What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-09 · 392 added, 235 removed, 739 unchanged (46% of the section changed)

15 unchanged sentences

Notes and accrued interest receivable, net

Investment in unconsolidated real estate fund

Accounts receivable, prepaids and other assets, net

13 unchanged sentences

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

5,815,552 and 4,628,681 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

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

no shares issued and outstanding at June 30, 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

4,062,668 and 3,953,919 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

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

8,489 shares issued and outstanding at June 30, 2025 and December 31, 2024

Additional paid-in-capital

Cumulative earnings in excess of distributions

Accumulated other comprehensive gain (loss)

Accumulated other comprehensive income (loss)

Total Stockholders’ Equity

9 unchanged sentences

Three Months Ended

Six Months Ended

Rental and other property revenues

6 unchanged sentences

Acquisition and other transaction costs

Weather-related losses, net

Depreciation and amortization

1 unchanged sentence

Other (expense) income

Other (expense) income, net

Other expense, net

Income from preferred equity investments

1 unchanged sentence

Gain on sale and (impairment) of real estate investments, net

Gain on sale of available-for-sale investments, net

Loss on extinguishment of debt costs

1 unchanged sentence

Interest income

Total other (expense) income

Total other income (expense)

Loss before income taxes

12 unchanged sentences

Other comprehensive income

Unrealized gain on available for sale investments

Unrealized gain on available-for-sale investments, net

Less unrealized gain attributable to Operating partnership units

4 unchanged sentences

BLUEROCK HOMES TRUST, INC.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE MONTHS ENDED JUNE 30, 2025

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

2 unchanged sentences

Class C Common Stock

Other Comprehensive

Comprehensive

Noncontrolling

Balance, April 1, 2025

Issuance of restricted Class A common stock and long-term incentive plan (“LTIP”) Units for equity incentive plan compensation, net of shares withheld for employee taxes

Issuance of C-LTIP Units to Manager

Common stock distributions declared

Series A Preferred Stock distributions declared

Series A Preferred Stock accretion

Distributions to Operating Partnership noncontrolling interests

Distributions to partially owned properties’ noncontrolling interests

Contributions from noncontrolling interests

Total comprehensive income

Cash redemption of Operating Partnership Units

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Cash redemption of Series A Preferred Stock

Adjustment for noncontrolling interest ownership in the Operating Partnership

Adjustment for noncontrolling interest ownership in partially owned properties

Net income (loss)

Balance, June 30, 2025

See Notes to Consolidated Financial Statements

BLUEROCK HOMES TRUST, INC.

FOR THE THREE MONTHS ENDED JUNE 30, 2024

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands, except share amounts)

Class A Common Stock

Class C Common Stock

Noncontrolling

Balance, April 1, 2024

Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes

Issuance of C-LTIP Units to Manager

Series A Preferred Stock distributions declared

Series A Preferred Stock accretion

Distributions to partially owned properties’ noncontrolling interests

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Adjustment for noncontrolling interest ownership in the Operating Partnership

Balance, June 30, 2024

See Notes to Consolidated Financial Statements

BLUEROCK HOMES TRUST, INC.

FOR THE SIX MONTHS ENDED JUNE 30, 2025

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands, except share amounts)

Class A Common Stock

Class C Common Stock

Comprehensive

Noncontrolling

(Loss) Income

Balance, January 1, 2025

(Forfeiture) issuance of restricted Class A common stock and long-term incentive plan (“LTIP”) Units for equity incentive plan compensation

Issuance of restricted Class A common stock and long-term incentive plan LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes

Issuance of C-LTIP Units to Manager

6 unchanged sentences

Total comprehensive income

Cash redemption of Operating Partnership Units

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Cash redemption of Series A Preferred Stock

Adjustment for noncontrolling interest ownership in the Operating Partnership

1 unchanged sentence

Net income (loss)

Balance, March 31, 2025

Balance, June 30, 2025

See Notes to Consolidated Financial Statements

BLUEROCK HOMES TRUST, INC.

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE SIX MONTHS ENDED JUNE 30, 2024

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

4 unchanged sentences

Balance, January 1, 2024

Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation

Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation, net of shares withheld for employee taxes

Issuance of C-LTIP Units to Manager

Series A Preferred Stock distributions declared

Series A Preferred Stock accretion

Distributions to partially owned properties’ noncontrolling interests

Contributions from noncontrolling interests

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Adjustment for noncontrolling interest ownership in the Operating Partnership

Balance, March 31, 2024

Balance, June 30, 2024

See Notes to Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

4 unchanged sentences

(Gain on sale) and impairment of real estate investments, net

Gain on sale of available-for-sale investments, net

Fair value adjustment of interest rate caps and swaps

6 unchanged sentences

Changes in operating assets and liabilities:

Due from affiliates, net

Due to affiliates, net

Accounts receivable, prepaids and other assets

5 unchanged sentences

Capital expenditures

Purchase of interest rate cap

Investment in notes receivable

Investment in unconsolidated real estate fund

Repayments on notes receivable

Proceeds from sale of real estate investments

Proceeds from redemption of preferred equity investments

Proceeds from sale and redemption of preferred equity investments

Investment in preferred equity investments

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities:

4 unchanged sentences

Contributions from noncontrolling interests

Borrowings on mortgages payable

Repayments on mortgages payable

3 unchanged sentences

Net proceeds from issuance of 6.0 % Series A Redeemable Preferred Stock

Net cash (used in) provided by financing activities

Payments to redeem 6.0 % Series A Redeemable Preferred Stock

Payments to redeem Operating Partnership Units

Net cash provided by financing activities

Net increase in cash, cash equivalents and restricted cash

9 unchanged sentences

Distributions payable – declared and unpaid

Repayment of revolving credit facility with borrowings on mortgages payable

Mortgage assumed upon property acquisition

9 unchanged sentences

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;

As of June 30, 2025, the Company held twenty-one real estate investments, consisting of fifteen consolidated investments and six preferred equity investments.

The twenty-one investments represent an aggregate of 5,038 residential units, comprised of 3,640 consolidated units, of which 170 units are under development, and 1,398 units through preferred equity investments, which includes planned units and those under development.

As of June 30, 2025, the Company’s consolidated operating investments were approximately 91.4 % occupied;

excluding units classified as held for sale and down/renovation units, the Company’s consolidated operating investments were approximately 93.2 % occupied.

8 unchanged sentences

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.

As of June 30, 2025, limited partners other than the Company owned approximately 69.23 % of the common units of the Operating Partnership, of which 55.67 % were held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 13.56 % were held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.12 % which were not vested at June 30, 2025.

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.

Real Estate Investments, Preferred Equity Investments and Notes Receivable

During the six months ended June 30, 2025, there were no material changes to these policies.

Consolidated Investments in Real Estate, Preferred Equity Investments, Notes Receivable and Unconsolidated Funds

The Company first analyzes an investment to determine if it is a variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810:

16 unchanged sentences

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.

The Company evaluates each AFS debt security that has an unrealized loss recorded at the reporting date for a provision for credit loss, as applicable.

Refer to the Current Expected Credit Losses (“CECL”) section of this Note for further information regarding CECL and the Company’s provision for credit losses.

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 of June 30, 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.

For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company will evaluate the characteristics and the facts and circumstances to determine if loan accounting treatment is appropriate.

If loan accounting treatment is deemed appropriate, the Company recognizes interest income on its notes receivable on the accrual method unless a significant uncertainty of collection exists.

If a significant uncertainty exists, interest income is recognized as collected.

Costs incurred to originate its notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable.

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.

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.

In circumstances where the Company does have significant influence in the investment, however the Company determines that the investment does not meet the criterial of a security under ASC 320 Investments – Debt Securities and that loan accounting treatment is not appropriate, the Company generally accounts for these investments under the equity method.

The equity method of accounting requires these investments to be initially recorded at cost and subsequently increased (decreased) for the Company’s share of net income (loss), and increased (decreased) for contributions (distributions).

The proportionate share of the results of operations of these investments is recognized on a one-quarter lag and is recorded in the Company’s earnings or losses.

For the three and six months ended June 30, 2025, the Company recorded current income tax expense of approximately $ 0.5 million and $ 0.8 million, respectively, and state income tax expense of $ 0.1 million and $ 0.2 million, respectively, related to income earned in certain taxable REIT subsidiaries.

The Company records these amounts in income tax expense on the Company’s consolidated statements of operations and comprehensive income.

No income tax expense was recorded in 2024.

16 unchanged sentences

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.

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.

The Company first evaluates whether it intends to sell, or it is more likely than not that it will be required to sell, the AFS debt security before recovery of its amortized cost basis.

If either criteria regarding intent or requirement to sell is met, the amortized cost basis of the security is written down to its fair value through income.

If these criteria are not met, the Company evaluates whether the decline in fair value of the AFS debt security has resulted from credit losses.

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.

Changes in the provision for credit loss are recorded as a provision for (or recovery of) credit loss expense.

Losses are charged against the allowance when the Company believes the non-collectability of an AFS debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on AFS debt securities is excluded from the estimate of credit losses.

Significant Risks and Uncertainties

2 unchanged sentences

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.

While the Federal Reserve reduced interest rates by 50-basis points in September 2024, with another 25-basis point reduction in each of November and December 2024, and have held rates steady during the first half of 2025, 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.

4 unchanged sentences

The Company continues to closely monitor the impact of economic volatility on all aspects of its business.

Note 3 – Acquisition of Real Estate

Acquisition of 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 9 for further information on the Company’s DST Program.

Purchase Price Allocation

The real estate acquisition above has been accounted for as an asset acquisition.

The purchase price was allocated to the acquired assets based on their estimated fair values at the date of acquisition.

The following table summarizes the assets acquired at the acquisition date for Southern Pines Reserve (amounts in thousands):

Building improvements

Land improvements

Furniture and fixtures

In-place leases

Total assets acquired (1)

The $ 58.7 million of total assets acquired includes $ 2.1 million of acquisition expenses that have been capitalized as the acquisition of Southern Pines Reserve has been accounted for as an asset acquisition.

Note 4 – 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.

Sales of Consolidated Operating Units

During the three months ended June 30, 2025, the Company closed on the following sales:

10 units in the ILE portfolio, 8 units in the Indy-Springfield portfolio, 9 units in the Peak JV 2 portfolio, and 19 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements.

The 46 units were all previously classified as held for sale and sold for an aggregate of approximately $ 8.1 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions.

After deducting the paydown of existing mortgage indebtedness encumbering 10 units in the ILE portfolio of approximately $ 1.8 million, the sales of the 46 units generated net proceeds of approximately $ 5.6 million and a gain on sales of approximately $ 0.9 million.

During the six months ended June 30, 2025, the Company closed on the following sales:

17 units in the ILE portfolio, 12 units in the Indy-Springfield portfolio, 19 units in the Peak JV 2 portfolio, and 37 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements.

The 85 units were all previously classified as held for sale and sold for an aggregate of approximately $ 15.1 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions.

After deducting the paydown of existing mortgage indebtedness encumbering 16 units in the ILE portfolio of approximately $ 3.0 million, the sales of the 85 units generated net proceeds of approximately $ 10.7 million and a gain on sales of approximately $ 1.7 million.

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:

At June 30, 2025 and December 31, 2024, the Company classified an aggregate of 94 units and 167 units, respectively, as held for sale in its consolidated balance sheets.

For the three and six months ended June 30, 2025 and 2024, the Company recorded an impairment of $ 0.1 million and $ 1.1 million, and $ 0.2 million and $ 1.2 million, respectively, 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 94 units classified as held for sale at June 30, 2025 are all reported in the Company’s scattered single-family homes segment and are included in the following portfolios:

3 units of ILE, 25 units of Indy-Springfield, 13 units of Peak JV 2, and all 53 units of Peak JV 3.

2 unchanged sentences

Note 5 - 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.

As of June 30, 2025, the Company held twenty-one real estate investments, consisting of fifteen consolidated operating investments and six held through preferred equity investments.

The following tables provide summary information regarding the Company’s consolidated operating investments and preferred equity investments.

Consolidated Investments

12 unchanged sentences

Jacksonville, FL

Southern Pines Reserve

Villas at Huffmeister

9 unchanged sentences

3 units of ILE, 25 units of Indy-Springfield, 13 units of Peak JV 2, and all 53 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.

Depreciation expense was $ 6.0 million and $ 4.3 million, and $ 11.6 million and $ 8.3 million, for the three and six months ended June 30, 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.

Preferred Equity and Loan Investments

Amortization expense related to the in-place leases was $ 1.2 million and $ 0.5 million, and $ 3.1 million and $ 0.5 million, for the three and six months ended June 30, 2025 and 2024, respectively.

Preferred Equity Investments

Lease-up Investment Name

Location / Market

The Cottages at Myrtle Beach

Myrtle Beach, SC

Wayford at Innovation Park

Charlotte, NC

Willow Park, TX

Total Lease-up Units

2 unchanged sentences

Brunswick, GA

Sanford Marketplace

Total Development Units

1 unchanged sentence

The Cottages of Port St.

Wayford at Pringle

Wayford at Innovation Park

Charlotte, NC

2 unchanged sentences

Note 6 – 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):

Following is a summary of the notes and accrued interest receivable due from loan investments at December 31, 2024 (amounts in thousands).

The Company held no loan investments and there were no outstanding interest receivable amounts due to the Company at June 30, 2025.

Investment Name

7 unchanged sentences

Allowance for credit losses

In February 2025, the Company’s loan investment in Wayford at Pringle was paid off in full, including any accrued but unpaid interest amounts.

The Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, including any accrued but unpaid interest amounts, in February and May 2025, respectively.

Refer to the Loan Investment Summary disclosure below for further information.

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):

The allowance for credit losses of the Company’s loan investments at June 30, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands):

Beginning balances, net as of January 1, 2025 and 2024, respectively

2 unchanged sentences

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):

The recovery of credit losses during the period ended June 30, 2025 was attributable to the removal of the two remaining investments from the pool of assets.

Following is a summary of the interest income from loan investments for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):

Three Months Ended

Six Months Ended

Investment Name

1 unchanged sentence

Wayford at Pringle (2)

Willow Park (2)

(1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full.

(2) The Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, including any accrued but unpaid interest amounts, in February and May 2025, respectively.

Refer to the Loan Investment Summary disclosure below for further information.

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.

During the six months ended June 30, 2025, the Company’s two remaining loan investments were paid off in full, including any accrued but unpaid interest amounts, as follows:

(i) Wayford at Pringle in the aggregate amount of $ 23.0 million, which included the Company’s principal investment of $ 22.3 million and accrued interest of $ 0.7 million, and (ii) Willow Park in the aggregate amount of $ 9.4 million, which included the Company’s principal investment of $ 9.4 million and a nominal amount of accrued interest.

Note 7 – Investment in Unconsolidated Real Estate Fund

At June 30, 2025, the Company, through a wholly-owned subsidiary of the Operating Partnership, had one investment in an unconsolidated real estate fund which is accounted for under the equity method.

The Company earns a return on its investment which is recognized on a one-quarter lag and is to be recorded in its consolidated statement of operations and comprehensive income.

The carrying amount of the Company’s investment in the unconsolidated real estate fund at June 30, 2025 is summarized below (amounts in thousands).

The Company held no investments in unconsolidated real estate funds at December 31, 2024.

Weighted Average Company

Investment Name

Ownership Percentage (1)

Marble Capital Income and Impact Fund, LP (2)

(1) Weighted average ownership percentage as of June 30, 2025.

(2) The Company accounts for its investment in the Marble Capital Income and Impact Fund, LP under the equity method as the Company considers its degree of influence to be more than minor.

Summary combined financial information for the Company’s investment in the unconsolidated real estate fund at March 31, 2025, and for the three months ended March 31, 2025, is summarized below (amounts in thousands):

Balance Sheet

Cash and cash equivalents

Receivables and other assets

Partners’ capital

Total liabilities and partners’ capital

Three Months Ended

Operating Statement

March 31, 2025

Investment income

Net investment income

Net gain on investments

Net increase from non-controlling interest

Net increase in partners’ capital

Unconsolidated Real Estate Fund Investment Summary

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.

Note 8 – 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.

At June 30, 2025, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in six 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):

The carrying amount of the Company’s preferred equity investments at June 30, 2025 and December 31, 2024 is summarized in the table below (amounts in thousands):

Investment Name

Canvas at Wildwood

Indigo Cove (1)

Sanford Marketplace

The Cottages at Myrtle Beach (1)

3 unchanged sentences

Gross unrealized gain (loss), net

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):

(1) In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold, and the Company’s preferred equity investment in The Cottages at Myrtle Beach was fully redeemed.

Refer to the Preferred Equity Investment Summary disclosure below for further information.

Available-for-sale

3 unchanged sentences

Due after three years

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

The following table summarizes the Company’s income from preferred equity investments for the three and six months ended June 30, 2025 and 2024 (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Investment Name

Canvas at Wildwood

Indigo Cove (1)

Peak Housing (2)

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Total income from preferred equity investments (3)

Refer to the Preferred Equity Investment Summary disclosure below for further information.

(2) 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.

(3) 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.

For the three and six months ended June 30, 2025 and 2024, the accrued portion of total income was $ 2.1 million and $ 2.7 million, and $ 4.0 million and $ 5.2 million, respectively.

At June 30, 2025 and December 31, 2024, the Company had $ 18.1 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.

During the six months ended June 30, 2025, the Company (i) 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, (ii) entered into a joint venture agreement with an unaffiliated third party, and made a commitment to invest $ 16.2 million for preferred equity interests, to develop an approximately 300 unit residential community located in Sanford, North Carolina known as Sanford Marketplace, and (iii) had its preferred equity investment in The Cottages at Myrtle Beach fully redeemed in the aggregate amount of $ 28.1 million, which included the Company’s principal investment of $ 17.9 million, and accrued preferred return and outstanding amounts of $ 10.2 million.

In addition, the Company sold its preferred equity interests in Indigo Cove and Wayford at Pringle to a joint venture, with such joint venture including an affiliate of Bluerock Homes Manager, LLC (the Company’s “Manager”), in the aggregate amounts of $ 4.2 million and $ 9.2 million, respectively, which included the Company’s outstanding principal investments and accrued preferred returns, net of any reimbursements.

As of June 30, 2025, the Company had funded $ 11.6 million of its $ 37.8 million aggregate commitment to fund capital for preferred equity interests in Canvas at Wildwood, River Ford, and Sanford Marketplace.

Note 9 – DST Program

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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.

As of June 30, 2025, the Company had two properties (Amira at Westly and Southern Pines Reserve) in its DST Program and had raised net offering proceeds of $ 45.5 million, with total net real estate investments associated with the DST Program of $ 160.3 million.

Note 10— 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):

The outstanding balances on the revolving credit facilities at December 31, 2024 were as follows (amounts in thousands).

At June 30, 2025, the KeyBank Credit Facility had no outstanding balance and the Amended DB Credit Facility was amended and restated (refer to below for further information).

Revolving Credit Facilities

Amended DB Credit Facility

KeyBank Credit Facility

Amended DB Credit Facility

Amended Deutsche Bank Credit Facility (“Amended DB Credit Facility”)

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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).

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 (the “DB Loan”;

refer to Note 11 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.

In October 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program.

The KeyBank Credit Facility provides for a revolving loan with a maximum commitment amount of $ 50 million.

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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.

At June 30, 2025, the KeyBank Credit Facility was fully paid down with no outstanding balance.

Note 11 – 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):

The following table summarizes certain information at June 30, 2025 and December 31, 2024 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):

Outstanding Principal

As of March 31, 2025

As of June 30, 2025

Interest-only

9 unchanged sentences

August 1, 2029

Southern Pines Reserve

Interest-only

Villas at Huffmeister

6 unchanged sentences

October 4, 2027

Interest-only

October 1, 2027

Wayford at Concord (6)

9 unchanged sentences

CA3 matures in 2028.

The ILE credit agreements contain certain financial and operating covenants, including minimum liquidity and minimum debt service coverage.

The loan requires monthly payments of principal and interest.

The principal balance includes a $ 9.6 million senior loan at a fixed rate of 4.81 % and a $ 4.3 million supplemental loan at a fixed rate of 4.96 %.

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 %.

The Deutsche Bank loan (“DB Loan”) bears interest at one-month Term SOFR plus 2.95 %.

In June 2025, the one-month Term SOFR in effect was 4.32 %.

The Term SOFR rate is subject to a 2.50 % rate cap through April 2026;

refer to Note 13 for further information.

The DB Loan contains certain financial and operating covenants, including maximum leverage, minimum debt yield and minimum debt service coverage.

The ILE loan bears interest at one-month Term SOFR plus 2.85 %, subject to a 6.50 % rate floor, and contains a minimum debt service coverage covenant.

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.

In June 2025, the 30-day average SOFR in effect was 4.31 %.

SOFR rate is subject to a 2.50 % rate cap through April 2027;

refer to Note 13 for further information.

Deferred financing costs

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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.

The Company had a negligible amount of loss on extinguishment of debt and no debt modification costs during the three and six months ended June 30, 2025.

The Company had no loss on extinguishment of debt or debt modification costs during the corresponding periods ended June 30, 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):

2025 (April 1 – December 31)

The following table summarizes the Company’s contractual principal payments of its borrowing at June 30, 2025 for the five subsequent years and thereafter (amounts in thousands).

2025(July 1 - December 31)

Unamortized fair value debt adjustment

Deferred financing costs, net

The net book value of real estate assets providing collateral for these above borrowings was $ 588.0 million at March 31, 2025.

The net book value of real estate assets providing collateral for these above borrowings was $ 638.9 million at June 30, 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.

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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

At June 30, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due from and due to affiliates, revolving credit facilities, accounts payable, other accrued liabilities, and distributions payable approximate fair value based on their highly liquid nature and/or short-term maturities and are classified in Level 1 of the fair value hierarchy.

The carrying values of notes receivable approximate fair value because stated interest rate terms are consistent with interest rate terms on new deals with similar leverage and risk profiles.

The fair values of notes receivable are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.

At June 30, 2025, the Company’s investment in the Marble Fund was recorded at cost.

The fair value of the Marble Fund is based upon the net asset value reported within the Marble Fund’s financial information.

This financial information represents market prices within an inactive market as the Marble Fund prices units based on the net asset value of the fund.

Entrants to the fund are priced based upon the current net asset value of the fund at the time of investment.

As such, the carrying value of the Marble Fund approximates fair value, and the financial information used to determine the fair value of the Company’s investment in the Marble Fund represents market-corroborated inputs of the asset, which is considered a Level 2 input within the fair value hierarchy.

The Company held no investments in unconsolidated real estate funds at December 31, 2024.

Refer to Note 7 for further information on the Marble Fund.

As of June 30, 2025 and December 31, 2024, based on the discounted amount of future cash flows using rates currently available to the Company for similar liabilities, the fair value of the Company’s mortgages payable is estimated at $ 343.8 million and $ 250.2 million, respectively, compared to the carrying amounts, before adjustments for deferred financing costs, net, of $ 345.1 million and $ 258.2 million, respectively.

The fair value of mortgages payable is estimated based on interest rates obtained from a third party for similar types of borrowing arrangements and accordingly, the fair value of mortgages payable is classified in Level 2 of the fair value hierarchy.

The carrying values and fair values of the Company’s financial instruments recorded at fair value on a recurring basis at June 30, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands):

June 30, 2025

December 31, 2024

2 unchanged sentences

Preferred equity investments (1)

Mortgages payable (2)

Derivative financial instruments (2)

Represents the Company’s preferred equity investments which are classified as available-for-sale (“AFS”) debt securities (refer to Note 8 for further information).

4 unchanged sentences

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.

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 estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility.

The fair value of interest rate caps is determined using the market-standard methodology of discounting the future expected cash receipts which would occur if floating interest rates rise above the strike rate of the caps.

The floating interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy.

The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three and six months ended June 30, 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

Six Months Ended

Investment in operating units classified as held for sale (Level 3)

4 unchanged sentences

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.

The estimated fair value is based on historical sales experience, estimates obtained from third-party brokers, and current market conditions.

Fair Value Measurements on a Nonrecurring Basis

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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

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 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.

No impairment losses on operating real estate and related intangible assets were recorded during the three and six months ended June 30, 2025 and 2024.

Note 13 – Derivative Financial Instruments

11 unchanged sentences

The Company does not use derivative financial instruments for trading or speculative purposes.

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):

At June 30, 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 $ 101.0 million of the Company’s debt.

The following table summarizes the Company’s derivative financial instruments at June 30, 2025 ($ in thousands):

Interest Rate Caps

4 unchanged sentences

Latest maturity date

(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):

The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at June 30, 2025 and December 31, 2024 (amounts in thousands):

Derivatives not designated as hedging

2 unchanged sentences

Balance Sheet Location

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Accounts receivable, prepaids and other assets, net

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

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 and six months ended June 30, 2025 and 2024 (amounts in thousands):

The Effect of Derivative Instruments

on the Statements of Operations

Derivatives not designated as hedging

Location of Gain (Loss)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

instruments under ASC 815-20

8 unchanged sentences

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”).

The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directors (the “Board”).

Specifically, the Manager is responsible for (i) the selection, purchase and sale of the Company’s portfolio investments, (ii) the Company’s financing activities, and (iii) providing the Company with advisory services, in each case in conformity with the investment guidelines and other policies approved and monitored by its Board.

2 unchanged sentences

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.

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 (as defined in the Operating Partnership’s Partnership Agreement) 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.

For the three and six months ended June 30, 2025, the Company recorded base management fees of $ 2.6 million and $ 5.1 million, respectively, of which $ 0.2 million and $ 0.4 million, respectively, were, or shall be, paid in C-LTIP Units with the remainder paid in cash.

For the three and six months ended June 30, 2024, the Company recorded base management fees of $ 2.2 million and $ 4.2 million, respectively, 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).

For the three and six months ended June 30, 2025 and 2024, the Company recorded operating expense reimbursements of $ 1.0 million and $ 1.1 million, and $ 2.0 million and $ 2.3 million, respectively.

Commencing with operating expense reimbursements for the first quarter 2024, the Company paid the operating expense reimbursement to the Manager entirely in cash.

In addition, for the three and six months ended June 30, 2025 and 2024, the Company recorded direct expense reimbursements of $ 0.2 million and $ 0.07 million, and $ 0.3 million and $ 0.2 million, respectively, which were, or shall be, paid to the Manager in cash.

Both the operating and direct expense reimbursements were recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.

The table below presents the related party amounts payable to the Manager at June 30, 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.

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Payment by BREH of any amounts payable under the Leasehold Cost-Sharing Agreement to the Company will be made in cash.

The table below presents the related party amounts receivable from BREH at March 31, 2025 and December 31, 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands).

The table below presents the related party amounts receivable from BREH at June 30, 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

June 30, 2025

December 31, 2024

1 unchanged sentence

Operating and direct expense reimbursements

Total amounts receivable from the Manager

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.

Total amounts receivable from BREH

At June 30, 2025 and December 31, 2024, the Company had no other receivables due from any related parties.

Acquisition Fees

The Company, through consolidated subsidiaries associated with its DST Program, incurs a one-time acquisition fee for each DST private placement offering.

During the six months ended June 30, 2025 and the year ended December 31, 2024, the Company incurred one-time acquisition fees of $ 1.4 million and $ 2.1 million, respectively.

Refer to Note 9 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).

Asset Management Fees

The Company engaged a related party as the DST asset manager to provide certain management services and oversee the performance of the property manager.

The Company has agreed to pay an asset management fee equal to a stated percentage per annum of the purchase price of each property in the DST Program.

During the three and six months ended June 30, 2025, the Company incurred asset management fees related to the DST Program of $ 0.07 million and $ 0.1 million, respectively, which are recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income.

As the Company held no DST properties at June 30, 2024, it did no t record any asset management fees related to the DST Program during the corresponding periods ended June 30, 2024.

The table below presents amounts payable to related parties at June 30, 2025 and December 31, 2024 (amounts in thousands) related to the Company’s DST Program.

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

Amounts payable to related parties – DST Program

June 30, 2025

December 31, 2024

One-time acquisition fee

One-time acquisition fees

Asset management fees

Total amounts payable to BR Amira DST Manager, LLC

Total amounts payable to related parties – DST Program

Selling Commissions and Dealer Manager Fees

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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.

For the six months ended June 30, 2025, the Company incurred $ 2.1 million in selling commissions and discounts and $ 0.9 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 $ 0.7 million in conjunction with the offering of Series A Preferred Stock during the six months ended June 30, 2025.

The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering.

7 unchanged sentences

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.

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):

The following table reconciles the components of basic and diluted net loss per common share for the three and six months ended June 30, 2025 and 2024 (amounts in thousands, except share and per share amounts):

Three Months Ended

Six Months Ended

Less preferred stock dividends

9 unchanged sentences

Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.

For the three months ended March 31, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive:

For the three months ended June 30, 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 47 shares and 4,772 shares, respectively, and (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 11,280,500 shares and 1,638,063 shares, respectively.

For the six months ended June 30, 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 4,923 shares and zero shares, respectively, and (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 10,204,806 shares and 1,337,190 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.

2 unchanged sentences

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.

During the six months ended June 30, 2025, the Company issued 1,201,235 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 $ 26.0 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 June 30, 2025, the Company had issued a total of 5,834,520 shares of Series A Preferred Stock with total net proceeds of approximately $ 127.1 million after commissions, dealer manager fees, sales discounts and offering costs.

Additionally, as of June 30, 2025, the Company, at the request of holders, had redeemed a total of 10,960 shares of Series A Preferred Stock through the issuance of 18,653 shares of Class A common stock and redeemed a total of 8,008 shares of Series A Preferred Stock in cash.

In May 2024, the Company announced the payment of an enhanced special dividend replacing the previous special dividend.

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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.

As of June 30, 2025, the Company had recorded a total of $ 2.0 million of accretion related to the Series A Preferred Stock.

Series A Preferred Stock Redemption Safeguard Policy

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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.

On February 28, 2025, the Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $ 5 million of the Company’s outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.

The repurchase plan has a term of one year and may be discontinued at any time.

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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.

As of June 30, 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).

As of June 30, 2025, limited partners other than the Company owned approximately 69.23 % of the common units of the Operating Partnership ( 7,365,404 OP Units, or 55.67 %, were held by OP Unit holders, and 1,794,489 LTIP Units, or 13.56 %, were held by LTIP Unit holders, including 3.12 % which were not vested as of June 30, 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.

On March 7, 2025, the Company granted 21,254 C-LTIP Units, or approximately $ 245,000 , to the Manager as partial payment of the total base management fee of $ 2.5 million for the fourth quarter 2024.

On May 13, 2025, the Company granted 20,445 C-LTIP Units, or approximately $ 210,000 , to the Manager as partial payment of the total base management fee of $ 2.5 million for the first quarter 2025.

Such C-LTIP Units were issued pursuant to the Management Agreement and 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.

Prior to the annual meeting of the Company’s stockholders held on June 11, 2025 (the “Annual Meeting”), the Company had in effect the Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Individuals (the “2022 Individuals Plan”) and the Bluerock Homes Trust, Inc.

2022 Equity Incentive Plan for Entities (the “2022 Entities Plan,” and together with the 2022 Individuals Plan, the “2022 Incentive Plans”).

At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of each of the 2022 Individuals Plan (as so amended and restated, the “Amended Individuals Plan”) and the 2022 Entities Plan (as so amended and restated, the “Amended Entities Plan,” and together with the Amended Individuals Plan, the “Amended Incentive Plans,” and collectively with the 2022 Incentive Plans, the “BHM Incentive Plans”).

The Amended Incentive Plans were approved by the Board on April 15, 2025, subject to the approval of the Company’s stockholders at the Annual Meeting, and became effective upon such stockholder approval.

The BHM Incentive Plans provide for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board.

LTIP Unit and Restricted Stock Grants

Under the BHM Incentive Plans, (i) certain of the Manager’s executive management team and personnel who provide services to the Manager were granted LTIP Units and/or shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a three-year period, and (ii) each independent member of the Board was granted LTIP Units in payment of the equity portion of their respective annual retainers, with such LTIP Units fully vested upon issuance.

Under the BHM Incentive Plans, (i) certain of the Manager’s executive management team and personnel who provide other services to the Manager (collectively, the “BREH Personnel”) 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.

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.

In April 2025, the Company issued 74,031 LTIP Units pursuant to the BHM Incentive Plans directly to and among certain of the BREH Personnel as an annual long-term incentive equity grant for the year ended December 31, 2024.

Such LTIP Units will vest ratably on an annual basis over a three -year period from 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.

During the three and six months ended June 30, 2025 and 2024, the Company recognized compensation expense for such LTIP Units of approximately $ 0.8 million and $ 0.7 million, and $ 1.5 million and $ 1.3 million, respectively.

Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations and comprehensive income.

As of March 31, 2025, there was $ 6.4 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans.

As of June 30, 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 2.2 years.

Restricted Stock

On April 1, 2025, the Company issued 112,563 shares of Class A common stock as RSGs pursuant to the BHM Incentive Plans directly to and among certain of the BREH Personnel as an annual long-term incentive equity grant for the year ended December 31, 2024.

Such RSGs will vest ratably on an annual basis over a three -year period from the date of grant.

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.

During the three and six months ended June 30, 2025 and 2024, the Company recognized compensation expense for RSGs of approximately $ 0.2 million and $ 0.2 million, and $ 0.4 million and $ 0.2 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.

At June 30, 2025, there was $ 2.1 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 2.3 years.

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April 4, 2025

April 15, 2025

April 25, 2025

April 15, 2025

June 25, 2025

Series A Preferred Enhanced Special Dividend (2)

11 unchanged sentences

April 4, 2025

April 15, 2025

April 25, 2025

April 15, 2025

June 25, 2025

Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding.

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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 declared and paid for the six months ended June 30, 2025 were as follows (amounts in thousands):

Distributions

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Total first quarter

Second Quarter

Class A common stock

Class C common stock

Series A Preferred Stock (1)

LTIP / C-LTIP Units

Total second quarter

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 16 – Commitments and Contingencies

The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 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.

The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $ 26.2 million and $ 17.6 million at June 30, 2025 and December 31, 2024, respectively.

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.

At June 30, 2025, the remaining estimated project costs to complete the Abode Wendell Falls development was $ 45.3 million.

The Company is subject to various legal actions and claims arising in the ordinary course of business.

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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.

For the three and six months ended June 30, 2025, the Company recorded $ 0.1 million and $ 0.2 million, respectively, of net rent expense related to the Lease.

The Company did no t record any net rent expense related to the Lease during the corresponding periods ended June 30, 2024.

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.

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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.

At June 30, 2025, the remaining right-of-use asset and lease liability balances were $ 4.7 million and $ 5.2 million, respectively, and the remaining Lease term was approximately 6.1 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):

2025 (April 1 – December 31)

The following table summarizes the future minimum lease payments and total operating lease liability as of June 30, 2025 (amounts in thousands):

2025 (July 1 – December 31)

Total future minimum lease payments (undiscounted cash flows)

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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 Company views its residential real estate assets as two reportable segments, consisting of (i) residential communities and (ii) scattered single-family homes.

The CODMs do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of the Company’s portfolio of properties/investments.

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.

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In addition, these residential communities typically have onsite property management.

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.

The following table summarizes NOI by the Company’s reportable segments for the three and six months ended June 30, 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,

Three Months Ended June 30,

Six Months Ended June 30,

Rental and other property revenues

Scattered single-family homes

Residential communities

Scattered single-family homes

Total rental and other property revenues

Property operating expenses

Scattered single-family homes

Residential communities

Scattered single-family homes

Total property operating expenses

Net operating income

Scattered single-family homes

Residential communities

Scattered single-family homes

Total net operating income

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Acquisition and other transaction costs

Weather-related losses, net

Depreciation and amortization

Other (expense) income

Other expense, net

Income from preferred equity investments

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Gain on sale and (impairment) of real estate investments, net

Gain on sale of available-for-sale investments

Loss on extinguishment of debt

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Net loss attributable to common stockholders

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,

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 and six months ended June 30, 2025 and 2024 (amounts in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Rental and other property revenues

Scattered single-family homes

Residential communities

Scattered single-family homes

Total rental and other property revenues

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Series A Preferred Stock (1)

April 15, 2025

April 25, 2025

April 15, 2025

June 25, 2025

July 15, 2025

July 25, 2025

August 5, 2025

July 15, 2025

August 25, 2025

September 5, 2025

July 15, 2025

September 25, 2025

October 3, 2025

Series A Preferred Enhanced Special Dividend

April 15, 2025

April 25, 2025

April 15, 2025

June 25, 2025

July 15, 2025

July 25, 2025

August 5, 2025

July 15, 2025

August 25, 2025

September 5, 2025

July 15, 2025

September 25, 2025

October 3, 2025

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Distributions Paid

The following distributions were declared and/or paid to the Company’s stockholders subsequent to March 31, 2025 (amounts in thousands):

The following distributions were declared and/or paid to the Company’s stockholders subsequent to June 30, 2025 (amounts in thousands):

Declaration Date

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March 11, 2025

March 25, 2025

April 4, 2025

June 25, 2025

Class C common stock

March 11, 2025

March 25, 2025

April 4, 2025

June 25, 2025

Series A Preferred Stock (1)

January 15, 2025

March 25, 2025

April 15, 2025

March 11, 2025

June 25, 2025

March 11, 2025

April 4, 2025

June 25, 2025

LTIP / C-LTIP Units

March 11, 2025

March 25, 2025

April 4, 2025

June 25, 2025

Series A Preferred Stock (1)

April 15, 2025

April 25, 2025

July 15, 2025

July 25, 2025

August 5, 2025

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.

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

refer to Note 7 for further information on the Company’s DST Program.

Acquisition of Additional Interests in Investments

On July 11, 2025, the Company purchased the noncontrolling partner’s interest in Peak JV 2 and Peak JV 3 for $ 0.2 million and $ 0.9 million, respectively.

The Company increased its interest in (i) Peak JV 2 from 80 % to 100 % and (ii) Peak JV 3 from 56 % to 100 %.

Sale of The Cottages of Port St.

Lucie Interests

On July 24, 2025, The Cottages of Port St.

Lucie, the underlying asset of a joint venture in which the Company had a preferred equity interest located in Port St.

Lucie, Florida, was sold.

Upon the sale, the Company’s preferred equity investment was fully redeemed by the joint venture in the aggregate amount of $ 30.0 million, which included the Company’s principal investment of $ 18.8 million, and accrued preferred return and outstanding amounts of $ 11.2 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements