Item 7. Management’s Discussion and Analysis
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Bluerock Homes Trust, Inc., and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Bluerock Homes Trust, Inc., a Maryland corporation, and, as required by context, Bluerock Residential Holdings, L.P., a Delaware limited partnership, which we refer to as our “Operating Partnership,” and to their subsidiaries. We refer to Bluerock Real Estate, L.L.C., a Delaware limited liability company, and its affiliate, Bluerock Real Estate Holdings, LLC, a Delaware limited liability company, together as “BRE,” and we refer to our external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company organized in 2022, as our “Manager.” Both BRE and our Manager are affiliated with us. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See also “Forward-Looking Statements” preceding Part I.
Overview
We were incorporated as a Maryland corporation on December 16, 2021. We own and operate 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. Our current investment strategy is focused on growing our portfolio of residential communities. Our principal objective is to generate attractive risk-adjusted returns on investments where we believe we can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. Our 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 our return on investment.
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We have no employees and are supported by a related-party service agreement with the Manager (the “Management Agreement”). We are externally managed by the Manager, which manages our day-to-day operations under the Management Agreement. The current term of the Management Agreement expires October 6, 2026 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement. The Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making real estate investments on our behalf. Substantially all our business is conducted through our Operating Partnership, of which we are the sole general partner.
As of December 31, 2025, we held twenty-five real estate investments, consisting of nineteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment. The twenty-four consolidated and preferred equity investments represent an aggregate of 5,572 residential units, comprised of 4,423 consolidated units, of which 370 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development. As of December 31, 2025, our consolidated operating investments were approximately 90.9% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 93.0% occupied.
We have elected to be treated, and currently qualify, as a real estate investment trust (“REIT”) for federal income tax purposes. As a REIT, we generally are not subject to corporate-level income taxes. To maintain our REIT status, we are required, among other requirements, to distribute annually at least 90% of our “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to our stockholders. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax on our taxable income at regular corporate tax rates and we would not be permitted to qualify as a REIT for four years following the year in which we lost our qualification. Such an event could materially and adversely affect our net income and results of operations. We intend to continue to organize and operate in such a manner as to remain qualified as a REIT.
Significant Developments
Investment Activity Summary
Provided below is a summary of our investment activity during the year ended December 31, 2025.
Acquisition of Residential Communities through Delaware Statutory Trusts
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 our existing credit facility with KeyBank National Association (the “KeyBank Credit Facility”), and (iii) cash of $8.9 million funded by us, 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 us, 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 us, and (iii) cash of $9.7 million funded by an affiliate of our Manager, inclusive of certain adjustments typical in such real estate transactions.
Southern Pines Reserve, Skytop Apartments and District at Parkview represent the second, third and fourth properties, respectively, that we have acquired 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.
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Harmony at Clear Creek Development
On September 30, 2025, we, through a joint venture with an unaffiliated third party (the “Harmony JV”), in which we hold 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 our 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. We account for Harmony at Clear Creek as a consolidated investment.
Parkside at Summers Corner
On November 26, 2025, we 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, we had acquired 12 of the total 100 units for an aggregate purchase price of $3.1 million.
Acquisition of Additional Interests in Investments
On July 11, 2025, we 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. We increased our interest in (i) the Peak JV 2 portfolio from 80% to 100% and (ii) the Peak JV 3 portfolio from 56% to 100%.
Sales of Consolidated Operating Units
We closed on the following sales: 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 our consolidated statements of operations and comprehensive income (loss).
Loan Investment Activity
Our 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 our 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 our principal investment of $9.4 million and a negligible amount of accrued interest.
Unconsolidated Real Estate Fund Summary
On April 25, 2025, we 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. We account for our investment in the Marble Fund under the equity method as we consider our degree of influence to be significant. The Marble Fund owns a diversified portfolio of multifamily assets and build-to-rent multifamily investments located in the United States.
Preferred Equity Investment Summary
Our preferred equity investment activity was as follows: (i) we increased our original capital commitment for preferred equity interests in Wayford at Innovation Park by $2.0 million, increasing our total investment to $15.4 million, and (ii) we 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.
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In addition, we had our 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 our 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 our 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 our principal investment of $15.0 million, and accrued preferred return and outstanding amounts of $4.6 million.
We sold our preferred equity interests in both Indigo Cove and Wayford at Pringle to a joint venture, with such joint venture including an affiliate of our Manager, in the aggregate amounts of $4.2 million and $9.2 million, respectively, which included our outstanding principal investments and accrued preferred returns, net of any reimbursements.
As of December 31, 2025, we had funded $20.3 million of our $47.3 million aggregate commitment to fund capital for preferred equity interests in Archer at RiverBlue, Canvas at Wildwood, River Ford, and Sanford Marketplace.
Held for Sale
At December 31, 2025 and 2024, we classified an aggregate of 107 units and 167 units, respectively, as held for sale on our consolidated balance sheets, with all units reported in our scattered single-family homes segment. For the years ended December 31, 2025 and 2024, we 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 our 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. These units were identified based on submarket analysis and individual unit-level operational review. 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 our consolidated balance sheets.
Series A Redeemable Preferred Stock
During the year ended December 31, 2025, we issued 1,704,028 shares of 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $25.00 per share (the “Stated Value”) under a continuous registered offering with net proceeds of approximately $36.5 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series A Preferred Stock. As of December 31, 2025, we 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. Additionally, as of December 31, 2025, we, 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.
In May 2024, we announced the payment of an enhanced special dividend with respect to our Series A Preferred Stock. 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.
Series A Preferred Stock Redemption Safeguard Policy
On February 6, 2025, we implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Series A Safeguard Policy”) with respect to our Series A Preferred Stock. The Series A Safeguard Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Series A Preferred Redemption in Common Stock”). The Series A Safeguard Policy provides that if, within 10 business days of any such Series A 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 us 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 Series A Safeguard Policy. The Series A Safeguard Policy applies both retroactively, and on a go-forward basis, to holders of our Series A Preferred Stock.
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Series B Redeemable Preferred Stock
On December 10, 2025, the Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form S-11 (File No. 333-290772) (the “2025 Registration Statement”). On December 11, 2025, we 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 at $25.00 per share, for a maximum offering amount of $350 million in Series B Preferred Stock. As of December 31, 2025, there were no shares of Series B Preferred Stock issued or outstanding.
Series B Preferred Stock Redemption Safeguard Policy
Our Board has also implemented a Series B Preferred Stock Redemption Safeguard Policy (the “Series B Safeguard Policy”) with respect to our Series B Preferred Stock. The Series B Safeguard Policy is applicable in the event of any redemption of shares of Series B Redeemable Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Series B Preferred Redemption in Common Stock”). The Series B Safeguard Policy provides that if, within 10 business days of any such Series B 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 Series B Aggregate Redemption Value), the holder can apply to us for a cash payment to the holder in an amount equal to the difference between (i) the Series B Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Series B 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 Series B Safeguard Policy. The Series B Safeguard Policy applies both retroactively, and on a go-forward basis, to holders of our Series B Redeemable Preferred Stock.
Stockholders’ Equity
Our total stockholders’ equity decreased $10.4 million from $139.1 million as of December 31, 2024 to $128.7 million as of December 31, 2025. The decrease in our total stockholders’ equity is primarily attributable to net loss attributable to common stockholders of $11.5 million, common stock dividends declared of $2.0 million, and a net adjustment of $0.5 million for noncontrolling interest ownership, partially offset by the acquisitions of noncontrolling interests for $2.7 million, Class A common stock issuances of $0.6 million, net of forfeitures, and comprehensive income of $0.2 million.
Industry Outlook
The residential rental industry has historically been more resilient to economic cycles than other commercial real estate sectors and is currently benefiting from significant industry tailwinds that began during the pandemic. We believe industry dynamics present a compelling investment opportunity for us, including:
● The U.S. housing deficit is expected to widen through the end of the decade, creating a large need for all forms of rental strategies. Residential rental production has been below historical levels since the end of the Great Financial Crisis, creating a housing shortage of approximately 4.7 million residential units according to the US Chamber of Commerce.
● Low new residential supply, with residential construction and residential permitting notably below the 10-year average, is expected to create an ideal environment for the residential rental industry providing landlords with significant pricing power due to persistent demand. According to Marcus & Millichap, the apartment sector has seen 11 consecutive quarters of positive net absorption suppressing the national average vacancy to 4.7%, well below the recent average.
● Renting currently represents a significant cost saving to homeownership, and the recent increases in both housing prices and mortgage rates has exacerbated the difference to nearly $1,200 per month according to Marcus & Millichap. This is expected to continue for the foreseeable future, forcing the millennial generation to rent for longer as they enter their household formation years.
Results of Operations
Note 3 “Acquisition of Real Estate”; Note 4 “Sale of Real Estate Assets and Held for Sale Real Estate Assets”; Note 5 “Investments in Real Estate”; Note 6 “Notes and Interest Receivable”; Note 7 “Investment in Unconsolidated Real Estate Fund”; and Note 8 “Preferred Equity Investments,” to our Consolidated Financial Statements provide discussion of our various purchases and sales of consolidated investments, and our loan and preferred equity investments. These transactions have resulted in material changes to the presentation of our financial statements.
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The following is a summary of our consolidated real estate investments as of December 31, 2025:
Occupancy –
Number of
Average Year
Ownership
Average
Occupancy –
Excluding Held for
Operating Investment Name
Market / Location
Units (1)
Built
Interest
Rent (2)
All Units (3)
Sale/Reno Units (4)
Residential Communities
Allure at Southpark
Charlotte, NC
350
2014
98
%
$
1,681
95.7
%
96.0
%
Amira at Westly
Tampa, FL
408
1999/2023
(5)
1,847
93.1
%
93.4
%
Avenue at Timberlin Park
Jacksonville, FL
200
2001
100
%
1,591
94.5
%
95.0
%
District at Parkview (6)
Stone Mountain, GA
264
2023
69
%
1,907
88.3
%
88.6
%
Skytop Apartments (6)
Cincinnati, OH
361
2024
3
%
1,721
94.5
%
95.0
%
Southern Pines Reserve (6)
Aberdeen, NC
272
2000/2003
22
%
1,486
93.4
%
93.7
%
Villas at Huffmeister
Houston, TX
294
2007
95
%
1,601
96.3
%
96.6
%
Wayford at Concord
Concord, NC
150
2019
83
%
2,157
98.0
%
98.7
%
Yauger Park Villas
Olympia, WA
80
2010
95
%
2,476
97.5
%
97.5
%
Total Residential Communities Units / Average
2,379
$
1,746
93.7
%
94.5
%
Scattered Single-Family Homes
Ballast
AZ / CO / WA
84
1998
95
%
$
2,130
77.4
%
77.4
%
Golden Pacific
IN / KS / MO
161
1977
97
%
1,802
73.9
%
79.9
%
ILE
TX / SE US
450
1991
95
%
1,862
92.9
%
93.9
%
Indy-Springfield
IN / MO
304
1999
100
%
1,426
91.8
%
95.5
%
Peak JV 2
Various / TX
549
1982
100
%
1,382
88.3
%
90.0
%
Peak JV 3
Dallas-Fort Worth, TX
42
1960
100
%
1,082
14.3
%
—
Savannah-84
Savannah, GA
84
2022
100
%
1,875
97.6
%
97.6
%
Total Scattered Single-Family Homes / Average
1,674
$
1,625
86.9
%
90.8
%
Total Operating Units / Average
4,053
$
1,695
90.9
%
93.0
%
Development / Lease-up Investment Name
Residential Communities
Abode Wendell Falls (7)
Wendell, NC
170
—
100
%
—
—
—
Harmony at Clear Creek (7)
Shawnee, KS
188
—
85
%
—
—
—
Parkside at Summers Corner (8)
Summerville, SC
12
2025
100
%
—
—
—
Total Development Units
370
Total Units
4,423
(1) Total operating 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) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended December 31, 2025.
(3) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2025 divided by (ii) total number of units, expressed as a percentage.
(4) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2025 divided by (ii) total number of units, expressed as a percentage, and excludes 107 units classified as held for sale and an aggregate of 11 down/renovation units.
(5) Amira at Westly is held through our DST Program (refer to Note 9 of our consolidated financial statements for further information). The Amira at Westly DST has been fully subscribed with equity from individual investors.
(6) District at Parkview, Skytop Apartments and Southern Pines Reserve are held through our DST Program.
(7) Represents a development project with no units delivered as of December 31, 2025. Abode Wendell Falls commenced construction in 2024 and Harmony at Clear Creek is anticipated to commence construction in 2026.
(8) Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed. Of the total 100 units that we have committed to acquire, 12 units had been acquired as of December 31, 2025.
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The following is a summary of our consolidated operational results by reportable segment for the years ended December 31, 2025 and 2024 ($ in thousands, except average rental rates):
2025
2024
Variance
Rental and other property revenues
Residential communities
$
37,554
$
16,449
128.3
%
Scattered single-family homes
30,582
32,135
(4.8)
%
Total rental and other property revenues
68,136
48,584
40.2
%
Property operating expenses
Residential communities
16,651
6,950
139.6
%
Scattered single-family homes
16,534
17,194
(3.8)
%
Total property operating expenses
33,185
24,144
37.4
%
Net operating income
Residential communities
20,903
9,499
120.1
%
Scattered single-family homes
14,048
14,941
(6.0)
%
Total net operating income
$
34,951
$
24,440
43.0
%
Residential communities
93.5
%
95.1
%
(160)
bps
Scattered single-family homes
89.3
%
90.2
%
(90)
bps
Average occupancy percentage (1)(2)
91.4
%
91.7
%
(30)
bps
Residential communities
$
1,767
$
1,815
(2.6)
%
Scattered single-family homes
1,612
1,556
3.6
%
Average rental rate (2)(3)
$
1,694
$
1,638
3.4
%
(1) Represents the average of the ending occupancy as of the last day of each month in the year presented for all units in our consolidated portfolio.
(2) The amount presented for 2024 includes Navigator Villas through July 2024. Navigator Villas was sold in August 2024.
(3) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the year presented.
The following is a summary of our preferred equity investments as of December 31, 2025:
Total Actual/
Actual/
Estimated
Actual/
Actual/
Actual/
Planned
Construction
Estimated
Estimated
Estimated
Estimated
Number
Cost
Cost to Date
Construction
Initial
Construction
Average
Development Investment Name (1)
Location
of Units
(in millions)
(in millions)
Cost Per Unit
Occupancy
Completion
% Occupied
Rent (2)
River Ford
Brunswick, GA
170
$
51.6
$
18.0
$
303,529
1Q 2026
1Q 2027
—
$
2,004
Sanford Marketplace
Sanford, NC
300
59.6
12.7
198,667
4Q 2026
2Q 2027
—
1,587
Canvas at Wildwood
Wildwood, FL
224
60.3
17.0
269,196
4Q 2026
4Q 2027
—
1,937
Archer at RiverBlue (3)
Asheville, NC
245
71.8
10.8
293,061
1Q 2028
2Q 2028
—
2,113
Total Development Units
939
Operating Investment Name (4)
Wayford at Innovation Park
Charlotte, NC
210
91.4
%
2,313
Total Operating Units
210
Total Units/Average
1,149
$
1,934
(1) None of the development investments had commenced lease-up as of December 31, 2025.
(2) For development investments, represents the average pro forma effective monthly rent per occupied unit for all expected occupied units during the first full quarter of stabilization. For the operating investment, represents the average effective monthly rent per occupied unit.
(3) In December 2025, we entered into a joint venture agreement and made a commitment to invest capital for preferred equity interests in Archer at RiverBlue. No capital had been funded as of December 31, 2025.
(4) Operating investment represents a stabilized operating property.
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Year ended December 31, 2025 as compared to the year ended December 31, 2024
Revenue
Rental and other property revenues increased $19.5 million, or 40%, to $68.1 million for the year ended December 31, 2025 as compared to $48.6 million for the same prior year period. The increase was primarily due to: (i) the acquisition of 2,149 units at seven residential communities, which was partially offset by sales of 176 units at one residential community and 225 single-family units in our portfolio since January 1, 2024, and (ii) rental rate improvement from our active management and organic market rent growth.
Our average rent per occupied unit increased $56, or 3.4%, to $1,694 as compared to $1,638 during the prior year period. Average occupancy decreased 30 basis points from 91.7% to 91.4% on a year over year basis. Our single-family rental rates increased 3.6% from active management and organic growth, and residential communities decreased 2.6% as a result of our newly acquired properties rental rates being lower than average rental rate at $1,600 per month.
Interest income from loan investments amounted to $0.6 million for the year ended December 31, 2025 as compared to $1.6 million for the same prior year period due to the full payoff of three loan investments since the third quarter of 2024.
Expenses
Property operating expenses increased $9.1 million, or 38%, to $33.2 million for the year ended December 31, 2025 as compared to $24.1 million for the same prior year period. The increase was primarily due to: (i) the acquisition of 2,149 units at seven residential communities, which was partially offset by sales of 176 units at one residential community and 225 single-family units in our portfolio since January 1, 2024.
Property management and asset management fees expense were $5.4 million for the year ended December 31, 2025 as compared to $4.7 million in the same prior year period. Property management fees are based on a stated percentage of property revenues and asset management fees are based on a stated percentage of capital contributions or assets under management, where applicable.
General and administrative expenses amounted to $11.2 million for the year ended December 31, 2025 as compared to $10.6 million for the same prior year period. Of the $11.2 million total expense for the year ended December 31, 2025, $6.6 million related to direct costs incurred by us, while the remaining $4.0 million related to the operating expense reimbursement to our Manager, which included rent, utilities, accounting and legal services, and IT expenses.
Management fees to related party amounted to $10.5 million for the year ended December 31, 2025 as compared to $9.1 million for the same prior year period. The increase was due to an increase in equity primarily from our continuous registered offering of Series A Preferred Stock. For the year ended December 31, 2025, $0.8 million of the base management fee was, or shall be, paid in C-LTIP Units with the remainder in cash. Prior to the fourth quarter 2024, we paid the base management fee to the Manager as one half (50%) in C-LTIP Units and the remainder in cash.
Acquisition and other transaction costs amounted to $0.4 million for the year ended December 31, 2025 as compared to $0.3 million for the same prior year period. Acquisition costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.
Weather-related losses amounted to $0.1 million for the year ended December 31, 2025 as compared to $0.2 million for the same prior year period. The 2025 expense relates to weather damage at two real estate investments and the 2024 expense primarily relates to hurricane damage in Texas.
Depreciation and amortization expenses were $29.4 million for the year ended December 31, 2025 as compared to $19.9 million for the same prior year period, with the increase primarily due to the acquisition of seven residential communities since January 1, 2024. The increase was partially offset by (i) the sales of one residential community and single-family units in our portfolio since January 1, 2024 and (ii) in-place leases being fully amortized at one residential community prior to 2025.
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Other Income and Expense
Other income and expense amounted to expense of $9.5 million for the year ended December 31, 2025 as compared to income of $6.6 million for the same prior year period. This was primarily due to (i) a $10.1 million decrease in gain on sales of real estate investments and a $1.2 million increase in impairment on real estate, (ii) a $5.9 million increase in interest expense primarily attributable to an increase in the outstanding debt to $440.8 million at December 31, 2025 as compared to $381.6 million at December 31, 2024, (iii) a decrease in preferred returns of $3.2 million as our preferred equity investments decreased to $35.7 million at December 31, 2025 as compared to $82.2 million at December 31, 2024 due to the redemption and/or sale of five preferred equity investments partially offset by two new preferred equity investments, and (iv) a $0.5 million increase in other expenses.
These expenses were partially offset by a $3.7 million gain on the sale of three available-for-sale investments (preferred equity investments) and $1.1 million income from the investment in one unconsolidated real estate fund.
Income Tax Expense
Income tax expense amounted to $1.6 million for the year ended December 31, 2025 as compared to zero for the same prior year period. The 2025 expense primarily relates to three preferred equity investments and the properties in the DST program.
Net Operating Income
We believe that net operating income (“NOI”) is a useful measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. NOI also is a computation made by analysts and investors to measure a real estate company’s operating performance.
We believe that this measure provides an operating perspective not immediately apparent from operating income or net income prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). NOI allows us to evaluate the operating performance of our properties because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses.
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However, NOI should only be used as a supplemental measure of our financial performance. The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI, as computed in accordance with GAAP for the years ended December 31, 2025 and 2024 (amounts in thousands):
2025
2024
Net loss attributable to common stockholders
$
(11,491)
$
(4,234)
Add back: Net loss attributable to Operating Partnership Units
(25,797)
(9,232)
Net loss attributable to common stockholders and unit holders
(37,288)
(13,466)
Net loss attributable to partially owned properties’ noncontrolling interests
(9,051)
(2,891)
Real estate depreciation and amortization
29,361
19,810
Non-real estate depreciation and amortization
57
140
Non-cash interest expense
2,598
1,755
Unrealized loss on derivatives
2,105
3,885
Recovery of credit losses, net
(103)
(93)
Property management and asset management fees
5,372
4,715
Management fees to related party
10,471
9,111
Acquisition and other transaction costs
418
255
Corporate operating expenses
11,249
10,582
Weather-related losses, net
59
170
Loss on extinguishment of debt costs
27
151
Interest income
(5,258)
(5,424)
Preferred stock dividends
9,203
4,022
Preferred stock accretion
4,538
244
Other expense (income), net
139
(330)
Income tax expense
1,632
—
Income from preferred equity investments
(8,759)
(11,937)
Share of net earnings of equity method investment
(1,058)
—
Interest income from loan investments
(598)
(1,630)
Impairment and (gain on sale) of real estate investments, net
4,216
(7,081)
Gain on sale of available-for-sale investments
(3,664)
—
Total property income
15,666
11,988
Add back: Interest expense
19,285
12,452
Net operating income
$
34,951
$
24,440
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, both short- and long-term. Our primary short-term liquidity requirements historically have related to (i) our operating expenses and other general business needs, (ii) investments in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, (v) ongoing commitments to repay borrowings, including our maturing debt and KeyBank Credit Facility (as hereinafter defined, the “revolving credit facility”), and (vi) Class A common stock repurchases under our stock repurchase plan.
Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our short-term liquidity needs could be affected by various risks and uncertainties, including the risks detailed in Part I, Item 1A titled “Risk Factors”. While consolidated occupancy excluding units classified as held for sale and down/renovation units remains strong at 93.0% as of December 31, 2025, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants.
On December 10, 2025, the SEC declared effective our registration statement on Form S-11 (File No. 333-290772) (the “2025 Registration Statement”). The securities covered by the 2025 Registration Statement include 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 Offering”).
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In October 2024, we launched a program (collectively, the “DST Program”) to sponsor and raise capital in private placement offerings of beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (each, a “DST Property”). We expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions and create future pipeline acquisition opportunities. In conjunction with the DST Program, our Operating Partnership has issued certain non-interest bearing demand notes in relation to its role as the master tenant (the “Master Tenant”) under certain master leases (the “Master Leases”) related to the DST Program (the “Demand Notes”), which could be called upon if the net operating cash flow is insufficient to pay the rent required under the Master Leases (subject to limited deferral rights) or satisfy its other obligations under the Master Leases. As compensation for the Operating Partnership’s obligations under the Master Leases, we will share in the rent paid by the tenants of the underlying properties in accordance with the waterfall set forth in the applicable Master Lease. As of December 31, 2025, we had four DST Properties (Amira at Westly, District at Parkview, Skytop Apartments and Southern Pines Reserve) in our DST Program and raised net offering proceeds of $126.7 million, issued demand notes of $2.3 million, and had $310.3 million in total net real estate investments associated with the DST Program. The Amira at Westly DST had been fully subscribed with equity from individual investors as of December 31, 2025.
In conjunction with sponsoring of the DST Program, our Operating Partnership is granted an option to acquire DST Interests from the DST Program’s beneficial owners at a later date for an aggregate value equal to such beneficial owner’s pro rata share of the appraised value of the properties, as determined by an independent appraisal firm, less any indebtedness encumbering such beneficial owner’s DST Interest or the beneficial owner’s pro rata share of any indebtedness encumbering the properties, which will be assumed or paid off by our Operating Partnership.
In general, we believe our available cash balances, cash flows from operations, proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, proceeds from the revolving credit facility, proceeds from our DST Program, proceeds from future mortgage debt financings for acquisitions and/or development projects, and other financing arrangements will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months. In general, we expect that our results related to our existing portfolio will improve in future periods as a result of anticipated future investments in and acquisitions of residential properties and build-to-rent communities.
We believe we will be able to meet our primary liquidity requirements going forward through, among other sources:
● $169.6 million in cash available at December 31, 2025;
● capacity of $50 million on the revolving credit facility, all of which was available at December 31, 2025 for use in our DST Program;
● proceeds from future mortgage debt financings for acquisition and/or development projects;
● cash generated from operating activities; and
● proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, and potential offerings of common and preferred stock, as well as issuances of units of limited partnership interest in our Operating Partnership (“OP Units”).
The following table summarizes our contractual obligations as of December 31, 2025 related to our mortgage notes secured by our properties (the revolving credit facility had no outstanding balance at year end). At December 31, 2025, our estimated future required payments on these obligations were as follows (amounts in thousands):
Total
2026
2027-2028
2029-2030
Thereafter
Mortgages Payable (Principal)
$
440,783
$
33,036
$
88,592
$
135,616
$
183,539
Estimated Interest Payments on Mortgages Payable
127,383
22,267
38,442
24,416
42,258
Total
$
568,166
$
55,303
$
127,034
$
160,032
$
225,797
Estimated interest payments are based on the stated rates for mortgage notes payable assuming the interest rate in effect for the most recent quarter remains in effect through the respective maturity dates.
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As of December 31, 2025, we had contractual commitments to fund future cash obligations in certain of our preferred equity investments in the aggregate of $27.0 million. In addition, we have two consolidated residential communities (Abode Wendell Falls and Harmony at Clear Creek) under construction comprised of an aggregate of 358 units. As of December 31, 2025, we estimate that the remaining costs associated with the completion of construction for these two residential communities will be approximately $113.6 million. We intend to finance these costs through a combination of available cash, proceeds from construction loans, and preferred equity capital contributions. We also committed to acquire an aggregate of 100 residential community units known as Parkside at Summers Corner. We expect 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.
As equity capital market conditions permit, we may supplement our capital for short-term liquidity needs with proceeds of potential offerings of our common and preferred stock, as well as the issuance of OP Units. Given the significant volatility in the trading price of REIT equities and our otherwise stable financial condition and liquidity position, we cannot provide assurances that these offerings are a likely source of capital to meet short-term liquidity needs.
On February 13, 2024, our board of directors (the “Board”) authorized a stock repurchase plan for the repurchase of up to an aggregate of $5 million of our outstanding shares of Class A common stock. The repurchase plan had a term of one year and ended in February 2025. We made no repurchases of our Class A common stock under the 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 our outstanding shares of Class A common stock. 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, we had not made any repurchases of our Class A common stock under this plan.
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 we repurchase shares of our 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. We expect that any repurchases of our Class A common stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established under the plan. 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.
Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development projects, (ii) repayment of long-term debt and our revolving credit facility, (iii) capital expenditures, and (iv) cash redemption requirements related to our Series A Preferred Stock and our Series B Preferred Stock, (v) cash requirements related to our Series A Safeguard Policy and our Series B Safeguard Policy, and (v) Class A common stock repurchases under our stock repurchase plan.
We intend to finance our long-term liquidity requirements with net proceeds of additional issuances of common and preferred stock, including issuances in connection with the continuous registered offerings of our Series A Preferred Stock and Series B Preferred Stock, our revolving credit facility, our DST Program, as well as future acquisition or project-based borrowings. Our success in meeting these requirements will therefore depend upon our ability to access capital. Further, our ability to access equity capital is dependent upon, among other things, general market conditions for REITs and the capital markets in general, market perceptions about us and our asset class, and current trading prices of our securities.
As we did in the year ended December 31, 2025, we may also selectively sell consolidated operating assets at appropriate times, which would be expected to generate cash sources for both our short-term and long-term liquidity needs.
We may also meet our long-term liquidity needs through borrowings from a number of sources, either at the corporate or project level. In October 2024, we entered into a credit agreement related to our DST Program with KeyBank National Association and a syndicate of other lenders which provides for a revolving loan with a maximum commitment amount of $50 million. We believe this revolving credit facility will serve as our primary debt source that will continue to enable us to deploy our capital more efficiently and provide capital structure flexibility as we grow our asset base. The revolving credit facility contains certain financial and operating covenants. At December 31, 2025, we were in compliance with all covenants under our credit facility. We will continue to monitor the debt markets, including Fannie Mae and Freddie Mac, and as market conditions permit, access borrowings that are advantageous to us.
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If we are unable to obtain financing on favorable terms or at all, we would likely need to curtail our investment activities, including acquisitions and improvements to and developments of real properties, which could limit our growth prospects. This, in turn, could reduce cash available for distribution to our stockholders and may hinder our ability to raise capital by issuing more securities or borrowing more money. We also may be forced to dispose of assets at inopportune times to maintain REIT qualification and Investment Company Act exemption.
We expect to maintain a distribution on our Series A Preferred Stock in accordance with the terms which require monthly dividends. In addition, we expect to begin paying a distribution on our Series B Preferred Stock, and maintain such distributions, in accordance with the terms which require monthly dividends. While our distributions through December 31, 2025 have been paid from cash flow from operations and in accordance with our policy, distributions in the future may be paid from cash flow from operations, proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, proceeds from the DST Program, the sales of assets, and additional sources, such as from borrowings.
We have preferred equity interests in properties that are in various stages of development and operating, and our preferred equity investments are structured to provide a current and/or accrued preferred return during all phases. Each joint venture in which we own a preferred equity interest is required to redeem our preferred equity interests, plus any accrued preferred return, based on a fixed maturity date, generally in relation to the property’s construction loan or mortgage loan maturity. Upon redemption of the preferred equity interests, our income, FFO, CFFO and cash flows could be reduced below the preferred returns currently being recognized. Alternatively, if the joint ventures do not redeem our preferred membership interest when required, our income, FFO, CFFO and cash flows could be reduced if the development project does not produce sufficient cash flow to pays its operating expenses, debt service and preferred return obligations. We previously held notes receivable investments that were structured as senior loans. In the future, we may make additional notes receivable investments structured as senior loans or through mezzanine financing. The notes receivable provided a current stated return and required repayment based on a fixed maturity date. If the property did not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could have been reduced below the stated returns if the property did not produce sufficient cash flow to pay its operating expenses and debt service, or to refinance its debt obligations. As we evaluate our capital position and capital allocation strategy, we may consider alternative means of financing our development loan and preferred equity investment activities at the subsidiary level.
Off-Balance Sheet Arrangements
As of December 31, 2025, we have off-balance sheet arrangements that may have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures. As of December 31, 2025, we entered into five joint venture agreements which are classified as available-for-sale debt securities.
Cash Flows
Cash Flows from Operating Activities
As of December 31, 2025, we held twenty-five real estate investments, consisting of nineteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment, with the twenty-four consolidated and preferred equity investments representing an aggregate of 5,572 residential units. During the year ended December 31, 2025, net cash provided by operating activities was $27.8 million after net loss of $32.6 million was adjusted for the following:
● non-cash items of $30.2 million;
● distributions of income from preferred equity investments of $26.6 million;
● an increase in due to affiliates, net of $4.0 million;
● an increase in accounts payable and other accrued liabilities of $3.4 million;
● distributions from investments in unconsolidated real estate funds of $0.6 million; and
● a decrease in notes and accrued interest receivable of $0.5 million; offset by
● an increase in accounts receivable, prepaids and other assets of $4.9 million.
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Cash Flows from Investing Activities
During the year ended December 31, 2025, net cash used in investing activities was $169.4 million primarily due to the following:
● $226.5 million used in acquiring consolidated real estate investments;
● $25.0 million used in an investment in an unconsolidated real estate fund;
● $17.4 million used on capital expenditures;
● $16.8 million used in investments in preferred equity investments; and
● $1.6 million used in the purchase of rate caps; offset by
● $64.6 million of proceeds from the sale and redemption of preferred equity investments;
● $31.7 million of repayments of notes receivable; and
● $21.5 million of proceeds from the sale of real estate investments.
Cash Flows from Financing Activities
During the year ended December 31, 2025, net cash provided by financing activities was $204.9 million primarily due to the following:
● $133.6 million of contributions from noncontrolling interests;
● borrowings of $126.9 million on mortgages payable;
● proceeds of $42.0 million from borrowings on revolving credit facilities; and
● net proceeds of $36.5 million from the issuance of Series A Preferred Stock; offset by
● $103.0 million of repayments on revolving credit facilities;
● $9.0 million in cash distributions paid to preferred stockholders;
● $6.7 million of repayments of our mortgages payable;
● $6.3 million in deferred financing costs;
● $3.4 million of distributions to noncontrolling interests;
● $2.3 million in cash distributions paid to partially owned properties’ noncontrolling interests;
● $1.5 million of distributions to common stockholders;
● $1.1 million for purchase of interests from noncontrolling interests; and
● $0.9 million paid for the redemption of Series A Preferred Stock.
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Year ended December 31, 2025 as compared to the year ended December 31, 2024
Operating Activities
Net cash flow provided by operating activities increased $18.7 million in 2025 compared to 2024 due to:
● increase in net distributions of income from preferred equity investments of $24.3 million;
● increase in amounts due to affiliates, net of $4.6 million;
● increase in accounts payable and other accrued liabilities of $1.5 million;
● decrease in notes and accrued interest receivable of $0.8 million; and
● increase in distributions from investments in unconsolidated real estate funds of $0.6 million; offset by
● operating income, adjusted for non-cash activity, decreased $6.9 million; and
● increase in accounts receivable, prepaid expenses and other assets of $6.2 million.
Investing Activities
Net cash used in investing activities decreased $55.5 million in 2025 compared to 2024 primarily due to:
● higher proceeds from redemption of preferred equity investments of $48.4 million;
● increased repayments on notes receivable of $23.4 million;
● decrease in investments in notes receivable of $22.3 million;
● net decrease in acquisition of real estate investments and capital expenditures of $13.7 million;
● decrease in the purchase of interest rate caps of $1.1 million; and
● decreased investments in preferred equity investments of $0.3 million; offset by
● lower proceeds from the sales of real estate investments of $28.5 million; and
● increased investments in unconsolidated real estate funds of $25.0 million.
Financing Activities
Net cash provided by financing activities decreased $55.8 million in 2025 compared to 2024 primarily due to:
● increase in revolving credit facility repayments of $83.0 million;
● decrease in net proceeds from the Series A Preferred Offering of $56.4 million;
● decrease in mortgage borrowings of $31.6 million;
● decrease in proceeds from credit facilities of $29.0 million;
● increase in distributions paid to partially owned properties’ noncontrolling interests $2.2 million; and
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● increase in redemptions of Series A Preferred Stock of $0.9 million; offset by
● increase in contributions from noncontrolling interests of $127.7 million;
● decrease in mortgage repayments of $15.6 million;
● decrease in distributions paid of $2.0 million; and
● decrease in the purchase of noncontrolling interests of $1.8 million.
Capital Expenditures
The following table summarizes our total capital expenditures incurred for the years ended December 31, 2025 and 2024 (amounts in thousands):
2025
2024
New development
$
8,062
$
986
Redevelopment/renovations
5,198
4,266
Routine capital expenditures
3,731
3,982
Normally recurring capital expenditures
1,142
629
Total capital expenditures
$
18,133
$
9,863
New development represents the expenditures for the planning, land development, and construction of residential homes and communities. Redevelopment and renovation costs are non-recurring capital expenditures for significant projects such as preparing a unit for rental. The renovation work varies, but may include flooring, cabinetry, paint, plumbing, appliances and other items required to make the unit rent ready. Routine capital expenditures are necessary non-revenue generating improvements that extend the useful life of the property, such as roof repairs and concrete work/asphalt resurfacing. Normally recurring capital expenditures are necessary non-revenue generating improvements that occur on a regular ongoing basis, such as flooring and appliances.
Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unit Holders
We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and core funds from operations (“CFFO”) are important non-GAAP supplemental measures of operating performance for a REIT.
FFO attributable to common stockholders and unit holders is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the NAREIT definition, as net income (loss), computed in accordance with GAAP, excluding gains or losses on sales of depreciable real estate property, plus depreciation and amortization of real estate assets, plus impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for notes receivable, preferred equity investments and joint ventures will be calculated to reflect FFO on the same basis.
CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition and other transaction costs, non-cash interest, unrealized gains or losses on derivatives, provision for (recovery of) credit losses, non - cash returns on unconsolidated real estate funds, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, equity compensation expense, non - recurring income tax, and preferred stock accretion. We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations. As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential.
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Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition and other transaction costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO and CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and CFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs.
Neither FFO nor CFFO is equivalent to net income (loss), including net income (loss) attributable to common stockholders, or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor CFFO should be considered as an alternative to net income, including net income (loss) attributable to common stockholders, as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
The table below presents our calculation of FFO and CFFO for the years ended December 31, 2025 and 2024 ($ in thousands):
2025
2024
Net loss attributable to common stockholders
$
(11,491)
$
(4,234)
Add back: Net loss attributable to Operating Partnership Units
(25,797)
(9,232)
Net loss attributable to common stockholders and unit holders
(37,288)
(13,466)
Real estate depreciation and amortization
29,361
19,810
Impairment and (gain on sale) of real estate investments, net
4,216
(7,081)
Gain on sale of available-for-sale investments
(3,664)
—
Adjustment for partially owned properties’ noncontrolling interests
(4,974)
(2,245)
FFO attributable to common stockholders and unit holders
(12,349)
(2,982)
Acquisition and other transaction costs
418
255
Non-cash interest expense
2,598
1,755
Unrealized loss on derivatives
2,105
3,885
Recovery of credit losses, net
(103)
(93)
Non-cash returns on unconsolidated real estate funds
(505)
—
Weather-related losses, net
59
170
Loss on extinguishment of debt costs
27
151
Non-real estate depreciation and amortization
57
140
Other expense (income), net
289
(330)
Non-cash equity compensation
4,834
6,872
Non-recurring income tax expense
1,154
—
Preferred stock accretion
4,538
244
Adjustment for partially owned properties’ noncontrolling interests
(939)
(387)
CFFO attributable to common stockholders and unit holders
$
2,183
$
9,680
Per Share and Unit Information:
FFO attributable to common stockholders and unit holders – diluted
$
(0.98)
$
(0.24)
CFFO attributable to common stockholders and unit holders – diluted
$
0.17
$
0.79
Weighted average common shares and units outstanding – diluted
12,645,828
12,247,598
Operating cash flow, FFO and CFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and CFFO.
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Presentation of this information is intended to assist the reader in comparing the sustainability of the operating performance of different REITs, although it should be noted that not all REITs calculate FFO or CFFO the same way, so comparisons with other REITs may not be meaningful. FFO or CFFO should not be considered as an alternative to net income (loss) attributable to common stockholders or as an indication of our liquidity, nor is either indicative of funds available to fund our cash needs, including our ability to make distributions. Both FFO and CFFO should be reviewed in connection with other GAAP measurements.
Distributions
Declaration Date
Record Date
Amount
Paid / Payable Date
Class A common stock
March 11, 2025
March 25, 2025
$
0.125
April 4, 2025
March 11, 2025
June 25, 2025
0.125
July 3, 2025
March 11, 2025
September 25, 2025
0.125
October 3, 2025
March 11, 2025
December 24, 2025
0.125
January 5, 2026
Class C common stock
March 11, 2025
March 25, 2025
$
0.125
April 4, 2025
March 11, 2025
June 25, 2025
0.125
July 3, 2025
March 11, 2025
September 25, 2025
0.125
October 3, 2025
March 11, 2025
December 24, 2025
0.125
January 5, 2026
Series A Preferred Stock (1)
October 14, 2024
December 24, 2024
$
0.125
January 3, 2025
January 15, 2025
January 24, 2025
0.125
February 5, 2025
January 15, 2025
February 25, 2025
0.125
March 5, 2025
January 15, 2025
March 25, 2025
0.125
April 4, 2025
April 15, 2025
April 25, 2025
0.125
May 5, 2025
April 15, 2025
May 23, 2025
0.125
June 5, 2025
April 15, 2025
June 25, 2025
0.125
July 3, 2025
July 15, 2025
July 25, 2025
0.125
August 5, 2025
July 15, 2025
August 25, 2025
0.125
September 5, 2025
July 15, 2025
September 25, 2025
0.125
October 3, 2025
October 15, 2025
October 24, 2025
0.125
November 5, 2025
October 15, 2025
November 25, 2025
0.125
December 5, 2025
October 15, 2025
December 24, 2025
0.125
January 5, 2026
Series A Preferred Enhanced Special Dividend (2)
October 14, 2024
December 24, 2024
$
0.010417
January 3, 2025
January 15, 2025
January 24, 2025
0.010417
February 5, 2025
January 15, 2025
February 25, 2025
0.010417
March 5, 2025
January 15, 2025
March 25, 2025
0.010417
April 4, 2025
April 15, 2025
April 25, 2025
0.010417
May 5, 2025
April 15, 2025
May 23, 2025
0.010417
June 5, 2025
April 15, 2025
June 25, 2025
0.010417
July 3, 2025
July 15, 2025
July 25, 2025
0.010417
August 5, 2025
July 15, 2025
August 25, 2025
0.010417
September 5, 2025
July 15, 2025
September 25, 2025
0.010417
October 3, 2025
October 15, 2025
October 24, 2025
0.010417
November 5, 2025
October 15, 2025
November 25, 2025
0.010417
December 5, 2025
October 15, 2025
December 24, 2025
0.010417
January 5, 2026
(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.
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(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.
A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate. Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of our Class A common stock.
Our Board will determine the amount of dividends to be paid to our stockholders. The determination of our Board will be based on several factors, including funds available from operations, our capital expenditure requirements and the annual distribution requirements necessary to maintain our REIT status for federal income tax purposes. As a result, our distribution rate and payment frequency may vary from time to time. However, to maintain our REIT status for tax purposes, we must make distributions equal to at least 90% of our “REIT taxable income”, as defined by the Internal Revenue Code of 1986, determined without regard to the dividends paid deduction and excluding net capital gains, to our stockholders each year. While our policy is generally to pay distributions from cash flow from operations, we may declare distributions in excess of funds from operations.
Distributions declared and paid for the year ended December 31, 2025 were as follows (amounts in thousands):
Distributions
2025
Declared
Paid
First Quarter
Class A common stock
$
495
$
—
Class C common stock
1
—
Series A Preferred Stock (1)
2,010
1,925
OP Units
921
—
LTIP / C-LTIP Units
212
—
Total first quarter
$
3,639
$
1,925
Second Quarter
Class A common stock
$
507
$
495
Class C common stock
1
1
Series A Preferred Stock (1)
2,254
2,185
OP Units
921
921
LTIP / C-LTIP Units
225
212
Total second quarter
$
3,908
$
3,814
Third Quarter
Class A common stock
$
506
$
507
Class C common stock
1
1
Series A Preferred Stock (1)
2,417
2,368
OP Units
921
921
LTIP / C-LTIP Units
223
225
Total third quarter
$
4,068
$
4,022
Fourth Quarter
Class A common stock
$
506
$
506
Class C common stock
1
1
Series A Preferred Stock (1)
2,522
2,493
OP Units
921
921
LTIP / C-LTIP Units
227
223
Total fourth quarter
4,177
$
4,144
Total
$
15,792
$
13,905
(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.
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Critical Accounting Policies and Estimates
Below is a discussion of the accounting policies that we consider critical to an understanding of our financial condition and operating results that may require complex or significant judgment in their application or require estimates about matters which are inherently uncertain.
Principles of Consolidation and Basis of Presentation
We conduct our operations through the Operating Partnership, of which we are the sole general partner. The consolidated financial statements include our accounts and those of the Operating Partnership and its subsidiaries. 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% is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 13.71% is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 2.37% which were not vested at December 31, 2025.
Consolidated Investments in Real Estate, Preferred Equity Investments, Notes Receivable and Unconsolidated Funds
We first analyze 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: Consolidation and, if so, whether we are the primary beneficiary requiring consolidation of the entity. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change in value with changes in the fair value of the VIE’s net assets. We continuously re-assess at each level of the investment whether (i) the entity is a VIE, and (ii) we are the primary beneficiary of the VIE. If it was determined that an entity in which we hold an interest qualified as a VIE and we are the primary beneficiary, the entity would be consolidated.
If, after consideration of the VIE accounting literature, we have determined that an entity is not a VIE, we assess the need for consolidation under all other provisions of ASC 810. These provisions provide for consolidation of majority-owned entities through a majority voting interest held by the company providing control.
In assessing whether we are in control of and requiring consolidation of the limited liability company and partnership venture structures, we evaluate the respective rights and privileges afforded each member or partner (collectively referred to as “member”). Our member would not be deemed to control the entity if any of the other members has either (i) substantive kickout rights providing the ability to dissolve (liquidate) the entity or otherwise remove the managing member or general partner without cause or (ii) substantive participating rights in the entity. Substantive participating rights (whether granted by contract or law) provide for the ability to effectively participate in significant decisions of the entity that would be expected to be made in the ordinary course of business.
We analyze each investment that involves real estate acquisition, development, and construction to consider whether the investment qualifies as an investment in a real estate acquisition, development, and construction arrangement. We have evaluated our real estate investments as required by ASC 310-10 Receivables and concluded that no investments are considered an investment in a real estate acquisition, development, or construction arrangement. As such, we next evaluate if these investments are considered a security under ASC 320 Investments – Debt Securities .
For investments that meet the criteria of a security under ASC 320 Investments – Debt Securities, we classify each investment as an available-for-sale (“AFS”) debt security as we do not have the positive intent to hold all investments to maturity. We account for these investments as preferred equity investments on our consolidated balance sheets, and we earn a fixed return on these investments which is included within income from preferred equity investments on our consolidated statements of operations and comprehensive income (loss). AFS debt securities are carried at fair value on our consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income on our consolidated balance sheets, and as a component of other comprehensive income on our consolidated statements of operations and comprehensive income (loss). We evaluate 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 below for further information regarding CECL and our provision for credit losses.
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Prior to the fourth quarter 2024, we classified our 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, we did not have the positive intent to hold all the securities to maturity, and as such, we reclassified all our previously held-to-maturity debt securities to AFS debt securities. As of December 31, 2025, we continue to not have the positive intent to hold all the securities to maturity due to the sale of two preferred equity investments during 2025 (refer to Note 8 of our consolidated financial statements for further information).
For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , we will evaluate the characteristics and the facts and circumstances to determine if loan accounting treatment is appropriate. If loan accounting treatment is deemed appropriate, we recognize interest income on our 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 our notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable.
In circumstances where we do have significant influence in the investment, however we determine 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, we generally account 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 our 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 our earnings or losses.
Real Estate Assets
Real Estate Purchase Price Allocations
Upon acquisition, we evaluate our acquired residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Purchases of residential properties are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition costs, which is allocated to land and building based upon their relative fair values at the date of acquisition. Acquisition costs typically include legal fees, broker commissions and title fees, as well as other closing costs. In making estimates of fair values for purposes of allocating the purchase price of acquired properties, we utilize various sources including our own market knowledge obtained from historical transactions, published market data, and independent appraisers. In this regard, we 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 us 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. The use of inappropriate assumptions could result in an incorrect valuation of acquired tangible assets, identifiable intangible assets and assumed liabilities, which could impact the amount of our net income (loss). Differences in the amount attributed to the fair value estimate of the various assets acquired can be significant based upon the assumptions made in calculating these estimates.
Capital Additions, Depreciation and Amortization
We capitalize costs incurred in connection with our capital additions activities, including redevelopment, development and construction projects, other tangible improvements, and replacements of existing components. Repair and maintenance and tenant turnover costs are expensed as incurred. Repair and maintenance and tenant turnover costs include all costs that do not extend the useful life of the real estate asset. Accordingly, many factors are considered as part of our evaluation processes with no one factor necessarily determinative. Depreciation and amortization expense are computed on the straight-line method over the asset’s estimated useful life. We consider the period of future benefit of an asset to determine its appropriate useful life and anticipate the estimated useful lives of assets by class to be generally as follows:
Buildings
30 – 40 years
Building improvements
5 – 15 years
Land improvements
5 – 15 years
Furniture, fixtures and equipment
3 – 8 years
In-place leases
6 months
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Intangible Assets
Intangible assets includes (i) the value of in-place leases and (ii) a real estate tax abatement. 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. We amortize the value of in-place leases to expense over the remaining non-cancelable terms of the respective leases, which is on average six months. In connection with the acquisition of Skytop Apartments in September 2025 (refer to Note 3 of our consolidated financial statements for further information), we allocated approximately $5.5 million of the purchase price to a real estate tax abatement. The tax abatement is being amortized on a straight-line basis over its estimated remaining useful life of approximately 13.0 years. The value of in-place leases and the real estate tax abatement are recorded within other intangible assets, net on our consolidated balance sheets. At December 31, 2025, the net carrying values of in-place leases and the real estate tax abatement were $2.1 million and $5.4 million, respectively.
Impairment of Operating Real Estate Assets
We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our operating real estate and related intangible assets may not be recoverable. The evaluation of real estate assets for potential impairment requires our management to exercise significant judgement and make certain key assumptions, including the following: (i) capitalization rate, (ii) discount rate, (iii) number of years the property will be held, (iv) property operating revenue including occupancy and market rental rates, and (v) property operating expenses. There are inherent uncertainties in making these estimates such as market conditions, and performance and sustainability of property operations. When indicators of potential impairment suggest that the carrying value of operating real estate and related intangible assets may not be recoverable, we assess the recoverability of the assets by estimating whether we will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this analysis, if we do not believe that we will be able to recover the carrying value of the operating real estate and related intangible assets, we 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, we recognized an impairment loss of approximately $3.8 million related to our Peak JV 2 portfolio, which is included in our 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, 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 our consolidated statement of operations and comprehensive income (loss).
Held for Sale Real Estate Assets
Real estate assets are classified as held for sale when they meet the applicable GAAP criteria in accordance with ASC 360-10 Property, Plant, and Equipment - Overall , including, but not limited to, the availability of the real estate asset for immediate sale in its present condition, the existence of an active program to locate a buyer, the probable sale of the real estate asset within one year, and actions required to complete the sale of the real estate asset are likely to occur. 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 our consolidated balance sheets. At December 31, 2025 and 2024, we had 107 units and 167 units, respectively, classified as held for sale, and for the years ended December 31, 2025 and 2024, we 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 our consolidated statements of operations and comprehensive income (loss).
Revenue Recognition
We recognize rental revenue on a straight-line basis over the terms of the rental agreements and in accordance with ASC Topic 842 Leases . 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 our consolidated statements of operations and comprehensive income (loss). Amounts received in advance are recorded as a liability within other accrued liabilities on our consolidated balance sheet.
Other property revenues are recognized in the period earned.
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Current Expected Credit Losses (CECL)
Preferred Equity Investments
We perform an individual assessment of expected credit losses for our preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date. We first evaluate whether we intend to sell, or it is more likely than not that we will be required to sell, the AFS debt security before recovery of our 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, we evaluate whether the decline in fair value of the AFS debt security has resulted from credit losses. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or we expect repayment through the sale of the collateral, we calculate expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if we determine that it is probable that we 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 we believe 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.
New Accounting Pronouncements
See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to our Notes to the Consolidated Financial Statements for a description of accounting pronouncements. We do not believe these new pronouncements will have a significant impact on our Consolidated Financial Statements, cash flows or results of operations.
Subsequent Events
Issuance of LTIP Units under the BHM Incentive Plans
On January 1, 2026, we granted 7,824 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.
Declaration of Dividends
Declaration Date
Record Date
Amount
Paid / Payable Date
Series A Preferred Stock (1)
January 15, 2026
January 23, 2026
$
0.12500
February 5, 2026
January 15, 2026
February 25, 2026
0.12500
March 5, 2026
January 15, 2026
March 25, 2026
0.12500
April 2, 2026
Series A Preferred Enhanced Special Dividend
January 15, 2026
January 23, 2026
(2)
February 5, 2026
January 15, 2026
February 25, 2026
(2)
March 5, 2026
January 15, 2026
March 25, 2026
(2)
April 2, 2026
Series B Preferred Stock (1)
January 15, 2026
January 23, 2026
$
0.15625
February 5, 2026
January 15, 2026
February 25, 2026
0.15625
March 5, 2026
January 15, 2026
March 25, 2026
0.15625
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. 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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Distributions Paid
The following distributions were declared and/or paid to our stockholders subsequent to December 31, 2025 (amounts in thousands):
Distribution
Total
Shares
Declaration Date
Record Date
Date Paid
per Share
Distribution
Class A common stock
March 11, 2025
December 24, 2025
January 5, 2026
$
0.125000
$
506
Class C common stock
March 11, 2025
December 24, 2025
January 5, 2026
0.125000
1
Series A Preferred Stock (1)
October 15, 2025
December 24, 2025
January 5, 2026
0.135417
849
OP Units
March 11, 2025
December 24, 2025
January 5, 2026
0.125000
921
LTIP / C-LTIP Units
March 11, 2025
December 24, 2025
January 5, 2026
0.125000
227
Series A Preferred Stock (1)
January 15, 2026
January 23, 2026
February 5, 2026
0.135417
855
Total
$
3,359
(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.
Class A Common Stock Repurchase Plan
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 we repurchase shares of our 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. We expect that any repurchases of our Class A common stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established under the plan. 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.
Sales of Consolidated Operating Units
Subsequent to December 31, 2025 and through February 25, 2026, we 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.