jacksonville, FL

District at Parkview (3)

Stone Mountain, GA

Skytop Apartments (3)

Cincinnati, OH

Southern Pines Reserve (3)

Villas at Huffmeister

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Total Residential Communities Units

Scattered Single-Family Homes

Golden Pacific

Indy-Springfield

Dallas-Fort Worth, TX

Total Scattered Single-Family Homes

Total Operating Units

Development Investment Name

Development / Lease-up Investment Name

Residential Communities

Abode Wendell Falls (4)

Harmony at Clear Creek (4)

Parkside at Summers Corner (5)

Summerville, SC

Total Development Units

(1) Total operating units includes an aggregate of 167 units classified as held for sale, with such units included in the following portfolios:

8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3.

(1) Total number of units includes an aggregate of 107 units classified as held for sale, with such units included in the following portfolios:

12 units of Golden Pacific, 27 units of ILE, 18 units of Indy-Springfield, 8 units of Peak JV 2, and all 42 units of Peak JV 3.

(2) Amira at Westly is held through the Company’s DST Program (refer to Note 9 for further information).

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

(3) District at Parkview, Skytop Apartments and Southern Pines Reserve are held through the Company’s DST Program.

(4) Represents a development project with no units delivered as of December 31, 2025.

(5) 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 the Company has committed to acquire, 12 units had been acquired as of December 31, 2025.

Depreciation expense was $ 24.7 million and $ 17.4 million for the years ended December 31, 2025 and 2024, respectively.

Intangibles related to the Company’s consolidated investments in real estate consist of the value of in-place leases.

In-place leases are amortized over the remaining term of the in-place leases, which is approximately six months.

Amortization expense related to the in-place leases was $ 2.5 million and zero for the years ended December 31, 2024 and 2023, respectively.

The Company’s real estate assets are leased to tenants under operating leases for which the terms and expirations vary.

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No individual tenant represents over 10% of the Company’s annualized base rent for the consolidated real estate investments.

Preferred Equity and Loan Investments

Lease-up Investment Name

Location / Market

Number of Units

The Cottages at Myrtle Beach

Myrtle Beach, SC

The Cottages of Port St.

Wayford at Innovation Park

Charlotte, NC

Wayford at Pringle

Charlotte, NC

Willow Park, TX

Total Lease-up Units

Preferred Equity Investments

Development Investment Name

Number of Units

Archer at RiverBlue

Asheville, NC

Canvas at Wildwood

Brunswick, GA

Sanford Marketplace

Total Development Units

Operating Investment Name (1)

Wayford at Innovation Park

Charlotte, NC

Total Operating Units

(1) 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 and 2023 (amounts in thousands):

Following is a summary of the notes and accrued interest receivable due from loan investments at December 31, 2024 (amounts in thousands).

The Company held no loan investments and there were no outstanding interest receivable amounts due to the Company at December 31, 2025.

Investment Name

Notes Receivable (1)

The Woods at Forest Hill (1)

Wayford at Pringle

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Accrued Interest Receivable (1)

The Woods at Forest Hill (1)

Wayford at Pringle

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Allowance for credit losses

In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full, including any accrued but unpaid interest amounts.

In February and May 2025, the Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, respectively, including any accrued but unpaid interest amounts.

Refer to Loan Investment Summary disclosure below for further information.

Allowance for Credit Losses

The provision for credit losses of the Company’s loan investments at December 31, 2024 and 2023 are summarized in the table below (amounts in thousands):

The allowance for credit losses of the Company’s loan investments at December 31, 2025 and 2024 are summarized in the table below (amounts in thousands):

Beginning balances, net as of January 1, 2025 and 2024, respectively

Provision for credit losses on pool of assets (1)

(Recovery of) provision for credit losses on pool of assets, net (1)

Allowance for credit losses, end of period

(1) 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.

The provision for credit losses during the year ended December 31, 2024 was attributable to the addition of one investment to the pool of assets (which was only partially offset by the removal of one investment from the pool of assets) and an increase in the trailing twelve-month historical default rate.

The recovery of credit losses during the year ended December 31, 2025 was attributable to the removal of the two remaining investments from the pool of assets.

Following is a summary of the interest income from loan investments for the years ended December 31, 2025 and 2024 (amounts in thousands):

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Wayford at Pringle (2)

(1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full, including any accrued but unpaid interest amounts.

Refer to Loan Investment Summary disclosure below for further information.

Willow Park (2)

(1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full.

(2) In February and May 2025, the Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, respectively, including any accrued but unpaid interest amounts.

Loan Investment Summary

During the year ended December 31, 2024, the Company entered into an agreement to provide a loan in the maximum aggregate amount of $ 22.3 million (the “Pringle Loan”) to an unaffiliated, third-party borrower for 102 build-to-rent, single-family residential units in Charlotte, North Carolina known as Wayford at Pringle.

The Pringle Loan had been fully funded as of December 31, 2024.

In addition to the Pringle Loan, the Company also holds a debt security investment in Wayford at Pringle;

refer to Note 7 for further information.

In addition, and during the year ended December 31, 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full in the aggregate amount of $ 8.5 million, which included principal investment of $ 8.3 million and accrued interest of $ 0.2 million.

Prior to 2024, the Company provided a mezzanine loan to the portfolio owner in Peak JV 3, which is owned through a joint venture between the Company and the operating partnership of Peak Housing REIT (the “Peak REIT OP”).

The loan receivable balance and the loan payable balance, and the loan interest income and loan interest expense attributable to the Company, are eliminated through consolidation on the Company’s consolidated balance sheets and statements of operations and comprehensive income, respectively.

The Company (as lender entity) recognizes Peak REIT OP’s portion of interest expense on the loan as income with this amount reflected in net income (loss) attributable to common stockholders in the Company’s consolidated statements of operations and comprehensive income.

The mezzanine loan was to mature on December 31, 2024;

however, on December 20, 2024, the loan agreement was amended and restated to provide for two (2) additional six-month extension options, and in conjunction with the loan’s amendment and restatement, the property owner delivered written notice to the Company of its intention to exercise the first additional six-month extension option, extending the maturity date to June 30, 2025.

The loan can be prepaid without penalty.

At December 31, 2023, the outstanding balance of the loan provided by the Company was $ 15.9 million.

During the year ended December 31, 2024, proceeds from the sales of 60 units in the Peak JV 3 portfolio (refer to Note 4 for further information) have been used to reduce the outstanding balance of the loan to $ 8.5 million at December 31, 2024.

During the year ended December 31, 2025, the Company’s two remaining loan investments were paid off in full, including any accrued but unpaid interest amounts, as follows:

(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

At December 31, 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.

The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in share of net earnings of equity method investment on its consolidated statement of operations and comprehensive income (loss).

The carrying amount of the Company’s investment in the unconsolidated real estate fund at December 31, 2025 is summarized below (amounts in thousands).

The Company held no investments in unconsolidated real estate funds at December 31, 2024.

Company Ownership

Investment Name

Percentage (1)

Marble Capital Income and Impact Fund, LP (2)

(1) Represents the Company’s ownership percentage at December 31, 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 significant.

Summary combined financial information for the Company’s investment in the unconsolidated real estate fund at September 30, 2025, and for the three and nine months ended September 30, 2025, is summarized below (amounts in thousands):

September 30,

Balance Sheet

Cash and cash equivalents

Receivables and other assets

Partners’ capital

Non-controlling interest

Total liabilities and partners’ capital

Nine Months Ended

Operating Statement

September 30, 2025

Investment income

Net investment income

Net unrealized gain on investments

Net increase in partners’ capital

Unconsolidated Real Estate Fund Investment Summary

On April 25, 2025, the Company closed on the acquisition of a limited partnership interest in Marble Capital Income and Impact Fund, LP (the “Marble Fund”) for a purchase price of $ 25.0 million.

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

Note 8 – Preferred Equity Investments

At December 31, 2025, the Company, through wholly-owned subsidiaries of the Operating Partnership, had entered into five joint venture agreements for preferred equity investments which are classified as available-for-sale debt securities.

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 (loss).

Each joint venture’s purpose is to develop or operate a portfolio of residential units.

The carrying amount of the Company’s preferred equity investments at December 31, 2025 and 2024 is summarized in the table below (amounts in thousands):

Investment Name

Archer at RiverBlue (1)

Canvas at Wildwood

Peak Housing (1)

Indigo Cove (3)

Sanford Marketplace

The Cottages at Myrtle Beach (2)

The Cottages of Port St.

The Woods at Forest Hill (1)

Wayford at Innovation Park

Wayford at Pringle (3)

Allowance for credit losses

Gross unrealized loss, net (2)

(1) The Company’s preferred equity investments in Peak Housing and The Woods at Forest Hill were fully redeemed in September 2024 and November 2024, respectively.

Gross unrealized gain (loss), net

(1) In December 2025, the Company 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 the Preferred Equity Investment Summary disclosure below for further information.

(2) During 2024, the Company’s preferred equity investments were reclassified from held-to-maturity debt securities to available-for-sale debt securities.

At December 31, 2024, these investments were classified as available-for-sale debt securities and were carried at a net fair value of $ 81.7 million, with the unrealized loss of ($ 0.5 ) million due to fluctuations in market interest rates.

At December 31, 2023, these investments were classified as held-to-maturity debt securities and carried at a net cost of $ 81.2 million.

Refer to the Real Estate Investments, Preferred Equity Investments and Notes Receivable disclosure in Note 2 for further information.

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 December 31, 2024.

(2) The Company’s preferred equity investments in Chandler, The Cottages at Myrtle Beach and The Cottages of Port St.

Lucie were fully redeemed in November, April and July of 2025, respectively.

Refer to the Preferred Equity Investment Summary disclosure below for further information.

(3) 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.

Available-for-sale

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Due after one year through three years

Due after three years

Allowance for Credit Losses

The provision for credit losses of the Company’s preferred equity investments at December 31, 2024 and 2023 are summarized in the table below (amounts in thousands):

Beginning balances, net as of January 1, 2024 and 2023, respectively

Provision for credit losses on pool of assets, net (1)

Reclassification adjustment (2)

Allowance for credit losses, net, end of period

(1) 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.

The provision for credit losses during the year ended December 31, 2024 was primarily attributable to the addition of four investments to the pool of assets (which was only partially offset by the removal of two investments from the pool of assets) and an increase in the trailing twelve-month historical default rate.

(2) Represents the adjustment for the reclassification of preferred equity investments from held-to-maturity debt securities to available-for-sale debt securities.

Refer to the Real Estate Investments, Preferred Equity Investments and Notes Receivable disclosure in Note 2 for further information.

As of December 31, 2023, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in eight joint ventures which are classified as available-for-sale debt securities.

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.

Each joint venture’s purpose is to develop or operate a portfolio of residential units.

The following table summarizes the Company’s income from preferred equity investments for the years ended December 31, 2025 and 2024 (amounts in thousands):

Investment Name

Archer at RiverBlue (1)

Canvas at Wildwood

Indigo Cove (3)

Peak Housing (4)

Sanford Marketplace

The Cottages at Myrtle Beach (2)

The Cottages at Warner Robins (2)

The Cottages of Port St.

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Wayford at Pringle (3)

Willow Park (2)

Total preferred returns on unconsolidated joint ventures (3)

Total income from preferred equity investments (5)

(1) In December 2025, the Company 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.

(2) The Company’s preferred equity investments in Chandler, The Cottages at Myrtle Beach and The Cottages of Port St.

Lucie were fully redeemed in November, April and July of 2025, respectively.

(3) In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold.

(4) The Company’s preferred equity investments in Peak Housing and The Woods at Forest Hill were fully redeemed in September 2024 and November 2024, respectively.

Refer to the Preferred Equity Investment Summary disclosure below for further information.

(2) The Company’s preferred equity investments in The Cottages at Warner Robins and Willow Park were redeemed in December 2023 and October 2023, respectively.

(5) Total income from preferred equity investments includes both current and accrued income amounts.

For the years ended December 31, 2025 and 2024, the accrued portion of the total income was $ 4.0 million and $ 10.6 million, respectively.

At December 31, 2024 and 2023, the Company had $ 23.3 million and $ 13.7 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net in its consolidated balance sheets.

At December 31, 2025 and 2024, the Company had $ 7.9 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

During the year ended December 31, 2024, the Company entered into three separate joint venture agreements with unaffiliated third parties to develop build-to-rent, single-family residential units.

The Company made commitments to invest capital for preferred equity interests in the three joint ventures as follows:

(i) $ 5.3 million for 82 units located in Bluffton, South Carolina known as Indigo Cove, (ii) $ 7.0 million for 170 units located in Brunswick, Georgia known as River Ford, and (iii) $ 14.6 million for 224 units located in Wildwood, Florida known as Canvas at Wildwood.

Of the Company’s aggregate commitment to invest approximately $ 26.9 million in the three joint ventures, $ 9.3 million had been funded as of December 31, 2024.

In addition, and during the year ended December 31, 2024, the Company entered into an agreement with an unaffiliated third party to make a debt security investment in the aggregate amount of $ 7.8 million, all of which was funded during 2024, for 102 build-to-rent, single-family residential units located in Charlotte, North Carolina known as Wayford at Pringle.

The Company also holds a loan investment in Wayford at Pringle;

refer to Note 6 for further information.

During the year ended December 31, 2024, the Company’s preferred equity interests in two joint ventures with unaffiliated third parties were fully redeemed as follows:

(i) the Company’s investment in the Peak REIT OP (which was collateralized by single-family residential units collectively known as “Peak Housing”) which included its remaining principal investment of $ 10.6 million and accrued preferred return of $ 0.6 million, and (ii) the Company’s investment in The Woods at Forest Hill which included its principal investment of $ 5.6 million, accrued preferred return of $ 1.1 million, and a minimum multiple payment of $ 0.6 million.

In addition, the remaining $ 1.7 million of the Company’s preferred equity investment in Willow Park, which was redeemed in 2023 and collateralized by The Woods at Forest Hill and other Peak REIT OP investments, was received in full by the Company in 2024.

During the year ended December 31, 2025, the Company’s preferred equity investment activity was as follows:

(i) it 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, and (ii) it entered into two separate joint venture agreements with unaffiliated third parties and made commitments to invest up to (a) $ 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 (b) $ 9.5 million for preferred equity interests in the development of an approximately 245 -unit residential community located in Asheville, North Carolina known as Archer at RiverBlue.

In addition, the Company had its preferred equity investments in three separate joint ventures with unaffiliated third parties fully redeemed as follows:

(i) 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, (ii) The Cottages of Port St.

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, and (iii) Chandler redeemed in the aggregate amount of $ 19.6 million, which included the Company’s principal investment of $ 15.0 million, and accrued preferred return and outstanding amounts of $ 4.6 million.

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.

As of December 31, 2025, the Company had funded $ 20.3 million of its $ 47.3 million aggregate commitment to fund capital for preferred equity interests in Archer at RiverBlue, Canvas at Wildwood, River Ford, and Sanford Marketplace.

Note 9 – DST Program

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”).

Under the DST Program, the private placement offers interest in the real property placed into a Delaware statutory trust (a “DST Property”).

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.

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”).

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.

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.

As the Company is the primary beneficiary of the DST Property for the financial reporting purposes, the Company consolidates the DST Property and operations in its financial statements.

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.

As of December 31, 2024, the Company had one offering in its DST Program and had raised $ 4.5 million in offering proceeds of the $ 66.0 million total offering, with total net real estate investments associated with the DST Program of $ 103.4 million.

The following table summarizes the Company’s offerings in its DST Program as of December 31, 2025 (amounts in thousands):

Net Offering Proceeds

Net Real Estate

Amira at Westly (1)

District at Parkview (2)

Stone Mountain, GA

Skytop Apartments

Cincinnati, OH

Southern Pines Reserve

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

(2) District at Parkview was acquired on December 18, 2025.

Note 10 — Revolving Credit Facilities

The outstanding balances on the revolving credit facilities as of December 31, 2024 and 2023 are as follows (amounts in thousands):

The outstanding balances on the revolving credit facilities at December 31, 2024 were as follows (amounts in thousands).

At December 31, 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).

Revolving Credit Facilities

Amended DB Credit Facility

KeyBank Credit Facility

Amended ILE Sunflower Credit Facility

Amended DB Credit Facility

Amended Deutsche Bank Credit Facility (“Amended DB Credit Facility”)

On December 29, 2023, certain of the Company’s subsidiaries entered into an amended and restated credit facility (the “Amended DB Credit Facility”) with Deutsche Bank Securities Inc.

In December 2023, certain of the Company’s subsidiaries entered into an amended and restated credit facility (the “Amended DB Credit Facility”) with Deutsche Bank Securities Inc.

(“Deutsche Bank”), as sole lead arranger, Deutsche Bank AG, New York Branch, as administrative agent, the financial institutions party thereto as lenders and Computershare Trust Company, N.A., as paying agent and calculation agent, and the Company as a guarantor.

The Amended DB Credit Facility provides for a revolving loan with a maximum commitment amount of $ 150 million.

Borrowings under the Amended DB Credit Facility are limited to financings related to the acquisition, renovation, rehabilitation, maintenance and leasing of single-family residential units in the Indy-Springfield, Peak JV 2 and Savannah-84 portfolios.

Borrowings under the Amended DB Credit Facility bear interest on the amount drawn at Term Secured Overnight Financing Rate (“SOFR”) plus 2.80 %, and borrowings can be prepaid without premium or penalty.

The interest rate on outstanding borrowings was 7.35 % at December 31, 2024.

The Amended DB Credit Facility matures on April 6, 2025 and contains a one-year extension option, which the Company intends to exercise, subject to certain conditions and the payment of an extension fee.

The Amended DB Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt yield and minimum debt service coverage ratio.

At December 31, 2024, the Amended DB Credit Facility was drawn at $ 85 million and the Company was in compliance with all covenants under the Amended DB Credit Facility.

The availability of borrowings under the Amended DB Credit Facility at December 31, 2024 was approximately $ 13 million and is based on the collateral and compliance with various ratios related to those assets.

Amended ILE Sunflower Credit Facility

In 2023, the Company, along with its unaffiliated joint venture partner, ILE, entered into an amended and restated credit facility with Sunflower Bank, N.A.

(the “Amended ILE Sunflower Credit Facility”).

The Amended ILE Sunflower Credit Facility provided for a revolving loan with an initial commitment amount of $ 20 million, which commitment contained an accordion feature to a maximum total commitment of up to $ 50 million.

The Amended ILE Sunflower Credit Facility, along with three other separate non-revolving credit facilities (refer to Note 10 for further information), was used in the financing of acquisitions of single-family residential units.

Borrowings under the Amended ILE Sunflower Credit Facility bore interest at Term SOFR plus 3.11 %, subject to a rate floor, and could be prepaid without penalty or premium.

The Amended ILE Sunflower Credit Facility was to mature in December 2024 and contained certain financial and operating covenants, including a minimum fixed charge coverage ratio.

In October 2024, the Company, along with ILE, fully paid off the outstanding balance of the Amended ILE Sunflower Credit Facility.

The Amended DB Credit Facility provided for a revolving loan with a maximum commitment amount of $ 150 million.

Borrowings under the Amended DB Credit Facility were limited to financings related to the acquisition, renovation, rehabilitation, maintenance and leasing of single-family residential units in the Indy-Springfield, Peak JV 2 and Savannah-84 portfolios.

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.

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

On October 25, 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program.

In October 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program.

The KeyBank Credit Facility provides for a revolving loan with a maximum commitment amount of $ 50 million.

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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.

The interest rate on outstanding borrowings was 7.94 % at December 31, 2024.

The Company pays a fee on the unused portion of the KeyBank Credit Facility at an annual rate of 0.30 %.

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The KeyBank Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt service coverage ratio and minimum tangible net worth.

At December 31, 2024, the KeyBank Credit Facility was drawn at $ 36 million, and the Company was in compliance with all covenants under the KeyBank Credit Facility.

At December 31, 2025, the KeyBank Credit Facility was fully paid down with no outstanding balance.

Note 11 – Mortgages Payable

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August 1, 2029

Navigator Villas (4)

District at Parkview

Interest-only

January 1, 2036

Skytop Apartments

Interest-only

October 1, 2035

Southern Pines Reserve

Interest-only

Villas at Huffmeister

6 unchanged sentences

October 4, 2027

Harmony at Clear Creek (5)

Interest-only

September 30, 2028

Interest-only

October 1, 2027

Wayford at Concord (7)

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CA3 matures in 2028.

(2) At December 31, 2024, the lender waived the minimum debt service coverage ratio covenant under CA2 to remain in compliance with such covenant.

The ILE credit agreements contain certain financial and operating covenants, including minimum liquidity and minimum debt service coverage.

(2) The loan requires monthly payments of principal and interest.

(4) The Company sold Navigator Villas in August 2024.

(3) The principal balance includes a $ 9.5 million senior loan at a fixed rate of 4.81 % and a $ 4.2 million supplemental loan at a fixed rate of 4.96 % .

(6) The ILE loan bears interest at one-month Term SOFR plus 2.85 % , subject to a 6.50 % rate floor.

(4) The Deutsche Bank loan (“DB Loan”) bears interest at one-month Term SOFR plus 2.95 % .

In December 2025, the one-month Term SOFR in effect for this loan was 3.87 % .

The Term SOFR rate is subject to a 2.50 % rate cap through April 2026;

refer to Note 13 for further information.

The DB Loan contains certain financial and operating covenants, including maximum leverage, minimum debt yield and minimum debt service coverage.

(5) Represents a construction loan with a maximum commitment of $ 46.5 million.

At December 31, 2025, a negligible amount was drawn on the loan.

(6) 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.

In December 2025, the one-month Term SOFR in effect for this loan was 3.84 % .

(7) The Wayford at Concord loan bears interest at the 30-day average SOFR plus 2.23 %.

In December 2024, the 30-day average SOFR in effect was 4.67 %.

In December 2025, the 30-day average SOFR in effect for this loan was 4.00 %.

SOFR rate is subject to a 2.50 % rate cap through April 2027;

Please refer to Note 12 for further information.

refer to Note 13 for further information.

Deferred financing costs

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.

Amortization of deferred financing costs, including the amounts related to the revolving credit facilities, was $ 1.6 million and $ 3.1 million for the years ended December 31, 2024 and 2023, respectively.

Amortization of deferred financing costs, including amounts related to the revolving credit facilities (refer to Note 10 for further information), for the years ended December 31, 2025 and 2024 was $ 2.3 million and $ 1.6 million, respectively.

Fair value adjustments of debt

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The fair value adjustments are being amortized to interest expense over the remaining life of the loans.

Amortization of fair value adjustments was $ 0.1 million of expense and $ 0.3 million of income for the years ended December 31, 2024 and 2023, respectively.

Amortization of fair value adjustments for the years ended December 31, 2025 and 2024 was $ 0.3 million and $ 0.1 million, respectively.

Loss on Extinguishment of Debt and Debt Modification Costs

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a 10% or greater difference in the cash flows between instruments) in the terms of an underlying debt agreement, the Company writes-off any unamortized deferred financing costs and fair market value adjustments related to the original debt that was extinguished.

Prepayment penalties incurred on the early repayment of debt and costs incurred in a debt modification that are not capitalized are also included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations and comprehensive income.

The Company had $ 0.2 million of loss on extinguishment of debt costs and no debt modification costs for the year ended December 31, 2024.

The Company had no loss on extinguishment of debt or debt modification costs during 2023.

The Company had a negligible amount of loss on extinguishment of debt and no debt modification costs during the year ended December 31, 2025.

The Company had $ 0.2 million of loss on extinguishment of debt costs and no debt modification costs during the year ended December 31, 2024.

Debt maturities

At December 31, 2024, contractual principal payments of the Company’s borrowings, including the revolving credit facilities (refer to Note 9 for further information), for the five subsequent years and thereafter are as follows (amounts in thousands):

The following table summarizes the Company’s contractual principal payments of its borrowings at December 31, 2025 for the five subsequent years and thereafter (amounts in thousands):

Unamortized fair value debt adjustment

Deferred financing costs, net

The net book value of real estate assets providing collateral for these above borrowings, including the revolving credit facilities, was $ 594.6 million at December 31, 2024.

The net book value of real estate assets providing collateral for these above borrowings was $ 780.4 million at December 31, 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.

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Fair Value of Financial Instruments

The carrying values and fair values of the Company’s financial instruments at December 31, 2024 and 2023 are summarized in the table below (amounts in thousands):

At December 31, 2025 and 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.

At December 31, 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.

Entrants to the fund are priced based upon the current net asset value of the fund at the time of investment.

As such, the carrying value of the Marble Fund approximates fair value, and the financial information used to determine the fair value of the Company’s investment in the Marble Fund represents market-corroborated inputs of the asset, which is considered a Level 2 input within the fair value hierarchy.

The Company held no investments in unconsolidated real estate funds at December 31, 2024.

Refer to Note 7 for further information on the Marble Fund.

As of December 31, 2025 and 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 $ 436.4 million and $ 250.2 million, respectively, compared to the carrying amounts, before adjustments for deferred financing costs, net, of $ 438.7 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.

The carrying values and fair values of the Company’s financial instruments recorded at fair value on a recurring basis at December 31, 2025 and 2024 are summarized in the table below (amounts in thousands):

December 31, 2025

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Preferred equity investments (1)

Mortgages payable (2)

Derivative financial instruments (2)

(1) Represents the Company’s preferred equity investments which are classified as available-for-sale (“AFS”) debt securities (refer to Note 8 for further information).

These investments were previously classified as held-to-maturity debt securities and were carried at cost at December 31, 2023;

however, as these investments were reclassified from held-to-maturity debt securities to AFS debt securities in 2024, these investments were carried at fair value at December 31, 2024.

The Company measures the fair value of its AFS preferred equity investments utilizing observable and unobservable market inputs.

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However, given the significance of the unobservable inputs, the fair values of AFS preferred equity investments are classified in Level 3 of the fair value hierarchy.

(2) The carrying values of the mortgages payable include ($ 2,400 ) and $ 916 of unamortized fair value debt adjustments and exclude $ 5,416 and $ 951 of deferred financing costs at December 31, 2024 and 2023, respectively.

The fair value of mortgages payable is estimated based on interest rates obtained from third party lenders for similar types of borrowing arrangements.

(2) The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility.

The fair value of interest rate caps is determined using the market-standard methodology of discounting the future expected cash receipts which would occur if floating interest rates rise above the strike rate of the caps.

The floating interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy.

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 years ended December 31, 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.

Investment in operating units classified as held for sale (Level 3)

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Fair value (2)

(1) 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.

(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 (loss).

(2) 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.

The estimated fair value is based on discussions with third party brokers, historical sales experience, and current market conditions.

The estimated fair value is based on historical sales experience, discussions with third-party brokers, and current market conditions.

Fair Value Measurements on a Nonrecurring Basis

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.

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.

The Peak JV 2 portfolio is included in the scattered single-family homes segment.

No impairment losses on operating real estate and related intangible assets were recorded in 2023.

Derivative Financial Instruments

The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility.

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy.

If the Company does not believe that it will be able to recover the carrying value of operating real estate and related intangible assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets.

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.

These valuation methods utilize inputs that fall within Level 3 of the fair value hierarchy.

During the year ended December 31, 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.

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.

The remaining $ 0.3 million impairment was driven by deterioration in submarket conditions.

During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, we recorded a $ 1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024.

The impairment losses for 2025 and 2024 are recorded within (impairment) and gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income (loss).

The Company’s operating units for which it has recorded impairments, measured at fair value on a non-recurring basis, for the years ended December 31, 2025 and 2024 are summarized in the table below (amounts in thousands).

The operating units for which the Company has recorded impairment losses are all reported in the Company’s scattered single-family homes segment.

Investment in operating units (Level 3)

Pre-impairment amount

Total impairments (1)

Fair value (2)

(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 (loss).

(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.

The estimated fair value is based on estimates obtained from third-party brokers and current market conditions.

Note 13 – Derivative Financial Instruments

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The Company has not designated any of the interest rate derivatives as hedges.

Although these derivative financial instruments were not designated or did not qualify for hedge accounting, the Company believes these derivative financial instruments mitigate increases in interest rates.

Although these derivative financial instruments were not designated or did not qualify for hedge accounting, the Company believes the derivative financial instruments mitigate increases in interest rates.

The Company does not use derivative financial instruments for trading or speculative purposes.

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Latest maturity date

The table below presents the classification and fair value of the Company’s derivative financial instruments on the consolidated balance sheets at December 31, 2024 and 2023 (amounts in thousands):

The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at December 31, 2025 and 2024 (amounts in thousands):

Derivatives not designated as hedging

6 unchanged sentences

Accounts receivable, prepaids and other assets

The table below presents the classification and effect of the Company’s derivative financial instruments on its consolidated statements of operations and comprehensive income for the years ended December 31, 2024 and 2023 (amounts in thousands):

The table below presents the classification and effect of the Company’s derivative financial instruments on its consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2025 and 2024 (amounts in thousands):

The Effect of Derivative Instruments

Derivatives not designated as hedging

Location of Gain (Loss)

Location of Loss

on the Statements of Operations

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Recognized in Income

and Comprehensive Income

and Comprehensive Income (Loss)

Interest rate caps

Interest expense

Interest expense, net

Interest rate swaps

Interest expense

Interest expense, net

Credit-risk-related Contingent Features

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Management Agreement with the Manager

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 (“BRE”), pursuant to which the Manager provides for the day-to-day management of the Company’s operations.

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.

The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directions (the “Board”).

The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directors (the “Board”).

Specifically, the Manager is responsible for (i) the selection, purchase and sale of the Company’s portfolio investments, (ii) the Company’s financing activities, and (iii) providing the Company with advisory services, in each case in conformity with the investment guidelines and other policies approved and monitored by its Board.

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The Company is required to reimburse the Manager for certain expenses and pay all operating expenses (the “operating expense reimbursement”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears, except those specifically required to be borne by the Manager under the Management Agreement.

Prior to the fourth quarter 2024, the Management Agreement provided that (i) the base management fee and the incentive fee would be allocated and payable as one half ( 50 %) in C-LTIP Units and the

remainder payable in cash or C-LTIP Units, at the discretion of the Board, and (ii) the operating expense reimbursement shall be payable either in cash or C-LTIP Units, at the discretion of the Board.

Prior to the fourth quarter 2024, the Management Agreement provided that (i) the base management fee and the incentive fee would be allocated and payable as one half ( 50 %) in C-LTIP Units (as defined in the Operating Partnership’s Partnership Agreement) and the remainder payable in cash or C-LTIP Units, at the discretion of the Board, and (ii) the operating expense reimbursement shall be payable either in cash or C-LTIP Units, at the discretion of the Board.

Commencing with the fourth quarter 2024, the Management Agreement provides that (i) the base management fee shall be paid in cash unless there is an agreement between the Board and the Manager to pay all or a portion of the base management fee in C-LTIP Units, and (ii) the operating expense reimbursement remains payable either in cash or C-LTIP Units, at the discretion of the Board.

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.

For the year ended December 31, 2024, the Company recorded a base management fee of $ 9.1 million, of which $ 3.6 million was, or shall be, paid in C-LTIP Units with the remainder paid in cash.

For the year ended December 31, 2023, the Company recorded a base management fee of $ 7.9 million, of which all was paid in C-LTIP Units.

For the year ended December 31, 2025, the Company recorded an aggregate base management fee of $ 10.5 million, of which $ 0.8 million was, or shall be, paid in C-LTIP Units, with the remainder of the fee paid in cash.

For the year ended December 31, 2024, the Company recorded an aggregate base management fee of $ 9.1 million, of which $ 3.6 million was paid in C-LTIP Units, with the remainder of the fee paid in cash.

There have been no incentive fee expenses incurred during the years ended December 31, 2025 and 2024.

For the years ended December 31, 2025 and 2024, the Company recorded operating expense reimbursements of $ 4.0 million and $ 4.4 million, respectively.

Commencing with the operating expense reimbursement for the first quarter 2024, the Company paid, and expects to continue to pay, the operating expense reimbursement to the Manager entirely in cash;

prior to the first quarter 2024, the Company paid the operating expense reimbursement to the Manager entirely through the issuance of C-LTIP Units.

The operating expense reimbursement for the year ended December 31, 2024 included reimbursements to the Manager in the aggregate amount of $ 2.9 million for accounting and legal services.

Prior to the fourth quarter 2023, the Manager elected to not seek reimbursements for accounting and legal services during the Company’s first year of operations.

In addition, for the years ended December 31, 2024 and 2023, the Company recorded direct expense reimbursements of $ 0.4 million and $ 0.3 million, respectively, which were paid to the Manager in cash.

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.

Commencing with operating expense reimbursements for the first quarter 2024, the Company paid the operating expense reimbursement to the Manager entirely in cash.

In addition, for the years ended December 31, 2025 and 2024, the Company recorded direct expense reimbursements of $ 0.6 million and $ 0.4 million, respectively, which were, or shall be, paid to the Manager in cash.

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 (loss).

The table below presents the related party amounts payable to the Manager at December 31, 2025 and 2024 pursuant to the terms of the Management Agreement (amounts in thousands).

The Company records these payables in due to affiliates in its consolidated balance sheets.

The Company records these payables in due to affiliates on its consolidated balance sheets.

Amounts payable to the Manager under the Management Agreement

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Total amounts payable to the Manager

Acquisition Fees

The Company, through consolidated subsidiaries associated with its DST Program, incurs a one-time acquisition fee for each DST private placement offering.

During the years ended December 31, 2025 and 2024, the Company incurred one-time acquisition fees of $ 5.3 million and $ 2.1 million, respectively.

Refer to Note 9 for further information on the Company’s DST Program.

Asset Management Fees

The Company engaged a related party as the DST asset manager to provide certain management services and oversee the performance of the property manager.

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.

During the years ended December 31, 2025 and 2024, the Company incurred asset management fees related to the DST Program of $ 0.3 million and $ 0.04 million, respectively, which are recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income (loss).

The table below presents amounts payable to related parties at December 31, 2025 and 2024 (amounts in thousands) related to the Company’s DST Program.

The Company records these payables in due to affiliates on its consolidated balance sheets.

Amounts payable to related parties – DST Program

One-time acquisition fees

Asset management fees

Total amounts payable to related parties – DST Program

District at Parkview DST

In December 2025, the Company, through a DST, acquired District at Parkview to be included in its DST Program.

The purchase price of District at Parkview, inclusive of certain adjustments typical in such real estate transactions, was funded by (i) a senior loan secured by the property, (ii) cash funded by the Company, and (iii) cash funded by Bluerock Real Estate Holdings, LLC, an affiliate of the Manager.

Refer to Note 3 for further information.

Unconsolidated Real Estate Fund

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 significant.

As such, the Company’s investment in the Marble Fund is considered a related party investment.

At December 31, 2025, the Company had $ 0.2 million of related party amounts payable to the Marble Fund pertaining to carried interest.

The Company records these payables in due to affiliates on its consolidated balance sheets.

The Company held no investments in unconsolidated real estate funds at December 31, 2024.

Leasehold Cost-Sharing Agreement with Bluerock Real Estate Holdings, LLC

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Payment by BREH of any amounts payable under the Leasehold Cost-Sharing Agreement to the Company will be made in cash.

The table below presents the related party amounts receivable from BREH at December 31, 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands).

No amounts were receivable from BREH at December 31, 2023.

The Company records these receivables in due from affiliates in its consolidated balance sheets.

The table below presents the related party amounts receivable from BREH at December 31, 2025 and 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands).

The Company records these receivables in due from affiliates on its consolidated balance sheets.

Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement

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Operating and direct expense reimbursements

Total amounts receivable from the Manager

At December 31, 2024 and 2023, the Company had no other receivables due from any related parties.

BR Amira DST Manager, LLC - Amira at Westly DST

The Company has agreed to pay an asset management fee equal to 0.02 % per annum of the Amira at Westly purchase price of $ 103 million, or $ 206,000 annually, to BR Amira DST Manager, LLC, which is wholly owned by Bluerock Asset Management, LLC.

During the year ended December 31 2024, the Company incurred a total asset management fee related to Amira at Westly of $ 35,000 which is recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income.

The Company did no t incur any asset management fees related to Amira at Westly in 2023.

In addition, the Company incurred a one-time acquisition fee of $ 2.1 million payable to BR Amira DST Manager, LLC upon the completion of the Amira at Westly private placement offering.

The table below presents the related party amounts payable to BR Amira DST Manager, LLC at December 31, 2024 (amounts in thousands).

No amounts were payable at December 31, 2023.

The Company records these payables in due to affiliates in its consolidated balance sheets.

Amounts payable to BR Amira DST Manager, LLC

One-time acquisition fee

Asset management fees

Total amounts payable to BR Amira DST Manager, LLC

Total amounts receivable from BREH

At December 31, 2025 and 2024, the Company had no other receivables due from related parties.

Harmony at Clear Creek Development

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.

At December 31, 2025, BTR Preferred had not funded any of the committed amount.

Archer at RiverBlue

In December 2025, the Company entered into a joint venture agreement with two unaffiliated third parties to develop Archer at RiverBlue (refer to Note 8 for further information).

The Company and one joint venture partner will each hold preferred equity interests in Archer at RiverBlue, and the remaining joint venture partner will hold the common equity interests.

Per the terms of the joint venture agreement, the common equity partner is obligated to pay a facilitation fee in an amount equal to $ 570 K to Bluerock Enterprise Holdings, LP, an affiliate of the Manager, for consulting services to be provided to the common equity partner.

Preferred Equity Investments

During 2025, 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 the Manager.

Refer to Note 8 for further information.

Selling Commissions and Dealer Manager Fees

In conjunction with the offering of the Company’s Series A Preferred Stock (refer to Note 14 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.

The Company engaged Bluerock Capital Markets, LLC, an affiliate of the Manager, as dealer manager for offerings in its DST Program and the offering of its Series A Preferred Stock.

For offerings in its DST Program, the Company pays up to 8.65 % of the gross offering proceeds from the offerings 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.

For its offering of the Series A Preferred Stock (refer to Note 15 for further information), Company’s 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.

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Net Loss Per Common Share

Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock, LTIP Units and C-LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.

Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock, LTIP Units and C-LTIP Units.

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.

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.

The Company considers the requirements of the two-class method when preparing earnings per share.

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(1) Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.

(2) For the year ended December 31, 2024, (i) the potential vesting of restricted Class A common stock of 5,288 shares, and (ii) the potential conversion of the Series A Preferred Stock into Class A common stock of 3,310,998 shares, are excluded from the diluted shares calculation as the effect is antidilutive.For the year ended December 31, 2023, (i) the potential vesting of restricted Class A common stock of 3,595 shares, and (ii) the potential conversion of the Series A Preferred Stock into Class A common stock of 110,328 shares, are excluded from the diluted shares calculation as the effect is antidilutive.

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.

The income allocable to such OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements.

(2) For the years ended December 31, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive:

(i) the potential vesting of restricted Class A common stock of 7,208 shares and 5,288 shares, respectively, and (ii) the potential conversion of the Series A Preferred Stock into Class A common stock of 11,190,214 shares and 3,310,998 shares, respectively.

The effect of the conversion of OP Units, which are exchangeable for Class A common stock on a one -for-one basis, and LTIP Units are not reflected in the computation of basic and diluted earnings per share.

The income allocable to OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements.

As such, the assumed conversion of these OP Units would have no net impact on the determination of diluted earnings per share.

Series A Redeemable Preferred Stock

The 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) ranks senior to all classes of the Company’s common stock.

The 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) ranks senior to all classes of the Company’s common stock and on parity with the Series B Redeemable Preferred Stock.

The Series A Preferred Stock is entitled, when and as authorized by the Board and declared by the Company out of legally available funds, to priority cumulative dividends at an annual rate of 6.0 % of the stated value of $ 25.00 per share (the “Stated Value”) to be paid monthly, in arrears.

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The Company has the right to redeem the Series A Preferred Stock beginning two years from the original issuance for the Stated Value, plus any accrued and unpaid dividends, in either cash or in equal value of shares of its Class A common stock, at the Company’s option, with the number of shares of Class A common stock issued for redemption (if any) based on the closing price per share of the Class A common stock for the single trading day prior to the date of redemption.

In November 2023, the Company announced the payment of additional contingent special daily dividends with respect to the Company’s Series A Preferred Stock.

This dividend was aggregated with the regular monthly dividend so as to effect a dividend rate of two percent over the average 10-Year Daily Treasury Par Yield Curve Rate with a floor of 6 % annually, calculated and paid monthly.

Commencing in November 2023, the Series A Preferred Stock additional contingent special dividend was declared for each month for which the Board declared the regular monthly dividend of $ 0.125 per outstanding share of Series A Preferred Stock.

In May 2024, the Company announced the payment of an enhanced special dividend replacing the additional contingent special daily dividend.

In May 2024, the Company announced the payment of an enhanced special dividend replacing the previous special dividend.

The enhanced special dividend is aggregated with the regular monthly dividend so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5 % minimum and an 8.5 % maximum annual rate, calculated and paid monthly.

Commencing in May 2024, the Series A Preferred enhanced special dividend was declared for each month for which the Board declared the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock.

At the date of issuance, the carrying amount of the Series A Preferred Stock was less than the redemption value.

At the date of issuance, the carrying amount of the Series A Preferred Stock is less than the redemption value.

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.

As of December 31, 2025, the Company had recorded a total of $ 4.8 million of accretion related to the Series A Preferred Stock.

During the year ended December 31, 2024, the Company issued 4,198,566 shares of Series A Preferred Stock at the Stated Value under its continuous registered offering with net proceeds of approximately $ 92.9 million after (i) commissions, dealer manager fees and sales discounts of approximately $ 10.6 million, and (ii) costs related to establishing the offering of Series A Preferred Stock of approximately $ 1.5 million.

On February 6, 2025, the Company implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to its Series A Preferred Stock.

The Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of the Company’s Class A common stock rather than in cash (each, a “Preferred Redemption in common stock”).

The Policy provides that if, within 10 business days of any such Preferred Redemption in common stock, any such shares of Class A common stock are sold at a loss (i.e.

a lower price than the Aggregate Redemption Value), the holder can apply to the Company for a cash payment to the holder in an amount equal to the difference between (i) the Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Policy.

The Policy applies both retroactively, and on a go-forward basis, to holders of the Company’s Series A Preferred Stock.

During the year ended December 31, 2025, the Company issued 1,704,028 shares of Series A Preferred Stock at the Stated Value under its continuous registered offering with net proceeds of approximately $ 36.5 million after commissions, dealer manager fees and sales discounts, and costs related to establishing the offering of Series A Preferred Stock.

As of December 31, 2025, the Company had issued a total of 6,337,313 shares of Series A Preferred Stock with total net proceeds of approximately $ 137.6 million after commissions, dealer manager fees, sales discounts and offering costs.

During the year ended December 31, 2024, the Company, at the request of holders, redeemed 6,560 shares of Series A Preferred Stock through the issuance of 9,103 shares of Class A common stock.

Additionally, as of December 31, 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 37,650 shares of Series A Preferred Stock for $ 0.9 million in cash.

Series B Redeemable Preferred Stock

On December 10, 2025, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s registration statement on Form S-11 (File No.

333-290772) (the “2025 Registration Statement”).

On December 11, 2025, the Company filed a prospectus supplement to the 2025 Registration Statement offering a maximum of 14,000,000 shares of 7.5 % Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) at $ 25.00 per share, for a maximum offering amount of $ 350 million in Series B Preferred Stock.

The Series B Preferred Stock ranks senior to all classes of the Company’s common stock and on parity with the Series A Preferred Stock.

The Series B Preferred Stock is entitled, when and as authorized by the Board and declared by the Company out of legally available funds, to priority cumulative dividends at an annual rate of 7.5 % of the stated value of $ 25.00 per share to be paid monthly, in arrears.

Holders may, at their option, elect to have the Company redeem their shares through the first year from issuance subject to a 12 % redemption fee.

After year one , the redemption fee decreases to 9 %, after year two it decreases to 6 %, after year three it decreases to 3 %, and after year four there is no redemption fee.

Any redeemed shares are entitled to any accrued but unpaid dividends at the time of the redemption, payable by the Company, at its option, in either cash or in equal value of shares of its Class A common stock.

The Company has the right to redeem the Series B Preferred Stock beginning two years from the original issuance for the stated value of $ 25.00 per share, plus any accrued and unpaid dividends, in either cash or in equal value of shares of its Class A common stock, at the Company’s option, with the number of shares of Class A common stock issued for redemption (if any) based on the closing price per share of the Class A common stock for the single trading day prior to the date of redemption.

As of December 31, 2025, the Company had no t issued any shares of its Series B Preferred Stock.

Class C Common Stock

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Class A Common Stock Repurchase Plan

On February 13, 2024, the Company’s Board authorized a stock repurchase plan that provided for the repurchase, from time to time, of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act.

On February 13, 2024, the Board authorized a stock repurchase plan for the repurchase of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock.

The repurchase plan had a term of one year and ended in February 2025.

The Company made no repurchases of its Class A common stock under the stock repurchase plan.

The Board did authorize a new stock repurchase plan in late February 2025;

The Company made no repurchases of its Class A common stock under this plan.

The repurchase plan has a term of one year ending on February 28, 2026, and may be discontinued at any time.

As of December 31, 2025, no repurchases of Class A common stock had been made by the Company under this plan.

The Board did authorize a new stock repurchase plan on February 10, 2026;

refer to Note 18 for further information.

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Certain OP units will be designated as “C-OP Units” and certain LTIP units will be designated as “C-LTIP Units.” The Company expects that its Operating Partnership will issue OP units to limited partners, including the Company, in exchange for capital contributions of cash or property, including in connection with the contribution of the net proceeds of any future offering of the Company’s shares, as described above, and that the Company’s Operating Partnership will issue LTIP units, pursuant to the BHM Incentive Plans, to persons (including its Manager, directors and employees) or entities who provide services to the Company.

In addition, the Company’s Operating Partnership will issue C-LTIP Units to the Company’s Manager pursuant to the Management Agreement.

In addition, the Company’s Operating Partnership will issue C-LTIP Units to the Company’s Manager pursuant to the Management Agreement and may issue C-LTIP Units to the Company’s executive officers and certain other service providers to the Company at the discretion of its board.

In calculating the percentage interests of the partners in the Operating Partnership, LTIP Units are treated as OP Units.

Additional C-LTIP Units will also be issuable to the Company’s executive officers or other service providers of the Company at the discretion of its Board.

Pursuant to the Partnership Agreement the Company will be obligated to file a registration statement covering the issuance or resale of shares of common stock received by limited partners who held their Partnership Units as of the date of the partnership agreement (including their transferees and assigns) upon such limited partners’ redemption of their OP units, under which the Company will agree to use reasonable efforts to have the registration statement declared effective, to register or qualify such shares under the securities or blue sky laws of such jurisdictions within the United States as required by law, to list the Company’s shares of common stock issued pursuant to the exercise of redemption rights on any securities exchange or national market system upon which the Company’s shares of common stock are then listed, and to indemnify limited partners exercising redemption rights against all losses caused by any untrue statement of a material fact contained in the registration statement, preliminary prospectus or prospectus or caused by any omission to state a material fact required to be stated or necessary to make the statements therein not misleading, except insofar as such losses are caused by any untrue statement or omission based upon information furnished to us by such limited partners.

In general, LTIP Units will receive the same per-unit distributions as the OP Units.

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Department of Treasury regulations, will be allocated first to the holders of LTIP Units until their capital account per unit is equal to the average capital account per-unit of the Company’s OP Unit holders in the Operating Partnership.

As of December 31, 2024, limited partners other than the Company owned approximately 69.48 % of the common units of the Operating Partnership ( 7,365,735 OP Units, or 56.72 %, is held by OP Unit holders, and 1,657,139 LTIP Units, or 12.76 %, is held by LTIP Unit holders, including 3.09 % which are not vested at December 31, 2024).

As of December 31, 2025, limited partners other than the Company owned approximately 69.36 % of the common units of the Operating Partnership ( 7,365,404 OP Units, or 55.65 %, were held by OP Unit holders, and 1,813,663 LTIP Units, or 13.71 %, were held by LTIP Unit holders, including 2.37 % which are not vested at December 31, 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.

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During the year ended December 31, 2025, the Company granted C-LTIP Units to the Manager pursuant to the Management Agreement as follows:

(i) 151,600 and 95,204 C-LTIP Units granted on February 21, 2024 in payments of the full base management fee of $ 2.0 million and the full operating expense reimbursement of $ 1.3 million, respectively, incurred for the fourth quarter 2023;

(ii) 60,080 C-LTIP Units granted on May 14, 2024 in payment of one half ( 50 %) of the total base management fee of $ 2.1 million incurred for the first quarter 2024;

(iii) 58,390 C-LTIP Units granted on August 8, 2024 in payment of one half ( 50 %) of the total base management fee of $ 2.2 million incurred for the second quarter 2024;

and (iv) 83,564 C-LTIP Units granted on November 12, 2024 in payment of one half ( 50 %) of the total base management fee of $ 2.4 million incurred for the third quarter 2024.

(i) 21,254 C-LTIP Units, or approximately $ 245,000 , granted on March 7, 2025 as partial payment of the total base management fee of $ 2.5 million for the fourth quarter 2024;

(ii) 20,445 C-LTIP Units, or approximately $ 210,000 , granted on May 13, 2025 as partial payment of the total base management fee of $ 2.5 million for the first quarter 2025;

(iii) 16,012 C-LTIP Units, or approximately $ 210,000 , granted on August 19, 2025 as partial payment of the total base management fee of $ 2.6 million for the second quarter 2025;

and (iv) 22,332 C-LTIP Units, or approximately $ 210,000 , granted on November 11, 2025 as partial payment of the total base management fee of $ 2.6 million for the third quarter 2025.

All such C-LTIP Units were fully vested upon issuance.

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Equity Incentive Plans

The Company’s Board has adopted, and the Company’s sole initial stockholder has approved, the Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Individuals (the “BHM Individuals Plan”) and the Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Entities (the “BHM Entities Plan”).

Together, the Company refers to the BHM Individuals Plan and the BHM Entities Plan as the “BHM Incentive Plans.” The BHM Incentive Plans provide for the grant of options to purchase shares of the Company’s common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of its Board.

Prior to the annual meeting of the Company’s stockholders held on June 11, 2025 (the “Annual Meeting”), the Company had in effect the Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Individuals (the “2022 Individuals Plan”) and the Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Entities (the “2022 Entities Plan,” and together with the 2022 Individuals Plan, the “2022 Incentive Plans”).

At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of each of the 2022 Individuals Plan (as so amended and restated, the “Amended Individuals Plan”) and the 2022 Entities Plan (as so amended and restated, the “Amended Entities Plan,” and together with the Amended Individuals Plan, the “Amended Incentive Plans,” and collectively with the 2022 Incentive Plans, the “BHM Incentive Plans”).

The Amended Incentive Plans were approved by the Board on April 15, 2025, subject to the approval of the Company’s stockholders at the Annual Meeting and became effective upon such stockholder approval.

The BHM Incentive Plans provide for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board.

The aggregate number of shares of the Company’s common stock authorized for issuance under the BHM Incentive Plans is 4,022,109 , with (i) 1,625,000 shares available for issuance under the BHM Incentive Plans, and (ii) 2,397,109 shares subject to awards granted under the Bluerock Residential Growth REIT, Inc.

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Amended and Restated 2014 Equity Incentive Plan for Entities (together, the “Prior Plans”) that may become available for issuance or reissuance, as applicable, under the BHM Incentive Plans if such awards are forfeited, canceled or otherwise terminated (other than by exercise).

LTIP Unit Grants

During the years ended December 31, 2024 and 2023, under the BHM Incentive Plans, (i) employees were granted LTIP Units and shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a three-year period, and (ii) each independent member of the Board was granted LTIP Units in payment of the equity portion of their respective annual retainers, with such LTIP Units fully vested upon issuance.

A summary of the status of the Company’s non-vested shares and LTIP Units granted under the BHM Incentive Plans as of December 31, 2023 and 2024 is as follows:

LTIP Unit and Restricted Stock Grants

On January 1, 2025, the Company granted 5,405 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers.

Such LTIP Units were fully vested upon issuance and the Company recognized expense of $ 0.3 million based on the fair value at the date of grant.

In April 2025, the Company, pursuant to the BHM Incentive Plans, issued 74,031 LTIP Units directly to and among certain of the Manager’s executive management team and personnel who provide other services to the Manager as an annual long-term incentive equity grant for the year ended December 31, 2024.

Such LTIP Units will vest ratably on an annual basis over a three -year period from the date of grant.

A summary of the status of the Company’s non-vested LTIP Units granted under the BHM Incentive Plans as of December 31, 2024 and 2025 is as follows:

Weighted average grant-

Shares / LTIP Units

date fair value

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During the years ended December 31, 2025 and 2024, the Company recognized compensation expense for such LTIP Units of approximately $ 3.1 million and $ 2.6 million, respectively.

Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.

Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).

As of December 31, 2025, there was $ 4.5 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans.

2 unchanged sentences

The holders of such LTIP Units will be entitled to receive “distribution equivalents” with respect to such LTIP Units, whether or not vested, at the same time distributions are paid to the holders of the Company’s Class A common stock.

The Company recognized compensation expense ratably over the vesting period for time-based RSGs.

During the years ended December 31, 2024 and 2023, the Company recognized compensation expense for all such RSGs of approximately $ 0.5 million and $ 0.1 million, respectively.

Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.

During the years ended December 31, 2025 and 2024, the Company recognized expense of $ 0.3 million and $ 0.3 million, respectively, based on the fair value at the date of grant for the LTIP Units granted to each independent member of the Board.

Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).

In April 2025, the Company, pursuant to the BHM Incentive Plans, issued 112,563 shares of Class A common stock as restricted stock grants (“RSGs”) directly to and among certain of the Manager’s executive management team and personnel who provide other services to the Manager as an annual long-term incentive equity grant for the year ended December 31, 2024.

Such RSGs will vest ratably on an annual basis over a three -year period from the date of grant.

A summary of the status of the Company’s non-vested shares granted under the BHM Incentive Plans as of December 31, 2024 and 2025 is as follows:

Weighted average grant-

date fair value

Balance at January 1, 2024

Withheld for employee taxes

Balance at December 31, 2024

Withheld for employee taxes

Balance at December 31, 2025

The Company recognizes compensation expense ratably over the vesting period for time-based RSGs.

During the years ended December 31, 2025 and 2024, the Company recognized compensation expense for RSGs of approximately $ 0.8 million and $ 0.5 million, respectively.

Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).

As of December 31, 2025, there was $ 1.4 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 1.8 years.

During the years ended December 31, 2024 and 2023, the Company recognized expense of $ 0.3 million and $ 0.3 million, respectively, based on the fair value at the date of grant for the LTIP Units granted to each independent member of the Board.

Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.

The Company currently uses authorized and unissued shares to satisfy share award grants.

2 unchanged sentences

Paid / Payable Date

Class A common stock Special Dividend

December 19, 2023

Class A common stock

March 11, 2025

March 25, 2025

April 4, 2025

March 11, 2025

June 25, 2025

March 11, 2025

September 25, 2025

October 3, 2025

March 11, 2025

December 24, 2025

January 5, 2026

Class C common stock Special Dividend

December 19, 2023

Class C common stock

March 11, 2025

March 25, 2025

April 4, 2025

March 11, 2025

June 25, 2025

March 11, 2025

September 25, 2025

October 3, 2025

March 11, 2025

December 24, 2025

36 unchanged sentences

January 5, 2026

Series A Preferred Special Dividend (2)

November 7, 2023

Each day of December 1 - 31, 2023

Series A Preferred Enhanced Special Dividend (2)

October 14, 2024

December 24, 2024

January 3, 2025

January 15, 2025

Each day of January 1 - 31, 2024

January 24, 2025

February 5, 2025

January 15, 2025

Each day of February 1 - 29, 2024

February 25, 2025

March 5, 2025

January 15, 2025

Each day of March 1 - 31, 2024

March 25, 2025

April 4, 2025

April 15, 2025

Each day of April 1 - 30, 2024

Series A Preferred Enhanced Special Dividend (3)

April 25, 2025

April 15, 2025

June 25, 2025

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(1) 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) Holders of record of Series A Preferred Stock shares as of the close of business on each day of the applicable month were entitled to additional contingent special daily dividends for each such day, to be aggregated and payable (if at all) on the payable date, in each case equal to the amount (if any) by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average 10-year Daily Treasury Par Yield Curve Rate for the period from the 26 th of the prior month to the 25 th of the applicable month (as reported by the United States Department of the Treasury), plus (II) two percent, divided by (b) twelve, divided further by (c) the actual number of days in the applicable month, exceeds (ii) the quotient of (a) $ 0.125 divided by (b) the actual number of days in the applicable month.

(3) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend, which replaces the additional contingent special daily dividends, equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one -month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve , exceeds (ii) the standard monthly dividend of $ 0.125 per share of Series A Preferred Stock.

(2) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one -month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve , exceeds (ii) the standard monthly dividend of $ 0.125 per share of Series A Preferred Stock.

The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5 % minimum and 8.5 % maximum annual rate .

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Second Quarter

Class A common stock

Class C common stock

Series A Preferred Stock (1)

LTIP / C-LTIP Units

Total second quarter

Third Quarter

Class A common stock

Class C common stock

Series A Preferred Stock (1)

LTIP / C-LTIP Units

Total third quarter

Fourth Quarter

Class A common stock

Class C common stock

Series A Preferred Stock (1)

LTIP / C-LTIP Units

Total fourth quarter

(1) Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value plus any special and enhanced special dividends .

(1) 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

The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 17.6 million and $ 0.2 million as of December 31, 2024 and 2023, respectively.

The Company had no contractual commitments to fund future cash obligations in any of its loan investments as of the year ended 2024 or 2023.

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.

At December 31, 2024, the remaining estimated project costs to complete the Abode Wendell Falls development was $ 49.4 million.

The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 27.0 million and $ 17.6 million at December 31, 2025 and 2024, respectively.

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.

At December 31, 2025, the Company estimates the remaining costs to complete the construction of these two residential communities to be approximately $ 113.6 million.

The Company intends to finance these costs through a combination of available cash, proceeds from construction loans, and preferred equity capital contributions.

The Company also committed to acquire an aggregate of 100 residential community units known as Parkside at Summers Corner.

The Company expects acquisitions to occur in tranches as construction is completed, and as of December 31, 2025, 88 units remain to be acquired, representing an aggregate purchase price of $ 22.6 million.

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.

common area maintenance) components of the Lease as a single lease component in its consolidated statements of operations and comprehensive income.

common area maintenance) components of the Lease as a single lease component in its consolidated statements of operations and comprehensive income (loss).

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.

For the year ended December 31, 2024, the Company recorded $ 0.03 million of net rent expense related to the Lease.

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.

For the years ended December 31, 2025 and 2024, the Company recorded $ 0.3 million and $ 0.03 million, respectively, of net rent expense related to the Lease.

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.

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The Lease does not include any residual value guarantees , and no variable lease payments were identified or included in the right-of-use asset and lease liability calculations.

At December 31, 2024, the remaining right-of-use asset and lease liability balances were each $ 5.0 million, and the remaining Lease term was approximately 6.5 years.

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.

At December 31, 2025, the remaining right-of-use asset and lease liability balances were $ 4.4 million and $ 4.9 million, respectively, and the remaining Lease term was approximately 5.6 years.

Such tenant improvement costs are depreciated on a straight-line basis over the term of the Lease.

10 unchanged sentences

These financial reports assist the CODMs in assessing the Company’s financial performance and in allocating resources appropriately.

The Company views its residential real estate assets as two reportable segments, consisting of (i) scattered single-family homes, and (ii) residential communities.

The Company views its residential real estate assets as two reportable segments, consisting of (i) residential communities and (ii) scattered single-family homes.

The CODMs do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of the Company’s 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.

1 unchanged sentence

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

The following table summarizes NOI by the Company’s reportable segments for the years ended December 31, 2024 and 2023, and reconciles NOI to net 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):

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.

The following table summarizes NOI by the Company’s reportable segments for the years ended December 31, 2025 and 2024, and reconciles NOI to net loss attributable to common stockholders on the Company’s statements of operations and comprehensive income (loss) (amounts in thousands):

Rental and other property revenues

Scattered single-family homes

Residential communities

Scattered single-family homes

Total rental and other property revenues

Property operating expenses

Scattered single-family homes

Residential communities

Scattered single-family homes

Total property operating expenses

Net operating income

Scattered single-family homes

Residential communities

Scattered single-family homes

Total net operating income

7 unchanged sentences

Depreciation and amortization

Other (expense) income, net

Income from preferred equity investments

Recovery of (provision for) credit losses, net

Gain on sale and (impairment) of real estate investments, net

Share of net earnings of equity method investment

Recovery of credit losses, net

(Impairment) and gain on sale of real estate investments, net

Gain on sale of available-for-sale investments

Loss on extinguishment of debt

1 unchanged sentence

Interest income

Income tax expense

Preferred stock dividends

2 unchanged sentences

Net loss attributable to common stockholders

The following table reconciles the Company’s total revenue for reportable segments to total revenues on the Company’s consolidated statement of operations and comprehensive income for the years ended December 31, 2024 and 2023 (amounts in thousands):

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 (loss) for the years ended December 31, 2025 and 2024 (amounts in thousands):

Rental and other property revenues

Scattered single-family homes

Residential communities

Scattered single-family homes

Total rental and other property revenues

1 unchanged sentence

Total revenues

Asset information by reportable segment is not provided as the CODMs do not use asset values to make decisions about the allocation of resources.

At December 31, 2025 and 2024, net real estate assets totaled $ 556.2 million and $ 338.6 million for residential communities, respectively, and $ 311.8 million and $ 344.5 million for scattered single-family homes, respectively.

Note 18 – Subsequent Events

25 unchanged sentences

April 2, 2026

Series B Preferred Stock (1)

January 15, 2026

January 23, 2026

February 5, 2026

January 15, 2026

February 25, 2026

March 5, 2026

January 15, 2026

March 25, 2026

April 2, 2026

(1) Holders of record of newly issued Series A Preferred Stock shares and Series B 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 and Series B Preferred Stock was outstanding.

(2) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve , exceeds (ii) the standard monthly dividend of $ 0.125 per share of Series A Preferred Stock.

3 unchanged sentences

Declaration Date

Class A common stock

March 11, 2025

December 24, 2025

January 5, 2026

Class C common stock

March 11, 2025

December 24, 2025

January 5, 2026

Series A Preferred Stock (1)

2 unchanged sentences

January 5, 2026

Series A Preferred Stock

March 11, 2025

December 24, 2025

January 5, 2026

LTIP / C-LTIP Units

March 11, 2025

December 24, 2025

January 5, 2026

February 5, 2025

Series A Preferred Stock (1)

January 15, 2026

January 23, 2026

February 5, 2026

March 5, 2025

(1) 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.

Series A Preferred Stock Redemption Safeguard Policy

On February 6, 2025, the Company implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to its Series A Preferred Stock.

The Policy provides that if, within 10 business days of any such Preferred Redemption in common stock, any such shares of Class A common stock are sold at a loss (i.e.

The Policy applies both retroactively, and on a go-forward basis, to holders of the Company’s Series A Preferred Stock.

Class A Common Stock Repurchase Plan

On February 28, 2025, the Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.

The repurchase plan has a term of one year and may be discontinued at any time.

On February 10, 2026, the Board authorized a new stock repurchase plan, effective March 1, 2026, for the repurchase, from time to time, of up to an aggregate of $ 10 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.

The repurchase plan has a term of one year and ends on February 28, 2027, and may be discontinued at any time.

The extent to which the Company repurchases shares of its Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations.

1 unchanged sentence

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.

Commencement of Common Stock Dividends

On March 11, 2025 , the Company declared , and its Board previously authorized, quarterly cash dividends of $ 0.125 per share , or $ 0.50 per share annually, for the Company’s Class A common stock and Class C common stock for each quarter of fiscal year 2025.

The common stock dividends will be payable quarterly to the stockholders of record as of (i) March 25, 2025 , (ii) June 25, 2025 , (iii) September 25, 2025 , and (iv) December 24, 2025 , which will be paid in cash on (i) April 4, 2025 , (ii) July 3, 2025 , (iii) October 3, 2025 , and (iv) January 5, 2026 , respectively.

Sales of Consolidated Operating Units

Subsequent to December 31, 2025 and through February 25, 2026, the Company closed on the following sales:

7 units in the Golden Pacific portfolio, 25 units in the ILE portfolio, 1 unit in the Indy-Springfield portfolio, 29 units in the Peak JV 2 portfolio, and the remaining 42 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The 104 units sold for an aggregate of approximately $ 14.9 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions.

Bluerock Homes Trust, Inc.

12 unchanged sentences

Avenue at Timberlin Park

District at Parkview

Golden Pacific

Harmony at Clear Creek (1)

Indy-Springfield

Peak JV 2 (2)

Parkside at Summers Corner (2)

Peak JV 3 (3)

Savannah-84 (2)

Southern Pines Reserve

Skytop Apartments

Villas at Huffmeister

5 unchanged sentences

REIT Operator

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

(2) Indy-Springfield, Peak JV 2 and Savannah-84 were funded, in part, by the Amended DB Credit Facility.

At December 31, 2024, the outstanding Amended DB Credit Facility balance was $ 85 million.

(3) All 90 units of Peak JV 3 were classifed as held for sale at December 31, 2024 and are included in Total Single-family properties held for sale.

(4) An aggregate of 167 units are classifed as held for sale, with such units included in the following portfolios:

8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3.

(1) Represents a build-to-rent development project with no units delivered as of December 31, 2025.

(2) Parkside at Summers Corner represents a build-to-rent project with units to be acquired in tranches as construction is completed.

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

(3) All 42 units of Peak JV 3 were classified as held for sale at December 31, 2025 and are included in Total Single-family properties held for sale.

(4) An aggregate of 107 units are classified as held for sale from the following portfolios:

12 units of Golden Pacific, 27 units of ILE, 18 units of Indy-Springfield, 8 units of Peak JV 2, and all 42 units of Peak JV 3.

Bluerock Homes Trust, Inc.

16 unchanged sentences

Bluerock Homes Trust, Inc.

Schedule IV - Loans on Real Estate

Schedule IV - Mortgage Loans on Real Estate

December 31, 2025

2 unchanged sentences

Carrying Amount of

Loans Subject to

Mortgages Subject to

Periodic Payment

5 unchanged sentences

Principal or Interest

Real Estate Loans on Residential Rental Community (1)

Wayford at Pringle

Willow Park, TX

(1) Refer to Note 6 for further information regarding the Wayford at Pringle and Willow Park loans.

Real Estate Loans on

Residential Rental Community (1)

(1) The Company held no loan investments on real estate at December 31, 2025.

Bluerock Homes Trust, Inc.

Note to Schedule IV - Reconciliation of Loans on Real Estate

Note to Schedule IV - Reconciliation of Mortgage Loans on Real Estate

(amounts in thousands)

14 unchanged sentences

Articles Supplementary of the Company, dated March 14, 2023, incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10 - K filed on March 22, 2023

Articles Supplementary of the Company, dated October 7, 2025, incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-11 (SEC File No.

333-290772) filed on October 8, 2025

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4 unchanged sentences

and Bluerock Residential Holdings, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 12, 2023

Second Amendment to Management Agreement, dated February 28, 2025, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc.

and Bluerock Residential Holdings, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2025

Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Individuals, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 6, 2022

Amended and Restated Equity Incentive Plan for Individuals, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 12, 2025

Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Entities, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 6, 2022

Amended and Restated Equity Incentive Plan for Entities, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 12, 2025

Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P.

57 unchanged sentences

333-269415) filed on January 25, 2023

Sixteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated October 7, 2025, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-11 (SEC File No.

333-290772) filed on October 8, 2025

Form of Dealer Manager Agreement by and among Bluerock Homes Trust, Inc.

2 unchanged sentences

Contribution Agreement by and between BR S2 Allure JV, LLC, S2 Allure REIT Subsidiary LLC, S2C REIT OP, LP, S2 Allure BEVE LLC, S2 Allure ARO LLC, S2 Allure VAU LLC, and S2 Allure LLC, dated as of November 20, 2024, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 26, 2024

Purchase and Sale Agreement by and between BHM DST Acquisitions, LLC, and Hawthorne Pines, LLC, dated as of April 8, 2025, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 11, 2025

Form of Dealer Manager Agreement by and among Bluerock Homes Trust, Inc.

and Bluerock Capital Markets, LLC, incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-11 (SEC File No.

333-290772) filed on October 8, 2025

Code of Business Conduct and Ethics, effective October 6, 2022, incorporated by reference to Exhibit 14.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022

Code of Ethics for Senior Executive and Financial Officers, effective October 6, 2022, incorporated by reference to Exhibit 14.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022

Bluerock Homes Trust, Inc.

Amended and Restated Insider Trading Policy

Subsidiaries of the Registrant

Consent of Grant Thornton LLP

Consent of Plante Moran, PC, incorporated by reference to Exhibit 23.1 to the Current Report on Form 8-K filed by the Company on November 14, 2024

Consent of RSM US LLP, incorporated by reference to Exhibit 23.1 to the Current Report on Form 8-K/A filed by the Company on January 16, 2025

Consent of Plante Moran, incorporated by reference to Exhibit 23.1 to the Current Report on Form 8-K/A filed by the Company on February 18, 2025

Consent of Plante Moran, incorporated by reference to Exhibit 23.1 to the Current Report on Form 8-K/A filed by the Company on July 1, 2025

Consent of Deloitte & Touche, incorporated by reference to Exhibit 23.1 to the Current Report on Form 8-K/A filed by the Company on July 8, 2025

Consent of Plante Moran, incorporated by reference to Exhibit 23.1 to the Current Report on Form 8-K/A filed by the Company on October 3, 2025

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Executive Incentive-Based Compensation Recoupment Policy dated October 6, 2022

Consent of Kroll, LLC, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on February 14, 2024

Press Release of Bluerock Homes Trust, Inc.

dated February 6, 2025, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on February 12, 2025

Consent of Kroll, LLC, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on February 18, 2025

Press Release of Bluerock Homes Trust, Inc.

dated May 3, 2024, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on May 7, 2024

dated March 6, 2025, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on March 6, 2025

Unaudited Pro Forma Condensed Consolidated Financial Statements, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on April 17, 2025

Presentation, dated June 4, 2025, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on June 4, 2025

Audited consolidated financial statements of Marble Capital Income and Impact Fund, LP and Subsidiaries as of and for the year ended December 31, 2024, and the notes related thereto, and the Report of Deloitte & Touche LLP, Independent Auditors, dated April 25, 2025, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K/A filed by the Company on July 8, 2025

Audited consolidated financial statements of Marble Capital Income and Impact Fund, LP and Subsidiaries as of and for the year ended December 31, 2023, and the notes related thereto, and the Report of Deloitte & Touche LLP, Independent Auditors, dated April 26, 2024, incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K/A filed by the Company on July 8, 2025

Unaudited consolidated financial statements of Marble Capital Income and Impact Fund, LP and Subsidiaries as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024, and the notes related thereto, incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K/A filed by the Company on July 8, 2025

The following information from the Company’s annual report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

5 unchanged sentences

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 9A. Controls and Procedures