Item 1. Financial Statements
Item 1. Financial Statements
BLUEROCK HOMES TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
March 31,
December 31,
2026
2025
ASSETS
Net Real Estate Investments
Land
$
119,485
$
123,260
Buildings and improvements
742,835
755,813
Furniture, fixtures and equipment
29,157
28,934
Construction in process
13,152
10,050
Total gross operating real estate investments
904,629
918,057
Accumulated depreciation
( 70,340 )
( 65,318 )
Total net operating real estate investments
834,289
852,739
Operating real estate held for sale, net
13,031
15,647
Total Net Real Estate Investments
847,320
868,386
Cash and cash equivalents
170,097
169,561
Restricted cash
21,453
24,901
Investment in unconsolidated real estate funds
25,778
25,692
Accounts receivable, prepaids and other assets, net
28,116
21,966
Preferred equity investments, net
43,577
35,738
Other intangible assets, net
5,938
7,494
Due from affiliates
633
653
Non-real estate assets associated with operating real estate held for sale
33
14
TOTAL ASSETS
$
1,142,945
$
1,154,405
LIABILITIES AND EQUITY
Mortgages payable
$
416,810
$
428,392
Accounts payable
756
1,130
Other accrued liabilities
20,591
20,643
Due to affiliates
7,573
9,782
Distributions payable
2,548
2,504
Liabilities associated with operating real estate held for sale
123
114
Total Liabilities
448,401
462,565
6.0 % Series A Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 30,000,000 shares authorized; 6,473,063 and 6,288,703 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
146,945
142,117
7.5 % Series B Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 14,000,000 shares authorized; 104,288 and no shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
2,294
—
Equity
Stockholders’ Equity
Preferred stock, $ 0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at March 31, 2026 and December 31, 2025
—
—
Common stock - Class A, $ 0.01 par value, 562,500,000 shares authorized; 4,043,514 and 4,047,114 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
40
40
Common stock - Class C, $ 0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at March 31, 2026 and December 31, 2025
—
—
Additional paid-in-capital
121,504
121,489
Cumulative earnings in excess of distributions
3,260
7,200
Accumulated other comprehensive gain
38
11
Total Stockholders’ Equity
124,842
128,740
Noncontrolling Interests
Operating partnership units
285,667
292,817
Partially owned properties
134,796
128,166
Total Noncontrolling Interests
420,463
420,983
Total Equity
545,305
549,723
TOTAL LIABILITIES AND EQUITY
$
1,142,945
$
1,154,405
See Notes to Consolidated Financial Statements
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BLUEROCK HOMES TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
(In thousands, except share and per share amounts)
Three Months Ended
March 31,
2026
2025
Revenues
Rental and other property revenues
$
19,701
$
15,910
Interest income from loan investments
—
503
Total revenues
19,701
16,413
Expenses
Property operating
9,081
7,652
Property management and asset management fees
1,571
1,325
General and administrative
3,114
3,057
Management fees to related party
2,688
2,540
Acquisition and other transaction costs
43
76
Weather-related losses, net
250
—
Impairment of real estate investments
601
124
Depreciation and amortization
8,858
7,492
Total expenses
26,206
22,266
Other (expense) income
Other expense, net
( 882 )
( 59 )
Income from preferred equity investments
1,531
3,110
Share of net earnings of equity method investment
296
—
Recovery of credit losses, net
—
102
Gain on sale of real estate investments, net
584
827
Loss on extinguishment of debt costs
( 36 )
( 4 )
Interest expense, net
( 6,485 )
( 6,211 )
Interest income
1,276
1,104
Total other expense
( 3,716 )
( 1,131 )
Loss before income taxes
( 10,221 )
( 6,984 )
Income tax expense
( 76 )
( 346 )
Net loss
( 10,297 )
( 7,330 )
Preferred stock dividends
( 2,609 )
( 2,010 )
Preferred stock accretion
( 993 )
( 523 )
Net loss attributable to noncontrolling interests
Operating partnership units
7,824
5,661
Partially-owned properties
2,642
1,673
Net loss attributable to noncontrolling interests
10,466
7,334
Net loss attributable to common stockholders
$
( 3,433 )
$
( 2,529 )
Net loss per common share – Basic
$
( 0.90 )
$
( 0.67 )
Net loss per common share – Diluted
$
( 0.90 )
$
( 0.67 )
Weighted average basic common shares outstanding
3,898,102
3,864,622
Weighted average diluted common shares outstanding
3,898,102
3,864,622
Other comprehensive income
Unrealized gain on available for sale investments
$
89
$
1,524
Less unrealized gain attributable to Operating partnership units
( 62 )
( 1,053 )
Other comprehensive income attributable to common stockholders
27
471
Comprehensive loss attributable to noncontrolling interests
10,404
6,281
Comprehensive loss attributable to common stockholders
$
( 3,406 )
$
( 2,058 )
See Notes to Consolidated Financial Statements
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BLUEROCK HOMES TRUST, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2026
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands, except share amounts)
Class A Common Stock
Class C Common Stock
Accumulated
Additioanl
Other
Number
Number
Paid-in
Cumulative
Comprehensive
Noncontrolling
of Shares
Par Value
of Shares
Par Value
Capital
Earnings
Income
Interests
Total Equity
Balance, January 1, 2026
4,047,114
$
40
8,489
$
—
$
121,489
$
7,200
$
11
$
420,983
$
549,723
(Forfeiture) issuance of restricted Class A common stock for equity incentive plan compensation
( 3,600 )
—
—
—
218
—
—
—
218
Issuance of long-term incentive plan units (“LTIP Units”) for equity incentive plan compensation
—
—
—
—
—
—
—
1,076
1,076
Issuance of C-LTIP Units to Bluerock Homes Manager, LLC (“Manager”)
—
—
—
—
—
—
—
210
210
Common stock distributions declared
—
—
—
—
—
( 507 )
—
—
( 507 )
Series A Preferred Stock distributions declared
—
—
—
—
—
( 2,595 )
—
—
( 2,595 )
Series A Preferred Stock accretion
—
—
—
—
—
( 802 )
—
—
( 802 )
Series B Preferred Stock distributions declared
—
—
—
—
—
( 14 )
—
—
( 14 )
Series B Preferred Stock accretion
—
—
—
—
—
( 191 )
—
—
( 191 )
Distributions to Operating Partnership noncontrolling interests
—
—
—
—
—
—
—
( 1,154 )
( 1,154 )
Distributions to partially owned properties’ noncontrolling interests
—
—
—
—
—
—
—
( 2,202 )
( 2,202 )
Contributions from noncontrolling interests
—
—
—
—
—
—
—
11,738
11,738
Total comprehensive income
—
—
—
—
—
—
27
62
89
Cash redemption of Series A Preferred Stock
—
—
—
—
13
—
—
—
13
Adjustment for noncontrolling interest ownership in the Operating Partnership
—
—
—
—
( 480 )
—
—
480
—
Adjustment for noncontrolling interest ownership in partially owned properties
—
—
—
—
264
—
—
( 264 )
—
Net income (loss)
—
—
—
—
—
169
—
( 10,466 )
( 10,297 )
Balance, March 31, 2026
4,043,514
$
40
8,489
$
—
$
121,504
$
3,260
$
38
$
420,463
$
545,305
See Notes to Consolidated Financial Statements
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BLUEROCK HOMES TRUST, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands, except share amounts)
Class A Common Stock
Class C Common Stock
Accumulated
Additional
Other
Number
Number
Paid-in
Cumulative
Comprehensive
Noncontrolling
of Shares
Par Value
of Shares
Par Value
Capital
Earnings
(Loss) Income
Interests
Total Equity
Balance, January 1, 2025
3,953,919
$
40
8,489
$
—
$
118,495
$
20,709
$
( 164 )
$
327,657
$
466,737
(Forfeiture) issuance of restricted Class A common stock for equity incentive plan compensation
( 700 )
—
—
—
150
—
—
—
150
Issuance of LTIP Units for equity incentive plan compensation
—
—
—
—
—
—
—
1,014
1,014
Issuance of C-LTIP Units to Manager
—
—
—
—
—
—
—
245
245
Common stock distributions declared
—
—
—
—
—
( 496 )
—
—
( 496 )
Series A Preferred Stock distributions declared
—
—
—
—
—
( 2,010 )
—
—
( 2,010 )
Series A Preferred Stock accretion
—
—
—
—
—
( 523 )
—
—
( 523 )
Distributions to Operating Partnership noncontrolling interests
—
—
—
—
—
—
—
( 1,133 )
( 1,133 )
Distributions to partially owned properties' noncontrolling interests
—
—
—
—
—
—
—
( 135 )
( 135 )
Contributions from noncontrolling interests
—
—
—
—
—
—
—
25,178
25,178
Total comprehensive income
—
—
—
—
—
—
471
1,053
1,524
Adjustment for noncontrolling interest ownership in the Operating Partnership
—
—
—
—
( 1,619 )
—
—
1,619
—
Adjustment for noncontrolling interest ownership in partially owned properties
—
—
—
—
2,057
—
—
( 2,057 )
—
Net income (loss)
—
—
—
—
—
4
—
( 7,334 )
( 7,330 )
Balance, March 31, 2025
3,953,219
$
40
8,489
$
—
$
119,083
$
17,684
$
307
$
346,107
$
483,221
See Notes to Consolidated Financial Statements
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BLUEROCK HOMES TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Three Months Ended
March 31,
2026
2025
Cash flows from operating activities
Net loss
$
( 10,297 )
$
( 7,330 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
9,547
8,168
Amortization of fair value adjustments
81
81
Income from preferred equity investments
( 1,531 )
( 3,110 )
Share of net earnings of equity method investment
( 296 )
—
Gain on sale of real estate investments, net
( 584 )
( 827 )
Impairment of real estate investments
601
124
Fair value adjustment of interest rate caps and swaps
164
778
Recovery of credit losses, net
—
( 102 )
Loss on extinguishment of debt costs
36
4
Noncash operating lease expense
156
152
Distributions of income from preferred equity investments
—
1,282
Distributions from investments in unconsolidated real estate funds
261
—
Share-based compensation attributable to equity incentive plan
1,294
1,164
Share-based compensation to Manager – C-LTIP Units
210
245
Changes in operating assets and liabilities:
Due from affiliates, net
( 2,239 )
( 270 )
Accounts receivable, prepaids and other assets
( 5,051 )
( 1,187 )
Notes and accrued interest receivable
—
419
Accounts payable and other accrued liabilities
( 805 )
1,360
Net cash (used in) provided by operating activities
( 8,453 )
951
Cash flows from investing activities:
Acquisitions of real estate investments
( 2,685 )
—
Capital expenditures
( 3,849 )
( 3,845 )
Repayments on notes receivable
—
22,300
Proceeds from sale of real estate investments
20,667
6,282
Investment in preferred equity investments
( 7,751 )
( 5,762 )
Net cash provided by investing activities
6,382
18,975
Cash flows from financing activities:
Distributions to common stockholders
( 507 )
—
Distributions to noncontrolling interests
( 1,148 )
—
Distributions to partially owned properties’ noncontrolling interests
( 2,202 )
( 135 )
Distributions to preferred stockholders
( 2,571 )
( 1,925 )
Contributions from noncontrolling interests
11,738
25,178
Repayments on mortgages payable
( 12,264 )
( 1,689 )
Repayments on revolving credit facilities
—
( 36,000 )
Payments of deferred financing fees
—
( 2 )
Net proceeds from issuance of 6.0 % Series A Redeemable Preferred Stock
4,173
14,093
Payments to redeem 6.0 % Series A Redeemable Preferred Stock
( 133 )
—
Net proceeds from issuance of 7.5 % Series B Redeemable Preferred Stock
2,073
—
Net cash used in financing activities
( 841 )
( 480 )
Net (decrease) increase in cash, cash equivalents and restricted cash
$
( 2,912 )
$
19,446
Cash, cash equivalents and restricted cash, beginning of year
194,462
131,241
Cash, cash equivalents and restricted cash, end of period
$
191,550
$
150,687
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents
$
170,097
$
134,748
Restricted cash
21,453
15,939
Total cash, cash equivalents and restricted cash, end of period
$
191,550
$
150,687
Supplemental disclosure of cash flow information
Cash paid for interest (net of interest capitalized)
$
5,443
$
4,677
Cash paid for income taxes
$
449
$
—
Supplemental disclosure of non-cash investing and financing activities
Distributions payable to common stockholders – declared and unpaid
$
507
$
496
Distributions payable to noncontrolling interests - declared and unpaid
$
1,154
$
1,133
Distributions payable to preferred stockholders - declared and unpaid
$
887
$
702
Capital expenditures held in accounts payable and other accrued liabilities
$
1,950
$
1,406
See Notes to Consolidated Financial Statements
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BLUEROCK HOMES TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Nature of Business
Bluerock Homes Trust, Inc. (the “Company”) was incorporated in Maryland on December 16, 2021. The Company owns and operates a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States. The Company’s current investment strategy is focused on growing its portfolio of residential communities. The Company’s principal objective is to generate attractive risk-adjusted returns on investments where it believes it can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. The Company’s Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize the Company’s return on investment.
As of March 31, 2026, the Company held twenty-four real estate investments, consisting of eighteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment. The twenty-three consolidated and preferred equity investments represent an aggregate of 5,451 residential units, comprised of 4,302 consolidated units, of which 380 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development.
The Company has elected to be treated, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes. As a REIT, the Company generally is not subject to corporate-level income taxes. To maintain its REIT status, the Company is required, among other requirements, to distribute annually at least 90% of its “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s stockholders. If the Company fails to qualify as a REIT in any taxable year, it would be subject to federal income tax on its taxable income at regular corporate tax rates and it would not be permitted to qualify as a REIT for four years following the year in which it lost its qualification. The Company intends to continue to organize and operate in such a manner as to remain qualified as a REIT.
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The Company conducts its operations through Bluerock Residential Holdings, L.P., its operating partnership (the “Operating Partnership”), of which it is the sole general partner. The consolidated financial statements include the Company’s accounts and those of the Operating Partnership and its subsidiaries. As of March 31, 2026, limited partners other than the Company owned approximately 69.50 % of the common units of the Operating Partnership, of which 55.44 % were held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 14.06 % were held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 2.36 % which were not vested at March 31, 2026.
Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation. Specifically, impairment of real estate amounts that were previously included with gains on sales of real estate in a single line item on the consolidated statements of operations and comprehensive income (loss) are now presented separately within impairment of real estate investments. In addition, in-place lease intangible assets that were previously presented as a separate line item on the consolidated balance sheets have been reclassified and are included within other intangible assets, net. These reclassifications had no impact on net income (loss) as reported in the consolidated statements of operations and comprehensive income (loss), total assets, liabilities or equity as reported in the consolidated balances sheets, or the classifications within the consolidated statements of cash flows.
Summary of Significant Accounting Policies
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 for discussion of the Company’s significant accounting policies. During the three months ended March 31, 2026, there were no material changes to these policies.
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Table of Contents
Consolidated Investments in Real Estate, Preferred Equity Investments, Notes Receivable and Unconsolidated Funds
The Company first analyzes an investment to determine if it is a variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810: Consolidation and, if so, whether the Company is 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. The Company continuously re-assesses at each level of the investment whether (i) the entity is a VIE, and (ii) the Company is the primary beneficiary of the VIE. If it was determined that an entity in which the Company holds an interest qualified as a VIE and the Company was the primary beneficiary, the entity would be consolidated.
If, after consideration of the VIE accounting literature, the Company has determined that an entity is not a VIE, the Company assesses 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 the Company is in control of and requiring consolidation of the limited liability company and partnership venture structures, the Company evaluates the respective rights and privileges afforded each member or partner (collectively referred to as “member”). The Company’s 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.
The Company analyzes 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. The Company has evaluated its 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, the Company next evaluates 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 , the Company classifies each investment as an available-for-sale (“AFS”) debt security as it does not have the positive intent to hold all investments to maturity. The Company accounts for these investments as preferred equity investments in its consolidated balance sheets, and it earns a fixed return on these investments which is included within income from preferred equity investments in its consolidated statements of operations and comprehensive income (loss). AFS debt securities are carried at fair value in the Company’s consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in its consolidated balance sheets, and as a component of other comprehensive income in its consolidated statements of operations and comprehensive income (loss). The Company evaluates each AFS debt security that has an unrealized loss recorded at the reporting date for a provision for credit loss, as applicable. Refer to the Current Expected Credit Losses (“CECL”) section of this Note for further information regarding CECL and the Company’s provision for credit losses. As of March 31, 2026 and December 31, 2025, the Company classifies all preferred equity investments as AFS debt securities as it does not have the positive intent to hold all such investments to maturity.
For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company evaluates the characteristics and the facts and circumstances to determine if loan accounting treatment is appropriate. If loan accounting treatment is deemed appropriate, the Company recognizes interest income on its notes receivable on the accrual method unless a significant uncertainty of collection exists. If a significant uncertainty exists, interest income is recognized as collected. Costs incurred to originate its notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable.
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In circumstances where the Company does have significant influence in the investment, however the Company determines that the investment does not meet the criteria of a security under ASC 320 Investments – Debt Securities and that loan accounting treatment is not appropriate, the Company generally accounts for these investments under the equity method. The equity method of accounting requires these investments to be initially recorded at cost and subsequently increased (decreased) for the Company’s share of net income (loss), and increased (decreased) for contributions (distributions). The proportionate share of the results of operations of these investments is recognized on a one-quarter lag and is recorded in the Company’s earnings or losses.
Real Estate Assets
Intangible Assets
In-place leases - The value of in-place leases represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. The Company records the value of in-place leases within other intangible assets, net on its consolidated balance sheets. The Company amortizes the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average six months . Amortization expense related to in-place leases was $ 1.5 million and $ 1.9 million for the three months ended March 31, 2026 and 2025, respectively.
The following table summarizes the Company’s in-place lease intangible assets at March 31, 2026 and December 31, 2025 (amounts in thousands):
March 31,
December 31,
2026
2025
Gross carrying value
$
13,119
$
13,359
Accumulated amortization
( 12,506 )
( 11,295 )
Net carrying value
$
613
$
2,064
The following table summarizes the Company’s in-place lease activity for the three months ended March 31, 2026 and year ended December 31, 2025 (amounts in thousands):
March 31,
December 31,
2026
2025
Beginning balances as of January 1, 2026 and 2025, respectively
$
2,064
$
2,749
Acquisitions
—
3,905
Amortization
( 1,451 )
( 4,590 )
In-place lease intangible assets, net, end of period
$
613
$
2,064
At March 31, 2026, the Company’s estimated aggregate amortization of its in-place lease intangible assets for the next five years is $ 0.6 million, with the full amount expected to be incurred in 2026 and no amount thereafter.
Real estate tax abatement - In connection with the acquisition of Skytop Apartments in September 2025, the Company allocated approximately $ 5.5 million of the purchase price to a real estate tax abatement, which is recorded within other intangible assets, net on the Company’s consolidated balance sheets. The tax abatement is being amortized on a straight-line basis over its estimated remaining useful life of approximately 12.8 years. During the three months ended March 31, 2026, the Company recorded amortization expense of $ 0.1 million related to the tax abatement.
The following table summarizes the real estate tax abatement at March 31, 2026 (amounts in thousands):
March 31,
2026
Gross carrying value
$
5,534
Accumulated amortization
( 209 )
Net carrying value
$
5,325
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The following table presents the estimated future amortization expense of the real estate tax abatement as of March 31, 2026 (amounts in thousands):
Year
Total
2026
$
313
2027
418
2028
418
2029
418
2030
418
Thereafter
3,340
$
5,325
Impairment of Operating Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its operating real estate and related intangible assets may not be recoverable. The evaluation of real estate assets for potential impairment requires the Company’s 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, the Company assesses the recoverability of the assets by estimating whether it will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the operating real estate and related intangible assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets. 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. No impairment losses on operating real estate and related intangible assets were recorded during the three months ended March 31, 2026 and 2025.
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 the consolidated balance sheets. At March 31, 2026 and December 31, 2025, the Company classified an aggregate of 58 units and 107 units, respectively, as held for sale on its consolidated balance sheets, with all units reported in the Company’s scattered single-family homes segment. At March 31, 2025, the Company classified an aggregate of 138 units as held for sale. For the three months ended March 31, 2026 and 2025, the Company recorded impairments of $ 0.6 million and $ 0.1 million, respectively, related to held for sale units which is included in impairment of real estate investments on its consolidated statements of operations and comprehensive income (loss).
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Income Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and has qualified since the taxable year ended December 31, 2022. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants it relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income (loss) and net cash available for distribution to stockholders; however, the Company intends to continue to organize and operate in such a manner as to remain qualified for treatment as a REIT.
The Company incurred federal, state, and local income taxes primarily from its taxable REIT subsidiaries (“TRS”) which manage the non-REIT activities. The Company’s operating partnerships are flow-through entities which are generally not subject to income taxes. Income taxes for the three months ended March 31, 2026 and 2025 were comprised mainly of state income and franchise taxes and federal income taxes related to the taxable REIT subsidiaries. The Company records these amounts in income tax expense on the Company’s consolidated statements of operations and comprehensive income (loss). The Company has no significant temporary or permanent differences associated with our taxable REIT subsidiaries.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act made permanent certain tax provisions of the Tax Cuts and Jobs Act (2017) and includes changes to U.S. tax law that are applicable to the Company beginning in 2025. The Act provides for significant U.S. tax law changes and modifications including provisions allowing for accelerated tax deductions and the increased ability to deduct interest expense. The Company included the provisions that are effective for tax years 2025 and 2026.
Interim Financial Information
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“GAAP”) for interim financial reporting, and the instructions to Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all the information and notes or disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for interim periods should not be considered indicative of the operating results for a full year.
The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and disclosures required by GAAP for complete financial statements. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s audited consolidated financial statements for the year ended December 31, 2025 contained in the Annual Report on Form 10-K as filed with the SEC on February 27, 2026.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40)” (“ASU 2024-03”). The amendments in ASU 2024-03 require additional disclosure of specified information about certain costs and expenses within the notes to the financial statements. The amendments in ASU 2024-03 are effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial disclosures.
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In November 2025, the FASB issued Accounting Standards Update No. 2025-08, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2025-08”). The amendments in ASU 2025-08 expand the use of the gross-up approach for the recognition of expected credit losses on certain acquired loans, requiring that loans deemed “purchased seasoned loans” be accounted for similarly to purchased financial assets with credit deterioration at the acquisition date. The amendments are effective for the Company for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the impact of adopting ASU 2025-08 on its consolidated financial statements.
In December 2025, the FASB issued Accounting Standards Update No. 2025-11, “Interim Reporting (Topic 270)” (“ASU 2025-11”). The amendments in ASU 2025-11 clarify which disclosures are required in interim reporting periods and introduce a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments also clarify the types of interim reporting and the form and content of interim financial statements. The amendments are effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim financial statement disclosures.
Current Expected Credit Losses
Preferred Equity Investments
The Company performs an individual assessment of expected credit losses for its preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date. The Company first evaluates whether it intends to sell, or it is more likely than not that it will be required to sell, the AFS debt security before recovery of its amortized cost basis. If either criteria regarding intent or requirement to sell is met, the amortized cost basis of the security is written down to its fair value through income. If these criteria are not met, the Company evaluates whether the decline in fair value of the AFS debt security has resulted from credit losses. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if the Company determines that it is probable that it will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, the preferred equity investment is not considered fully recoverable. As such, a provision for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any remaining noncredit loss component of unrealized loss would be recognized as a component of other comprehensive income.
Changes in the provision for credit loss are recorded as a provision for (or recovery of) credit loss expense. Losses are charged against the allowance when the Company believes the non-collectability of an AFS debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on AFS debt securities is excluded from the estimate of credit losses.
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Significant Risks and Uncertainties
Uncertainty Due to Economic Volatility
Thus far, 2026 has been marked by significant uncertainty and volatility in the global markets, largely driven by geopolitical conditions and the effects of international conflicts on global markets, oil prices and interest rates, as well as tariffs and international trade policy and disputes, and political and regulatory uncertainty. The Company’s results of operations in the future may be directly or indirectly affected by these and other economic uncertainties. As inflation accelerated rapidly in the first half of 2023, the Federal Reserve increased interest rates a total of four times during 2023 to curb the effects of rising inflation. While the Federal Reserve reduced interest rates by an aggregate of 100-basis points during 2024 and by an aggregate of 75-basis points during 2025, the Federal Reserve has elected to hold interest rates steady thus far in 2026, and there can be no assurances that interest rates will not rise again. The Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation. Rising interest rates cause uncertainty in credit and capital markets which could have material and adverse effects on the Company’s financial condition, results of operations and cash flows. In addition, any tariffs imposed by the current administration or other countries may cause further inflationary pressures in the economy, uncertainty and volatility of debt and equity markets, and a slowdown in the U.S. and global economies. Any such tariffs are likely to increase construction costs and further reduce already constrained new supply starts, which could adversely impact the timing of actual completion and/or stabilization of build-to-rent communities, including potential delays due to supply shortages and labor shortages. The long-term impact of these economic developments will largely depend on any future action by the Federal Reserve, future laws that may be enacted, changes in geopolitical conditions and international conflicts, the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets. The Company continues to closely monitor the impact of economic volatility on all aspects of its business.
Note 3 – Acquisition of Real Estate
Parkside at Summers Corner
On February 26, 2026, the Company acquired, with full ownership interest, an additional 10 units at Parkside at Summers Corner located in Summerville, South Carolina for an aggregate purchase price of $ 2.6 million. Units are to be acquired in tranches as construction is completed, and as of March 31, 2026, the Company had acquired 22 of the total 100 units it has committed to purchase.
Purchase Price Allocation
The real estate acquisition above has been accounted for as an asset acquisition. The purchase price was allocated to the acquired assets based on their estimated fair values at the date of acquisition.
The following table summarizes the assets acquired at the acquisition date for the 10 units at Parkside at Summers Corner (amounts in thousands). The Company made no real estate acquisitions during the three months ended March 31, 2025.
Purchase
Price
Allocation
Land
$
267
Building
2,205
Building improvements
73
Land improvements
104
Furniture and fixtures
36
Total assets acquired (1)
$
2,685
(1) The $ 2.7 million of total assets acquired includes $ 0.1 million of acquisition expenses that have been capitalized as the acquisition of the 10 units at Parkside at Summers Corner has been accounted for as an asset acquisition.
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Note 4 – Sale of Real Estate Assets and Held for Sale Real Estate Assets
Sale of Consolidated Operating Units
During the first quarter 2026, the Company closed on the following sales: 10 units in the Ballast portfolio, 19 units in the Golden Pacific portfolio, 25 units in the ILE portfolio, 6 units 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 sale agreements. The 131 units were all previously classified as held for sale and sold for an aggregate of approximately $ 22.0 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering 25 units in the ILE portfolio of approximately $ 3.5 million, the sales of the 131 units generated net proceeds of approximately $ 17.2 million and a gain on sales of approximately $ 0.6 million. The gain on sales is included in gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income (loss).
Held for Sale
At March 31, 2026 and December 31, 2025, the Company classified an aggregate of 58 units and 107 units, respectively, as held for sale on its consolidated balance sheets, with all units reported in the Company’s scattered single-family homes segment. The 58 units classified as held for sale at March 31, 2026 are included in the following portfolios: 19 units of Ballast, 22 units of Golden Pacific, 1 unit of ILE, 12 units of Indy-Springfield, and 4 units of Peak JV 2. At March 31, 2025, the Company classified an aggregate of 138 units as held for sale, with all units reported in the Company’s scattered single-family homes segment. For the three months ended March 31, 2026 and 2025, the Company recorded impairments of $ 0.6 million and $ 0.1 million, respectively, related to held for sale units which is included in impairment of real estate investments on its consolidated statements of operations and comprehensive income (loss)
Units classified as held for sale 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 the Company’s consolidated balance sheets. Real estate assets classified as held for sale generally represent assets that are actively marketed or contracted for sale with the closing expected to occur within one year.
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Note 5 - Investments in Real Estate
As of March 31, 2026, the Company held eighteen consolidated investments and five preferred equity investments. The following tables provide summary information regarding the Company’s consolidated investments and preferred equity investments.
Consolidated Investments
Number of
Ownership
Operating Investment Name
Location / Market
Units (1)
Interest
Residential Communities
Allure at Southpark
Charlotte, NC
350
98
%
Amira at Westly
Tampa, FL
408
(2)
Avenue at Timberlin Park
Jacksonville, FL
200
100
%
District at Parkview (3)
Stone Mountain, GA
264
55
%
Skytop Apartments
Cincinnati, OH
361
(2)
Southern Pines Reserve (3)
Aberdeen, NC
272
8
%
Villas at Huffmeister
Houston, TX
294
95
%
Wayford at Concord
Concord, NC
150
83
%
Yauger Park Villas
Olympia, WA
80
95
%
Total Residential Communities Units
2,379
Scattered Single-Family Homes
Ballast
AZ / CO / WA
74
95
%
Golden Pacific
IN / KS / MO
142
97
%
ILE
TX / SE US
425
95
%
Indy-Springfield
IN / MO
298
100
%
Peak JV 2
Various / TX
520
100
%
Savannah-84
Savannah, GA
84
100
%
Total Scattered Single-Family Homes
1,543
Total Operating Units
3,922
Development / Lease-up Investment Name
Residential Communities
Abode Wendell Falls (4)
Wendell, NC
170
100
%
Harmony at Clear Creek (4)
Shawnee, KS
188
85
%
Parkside at Summers Corner (5)
Summerville, SC
22
100
%
Total Development Units
380
Total Units
4,302
(1) Total number of units includes an aggregate of 58 units classified as held for sale, with such units included in the following portfolios: 19 units of Ballast, 22 units of Golden Pacific, 1 unit of ILE, 12 units of Indy-Springfield, and 4 units of Peak JV 2.
(2) Amira at Westly and Skytop Apartments are held through the Company’s DST Program (refer to Note 9 for further information). The Amira at Westly DST and Skytop Apartments DST have been fully subscribed with equity from individual investors.
(3) District at Parkview and Southern Pines Reserve are held through the Company’s DST Program.
(4) Represents a development project with no units delivered as of March 31, 2026.
(5) Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed. Of the total 100 units that the Company has committed to acquire, 22 units had been acquired as of March 31, 2026.
Depreciation expense was $ 7.3 million and $ 5.6 million for the three months ended March 31, 2026 and 2025, respectively.
Intangibles related to the Company’s consolidated investments in real estate consist of the value of in-place leases. Amortization expense related to the in-place leases was $ 1.5 million and $ 1.9 million for the three months ended March 31, 2026 and 2025, respectively.
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Preferred Equity Investments
Actual /
Planned
Number of
Development Investment Name
Location
Units
Archer at RiverBlue
Asheville, NC
245
Canvas at Wildwood
Wildwood, FL
224
River Ford
Brunswick, GA
170
Sanford Marketplace
Sanford, NC
300
Total Development Units
939
Operating Investment Name (1)
Wayford at Innovation Park
Charlotte, NC
210
Total Operating Units
210
Total Units
1,149
(1)
Operating investment represents a stabilized operating property.
Note 6 – Notes and Interest Receivable
At March 31, 2026 and December 31, 2025, the Company held no loan investments and there were no outstanding interest receivable amounts due to the Company.
Allowance for Credit Losses
The allowance for credit losses of the Company’s loan investments at December 31, 2025 is summarized in the table below (amounts in thousands). The Company had no allowance for credit loss activity on loan investments during the period ended March 31, 2026.
December 31,
2025
Beginning balance, net as of January 1, 2025
$
103
Recovery of credit losses on pool of assets, net (1)
( 103 )
Allowance for credit losses, net, end of period
$
—
(1)
Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets. The recovery of credit losses during the year ended December 31, 2025 was attributable to the removal of the two remaining investments from the pool of assets.
Following is a summary of the interest income from loan investments for the three months ended March 31, 2025 (amounts in thousands). The Company did no t record any interest income from loan investments during the three months ended March 31, 2026 as it held no loan investments during this period.
Three Months Ended
March 31,
Investment Name
2025
Wayford at Pringle (1)
$
327
Willow Park (1)
176
Total
$
503
(1) In February and May 2025, the Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, respectively, including any accrued but unpaid interest amounts.
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Note 7 – Investment in Unconsolidated Real Estate Fund
At March 31, 2026, the Company, through a wholly-owned subsidiary of the Operating Partnership, had one investment in an unconsolidated real estate fund which is accounted for under the equity method. The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in share of net earnings of equity method investment on its consolidated statements of operations and comprehensive income (loss).
The carrying amount and ownership percentage of the Company’s investment in the unconsolidated real estate fund at March 31, 2026 and December 31, 2025 is summarized below (amounts in thousands).
March 31, 2026
December 31, 2025
Company Ownership
Company Ownership
Investment Name
Percentage (1)
Carrying Value
Percentage (1)
Carrying Value
Marble Capital Income and Impact Fund, LP (2)
11.4
%
$
25,778
11.6
%
$
25,692
Total
25,778
25,692
(1) Represents the Company’s ownership percentage at March 31, 2026 and at December 31, 2025.
(2) The Company accounts for its investment in the Marble Capital Income and Impact Fund, LP under the equity method as the Company considers its degree of influence to be significant.
Summary combined financial information for the Company’s investment in the unconsolidated real estate fund at December 31, 2025, and for the three months and year ended December 31, 2025, is summarized below (amounts in thousands):
December 31,
Balance Sheet
2025
Investments
$
220,051
Cash and cash equivalents
7,359
Receivables and other assets
3,072
Total assets
$
230,482
Liabilities
$
10,394
Partners’ capital
219,985
Non-controlling interest
103
Total liabilities and partners’ capital
$
230,482
Three Months Ended
Year Ended
Operating Statement
December 31, 2025
December 31, 2025
Investment income
$
2,702
$
10,769
Expenses
( 589 )
( 2,107 )
Net investment income
2,113
8,662
Net unrealized gain on investments
939
8,713
Net increase in partners’ capital
$
3,052
$
17,375
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Note 8 – Preferred Equity Investments
At March 31, 2026, the Company, through wholly-owned subsidiaries of the Operating Partnership, had entered into five joint venture agreements for preferred equity investments which are classified as available-for-sale debt securities. The Company earns a fixed return on these investments which is included within income from preferred equity investments on its consolidated statements of operations and comprehensive income (loss). Each joint venture’s purpose is to develop or operate a portfolio of residential units.
The carrying amount of the Company’s preferred equity investments at March 31, 2026 and December 31, 2025 is summarized in the table below (amounts in thousands):
March 31,
December 31,
Investment Name
2026
2025
Archer at RiverBlue
$
1,284
$
—
Canvas at Wildwood
12,488
9,862
River Ford
5,695
5,391
Sanford Marketplace
8,581
5,044
Wayford at Innovation Park
15,400
15,400
Total
$
43,448
$
35,697
Gross unrealized gain, net
129
41
Total, net
$
43,577
$
35,738
The following table summarizes the net carrying amount and fair value of the Company’s preferred equity investments, which are classified as available-for-sale debt securities, by contractual maturity at March 31, 2026 (amounts in thousands):
Available-for-sale
Net carrying amount
Fair value
Due within one year
$
21,093
$
21,093
Due after one year through three years
21,194
21,194
Due after three years
1,290
1,290
Total
$
43,577
$
43,577
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The following table summarizes the Company’s income from preferred equity investments for the three months ended March 31, 2026 and 2025 (amounts in thousands):
Three Months Ended March 31,
Investment Name
2026
2025
Archer at RiverBlue
$
3
$
—
Canvas at Wildwood
479
112
Chandler (1)
—
506
Indigo Cove (2)
—
180
River Ford
280
184
Sanford Marketplace
265
—
The Cottages at Myrtle Beach (1)
—
649
The Cottages of Port St. Lucie (1)
—
681
Wayford at Innovation Park
504
458
Wayford at Pringle (2)
—
340
Total income from preferred equity investments (3)
$
1,531
$
3,110
(1) The Company’s preferred equity investments were fully redeemed in 2025 as follows: Chandler in November, The Cottages at Myrtle Beach in April, and The Cottages of Port St. Lucie in July.
(2) In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold.
(3) Total income from preferred equity investments includes both current and accrued income amounts. For the three months ended March 31, 2026 and 2025, the accrued portion of the total income was $ 1.5 million and $ 2.9 million, respectively. At March 31, 2026 and December 31, 2025, the Company had $ 9.4 million and $ 7.9 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net on its consolidated balance sheets.
Preferred Equity Investment Summary
In February 2026, the Company increased its original capital commitment for preferred equity interests in Canvas at Wildwood by $ 1.5 million, increasing its total investment to $ 16.1 million. As of March 31, 2026, the Company had funded $ 28.0 million of its $ 48.8 million aggregate commitment to fund capital for preferred equity interests in Archer at RiverBlue, Canvas at Wildwood, River Ford, and Sanford Marketplace.
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Note 9 – DST Program
The Company has a program (collectively, the “DST Program”) through which it raises capital in private placement offerings of beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (each, a “DST Property”). Each DST Property is leased-back by a wholly-owned subsidiary of the Operating Partnership on a long-term basis through a master lease agreement. The master lease agreement is partially guaranteed by the Operating Partnership in the form of a demand note capitalizing the lessee. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the DST from the investors in exchange for OP Units or cash commencing two years after full syndication. As the Company is the primary beneficiary of the DST Property for financial reporting purposes, the Company consolidates the DST Property and operations in its financial statements.
Under the master lease, a wholly-owned indirect subsidiary of the Operating Partnership is responsible for subleasing the property to tenants, paying certain underlying costs associated with operating the property, and remitting rent to the DST that owns such property.
The following table summarizes the Company’s offerings in its DST Program at March 31, 2026 (amounts in thousands):
Net Offering Proceeds
Investment
Location
Raised
Net Real Estate Investments
Amira at Westly (1)
Tampa, FL
$
59,812
$
101,382
District at Parkview (2)
Stone Mountain, GA
7,021
67,186
Skytop Apartments (1)
Cincinnati, OH
41,117
82,921
Southern Pines Reserve
Aberdeen, NC
31,430
56,467
Total
$
139,380
$
307,956
(1) The Amira at Westly DST and Skytop Apartments DST have been fully subscribed with equity from individual investors.
(2) District at Parkview was acquired in December 2025.
Note 10— Revolving Credit Facilities
KeyBank Credit Facility
In October 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program. The KeyBank Credit Facility provides for a revolving loan with a maximum commitment amount of $ 50 million. The Company has provided a guarantee on any outstanding balance and up to the full commitment and has pledged interests in certain assets as collateral. Borrowings under the KeyBank Credit Facility bear interest per annum, at the Company’s option, at SOFR (Daily Simple or Term) plus 3.60 % or the base rate plus 2.50 % (base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50 %, and (iii) Adjusted Term SOFR for a one-month interest period plus 1.00 %), and borrowings can be prepaid without premium or penalty. The Company pays a fee on the unused portion of the KeyBank Credit Facility at an annual rate of 0.30 %. The KeyBank Credit Facility matures on October 25, 2026 and contains certain financial and operating covenants, including maximum leverage ratio, minimum debt service coverage ratio and minimum tangible net worth. At March 31, 2026 and December 31, 2025, the Company had no outstanding balance on the KeyBank Credit Facility.
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Note 11 – Mortgages Payable
The following table summarizes certain information at March 31, 2026 and December 31, 2025 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):
Outstanding Principal
As of March 31, 2026
March 31,
December 31,
Interest-only
Property
2026
2025
Interest Rate
through date
Maturity Date
Fixed Rate:
Allure at Southpark
$
55,166
$
55,166
5.58
%
Interest-only
January 1, 2030
Amira at Westly
56,650
56,650
4.81
%
Interest-only
November 1, 2034
Avenue at Timberlin Park
23,660
23,660
5.47
%
August 2027
August 1, 2029
District at Parkview
38,625
38,625
5.18
%
Interest-only
January 1, 2036
ILE (1)
17,995
23,096
4.30
%
(2)
(1)
Skytop Apartments
57,525
57,525
4.98
%
Interest-only
October 1, 2035
Southern Pines Reserve
30,739
30,739
5.13
%
Interest-only
May 1, 2035
Villas at Huffmeister
26,713
26,846
3.56
%
(2)
October 1, 2029
Yauger Park Villas (3)
13,634
13,720
4.86
%
(2)
April 1, 2026
Total Fixed Rate
$
320,707
$
326,027
Floating Rate:
DB Loan (4)
$
55,000
$
60,000
5.45
%
Interest-only
October 4, 2027
Harmony at Clear Creek (5)
1
1
6.83
%
Interest-only
September 30, 2028
ILE (6)
19,838
21,782
6.52
%
Interest-only
October 1, 2027
Wayford at Concord (7)
32,973
32,973
4.73
%
May 2027
May 1, 2029
Total Floating Rate
$
107,812
$
114,756
Total
$
428,519
$
440,783
Fair value adjustments
( 1,994 )
( 2,075 )
Deferred financing costs, net
( 9,715 )
( 10,316 )
Total mortgages payable
$
416,810
$
428,392
(1)
ILE’s fixed rate debt represents the aggregate debt outstanding across two separate credit agreements. Of the outstanding balance, one credit agreement (“CA1”) has a balance of $ 13.6 million at a fixed rate of 3.75 %, and the second credit agreement (“CA2”) has a balance of $ 4.4 million at a fixed rate of 6.00 %. CA2 bears interest at a floating rate that is subject to an interest rate swap to effectuate a fixed rate; refer to Note 13 for further information. CA1 matures in 2026; CA2 matures in 2028. The ILE credit agreements contain certain financial and operating covenants, including minimum liquidity and minimum debt service coverage.
(2)
The loan requires monthly payments of principal and interest.
(3)
The principal balance includes a $ 9.4 million senior loan at a fixed rate of 4.81 % and a $ 4.2 million supplemental loan at a fixed rate of 4.96 %. On April 1, 2026, the Company entered into a new floating rate loan and paid off the previous fixed rate senior and supplemental loans.
(4)
The Deutsche Bank loan (“DB Loan”) bears interest at one-month Term SOFR plus 2.95 %. In March 2026, the one-month Term SOFR was 3.67 %. The Term SOFR rate is subject to a 2.50 % rate cap through April 2026; refer to Note 13 for further information. The DB Loan contains certain financial and operating covenants, including maximum leverage, minimum debt yield and minimum debt service coverage.
(5)
Represents a construction loan with a maximum commitment of $ 46.5 million. At March 31, 2026, a negligible amount was drawn on the loan.
(6)
The ILE loan bears interest at one-month Term SOFR plus 2.85 %, subject to a 6.50 % rate floor, and contains a minimum debt service coverage covenant. In March 2026, the one-month Term SOFR was 3.67 %.
(7)
The Wayford at Concord loan bears interest at the 30-day average SOFR plus 2.23 %. In March 2026, the 30-day average SOFR was 3.67 %. SOFR rate is subject to a 2.50 % rate cap through April 2027; refer to Note 13 for further information.
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Deferred financing costs
Costs incurred in obtaining long-term financing are amortized on a straight-line basis to interest expense over the terms of the related financing agreements, as applicable, which approximates the effective interest method. Amortization of deferred financing costs, including amounts related to the revolving credit facility (refer to Note 10 for further information), for the three months ended March 31, 2026 and 2025 was $ 0.7 million and $ 0.7 million, respectively.
Fair value adjustments of debt
The Company records a fair value adjustment based upon the fair value of the loans on the date they were assumed in conjunction with acquisitions. The fair value adjustments are being amortized to interest expense over the remaining life of the loans. Amortization of fair value adjustments for the three months ended March 31, 2026 and 2025 was $0.1 million and $0.1 million, respectively.
Loss on Extinguishment of Debt and Debt Modification Costs
Upon repayment of or in conjunction with a material change (i.e., a 10% or greater difference in the cash flows between instruments) in the terms of an underlying debt agreement, the Company writes-off any unamortized deferred financing costs and fair market value adjustments related to the original debt that was extinguished. Prepayment penalties incurred on the early repayment of debt and costs incurred in a debt modification that are not capitalized would also be included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations and comprehensive income (loss). The Company had a negligible amount of loss on extinguishment of debt and no debt modification costs during the three months ended March 31, 2026 and 2025.
Debt maturities
The following table summarizes the Company’s contractual principal payments of its borrowings at March 31, 2026 for the five subsequent years and thereafter (amounts in thousands):
Year
Total
2026 (April 1 – December 31)
$
27,716
2027
75,945
2028
5,703
2029
80,450
2030
55,166
Thereafter
183,539
$
428,519
Add: Unamortized fair value debt adjustment
( 1,994 )
Subtract: Deferred financing costs, net
( 9,715 )
Total
$
416,810
The net book value of real estate assets providing collateral for these above borrowings was $ 770.1 million at March 31, 2026.
The mortgage loans encumbering the Company’s properties are nonrecourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, the Company or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses. The mortgage loans have a period where a prepayment fee or yield maintenance would be required.
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Note 12 – Fair Value of Financial Instruments
Fair Value Measurements
For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions; preference is given to observable inputs. In accordance with GAAP and as defined in ASC Topic 820: Fair Value Measurement, these two types of inputs create the following fair value hierarchy:
● Level 1: Quoted prices for identical instruments in active markets
● Level 2:
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable
● Level 3: Significant inputs to the valuation model are unobservable
If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value.
Fair Value of Financial Instruments
At March 31, 2026 and December 31, 2025, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due from and due to affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly liquid nature and/or short-term maturities and are classified in Level 1 of the fair value hierarchy. The carrying values of notes receivable approximate fair value because stated interest rate terms are consistent with interest rate terms on new deals with similar leverage and risk profiles. The fair values of notes receivable are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.
At March 31, 2026 and December 31, 2025, the fair value of the Marble Fund is based upon the net asset value reported within the Marble Fund’s financial information. This financial information represents market prices within an inactive market as the Marble Fund prices units based on the net asset value of the fund. Entrants to the fund are priced based upon the current net asset value of the fund at the time of investment. As such, the carrying value of the Marble Fund approximates fair value, and the financial information used to determine the fair value of the Company’s investment in the Marble Fund represents market-corroborated inputs of the asset, which is considered a Level 2 input within the fair value hierarchy. Refer to Note 7 for further information on the Marble Fund.
At March 31, 2026 and December 31, 2025, based on the discounted amount of future cash flows using rates currently available to the Company for similar liabilities, the fair value of the Company’s mortgages payable is estimated at $ 422.1 million and $ 436.4 million, respectively, compared to the carrying amounts, before adjustments for deferred financing costs, net, of $ 426.5 million and $ 438.7 million, respectively. The fair value of mortgages payable is estimated based on interest rates obtained from a third party for similar types of borrowing arrangements and accordingly, the fair value of mortgages payable is classified in Level 2 of the fair value hierarchy.
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The carrying values and fair values of the Company’s financial instruments recorded at fair value on a recurring basis at March 31, 2026 and December 31, 2025 are summarized in the table below (amounts in thousands):
March 31, 2026
December 31, 2025
Carrying Value
Fair Value
Carrying Value
Fair Value
Assets
Preferred equity investments (1)
Level 3
$
43,577
$
43,577
$
35,738
$
35,738
Derivative financial instruments (2)
Level 2
514
514
679
679
(1)
Represents the Company’s preferred equity investments which are classified as available-for-sale (“AFS”) debt securities (refer to Note 8 for further information). The Company measures the fair value of its AFS preferred equity investments utilizing observable and unobservable market inputs. The observable market inputs include recent transactions and broker quotes (“market data”). However, given the implied price dispersion amongst the market data, the fair value determination for the AFS preferred equity investments has also utilized significant unobservable inputs in discounted cash flow models based on recent performance of the collateral, the underlying collateral characteristics, industry trends as well as expectations of macroeconomic events. At each measurement date, the Company considers both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs, the fair values of AFS preferred equity investments are classified in Level 3 of the fair value hierarchy.
(2)
The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair value of interest rate caps is determined using the market-standard methodology of discounting the future expected cash receipts which would occur if floating interest rates rise above the strike rate of the caps. The floating interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy.
The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three months ended March 31, 2026 and 2025 are summarized in the table below (amounts in thousands). The units classified as held for sale are all reported in the Company’s scattered single-family homes segment.
Three Months Ended
March 31,
Investment in operating units classified as held for sale (Level 3)
2026
2025
Pre-impairment amount
$
5,470
$
1,652
Total impairments (1)
( 601 )
( 124 )
Fair value (2)
$
4,869
$
1,528
(1)
Impairment amounts are included in impairment of real estate investments on the Company’s consolidated statements of operations and comprehensive income (loss).
(2)
Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets. The estimated fair value is based on historical sales experience, discussions with third-party brokers, and current market conditions.
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Fair Value Measurements on a Nonrecurring Basis
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its operating real estate and related intangible assets may not be recoverable. If the Company does not believe that it will be able to recover the carrying value of operating real estate and related intangible assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets. Fair value is determined by using valuation techniques appropriate to the specific operating asset, which may include discounted cash flow analysis or a broker’s opinion of value. These valuation methods utilize inputs that fall within Level 3 of the fair value hierarchy. No impairment losses on operating real estate and related intangible assets were recorded during the three months ended March 31, 2026 and 2025.
Note 13 – Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings.
The Company’s objectives in using interest rate derivative financial instruments are to add stability to interest expense and to manage the Company’s exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate caps and swaps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The Company has not designated any of the interest rate derivatives as hedges. Although these derivative financial instruments were not designated or did not qualify for hedge accounting, the Company believes the derivative financial instruments mitigate increases in interest rates. The Company does not use derivative financial instruments for trading or speculative purposes.
At March 31, 2026, the Company had interest rate caps and swaps which effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying interest rate for $ 92.4 million of the Company’s debt. The following table summarizes the Company’s derivative financial instruments at March 31, 2026 ($ in thousands):
Interest Rate Caps
Interest Rate Swaps
Notional balance
$
139,493
$
4,380
Number of instruments
3
1
Earliest maturity date (1)
May 2026
August 2028
Latest maturity date
October 2027
August 2028
(1) In April 2026, the Company executed a new interest rate cap agreement associated with the DB loan (refer to Note 11 for more information). The new agreement became effective upon the expiration of the prior rate cap in May 2026. The new rate cap provides for a notional amount of $ 55.0 million and carries a maturity date of May 2027.
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The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at March 31, 2026 and December 31, 2025 (amounts in thousands):
Derivatives not designated as hedging
Fair Values of Derivative Instruments
instruments under ASC 815-20
Balance Sheet Location
March 31, 2026
December 31, 2025
Interest rate caps
Accounts receivable, prepaids and other assets, net
$
474
$
616
Interest rate swaps
Accounts receivable, prepaids and other assets, net
40
63
The table below presents the classification and effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2026 and 2025 (amounts in thousands):
The Effect of Derivative Instruments
on the Statements of Operations and Comprehensive Income (Loss)
Derivatives not designated as hedging
Location of Loss
Three Months Ended March 31,
instruments under ASC 815-20
Recognized in Income
2026
2025
Interest rate caps
Interest expense, net
$
( 141 )
$
( 637 )
Interest rate swaps
Interest expense, net
( 23 )
( 141 )
Note 14 – Related Party Transactions
Management Agreement with the Manager
In October 2022, the Company entered into a management agreement (the “Management Agreement”) with the Operating Partnership and Bluerock Homes Manager, LLC (the “Manager”) pursuant to which the Manager provides for the day-to-day management of the Company’s operations. Pursuant to the terms of the Management Agreement, the Manager provides the Company with a management team and appropriate support personnel to provide such management services to the Company. The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directors (the “Board”). Specifically, the Manager is responsible for (i) the selection, purchase and sale of the Company’s portfolio investments, (ii) the Company’s financing activities, and (iii) providing the Company with advisory services, in each case in conformity with the investment guidelines and other policies approved and monitored by its Board. The Management Agreement expires on October 6, 2026 and will be automatically renewed for a one-year term on each anniversary date thereafter unless earlier terminated or not renewed in accordance with the terms thereof.
The Company pays the Manager a base management fee (the “base management fee”) in an amount equal to 1.50 % of the Company’s New Stockholders’ Equity (as defined in the Management Agreement) per year, as well as an incentive fee (the “incentive fee”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears. The Company is required to reimburse the Manager for certain expenses and pay all operating expenses (the “operating expense reimbursement”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears, except those specifically required to be borne by the Manager under the Management Agreement. The Management Agreement provides that (i) the base management fee shall be paid in cash unless there is an agreement between the Board and the Manager to pay all or a portion of the base management fee in C-LTIP Units, and (ii) the operating expense reimbursement remains payable either in cash or C-LTIP Units, at the discretion of the Board. The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the average of the closing prices of the Class A common stock for the five business days prior to issuance.
For the three months ended March 31, 2026, the Company recorded a base management fee of $ 2.7 million, of which $ 0.2 million shall be paid in C-LTIP Units with the remainder paid in cash. For the three months ended March 31, 2025, the Company recorded a base management fee of $ 2.5 million, of which $ 0.2 million was paid in C-LTIP Units with the remainder paid in cash. There have been no incentive fee expenses incurred during 2026 or the year ended December 31, 2025.
For the three months ended March 31, 2026 and 2025, the Company recorded (i) operating expense reimbursements of $ 1.0 million and $ 1.0 million, respectively, and (ii) direct expense reimbursements of $ 0.1 million and $ 0.1 million, respectively. Both the operating and direct expense reimbursements were, or shall be, paid in cash to the Manager and recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).
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The table below presents the related party amounts payable to the Manager at March 31, 2026 and December 31, 2025 pursuant to the terms of the Management Agreement (amounts in thousands). The Company records these payables in due to affiliates on its consolidated balance sheets.
March 31,
December 31,
Amounts payable to the Manager under the Management Agreement
2026
2025
Base management fee
$
2,688
$
2,682
Operating and direct expense reimbursements
1,092
1,206
Offering expense reimbursements
47
97
Total amounts payable to the Manager
$
3,827
$
3,985
DST Program
Acquisition Fees
The Company, through consolidated subsidiaries associated with its DST Program, incurs a one-time acquisition fee for each DST private placement offering. The Company did not incur any one-time acquisition fees during the three months ended March 31, 2026 and 2025 as it did not acquire any properties associated with its DST Program during these periods. Refer to Note 9 for further information on the Company’s DST Program.
Asset Management Fees
The Company engaged a related party as the DST asset manager to provide certain management services and oversee the performance of the property manager. The Company has agreed to pay an asset management fee equal to a stated percentage per annum of the purchase price of each property in the DST Program. During the three months ended March 31, 2026 and 2025, the Company incurred asset management fees related to the DST Program of $ 0.2 million and $ 0.05 million, respectively, which are recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income (loss).
The table below presents amounts payable to related parties at March 31, 2026 and December 31, 2025 (amounts in thousands) related to the Company’s DST Program. The Company records these payables in due to affiliates on its consolidated balance sheets.
Amounts payable to related parties – DST Program
March 31, 2026
December 31, 2025
One-time acquisition fees
$
3,080
$
5,293
Asset management fees
429
317
Total amounts payable to related parties – DST Program
$
3,509
$
5,610
District at Parkview DST
In December 2025, the Company, through a DST, acquired District at Parkview to be included in its DST Program. The purchase price of $ 66.6 million was funded with (i) a $ 38.6 million senior loan secured by District at Parkview, (ii) cash of $ 21.3 million funded by the Company, and (iii) cash of $ 9.7 million funded by Bluerock Real Estate Holdings, LLC, an affiliate of the Manager, with amounts inclusive of certain adjustments typical in such real estate transactions.
Unconsolidated Real Estate Fund
The Company’s investment in the Marble Fund, which is an unconsolidated real estate fund (refer to Note 7 for further information), is accounted for under the equity method as the Company considers its degree of influence to be significant. As such, the Company’s investment in the Marble Fund is considered a related party investment. The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in share of net earnings of equity method investment on its consolidated statements of operations and comprehensive income (loss). At March 31, 2026 and December 31, 2025, the Company had $ 0.2 million and $ 0.2 million, respectively, of related party amounts payable to the Marble Fund pertaining to carried interest. The Company records these payables in due to affiliates on its consolidated balance sheets.
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Leasehold Cost-Sharing Agreement with Bluerock Real Estate Holdings, LLC
In connection with a new lease on the Company’s New York (Manhattan) headquarters, effective May 2024, the Company and an unaffiliated third-party landlord entered into a lease for separate corporate space (the “NY Premises Lease”) located at 919 Third Avenue, New York, New York (the “NY Premises”). The NY Premises Lease commenced in November 2024 when the landlord made the NY Premises available to the Company to begin its own alterations and improvements. With respect to the NY Premises, the Company and Bluerock Real Estate Holdings, LLC (“BREH”), which is an affiliate of the Manager, entered into a leasehold cost-sharing agreement (the “Leasehold Cost-Sharing Agreement”) to provide for the allocation and sharing between BREH and the Company of the costs thereunder, including costs associated with tenant improvements. BREH and certain of its respective subsidiaries and/or affiliates will share occupancy of the NY Premises. Under the Leasehold Cost-Sharing Agreement, if there is a change in control of either BREH or the Company, the allocation of costs under the Leasehold Cost-Sharing Agreement shall be modified to thereafter allocate such costs based on the average of the cost-sharing percentages between BREH and the Company over the four most recently-completed calendar quarters immediately preceding the change in control date (or shall be the average cost-sharing percentages over such shorter period, if the change in control occurs earlier than the completion of four calendar quarters). Under the NY Premises Lease, the Company, through its Operating Partnership, issued a payment of approximately $ 450,000 as a security deposit. Payment by BREH of any amounts payable under the Leasehold Cost-Sharing Agreement to the Company will be made in cash.
The table below presents the related party amounts receivable from BREH at March 31, 2026 and December 31, 2025 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands). The Company records these receivables in due from affiliates on its consolidated balance sheets.
Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement
March 31, 2026
December 31, 2025
Capital improvement cost reimbursements
$
599
$
621
Operating and direct expense reimbursements
34
32
Total amounts receivable from BREH
$
633
$
653
At March 31, 2026 and December 31, 2025, the Company had no other receivables due from any related parties.
Harmony at Clear Creek Development
In 2025, the Company entered into a joint venture agreement with an unaffiliated third party (the “Harmony JV”) to develop Harmony at Clear Creek, an approximately 188 -unit residential community located in Shawnee, Kansas. Separately, the Harmony JV entered into a joint venture agreement with BTR Preferred Investments, LLC (“BTR Preferred”), an entity that includes an affiliate of the Manager, in which BTR Preferred committed to fund up to $ 16.8 million of preferred equity interests in the Harmony at Clear Creek development. At March 31, 2026, BTR Preferred had no t funded any of the committed amount.
Archer at RiverBlue
In December 2025, the Company entered into a joint venture agreement with two unaffiliated third parties to develop Archer at RiverBlue, an approximately 245 -unit residential community located in Asheville, North Carolina. The Company and one joint venture partner will each hold preferred equity interests in Archer at RiverBlue, and the remaining joint venture partner will hold the common equity interests. Per the terms of the joint venture agreement, the common equity partner is obligated to pay a facilitation fee in an amount equal to $ 0.6 million to Bluerock Enterprise Holdings, LP, an affiliate of the Manager, for consulting services to be provided to the common equity partner.
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Selling Commissions and Dealer Manager Fees
The Company engaged Bluerock Capital Markets, LLC, an affiliate of the Manager, as dealer manager for offerings in its DST Program, the offering of its Series B Preferred Stock, and previous offering of its Series A Preferred Stock (refer to Note 15 for further information on the Company’s preferred stock offerings). For offerings in its DST Program, the Company pays up to 8.65 % of the gross offering proceeds from the offerings as selling commissions and dealer manager fees. The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers. For its offering of Series B Preferred Stock and its previous offering of Series A Preferred Stock (refer to Note 15 for further information), the Company pays up to 10 % of the gross offering proceeds from the offering as selling commissions and dealer manager fees. The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers and incurs costs in excess of the 10 %, which costs are borne by the dealer manager without reimbursement by the Company. For the three months ended March 31, 2026 and related to the offering of its Series B Preferred Stock, the Company incurred $ 0.2 million in selling commissions and discounts and $ 0.1 million in dealer manager fees and discounts. For the three months ended March 31, 2026 and related to the previous offering of its Series A Preferred Stock, the Company incurred $ 0.3 million in selling commissions and discounts and $ 0.1 million in dealer manager fees and discounts. In addition, the Manager was, or shall be, reimbursed by the Company for offering costs of $ 0.1 million and $ 0.1 million in conjunction with the offering of its Series B Preferred Stock and previous offering of its Series A Preferred Stock, respectively, during the three months ended March 31, 2026. The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering.
Note 15 – Stockholders’ Equity and Redeemable Preferred Stock
Net Loss Per Common Share
Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period. Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock and LTIP Units.
The Company considers the requirements of the two-class method when preparing earnings per share. The Company has two classes of common stock outstanding: Class A common stock, $ 0.01 par value per share, and Class C common stock, $ 0.01 par value per share. Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one -for- one basis.
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The following table reconciles the components of basic and diluted net loss per common share for the three months ended March 31, 2026 and 2025 (amounts in thousands, except share and per share amounts):
Three Months Ended
March 31,
2026
2025
Net loss
$
( 10,297 )
$
( 7,330 )
Less preferred stock dividends
( 2,609 )
( 2,010 )
Less preferred stock accretion
( 993 )
( 523 )
Less dividends on restricted stock and LTIP Units expected to vest
( 58 )
( 62 )
Addback net loss attributable to noncontrolling interests
10,466
7,334
Net loss attributable to common stockholders
$
( 3,491 )
$
( 2,591 )
Weighted average common shares outstanding (1)
3,898,102
3,864,622
Potential dilutive shares (2)
—
—
Weighted average common shares outstanding and potential dilutive shares (1)
3,898,102
3,864,622
Net loss per common share, basic
$
( 0.90 )
$
( 0.67 )
Net loss per common share, diluted
$
( 0.90 )
$
( 0.67 )
(1)
Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.
(2)
For the three months ended March 31, 2026 and 2025, the diluted shares calculations exclude the following as the effects are antidilutive: (i) potential vesting of restricted Class A common stock of 30,041 shares and 3,607 shares, respectively, (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 14,111,462 shares and 9,135,723 shares, respectively, and (iii) potential conversion of the Series B Preferred Stock into Class A common stock of 63,793 shares and zero shares, respectively.
The effect of the conversion of OP Units, which are exchangeable for Class A common stock on a one-for-one basis, and LTIP Units are not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common stock on a one-for-one basis. The income allocable to OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these OP Units would have no net impact on the determination of diluted earnings per share.
Series A Redeemable Preferred Stock
In 2023, the Company filed a prospectus supplement to the registration statement on Form S-11 (File No. 333-269415) (the “2023 Registration Statement”) offering a maximum of 20,000,000 shares of 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $ 25.00 per share (the “Stated Value”), for a maximum offering amount of $ 500 million in Series A Preferred Stock (the “Series A Preferred Offering”).
On March 20, 2026, the Company made the final issuance of Series A Preferred Stock pursuant to the Series A Preferred Offering, and on March 31, 2026, the SEC declared effective the Company’s post-effective amendment to the 2023 Registration Statement to terminate the effectiveness of the 2023 Registration Statement and remove all unsold shares of Series A Preferred Stock from registration pursuant to the 2023 Registration Statement. The Company issued a total of 6,527,513 shares of Series A Preferred Stock pursuant to the Series A Preferred Offering, with total net proceeds of approximately $ 141.8 million after commissions, dealer manager fees, sales discounts and offering costs.
During the three months ended March 31, 2026, the Company issued 190,200 shares of Series A Preferred Stock pursuant to the Series A Preferred Offering with net proceeds of approximately $ 4.2 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series A Preferred Stock. Additionally, as of March 31, 2026, the Company, at the request of holders, had redeemed a total of 10,960 shares of Series A Preferred Stock through the issuance of 18,653 shares of Class A common stock and redeemed a total of 43,490 shares of Series A Preferred Stock for $ 1.0 million in cash.
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At the date of issuance, the carrying amount of the Series A Preferred Stock was less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of March 31, 2026, the Company had recorded a total of $ 5.6 million of accretion related to the Series A Preferred Stock.
Series B Redeemable Preferred Stock
In December 2025, the Company filed a prospectus supplement to the registration statement on Form S-11 (File No. 333-290772) offering a maximum of 14,000,000 shares of 7.5 % Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) at $ 25.00 per share, for a maximum offering amount of $ 350 million in Series B Preferred Stock (the “Series B Preferred Offering”), and on February 20, 2026, the Company made the initial issuances of Series B Preferred Stock pursuant to the Series B Preferred Offering.
As of March 31, 2026, the Company had issued 104,288 shares of Series B Preferred Stock pursuant to the Series B Preferred Offering with net proceeds of approximately $ 1.5 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series B Preferred Stock. As of March 31, 2026, the Company had not redeemed any shares of Series B Preferred Stock.
At the date of issuance, the carrying amount of the Series B Preferred Stock was less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of March 31, 2026, the Company had recorded a total of $ 0.2 million of accretion related to the Series B Preferred Stock.
Class A Common Stock Repurchase Plan
On February 28, 2025, the Board authorized a stock repurchase plan for the repurchase of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock. The repurchase plan had a term of one year and ended in February 2026. The Company made no repurchases of its 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 the Company’s outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act. The repurchase plan has a term of one year and ends on February 28, 2027, and may be discontinued at any time. The extent to which the Company repurchases shares of its Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations. The Company expects that any repurchases of its 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. As of March 31, 2026, no repurchases of Class A common stock had been made by the Company.
Operating Partnership and Long-Term Incentive Plan Units
As of March 31, 2026, limited partners other than the Company owned approximately 69.50 % of the common units of the Operating Partnership ( 7,365,404 OP Units, or 55.44 %, were held by OP Unit holders, and 1,867,211 LTIP Units, or 14.06 %, were held by LTIP Unit holders, including 2.36 % which were not vested as of March 31, 2026). Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one -for-one basis, or, at the Company’s election, redeemable for cash. LTIP Units and C-LTIP Units may be convertible into OP Units under certain conditions and then may be settled in shares of the Company’s Class A common stock or, at the Company’s election, cash.
On February 18, 2026, the Company granted 22,252 C-LTIP Units, or approximately $ 210,000 , to the Manager pursuant to the Management Agreement as partial payment of the total base management fee of $ 2.7 million for the fourth quarter 2025. Such C-LTIP Units were fully vested upon issuance.
In the future, the Operating Partnership may issue OP Units or preferred OP Units from time to time in connection with acquisitions of properties or for financing, compensation or other reasons.
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Equity Incentive Plans
The Company has in effect the Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Individuals (the “Amended Individuals Plan”) and the Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Entities (the “Amended Entities Plan”). Together, the Company refers to the Amended Individuals Plan and the Amended Entities Plan as the “BHM Incentive Plans.” The BHM Incentive Plans provide for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board.
LTIP Unit and Restricted Stock Grants
Under the BHM Incentive Plans, (i) certain of the Manager’s executive management team and personnel who provide services to the Manager were granted LTIP Units and/or shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a three-year period, and (ii) each independent member of the Board was granted LTIP Units in payment of the equity portion of their respective annual retainers, with such LTIP Units fully vested upon issuance.
LTIP Units
On January 1, 2026, the Company 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 and the Company recognized expense of $ 0.3 million based on the fair value at the date of grant, with such expense recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).
The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant. During the three months ended March 31, 2026 and 2025, the Company recognized compensation expense for such LTIP Units of approximately $ 0.7 million and $ 0.7 million, respectively. Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). As of March 31, 2026, there was $ 3.7 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 1.6 years. Once vested, these awards of LTIP Units may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Company’s Class A common stock on a one-for-one basis. The holders of such LTIP Units will be entitled to receive “distribution equivalents” with respect to such LTIP Units, whether or not vested, at the same time distributions are paid to the holders of the Company’s Class A common stock.
Restricted Stock
The Company recognizes compensation expense ratably over the vesting period for time-based RSGs. During the three months ended March 31, 2026 and 2025, the Company recognized compensation expense for RSGs of approximately $ 0.2 million and $ 0.2 million, respectively. Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). As of March 31, 2026, there was $ 1.2 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 1.7 years.
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The Company currently uses authorized and unissued shares to satisfy share award grants.
Distributions
Declaration Date
Record Date
Amount
Paid / Payable Date
Class A common stock
March 11, 2025
December 24, 2025
$
0.125
January 5, 2026
March 10, 2026
March 25, 2026
0.125
April 2, 2026
Class C common stock
March 11, 2025
December 24, 2025
$
0.125
January 5, 2026
March 10, 2026
March 25, 2026
0.125
April 2, 2026
Series A Preferred Stock (1)
October 15, 2025
December 24, 2025
$
0.125
January 5, 2026
January 15, 2026
January 23, 2026
0.125
February 5, 2026
January 15, 2026
February 25, 2026
0.125
March 5, 2026
January 15, 2026
March 25, 2026
0.125
April 2, 2026
Series A Preferred Enhanced Special Dividend (2)
October 15, 2025
December 24, 2025
$
0.010417
January 5, 2026
January 15, 2026
January 23, 2026
0.010417
February 5, 2026
January 15, 2026
February 25, 2026
0.010417
March 5, 2026
January 15, 2026
March 25, 2026
0.010417
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.
A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that the Company 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 the Company’s Class A common stock.
Distributions declared and paid for the three months ended March 31, 2026 were as follows (amounts in thousands):
Distributions
2025
Declared
Paid
First Quarter
Class A common stock
$
506
$
506
Class C common stock
1
1
Series A Preferred Stock (1)
2,595
2,570
Series B Preferred Stock
14
1
OP Units
921
921
LTIP / C-LTIP Units
233
227
Total first quarter
$
4,270
$
4,226
(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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Note 16 – Commitments and Contingencies
The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 20.8 million and $ 27.0 million at March 31, 2026 and December 31, 2025, respectively. In addition, the Company has two consolidated residential communities (Abode Wendell Falls and Harmony at Clear Creek) under construction comprised of an aggregate of 358 units. At March 31, 2026, the Company estimates the remaining costs to complete the construction of these two residential communities to be approximately $ 111.3 million. The Company intends to finance these costs through a combination of available cash, proceeds from construction loans, and preferred equity capital contributions. The Company also committed to acquire an aggregate of 100 residential community units known as Parkside at Summers Corner. The Company expects acquisitions to occur in tranches as construction is completed, and as of March 31, 2026, 78 units remain to be acquired, representing an aggregate purchase price of $ 20.0 million.
The Company is subject to various legal actions and claims arising in the ordinary course of business. Although the outcome of any legal matter cannot be predicted with certainty, management does not believe that any of these legal proceedings or matters will have a material adverse effect on the consolidated financial position or results of operations or liquidity of the Company.
Lessee – Operating Lease
In connection with the Company moving its New York (Manhattan) headquarters, effective May 2024, the Company, as lessee, and an unaffiliated third-party landlord entered into the NY Premises Lease (hereinafter, the “Lease”) for the NY Premises. In accordance with ASC Topic 842 Leases , the Company classifies the Lease as an operating lease, and by way of practical expedient, the Company has elected to account for lease and non-lease (ex. common area maintenance) components of the Lease as a single lease component in its consolidated statements of operations and comprehensive income (loss). The Company recognizes the single lease component on a straight-line basis over the term of the Lease, and expenses that are non-components of the lease, such as real estate taxes for which the Company is not a direct beneficiary of the arrangement, are expensed in the period in which the obligation for those payments are incurred. For the three months ended March 31, 2026 and 2025, the Company recorded $ 0.1 million and $ 0.1 million, respectively, of net rent expense related to the Lease.
Upon commencement of the Lease in November 2024, the Company recorded a right-of-use asset of $ 5.1 million and a lease liability of $ 5.0 million on its consolidated balance sheets. The right-of-use asset is included within accounts receivable, prepaids and other assets, net, and the lease liability is included within other accrued liabilities. In determining the right-of-use asset and lease liability, the discount rate implicit in the Lease was not readily determinable. As such, the Company used a third-party analysis to determine that a discount rate of 7.61 % approximated the incremental borrowing rate that it would incur for a loan that was of a similar term as the Lease and with a similar form of underlying collateral. At March 31, 2026, the remaining right-of-use asset and lease liability balances were $ 4.2 million and $ 4.7 million, respectively, and the remaining Lease term was approximately 5.3 years. In addition, the Company incurred tenant improvement costs related to the renovation and buildout of the NY Premises which are capitalized and included within net real estate investments on the Company’s consolidated balance sheets. Such tenant improvement costs are depreciated on a straight-line basis over the term of the Lease.
The following table summarizes the future minimum lease payments and total operating lease liability as of March 31, 2026 (amounts in thousands):
Year
Total
2026 (April 1 – December 31)
$
803
2027
1,070
2028
1,070
2029
1,070
2030
1,106
Thereafter
667
Total future minimum lease payments (undiscounted cash flows)
$
5,786
Difference between future undiscounted cash flows and discounted cash flows
( 1,052 )
Total operating lease liability
$
4,734
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Note 17 – Segment Information
The Company owns and operates residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. The Company evaluates operating performance on an individual property investment level and based on the investments’ similar economic characteristics. The Company’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer, Chief Investment Officer and Chief Financial Officer. The CODMs’ primary financial measure for operating performance is NOI as it measures the core operations of property performance by excluding corporate level expenses and those other items not related to property operating performance. CODMs are provided financial reports which include an income statement with property revenues, property operating expenses, and property net income. These financial reports assist the CODMs in assessing the Company’s financial performance and in allocating resources appropriately. The Company views its residential real estate assets as two reportable segments consisting of (i) residential communities and (ii) scattered single-family homes. The CODMs do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of the Company’s portfolio of properties/investments.
Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas. In addition, these residential communities typically have onsite property management.
Scattered single-family homes segment includes the ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.
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The following table summarizes NOI by the Company’s reportable segments for the three months ended March 31, 2026 and 2025, and reconciles NOI to net loss attributable to common stockholders on the Company’s statements of operations and comprehensive income (loss) (amounts in thousands):
Three Months Ended March 31,
2026
2025
Rental and other property revenues
Residential communities
$
12,751
$
8,109
Scattered single-family homes
6,950
7,801
Total rental and other property revenues
19,701
15,910
Property operating expenses
Residential communities
5,264
3,502
Scattered single-family homes
3,817
4,150
Total property operating expenses
9,081
7,652
Net operating income
Residential communities
7,487
4,607
Scattered single-family homes
3,133
3,651
Total net operating income
10,620
8,258
Reconciling items:
Interest income from loan investments
—
503
Property management and asset management fee expenses
( 1,571 )
( 1,325 )
General and administrative expenses
( 3,114 )
( 3,057 )
Management fees to related party
( 2,688 )
( 2,540 )
Acquisition and other transaction costs
( 43 )
( 76 )
Weather-related losses, net
( 250 )
—
Impairment of real estate investments
( 601 )
( 124 )
Depreciation and amortization
( 8,858 )
( 7,492 )
Other expense, net
( 882 )
( 59 )
Income from preferred equity investments
1,531
3,110
Share of net earnings of equity method investment
296
—
Recovery of credit losses, net
—
102
Gain on sale of real estate investments, net
584
827
Loss on extinguishment of debt
( 36 )
( 4 )
Interest expense, net
( 6,485 )
( 6,211 )
Interest income
1,276
1,104
Income tax expense
( 76 )
( 346 )
Net loss
( 10,297 )
( 7,330 )
Preferred stock dividends
( 2,609 )
( 2,010 )
Preferred stock accretion
( 993 )
( 523 )
Net loss attributable to noncontrolling interests
10,466
7,334
Net loss attributable to common stockholders
$
( 3,433 )
$
( 2,529 )
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The following table reconciles the Company’s total rental and other property revenues for reportable segments to total revenues on the Company’s consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2026 and 2025 (amounts in thousands):
Three Months Ended March 31,
2026
2025
Revenues
Rental and other property revenues
Residential communities
$
12,751
$
8,109
Scattered single-family homes
6,950
7,801
Total rental and other property revenues
19,701
15,910
Interest income from loan investments
—
503
Total revenues
$
19,701
$
16,413
At March 31, 2026 and December 31, 2025, net real estate assets totaled $ 558.0 million and $ 556.2 million for residential communities, respectively, and $ 288.9 million and $ 311.8 million for scattered single-family homes, respectively.
Note 18 – Subsequent Events
Declaration of Dividends
Declaration Date
Record Date
Amount
Paid / Payable Date
Series A Preferred Stock
April 13, 2026
April 24, 2026
$
0.125
May 5, 2026
April 13, 2026
May 22, 2026
0.125
June 5, 2026
April 13, 2026
June 25, 2026
0.125
July 2, 2026
Series A Preferred Enhanced Special Dividend
April 13, 2026
April 24, 2026
(1)
May 5, 2026
April 13, 2026
May 22, 2026
(1)
June 5, 2026
April 13, 2026
June 25, 2026
(1)
July 2, 2026
Series B Preferred Stock (2)
April 13, 2026
April 24, 2026
$
0.15625
May 5, 2026
April 13, 2026
May 22, 2026
0.15625
June 5, 2026
April 13, 2026
June 25, 2026
0.15625
July 2, 2026
(1) 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.
(2) Holders of record of newly issued 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 B Preferred Stock was outstanding.
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Distributions Paid
The following distributions were declared and/or paid to the Company’s stockholders subsequent to March 31, 2026 (amounts in thousands):
Shares
Declaration Date
Record Date
Date Paid
Distribution per Share
Total Distribution
Class A common stock
March 10, 2026
March 25, 2026
April 2, 2026
$
0.125000
$
506
Class C common stock
March 10, 2026
March 25, 2026
April 2, 2026
0.125000
1
Series A Preferred Stock (1)
January 15, 2026
March 25, 2026
April 2, 2026
0.135417
875
Series B Preferred Stock
January 15, 2026
March 25, 2026
April 2, 2026
0.156250
13
OP Units
March 10, 2026
March 25, 2026
April 2, 2026
0.125000
921
LTIP / C-LTIP Units
March 10, 2026
March 25, 2026
April 2, 2026
0.125000
233
Series A Preferred Stock (1)
April 13, 2026
April 24, 2026
May 5, 2026
0.135417
875
Series B Preferred Stock
April 13, 2026
April 24, 2026
May 5, 2026
0.156250
22
Total
$
3,446
(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.
Parkside at Summers Corner
On April 23, 2026, the Company acquired, with full ownership interest, an additional 10 units at Parkside at Summers Corner located in Summerville, South Carolina for an aggregate purchase price of $ 2.6 million. Units are to be acquired in tranches as construction is completed, and as of the date of this Quarterly Report on Form 10-Q, the Company has acquired 32 of the total 100 units it has committed to purchase.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.