Other Information
−Removed: During the quarter ended September 30, 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).
−Removed: Extension of Exemption from 9.8% Ownership Limitation
−Removed: As previously disclosed in the Current Report on Form 8-K filed with the SEC on July 12, 2023 by the Company, on June 28, 2023, pursuant to Section 6.1.8 of Article VI of the Company’s Second Articles of Amendment and Restatement dated October 5, 2022 (the “Charter”), the Board adopted resolutions decreasing each of the Aggregate Share Ownership Limit and the Common Share Ownership Limit (each as defined in the Charter) from 9.8% to 8.75% (in value or in number of shares, whichever is more restrictive) for all stockholders of the Company that are not Excepted Holders (as defined in the Charter) (collectively, the “Decreased Ownership Limits”), in connection with an exemption granted by the Board, pursuant to Section 6.1.7 of the Charter, to Par Sanda and Sand Capital Associates, LLC, a Florida limited liability company (together, the “Sand Group”) from the Aggregate Share Ownership Limit and the Common Share Ownership Limit and establishing an Excepted Holder Limit (as defined in the Charter) for the Sand Group, subject to certain limitations and conditions (collectively, the “Original Exemption”).
−Removed: The Decreased Ownership Limits and the Original Exemption were to terminate no later than December 28, 2024 (the “Revocation Date”).
−Removed: On November 5, 2024, pursuant to the Charter, the Board adopted resolutions to modify and extend the Original Exemption (the “Modified Exemption”) such that the Revocation Date will be no later than December 31, 2025 (the “Extended Revocation Date”);
−Removed: provided, however, that the Modified Exemption is conditioned on the same terms as the Original Exemption, with the exception of the Extended Revocation Date.
−Removed: We have elected to make the foregoing disclosure in this Quarterly Report on Form 10-Q instead of in a Current Report on Form 8-K under Item 8.01.
+Added: During the quarter ended March 31, 2025, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934) 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).
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
11 unchanged sentences
333-269415) filed on January 25, 2023
+Added: Second Amendment to Management Agreement, dated February 28, 2025, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc.
+Added: and Bluerock Residential Holdings, L.P., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 - K filed on March 6, 2025
+Added: Consent of RSM US LLP, incorporated by reference to Exhibit 23.1 to the Company’s Current Report on Form 8 - K/A filed on January 16, 2025
+Added: Consent of Plante Moran, PC, incorporated by reference to Exhibit 23.1 to the Company’s Current Report on Form 8 - K/A filed on February 18, 2025
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2 unchanged sentences
1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: The following information from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language):
+Added: Press release dated February 6, 2025, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8 - K filed on February 12, 2025
+Added: Consent of Kroll, LLC, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 18, 2024
+Added: Press release dated March 6, 2025, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on March 6, 2025
+Added: The following information from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) Balance Sheets;
−Removed: (ii) Statements of Operations;
+Added: (ii) Statements of Operations and Comprehensive Income;
(iii) Statement of Stockholders’ Equity;
4 unchanged sentences
BLUEROCK HOMES TRUST, INC .
−Removed: November 14, 2024
Chief Executive Officer
(Principal Executive Officer)
−Removed: November 14, 2024
/s/ Christopher J.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.