Bluerock Homes Trust, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 85 Table of Contents As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2024, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024 to provide reasonable assurance that information required to be disclosed by us in this report filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of December 31, 2024, the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting, as of December 31, 2024, was effective. Changes in Internal Control over Financial Reporting There has been no change in internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the quarter ended December 31, 2024, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “ Rule 10b5-1 trading arrangement” or a “ non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. ​ 86 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance . The information required by this Item is incorporated by reference from the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024. Item 11. Executive Compensation The information required by this Item is incorporated by reference from the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference from the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this Item is incorporated by reference from the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024. Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated by reference from the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024. PART IV Item 15. Exhibits and Financial Statement Schedules (a) List of Documents Filed. 1. Financial Statements The list of the financial statements filed as part of this Annual Report on Form 10-K is set forth on page F-1 herein. (b) Exhibits. The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto. (c) Financial Statement Schedules. Our consolidated financial statements and supplementary data are included as a separate section in this Annual Report on Form 10-K commencing on page F-1 and are incorporated herein by reference. Item 16. Form 10-K Summary None. ​ 87 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ BLUEROCK HOMES TRUST, INC . ​ Date: March 20, 2025 ​ /s/ R. Ramin Kamfar ​ R. Ramin Kamfar ​ Chief Executive Officer ​ (Principal Executive Officer) ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ BLUEROCK HOMES TRUST, INC . ​ Date: March 20, 2025 ​ /s/ R. Ramin Kamfar ​ R. Ramin Kamfar ​ Chief Executive Officer ​ (Principal Executive Officer) ​ Date: March 20, 2025 ​ /s/ Christopher J. Vohs ​ Christopher J. Vohs ​ Chief Financial Officer and Treasurer ​ (Principal Financial Officer and Principal Accounting Officer) ​ Date: March 20, 2025 ​ /s/ Elizabeth Harrison ​ Elizabeth Harrison ​ Director ​ Date: March 20, 2025 ​ /s/ Kamal Jafarnia ​ Kamal Jafarnia ​ Director ​ Date: March 20, 2025 ​ /s/ I. Bobby Majumder ​ I. Bobby Majumder ​ Director ​ Date: March 20, 2025 ​ /s/ Romano Tio ​ Romano Tio ​ Director ​ ​ ​ 88 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-6 Notes to Consolidated Financial Statements F-7 ​ ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Bluerock Homes Trust, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bluerock Homes Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2021. Southfield, Michigan March 20, 2025 ​ F-2 Table of Contents BLUEROCK HOMES TRUST, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 ASSETS ​ ​ Net real estate investments ​ ​ Land ​ $ 103,713 ​ $ 70,637 Buildings and improvements ​ 580,110 ​ 394,548 Furniture, fixtures and equipment ​ 19,414 ​ 13,277 Construction in process ​ ​ 986 ​ ​ — Total gross operating real estate investments ​ 704,223 ​ 478,462 Accumulated depreciation ​ ( 42,410 ) ​ ( 32,452 ) Total net operating real estate investments ​ 661,813 ​ 446,010 Operating real estate held for sale, net ​ ​ 21,815 ​ ​ 18,890 Total Net Real Estate Investments ​ ​ 683,628 ​ ​ 464,900 Cash and cash equivalents ​ 115,209 ​ 80,163 Restricted cash ​ 16,032 ​ ​ 6,221 Notes and accrued interest receivable, net ​ 32,067 ​ 17,797 Accounts receivable, prepaids and other assets, net ​ 34,575 ​ 21,383 Preferred equity investments, net ​ ​ 81,668 ​ ​ 81,156 In-place lease intangible assets, net ​ ​ 2,749 ​ ​ — Due from affiliates ​ ​ 1,049 ​ ​ — Non-real estate assets associated with operating real estate held for sale ​ 16 ​ — TOTAL ASSETS ​ $ 966,993 ​ $ 671,620 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ Mortgages payable ​ $ 252,782 ​ $ 96,670 Revolving credit facilities ​ 121,000 ​ 70,000 Accounts payable ​ 803 ​ 691 Other accrued liabilities ​ 16,914 ​ 9,438 Due to affiliates ​ 5,980 ​ 3,509 Distributions payable ​ 617 ​ 12,440 Liabilities associated with operating real estate held for sale ​ ​ 6 ​ ​ — Total Liabilities ​ 398,102 ​ 192,748 6.0 % Series A Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 30,000,000 shares authorized; 4,628,681 and 436,675 shares issued and outstanding at December 31, 2024 and 2023, respectively ​ ​ 102,154 ​ ​ 8,273 Equity ​ ​ ​ ​ ​ ​ Stockholders’ Equity ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 220,000,000 shares authorized; no shares issued and outstanding at December 31, 2024 and 2023 ​ ​ — ​ ​ — Common stock - Class A, $ 0.01 par value, 562,500,000 shares authorized; 3,953,919 and 3,871,265 shares issued and outstanding at December 31, 2024 and 2023, respectively ​ ​ 40 ​ ​ 39 Common stock - Class C, $ 0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at December 31, 2024 and 2023 ​ ​ — ​ ​ — Additional paid-in-capital ​ ​ 118,495 ​ ​ 122,369 Cumulative earnings in excess of distributions ​ ​ 20,709 ​ ​ 24,943 Accumulated other comprehensive loss ​ ​ ( 164 ) ​ ​ — Total Stockholders’ Equity ​ ​ 139,080 ​ ​ 147,351 Noncontrolling Interests ​ ​ ​ Operating partnership units ​ ​ 310,275 ​ ​ 307,945 Partially owned properties ​ 17,382 ​ 15,303 Total Noncontrolling Interests ​ 327,657 ​ 323,248 Total Equity ​ 466,737 ​ 470,599 TOTAL LIABILITIES AND EQUITY ​ $ 966,993 ​ $ 671,620 ​ See Notes to Consolidated Financial Statements F-3 Table of Contents BLUEROCK HOMES TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Revenues ​ ​ Rental and other property revenues ​ $ 48,584 ​ $ 40,999 Interest income from loan investments ​ 1,630 ​ 94 Total revenues ​ 50,214 ​ 41,093 ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ Property operating ​ 24,144 ​ 19,164 Property management and asset management fees ​ 4,715 ​ 4,416 General and administrative ​ 10,592 ​ 8,004 Management fees to related party ​ ​ 9,111 ​ ​ 7,922 Acquisition and other transaction costs ​ 255 ​ 1,820 Weather-related losses, net ​ ​ 170 ​ ​ ( 17 ) Depreciation and amortization ​ 19,940 ​ 16,178 Total expenses ​ 68,927 ​ 57,487 ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ Other income, net ​ 330 ​ 679 Income from preferred equity investments ​ ​ 11,937 ​ ​ 11,632 Recovery of (provision for) credit losses ​ 93 ​ ( 174 ) Gain on sale and (impairment) of real estate investments, net ​ ​ 7,081 ​ ​ ( 1,017 ) Loss on extinguishment of debt costs ​ ​ ( 151 ) ​ ​ — Interest expense, net ​ ( 18,092 ) ​ ( 13,102 ) Interest income ​ ​ 5,424 ​ ​ 2,609 Total other income ​ 6,622 ​ 627 Net loss ​ ( 12,091 ) ​ ( 15,767 ) Preferred stock dividends ​ ​ ( 4,022 ) ​ ​ ( 130 ) Preferred stock accretion ​ ​ ( 244 ) ​ ​ — Net loss attributable to noncontrolling interests ​ ​ ​ ​ Operating partnership units ​ ​ ( 9,232 ) ​ ​ ( 8,996 ) Partially-owned properties ​ ​ ( 2,891 ) ​ ​ ( 2,398 ) Net loss attributable to noncontrolling interests ​ ​ ( 12,123 ) ​ ​ ( 11,394 ) Net loss attributable to common stockholders ​ $ ( 4,234 ) ​ $ ( 4,503 ) ​ ​ ​ ​ ​ ​ ​ Net loss per common share – Basic ​ $ ( 1.10 ) ​ $ ( 1.30 ) Net loss per common share - Diluted ​ $ ( 1.10 ) ​ $ ( 1.30 ) ​ ​ ​ ​ ​ ​ ​ Weighted average basic common shares outstanding ​ ​ 3,856,162 ​ ​ 3,845,349 Weighted average diluted common shares outstanding ​ ​ 3,856,162 ​ ​ 3,845,349 ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss ​ ​ ​ ​ ​ ​ Unrealized loss on available for sale investments ​ $ ( 527 ) ​ $ — Less unrealized loss attributable to Operating partnership units ​ ​ 363 ​ ​ — Other comprehensive loss attributable to common stockholders ​ ​ ( 164 ) ​ ​ — Comprehensive loss attributable to noncontrolling interests ​ ​ ( 12,486 ) ​ ​ ( 11,394 ) Comprehensive loss attributable to common stockholders ​ $ ( 4,398 ) ​ $ ( 4,503 ) ​ See Notes to Consolidated Financial Statements ​ F-4 Table of Contents ​ BLUEROCK HOMES TRUST, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Common Stock ​ Class C Common Stock ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Par ​ Number of ​ Par ​ Additional ​ Cumulative ​ Comprehensive ​ Noncontrolling ​ ​ ​ ​ Shares Value Shares Value Paid-in Capital ​ Earnings Loss Interests Total Equity Balance, January 1, 2023 3,835,013 ​ $ 38 8,489 ​ $ — ​ $ 126,623 ​ $ 33,325 ​ $ — ​ $ 332,002 ​ $ 491,988 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes ​ 31,260 ​ 1 ​ — ​ — ​ 107 ​ ​ — ​ — ​ 2,603 ​ 2,711 Issuance of C-LTIP Units to Manager ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,146 ​ ​ 9,146 Common stock distributions declared ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 3,879 ) ​ ​ — ​ ​ — ​ ​ ( 3,879 ) Series A Preferred Stock distributions declared ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 130 ) ​ ​ — ​ ​ — ​ ​ ( 130 ) Distributions to Operating Partnership noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 8,509 ) ​ ​ ( 8,509 ) Distributions to partially owned properties’ noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 311 ) ​ ​ ( 311 ) Acquisition of noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,515 ​ ​ — ​ ​ — ​ ​ ( 6,564 ) ​ ​ ( 5,049 ) Conversion of Operating Partnership Units to Class A common stock 4,992 ​ — — ​ — ​ 204 ​ ​ — ​ — ​ ( 204 ) ​ — Contributions from noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 399 ​ ​ 399 Adjustment for noncontrolling interest ownership in the Operating Partnership — ​ — — ​ — ​ ( 6,080 ) ​ ​ — ​ — ​ 6,080 ​ — Net loss — ​ — — ​ — ​ — ​ ​ ( 4,373 ) ​ — ​ ( 11,394 ) ​ ( 15,767 ) Balance, December 31, 2023 3,871,265 ​ $ 39 8,489 ​ $ — ​ $ 122,369 ​ $ 24,943 ​ $ — ​ $ 323,248 ​ $ 470,599 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes 73,551 ​ — — ​ — ​ ​ 451 ​ ​ — ​ — ​ 2,865 ​ 3,316 Issuance of C-LTIP Units to Manager ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,644 ​ ​ 6,644 Series A Preferred Stock distributions declared — ​ — — ​ — ​ — ​ ​ ( 4,022 ) ​ — ​ — ​ ( 4,022 ) Series A Preferred Stock accretion — ​ — — ​ — ​ — ​ ​ ( 244 ) ​ — ​ — ​ ( 244 ) Distributions to partially owned properties’ noncontrolling interests — ​ — — ​ — ​ — ​ ​ — ​ — ​ ( 145 ) ​ ( 145 ) Acquisition of noncontrolling interests — ​ — — ​ — ​ ( 2,211 ) ​ ​ — ​ — ​ ( 650 ) ​ ( 2,861 ) Total comprehensive loss — ​ — — ​ — ​ — ​ ​ — ​ ( 164 ) ​ ( 363 ) ​ ( 527 ) Holder redemption of Series A Preferred Stock and conversion into Class A common stock 9,103 ​ 1 — ​ — ​ 164 ​ ​ — ​ — ​ — ​ 165 Contributions from noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,903 ​ ​ 5,903 Adjustment for noncontrolling interest ownership in the Operating Partnership and partially owned properties — ​ — — ​ — ​ ( 2,278 ) ​ ​ — ​ — ​ 2,278 ​ — Net income (loss) — ​ — — ​ — ​ — ​ ​ 32 ​ — ​ ( 12,123 ) ​ ( 12,091 ) Balance, December 31, 2024 3,953,919 ​ $ 40 8,489 ​ $ — ​ $ 118,495 ​ $ 20,709 ​ $ ( 164 ) ​ $ 327,657 ​ $ 466,737 ​ See Notes to Consolidated Financial Statements ​ F-5 Table of Contents ​ BLUEROCK HOMES TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Cash flows from operating activities ​ ​ Net loss ​ $ ( 12,091 ) ​ $ ( 15,767 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ Depreciation and amortization ​ 21,566 ​ 19,275 Amortization of fair value adjustments ​ 127 ​ ( 319 ) Income from preferred equity investments ​ ​ ( 11,937 ) ​ ​ ( 11,632 ) (Gain) on sale and impairment of real estate investments, net ​ ​ ( 7,081 ) ​ ​ 1,017 Fair value adjustment of interest rate caps and swaps ​ 3,885 ​ 2,933 (Recovery of) provision for credit losses, net ​ ( 93 ) ​ 174 Loss on extinguishment of debt costs ​ ​ 151 ​ ​ — Distributions of income and income from preferred equity investments ​ 2,348 ​ 5,418 Share-based compensation attributable to equity incentive plan ​ ​ 3,316 ​ ​ 2,710 Share-based compensation to Manager – C-LTIP Units ​ ​ 6,644 ​ ​ 9,146 Changes in operating assets and liabilities: ​ ​ Due (from) to affiliates, net ​ ( 638 ) ​ 1,297 Accounts receivable, prepaids and other assets ​ 1,255 ​ ( 215 ) Notes and accrued interest receivable ​ ( 341 ) ​ ( 129 ) Accounts payable and other accrued liabilities ​ 1,947 ​ ( 28 ) Net cash provided by operating activities ​ 9,058 ​ 13,880 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Acquisitions of real estate investments ​ ( 248,205 ) ​ ( 10,843 ) Capital expenditures ​ ( 9,311 ) ​ ( 9,527 ) Purchase of interest rate cap ​ ​ ( 2,688 ) ​ ​ — Investment in notes receivable ​ ( 22,300 ) ​ ( 17,684 ) Repayments on notes receivable ​ 8,284 ​ — Proceeds from sale of real estate investments ​ 50,013 ​ 9,053 Proceeds from redemption of preferred equity investments ​ 16,238 ​ 25,841 Insurance proceeds related to real estate investments ​ ​ 149 ​ ​ — Investments in preferred equity investments ​ ( 17,097 ) ​ ( 22,562 ) Net cash used in investing activities ​ ( 224,917 ) ​ ( 25,722 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ Distributions to common stockholders ​ ( 3,879 ) ​ — Distributions to noncontrolling interests ​ ( 8,509 ) ​ — Distributions to partially owned properties’ noncontrolling interests ​ ( 145 ) ​ ( 311 ) Distributions to preferred stockholders ​ ​ ( 3,457 ) ​ ​ ( 78 ) Contributions from noncontrolling interests ​ 5,903 ​ 399 Purchase of interests from noncontrolling interests ​ ​ ( 2,861 ) ​ ​ ( 5,049 ) Borrowings on mortgages payable ​ 158,476 ​ — Repayments on mortgages payable including prepayment penalties ​ ( 22,338 ) ​ ( 1,526 ) Proceeds from revolving credit facilities ​ 71,000 ​ 21,000 Repayments on revolving credit facilities ​ ( 20,000 ) ​ ( 6,000 ) Payments of deferred financing fees ​ ( 6,331 ) ​ ( 1,467 ) Net proceeds from issuance of 6.0 % Series A Redeemable Preferred Stock ​ ​ 92,857 ​ ​ 8,696 Net cash provided by financing activities ​ 260,716 ​ 15,664 ​ ​ ​ ​ ​ ​ ​ Net increase in cash, cash equivalents and restricted cash ​ ​ 44,857 ​ ​ 3,822 Cash, cash equivalents and restricted cash, beginning of year ​ 86,384 ​ 82,562 Cash, cash equivalents and restricted cash, end of year ​ $ 131,241 ​ $ 86,384 ​ ​ ​ ​ ​ ​ ​ Reconciliation of cash, cash equivalents and restricted cash ​ ​ Cash and cash equivalents ​ $ 115,209 ​ $ 80,163 Restricted cash ​ 16,032 ​ 6,221 Total cash, cash equivalents and restricted cash, end of year ​ $ 131,241 ​ $ 86,384 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information ​ ​ Cash paid for interest (net of interest capitalized) ​ $ 11,581 ​ $ 7,200 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash investing and financing activities ​ ​ Conversion of note receivable to preferred equity investment ​ $ 7,800 ​ $ — Distributions payable – declared and unpaid ​ $ 617 ​ $ 12,440 Mortgage assumed upon property acquisition ​ $ 24,333 ​ ​ — Capital expenditures held in accounts payable and other accrued liabilities ​ $ 790 ​ $ 238 Right-of-use asset recognized ​ $ 5,058 ​ $ — Lease liability recognized ​ $ 4,969 ​ $ — ​ See Notes to Consolidated Financial Statements ​ F-6 Table of Contents BLUEROCK HOMES TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ​ Note 1 – Organization and Nature of Business Bluerock Homes Trust, Inc. (the “Company” or “Bluerock Homes”) was incorporated as a Maryland corporation on December 16, 2021. The Company owns and operates a portfolio of institutional residential properties including single-family homes, build-to-rent communities, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States. The Company’s principal objective is to generate attractive risk-adjusted returns on investments where it believes it can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. The Company’s Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize the Company’s return on investment. As of December 31, 2024, the Company held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments. The twenty-three investments represent an aggregate of 5,087 residential units, comprised of 3,453 consolidated units, of which 170 units are under development, and 1,634 units through preferred equity and loan investments, which includes planned units and those under development. As of December 31, 2024, the Company’s consolidated operating investments were approximately 91.6 % occupied; excluding units classified as held for sale and down/renovation units, the Company’s consolidated operating investments were approximately 94.0 % occupied. 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 Principles of Consolidation and Basis of Presentation 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 December 31, 2024, limited partners other than the Company owned approximately 69.48 % of the common units of the Operating Partnership, of which 56.72 % is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 12.76 % is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.09 % which are not vested at December 31, 2024. Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation. F-7 Table of Contents Summary of Significant Accounting Policies Real Estate Investments, Preferred Equity Investments and Notes Receivable 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. AFS debt securities are carried at fair value in the Company’s consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in its consolidated balance sheets, and as a component of other comprehensive income in its consolidated statements of operations and comprehensive income. The Company evaluates the collectability of each preferred equity investment and estimates a provision for credit loss, as applicable. Refer to the Current Expected Credit Losses (“CECL”) section of this Note for further information regarding CECL and the Company’s provision for credit losses. The Company previously classified its preferred equity investments as held-to-maturity debt securities as the investments met the criteria of a security under ASC 320 Investments – Debt Securities . As of December 31, 2024, the Company does not have the positive intent to hold all the securities to maturity. As such, the Company has reclassified all its previously held-to-maturity debt securities to AFS debt securities. F-8 Table of Contents For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. The Company recognizes interest income on its notes receivable on the accrual method unless a significant uncertainty of collection exists. If a significant uncertainty exists, interest income is recognized as collected. Costs incurred to originate its notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable. The Company evaluates the collectability of each loan investment and estimates a provision for credit loss, as applicable. Refer to the CECL section of this Note for further information regarding CECL and the Company’s provision for credit losses. Fair Value of Financial Instruments As of December 31, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due to and due from affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly-liquid nature and/or short-term maturities. 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. The Company measures the fair value of its AFS debt securities 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 debt securities 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 debt securities are classified in Level 3 of the fair value hierarchy. Refer to Note 11 for further information regarding fair value measurements. Real Estate Assets Real Estate Purchase Price Allocations Upon acquisition, the Company evaluates its acquired residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Purchases of residential properties are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition costs, which is allocated to land and building based upon their relative fair values at the date of acquisition. Acquisition costs typically include legal fees, broker commissions and title fees, as well as other closing costs. In making estimates of fair values for purposes of allocating the purchase price of acquired properties, the Company utilizes various sources including its own market knowledge obtained from historical transactions, published market data, and independent appraisers. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building. Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, prevailing interest rates and the number of years the property will be held for investment. The use of inappropriate assumptions could result in an incorrect valuation of acquired tangible assets, identifiable intangible assets and assumed liabilities, which could impact the amount of the Company’s net income (loss). Differences in the amount attributed to the fair value estimate of the various assets acquired can be significant based upon the assumptions made in calculating these estimates. F-9 Table of Contents Capital Additions, Depreciation and Amortization The Company capitalizes costs incurred in connection with its capital additions activities, including redevelopment, development and construction projects, other tangible improvements, and replacements of existing components. Repair and maintenance and tenant turnover costs are expensed as incurred. Repair and maintenance and tenant turnover costs include all costs that do not extend the useful life of the real estate asset. Accordingly, many factors are considered as part of the Company’s evaluation processes with no one factor necessarily determinative. Depreciation and amortization expense are computed on the straight-line method over the asset’s estimated useful life. The Company considers the period of future benefit of an asset to determine its appropriate useful life and anticipates the estimated useful lives of assets by class to be generally as follows: ​ ​ ​ ​ Buildings 30 – 40 years Building improvements ​ 5 – 15 years Land improvements ​ 5 – 15 years Furniture, fixtures and equipment ​ 3 – 8 years In-place leases ​ 6 months ​ Intangible Assets Intangible assets include the value of in-place leases which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. 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 . The following table summarizes the Company’s in-place lease intangible assets at December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Gross carrying value ​ $ 9,757 ​ $ 5,208 Accumulated amortization ​ ( 7,008 ) ​ ( 5,208 ) Net carrying value ​ $ 2,749 ​ $ — ​ The following table summarizes the Company’s in-place lease activity for the year ended December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ In-place Leases Beginning balance, January 1, 2024 ​ $ — Acquisitions ​ 5,309 Amortization ​ ( 2,560 ) Ending balance, December 31, 2024 ​ $ 2,749 ​ The Company did not acquire any in-place leases or incur any related amortization expense during the year ended December 31, 2023. At December 31, 2024, the Company’s estimated aggregate amortization of its in-place lease intangible assets for the next five years is $ 2.7 million, with the full amount expected to be incurred in 2025 and no amount thereafter. F-10 Table of Contents 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 based on the discounted cash flows of the operating asset. During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, the Company recorded a $ 1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024, which is included in gain on sale and (impairment) of real estate investments, net in its consolidated statements of operations and comprehensive income. The Peak JV 2 portfolio is included in the scattered single-family homes segment. No impairment losses on operating real estate and related intangible assets were recorded in 2023. 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. Refer to Note 4 for further information. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value. Restricted Cash Restricted cash includes amounts established pursuant to various agreements which limit the use of funds for specific purposes related to property preservation and compliance, such as lender-imposed escrow accounts for replacement reserves, tenant deposits, real estate taxes and insurance. Concentration of Credit Risk The Company maintains cash balances with high-quality financial institutions and periodically evaluates the creditworthiness of such institutions and believes that the Company is not exposed to significant credit risk. Cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Rents and Other Receivables The Company will periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. The Company exercises judgment in establishing these allowances and considers payment history and current credit status of tenants in developing these estimates. F-11 Table of Contents Deferred Financing Fees Deferred financing fees represent commitment fees, legal fees and other third-party costs associated with obtaining financing. Fees associated with the Company’s revolving lines of credit are recorded within accounts receivable, prepaids and other assets on the consolidated balance sheets. Deferred fees associated with its lines of credit are amortized to interest expense over the terms of the financing agreements using the straight-line method, which approximates the effective interest method. Partially Owned Properties’ Noncontrolling Interests Partially owned properties’ noncontrolling interests are comprised of the Company’s joint venture partners’ interests in consolidated joint ventures. The Company reports its joint venture partners’ interest in its consolidated real estate joint ventures and other subsidiary interests held by third parties as noncontrolling interests. The Company records these noncontrolling interests at their initial fair value, adjusting the basis prospectively for their share of the respective consolidated investments’ net income or loss and equity contributions and distributions. These noncontrolling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the noncontrolling interest holder pursuant to each joint venture’s operating agreement. Revenue Recognition The Company recognizes rental revenue on a straight-line basis over the terms of the rental agreements and in accordance with ASC Topic 842 Leases . Rental revenue is recognized on an accrual basis and when the collectability of the amounts due from tenants is deemed probable. Rental revenue is included within rental and other property revenues on the Company’s consolidated statements of operations and comprehensive income. Amounts received in advance are recorded as a liability within other accrued liabilities on the Company’s consolidated balance sheets. Other property revenues are recognized in the period earned. The Company recognizes a gain or loss on the sale of real estate assets when the criteria for an asset to be derecognized are met, which include when (i) a contract exists and (ii) the buyer obtains control. Stock-Based Compensation The Company expenses the fair value of share awards in accordance with the fair value recognition requirements of ASC Topic 718 Compensation-Stock Compensation . ASC Topic 718 requires companies to measure the cost of the recipient services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The cost of the share award is expensed over the requisite service period (usually the vesting period). Distribution Policy The Company expects to authorize and declare regular cash distributions to its stockholders to maintain its REIT status. Distributions to stockholders will be determined by the Company’s board of directors (the “Board”) and will be dependent upon a number of factors, including funds available for the payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements, and annual distribution requirements to maintain the Company’s status as a REIT, and other considerations as the Board may deem relevant. Distributions are recorded as a reduction of stockholders’ equity in the period in which they are declared. Dividends may be funded from a variety of sources. In particular, the Company expects that, initially, dividends may exceed net income under accounting principles generally accepted in the United States of America (“GAAP”) because of non-cash expenses, mainly depreciation and amortization expense, which are included in net income. To the extent that funds available for distribution are less than the amount required to be distributed to stockholders to satisfy the requirements to maintain its REIT status, the Company may consider various means to cover any such shortfall, including borrowing under loans, selling certain assets or using a portion of the net proceeds from future offerings of equity, equity-related securities or debt securities or declaring taxable share dividends. In addition, the Company’s charter allows the issuance of preferred equity shares that could have a preference on dividends, and such dividend preference on the preferred equity could limit the ability to pay dividends to the holders of the Company’s common stock. F-12 Table of Contents 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. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It requires a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, in an income tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Management has considered all positions taken on the 2023 tax returns (where applicable), and those positions expected to be taken on the 2024 tax returns, and concluded that tax positions taken have a more likely than not level of assurance of being sustained at the full amount upon examination. Accordingly, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2024. If any income tax exposure was identified, the Company would recognize an estimated liability for income tax items that meet the criteria for accrual. Neither the Company nor its subsidiaries have been assessed interest or penalties by any major tax jurisdictions. If any interest and penalties related to income tax assessments arose, the Company would record them as income tax expense. The statute of limitations for the Company’s returns is generally 3 years and as of December 31, 2024, tax returns for the calendar years 2022 and 2023 remain subject to examination by the Internal Revenue Service and various state tax jurisdictions. Lessor Accounting The Company’s current portfolio generates rental revenue by leasing residential units. As lease revenues for residential units fall under the scope of ASC Topic 842 Leases , such lease revenues are classified as operating leases with straight-line recognition over the terms of the relevant lease agreement and inclusion within rental revenue. Resident leases are generally for one-year or month-to-month terms and are renewable by mutual agreement between the Company and the resident. Non-lease components of the Company’s leases are combined with the related lease component and accounted for as a single lease component under ASC Topic 842. The balances of net real estate investments and related depreciation on the Company’s consolidated financial statements relate to assets for which the Company is the lessor. Lessee Accounting In accordance with ASC Topic 842 Leases , the Company determines whether an arrangement is a lease at inception. For operating leases with a term of greater than one year, a lease liability and a right-of-use asset are recognized and recorded in the Company’s consolidated balance sheets. The lease liability represents the Company’s obligation to make lease payments arising from a lease and is measured as the present value of the lease payments at the commencement date. As the rate implicit in a lease may not be known at lease commencement, the Company will use its incremental borrowing rate to discount its lease obligation. The right-of-use asset represents the Company’s right to use a specified asset for the lease term and is determined as the initial measurement of the lease liability, adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial direct costs incurred by the Company. By way of practical expedient, the Company elects to account for lease and non-lease components as a single lease component in its consolidated statements of operations and comprehensive income. 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. Refer to Note 15 for further information about the Company’s current lease for separate corporate space in which it is the lessee. F-13 Table of Contents 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 2023, the FASB issued Accounting Standards Update No. 2023-07 “Improvements to Reportable Segment Disclosures (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 require additional disclosures regarding reportable segments, including a segment’s significant expenses on both an annual and interim basis. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024. The disclosures are applied retrospectively to all periods presented and early adoption was permitted. The Company evaluated the impact of ASU 2023-07 on its financial disclosures and has included the applicable segment disclosures in the notes to its consolidated financial statements. In December 2023, the FASB issued Accounting Standards Update No. 2023-09 “Improvements to Income Tax Disclosures (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 require additional disclosure with respect to the effective tax rate reconciliation and information on income taxes paid. The amendments in ASU 2023-09 are effective for the Company for annual reporting periods beginning after December 15, 2024. The Company continues to evaluate the impact of ASU 2023-09 on its financial disclosures. 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. Current Expected Credit Losses Notes Receivable The Company estimates provision for credit losses on its loan investments (notes receivable) under CECL. This method is based on expected credit losses for the life of the investment as of each balance sheet date. The method for calculating the estimate of expected credit loss considers historical experience and current conditions for similar loans and reasonable and supportable forecasts about the future. The Company estimates its provision for credit losses using a collective (pool) approach for investments with similar risk characteristics, such as collateral and duration of investment. In measuring the CECL provision for investments that share similar characteristics, the Company applies a default rate to the investments for the remaining loan investment hold period. As the Company does not have a significant historical population of loss data on its loan investments, the Company’s default rate utilized for CECL is based on an external historical loss rate for commercial real estate loans. In addition to analyzing investments as a pool, the Company performs an individual investment assessment of expected credit losses. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if the Company determines that it is probable that it will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that loan investment is not considered fully recoverable and a provision for credit loss is recorded. F-14 Table of Contents In estimating the value of the underlying collateral when determining if a loan investment is fully recoverable, the Company evaluates estimated future cash flows to be generated from the collateral underlying the investment. The inputs and assumptions utilized to estimate the future cash flows of the underlying collateral are based upon the Company’s evaluation of the operating results, economy, market trends, and other factors, including judgments regarding costs to complete any construction activities, lease-up and occupancy rates, rental rates, and capitalization rates utilized to estimate the projected cash flows at the disposition. The Company may also obtain a third-party valuation which may value the collateral through an “as-is” or “stabilized value” methodology. If upon completion of the valuation the fair value of the underlying collateral securing the investment is less than the net carrying value, the Company records a provision for credit loss on that loan investment. As the investment no longer displays the characteristics that are similar to those of the pool of loan investments, the investment is removed from the CECL collective (pool) analysis described above. Preferred Equity Investments The Company performs an individual assessment of expected credit losses for its preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if the Company determines that it is probable that it will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that preferred equity investment is not considered fully recoverable and a provision for credit loss is recorded. Significant Risks and Uncertainties Uncertainty Due to Economic Volatility The Company’s results of operations in the future may be directly or indirectly affected by uncertainties such as the effects of inflation and related volatility in the market. As inflation accelerated rapidly in the first half of 2023, the Federal Reserve increased interest rates a total of four times during 2023 to curb the effects of rising inflation. While the Federal Reserve held rates steady between July 2023 and September 2024, then reduced interest rates by 50-basis points in September 2024, and another 25-basis point reduction in each of November and December 2024, there can be no assurances that interest rates will not rise again, and the Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation. 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. The long-term impact of these economic developments will largely depend on any future action by the Federal Reserve, future laws that may be enacted, the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets. The Company continues to closely monitor the impact of economic volatility on all aspects of its business. Note 3 – Acquisition of Real Estate Acquisition of Additional Savannah-84 units On February 23, 2023, the Company acquired 18 single-family residential units located in Savannah, Georgia that were added to the existing Savannah-84 portfolio. The Company has a 100 % interest in the units and the purchase price of approximately $ 4.2 million was fully funded in cash upon acquisition. Development of Abode Wendell Falls In December 2023, the Company made a commitment to fund the total estimated project costs of $ 56.9 million for the construction of Abode Wendell Falls, a 170 -unit build-to-rent development project in Wendell, North Carolina. The Abode Wendell Falls development project commenced construction in 2024, and the Company classifies the Abode Wendell Falls development project as a consolidated investment. F-15 Table of Contents Acquisition of Villas at Huffmeister On March 25, 2024, the Company, through a 95 % owned joint venture entity, acquired a 294 -unit residential community located in Houston, Texas known as Villas at Huffmeister. The purchase price of $ 41.2 million was funded with a $ 24.3 million senior loan assumption secured by Villas at Huffmeister, along with cash of $ 18.1 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions. Acquisition of Avenue at Timberlin Park On July 31, 2024, the Company acquired a 200 -unit residential community located in Jacksonville, Florida known as Avenue at Timberlin Park. The Company has a full ownership interest in the community, and the purchase price of $ 33.8 million was funded with a $ 23.7 million senior loan secured by Avenue at Timberlin Park, along with cash of $ 12.9 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions. Acquisition of Amira at Westly On October 31, 2024, the Company, through BR Amira DST, a Delaware statutory trust and a wholly owned subsidiary of its Operating Partnership (the “Amira DST”), acquired a 408 -unit residential community located in Tampa, Florida known as Amira at Westly. The purchase price of $ 103.0 million was funded with (i) a $ 56.7 million senior loan secured by Amira at Westly, (ii) borrowings of $ 36.0 million on the KeyBank Credit Facility, and (iii) cash of $ 14.5 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions. Amira at Westly is the first property acquired by the Company through a Delaware statutory trust to be part of a private placement offering through which interests in the Amira DST will be issued to third party accredited investors therein (as further described below). Following the acquisition of Amira at Westly, the organizational structure with respect to the ownership of Amira at Westly is such that Amira at Westly is owned by the Amira DST, and the Amira DST is wholly owned by BHM Amira Investment Co, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Investment Co”). BHM Amira Investment Co initially owns all Class 2 DST Interests in the Amira DST, which will be redeemed over time to permit the issuance of Class 1 DST Interests in the Amira DST to third party accredited investors therein as part of a private placement offering. Amira at Westly is subject to a Master Lease Agreement with BHM Amira Leaseco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Leaseco”), pursuant to which the Company, through BHM Amira Leaseco, receives and is obligated to pay rent received from Amira at Westly to the Amira DST. Acquisition of Allure at Southpark On December 6, 2024, the Company, through a 98.05 % owned joint venture entity, acquired a 350 -unit residential community located in Charlotte, North Carolina known as Allure at Southpark. The purchase price of $ 92.0 million was funded with a $ 55.2 million senior loan secured by Allure at Southpark, along with cash of $ 39.3 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions. Purchase Price Allocation The real estate acquisitions above have been accounted for as asset acquisitions. The purchase prices were allocated to the acquired assets and mortgage assumed based on their estimated fair values at the dates of acquisition. F-16 Table of Contents The following table summarizes the assets acquired and mortgage assumed at the acquisition dates for the Company’s acquisitions made during the year ended December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ Purchase ​ ​ Price ​ Allocation Land ​ $ 38,440 Building ​ ​ 200,794 Building improvements ​ 4,861 Land improvements ​ 20,376 Furniture and fixtures ​ 4,818 In-place leases ​ 5,309 Total assets acquired (1) ​ $ 274,598 ​ ​ ​ Mortgage assumed ​ $ 27,440 Fair value adjustment ​ ( 3,107 ) Total liabilities assumed ​ $ 24,333 (1) The $ 274.6 million of total assets acquired includes $ 4.7 million of acquisition expenses that have been capitalized as the acquisitions have been accounted for as asset acquisitions. Acquisition of Additional Interests in Investments In January 2023, the Company purchased the noncontrolling partner’s interest in Savannah-84 for $ 0.9 million, increasing the Company’s interest in the portfolio from 80 % to 100 %. In March 2023, the Company purchased the noncontrolling partner’s interest in Indy-Springfield for $ 4.1 million, increasing the Company’s interest in the portfolio from 60 % to 100 %. ​ ​ ​ Note 4 – Sale of Real Estate Assets and Held for Sale Real Estate Assets Sale of Willow Park Interests On October 26, 2023, Willow Park, the underlying asset of an unconsolidated joint venture located in Willow Park, Texas, was sold. Upon the sale, the Company’s preferred equity investment was redeemed for $ 4.1 million, which included $ 2.9 million of its total $ 4.6 million principal investment and $ 1.2 million of accrued preferred return. The Company’s investment was collateralized by The Woods at Forest Hill and the operating partnership of Peak Housing REIT (the “Peak REIT OP”), and the remaining $ 1.7 million of the Company’s principal investment was fully redeemed in 2024. Sale of The Cottages at Warner Robins Interests On December 15, 2023, The Cottages at Warner Robins, the underlying asset of an unconsolidated joint venture located in Warner Robins, Georgia, was sold. Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $ 16.6 million, which included its original preferred investment of $ 13.3 million, accrued preferred return of $ 3.1 million and a minimum interest payment of $ 0.2 million. Sale of Navigator Villas Prior to the sale of the property, and to effectuate a tax-deferred exchange under Section 1031 of the Code, the Company purchased its joint venture partner’s interest in Navigator Villas for $ 2.9 million, inclusive of estimated post-close adjustments. On August 7, 2024, the Company closed on the sale of Navigator Villas located in Pasco, Washington for a sale price of $ 36.4 million, subject to certain prorations and adjustments typical in such real estate transactions. After deductions for the payoff of existing mortgage indebtedness encumbering the property in the amount of $ 19.5 million, the purchase price of the joint venture partner’s interest, the payment of early extinguishment of debt costs, and closing costs and fees, the sale of Navigator Villas generated net proceeds of approximately $ 12.7 million and a gain on sale of approximately $ 10.0 million. The Company recorded a loss on extinguishment of debt of $ 0.1 million related to the sale. F-17 Table of Contents Sale of Consolidated Operating Units During 2023, the Company closed on the following sales: two units in the Golden Pacific portfolio, twelve units in the Peak JV 2 portfolio, and thirty-nine units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements. The fifty-three units were sold for an aggregate of approximately $ 9.5 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 9.1 million and a gain on sales of approximately $ 0.3 million. During 2024, the Company closed on the following sales: four units in the ILE portfolio, eleven units in the Indy-Springfield portfolio, twenty-three units in the Peak JV 2 portfolio, and sixty units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements. The ninety-eight units were sold for an aggregate of approximately $ 15.3 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 14.4 million and a gain on sales of approximately $ 1.8 million. Held for Sale At December 31, 2023, the Company classified an aggregate of 118 units as held for sale in its consolidated balance sheets, and for the year ended December 31, 2023, the Company recorded an impairment of $ 1.3 million related to held for sale units which is included in gain on sale and (impairment) of real estate investments, net in its consolidated statements of operations and comprehensive income. The 118 units classified as held for sale are all reported in the Company’s scattered single-family homes segment and were included in the following portfolios: 35 units of Indy-Springfield, 13 units of Peak JV 2, and 70 units of Peak JV 3. At December 31, 2024, the Company classified an aggregate of 167 units as held for sale in its consolidated balance sheets, and for the year ended December 31, 2024, the Company recorded an impairment of $ 3.3 million related to held for sale units which is included in gain on sale and (impairment) of real estate investments, net in its consolidated statements of operations and comprehensive income. The 167 units classified as held for sale are all reported in the Company’s scattered single-family homes segment and are included in the following portfolios: 8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3. 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. Note 5 – Investments in Real Estate As of December 31, 2024, the Company held twenty-three real estate investments, consisting of fourteen consolidated investments and nine held through preferred equity and loan investments. The following tables provide summary information regarding the Company’s consolidated investments and preferred equity and loan investments. F-18 Table of Contents Consolidated Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ Ownership Operating Investment Name Location / Market Units (1) Interest ​ Scattered Single-Family Homes ​ ​ ​ ​ ​ ​ ​ ​ Ballast ​ AZ / CO / WA ​ 84 ​ ​ 95 % Golden Pacific IN / KS / MO 169 97 % ILE TX / SE US 478 95 % Indy-Springfield ​ IN / MO ​ 323 ​ ​ 100 % Peak JV 2 Various / TX 573 80 % Peak JV 3 ​ Dallas-Fort Worth, TX ​ 90 ​ ​ 56 % Savannah-84 ​ Savannah, GA ​ 84 ​ ​ 100 % Total Scattered Single-Family Homes ​ 1,801 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ Allure at Southpark ​ Charlotte, NC ​ 350 ​ ​ 98 % Amira at Westly ​ Tampa, FL ​ 408 ​ ​ 93 % Avenue at Timberlin Park ​ Jacksonville, FL ​ 200 ​ ​ 100 % 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 ​ ​ ​ 1,482 ​ ​ ​ ​ Total Operating Units ​ ​ ​ 3,283 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Development Investment Name ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ Abode Wendell Falls ​ Wendell, NC ​ 170 ​ ​ 100 % Total Development Units ​ ​ ​ 170 ​ ​ ​ ​ Total Units ​ ​ ​ 3,453 ​ ​ ​ ​ (1) Total operating units includes an aggregate of 167 units classified as held for sale, with such units included in the following portfolios: 8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3. Depreciation expense was $ 17.4 million and $ 16.2 million for the years ended December 31, 2024 and 2023, respectively. Intangibles related to the Company’s consolidated investments in real estate consist of the value of in-place leases. In-place leases are amortized over the remaining term of the in-place leases, which is approximately six months. Amortization expense related to the in-place leases was $ 2.5 million and zero for the years ended December 31, 2024 and 2023, respectively. The Company’s real estate assets are leased to tenants under operating leases for which the terms and expirations vary. The leases may have provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all the risks and benefits of ownership of the consolidated real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires security deposits from tenants in the form of a cash deposit. Amounts required as a security deposit vary depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not individually significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of their security deposit. Security deposits received in cash related to tenant leases are included within other accrued liabilities in the accompanying consolidated balance sheets and totaled $ 2.4 million and $ 2.3 million as of December 31, 2024 and 2023, respectively, for the Company’s consolidated real estate investments. No individual tenant represents over 10% of the Company’s annualized base rent for the consolidated real estate investments. F-19 Table of Contents Preferred Equity and Loan Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actual / ​ ​ ​ ​ Planned Lease-up Investment Name Location / Market Number of Units Chandler ​ Chandler, AZ ​ 208 The Cottages at Myrtle Beach Myrtle Beach, SC 294 The Cottages of Port St. Lucie ​ Port St. Lucie, FL ​ 286 Wayford at Innovation Park ​ Charlotte, NC ​ 210 Wayford at Pringle ​ Charlotte, NC ​ 102 Willow Park ​ Willow Park, TX ​ 58 Total Lease-up Units ​ 1,158 ​ ​ ​ ​ ​ Development Investment Name Canvas at Wildwood Wildwood, FL 224 Indigo Cove Bluffton, SC 82 River Ford Brunswick, GA 170 Total Development Units ​ 476 Total Units ​ 1,634 ​ ​ ​ ​ ​ ​ F-20 Table of Contents ​ Note 6 – Notes and Interest Receivable Following is a summary of the notes and accrued interest receivable due from loan investments at December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ Investment Name 2024 2023 Notes Receivable ​ ​ The Woods at Forest Hill (1) ​ $ — ​ $ 8,284 Wayford at Pringle ​ ​ 22,300 ​ ​ — Willow Park ​ 9,400 ​ 9,400 Total notes receivable ​ $ 31,700 ​ $ 17,684 ​ ​ ​ ​ ​ ​ ​ Accrued Interest Receivable ​ ​ The Woods at Forest Hill (1) ​ $ — ​ $ 94 Wayford at Pringle ​ ​ 419 ​ ​ — Willow Park ​ 51 ​ 35 Total accrued interest receivable ​ $ 470 ​ $ 129 Total notes and accrued interest receivable ​ $ 32,170 ​ $ 17,813 Allowance for credit losses ​ ( 103 ) ​ ( 16 ) Total, net ​ $ 32,067 ​ $ 17,797 (1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full, including any accrued but unpaid interest amounts. Refer to Loan Investment Summary disclosure below for further information. Allowance for Credit Losses The provision for credit losses of the Company’s loan investments at December 31, 2024 and 2023 are summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Beginning balances, net as of January 1, 2024 and 2023, respectively ​ $ 16 ​ $ — Provision for credit losses on pool of assets (1) ​ 87 ​ 16 Allowance for credit losses, end of period ​ $ 103 ​ $ 16 (1) Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets. The provision for credit losses during the year ended December 31, 2024 was attributable to the addition of one investment to the pool of assets (which was only partially offset by the removal of one investment from the pool of assets) and an increase in the trailing twelve-month historical default rate. ​ Following is a summary of the interest income from loan investments for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Investment Name 2024 2023 The Woods at Forest Hill (1) ​ $ 254 ​ $ 7 Wayford at Pringle ​ 849 ​ — Willow Park ​ 527 ​ 87 Total ​ $ 1,630 ​ $ 94 (1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full, including any accrued but unpaid interest amounts. Refer to Loan Investment Summary disclosure below for further information. F-21 Table of Contents Loan Investment Summary During the year ended December 31, 2024, the Company entered into an agreement to provide a loan in the maximum aggregate amount of $ 22.3 million (the “Pringle Loan”) to an unaffiliated, third-party borrower for 102 build-to-rent, single-family residential units in Charlotte, North Carolina known as Wayford at Pringle. The Pringle Loan had been fully funded as of December 31, 2024. In addition to the Pringle Loan, the Company also holds a debt security investment in Wayford at Pringle; refer to Note 7 for further information. In addition, and during the year ended December 31, 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full in the aggregate amount of $ 8.5 million, which included principal investment of $ 8.3 million and accrued interest of $ 0.2 million. Prior to 2024, the Company provided a mezzanine loan to the portfolio owner in Peak JV 3, which is owned through a joint venture between the Company and the operating partnership of Peak Housing REIT (the “Peak REIT OP”). The loan receivable balance and the loan payable balance, and the loan interest income and loan interest expense attributable to the Company, are eliminated through consolidation on the Company’s consolidated balance sheets and statements of operations and comprehensive income, respectively. The Company (as lender entity) recognizes Peak REIT OP’s portion of interest expense on the loan as income with this amount reflected in net income (loss) attributable to common stockholders in the Company’s consolidated statements of operations and comprehensive income. The mezzanine loan was to mature on December 31, 2024; however, on December 20, 2024, the loan agreement was amended and restated to provide for two (2) additional six-month extension options, and in conjunction with the loan’s amendment and restatement, the property owner delivered written notice to the Company of its intention to exercise the first additional six-month extension option, extending the maturity date to June 30, 2025. The loan can be prepaid without penalty. At December 31, 2023, the outstanding balance of the loan provided by the Company was $ 15.9 million. During the year ended December 31, 2024, proceeds from the sales of 60 units in the Peak JV 3 portfolio (refer to Note 4 for further information) have been used to reduce the outstanding balance of the loan to $ 8.5 million at December 31, 2024. Note 7 – Preferred Equity Investments The carrying amount of the Company’s preferred equity investments at December 31, 2024 and 2023 is summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Investment Name 2024 2023 Canvas at Wildwood ​ $ 1,928 ​ $ — Chandler ​ ​ 15,000 ​ ​ 15,000 Indigo Cove ​ ​ 3,581 ​ ​ — Peak Housing (1) ​ ​ — ​ ​ 10,663 River Ford ​ ​ 3,788 ​ ​ — The Cottages at Myrtle Beach ​ 17,913 ​ 17,913 The Cottages of Port St. Lucie ​ 18,785 ​ 18,785 The Woods at Forest Hill (1) ​ — ​ 5,575 Wayford at Innovation Park ​ 13,400 ​ 13,400 Wayford at Pringle ​ ​ 7,800 ​ ​ — Total ​ $ 82,195 ​ $ 81,336 Allowance for credit losses ​ — ​ ( 180 ) Gross unrealized loss, net (2) ​ ​ ( 527 ) ​ ​ — Total, net ​ $ 81,668 ​ $ 81,156 (1) The Company’s preferred equity investments in Peak Housing and The Woods at Forest Hill were fully redeemed in September 2024 and November 2024, respectively. Refer to the Preferred Equity Investment Summary disclosure below for further information. (2) During 2024, the Company’s preferred equity investments were reclassified from held-to-maturity debt securities to available-for-sale debt securities. At December 31, 2024, these investments were classified as available-for-sale debt securities and were carried at a net fair value of $ 81.7 million, with the unrealized loss of ($ 0.5 ) million due to fluctuations in market interest rates. At December 31, 2023, these investments were classified as held-to-maturity debt securities and carried at a net cost of $ 81.2 million. Refer to the Real Estate Investments, Preferred Equity Investments and Notes Receivable disclosure in Note 2 for further information. F-22 Table of Contents The following table summarizes the net carrying amount and fair value of the Company’s preferred equity investments, which are classified as available-for-sale debt securities, by contractual maturity at December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale ​ Net carrying amount Fair value Due within one year ​ $ 36,648 ​ $ 36,648 Due after one year through three years ​ 43,075 ​ 43,075 Due after three years ​ 1,945 ​ 1,945 Total ​ $ 81,668 ​ $ 81,668 ​ Allowance for Credit Losses The provision for credit losses of the Company’s preferred equity investments at December 31, 2024 and 2023 are summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Beginning balances, net as of January 1, 2024 and 2023, respectively ​ $ 180 ​ $ 22 Provision for credit losses on pool of assets, net (1) ​ 168 ​ 158 Reclassification adjustment (2) ​ ​ ( 348 ) ​ ​ — Allowance for credit losses, net, end of period ​ $ — ​ $ 180 (1) Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets. The provision for credit losses during the year ended December 31, 2024 was primarily attributable to the addition of four investments to the pool of assets (which was only partially offset by the removal of two investments from the pool of assets) and an increase in the trailing twelve-month historical default rate. (2) Represents the adjustment for the reclassification of preferred equity investments from held-to-maturity debt securities to available-for-sale debt securities. Refer to the Real Estate Investments, Preferred Equity Investments and Notes Receivable disclosure in Note 2 for further information. As of December 31, 2023, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in eight joint ventures which are classified as available-for-sale debt securities. The Company earns a fixed return on these investments which is included within income from preferred equity investments in its consolidated statements of operations and comprehensive income. Each joint venture’s purpose is to develop or operate a portfolio of residential units. The following table summarizes the Company’s income from preferred equity investments for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Investment Name 2024 2023 Canvas at Wildwood ​ $ 17 ​ $ — Chandler ​ ​ 2,060 ​ ​ 259 Indigo Cove ​ ​ 256 ​ ​ — Peak Housing (1) ​ 523 ​ 1,350 River Ford ​ ​ 44 ​ ​ — The Cottages at Myrtle Beach ​ 2,641 ​ 2,633 The Cottages at Warner Robins (2) ​ — ​ 1,863 The Cottages of Port St. Lucie ​ 2,770 ​ 2,762 The Woods at Forest Hill (1) ​ 861 ​ 679 Wayford at Innovation Park ​ 1,702 ​ 1,619 Wayford at Pringle ​ ​ 1,063 ​ ​ — Willow Park (2) ​ — ​ 467 Total preferred returns on unconsolidated joint ventures (3) ​ $ 11,937 ​ $ 11,632 (1) The Company’s preferred equity investments in Peak Housing and The Woods at Forest Hill were fully redeemed in September 2024 and November 2024, respectively. Refer to the Preferred Equity Investment Summary disclosure below for further information. (2) The Company’s preferred equity investments in The Cottages at Warner Robins and Willow Park were redeemed in December 2023 and October 2023, respectively. (3) Total income from preferred equity investments includes both current and accrued income amounts. For the years ended December 31, 2024 and 2023, the accrued portion of the total income was $ 10.6 million and $ 8.0 million, respectively. At December 31, 2024 and 2023, the Company had $ 23.3 million and $ 13.7 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net in its consolidated balance sheets. F-23 Table of Contents ​ Preferred Equity Investment Summary During the year ended December 31, 2024, the Company entered into three separate joint venture agreements with unaffiliated third parties to develop build-to-rent, single-family residential units. The Company made commitments to invest capital for preferred equity interests in the three joint ventures as follows: (i) $ 5.3 million for 82 units located in Bluffton, South Carolina known as Indigo Cove, (ii) $ 7.0 million for 170 units located in Brunswick, Georgia known as River Ford, and (iii) $ 14.6 million for 224 units located in Wildwood, Florida known as Canvas at Wildwood. Of the Company’s aggregate commitment to invest approximately $ 26.9 million in the three joint ventures, $ 9.3 million had been funded as of December 31, 2024. In addition, and during the year ended December 31, 2024, the Company entered into an agreement with an unaffiliated third party to make a debt security investment in the aggregate amount of $ 7.8 million, all of which was funded during 2024, for 102 build-to-rent, single-family residential units located in Charlotte, North Carolina known as Wayford at Pringle. The Company also holds a loan investment in Wayford at Pringle; refer to Note 6 for further information. During the year ended December 31, 2024, the Company’s preferred equity interests in two joint ventures with unaffiliated third parties were fully redeemed as follows: (i) the Company’s investment in the Peak REIT OP (which was collateralized by single-family residential units collectively known as “Peak Housing”) which included its remaining principal investment of $ 10.6 million and accrued preferred return of $ 0.6 million, and (ii) the Company’s investment in The Woods at Forest Hill which included its principal investment of $ 5.6 million, accrued preferred return of $ 1.1 million, and a minimum multiple payment of $ 0.6 million. In addition, the remaining $ 1.7 million of the Company’s preferred equity investment in Willow Park, which was redeemed in 2023 and collateralized by The Woods at Forest Hill and other Peak REIT OP investments, was received in full by the Company in 2024. Note 8 – DST Program The Company has a program to raise capital through private placement offerings under which it sells beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (collectively, the “DST Program”). Under the DST Program, the private placement offers interest in the real property placed into a Delaware statutory trust (a “DST Property”). The underlying interest of the real property sold to investors pursuant to such private placement is leased-back by a wholly-owned subsidiary of the Operating Partnership on a long-term basis through a master lease agreement. The master lease agreement is partially guaranteed by the Operating Partnership in the form of a demand note capitalizing the lessee. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trust from the investors in exchange for OP Units or cash commencing two years after full syndication. As the Company is the primary beneficiary of the DST Property for the financial reporting purposes, the Company consolidates the DST Property and operations in its financial statements. Under the master lease, a wholly-owned indirect subsidiary of the Operating Partnership is responsible for subleasing the property to tenants, paying certain underlying costs associated with operating the property, and remitting rent to the DST that owns such property. As of December 31, 2024, the Company had one offering in its DST Program and had raised $ 4.5 million in offering proceeds of the $ 66.0 million total offering, with total net real estate investments associated with the DST Program of $ 103.4 million. Note 9 — Revolving Credit Facilities The outstanding balances on the revolving credit facilities as of December 31, 2024 and 2023 are as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Revolving Credit Facilities 2024 2023 Amended DB Credit Facility ​ $ 85,000 ​ $ 50,000 KeyBank Credit Facility ​ ​ 36,000 ​ ​ — Amended ILE Sunflower Credit Facility ​ ​ — ​ ​ 20,000 Total ​ $ 121,000 ​ $ 70,000 ​ F-24 Table of Contents Amended Deutsche Bank Credit Facility (“Amended DB Credit Facility”) On December 29, 2023, certain of the Company’s subsidiaries entered into an amended and restated credit facility (the “Amended DB Credit Facility”) with Deutsche Bank Securities Inc. (“Deutsche Bank”), as sole lead arranger, Deutsche Bank AG, New York Branch, as administrative agent, the financial institutions party thereto as lenders and Computershare Trust Company, N.A., as paying agent and calculation agent, and the Company as a guarantor. The Amended DB Credit Facility provides for a revolving loan with a maximum commitment amount of $ 150 million. Borrowings under the Amended DB Credit Facility are limited to financings related to the acquisition, renovation, rehabilitation, maintenance and leasing of single-family residential units in the Indy-Springfield, Peak JV 2 and Savannah-84 portfolios. Borrowings under the Amended DB Credit Facility bear interest on the amount drawn at Term Secured Overnight Financing Rate (“SOFR”) plus 2.80 %, and borrowings can be prepaid without premium or penalty. The interest rate on outstanding borrowings was 7.35 % at December 31, 2024. The Amended DB Credit Facility matures on April 6, 2025 and contains a one-year extension option, which the Company intends to exercise, subject to certain conditions and the payment of an extension fee. The Amended DB Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt yield and minimum debt service coverage ratio. At December 31, 2024, the Amended DB Credit Facility was drawn at $ 85 million and the Company was in compliance with all covenants under the Amended DB Credit Facility. The availability of borrowings under the Amended DB Credit Facility at December 31, 2024 was approximately $ 13 million and is based on the collateral and compliance with various ratios related to those assets. Amended ILE Sunflower Credit Facility In 2023, the Company, along with its unaffiliated joint venture partner, ILE, entered into an amended and restated credit facility with Sunflower Bank, N.A. (the “Amended ILE Sunflower Credit Facility”). The Amended ILE Sunflower Credit Facility provided for a revolving loan with an initial commitment amount of $ 20 million, which commitment contained an accordion feature to a maximum total commitment of up to $ 50 million. The Amended ILE Sunflower Credit Facility, along with three other separate non-revolving credit facilities (refer to Note 10 for further information), was used in the financing of acquisitions of single-family residential units. Borrowings under the Amended ILE Sunflower Credit Facility bore interest at Term SOFR plus 3.11 %, subject to a rate floor, and could be prepaid without penalty or premium. The Amended ILE Sunflower Credit Facility was to mature in December 2024 and contained certain financial and operating covenants, including a minimum fixed charge coverage ratio. In October 2024, the Company, along with ILE, fully paid off the outstanding balance of the Amended ILE Sunflower Credit Facility. KeyBank Credit Facility On October 25, 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program. 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 interest rate on outstanding borrowings was 7.94 % at December 31, 2024. The Company pays a fee on the unused portion of the KeyBank Credit Facility at an annual rate of 0.30 %. The KeyBank Credit Facility matures on October 25, 2026; however, borrowings under the KeyBank Credit Facility mature one-year from the date of funding, subject to certain minimum paydowns, and timing of such paydowns, pursuant to the terms of the KeyBank Credit Facility. The KeyBank Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt service coverage ratio and minimum tangible net worth. At December 31, 2024, the KeyBank Credit Facility was drawn at $ 36 million, and the Company was in compliance with all covenants under the KeyBank Credit Facility. F-25 Table of Contents Note 10 – Mortgages Payable The following table summarizes certain information at December 31, 2024 and 2023 with respect to the Company’s senior mortgage indebtedness (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding Principal As of December 31, 2024 ​ ​ December 31, ​ December 31, ​ ​ ​ Interest-only ​ ​ ​ Property ​ 2024 2023 ​ Interest Rate through date Maturity Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed Rate: ​ ​ ​ Allure at Southpark ​ $ 55,166 ​ $ — ​ 5.58 % Interest-only ​ January 1, 2030 ​ Amira at Westly ​ ​ 56,650 ​ ​ — ​ 4.81 % Interest-only ​ November 1, 2034 ​ Avenue at Timberlin Park ​ ​ 23,660 ​ ​ — ​ 5.47 % August 2027 ​ August 1, 2029 ​ ILE (1)(2) ​ ​ 27,748 ​ ​ 29,680 4.06 % (3) ​ (1) ​ Navigator Villas (4) ​ — ​ 19,702 ​ ​ ​ ​ ​ ​ Villas at Huffmeister ​ ​ 27,357 ​ ​ — ​ 3.56 % (3) ​ October 1, 2029 ​ Yauger Park Villas (5) ​ 14,044 ​ 14,350 4.86 % (3) ​ April 1, 2026 ​ Total Fixed Rate ​ $ 204,625 ​ $ 63,732 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floating Rate: ​ ​ ​ ​ ​ ​ ​ ILE (6) ​ $ 23,000 ​ $ — 7.37 % Interest-only ​ October 1, 2027 ​ Wayford at Concord (7) ​ 32,973 ​ 32,973 4.73 % May 2027 ​ May 1, 2029 ​ Total Floating Rate ​ $ 55,973 ​ $ 32,973 ​ ​ Total ​ $ 260,598 ​ $ 96,705 ​ ​ Fair value adjustments ​ ( 2,400 ) ​ 916 ​ ​ Deferred financing costs, net ​ ( 5,416 ) ​ ( 951 ) ​ ​ Total mortgages payable ​ $ 252,782 ​ $ 96,670 ​ ​ (1) ILE’s fixed rate debt represents the aggregate debt outstanding across three separate credit agreements. Of the outstanding balance, one credit agreement (“CA1”) has a balance of $ 5.6 million at a fixed rate of 3.50 % , the second credit agreement (“CA2”) has a balance of $ 17.6 million at a fixed rate of 3.75 % , and the third credit agreement (“CA3”) has a balance of $ 4.5 million at a fixed rate of 6.00 % . CA1 and CA3 each bear interest at a floating rate that is subject to an interest rate swap to effectuate a fixed rate; refer to Note 12 for further information. CA1 and CA2 both mature in 2026; CA3 matures in 2028. (2) At December 31, 2024, the lender waived the minimum debt service coverage ratio covenant under CA2 to remain in compliance with such covenant. (3) The loan requires monthly payments of principal and interest. (4) The Company sold Navigator Villas in August 2024. (5) The principal balance includes a $ 9.7 million senior loan at a fixed rate of 4.81 % and a $ 4.3 million supplemental loan at a fixed rate of 4.96 % . (6) The ILE loan bears interest at one-month Term SOFR plus 2.85 % , subject to a 6.50 % rate floor. In December 2024, the one-month Term SOFR in effect for this loan was 4.52 % . (7) The Wayford at Concord loan bears interest at the 30-day average SOFR plus 2.23 %. In December 2024, the 30-day average SOFR in effect was 4.67 %. SOFR rate is subject to a 2.50 % rate cap through April 2025. Please refer to Note 12 for further information. Deferred financing costs Costs incurred in obtaining long-term financing are amortized on a straight-line basis to interest expense over the terms of the related financing agreements, as applicable, which approximates the effective interest method. Amortization of deferred financing costs, including the amounts related to the revolving credit facilities, was $ 1.6 million and $ 3.1 million for the years ended December 31, 2024 and 2023, respectively. 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 was $ 0.1 million of expense and $ 0.3 million of income for the years ended December 31, 2024 and 2023, respectively. F-26 Table of Contents 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 are also included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations and comprehensive income. The Company had $ 0.2 million of loss on extinguishment of debt costs and no debt modification costs for the year ended December 31, 2024. The Company had no loss on extinguishment of debt or debt modification costs during 2023. Debt maturities At December 31, 2024, contractual principal payments of the Company’s borrowings, including the revolving credit facilities (refer to Note 9 for further information), for the five subsequent years and thereafter are as follows (amounts in thousands): ​ ​ ​ ​ ​ Year Total 2025 ​ $ 122,871 2026 ​ 36,652 2027 ​ 24,107 2028 ​ 5,702 2029 ​ ​ 80,450 Thereafter ​ 111,816 ​ ​ $ 381,598 Add: Unamortized fair value debt adjustment ​ ( 2,400 ) Subtract: Deferred financing costs, net ​ ​ ( 5,416 ) Total ​ $ 373,782 ​ The net book value of real estate assets providing collateral for these above borrowings, including the revolving credit facilities, was $ 594.6 million at December 31, 2024. The 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 its 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. Note 11 – Fair Value 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 F-27 Table of Contents ● 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 The carrying values and fair values of the Company’s financial instruments at December 31, 2024 and 2023 are summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ ​ Carrying Value ​ Fair Value ​ Carrying Value ​ Fair Value Assets ​ ​ ​ ​ Preferred equity investments (1) Level 3 ​ $ 81,668 ​ $ 81,668 ​ $ 82,851 ​ $ 80,551 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ Mortgages payable (2) Level 2 ​ $ 258,198 ​ $ 250,243 ​ $ 97,621 ​ $ 93,046 (1) Represents the Company’s preferred equity investments which are classified as available-for-sale (“AFS”) debt securities (refer to Note 7 for further information). These investments were previously classified as held-to-maturity debt securities and were carried at cost at December 31, 2023; however, as these investments were reclassified from held-to-maturity debt securities to AFS debt securities in 2024, these investments were carried at fair value at December 31, 2024. The Company measures the fair value of its AFS preferred equity investments utilizing observable and unobservable market inputs. 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 carrying values of the mortgages payable include ($ 2,400 ) and $ 916 of unamortized fair value debt adjustments and exclude $ 5,416 and $ 951 of deferred financing costs at December 31, 2024 and 2023, respectively. The fair value of mortgages payable is estimated based on interest rates obtained from third party lenders for similar types of borrowing arrangements. The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the years ended December 31, 2024 and 2023 are summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Investment in operating units classified as held for sale (Level 3) ​ ​ Pre-impairment amount ​ $ 13,631 ​ $ 9,990 Total impairments (1) ​ ( 2,541 ) ​ ( 1,330 ) Fair value (2) ​ $ 11,090 ​ $ 8,660 (1) Impairment amounts are included in gain on sale and (impairment) of real estate investments, net in the Company’s consolidated statements of operations and comprehensive income. (2) Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets. The estimated fair value is based on discussions with third party brokers, historical sales experience, and current market conditions. F-28 Table of Contents Fair Value Measurements on a Nonrecurring Basis The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its operating real estate and related intangible assets may not be recoverable. If the Company does not believe that it will be able to recover the carrying value of operating real estate, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate based on discounted cash flows of the operating asset using inputs that fall within Level 3 of the fair value hierarchy. During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, the Company recorded a $ 1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024, which is included in gain on sale and (impairment) of real estate investments, net in its consolidated statements of operations and comprehensive income. The Peak JV 2 portfolio is included in the scattered single-family homes segment. No impairment losses on operating real estate and related intangible assets were recorded in 2023. Derivative Financial Instruments The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The 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. Note 12 – 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 these derivative financial instruments mitigate increases in interest rates. The Company does not use derivative financial instruments for trading or speculative purposes. F-29 Table of Contents At December 31, 2024, 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 $ 155.6 million of the Company’s debt. The following table summarizes the Company’s derivative financial instruments at December 31, 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate Caps Interest Rate Swaps Notional balance ​ $ 145,473 ​ $ 10,094 Number of instruments ​ 2 ​ 2 Earliest maturity date ​ May 2025 ​ March 2026 Latest maturity date ​ May 2025 ​ August 2028 ​ The table below presents the classification and fair value of the Company’s derivative financial instruments on the consolidated balance sheets at December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging ​ Fair Values of Derivative instruments under ASC 815-20 ​ Balance Sheet Location ​ Instruments ​ ​ 2024 2023 Interest rate caps Accounts receivable, prepaids and other assets ​ $ 857 ​ $ 1,934 Interest rate swaps Accounts receivable, prepaids and other assets ​ 363 ​ 483 ​ The table below presents the classification and effect of the Company’s derivative financial instruments on its consolidated statements of operations and comprehensive income for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Effect of Derivative Instruments Derivatives not designated as hedging ​ Location of Gain (Loss) ​ on the Statements of Operations instruments under ASC 815-20 ​ Recognized in Income ​ and Comprehensive Income ​ ​ ​ 2024 2023 Interest rate caps Interest expense ​ $ ( 3,765 ) ​ $ ( 2,768 ) Interest rate swaps Interest expense ​ ( 120 ) ​ ​ ( 165 ) ​ Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. ​ ​ ​ Note 13 – 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”), which is an affiliate of Bluerock Real Estate, LLC (“BRE”), pursuant to which the Manager provides for the day-to-day management of the Company’s operations. Pursuant to the terms of the Management Agreement, the Manager provides the Company with a management team and appropriate support personnel to provide such management services to the Company. The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directions (the “Board”). 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, 2025 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. Prior to the fourth quarter 2024, the Management Agreement provided that (i) the base management fee and the incentive fee would be allocated and payable as one half ( 50 %) in C-LTIP Units and the F-30 Table of Contents remainder payable in cash or C-LTIP Units, at the discretion of the Board, and (ii) the operating expense reimbursement shall be payable either in cash or C-LTIP Units, at the discretion of the Board. Commencing with the fourth quarter 2024, the Management Agreement provides that (i) the base management fee shall be paid in cash unless there is an agreement between the Board and the Manager to pay all or a portion of the base management fee in C-LTIP Units, and (ii) the operating expense reimbursement remains payable either in cash or C-LTIP Units, at the discretion of the Board. The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the average of the closing prices of the Class A common stock for the five business days prior to issuance. For the year ended December 31, 2024, the Company recorded a base management fee of $ 9.1 million, of which $ 3.6 million was, or shall be, paid in C-LTIP Units with the remainder paid in cash. For the year ended December 31, 2023, the Company recorded a base management fee of $ 7.9 million, of which all was paid in C-LTIP Units. There have been no incentive fee expenses incurred during the years ended December 31, 2024 and 2023. For the years ended December 31, 2024 and 2023, the Company recorded operating expense reimbursements of $ 4.4 million and $ 2.8 million, respectively. Commencing with the operating expense reimbursement for the first quarter 2024, the Company paid, and expects to continue to pay, the operating expense reimbursement to the Manager entirely in cash; prior to the first quarter 2024, the Company paid the operating expense reimbursement to the Manager entirely through the issuance of C-LTIP Units. The operating expense reimbursement for the year ended December 31, 2024 included reimbursements to the Manager in the aggregate amount of $ 2.9 million for accounting and legal services. Prior to the fourth quarter 2023, the Manager elected to not seek reimbursements for accounting and legal services during the Company’s first year of operations. In addition, for the years ended December 31, 2024 and 2023, the Company recorded direct expense reimbursements of $ 0.4 million and $ 0.3 million, respectively, which were paid to the Manager in cash. Both the operating and direct expense reimbursements were recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. The table below presents the related party amounts payable to the Manager at December 31, 2024 and 2023 pursuant to the terms of the Management Agreement (amounts in thousands). The Company records these payables in due to affiliates in its consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ Amounts payable to the Manager under the Management Agreement 2024 2023 Base management fee ​ $ 2,490 ​ $ 2,048 Operating and direct expense reimbursements ​ 1,224 ​ 1,365 Offering expense reimbursements ​ ​ 148 ​ ​ 96 Total amounts payable to the Manager ​ $ 3,862 ​ $ 3,509 ​ 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 31, 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 December 31, 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands). No amounts were receivable from BREH at December 31, 2023. The Company records these receivables in due from affiliates in its consolidated balance sheets. F-31 Table of Contents ​ ​ ​ ​ ​ Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement 2024 Capital improvement cost reimbursements ​ $ 925 Operating and direct expense reimbursements ​ 124 Total amounts receivable from the Manager ​ $ 1,049 ​ At December 31, 2024 and 2023, the Company had no other receivables due from any related parties. BR Amira DST Manager, LLC - Amira at Westly DST The Company has agreed to pay an asset management fee equal to 0.02 % per annum of the Amira at Westly purchase price of $ 103 million, or $ 206,000 annually, to BR Amira DST Manager, LLC, which is wholly owned by Bluerock Asset Management, LLC. During the year ended December 31 2024, the Company incurred a total asset management fee related to Amira at Westly of $ 35,000 which is recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income. The Company did no t incur any asset management fees related to Amira at Westly in 2023. In addition, the Company incurred a one-time acquisition fee of $ 2.1 million payable to BR Amira DST Manager, LLC upon the completion of the Amira at Westly private placement offering. The table below presents the related party amounts payable to BR Amira DST Manager, LLC at December 31, 2024 (amounts in thousands). No amounts were payable at December 31, 2023. The Company records these payables in due to affiliates in its consolidated balance sheets. ​ ​ ​ ​ Amounts payable to BR Amira DST Manager, LLC 2024 One-time acquisition fee ​ $ 2,083 Asset management fees ​ 35 Total amounts payable to BR Amira DST Manager, LLC ​ $ 2,118 ​ Selling Commissions and Dealer Manager Fees In conjunction with the offering of the Company’s Series A Preferred Stock (refer to Note 14 for further information), the Company engaged a related party as dealer manager, and pays up to 10 % of the gross offering proceeds from the offering as selling commissions and dealer manager fees. The 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 year ended December 31, 2024, the Company incurred $ 7.3 million in selling commissions and discounts and $ 3.1 million in dealer manager fees and discounts related to its offering of Series A Preferred Stock. In addition, the Manager was, or shall be, reimbursed for offering costs of $ 1.0 million in conjunction with the offering of Series A Preferred Stock during the year ended December 31, 2024. The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering. Note 14 – Stockholders’ Equity Net Loss Per Common Share Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock, LTIP Units and C-LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period. Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock, LTIP Units and C-LTIP Units. 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. F-32 Table of Contents The following table reconciles the components of basic and diluted net loss per common share for the years ended December 31, 2024 and 2023 (amounts in thousands, except share and per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 Net loss ​ $ ( 12,091 ) ​ $ ( 15,767 ) Less preferred stock dividends ​ ​ ( 4,022 ) ​ ​ ( 130 ) Less preferred stock accretion ​ ( 244 ) ​ — Less dividends on restricted stock and LTIP Units expected to vest ​ ​ — ​ ​ ( 498 ) Addback net loss attributable to noncontrolling interests ​ 12,123 ​ 11,394 Net loss attributable to common stockholders ​ $ ( 4,234 ) ​ $ ( 5,001 ) ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding (1) ​ 3,856,162 ​ 3,845,349 Potential dilutive shares (2) ​ — ​ — Weighted average common shares outstanding and potential dilutive shares (1) ​ 3,856,162 ​ 3,845,349 ​ ​ ​ ​ ​ ​ ​ Net loss per common share, basic ​ $ ( 1.10 ) ​ $ ( 1.30 ) Net loss per common share, diluted ​ $ ( 1.10 ) ​ $ ( 1.30 ) (1) Amounts relate to shares of the Company’s Class A and Class C common stock outstanding. (2) For the year ended December 31, 2024, (i) the potential vesting of restricted Class A common stock of 5,288 shares, and (ii) the potential conversion of the Series A Preferred Stock into Class A common stock of 3,310,998 shares, are excluded from the diluted shares calculation as the effect is antidilutive.For the year ended December 31, 2023, (i) the potential vesting of restricted Class A common stock of 3,595 shares, and (ii) the potential conversion of the Series A Preferred Stock into Class A common stock of 110,328 shares, are excluded from the diluted shares calculation as the effect is antidilutive. ​ The effect of the conversion of OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common stock on a one -for-one basis. The income allocable to such OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these OP Units would have no net impact on the determination of diluted earnings per share. Series A Redeemable Preferred Stock The 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) ranks senior to all classes of the Company’s common stock. The Series A Preferred Stock is entitled, when and as authorized by the Board and declared by the Company out of legally available funds, to priority cumulative dividends at an annual rate of 6.0 % of the stated value of $ 25.00 per share (the “Stated Value”) to be paid monthly, in arrears. Holders may, at their option, elect to have the Company redeem their shares through the first year from issuance subject to a 12 % redemption fee. After year one , the redemption fee decreases to 9 %, after year two it decreases to 6 %, after year three it decreases to 3 %, and after year four there is no redemption fee. Any redeemed shares are entitled to any accrued but unpaid dividends at the time of the redemption, payable by the Company, at its option, in either cash or in equal value of shares of its Class A common stock. The Company has the right to redeem the Series A Preferred Stock beginning two years from the original issuance for the Stated Value, plus any accrued and unpaid dividends, in either cash or in equal value of shares of its Class A common stock, at the Company’s option, with the number of shares of Class A common stock issued for redemption (if any) based on the closing price per share of the Class A common stock for the single trading day prior to the date of redemption. F-33 Table of Contents In November 2023, the Company announced the payment of additional contingent special daily dividends with respect to the Company’s Series A Preferred Stock. This dividend was aggregated with the regular monthly dividend so as to effect a dividend rate of two percent over the average 10-Year Daily Treasury Par Yield Curve Rate with a floor of 6 % annually, calculated and paid monthly. Commencing in November 2023, the Series A Preferred Stock additional contingent special dividend was declared for each month for which the Board declared the regular monthly dividend of $ 0.125 per outstanding share of Series A Preferred Stock. In May 2024, the Company announced the payment of an enhanced special dividend replacing the additional contingent special daily dividend. The enhanced special dividend is aggregated with the regular monthly dividend so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5 % minimum and an 8.5 % maximum annual rate, calculated and paid monthly. Commencing in May 2024, the Series A Preferred enhanced special dividend was declared for each month for which the Board declared the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock. At the date of issuance, the carrying amount of the Series A Preferred Stock was less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of December 31, 2024, the Company had recorded a total of $ 0.2 million of accretion related to the Series A Preferred Stock. During the year ended December 31, 2024, the Company issued 4,198,566 shares of Series A Preferred Stock at the Stated Value under its continuous registered offering with net proceeds of approximately $ 92.9 million after (i) commissions, dealer manager fees and sales discounts of approximately $ 10.6 million, and (ii) costs related to establishing the offering of Series A Preferred Stock of approximately $ 1.5 million. As of December 31, 2024, the Company had issued a total of 4,635,241 shares of Series A Preferred Stock with total net proceeds of approximately $ 101.1 million after commissions, dealer manager fees, sales discounts and offering costs. During the year ended December 31, 2024, the Company, at the request of holders, redeemed 6,560 shares of Series A Preferred Stock through the issuance of 9,103 shares of Class A common stock. Class C Common Stock The Company’s Class C common stock will be equivalent in all material respects to, and rank on parity with, the Company’s Class A common stock, except that each share of Class C common stock will entitle the holder thereof to up to fifty votes. A holder of Class C common stock will not be entitled to a number of votes in excess of the number of its direct and indirect economic interests in the Operating Partnership. Therefore, no holder of Class C common stock will have a number of votes in respect of its shares of Class C common stock that exceeds the number of shares of Class C common stock, C-LTIP units, LTIP units, C-OP units and OP units beneficially owned by such holder. In order to implement this limitation, the number of votes (“Class C Votes”) per share of Class C common stock beneficially owned by a holder will equal the lesser of: (x) 50 and (y) the quotient of (A) the sum of (1) the number of shares of Class C common stock beneficially owned by such holder plus (2) the number of C-LTIP units beneficially owned by such holder plus (3) the number of LTIP units beneficially owned by such holder plus (4) the number of C-OP units beneficially owned by such holder plus (5) the number of OP units beneficially owned by such holder (each of a share of Class C common stock, a C-LTIP unit, a LTIP unit, a C-OP unit and an OP Unit, a “Class C Interest”) divided by (B) the number of shares of Class C common stock beneficially owned by such holder. If any Class C Interest is beneficially owned by more than one holder of Class C common stock and would, in the absence of this sentence, increase the number of Class C Votes of more than one such holder of Class C common stock by virtue of clause (y) of the immediately preceding sentence, then such Class C Interest shall only increase the number of Class C Votes of the ultimate beneficial owner of such Class C Interest that is also such a holder of Class C common stock, and not any other holder of Class C common stock. Shares of the Company’s Class C common stock may be converted, or automatically convert, in certain circumstances to shares of the Company’s Class A common stock on a one -for-one basis. Subject to the preferential rights, if any, of holders of any class or series of the Company’s stock other than the Company’s Class A common stock and to the provisions of the Company’s charter regarding the restrictions on the ownership and transfer of stock, the holders of the Company’s Class C common stock will be entitled to receive distributions authorized by the Company’s Board and declared by the Company out of legally available funds after payment of, or provision for, full cumulative distributions on and any required redemptions of shares of any series of preferred stock then outstanding. F-34 Table of Contents Class A Common Stock Repurchase Plan On February 13, 2024, the Company’s Board authorized a stock repurchase plan that provided for the repurchase, from time to time, of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act. The repurchase plan had a term of one year and ended in February 2025. The Company made no repurchases of its Class A common stock under the stock repurchase plan. The Board did authorize a new stock repurchase plan in late February 2025; refer to Note 17 for further information. Operating Partnership and Long-Term Incentive Plan Units On April 2, 2014, Bluerock Residential entered into the Second Amended and Restated Agreement of Limited Partnership of its Operating Partnership, Bluerock Residential Holdings, L.P. (the “Partnership Agreement”), pursuant to which Bluerock Residential was the sole general partner of the Operating Partnership. On September 22, 2022, the Partnership Agreement was amended by the Thirteenth Amendment thereto, pursuant to which Bluerock Residential withdrew as the general partner of the Operating Partnership and the Company was admitted as the sole general partner thereof. The Company may not be removed as general partner of the Operating Partnership by the limited partners with or without cause. The Partnership Agreement, as amended, provides, among other things, that the Operating Partnership initially has two classes of limited partnership interests: OP Units and LTIP Units. Certain OP units will be designated as “C-OP Units” and certain LTIP units will be designated as “C-LTIP Units.” The Company expects that its Operating Partnership will issue OP units to limited partners, including the Company, in exchange for capital contributions of cash or property, including in connection with the contribution of the net proceeds of any future offering of the Company’s shares, as described above, and that the Company’s Operating Partnership will issue LTIP units, pursuant to the BHM Incentive Plans, to persons (including its Manager, directors and employees) or entities who provide services to the Company. In addition, the Company’s Operating Partnership will issue C-LTIP Units to the Company’s Manager pursuant to the Management Agreement. In calculating the percentage interests of the partners in the Operating Partnership, LTIP Units are treated as OP Units. Additional C-LTIP Units will also be issuable to the Company’s executive officers or other service providers of the Company at the discretion of its Board. Pursuant to the Partnership Agreement the Company will be obligated to file a registration statement covering the issuance or resale of shares of common stock received by limited partners who held their Partnership Units as of the date of the partnership agreement (including their transferees and assigns) upon such limited partners’ redemption of their OP units, under which the Company will agree to use reasonable efforts to have the registration statement declared effective, to register or qualify such shares under the securities or blue sky laws of such jurisdictions within the United States as required by law, to list the Company’s shares of common stock issued pursuant to the exercise of redemption rights on any securities exchange or national market system upon which the Company’s shares of common stock are then listed, and to indemnify limited partners exercising redemption rights against all losses caused by any untrue statement of a material fact contained in the registration statement, preliminary prospectus or prospectus or caused by any omission to state a material fact required to be stated or necessary to make the statements therein not misleading, except insofar as such losses are caused by any untrue statement or omission based upon information furnished to us by such limited partners. In general, LTIP Units will receive the same per-unit distributions as the OP Units. Initially, each LTIP Unit will have a capital account balance of zero and, therefore, will not have full parity with OP Units with respect to any liquidating distributions. However, the Partnership Agreement, as amended provides that “book gain,” or economic appreciation, in the Company’s assets realized by the Operating Partnership as a result of the actual sale of all or substantially all of the Operating Partnership’s assets, or the revaluation of the Operating Partnership’s assets as provided by applicable U.S. Department of Treasury regulations, will be allocated first to the holders of LTIP Units until their capital account per unit is equal to the average capital account per-unit of the Company’s OP Unit holders in the Operating Partnership. As of December 31, 2024, limited partners other than the Company owned approximately 69.48 % of the common units of the Operating Partnership ( 7,365,735 OP Units, or 56.72 %, is held by OP Unit holders, and 1,657,139 LTIP Units, or 12.76 %, is held by LTIP Unit holders, including 3.09 % which are not vested at December 31, 2024). 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. F-35 Table of Contents During the year ended December 31, 2024, the Company granted C-LTIP Units to the Manager pursuant to the Management Agreement as follows: (i) 151,600 and 95,204 C-LTIP Units granted on February 21, 2024 in payments of the full base management fee of $ 2.0 million and the full operating expense reimbursement of $ 1.3 million, respectively, incurred for the fourth quarter 2023; (ii) 60,080 C-LTIP Units granted on May 14, 2024 in payment of one half ( 50 %) of the total base management fee of $ 2.1 million incurred for the first quarter 2024; (iii) 58,390 C-LTIP Units granted on August 8, 2024 in payment of one half ( 50 %) of the total base management fee of $ 2.2 million incurred for the second quarter 2024; and (iv) 83,564 C-LTIP Units granted on November 12, 2024 in payment of one half ( 50 %) of the total base management fee of $ 2.4 million incurred for the third quarter 2024. All 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. Equity Incentive Plans The Company’s Board has adopted, and the Company’s sole initial stockholder has approved, the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Individuals (the “BHM Individuals Plan”) and the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Entities (the “BHM Entities Plan”). Together, the Company refers to the BHM Individuals Plan and the BHM Entities Plan as the “BHM Incentive Plans.” The BHM Incentive Plans provide for the grant of options to purchase shares of the Company’s common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of its Board. The aggregate number of shares of the Company’s common stock authorized for issuance under the BHM Incentive Plans is 3,597,109 , with (i) 1,200,000 shares available for issuance under the BHM Incentive Plans, and (ii) 2,397,109 shares subject to awards granted under the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Individuals and the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities (together, the “Prior Plans”) that may become available for issuance or reissuance, as applicable, under the BHM Incentive Plans if such awards are forfeited, canceled or otherwise terminated (other than by exercise). LTIP Unit Grants During the years ended December 31, 2024 and 2023, under the BHM Incentive Plans, (i) employees were granted LTIP Units and shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a three-year period, and (ii) each independent member of the Board was granted LTIP Units in payment of the equity portion of their respective annual retainers, with such LTIP Units fully vested upon issuance. ​ F-36 Table of Contents A summary of the status of the Company’s non-vested shares and LTIP Units granted under the BHM Incentive Plans as of December 31, 2023 and 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Weighted average grant- ​ ​ Shares / LTIP Units ​ date fair value Balance at January 1, 2023 405,796 ​ $ 22.64 Granted 186,137 ​ 17.00 Vested ( 94,375 ) ​ 22.43 Forfeited — ​ — Balance at December 31, 2023 497,558 ​ $ 20.57 Granted ​ 199,810 ​ ​ 16.61 Vested ​ ( 140,327 ) ​ ​ 19.82 Forfeited ​ ( 58,000 ) ​ ​ 16.69 Balance at December 31, 2024 ​ 499,041 ​ $ 19.65 ​ 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 years ended December 31, 2024 and 2023, the Company recognized compensation expense for such LTIP Units of approximately $ 2.6 million and $ 2.3 million, respectively. Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. As of December 31, 2024, there was $ 7.1 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 2.6 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. The Company recognized compensation expense ratably over the vesting period for time-based RSGs. During the years ended December 31, 2024 and 2023, the Company recognized compensation expense for all such RSGs of approximately $ 0.5 million and $ 0.1 million, respectively. Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. As of December 31, 2024, 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 2.06 years. During the years ended December 31, 2024 and 2023, the Company recognized expense of $ 0.3 million and $ 0.3 million, respectively, based on the fair value at the date of grant for the LTIP Units granted to each independent member of the Board. Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. F-37 Table of Contents 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 Special Dividend ​ December 19, 2023 ​ December 29, 2023 ​ $ 1.00 ​ January 5, 2024 Class C common stock Special Dividend ​ ​ ​ December 19, 2023 ​ December 29, 2023 ​ $ 1.00 ​ January 5, 2024 Series A Preferred Stock (1) ​ ​ ​ October 13, 2023 ​ December 22, 2023 ​ $ 0.125 ​ January 5, 2024 January 15, 2024 ​ January 25, 2024 ​ ​ 0.125 ​ February 5, 2024 January 15, 2024 ​ February 23, 2024 ​ ​ 0.125 ​ March 5, 2024 January 15, 2024 ​ March 25, 2024 ​ ​ 0.125 ​ April 5, 2024 April 12, 2024 ​ April 25, 2024 ​ ​ 0.125 ​ May 3, 2024 April 12, 2024 ​ May 24, 2024 ​ ​ 0.125 ​ June 5, 2024 April 12, 2024 ​ June 25, 2024 ​ ​ 0.125 ​ July 5, 2024 July 12, 2024 ​ July 25, 2024 ​ ​ 0.125 ​ August 5, 2024 July 12, 2024 ​ August 23, 2024 ​ ​ 0.125 ​ September 5, 2024 July 12, 2024 ​ September 25, 2024 ​ ​ 0.125 ​ October 4, 2024 October 14, 2024 ​ October 25, 2024 ​ ​ 0.125 ​ November 5, 2024 October 14, 2024 ​ November 25, 2024 ​ ​ 0.125 ​ December 5, 2024 October 14, 2024 ​ December 24, 2024 ​ ​ 0.125 ​ January 3, 2025 Series A Preferred Special Dividend (2) ​ ​ ​ November 7, 2023 ​ Each day of December 1 - 31, 2023 ​ $ 0.002469 ​ January 5, 2024 January 15, 2024 ​ Each day of January 1 - 31, 2024 ​ ​ 0.000337 ​ February 5, 2024 January 15, 2024 ​ Each day of February 1 - 29, 2024 ​ ​ 0.003458 ​ March 5, 2024 January 15, 2024 ​ Each day of March 1 - 31, 2024 ​ ​ 0.004603 ​ April 5, 2024 April 12, 2024 ​ Each day of April 1 - 30, 2024 ​ ​ 0.009953 ​ May 3, 2024 Series A Preferred Enhanced Special Dividend (3) ​ ​ ​ ​ ​ ​ ​ May 3, 2024 ​ May 24, 2024 ​ $ 0.027507 ​ June 5, 2024 May 3, 2024 ​ June 25, 2024 ​ ​ 0.027775 ​ July 5, 2024 July 12, 2024 ​ July 25, 2024 ​ ​ 0.027862 ​ August 5, 2024 July 12, 2024 ​ August 23, 2024 ​ ​ 0.027633 ​ September 5, 2024 July 12, 2024 ​ September 25, 2024 ​ ​ 0.022237 ​ October 4, 2024 October 14, 2024 ​ October 25, 2024 ​ ​ 0.016593 ​ November 5, 2024 October 14, 2024 ​ November 25, 2024 ​ ​ 0.013024 ​ December 5, 2024 October 14, 2024 ​ December 24, 2024 ​ ​ 0.010417 ​ January 3, 2025 (1) Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding. (2) Holders of record of Series A Preferred Stock shares as of the close of business on each day of the applicable month were entitled to additional contingent special daily dividends for each such day, to be aggregated and payable (if at all) on the payable date, in each case equal to the amount (if any) by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average 10-year Daily Treasury Par Yield Curve Rate for the period from the 26 th of the prior month to the 25 th of the applicable month (as reported by the United States Department of the Treasury), plus (II) two percent, divided by (b) twelve, divided further by (c) the actual number of days in the applicable month, exceeds (ii) the quotient of (a) $ 0.125 divided by (b) the actual number of days in the applicable month. (3) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend, which replaces the additional contingent special daily dividends, equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one -month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve , exceeds (ii) the standard monthly dividend of $ 0.125 per share of Series A Preferred Stock. 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. F-38 Table of Contents Distributions declared and paid for the year ended December 31, 2024 were as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Distributions 2024 Declared Paid First Quarter ​ ​ ​ ​ ​ ​ Class A common stock ​ $ — ​ $ 3,871 Class C common stock ​ ​ — ​ ​ 8 Series A Preferred Stock (1) ​ ​ 253 ​ ​ 206 OP Units ​ ​ — ​ ​ 7,366 LTIP / C-LTIP Units ​ ​ — ​ ​ 1,143 Total First Quarter ​ $ 253 ​ $ 12,594 Second Quarter ​ ​ ​ ​ ​ ​ Series A Preferred Stock (1) ​ $ 562 ​ $ 396 Total Second Quarter ​ $ 562 ​ $ 396 Third Quarter ​ ​ ​ ​ ​ Series A Preferred Stock (1) ​ $ 1,412 ​ $ 1,129 Total Third Quarter ​ $ 1,412 ​ $ 1,129 Fourth Quarter ​ ​ Series A Preferred Stock (1) ​ $ 1,795 ​ $ 1,726 Total Fourth Quarter ​ $ 1,795 ​ $ 1,726 Total ​ $ 4,022 ​ $ 15,845 (1) Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value plus any special and enhanced special dividends . ​ Note 15 – Commitments and Contingencies The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 17.6 million and $ 0.2 million as of December 31, 2024 and 2023, respectively. The Company had no contractual commitments to fund future cash obligations in any of its loan investments as of the year ended 2024 or 2023. In addition, the Company has made a commitment to fund the total estimated project costs of $ 56.9 million for the construction of Abode Wendell Falls, a 170 -unit build-to-rent development project in Wendell, North Carolina. At December 31, 2024, the remaining estimated project costs to complete the Abode Wendell Falls development was $ 49.4 million. The 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 31, 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. The Company recognizes the single lease component on a straight-line basis over the term of the Lease, and expenses that are non-components of the lease, such as real estate taxes for which the Company is not a direct beneficiary of the arrangement, are expensed in the period in which the obligation for those payments are incurred. For the year ended December 31, 2024, the Company recorded $ 0.03 million of net rent expense related to the Lease. F-39 Table of Contents Upon commencement of the Lease in November 2024, the Company recorded a right-of-use asset of $ 5.1 million and a lease liability of $ 5.0 million in its consolidated balance sheets. 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. The calculation of these amounts includes minimum lease payments over the Lease term, and the value of the right-of-use asset exceeds the value of the lease liability due to a prepaid lease payment. 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 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. The Lease contains an extension option; however, the extension option was not included when determining the right-of-use asset or lease liability as it is not reasonably certain that the Company will exercise its option. The Lease does not include any residual value guarantees , and no variable lease payments were identified or included in the right-of-use asset and lease liability calculations. At December 31, 2024, the remaining right-of-use asset and lease liability balances were each $ 5.0 million, and the remaining Lease term was approximately 6.5 years. In addition, the Company incurred tenant improvement costs related to the renovation and buildout of the NY Premises which are capitalized and included within net real estate investments of the Company’s consolidated balance sheets. 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 December 31, 2024 (amounts in thousands): ​ ​ ​ ​ Year Total 2025 ​ $ 446 2026 ​ 1,070 2027 ​ 1,070 2028 ​ 1,070 2029 ​ 1,070 Thereafter ​ 1,773 Total future minimum lease payments (undiscounted cash flows) ​ $ 6,499 Difference between future undiscounted cash flows and discounted cash flows ​ ( 1,530 ) Total operating lease liability ​ $ 4,969 ​ ​ Note 16 – 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) scattered single-family homes, and (ii) residential communities. The CODMs do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of the Company’s portfolio of properties/investments. Scattered single-family homes segment includes the acquisition, ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management. Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. 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. F-40 Table of Contents The following table summarizes NOI by the Company’s reportable segments for the years ended December 31, 2024 and 2023, and reconciles NOI to net income attributable to common stockholders on the Company’s statements of operations and comprehensive income. Prior year amounts have been reclassified to conform to the current period segment presentation (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Rental and other property revenues ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 32,135 ​ $ 31,411 Residential communities ​ 16,449 ​ 9,588 Total rental and other property revenues ​ 48,584 ​ 40,999 ​ ​ ​ ​ ​ ​ ​ Property operating expenses ​ ​ Scattered single-family homes ​ 17,194 ​ 16,058 Residential communities ​ 6,950 ​ 3,106 Total property operating expenses ​ 24,144 ​ 19,164 ​ ​ ​ ​ ​ ​ ​ Net operating income ​ ​ Scattered single-family homes ​ 14,941 ​ 15,353 Residential communities ​ 9,499 ​ 6,482 Total net operating income ​ 24,440 ​ 21,835 Reconciling items: ​ ​ Interest income from loan investments ​ 1,630 ​ 94 Property management and asset management fee expenses ​ ( 4,715 ) ​ ( 4,416 ) General and administrative expenses ​ ( 10,592 ) ​ ( 8,004 ) Management fees to related party ​ ( 9,111 ) ​ ( 7,922 ) Acquisition and other transaction costs ​ ( 255 ) ​ ( 1,820 ) Weather-related losses, net ​ ( 170 ) ​ 17 Depreciation and amortization ​ ( 19,940 ) ​ ( 16,178 ) Other income ​ 330 ​ 679 Income from preferred equity investments ​ 11,937 ​ 11,632 Recovery of (provision for) credit losses, net ​ 93 ​ ( 174 ) Gain on sale and (impairment) of real estate investments, net ​ 7,081 ​ ( 1,017 ) Loss on extinguishment of debt ​ ( 151 ) ​ — Interest expense, net ​ ( 18,092 ) ​ ( 13,102 ) Interest income ​ 5,424 ​ 2,609 Net loss ​ ( 12,091 ) ​ ( 15,767 ) Preferred stock dividends ​ ( 4,022 ) ​ ( 130 ) Preferred stock accretion ​ ( 244 ) ​ — Net loss attributable to noncontrolling interests ​ ( 12,123 ) ​ ( 11,394 ) Net loss attributable to common stockholders ​ $ ( 4,234 ) ​ $ ( 4,503 ) ​ ​ F-41 Table of Contents The following table reconciles the Company’s total revenue for reportable segments to total revenues on the Company’s consolidated statement of operations and comprehensive income for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Revenues ​ ​ ​ ​ ​ ​ Rental and other property revenues ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 32,135 ​ $ 31,411 Residential communities ​ 16,449 ​ 9,588 Total rental and other property revenues ​ 48,584 ​ 40,999 Interest income from loan investments ​ ​ 1,630 ​ ​ 94 Total revenues ​ $ 50,214 ​ $ 41,093 ​ Asset information by reportable segment is not provided as the CODMs do not use asset values to make decisions about the allocation of resources. ​ Note 17 – Subsequent Events Issuance of LTIP Units under the BHM Incentive Plans On January 1, 2025, the Company granted 5,405 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance. Declaration of Dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date Record Date Amount Paid / Payable Date Series A Preferred Stock (1) ​ ​ ​ January 15, 2025 ​ January 24, 2025 ​ $ 0.125 ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ 0.125 ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ 0.125 ​ April 4, 2025 Series A Preferred Enhanced Special Dividend ​ ​ ​ ​ ​ January 15, 2025 ​ January 24, 2025 ​ ​ (2) ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ ​ (2) ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ ​ (2) ​ April 4, 2025 (1) Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding. (2) Holders of record of Series A Preferred Stock shares 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. Distributions Paid The following distributions were declared and/or paid to the Company’s stockholders subsequent to December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution Total Shares (1) ​ Declaration Date ​ Record Date ​ Date Paid ​ per Share ​ Distribution Series A Preferred Stock ​ October 14, 2024 ​ December 24, 2024 ​ January 3, 2025 ​ $ 0.135417 ​ $ 617 Series A Preferred Stock ​ January 15, 2025 ​ January 24, 2025 ​ February 5, 2025 ​ 0.135417 ​ 641 Series A Preferred Stock ​ January 15, 2025 ​ February 25, 2025 ​ March 5, 2025 ​ ​ 0.135417 ​ ​ 667 Total ​ ​ ​ ​ ​ ​ $ 1,925 (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. F-42 Table of Contents Series A Preferred Stock Redemption Safeguard Policy On February 6, 2025, the Company implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to its Series A Preferred Stock. The Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of the Company’s Class A common stock rather than in cash (each, a “Preferred Redemption in common stock”). The Policy provides that if, within 10 business days of any such Preferred Redemption in common stock, any such shares of Class A common stock are sold at a loss (i.e. a lower price than the Aggregate Redemption Value), the holder can apply to the Company for a cash payment to the holder in an amount equal to the difference between (i) the Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Policy. The Policy applies both retroactively, and on a go-forward basis, to holders of the Company’s Series A Preferred Stock. Class A Common Stock Repurchase Plan On February 28, 2025, the Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act. The repurchase plan has a term of one year and may be discontinued at any time. 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. Commencement of Common Stock Dividends On March 11, 2025 , the Company declared , and its Board previously authorized, quarterly cash dividends of $ 0.125 per share , or $ 0.50 per share annually, for the Company’s Class A common stock and Class C common stock for each quarter of fiscal year 2025. The common stock dividends will be payable quarterly to the stockholders of record as of (i) March 25, 2025 , (ii) June 25, 2025 , (iii) September 25, 2025 , and (iv) December 24, 2025 , which will be paid in cash on (i) April 4, 2025 , (ii) July 3, 2025 , (iii) October 3, 2025 , and (iv) January 5, 2026 , respectively. ​ ​ F-43 Table of Contents ​ ​ ​ ​ Bluerock Homes Trust, Inc. ​ Schedule III - Real Estate and Accumulated Depreciation December 31, 2024 (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ COLUMN A COLUMN B ​ COLUMN C COLUMN D ​ COLUMN E COLUMN F COLUMN G COLUMN H ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Life on Which ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation in ​ ​ ​ ​ ​ ​ ​ Initial Cost ​ Capitalized ​ Gross Amount at Which Carried at Close of Period ​ ​ ​ ​ ​ ​ Latest Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Building and ​ Subsequent ​ ​ Building and ​ ​ ​ ​ ​ Accumulated ​ Date of ​ Statement is Property Location ​ Encumbrance ​ Land Improvements to Acquisition ​ Land Improvements ​ Total ​ Depreciation Acquisition Computed Real Estate Held for Investment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Abode Wendell Falls (1) ​ NC ​ ​ — ​ ​ 6,514 ​ ​ — ​ ​ 986 ​ ​ 6,514 ​ ​ 986 ​ ​ 7,500 ​ ​ — ​ 2023 ​ 3 - 40 Years Allure at Southpark ​ NC ​ ​ 55,166 ​ ​ 10,451 ​ ​ 80,917 ​ ​ — ​ ​ 10,451 ​ ​ 80,917 ​ ​ 91,368 ​ ​ 190 ​ 2024 ​ 3 - 40 Years Amira at Westly ​ FL ​ ​ 56,650 ​ ​ 15,287 ​ ​ 88,602 ​ ​ 39 ​ ​ 15,287 ​ ​ 88,641 ​ ​ 103,928 ​ ​ 490 ​ 2024 ​ 3 - 40 Years Avenue at Timberlin Park ​ FL ​ ​ 23,660 ​ ​ 4,752 ​ ​ 28,512 ​ ​ 814 ​ ​ 4,752 ​ ​ 29,326 ​ ​ 34,078 ​ ​ 439 ​ 2024 ​ 3 - 40 Years Ballast AZ / CO / WA ​ — ​ 7,272 ​ 25,900 ​ 1,469 ​ 7,321 ​ 27,320 ​ 34,641 ​ 2,609 2022 3 - 40 Years Golden Pacific IN / KS / MO ​ — ​ 6,105 ​ 29,519 ​ 5,034 ​ 6,105 ​ 34,553 ​ 40,658 ​ 3,448 2021 / 2022 3 - 40 Years ILE TX / SE US ​ 50,748 ​ 21,889 ​ 88,425 ​ 12,642 ​ 21,889 ​ 101,067 ​ 122,956 ​ 10,557 2021 / 2022 3 - 40 Years Indy-Springfield (2) ​ IN / MO ​ ​ — ​ ​ 7,254 ​ ​ 39,001 ​ ​ 3,704 ​ ​ 7,258 ​ ​ 42,701 ​ ​ 49,959 ​ ​ 5,023 ​ 2021 ​ 3 - 40 Years Peak JV 2 (2) Various / TX ​ — ​ 9,221 ​ 67,531 ​ 8,712 ​ 9,233 ​ 76,231 ​ 85,464 ​ 8,763 2021 / 2022 3 - 40 Years Peak JV 3 (3) TX ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — 2021 3 - 40 Years Savannah-84 (2) GA ​ — ​ 2,698 ​ 17,880 ​ 315 ​ 2,698 ​ 18,195 ​ 20,893 ​ 1,451 2022 3 - 40 Years Villas at Huffmeister ​ TX ​ ​ 27,357 ​ ​ 7,950 ​ ​ 32,818 ​ ​ 717 ​ ​ 7,950 ​ ​ 33,535 ​ ​ 41,485 ​ ​ 937 ​ 2024 ​ 3 - 40 Years Wayford at Concord NC ​ 32,973 ​ 2,933 ​ 40,922 ​ 245 ​ 2,933 ​ 41,167 ​ 44,100 ​ 4,850 2021 3 - 40 Years Yauger Park Villas WA ​ 14,044 ​ 1,322 ​ 24,575 ​ 801 ​ 1,322 ​ 25,376 ​ 26,698 ​ 3,606 2021 3 - 40 Years Subtotal ​ 260,598 ​ 103,648 ​ 564,602 ​ 35,478 ​ 103,713 ​ 600,015 ​ 703,728 ​ 42,363 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Single-family properties held for sale (4) ​ Various ​ ​ — ​ ​ 4,093 ​ ​ 17,817 ​ ​ 1,665 ​ ​ 4,093 ​ ​ 19,482 ​ ​ 23,575 ​ ​ 1,760 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-Real Estate assets ​ ​ ​ ​ ​ ​ ​ ​ REIT Operating Partnership ​ MI ​ ​ — ​ ​ — ​ ​ — ​ ​ 453 ​ ​ — ​ ​ 453 ​ ​ 453 ​ ​ 6 ​ 2024 ​ 5 Years REIT Operator MI ​ — ​ — ​ 185 ​ ( 143 ) ​ — ​ 42 ​ 42 ​ 41 2017 5 Years Subtotal ​ — ​ — ​ 185 ​ 310 ​ — ​ 495 ​ 495 ​ 47 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ $ 260,598 ​ $ 107,741 ​ $ 582,604 ​ $ 37,453 ​ $ 107,806 ​ $ 619,992 ​ $ 727,798 ​ $ 44,170 (1) Abode Wendell Falls is a build - to - rent development project that commenced construction in 2024 . (2) Indy-Springfield, Peak JV 2 and Savannah-84 were funded, in part, by the Amended DB Credit Facility. At December 31, 2024, the outstanding Amended DB Credit Facility balance was $ 85 million. (3) All 90 units of Peak JV 3 were classifed as held for sale at December 31, 2024 and are included in Total Single-family properties held for sale. (4) An aggregate of 167 units are classifed as held for sale, with such units included in the following portfolios: 8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3. ​ ​ F-44 Table of Contents ​ ​ ​ ​ Bluerock Homes Trust, Inc. ​ Notes to Schedule III December 31, 2024 (amounts in thousands) ​ ​ 1. Reconciliation of Real Estate Properties The following table reconciles the Real Estate Properties from January 1, 2023 to December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Balance at January 1 ​ $ 498,542 ​ $ 489,991 Acquisition of real estate ​ 269,289 ​ 10,843 Capital expenditures ​ 9,863 ​ 8,180 Impairment ​ ​ ( 4,703 ) ​ ​ ( 1,330 ) Disposition of real estate ​ ​ ( 45,193 ) ​ ​ ( 9,142 ) Balance at December 31 ​ $ 727,798 ​ $ 498,542 ​ 2. Reconciliation of Accumulated Depreciation The following table reconciles the Real Estate Properties from January 1, 2023 to December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Balance at January 1 ​ $ 33,642 ​ $ 17,865 Current year depreciation expense ​ 17,379 ​ 16,178 Disposition of real estate ​ ( 6,851 ) ​ ( 401 ) Balance at December 31 ​ $ 44,170 ​ $ 33,642 ​ ​ ​ F-45 Table of Contents ​ ​ ​ ​ Bluerock Homes Trust, Inc. ​ Schedule IV - Loans on Real Estate December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Amount of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Face Amount of ​ Carrying Amount of ​ Loans Subject to ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Periodic Payment ​ ​ ​ Loans ​ Loans ​ Delinquent Description Property Name Location Interest Rate Maturity Date Terms Prior Liens (in thousands) (in thousands) Principal or Interest Real Estate Loans on Residential Rental Community (1) Wayford at Pringle Charlotte,NC 9.09 % 10/10/2026 12 — ​ $ 22,300 ​ $ 22,300 — ​ ​ Willow Park ​ Willow Park, TX ​ 7.50 % 4/28/2025 ​ 12 ​ — ​ ​ 9,400 ​ ​ 9,400 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 31,700 ​ $ 31,700 ​ ​ (1) Refer to Note 6 for further information regarding the Wayford at Pringle and Willow Park loans. ​ ​ F-46 Table of Contents Bluerock Homes Trust, Inc. Note to Schedule IV - Reconciliation of Loans on Real Estate (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Balance at beginning of period ​ $ 17,684 ​ $ — Additions during period: ​ ​ ​ Purchases ​ 22,300 ​ 17,684 Deductions during period: ​ ​ Collections of principal ​ ( 8,284 ) ​ — Balance at end of period ​ $ 31,700 ​ $ 17,684 ​ ​ ​ F-47 Table of Contents EXHIBIT INDEX Exhibit Number Description 2.1 ​ Separation and Distribution Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P. and Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 3.1 ​ Second Articles of Amendment and Restatement of Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 3.2 ​ Amended and Restated Bylaws of Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 3.3 ​ Articles Supplementary of the Company, dated December 1, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 5, 2022 ​ ​ ​ 3.4 ​ Articles Supplementary of the Company, dated January 24, 2023, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-11 (SEC File No. 333-269415) filed on January 25, 2023 ​ ​ ​ 3.5 ​ Articles Supplementary of the Company, dated March 14, 2023, incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10 - K filed on March 22, 2023 ​ ​ ​ 4(vi) ​ Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ​ ​ ​ 10.1 ​ Tax Matters Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P., Bluerock REIT Holdings, LLC and Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.2 ​ Management Agreement, dated as of October 5, 2022, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.3 ​ Amendment to Management Agreement, dated January 10, 2023, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 12, 2023 ​ ​ ​ 10.4 ​ Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Individuals, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.5 ​ Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Entities, incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.6 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and R. Ramin Kamfar, effective October 6, 2022, incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.7 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Jordan Ruddy, effective October 6, 2022, incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.8 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Ryan MacDonald, effective October 6, 2022, incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 85 Table of Contents 10.9 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and James G. Babb, III, effective October 6, 2022, incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.10 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Christopher J. Vohs, effective October 6, 2022, incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.11 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Michael DiFranco, effective October 6, 2022, incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.12 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Jason Emala, effective October 6, 2022, incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.13 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and I. Bobby Majumder, effective October 6, 2022, incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.14 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Elizabeth Harrison, effective October 6, 2022, incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.15 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Kamal Jafarnia, effective October 6, 2022, incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.16 ​ Indemnification Agreement by and among Bluerock Homes Trust, Inc., Bluerock Residential Holdings, L.P. and Romano Tio, effective October 6, 2022, incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed on October 6, 2022 ​ ​ ​ 10.17 ​ Loan Agreement, dated April 6, 2022, by and among persons that are party thereto listed as Borrowers, persons party thereto that are listed as Equity Owners, Bluerock Residential Holdings, LP, persons that are party thereto listed as Lenders, Deutsche Bank Securities Inc., Deutsche Bank AG, New York Branch and Computershare Trust Company, N.A., incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022 ​ ​ ​ 10.18 ​ Sponsor Guaranty, dated April 6, 2022, by and between Bluerock Homes Trust, Inc. and Deutsche Bank AG, New York Branch, incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022 ​ ​ ​ 10.19 ​ Managing Broker Dealer Agreement by and among Bluerock Homes Trust, Inc. and Bluerock Capital Markets, LLC, dated November 1, 2022, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2022 ​ ​ ​ 10.20 ​ Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated April 2, 2014, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on April 8, 2014 ​ ​ ​ 10.21 ​ First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated October 21, 2015, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on October 21, 2015 ​ ​ ​ 10.22 ​ Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated December 21, 2015, incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on December 22, 2015 86 Table of Contents ​ ​ ​ 10.23 ​ Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated March 1, 2016, incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on March 1, 2016 ​ ​ ​ 10.24 ​ Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated March 29, 2016, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on April 19, 2016 ​ ​ ​ 10.25 ​ Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated July 15, 2016, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on July 18, 2016 ​ ​ ​ 10.26 ​ Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated October 11, 2016, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on October 12, 2016 ​ ​ ​ 10.27 ​ Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated July 21, 2017, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on July 21, 2017 ​ ​ ​ 10.28 ​ Eighth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated October 31, 2017, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on November 6, 2017 ​ ​ ​ 10.29 ​ Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 15, 2017, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on November 20, 2017 ​ ​ ​ 10.30 ​ Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated August 6, 2018, incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Bluerock Residential Growth REIT, Inc. filed on August 8, 2018 ​ ​ ​ 10.31 ​ Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 16, 2018, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on November 19, 2018 ​ ​ ​ 10.32 ​ Twelfth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 19, 2019, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on November 19, 2019 ​ ​ ​ 10.33 ​ Thirteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated September 22, 2022, incorporated by reference to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on September 22, 2022 ​ ​ ​ 10.34 ​ Fourteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated December 1, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2022 ​ ​ ​ 10.35 ​ Fifteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated January 24, 2023, incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-11 (SEC File No. 333-269415) filed on January 25, 2023 ​ ​ ​ 10.36 ​ Form of Dealer Manager Agreement by and among Bluerock Homes Trust, Inc. and Bluerock Capital Markets, LLC, incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-11 (SEC File No. 333-269415) filed on January 25, 2023 87 Table of Contents ​ ​ ​ 10.37 ​ Contribution Agreement by and between BR S2 Allure JV, LLC, S2 Allure REIT Subsidiary LLC, S2C REIT OP, LP, S2 Allure BEVE LLC, S2 Allure ARO LLC, S2 Allure VAU LLC, and S2 Allure LLC, dated as of November 20, 2024, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 26, 2024 ​ ​ ​ 14.1 ​ Code of Business Conduct and Ethics, effective October 6, 2022, incorporated by reference to Exhibit 14.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022 ​ ​ ​ 14.2 ​ Code of Ethics for Senior Executive and Financial Officers, effective October 6, 2022, incorporated by reference to Exhibit 14.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022 ​ ​ ​ 21.1 ​ Subsidiaries of the Registrant ​ ​ ​ 23.1 ​ Consent of Grant Thornton LLP ​ ​ ​ 23.2 ​ Consent of Plante Moran, PC, incorporated by reference to Exhibit 23.1 to the Current Report on Form 8-K filed by the Company on November 14, 2024 ​ ​ ​ 31.1 ​ Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 31.2 ​ Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 32.1 ​ Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 97 ​ Bluerock Homes Trust, Inc. Executive Incentive-Based Compensation Recoupment Policy dated October 6, 2022. ​ ​ ​ 99.1 ​ Consent of Kroll, LLC, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on February 14, 2024 ​ ​ ​ 99.2 ​ Press Release of Bluerock Homes Trust, Inc. dated February 22, 2024, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on February 22, 2024 ​ ​ ​ 99.3 ​ Press Release of Bluerock Homes Trust, Inc. dated May 3, 2024, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on May 7, 2024 ​ ​ ​ 99.4 ​ Presentation, dated June 4, 2024, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on June 3, 2024 ​ ​ ​ 101.1 ​ The following information from the Company’s annual report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Balance Sheets; (ii) Statements of Operations; (iii) Statement of Stockholders’ Equity; (iv) Statements of Cash Flows ​ ​ ​ 104.1 ​ Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101.1) ​ ​ ​ 88