Bluerock Homes Trust, Inc. 10-Q

Item 1. Financial Statements BLUEROCK HOMES TRUST, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Unaudited) ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2025 2024 ASSETS ​ ​ Net Real Estate Investments ​ ​ Land ​ $ 103,299 ​ $ 103,713 Buildings and improvements ​ 579,817 ​ 580,110 Furniture, fixtures and equipment ​ 20,310 ​ 19,414 Construction in process ​ ​ 2,919 ​ ​ 986 Total gross operating real estate investments ​ 706,345 ​ 704,223 Accumulated depreciation ​ ( 47,812 ) ​ ( 42,410 ) Total net operating real estate investments ​ 658,533 ​ 661,813 Operating real estate held for sale, net ​ ​ 18,386 ​ ​ 21,815 Total Net Real Estate Investments ​ ​ 676,919 ​ ​ 683,628 Cash and cash equivalents ​ 134,748 ​ 115,209 Restricted cash ​ 15,939 ​ 16,032 Notes and accrued interest receivable, net ​ ​ 9,449 ​ ​ 32,067 Accounts receivable, prepaids and other assets, net ​ 36,133 ​ 34,575 Preferred equity investments, net ​ 88,953 ​ 81,668 In-place lease intangible assets, net ​ ​ 849 ​ ​ 2,749 Due from affiliates ​ ​ 1,256 ​ ​ 1,049 Non-real estate assets associated with operating real estate held for sale ​ ​ 125 ​ ​ 16 TOTAL ASSETS ​ $ 964,371 ​ $ 966,993 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ ​ ​ Mortgages payable ​ $ 251,457 ​ $ 252,782 Revolving credit facilities ​ 85,000 ​ 121,000 Accounts payable ​ 824 ​ 803 Other accrued liabilities ​ 18,739 ​ 16,914 Due to affiliates ​ 5,916 ​ 5,980 Distributions payable ​ ​ 2,331 ​ ​ 617 Liabilities associated with operating real estate held for sale ​ ​ 137 ​ ​ 6 Total Liabilities ​ 364,404 ​ 398,102 6.0 % Series A Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 30,000,000 shares authorized; 5,278,493 and 4,628,681 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively ​ ​ 116,746 ​ ​ 102,154 Equity ​ ​ ​ ​ Stockholders’ Equity ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 220,000,000 shares authorized; no shares issued and outstanding at March 31, 2025 and December 31, 2024 ​ ​ — ​ — Common stock - Class A, $ 0.01 par value, 562,500,000 shares authorized; 3,953,219 and 3,953,919 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively ​ ​ 40 ​ 40 Common stock - Class C, $ 0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at March 31, 2025 and December 31, 2024 ​ ​ — ​ — Additional paid-in-capital ​ ​ 119,083 ​ ​ 118,495 Cumulative earnings in excess of distributions ​ ​ 17,684 ​ ​ 20,709 Accumulated other comprehensive gain (loss) ​ ​ 307 ​ ​ ( 164 ) Total Stockholders’ Equity ​ ​ 137,114 ​ ​ 139,080 Noncontrolling Interests ​ ​ ​ ​ ​ ​ Operating partnership units ​ ​ 307,411 ​ ​ 310,275 Partially owned properties ​ ​ 38,696 ​ ​ 17,382 Total Noncontrolling Interests ​ ​ 346,107 ​ ​ 327,657 Total Equity ​ ​ 483,221 ​ ​ 466,737 TOTAL LIABILITIES AND EQUITY ​ $ 964,371 ​ $ 966,993 ​ See Notes to Consolidated Financial Statements 3 Table of Contents BLUEROCK HOMES TRUST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) (In thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2025 2024 Revenues ​ ​ Rental and other property revenues ​ $ 15,910 ​ $ 10,758 Interest income from loan investments ​ 503 ​ 418 Total revenues ​ 16,413 ​ 11,176 ​ ​ ​ ​ ​ ​ ​ Expenses ​ ​ ​ ​ Property operating ​ 7,652 ​ 5,005 Property management and asset management fees ​ 1,325 ​ 1,132 General and administrative ​ 3,057 ​ 2,868 Management fees to related party ​ 2,540 ​ 2,071 Acquisition and other transaction costs ​ 76 ​ 4 Depreciation and amortization ​ 7,492 ​ 4,008 Total expenses ​ 22,142 ​ 15,088 ​ ​ ​ ​ ​ ​ ​ Other (expense) income ​ ​ ​ ​ Other (expense) income, net ​ ( 59 ) ​ 240 Income from preferred equity investments ​ ​ 3,110 ​ ​ 2,741 Recovery of (provision for) credit losses, net ​ 102 ​ ( 95 ) Gain on sale and impairment of real estate investments, net ​ 703 ​ 173 Loss on extinguishment of debt costs ​ ​ ( 4 ) ​ ​ — Interest expense, net ​ ( 6,211 ) ​ ( 3,512 ) Interest income ​ ​ 1,104 ​ ​ 1,195 Total other (expense) income ​ ( 1,255 ) ​ 742 Loss before income taxes ​ ( 6,984 ) ​ ( 3,170 ) Income tax expense ​ ​ ( 346 ) ​ ​ — Net loss ​ ​ ( 7,330 ) ​ ​ ( 3,170 ) Preferred stock dividends ​ ​ ( 2,010 ) ​ ​ ( 253 ) Preferred stock accretion ​ ​ ( 523 ) ​ ​ — Net loss attributable to noncontrolling interests ​ ​ ​ ​ ​ ​ Operating partnership units ​ ( 5,661 ) ​ ( 2,169 ) Partially-owned properties ​ ( 1,673 ) ​ ( 234 ) Net loss attributable to noncontrolling interests ​ ( 7,334 ) ​ ( 2,403 ) Net loss attributable to common stockholders ​ $ ( 2,529 ) ​ $ ( 1,020 ) ​ ​ ​ ​ ​ Net loss per common share – Basic ​ $ ( 0.67 ) ​ $ ( 0.27 ) Net loss per common share – Diluted ​ $ ( 0.67 ) ​ $ ( 0.27 ) ​ ​ ​ ​ ​ Weighted average basic common shares outstanding ​ ​ 3,864,622 ​ ​ 3,848,494 Weighted average diluted common shares outstanding ​ ​ 3,864,622 ​ ​ 3,848,494 ​ ​ ​ ​ ​ ​ ​ Other comprehensive income ​ ​ ​ ​ ​ ​ Unrealized gain on available for sale investments ​ $ 1,524 ​ $ — Less unrealized gain attributable to Operating partnership units ​ ​ ( 1,053 ) ​ ​ — Other comprehensive income attributable to common stockholders ​ ​ 471 ​ ​ — Comprehensive loss attributable to noncontrolling interests ​ ​ ( 6,281 ) ​ ​ ( 2,403 ) Comprehensive loss attributable to common stockholders ​ $ ( 2,058 ) ​ $ ( 1,020 ) ​ See Notes to Consolidated Financial Statements ​ 4 Table of Contents BLUEROCK HOMES TRUST, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2025 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) (In thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Common Stock ​ Class C Common Stock ​ Additional ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Number ​ ​ ​ ​ Number ​ ​ ​ ​ Paid-in ​ Cumulative ​ Other Comprehensive ​ Noncontrolling ​ ​ ​ ​ of Shares Par Value of Shares Par Value Capital Earnings (Loss) Income Interests Total Equity Balance, January 1, 2025 ​ 3,953,919 ​ $ 40 ​ 8,489 ​ $ — ​ $ 118,495 ​ $ 20,709 ​ $ ( 164 ) ​ $ 327,657 ​ $ 466,737 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Forfeiture) issuance of restricted Class A common stock and long-term incentive plan (“LTIP”) Units for equity incentive plan compensation ​ ( 700 ) ​ ​ — ​ — ​ ​ — ​ ​ 150 ​ ​ — ​ ​ — ​ ​ 1,014 ​ ​ 1,164 Issuance of C-LTIP Units to Manager ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 245 ​ ​ 245 Common stock distributions declared ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 496 ) ​ ​ — ​ ​ — ​ ​ ( 496 ) Series A Preferred Stock distributions declared ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 2,010 ) ​ ​ — ​ ​ — ​ ​ ( 2,010 ) Series A Preferred Stock accretion ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 523 ) ​ ​ — ​ ​ — ​ ​ ( 523 ) Distributions to Operating Partnership noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,133 ) ​ ​ ( 1,133 ) Distributions to partially owned properties’ noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 135 ) ​ ​ ( 135 ) Contributions from noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 25,178 ​ ​ 25,178 Total comprehensive income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 471 ​ ​ 1,053 ​ ​ 1,524 Adjustment for noncontrolling interest ownership in the Operating Partnership ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,619 ) ​ ​ — ​ ​ — ​ ​ 1,619 ​ ​ — Adjustment for noncontrolling interest ownership in partially owned properties ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,057 ​ ​ — ​ ​ — ​ ​ ( 2,057 ) ​ ​ — Net income (loss) ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 4 ​ ​ — ​ ​ ( 7,334 ) ​ ​ ( 7,330 ) Balance, March 31, 2025 ​ 3,953,219 ​ $ 40 ​ 8,489 ​ $ — ​ $ 119,083 ​ $ 17,684 ​ $ 307 ​ $ 346,107 ​ $ 483,221 ​ See Notes to Consolidated Financial Statements ​ 5 Table of Contents BLUEROCK HOMES TRUST, INC. FOR THE THREE MONTHS ENDED MARCH 31, 2024 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) (In thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Common Stock ​ Class C Common Stock ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ ​ ​ Number ​ ​ ​ Paid-in ​ Cumulative ​ Noncontrolling ​ ​ ​ ​ of Shares Par Value of Shares Par Value Capital Earnings Interests Total Equity Balance, January 1, 2024 ​ 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 ​ — ​ — ​ — ​ — ​ 47 ​ ​ — ​ 971 ​ 1,018 Issuance of C-LTIP Units to Manager ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3,333 ​ ​ 3,333 Series A Preferred Stock distributions declared ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 253 ) ​ ​ — ​ ​ ( 253 ) Distributions to partially owned properties’ noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 53 ) ​ ​ ( 53 ) Contributions from noncontrolling interests ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 953 ​ ​ 953 Adjustment for noncontrolling interest ownership in the Operating Partnership ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,901 ) ​ ​ — ​ ​ 1,901 ​ ​ — Net loss ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 767 ) ​ ​ ( 2,403 ) ​ ​ ( 3,170 ) Balance, March 31, 2024 ​ 3,871,265 ​ $ 39 ​ 8,489 ​ $ — ​ $ 120,515 ​ $ 23,923 ​ $ 327,950 ​ $ 472,427 ​ See Notes to Consolidated Financial Statements ​ 6 Table of Contents BLUEROCK HOMES TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2025 2024 Cash flows from operating activities ​ ​ Net loss ​ $ ( 7,330 ) ​ $ ( 3,170 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 8,168 ​ 4,338 Amortization of fair value adjustments ​ 81 ​ ( 80 ) Income from preferred equity investments ​ ( 3,110 ) ​ ( 2,741 ) Gain on sale and impairment of real estate investments, net ​ ​ ( 703 ) ​ ​ ( 173 ) Fair value adjustment of interest rate caps and swaps ​ ​ 778 ​ ​ 715 (Recovery of) provision for credit losses, net ​ ( 102 ) ​ 95 Loss on extinguishment of debt costs ​ 4 ​ — Noncash operating lease expense ​ ​ 152 ​ ​ — Distributions of income and income from preferred equity investments ​ 1,282 ​ 244 Share-based compensation attributable to equity incentive plan ​ 1,164 ​ 1,018 Share-based compensation to Manager – C-LTIP Units ​ 245 ​ 3,333 Changes in operating assets and liabilities: ​ ​ ​ ​ Due from affiliates, net ​ ( 270 ) ​ ( 106 ) Accounts receivable, prepaids and other assets ​ ( 1,187 ) ​ ( 1,599 ) Notes and accrued interest receivable ​ 419 ​ ( 23 ) Accounts payable and other accrued liabilities ​ 1,360 ​ ( 744 ) Net cash provided by operating activities ​ 951 ​ 1,107 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ Acquisitions of real estate investments ​ — ​ ( 17,454 ) Capital expenditures ​ ( 3,845 ) ​ ( 1,737 ) Investment in notes receivable ​ — ​ ( 9,606 ) Repayments on notes receivable ​ 22,300 ​ 4,005 Proceeds from sale of real estate investments ​ ​ 6,282 ​ ​ 3,706 Proceeds from redemption of preferred equity investments ​ — ​ 1,800 Investment in preferred equity investments ​ ( 5,762 ) ​ — Net cash provided by (used in) investing activities ​ 18,975 ​ ( 19,286 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ Distributions to common stockholders ​ — ​ ( 3,879 ) Distributions to noncontrolling interests ​ — ​ ( 8,509 ) Distributions to partially owned properties’ noncontrolling interests ​ ( 135 ) ​ ( 53 ) Distributions to preferred stockholders ​ ​ ( 1,925 ) ​ ​ ( 206 ) Contributions from noncontrolling interests ​ 25,178 ​ 953 Repayments on mortgages payable ​ ( 1,689 ) ​ ( 405 ) Proceeds from revolving credit facilities ​ — ​ 35,000 Repayments on revolving credit facilities ​ ​ ( 36,000 ) ​ ​ — Payments of deferred financing fees ​ ​ ( 2 ) ​ ​ ( 544 ) Net proceeds from issuance of 6.0 % Series A Redeemable Preferred Stock ​ ​ 14,093 ​ ​ 8,567 Net cash (used in) provided by financing activities ​ ( 480 ) ​ 30,924 ​ ​ ​ ​ ​ Net increase in cash, cash equivalents and restricted cash ​ $ 19,446 ​ $ 12,745 Cash, cash equivalents and restricted cash, beginning of year ​ 131,241 ​ 86,384 Cash, cash equivalents and restricted cash, end of period ​ $ 150,687 ​ $ 99,129 ​ ​ ​ ​ ​ ​ ​ Reconciliation of cash, cash equivalents and restricted cash ​ ​ ​ ​ Cash and cash equivalents ​ $ 134,748 ​ $ 92,251 Restricted cash ​ ​ 15,939 ​ ​ 6,878 Total cash, cash equivalents and restricted cash, end of period ​ $ 150,687 ​ $ 99,129 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information ​ ​ ​ ​ Cash paid for interest (net of interest capitalized) ​ $ 4,677 ​ $ 2,337 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash investing and financing activities ​ ​ ​ ​ Distributions payable – declared and unpaid ​ $ 2,331 ​ $ 99 Mortgage assumed upon property acquisition ​ $ — ​ $ 24,333 Capital expenditures held in accounts payable and other accrued liabilities ​ $ 1,406 ​ $ 327 ​ See Notes to Consolidated Financial Statements 7 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”) was incorporated in Maryland 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 March 31, 2025, 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 5,048 residential units, comprised of 3,414 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 March 31, 2025, the Company’s consolidated operating investments were approximately 91.9 % occupied; excluding units classified as held for sale and down/renovation units, the Company’s consolidated operating investments were approximately 94.1 % 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 Basis of Presentation and Principles of Consolidation The Company conducts its operations through Bluerock Residential Holdings, L.P., its operating partnership (the “Operating Partnership”), of which it is the sole general partner. The consolidated financial statements include the Company’s accounts and those of the Operating Partnership and its subsidiaries. As of March 31, 2025, limited partners other than the Company owned approximately 69.59 % of the common units of the Operating Partnership, of which 56.54 % were held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 13.05 % were held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.08 % which were not vested at March 31, 2025. Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation. Summary of Significant Accounting Policies Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025 for discussion of the Company’s significant accounting policies. During the three months ended March 31, 2025, there were no material changes to these policies. 8 Table of Contents 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. Prior to the fourth quarter 2024, the Company 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 March 31, 2025, the Company does not have the positive intent to hold all the securities to maturity. As such, the Company has reclassified all its previously held-to-maturity debt securities to AFS debt securities. For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. The Company recognizes interest income on its notes receivable on the accrual method unless a significant uncertainty of collection exists. 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. 9 Table of Contents Income Taxes For the three months ended March 31, 2025, the Company recorded current income tax expense of approximately $ 0.2 million and state income tax expense of $ 0.1 million, which is included in income tax expense on the Company’s consolidated statements of operations and comprehensive income. No income tax expense was recorded in 2024. Interim Financial Information The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“GAAP”) for interim financial reporting, and the instructions to Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all the information and notes or disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for interim periods should not be considered indicative of the operating results for a full year. The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and disclosures required by GAAP for complete financial statements. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s audited consolidated financial statements for the year ended December 31, 2024 contained in the Annual Report on Form 10-K as filed with the SEC on March 20, 2025. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. New Accounting Pronouncements In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40)” (“ASU 2024-03”). The amendments in ASU 2024-03 require additional disclosure of specified information about certain costs and expenses within the notes to the financial statements. The amendments in ASU 2024-03 are effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial disclosures. 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. 10 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 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, with 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, uncertainty and volatility of debt and equity markets, and a slowdown in the U.S. and global economies. The announced tariffs are likely to increase construction costs and further reduce already constrained new supply starts, which could adversely impact the timing of actual completion and/or stabilization of build - to - rent communities, including potential delays due to supply shortages and labor shortages. The long-term impact of these economic developments will largely depend on any future action by the Federal Reserve, future laws that may be enacted, the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets. The Company continues to closely monitor the impact of economic volatility on all aspects of its business. Note 3 – Sale of Real Estate Assets Sale of Consolidated Operating Units During the first quarter 2025, the Company closed on the following sales: seven units in the ILE portfolio, four units in the Indy-Springfield portfolio, ten units in the Peak JV 2 portfolio, and eighteen units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements. The thirty-nine units were sold for an aggregate of approximately $ 6.9 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering six units in the ILE portfolio of approximately $ 1.2 million, the sales of the thirty-nine units generated net proceeds of approximately $ 5.1 million and a gain on sales of approximately $ 0.8 million. 11 Table of Contents Held for Sale At March 31, 2025, the Company classified an aggregate of 138 units as held for sale in its consolidated balance sheets, and for the three months ended March 31, 2025, the Company recorded an impairment of $ 0.1 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 138 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: 11 units of ILE, 33 units of Indy-Springfield, 22 units of Peak JV 2, and all 72 units of Peak JV 3. These units were identified based on submarket analysis and individual unit-level operational review. Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets. ​ Note 4 - Investments in Real Estate As of March 31, 2025, the Company held twenty-three real estate investments, consisting of fourteen consolidated operating investments and nine held through preferred equity and loan investments. The following tables provide summary information regarding the Company’s consolidated operating investments and preferred equity and loan investments. 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 ​ 471 ​ 95 % Indy-Springfield ​ IN / MO ​ 319 ​ 100 % Peak JV 2 ​ Various / TX ​ 563 ​ 80 % Peak JV 3 ​ Dallas-Fort Worth, TX ​ 72 ​ 56 % Savannah-84 ​ Savannah, GA ​ 84 ​ 100 % Total Scattered Single-Family Homes ​ ​ ​ 1,762 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ Allure at Southpark ​ Charlotte, NC ​ 350 ​ 98 % Amira at Westly ​ Tampa, FL ​ 408 ​ 51 % 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 ​ ​ ​ 3,244 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Development Investment Name ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ Abode Wendell Falls ​ Wendell, NC ​ 170 ​ 100 % Total Development Units ​ ​ ​ 170 ​ ​ ​ Total Units ​ ​ ​ 3,414 ​ ​ ​ (1) Total number of units includes an aggregate of 138 units classified as held for sale, with such units included in the following portfolios: 11 units of ILE, 33 units of Indy-Springfield, 22 units of Peak JV 2, and all 72 units of Peak JV 3. ​ Depreciation expense was $ 5.6 million and $ 4.0 million for the three months ended March 31, 2025 and 2024, respectively. Intangibles related to the Company’s consolidated investments in real estate consist of the value of in-place leases. Amortization expense related to the in-place leases was $ 1.9 million and zero for the three months ended March 31, 2025 and 2024, respectively. 12 Table of Contents Preferred Equity and Loan Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actual / ​ ​ ​ ​ Planned ​ ​ ​ ​ Number of Lease-up Investment Name Location / Market Units Chandler ​ Chandler, AZ ​ 208 The Cottages at Myrtle Beach Myrtle Beach, SC 294 Wayford at Innovation Park ​ Charlotte, NC ​ 210 Willow Park ​ Willow Park, TX ​ 58 Total Lease-up Units ​ ​ ​ 770 ​ ​ ​ ​ ​ Development Investment Name ​ ​ Canvas at Wildwood ​ Wildwood, FL ​ 224 Indigo Cove Bluffton, SC 82 River Ford ​ Brunswick, GA ​ 170 Total Development Units ​ ​ ​ 476 ​ ​ ​ ​ ​ Operating Investment Name (1) ​ ​ ​ ​ The Cottages of Port St. Lucie ​ Port St. Lucie, FL ​ 286 Wayford at Pringle ​ Charlotte, NC ​ 102 Total Operating Units ​ ​ ​ 388 Total Units ​ ​ ​ 1,634 (1) Operating investments represent stabilized operating properties. ​ Note 5 – Notes and Interest Receivable Following is a summary of the notes and accrued interest receivable due from loan investments at March 31, 2025 and December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Investment Name 2025 2024 Notes Receivable ​ ​ ​ ​ ​ ​ Wayford at Pringle (1) ​ $ — ​ $ 22,300 Willow Park ​ 9,400 ​ 9,400 Total notes receivable ​ $ 9,400 ​ $ 31,700 ​ ​ ​ ​ ​ ​ ​ Accrued Interest Receivable ​ ​ ​ ​ Wayford at Pringle (1) ​ $ — ​ $ 419 Willow Park ​ 51 ​ 51 Total accrued interest receivable ​ $ 51 ​ $ 470 Total notes and accrued interest receivable ​ $ 9,451 ​ $ 32,170 Allowance for credit losses ​ ​ ( 2 ) ​ ​ ( 103 ) Total, net ​ $ 9,449 ​ $ 32,067 (1) In February 2025, the Company’s loan investment in Wayford at Pringle was paid off in full, including any accrued but unpaid interest amounts. Refer to the Loan Investment Summary disclosure below for further information. 13 Table of Contents Allowance for Credit Losses The provision for credit losses of the Company’s loan investments at March 31, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ 2025 ​ 2024 Beginning balances, net as of January 1, 2025 and 2024, respectively ​ $ 103 ​ $ 16 (Recovery of) provision for credit losses on pool of assets, net (1) ​ ​ ( 101 ) ​ ​ 87 Allowance for credit losses, net, end of period ​ $ 2 ​ $ 103 (1) Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets. The recovery of credit losses during the period ended March 31, 2025 was primarily attributable to the removal of one investment to the pool of assets. Following is a summary of the interest income from loan investments for the three months ended March 31, 2025 and 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, Investment Name ​ ​ 2025 ​ ​ 2024 The Woods at Forest Hill (1) ​ $ — ​ $ 186 Wayford at Pringle ​ 327 ​ ​ 111 Willow Park ​ 176 ​ ​ 121 Total ​ $ 503 ​ $ 418 (1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full. Loan Investment Summary During the three months ended March 31, 2025, the Company’s loan investment in Wayford at Pringle was paid off in full in the aggregate amount of $ 23.0 million, which included principal investment of $ 22.3 million and accrued interest of $ 0.7 million. ​ ​ 14 Table of Contents Note 6 – Preferred Equity Investments At March 31, 2025, 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 carrying amount of the Company’s preferred equity investments at March 31, 2025 and December 31, 2024 is summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, Investment Name 2025 2024 Canvas at Wildwood ​ $ 3,207 ​ $ 1,928 Chandler ​ ​ 15,000 ​ ​ 15,000 Indigo Cove ​ ​ 3,784 ​ ​ 3,581 River Ford ​ 4,785 ​ 3,788 The Cottages at Myrtle Beach ​ 17,913 ​ 17,913 The Cottages of Port St. Lucie ​ ​ 18,785 ​ ​ 18,785 Wayford at Innovation Park ​ 15,400 ​ 13,400 Wayford at Pringle ​ 9,082 ​ 7,800 Total ​ $ 87,956 ​ $ 82,195 Gross unrealized gain (loss), net ​ 997 ​ ( 527 ) Total, net ​ $ 88,953 ​ $ 81,668 ​ The following table summarizes the net carrying amount and fair value of the Company’s preferred equity investments, which are classified as available-for-sale debt securities, by contractual maturity at March 31, 2025 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Available-for-sale ​ ​ Net carrying amount ​ Fair value Due within one year ​ $ 61,955 ​ $ 61,955 Due after one year through three years ​ 23,763 ​ 23,763 Due after three years ​ ​ 3,235 ​ ​ 3,235 Total ​ $ 88,953 ​ $ 88,953 ​ The following table summarizes the Company’s income from preferred equity investments for the three months ended March 31, 2025 and 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, Investment Name 2025 2024 Canvas at Wildwood ​ $ 112 ​ $ — Chandler ​ ​ 506 ​ ​ 512 Indigo Cove ​ ​ 180 ​ ​ — Peak Housing (1) ​ — ​ 240 River Ford ​ 184 ​ — The Cottages at Myrtle Beach ​ 649 ​ 656 The Cottages of Port St. Lucie ​ 681 ​ 689 The Woods at Forest Hill (1) ​ ​ — ​ ​ 221 Wayford at Innovation Park ​ ​ 458 ​ ​ 423 Wayford at Pringle ​ 340 ​ — Total income from preferred equity investments (2) ​ $ 3,110 ​ $ 2,741 (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. 15 Table of Contents (2) Total income from preferred equity investments includes both current and accrued income amounts. For the three months ended March 31, 2025 and 2024, the accrued portion of the total income was $ 2.9 million and $ 2.5 million, respectively. At March 31, 2025 and December 31, 2024, the Company had $ 25.1 million and $ 23.3 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net in its consolidated balance sheets. Preferred Equity Investment Summary In February 2025, the Company increased its original capital commitment for preferred equity interests in Wayford at Innovation Park by $ 2.0 million, increasing its total investment to $ 15.4 million. As of March 31, 2025, the Company had funded $ 11.8 million of its $ 26.9 million aggregate commitment to fund capital for preferred equity interests in Canvas at Wildwood, Indigo Cove and River Ford. ​ Note 7 – 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 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 March 31, 2025, the Company had one offering in its DST Program and had raised net offering proceeds of $ 29.2 million, with total net real estate investments associated with the DST Program of $ 102.8 million. ​ Note 8— Revolving Credit Facilities The outstanding balances on the revolving credit facilities at March 31, 2025 and December 31, 2024 were as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Revolving Credit Facilities 2025 2024 Amended DB Credit Facility ​ $ 85,000 ​ $ 85,000 KeyBank Credit Facility ​ — ​ 36,000 Total ​ $ 85,000 ​ $ 121,000 ​ 16 Table of Contents Amended Deutsche Bank Credit Facility (“Amended DB Credit Facility”) In December 2023, certain of the Company’s subsidiaries entered into an amended and restated credit facility (the “Amended DB Credit Facility”) with Deutsche Bank Securities Inc. (“Deutsche Bank”), as sole lead arranger, Deutsche Bank AG, New York Branch, as administrative agent, the financial institutions party thereto as lenders and Computershare Trust Company, N.A., as paying agent and calculation agent, and the Company as a guarantor. The Amended DB Credit Facility provided for a revolving loan with a maximum commitment amount of $ 150 million. Borrowings under the Amended DB Credit Facility were limited to financings related to the acquisition, renovation, rehabilitation, maintenance and leasing of single-family residential units in the Indy-Springfield, Peak JV 2 and Savannah-84 portfolios. Borrowings under the Amended DB Credit Facility bore interest on the amount drawn at Term Secured Overnight Financing Rate (“SOFR”) plus 2.80 %, and borrowings could be prepaid without premium or penalty. The interest rate on outstanding borrowings was 7.12 % at March 31, 2025. The Amended DB Credit Facility contained certain financial and operating covenants, including maximum leverage ratio, minimum debt yield and minimum debt service coverage ratio. At March 31, 2025, 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 Amended DB Credit Facility matured in April 2025. On April 4, 2025, the Company entered into an amended and restated agreement with Deutsche Bank that replaced the Amended DB Credit Facility with a senior loan (refer to Note 16 for further information). KeyBank Credit Facility On October 25, 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program. The KeyBank Credit Facility provides for a revolving loan with a maximum commitment amount of $ 50 million. The Company has provided a guarantee on any outstanding balance and up to the full commitment and has pledged interests in certain assets as collateral. Borrowings under the KeyBank Credit Facility bear interest per annum, at the Company’s option, at SOFR (Daily Simple or Term) plus 3.60 % or the base rate plus 2.50 % (base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50 %, and (iii) Adjusted Term SOFR for a one-month interest period plus 1.00 %), and borrowings can be prepaid without premium or penalty. The Company pays a fee on the unused portion of the KeyBank Credit Facility at an annual rate of 0.30 %. The KeyBank Credit Facility matures on October 25, 2026; 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 March 31, 2025, the KeyBank Credit Facility was fully paid down with no outstanding balance. ​ 17 Table of Contents Note 9 – Mortgages Payable The following table summarizes certain information at March 31, 2025 and December 31, 2024 with respect to the Company’s senior mortgage indebtedness (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding Principal As of March 31, 2025 ​ ​ March 31, ​ December 31, ​ ​ ​ Interest-only ​ ​ Property 2025 2024 Interest Rate through date Maturity Date Fixed Rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allure at Southpark ​ $ 55,166 ​ $ 55,166 ​ 5.58 % Interest-only ​ January 1, 2030 Amira at Westly ​ ​ 56,650 ​ ​ 56,650 ​ 4.81 % Interest-only ​ November 1, 2034 Avenue at Timberlin Park ​ ​ 23,660 ​ ​ 23,660 ​ 5.47 % August 2027 ​ August 1, 2029 ILE (1) ​ ​ 26,268 ​ ​ 27,748 ​ 4.09 % (2) ​ (1) Villas at Huffmeister ​ ​ 27,228 ​ ​ 27,357 ​ 3.56 % (2) ​ October 1, 2029 Yauger Park Villas (3) ​ ​ 13,962 ​ ​ 14,044 ​ 4.86 % (2) ​ April 1, 2026 Total Fixed Rate ​ $ 202,934 ​ $ 204,625 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Floating Rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ILE (4) ​ $ 23,000 ​ $ 23,000 ​ 7.17 % Interest-only ​ October 1, 2027 Wayford at Concord (5) ​ ​ 32,973 ​ ​ 32,973 ​ 4.73 % May 2027 ​ May 1, 2029 Total Floating Rate ​ $ 55,973 ​ $ 55,973 ​ ​ ​ ​ ​ ​ Total ​ $ 258,907 ​ $ 260,598 ​ ​ ​ ​ ​ ​ Fair value adjustments ​ ​ ( 2,319 ) ​ ​ ( 2,400 ) ​ ​ ​ ​ ​ ​ Deferred financing costs, net ​ ​ ( 5,131 ) ​ ​ ( 5,416 ) ​ ​ ​ ​ ​ ​ Total mortgages payable ​ $ 251,457 ​ $ 252,782 ​ ​ ​ ​ ​ ​ (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 $ 4.8 million at a fixed rate of 3.50 %, the second credit agreement (“CA2”) has a balance of $ 17.0 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 11 for further information. CA1 and CA2 both mature in 2026; CA3 matures in 2028. (2) The loan requires monthly payments of principal and interest. (3) 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 %. (4) The ILE loan bears interest at one-month Term SOFR plus 2.85 %, subject to a 6.50 % rate floor. In March 2025, the one-month Term SOFR in effect for this loan was 4.32 %. (5) The Wayford at Concord loan bears interest at the 30-day average SOFR plus 2.23 %. In March 2025, the 30-day average SOFR in effect was 4.35 %. SOFR rate is subject to a 2.50 % rate cap through April 2027 per the terms of a new rate cap agreement entered into by the Company. Please refer to Note 11 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. 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. 18 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 would also be included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations and comprehensive income. The Company had a negligible amount of loss on extinguishment of debt and no debt modification costs during the three months ended March 31, 2025. The Company had no loss on extinguishment of debt or debt modification costs during the three months ended March 31, 2024. Debt maturities At March 31, 2025, contractual principal payments of the Company’s borrowings, including its revolving credit facilities (refer to Note 8 for further information), for the five subsequent years and thereafter are as follows (amounts in thousands): ​ ​ ​ ​ ​ Year Total 2025 (April 1 – December 31) ​ $ 86,417 2026 ​ 35,415 2027 ​ 24,107 2028 ​ 5,702 2029 ​ 80,450 Thereafter ​ 111,816 ​ ​ $ 343,907 Add: Unamortized fair value debt adjustment ​ ( 2,319 ) Subtract: Deferred financing costs, net ​ ( 5,131 ) Total ​ $ 336,457 ​ The net book value of real estate assets providing collateral for these above borrowings was $ 588.0 million at March 31, 2025. The mortgage loans encumbering the Company’s properties are nonrecourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, the Company or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses. The mortgage loans have a period where a prepayment fee or yield maintenance would be required. ​ Note 10 – Fair Value of Financial Instruments Fair Value Measurements For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions; preference is given to observable inputs. In accordance with GAAP and as defined in ASC Topic 820: Fair Value Measurement, these two types of inputs create the following fair value hierarchy: ● Level 1: Quoted prices for identical instruments in active markets ● Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable ● Level 3: Significant inputs to the valuation model are unobservable 19 Table of Contents If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value. Fair Value of Financial Instruments At March 31, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due from and due to affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly liquid nature and/or short-term maturities. The carrying values and fair values of the Company’s financial instruments at March 31, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 ​ ​ Carrying Value Fair Value Carrying Value Fair Value Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred equity investments (1) Level 3 ​ $ 88,953 ​ $ 88,953 ​ $ 81,668 ​ $ 81,668 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ Mortgages payable (2) Level 2 ​ $ 256,588 ​ $ 253,992 ​ $ 258,198 ​ $ 250,243 (1) Represents the Company’s preferred equity investments which are classified as available-for-sale (“AFS”) debt securities (refer to Note 6 for further information). The Company measures the fair value of its AFS preferred equity investments utilizing observable and unobservable market inputs. The observable market inputs include recent transactions and broker quotes (“market data”). However, given the implied price dispersion amongst the market data, the fair value determination for the AFS preferred equity investments has also utilized significant unobservable inputs in discounted cash flow models based on recent performance of the collateral, the underlying collateral characteristics, industry trends as well as expectations of macroeconomic events. At each measurement date, the Company considers both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs, the fair values of AFS preferred equity investments are classified in Level 3 of the fair value hierarchy. (2) The carrying values of the mortgages payable include ($ 2,319 ) and ($ 2,400 ) of unamortized fair value debt adjustments and exclude $ 5,131 and $ 5,416 of deferred financing costs at March 31, 2025 and December 31, 2024, 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 three months ended March 31, 2025 and 2024 are summarized in the table below (amounts in thousands). The units classified as held for sale are all reported in the Company’s scattered single-family homes segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2025 ​ 2024 Investment in operating units classified as held for sale (Level 3) ​ ​ ​ ​ ​ ​ Pre-impairment amount ​ $ 1,652 ​ $ 6,493 Total impairments (1) ​ ( 124 ) ​ ​ ( 126 ) Fair value (2) ​ $ 1,528 ​ $ 6,367 (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. 20 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. No impairment losses on operating real estate and related intangible assets were recorded during the three months ended March 31, 2025 and 2024. ​ 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 11 – Derivative Financial Instruments The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. The Company’s objectives in using interest rate derivative financial instruments are to add stability to interest expense and to manage the Company’s exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate caps and swaps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company has not designated any of the interest rate derivatives as hedges. Although these derivative financial instruments were not designated or did not qualify for hedge accounting, the Company believes the derivative financial instruments mitigate increases in interest rates. The Company does not use derivative financial instruments for trading or speculative purposes. 21 Table of Contents At March 31, 2025, 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 $ 150.3 million of the Company’s debt. The following table summarizes the Company’s derivative financial instruments at March 31, 2025 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest Rate Caps Interest Rate Swaps Notional balance ​ $ 145,473 ​ $ 9,300 Number of instruments ​ 2 ​ 2 Earliest maturity date (1) ​ May 2025 ​ March 2026 Latest maturity date ​ May 2025 ​ August 2028 (1) In April 2025, the Company entered into new interest rate cap agreements for both of its rate caps, with such agreements effective upon the May 2025 maturity dates of the previous rate caps. The new rate caps have an aggregate notional balance of $ 93.0 million, with the earliest maturity date in May 2026 and the latest maturity date in May 2027. ​ The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at March 31, 2025 and December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivatives not designated as hedging ​ Fair Values of Derivative Instruments instruments under ASC 815-20 Balance Sheet Location March 31, 2025 December 31, 2024 Interest rate caps Accounts receivable, prepaids and other assets, net ​ $ 220 ​ $ 857 Interest rate swaps Accounts receivable, prepaids and other assets, net ​ 222 ​ 363 ​ The table below presents the classification and effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income for the three months ended March 31, 2025 and 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Effect of Derivative Instruments on the ​ ​ ​ Statements of Operations and Comprehensive Income Derivatives not designated as hedging ​ Location of Gain (Loss) ​ Three Months Ended March 31, instruments under ASC 815-20 Recognized in Income ​ 2025 2024 Interest rate caps Interest expense, net ​ $ ( 637 ) ​ $ ( 805 ) Interest rate swaps Interest expense, net ​ ( 141 ) ​ ​ 90 ​ ​ Note 12 – Related Party Transactions Management Agreement 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, 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. 22 Table of Contents 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 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 three months ended March 31, 2025, the Company recorded a base management fee of $ 2.5 million, of which $ 0.2 million shall be paid in C-LTIP Units with the remainder paid in cash. For the three months ended March 31, 2024, the Company recorded a base management fee of $ 2.1 million, of which one half ( 50 %) was paid in C-LTIP Units and the remainder paid in cash. There have been no incentive fee expenses incurred during 2025 or the year ended December 31, 2024. For the three months ended March 31, 2025 and 2024, the Company recorded (i) operating expense reimbursements of $ 1.0 million and $ 1.2 million, respectively, and (ii) direct expense reimbursements of $ 0.1 million and $ 0.1 million, respectively. Both the operating and direct expense reimbursements were paid in cash to the Manager and 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 March 31, 2025 and December 31, 2024 pursuant to the terms of the Management Agreement (amounts in thousands). The Company records these payables in due to affiliates in its consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, Amounts payable to the Manager under the Management Agreement 2025 2024 Base management fee ​ $ 2,540 ​ $ 2,490 Operating and direct expense reimbursements ​ 1,088 ​ 1,224 Offering expense reimbursements ​ ​ 135 ​ ​ 148 Total amounts payable to the Manager ​ $ 3,763 ​ $ 3,862 ​ Leasehold Cost-Sharing Agreement with Bluerock Real Estate Holdings, LLC In connection with a new lease on the Company’s New York (Manhattan) headquarters, effective May 2024, the Company and an unaffiliated third-party landlord entered into a lease for separate corporate space (the “NY Premises Lease”) located at 919 Third Avenue, New York, New York (the “NY Premises”). The NY Premises Lease commenced in November 2024 when the landlord made the NY Premises available to the Company to begin its own alterations and improvements. With respect to the NY Premises, the Company and Bluerock Real Estate Holdings, LLC (“BREH”), which is an affiliate of the Manager, entered into a leasehold cost-sharing agreement (the “Leasehold Cost-Sharing Agreement”) to provide for the allocation and sharing between BREH and the Company of the costs thereunder, including costs associated with tenant improvements. BREH and certain of its respective subsidiaries and/or affiliates will share occupancy of the NY Premises. Under the Leasehold Cost-Sharing Agreement, if there is a change in control of either BREH or the Company, the allocation of costs under the Leasehold Cost-Sharing Agreement shall be modified to thereafter allocate such costs based on the average of the cost-sharing percentages between BREH and the Company over the four most recently-completed calendar quarters immediately preceding the change in control date (or shall be the average cost-sharing percentages over such shorter period, if the change in control occurs earlier than the completion of four calendar quarters). Under the NY Premises Lease, the Company, through its Operating Partnership, issued a payment of approximately $ 450,000 as a security deposit. Payment by BREH of any amounts payable under the Leasehold Cost-Sharing Agreement to the Company will be made in cash. 23 Table of Contents The table below presents the related party amounts receivable from BREH at March 31, 2025 and December 31, 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands). The Company records these receivables in due from affiliates in its consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement March 31, 2025 December 31, 2024 Capital improvement cost reimbursements ​ $ 938 ​ $ 925 Operating and direct expense reimbursements ​ 318 ​ 124 Total amounts receivable from the Manager ​ $ 1,256 ​ $ 1,049 ​ At March 31, 2025 and December 31, 2024, 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 three months ended March 31 2025, the Company incurred a total asset management fee related to Amira at Westly of $ 51,500 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 the first quarter 2024. In addition, the Company, through consolidated subsidiaries associated with the DST Program, incurred a one-time acquisition fee of $ 2.1 million payable to BR Amira DST Manager, LLC for the Amira at Westly private placement offering. Refer to Note 7 for further information on the Company’s DST Program. The table below presents the related party amounts payable to BR Amira DST Manager, LLC at March 31, 2025 and December 31, 2024 (amounts in thousands). The Company records these payables in due to affiliates in its consolidated balance sheets. ​ ​ ​ ​ ​ ​ ​ ​ Amounts payable to BR Amira DST Manager, LLC March 31, 2025 December 31, 2024 One-time acquisition fee ​ $ 2,060 ​ $ 2,060 Asset management fees ​ 86 ​ 35 Other ​ 7 ​ 23 Total amounts payable to BR Amira DST Manager, LLC ​ $ 2,153 ​ $ 2,118 ​ Selling Commissions and Dealer Manager Fees In conjunction with the offering of the Company’s Series A Preferred Stock (refer to Note 13 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 three months ended March 31, 2025, the Company incurred $ 1.1 million in selling commissions and discounts and $ 0.5 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 by the Company for offering costs of $ 0.3 million in conjunction with the offering of Series A Preferred Stock during the three months ended March 31, 2025. The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering. Note 13 – Stockholders’ Equity and Redeemable Preferred Stock Net Loss Per Common Share Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period. Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock and LTIP Units. The Company considers the requirements of the two-class method when preparing earnings per share. The Company has two classes of common stock outstanding: Class A common stock, $ 0.01 par value per share, and Class C common stock, $ 0.01 par value per share. Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one -for- one basis. 24 Table of Contents The following table reconciles the components of basic and diluted net loss per common share for the three months ended March 31, 2025 and 2024 (amounts in thousands, except share and per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2025 2024 Net loss ​ $ ( 7,330 ) ​ $ ( 3,170 ) Less preferred stock dividends ​ ​ ( 2,010 ) ​ ​ ( 253 ) Less preferred stock accretion ​ ​ ( 523 ) ​ ​ — Less dividends on restricted stock and LTIP Units expected to vest ​ ​ ( 62 ) ​ ​ — Addback net loss attributable to noncontrolling interests ​ ​ 7,334 ​ ​ 2,403 Net loss attributable to common stockholders ​ $ ( 2,591 ) ​ $ ( 1,020 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding (1) ​ ​ 3,864,622 ​ ​ 3,848,494 Potential dilutive shares (2) ​ ​ — ​ ​ — Weighted average common shares outstanding and potential dilutive shares (1) ​ ​ 3,864,622 ​ ​ 3,848,494 ​ ​ ​ ​ ​ ​ ​ Net loss per common share, basic ​ $ ( 0.67 ) ​ $ ( 0.27 ) Net loss per common share, diluted ​ $ ( 0.67 ) ​ $ ( 0.27 ) (1) Amounts relate to shares of the Company’s Class A and Class C common stock outstanding. (2) For the three months ended March 31, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive: (i) potential vesting of restricted Class A common stock of 3,607 shares and 4,531 shares, respectively, and (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 9,135,723 shares and 989,712 shares, respectively. 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 During the three months ended March 31, 2025, the Company issued 651,768 shares of 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $ 25.00 per share (the “Stated Value”) under its continuous registered offering with net proceeds of approximately $ 14.1 million after (i) commissions, dealer manager fees and sales discounts, and (ii) costs related to establishing the offering of Series A Preferred Stock. As of March 31, 2025, the Company had issued a total of 5,285,053 shares of Series A Preferred Stock with total net proceeds of approximately $ 115.2 million after commissions, dealer manager fees, sales discounts and offering costs. Additionally, as of March 31, 2025, the Company, at the request of holders, had redeemed a total of 6,560 shares of Series A Preferred Stock through the issuance of 9,103 shares of Class A common stock. In May 2024, the Company announced the payment of an enhanced special dividend replacing the previous special dividend. The enhanced special dividend is aggregated with the regular monthly dividend so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5 % minimum and an 8.5 % maximum annual rate, calculated and paid monthly. Commencing in May 2024, the Series A Preferred enhanced special dividend was declared for each month for which the Board declared the regular monthly dividend of $ 0.125 per outstanding share of Series A Preferred Stock. At the date of issuance, the carrying amount of the Series A Preferred Stock was less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of March 31, 2025, the Company had recorded a total of $ 0.8 million of accretion related to the Series A Preferred Stock. 25 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 13, 2024, the Board authorized a stock repurchase plan for the repurchase of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock. The repurchase plan had a term of one year and ended in February 2025. The Company made no repurchases of its Class A common stock under this 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 Securities Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act. The repurchase plan has a term of one year and may be discontinued at any time. The extent to which the Company repurchases shares of its Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations. The Company expects that any repurchases of its Class A common stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established under the plan. Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act. As of March 31, 2025, no repurchases of Class A common stock had been made by the Company. Operating Partnership and Long-Term Incentive Plan Units As of March 31, 2025, limited partners other than the Company owned approximately 69.59 % of the common units of the Operating Partnership ( 7,365,735 OP Units, or 56.54 %, were held by OP Unit holders, and 1,700,013 LTIP Units, or 13.05 %, were held by LTIP Unit holders, including 3.08 % which were not vested as of March 31, 2025). Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one-for-one basis, or, at the Company’s election, redeemable for cash. LTIP Units and C-LTIP Units may be convertible into OP Units under certain conditions and then may be settled in shares of the Company’s Class A common stock or, at the Company’s election, cash. On March 7, 2025, the Company granted 21,254 C-LTIP Units, or approximately $ 245,000 , to the Manager pursuant to the Management Agreement as partial payment of the full base management fee of $ 2.5 million the fourth quarter 2024. 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 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 our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board. 26 Table of Contents LTIP Unit and Restricted Stock Grants Under the BHM Incentive Plans, (i) certain of the Manager’s executive management team and personnel who provide services to the Manager were granted LTIP Units and/or shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a three-year period, and (ii) each independent member of the Board was granted LTIP Units in payment of the equity portion of their respective annual retainers, with such LTIP Units fully vested upon issuance. LTIP Units On January 1, 2025, the Company granted 5,405 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance and the Company recognized expense of $ 0.3 million based on the fair value at the date of grant. The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant. During the three months ended March 31, 2025 and 2024, the Company recognized compensation expense for such LTIP Units of approximately $ 0.7 million and $ 0.7 million, respectively. Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. As of March 31, 2025, there was $ 6.4 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 2.4 years. Restricted Stock The Company recognizes compensation expense ratably over the vesting period for time-based RSGs. During the three months ended March 31, 2025 and 2024, the Company recognized compensation expense for RSGs of approximately $ 0.2 million and $ 0.05 million, respectively. Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income. At March 31, 2025, there was $ 0.9 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 2.0 years. The Company currently uses authorized and unissued shares to satisfy share award grants. Distributions ​ ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date Record Date Amount Paid / Payable Date Class A common stock ​ ​ ​ ​ ​ ​ ​ March 11, 2025 ​ March 25, 2025 ​ $ 0.125 ​ April 4, 2025 March 11, 2025 ​ June 25, 2025 ​ ​ 0.125 ​ July 3, 2025 March 11, 2025 ​ September 25, 2025 ​ ​ 0.125 ​ October 3, 2025 March 11, 2025 ​ December 24, 2025 ​ ​ 0.125 ​ January 5, 2026 Class C common stock ​ ​ ​ ​ ​ ​ ​ March 11, 2025 ​ March 25, 2025 ​ $ 0.125 ​ April 4, 2025 March 11, 2025 ​ June 25, 2025 ​ ​ 0.125 ​ July 3, 2025 March 11, 2025 ​ September 25, 2025 ​ ​ 0.125 ​ October 3, 2025 March 11, 2025 ​ December 24, 2025 ​ ​ 0.125 ​ January 5, 2026 Series A Preferred Stock (1) ​ ​ ​ ​ ​ ​ ​ October 14, 2024 ​ December 24, 2024 ​ $ 0.125 ​ January 3, 2025 January 15, 2025 ​ January 24, 2025 ​ ​ 0.125 ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ ​ 0.125 ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ ​ 0.125 ​ April 4, 2025 Series A Preferred Enhanced Special Dividend (2) ​ ​ ​ ​ ​ ​ ​ October 14, 2024 ​ December 24, 2024 ​ $ 0.010417 ​ January 3, 2025 January 15, 2025 ​ January 24, 2025 ​ ​ 0.010417 ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ ​ 0.010417 ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ ​ 0.010417 ​ April 4, 2025 27 Table of Contents (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. ​ A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that the Company will continue to declare dividends or at this rate. Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of the Company’s Class A common stock. Distributions declared and paid for the three months ended March 31, 2025 were as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Distributions 2025 Declared Paid First Quarter ​ ​ ​ ​ ​ ​ Class A common stock ​ $ 495 ​ $ — Class C common stock ​ ​ 1 ​ ​ — Series A Preferred Stock (1) ​ ​ 2,010 ​ ​ 1,925 OP Units ​ ​ 921 ​ ​ — LTIP / C-LTIP Units ​ ​ 212 ​ ​ — Total first quarter ​ $ 3,639 ​ $ 1,925 (1) Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value and any enhanced special dividends. Note 14 – 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 $ 15.1 million and $ 17.6 million at March 31, 2025 and December 31, 2024, respectively. The Company had no contractual commitments to fund future cash obligations in any of its loan investments at March 31, 2025 or December 31, 2024. 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 March 31, 2025, the remaining estimated project costs to complete the Abode Wendell Falls development was $ 47.5 million. The Company is subject to various legal actions and claims arising in the ordinary course of business. Although the outcome of any legal matter cannot be predicted with certainty, management does not believe that any of these legal proceedings or matters will have a material adverse effect on the consolidated financial position or results of operations or liquidity of the Company. Lessee – Operating Lease In connection with the Company moving its New York (Manhattan) headquarters, effective May 2024, the Company, as lessee, and an unaffiliated third-party landlord entered into the NY Premises Lease (hereinafter, the “Lease”) for the NY Premises. In accordance with ASC Topic 842 Leases , the Company classifies the Lease as an operating lease, and by way of practical expedient, the Company has elected to account for lease and non-lease (ex. common area maintenance) components of the Lease as a single lease component in its consolidated statements of operations and comprehensive income. The Company recognizes the single lease component on a straight-line basis over the term of the Lease, and expenses that are non-components of the lease, such as real estate taxes for which the Company is not a direct beneficiary of the arrangement, are expensed in the period in which the obligation for those payments are incurred. For the three months ended March 31, 2025, the Company recorded $ 0.1 million of net rent expense related to the Lease. 28 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. In determining the right-of-use asset and lease liability, the discount rate implicit in the Lease was not readily determinable. As such, the Company used a third-party analysis to determine that a discount rate of 7.61 % approximated the incremental borrowing rate that it would incur for a loan that was of a similar term as the Lease and with a similar form of underlying collateral. At March 31, 2025, the remaining right-of-use asset and lease liability balances were $ 4.8 million and $ 5.1 million, respectively, and the remaining Lease term was approximately 6.3 years. In addition, the Company incurred tenant improvement costs related to the renovation and buildout of the NY Premises which are capitalized and included within net real estate investments 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 March 31, 2025 (amounts in thousands): ​ ​ ​ ​ ​ Year Total 2025 (April 1 – December 31) ​ $ 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 ​ ( 1,435 ) Total operating lease liability ​ $ 5,064 ​ ​ Note 15 – 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. ​ 29 Table of Contents The following table summarizes NOI by the Company’s reportable segments for the three months ended March 31, 2025 and 2024, and reconciles NOI to net loss 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 2024 Rental and other property revenues ​ ​ Scattered single-family homes ​ $ 7,801 ​ $ 8,186 Residential communities ​ 8,109 ​ 2,572 Total rental and other property revenues ​ 15,910 ​ 10,758 ​ ​ ​ ​ ​ ​ ​ Property operating expenses ​ ​ Scattered single-family homes ​ 4,150 ​ 4,118 Residential communities ​ 3,502 ​ 887 Total property operating expenses ​ 7,652 ​ 5,005 ​ ​ ​ ​ ​ ​ ​ Net operating income ​ ​ Scattered single-family homes ​ 3,651 ​ 4,068 Residential communities ​ 4,607 ​ 1,685 Total net operating income ​ 8,258 ​ 5,753 Reconciling items: ​ ​ Interest income from loan investments ​ 503 ​ 418 Property management and asset management fee expenses ​ ( 1,325 ) ​ ( 1,132 ) General and administrative expenses ​ ( 3,057 ) ​ ( 2,868 ) Management fees to related party ​ ( 2,540 ) ​ ( 2,071 ) Acquisition and other transaction costs ​ ( 76 ) ​ ( 4 ) Depreciation and amortization ​ ( 7,492 ) ​ ( 4,008 ) Other (expense) income ​ ( 59 ) ​ 240 Income from preferred equity investments ​ 3,110 ​ 2,741 Recovery of (provision for) credit losses, net ​ 102 ​ ( 95 ) Gain on sale and impairment of real estate investments, net ​ 703 ​ 173 Loss on extinguishment of debt ​ ( 4 ) ​ — Interest expense, net ​ ( 6,211 ) ​ ( 3,512 ) Interest income ​ 1,104 ​ 1,195 Income tax expense ​ ( 346 ) ​ — Net loss ​ ( 7,330 ) ​ ( 3,170 ) Preferred stock dividends ​ ( 2,010 ) ​ ( 253 ) Preferred stock accretion ​ ( 523 ) ​ — Net loss attributable to noncontrolling interests ​ ( 7,334 ) ​ ( 2,403 ) Net loss attributable to common stockholders ​ $ ( 2,529 ) ​ $ ( 1,020 ) ​ The following table reconciles the Company’s total rental and other property revenues for reportable segments to total revenues on the Company’s consolidated statement of operations and comprehensive income for the three months ended March 31, 2025 and 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 ​ 2024 Revenues ​ ​ Rental and other property revenues ​ ​ Scattered single-family homes ​ $ 7,801 ​ $ 8,186 Residential communities ​ 8,109 ​ 2,572 Total rental and other property revenues ​ 15,910 ​ 10,758 Interest income from loan investments ​ 503 ​ 418 Total revenues ​ $ 16,413 ​ $ 11,176 ​ 30 Table of Contents 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 16 – Subsequent Events Declaration of Dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date Record Date Amount Paid / Payable Date Series A Preferred Stock (1) ​ April 15, 2025 ​ April 25, 2025 ​ $ 0.125 ​ May 5, 2025 April 15, 2025 ​ May 23, 2025 ​ ​ 0.125 ​ June 5, 2025 April 15, 2025 ​ June 25, 2025 ​ ​ 0.125 ​ July 3, 2025 Series A Preferred Enhanced Special Dividend ​ ​ ​ ​ ​ ​ ​ April 15, 2025 ​ April 25, 2025 ​ ​ (2) ​ May 5, 2025 April 15, 2025 ​ May 23, 2025 ​ ​ (2) ​ June 5, 2025 April 15, 2025 ​ June 25, 2025 ​ ​ (2) ​ July 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 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 affect 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 March 31, 2025 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares Declaration Date Record Date Date Paid Distribution per Share Total Distribution Class A common stock ​ March 11, 2025 ​ March 25, 2025 ​ April 4, 2025 ​ $ 0.125000 ​ $ 495 Class C common stock ​ March 11, 2025 ​ March 25, 2025 ​ April 4, 2025 ​ 0.125000 ​ 1 Series A Preferred Stock (1) ​ January 15, 2025 ​ March 25, 2025 ​ April 4, 2025 ​ ​ 0.135417 ​ ​ 702 OP Units ​ March 11, 2025 ​ March 25, 2025 ​ April 4, 2025 ​ ​ 0.125000 ​ ​ 921 LTIP / C-LTIP Units ​ March 11, 2025 ​ March 25, 2025 ​ April 4, 2025 ​ ​ 0.125000 ​ ​ 212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Preferred Stock (1) ​ April 15, 2025 ​ April 25, 2025 ​ May 5, 2025 ​ 0.135417 ​ 727 Total ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,058 (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. Deutsche Bank Loan Amendment On April 4, 2025, the Company entered into an amended and restated loan agreement with Deutsche Bank, in which the terms of the loan agreement were amended to convert the prior Amended DB Credit Facility (refer to Note 8 for further information) into a senior loan (the “DB Loan”). As part of the terms, the Company made a $ 25 million paydown, reducing the outstanding balance of the DB Loan from $ 85 million to $ 60 million. The amendment to the DB Loan included removing the revolving borrowing option of the loan, extending the maturity date to October 4, 2027, adjusting the interest rate on the outstanding balance to Term SOFR plus 2.95 %, and changes in certain financial and operating covenants. 31 Table of Contents Sale of Indigo Cove and Wayford at Pringle Interests On Aprill 11, 2025, the Company’s AFS debt security investments in Indigo Cove and Wayford at Pringle were sold to a joint venture, with such joint venture including an affiliate of the Manager, for an aggregate amount of $ 13.4 million. The Company received its outstanding principal investments in Indigo Cove and Wayford at Pringle of $ 3.8 million and $ 7.8 million, respectively, plus accrued interest from both investments in the aggregate amount of $ 1.8 million, net of any reimbursements per the terms of the agreement. Sale of The Cottages at Myrtle Beach Interests On April 23, 2025, The Cottages at Myrtle Beach, the underlying asset of a joint venture in which the Company had a preferred equity interest located in Myrtle Beach, South Carolina, was sold. Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $ 28.1 million, which included its original preferred investment of $ 17.9 million, and accrued preferred return and outstanding amounts of $ 10.2 million. Interest in Marble Capital Income and Impact Fund, LP On April 25, 2025, the Company closed on the acquisition of a limited partnership interest in Marble Capital Income and Impact Fund, LP (the “Marble Fund”) for a purchase price of $ 25.0 million. The Marble Fund owns a diversified portfolio of multifamily assets and build-to-rent multifamily investments located in the United States. Acquisition of Southern Pines Reserve On April 28, 2025, the Company, through a Delaware statutory trust (the “Southern Pines DST”), acquired a 272 -unit residential community located in Aberdeen, North Carolina known as Southern Pines Reserve, aka Hawthorne. The purchase price of $ 56.6 million was funded with (i) a $ 30.7 million senior loan secured by Southern Pines Reserve, (ii) borrowings of $ 20.0 million on the KeyBank Credit Facility, and (iii) cash of $ 8.9 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions. Southern Pines Reserve is the second property acquired by the Company through a Delaware statutory trust to be part of a private placement offering through which interests in the Southern Pines DST will be issued to third party accredited investors therein; refer to Note 7 for further information on the Company’s DST Program. ​ 32 Table of Contents