Revenue rises but Bluerock Homes Trust (NYSE: BHM) records Q1 2026 net loss
Bluerock Homes Trust, Inc. reported higher rental revenues but a larger net loss for the quarter ended March 31, 2026. Rental and other property revenues rose to $19.7 million from $15.9 million, reflecting growth across its residential and scattered single-family portfolios.
Total expenses increased to $26.2 million, driven by higher property operating costs, depreciation and amortization, weather-related losses, and impairments on held-for-sale units. After other expense items and preferred dividends, net loss attributable to common stockholders widened to $3.4 million, or $0.90 per basic and diluted share, versus $2.5 million or $0.67 a year earlier.
The company ended the quarter with $191.6 million in cash, cash equivalents and restricted cash and $416.8 million of mortgages payable, while total assets were $1.14 billion. It sold 131 single-family units for about $22.0 million, generating roughly $17.2 million of net proceeds and a $0.6 million gain, and continued to build its preferred equity investment portfolio to $43.6 million. Management highlighted ongoing macroeconomic and interest-rate volatility as key external risks while maintaining its REIT status and Sunbelt- and West-focused residential growth strategy.
Positive
- None.
Negative
- None.
Insights
Revenue grew and liquidity is strong, but losses and preferred obligations weigh on common equity.
Bluerock Homes Trust increased rental and property revenues to $19.7 million, yet higher operating, depreciation and interest costs pushed the quarter to a larger net loss. Net loss attributable to common stockholders was $3.4 million, or $0.90 per share, compared with $0.67 per share a year earlier.
Balance sheet data show $191.6 million of cash, cash equivalents and restricted cash against $416.8 million of mortgages payable and total assets of $1.14 billion. Redeemable preferred stock outstanding reached about $149.2 million across Series A and B, with preferred dividends and accretion together exceeding $3.6 million for the quarter, ranking ahead of common distributions.
The company sold $22.0 million of scattered single-family units, realizing about $17.2 million in net proceeds and a $0.6 million gain, while preferred equity investments increased to $43.6 million. Rising depreciation, weather impacts and impairments on held-for-sale units highlight execution and market risks, especially given management’s discussion of interest-rate and macroeconomic volatility.
Key Figures
Key Terms
real estate investment trust (REIT) financial
preferred equity investments financial
available-for-sale (“AFS”) debt securities financial
Delaware statutory trusts (DST Program) financial
variable interest entity (“VIE”) financial
interest rate caps and swaps financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from _______ to ______
Commission File Number
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | |||
| | | |||
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | ☒ | |
Smaller reporting company | Emerging growth company | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Number of shares outstanding of the registrant’s
classes of common stock, as of May 1, 2026
Class A Common Stock:
Class C Common Stock:
Table of Contents
BLUEROCK HOMES TRUST, INC.
FORM 10-Q
March 31, 2026
PART I – FINANCIAL INFORMATION | ||
|
|
|
Item 1. | Financial Statements | |
|
| |
Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 (Audited) | 3 | |
|
| |
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 4 | |
|
| |
Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 5 | |
|
| |
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 7 | |
|
| |
Notes to Consolidated Financial Statements | 8 | |
|
| |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 40 |
|
| |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 57 |
|
| |
Item 4. | Controls and Procedures | 58 |
|
| |
PART II – OTHER INFORMATION | ||
|
|
|
Item 1. | Legal Proceedings | 59 |
|
|
|
Item 1A. | Risk Factors | 59 |
|
|
|
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 59 |
|
|
|
Item 3. | Defaults Upon Senior Securities | 59 |
|
|
|
Item 4. | Mine Safety Disclosures | 59 |
|
|
|
Item 5. | Other Information | 59 |
|
|
|
Item 6. | Exhibits | 60 |
|
|
|
SIGNATURES | 61 | |
2
Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
BLUEROCK HOMES TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
| | | | | | |
| | (Unaudited) | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
ASSETS |
| | |
| | |
Net Real Estate Investments |
| | |
| | |
Land | | $ | | | $ | |
Buildings and improvements | |
| | |
| |
Furniture, fixtures and equipment | |
| | |
| |
Construction in process | | | | | | |
Total gross operating real estate investments | |
| | |
| |
Accumulated depreciation | |
| ( | |
| ( |
Total net operating real estate investments | |
| | |
| |
Operating real estate held for sale, net | | | | | | |
Total Net Real Estate Investments | | | | | | |
Cash and cash equivalents | |
| | |
| |
Restricted cash | |
| | |
| |
Investment in unconsolidated real estate funds | | | | | | |
Accounts receivable, prepaids and other assets, net | |
| | |
| |
Preferred equity investments, net | |
| | |
| |
Other intangible assets, net | | | | | | |
Due from affiliates | | | | | | |
Non-real estate assets associated with operating real estate held for sale | | | | | | |
TOTAL ASSETS | | $ | | | $ | |
| | | | | | |
LIABILITIES AND EQUITY | |
| | |
| |
Mortgages payable | | $ | | | $ | |
Accounts payable | |
| | |
| |
Other accrued liabilities | |
| | |
| |
Due to affiliates | |
| | |
| |
Distributions payable | | | | | | |
Liabilities associated with operating real estate held for sale | | | | | | |
Total Liabilities | |
| | |
| |
| | | | | | |
| | | | | — | |
Equity | |
| | |
| |
Stockholders’ Equity | |
| | |
| |
Preferred stock, $ | | | — | |
| — |
Common stock - Class A, $ | | | | |
| |
Common stock - Class C, $ | | | — | |
| — |
Additional paid-in-capital | | | | | | |
Cumulative earnings in excess of distributions | | | | | | |
Accumulated other comprehensive gain | | | | | | |
Total Stockholders’ Equity | | | | | | |
Noncontrolling Interests | | | | | | |
Operating partnership units | | | | | | |
Partially owned properties | | | | | | |
Total Noncontrolling Interests | | | | | | |
Total Equity | | | | | | |
TOTAL LIABILITIES AND EQUITY | | $ | | | $ | |
See Notes to Consolidated Financial Statements
3
Table of Contents
BLUEROCK HOMES TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)
(In thousands, except share and per share amounts)
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Revenues |
| | |
| | |
Rental and other property revenues | | $ | | | $ | |
Interest income from loan investments | |
| — | |
| |
Total revenues | |
| | |
| |
| | | | | | |
Expenses | |
| | |
| |
Property operating | |
| | |
| |
Property management and asset management fees | |
| | |
| |
General and administrative | |
| | |
| |
Management fees to related party | |
| | |
| |
Acquisition and other transaction costs | |
| | |
| |
Weather-related losses, net | | | | | | — |
Impairment of real estate investments | | | | | | |
Depreciation and amortization | |
| | |
| |
Total expenses | |
| | |
| |
| | | | | | |
Other (expense) income | |
| | |
| |
Other expense, net | |
| ( | |
| ( |
Income from preferred equity investments | | | | | | |
Share of net earnings of equity method investment | |
| | |
| — |
Recovery of credit losses, net | |
| — | |
| |
Gain on sale of real estate investments, net | | | | | | |
Loss on extinguishment of debt costs | | | ( | | | ( |
Interest expense, net | |
| ( | |
| ( |
Interest income | | | | | | |
Total other expense | |
| ( | |
| ( |
Loss before income taxes | |
| ( | |
| ( |
Income tax expense | | | ( | | | ( |
Net loss | | | ( | | | ( |
Preferred stock dividends | | | ( | | | ( |
Preferred stock accretion | | | ( | | | ( |
Net loss attributable to noncontrolling interests | | | | | | |
Operating partnership units | |
| | |
| |
Partially-owned properties | |
| | |
| |
Net loss attributable to noncontrolling interests | |
| | |
| |
Net loss attributable to common stockholders | | $ | ( | | $ | ( |
| |
| | |
| |
Net loss per common share – Basic | | $ | ( | | $ | ( |
Net loss per common share – Diluted | | $ | ( | | $ | ( |
| |
| | |
| |
Weighted average basic common shares outstanding | | | | | | |
Weighted average diluted common shares outstanding | | | | | | |
| | | | | | |
Other comprehensive income | | | | | | |
Unrealized gain on available for sale investments | | $ | | | $ | |
Less unrealized gain attributable to Operating partnership units | | | ( | | | ( |
Other comprehensive income attributable to common stockholders | | | | | | |
Comprehensive loss attributable to noncontrolling interests | | | | | | |
Comprehensive loss attributable to common stockholders | | $ | ( | | $ | ( |
See Notes to Consolidated Financial Statements
4
Table of Contents
BLUEROCK HOMES TRUST, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2026
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class A Common Stock | | Class C Common Stock | | | | | | | | Accumulated | | | | | | | |||||||
| | | | | | | | | | | | Additioanl | | | | | Other | | | | | | | ||
| | Number | | | | | Number | | | | | Paid-in | | Cumulative | | Comprehensive | | Noncontrolling | | | | ||||
| | of Shares | | Par Value | | of Shares | | Par Value | | Capital | | Earnings | | Income | | Interests | | Total Equity | |||||||
Balance, January 1, 2026 | | | | $ | | | | | $ | — | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
(Forfeiture) issuance of restricted Class A common stock for equity incentive plan compensation | | ( | | | — | | — | | | — | | | | | | — | | | — | | | — | | | |
Issuance of long-term incentive plan units (“LTIP Units”) for equity incentive plan compensation | | — | | | — | | — | | | — | | | — | | | — | | | — | | | | | | |
Issuance of C-LTIP Units to Bluerock Homes Manager, LLC (“Manager”) | | — | | | — | | — | | | — | | | — | | | — | | | — | | | | | | |
Common stock distributions declared | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Series A Preferred Stock distributions declared | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Series A Preferred Stock accretion | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Series B Preferred Stock distributions declared | | — | | | — | | — | | | — | | | — | | | ( | | | — | | | — | | | ( |
Series B 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 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, March 31, 2026 | | | | $ | | | | | $ | — | | $ | | | $ | | | $ | | | $ | | | $ | |
See Notes to Consolidated Financial Statements
5
Table of Contents
BLUEROCK HOMES TRUST, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class A Common Stock | | Class C Common Stock | | | | | | | Accumulated | | | | | | | ||||||||
| | | | | | | | | | | | Additional | | | | | Other | | | | | | | ||
| | Number | | | | Number | | | | Paid-in | | Cumulative | | Comprehensive | | Noncontrolling | | | | ||||||
| | of Shares | | Par Value | | of Shares | | Par Value | | Capital | | Earnings | | (Loss) Income | | Interests | | Total Equity | |||||||
Balance, January 1, 2025 | | | | $ | | | | | $ | — | | $ | | | $ | | | $ | ( | | $ | | | $ | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
(Forfeiture) issuance of restricted Class A common stock for equity incentive plan compensation | | ( | | | — | | — | | | — | | | | | | — | | | — | | | — | | | |
Issuance of LTIP Units for equity incentive plan compensation | | — | | | — | | — | | | — | | | — | | | — | | | — | | | | | | |
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 | | — | | | — | | — | | | — | | | — | | | — | | | | | | | | | |
Adjustment for noncontrolling interest ownership in the Operating Partnership | | — | |
| — | | — | |
| — | |
| ( | |
| — | | | — | |
| | |
| — |
Adjustment for noncontrolling interest ownership in partially owned properties | | — | | | — | | — | | | — | | | | | | — | | | — | | | ( | | | — |
Net income (loss) | | — | | | — | | — | | | — | | | — | | | | | | — | | | ( | | | ( |
Balance, March 31, 2025 | | | | $ | | | | | $ | — | | $ | | | $ | | | $ | | | $ | | | $ | |
See Notes to Consolidated Financial Statements
6
Table of Contents
BLUEROCK HOMES TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Cash flows from operating activities |
| | |
| | |
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
| | |
| |
Depreciation and amortization | |
| | |
| |
Amortization of fair value adjustments | |
| | |
| |
Income from preferred equity investments | | | ( | | | ( |
Share of net earnings of equity method investment | | | ( | | | — |
Gain on sale of real estate investments, net | | | ( | | | ( |
Impairment of real estate investments | | | | | | |
Fair value adjustment of interest rate caps and swaps | | | | | | |
Recovery of credit losses, net | |
| — | |
| ( |
Loss on extinguishment of debt costs | |
| | |
| |
Noncash operating lease expense | | | | | | |
Distributions of income from preferred equity investments | |
| — | |
| |
Distributions from investments in unconsolidated real estate funds | | | | | | — |
Share-based compensation attributable to equity incentive plan | |
| | |
| |
Share-based compensation to Manager – C-LTIP Units | |
| | |
| |
Changes in operating assets and liabilities: | |
| | |
| |
Due from affiliates, net | |
| ( | |
| ( |
Accounts receivable, prepaids and other assets | |
| ( | |
| ( |
Notes and accrued interest receivable | |
| — | |
| |
Accounts payable and other accrued liabilities | |
| ( | |
| |
Net cash (used in) provided by operating activities | |
| ( | |
| |
| | | | | | |
Cash flows from investing activities: | |
| | |
| |
Acquisitions of real estate investments | |
| ( | |
| — |
Capital expenditures | |
| ( | |
| ( |
Repayments on notes receivable | |
| — | |
| |
Proceeds from sale of real estate investments | | | | | | |
Investment in preferred equity investments | |
| ( | |
| ( |
Net cash provided by investing activities | |
| | |
| |
| | | | | | |
Cash flows from financing activities: | |
| | |
| |
Distributions to common stockholders | |
| ( | |
| — |
Distributions to noncontrolling interests | |
| ( | |
| — |
Distributions to partially owned properties’ noncontrolling interests | |
| ( | |
| ( |
Distributions to preferred stockholders | | | ( | | | ( |
Contributions from noncontrolling interests | |
| | |
| |
Repayments on mortgages payable | |
| ( | |
| ( |
Repayments on revolving credit facilities | | | — | | | ( |
Payments of deferred financing fees | | | — | | | ( |
Net proceeds from issuance of | | | | | | |
Payments to redeem | | | ( | | | — |
Net proceeds from issuance of | | | | | | — |
Net cash used in financing activities | |
| ( | |
| ( |
| |
| | |
| |
Net (decrease) increase in cash, cash equivalents and restricted cash | | $ | ( | | $ | |
Cash, cash equivalents and restricted cash, beginning of year | |
| | |
| |
Cash, cash equivalents and restricted cash, end of period | | $ | | | $ | |
| | | | | | |
Reconciliation of cash, cash equivalents and restricted cash | |
| | |
| |
Cash and cash equivalents | | $ | | | $ | |
Restricted cash | | | | | | |
Total cash, cash equivalents and restricted cash, end of period | | $ | | | $ | |
| | | | | | |
Supplemental disclosure of cash flow information | |
| | |
| |
Cash paid for interest (net of interest capitalized) | | $ | | | $ | |
Cash paid for income taxes | | $ | | $ | — | |
| | | | | | |
Supplemental disclosure of non-cash investing and financing activities | |
| | |
| |
Distributions payable to common stockholders – declared and unpaid | | $ | | | $ | |
Distributions payable to noncontrolling interests - declared and unpaid | | $ | | | $ | |
Distributions payable to preferred stockholders - declared and unpaid | | $ | | | $ | |
Capital expenditures held in accounts payable and other accrued liabilities | | $ | | | $ | |
See Notes to Consolidated Financial Statements
7
Table of Contents
BLUEROCK HOMES TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Nature of Business
Bluerock Homes Trust, Inc. (the “Company”) was incorporated in Maryland on December 16, 2021. The Company owns and operates a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States. The Company’s current investment strategy is focused on growing its portfolio of residential communities. The Company’s principal objective is to generate attractive risk-adjusted returns on investments where it believes it can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. The Company’s Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize the Company’s return on investment.
As of March 31, 2026, the Company held
The Company has elected to be treated, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes. As a REIT, the Company generally is not subject to corporate-level income taxes. To maintain its REIT status, the Company is required, among other requirements, to distribute annually at least 90% of its “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s stockholders. If the Company fails to qualify as a REIT in any taxable year, it would be subject to federal income tax on its taxable income at regular corporate tax rates and it would not be permitted to qualify as a REIT for four years following the year in which it lost its qualification. The Company intends to continue to organize and operate in such a manner as to remain qualified as a REIT.
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The Company conducts its operations through Bluerock Residential Holdings, L.P., its operating partnership (the “Operating Partnership”), of which it is the sole general partner. The consolidated financial statements include the Company’s accounts and those of the Operating Partnership and its subsidiaries. As of March 31, 2026, limited partners other than the Company owned approximately
Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation. Specifically, impairment of real estate amounts that were previously included with gains on sales of real estate in a single line item on the consolidated statements of operations and comprehensive income (loss) are now presented separately within impairment of real estate investments. In addition, in-place lease intangible assets that were previously presented as a separate line item on the consolidated balance sheets have been reclassified and are included within other intangible assets, net. These reclassifications had no impact on net income (loss) as reported in the consolidated statements of operations and comprehensive income (loss), total assets, liabilities or equity as reported in the consolidated balances sheets, or the classifications within the consolidated statements of cash flows.
Summary of Significant Accounting Policies
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 for discussion of the Company’s significant accounting policies. During the three months ended March 31, 2026, there were no material changes to these policies.
8
Table of Contents
Consolidated Investments in Real Estate, Preferred Equity Investments, Notes Receivable and Unconsolidated Funds
The Company first analyzes an investment to determine if it is a variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810: Consolidation and, if so, whether the Company is the primary beneficiary requiring consolidation of the entity. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change in value with changes in the fair value of the VIE’s net assets. The Company continuously re-assesses at each level of the investment whether (i) the entity is a VIE, and (ii) the Company is the primary beneficiary of the VIE. If it was determined that an entity in which the Company holds an interest qualified as a VIE and the Company was the primary beneficiary, the entity would be consolidated.
If, after consideration of the VIE accounting literature, the Company has determined that an entity is not a VIE, the Company assesses the need for consolidation under all other provisions of ASC 810. These provisions provide for consolidation of majority-owned entities through a majority voting interest held by the Company providing control.
In assessing whether the Company is in control of and requiring consolidation of the limited liability company and partnership venture structures, the Company evaluates the respective rights and privileges afforded each member or partner (collectively referred to as “member”). The Company’s member would not be deemed to control the entity if any of the other members has either (i) substantive kickout rights providing the ability to dissolve (liquidate) the entity or otherwise remove the managing member or general partner without cause or (ii) substantive participating rights in the entity. Substantive participating rights (whether granted by contract or law) provide for the ability to effectively participate in significant decisions of the entity that would be expected to be made in the ordinary course of business.
The Company analyzes each investment that involves real estate acquisition, development, and construction to consider whether the investment qualifies as an investment in a real estate acquisition, development, and construction arrangement. The Company has evaluated its real estate investments as required by ASC 310-10 Receivables and concluded that no investments are considered an investment in a real estate acquisition, development, or construction arrangement. As such, the Company next evaluates if these investments are considered a security under ASC 320 Investments – Debt Securities.
For investments that meet the criteria of a security under ASC 320 Investments – Debt Securities, the Company classifies each investment as an available-for-sale (“AFS”) debt security as it does not have the positive intent to hold all investments to maturity. The Company accounts for these investments as preferred equity investments in its consolidated balance sheets, and it earns a fixed return on these investments which is included within income from preferred equity investments in its consolidated statements of operations and comprehensive income (loss). AFS debt securities are carried at fair value in the Company’s consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in its consolidated balance sheets, and as a component of other comprehensive income in its consolidated statements of operations and comprehensive income (loss). The Company evaluates each AFS debt security that has an unrealized loss recorded at the reporting date for a provision for credit loss, as applicable. Refer to the Current Expected Credit Losses (“CECL”) section of this Note for further information regarding CECL and the Company’s provision for credit losses. As of March 31, 2026 and December 31, 2025, the Company classifies all preferred equity investments as AFS debt securities as it does not have the positive intent to hold all such investments to maturity.
For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities, the Company evaluates the characteristics and the facts and circumstances to determine if loan accounting treatment is appropriate. If loan accounting treatment is deemed appropriate, the Company recognizes interest income on its notes receivable on the accrual method unless a significant uncertainty of collection exists. If a significant uncertainty exists, interest income is recognized as collected. Costs incurred to originate its notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable.
9
Table of Contents
In circumstances where the Company does have significant influence in the investment, however the Company determines that the investment does not meet the criteria of a security under ASC 320 Investments – Debt Securities and that loan accounting treatment is not appropriate, the Company generally accounts for these investments under the equity method. The equity method of accounting requires these investments to be initially recorded at cost and subsequently increased (decreased) for the Company’s share of net income (loss), and increased (decreased) for contributions (distributions). The proportionate share of the results of operations of these investments is recognized on a one-quarter lag and is recorded in the Company’s earnings or losses.
Real Estate Assets
Intangible Assets
In-place leases - The value of in-place leases represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. The Company records the value of in-place leases within other intangible assets, net on its consolidated balance sheets. The Company amortizes the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average
The following table summarizes the Company’s in-place lease intangible assets at March 31, 2026 and December 31, 2025 (amounts in thousands):
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
Gross carrying value | | $ | | | $ | |
Accumulated amortization |
| | ( |
| | ( |
Net carrying value | | $ | | | $ | |
The following table summarizes the Company’s in-place lease activity for the three months ended March 31, 2026 and year ended December 31, 2025 (amounts in thousands):
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
Beginning balances as of January 1, 2026 and 2025, respectively | | $ | | | $ | |
Acquisitions |
| | — |
| | |
Amortization |
| | ( |
| | ( |
In-place lease intangible assets, net, end of period | | $ | | | $ | |
At March 31, 2026, the Company’s estimated aggregate amortization of its in-place lease intangible assets for the next five years is $
Real estate tax abatement - In connection with the acquisition of Skytop Apartments in September 2025, the Company allocated approximately $
The following table summarizes the real estate tax abatement at March 31, 2026 (amounts in thousands):
| | | |
| | March 31, | |
| | 2026 | |
Gross carrying value | | $ | |
Accumulated amortization |
| | ( |
Net carrying value | | $ | |
10
Table of Contents
The following table presents the estimated future amortization expense of the real estate tax abatement as of March 31, 2026 (amounts in thousands):
| | | |
Year | | Total | |
2026 | | $ | |
2027 | |
| |
2028 | |
| |
2029 | |
| |
2030 | |
| |
Thereafter | |
| |
| | $ | |
Impairment of Operating Real Estate Assets
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its operating real estate and related intangible assets may not be recoverable. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgement and make certain key assumptions, including the following: (i) capitalization rate, (ii) discount rate, (iii) number of years the property will be held, (iv) property operating revenue including occupancy and market rental rates, and (v) property operating expenses. There are inherent uncertainties in making these estimates such as market conditions, and performance and sustainability of property operations. When indicators of potential impairment suggest that the carrying value of operating real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether it will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the operating real estate and related intangible assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets. Fair value is determined by using valuation techniques appropriate to the specific operating asset, which may include discounted cash flow analysis or a broker’s opinion of value.
Held for Sale Real Estate Assets
Real estate assets are classified as held for sale when they meet the applicable GAAP criteria in accordance with ASC 360-10 Property, Plant, and Equipment - Overall, including, but not limited to, the availability of the real estate asset for immediate sale in its present condition, the existence of an active program to locate a buyer, the probable sale of the real estate asset within one year, and actions required to complete the sale of the real estate asset are likely to occur. Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the consolidated balance sheets. At March 31, 2026 and December 31, 2025, the Company classified an aggregate of
11
Table of Contents
Income Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and has qualified since the taxable year ended December 31, 2022. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants it relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income (loss) and net cash available for distribution to stockholders; however, the Company intends to continue to organize and operate in such a manner as to remain qualified for treatment as a REIT.
The Company incurred federal, state, and local income taxes primarily from its taxable REIT subsidiaries (“TRS”) which manage the non-REIT activities. The Company’s operating partnerships are flow-through entities which are generally not subject to income taxes. Income taxes for the three months ended March 31, 2026 and 2025 were comprised mainly of state income and franchise taxes and federal income taxes related to the taxable REIT subsidiaries. The Company records these amounts in income tax expense on the Company’s consolidated statements of operations and comprehensive income (loss). The Company has no significant temporary or permanent differences associated with our taxable REIT subsidiaries.
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act made permanent certain tax provisions of the Tax Cuts and Jobs Act (2017) and includes changes to U.S. tax law that are applicable to the Company beginning in 2025. The Act provides for significant U.S. tax law changes and modifications including provisions allowing for accelerated tax deductions and the increased ability to deduct interest expense. The Company included the provisions that are effective for tax years 2025 and 2026.
Interim Financial Information
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“GAAP”) for interim financial reporting, and the instructions to Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all the information and notes or disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for interim periods should not be considered indicative of the operating results for a full year.
The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and disclosures required by GAAP for complete financial statements. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s audited consolidated financial statements for the year ended December 31, 2025 contained in the Annual Report on Form 10-K as filed with the SEC on February 27, 2026.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40)” (“ASU 2024-03”). The amendments in ASU 2024-03 require additional disclosure of specified information about certain costs and expenses within the notes to the financial statements. The amendments in ASU 2024-03 are effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial disclosures.
12
Table of Contents
In November 2025, the FASB issued Accounting Standards Update No. 2025-08, “Financial Instruments – Credit Losses (Topic 326)” (“ASU 2025-08”). The amendments in ASU 2025-08 expand the use of the gross-up approach for the recognition of expected credit losses on certain acquired loans, requiring that loans deemed “purchased seasoned loans” be accounted for similarly to purchased financial assets with credit deterioration at the acquisition date. The amendments are effective for the Company for annual reporting periods beginning after December 15, 2026. The Company is currently evaluating the impact of adopting ASU 2025-08 on its consolidated financial statements.
In December 2025, the FASB issued Accounting Standards Update No. 2025-11, “Interim Reporting (Topic 270)” (“ASU 2025-11”). The amendments in ASU 2025-11 clarify which disclosures are required in interim reporting periods and introduce a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments also clarify the types of interim reporting and the form and content of interim financial statements. The amendments are effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim financial statement disclosures.
Current Expected Credit Losses
Preferred Equity Investments
The Company performs an individual assessment of expected credit losses for its preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date. The Company first evaluates whether it intends to sell, or it is more likely than not that it will be required to sell, the AFS debt security before recovery of its amortized cost basis. If either criteria regarding intent or requirement to sell is met, the amortized cost basis of the security is written down to its fair value through income. If these criteria are not met, the Company evaluates whether the decline in fair value of the AFS debt security has resulted from credit losses. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if the Company determines that it is probable that it will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, the preferred equity investment is not considered fully recoverable. As such, a provision for credit loss is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any remaining noncredit loss component of unrealized loss would be recognized as a component of other comprehensive income.
Changes in the provision for credit loss are recorded as a provision for (or recovery of) credit loss expense. Losses are charged against the allowance when the Company believes the non-collectability of an AFS debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on AFS debt securities is excluded from the estimate of credit losses.
13
Table of Contents
Significant Risks and Uncertainties
Uncertainty Due to Economic Volatility
Thus far, 2026 has been marked by significant uncertainty and volatility in the global markets, largely driven by geopolitical conditions and the effects of international conflicts on global markets, oil prices and interest rates, as well as tariffs and international trade policy and disputes, and political and regulatory uncertainty. The Company’s results of operations in the future may be directly or indirectly affected by these and other economic uncertainties. As inflation accelerated rapidly in the first half of 2023, the Federal Reserve increased interest rates a total of four times during 2023 to curb the effects of rising inflation. While the Federal Reserve reduced interest rates by an aggregate of 100-basis points during 2024 and by an aggregate of 75-basis points during 2025, the Federal Reserve has elected to hold interest rates steady thus far in 2026, and there can be no assurances that interest rates will not rise again. The Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation. Rising interest rates cause uncertainty in credit and capital markets which could have material and adverse effects on the Company’s financial condition, results of operations and cash flows. In addition, any tariffs imposed by the current administration or other countries may cause further inflationary pressures in the economy, uncertainty and volatility of debt and equity markets, and a slowdown in the U.S. and global economies. Any such tariffs are likely to increase construction costs and further reduce already constrained new supply starts, which could adversely impact the timing of actual completion and/or stabilization of build-to-rent communities, including potential delays due to supply shortages and labor shortages. The long-term impact of these economic developments will largely depend on any future action by the Federal Reserve, future laws that may be enacted, changes in geopolitical conditions and international conflicts, the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets. The Company continues to closely monitor the impact of economic volatility on all aspects of its business.
Note 3 – Acquisition of Real Estate
Parkside at Summers Corner
On February 26, 2026, the Company acquired, with full ownership interest, an additional
Purchase Price Allocation
The real estate acquisition above has been accounted for as an asset acquisition. The purchase price was allocated to the acquired assets based on their estimated fair values at the date of acquisition.
The following table summarizes the assets acquired at the acquisition date for the
| | | |
| | Purchase | |
| | Price | |
| | Allocation | |
Land | | $ | |
Building | |
| |
Building improvements | |
| |
Land improvements | |
| |
Furniture and fixtures | |
| |
Total assets acquired (1) | | $ | |
| (1) | The $ |
14
Table of Contents
Note 4 – Sale of Real Estate Assets and Held for Sale Real Estate Assets
Sale of Consolidated Operating Units
During the first quarter 2026, the Company closed on the following sales:
Held for Sale
At March 31, 2026 and December 31, 2025, the Company classified an aggregate of
Units classified as held for sale were identified based on submarket analysis and individual unit-level operational review. Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets. Real estate assets classified as held for sale generally represent assets that are actively marketed or contracted for sale with the closing expected to occur within one year.
15
Table of Contents
Note 5 - Investments in Real Estate
As of March 31, 2026, the Company held
Consolidated Investments
| | | | | | | |
| | | | Number of | | Ownership |
|
Operating Investment Name | | Location / Market | | Units (1) | | Interest | |
Residential Communities | | | | | | | |
Allure at Southpark | | | | | | % | |
Amira at Westly | | | | | | (2) | |
Avenue at Timberlin Park | | | | | | % | |
District at Parkview (3) | | | | | | % | |
Skytop Apartments | | | | | | (2) | |
Southern Pines Reserve (3) | | | | | | % | |
Villas at Huffmeister | | | | | | % | |
Wayford at Concord | | | | | | % | |
Yauger Park Villas | | | | | | % | |
Total Residential Communities Units | | | | | | | |
| | | | | | | |
Scattered Single-Family Homes | | | | | | | |
Ballast | | | | | | % | |
Golden Pacific | | | | | | % | |
ILE | | | | | | % | |
Indy-Springfield | | | | | | % | |
Peak JV 2 | | | | | | % | |
Savannah-84 | | | | | | % | |
Total Scattered Single-Family Homes | | | | | | | |
Total Operating Units | | | | | | | |
| | | | | | | |
Development / Lease-up Investment Name | | | | | | | |
Residential Communities | | | | | | | |
Abode Wendell Falls (4) | | | | | | % | |
Harmony at Clear Creek (4) | | | | | | % | |
Parkside at Summers Corner (5) | | | | | | % | |
Total Development Units | | | | | | | |
Total Units | | | | | | | |
| (1) | Total number of units includes an aggregate of |
| (2) | Amira at Westly and Skytop Apartments are held through the Company’s DST Program (refer to Note 9 for further information). The Amira at Westly DST and Skytop Apartments DST have been fully subscribed with equity from individual investors. |
| (3) | District at Parkview and Southern Pines Reserve are held through the Company’s DST Program. |
| (4) | Represents a development project with |
| (5) | Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed. Of the total |
Depreciation expense was $
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 $
16
Table of Contents
Preferred Equity Investments
| | | | |
| | | | Actual / |
| | | | Planned |
| | | | Number of |
Development Investment Name | | Location | | Units |
Archer at RiverBlue | | | | |
Canvas at Wildwood | | | | |
River Ford |
|
| | |
Sanford Marketplace | | | | |
Total Development Units |
| |
| |
| | | | |
Operating Investment Name (1) | | | | |
Wayford at Innovation Park | | | | |
Total Operating Units | | | | |
Total Units | | | | |
(1) | Operating investment represents a stabilized operating property. |
Note 6 – Notes and Interest Receivable
At March 31, 2026 and December 31, 2025, the Company held
Allowance for Credit Losses
The allowance for credit losses of the Company’s loan investments at December 31, 2025 is summarized in the table below (amounts in thousands). The Company had
| | | |
| | December 31, | |
| | 2025 | |
Beginning balance, net as of January 1, 2025 | | $ | |
Recovery of credit losses on pool of assets, net (1) | | | ( |
Allowance for credit losses, net, end of period | | $ | |
(1) | Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets. The recovery of credit losses during the year ended December 31, 2025 was attributable to the removal of the two remaining investments from the pool of assets. |
Following is a summary of the interest income from loan investments for the three months ended March 31, 2025 (amounts in thousands). The Company did
| | | |
| | Three Months Ended | |
| | March 31, | |
Investment Name | | 2025 | |
Wayford at Pringle (1) | | $ | |
Willow Park (1) | | | |
Total | | $ | |
| (1) | In February and May 2025, the Company’s loan investments in Wayford at Pringle and Willow Park were paid off in full, respectively, including any accrued but unpaid interest amounts. |
17
Table of Contents
Note 7 – Investment in Unconsolidated Real Estate Fund
At March 31, 2026, the Company, through a wholly-owned subsidiary of the Operating Partnership, had
The carrying amount and ownership percentage of the Company’s investment in the unconsolidated real estate fund at March 31, 2026 and December 31, 2025 is summarized below (amounts in thousands).
| | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 | ||||||||
| | Company Ownership | | | | | | Company Ownership | | | | |
Investment Name | | Percentage (1) | | | | Carrying Value | | Percentage (1) | | | Carrying Value | |
Marble Capital Income and Impact Fund, LP (2) |
| | % | | $ | | | | % | | $ | |
Total |
| | | | | | | | | | | |
| (1) | Represents the Company’s ownership percentage at March 31, 2026 and at December 31, 2025. |
| (2) | The Company accounts for its investment in the Marble Capital Income and Impact Fund, LP under the equity method as the Company considers its degree of influence to be significant. |
Summary combined financial information for the Company’s investment in the unconsolidated real estate fund at December 31, 2025, and for the three months and year ended December 31, 2025, is summarized below (amounts in thousands):
| | | |
| | December 31, | |
Balance Sheet | | 2025 | |
Investments | | $ | |
Cash and cash equivalents | |
| |
Receivables and other assets | | | |
Total assets | | $ | |
| | | |
Liabilities | | $ | |
Partners’ capital | |
| |
Non-controlling interest | |
| |
Total liabilities and partners’ capital | | $ | |
| | | | | | |
| | Three Months Ended | | Year Ended | ||
Operating Statement | | December 31, 2025 | | December 31, 2025 | ||
Investment income | | $ | | | $ | |
Expenses | |
| ( | |
| ( |
Net investment income | |
| | |
| |
| | | | | | |
Net unrealized gain on investments | |
| | |
| |
Net increase in partners’ capital | | $ | | | $ | |
18
Table of Contents
Note 8 – Preferred Equity Investments
At March 31, 2026, the Company, through wholly-owned subsidiaries of the Operating Partnership, had entered into
The carrying amount of the Company’s preferred equity investments at March 31, 2026 and December 31, 2025 is summarized in the table below (amounts in thousands):
| | | | | | |
| | March 31, | | December 31, | ||
Investment Name | | 2026 | | 2025 | ||
Archer at RiverBlue | | $ | | | $ | — |
Canvas at Wildwood | | | | | | |
River Ford | | | | | | |
Sanford Marketplace | | | | | | |
Wayford at Innovation Park | |
| | |
| |
Total | | $ | | | $ | |
Gross unrealized gain, net | |
| | |
| |
Total, 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, 2026 (amounts in thousands):
| | | | | | |
| | Available-for-sale | ||||
| | Net carrying amount | | Fair value | ||
Due within one year | | $ | | | $ | |
Due after one year through three years | |
| | |
| |
Due after three years | | | | | | |
Total | | $ | | | $ | |
19
Table of Contents
The following table summarizes the Company’s income from preferred equity investments for the three months ended March 31, 2026 and 2025 (amounts in thousands):
| | | | | | |
| | Three Months Ended March 31, | ||||
Investment Name | | 2026 | | 2025 | ||
Archer at RiverBlue | | $ | | | $ | — |
Canvas at Wildwood | | | | | | |
Chandler (1) | | | — | | | |
Indigo Cove (2) | | | — | | | |
River Ford | |
| | |
| |
Sanford Marketplace | | | | | | — |
The Cottages at Myrtle Beach (1) | |
| — | |
| |
The Cottages of Port St. Lucie (1) | |
| — | |
| |
Wayford at Innovation Park | | | | | | |
Wayford at Pringle (2) | |
| — | |
| |
Total income from preferred equity investments (3) | | $ | | | $ | |
| (1) | The Company’s preferred equity investments were fully redeemed in 2025 as follows: Chandler in November, The Cottages at Myrtle Beach in April, and The Cottages of Port St. Lucie in July. |
| (2) | In April 2025, the Company’s preferred equity interests in Indigo Cove and Wayford at Pringle were sold. |
| (3) | Total income from preferred equity investments includes both current and accrued income amounts. For the three months ended March 31, 2026 and 2025, the accrued portion of the total income was $ |
Preferred Equity Investment Summary
In February 2026, the Company increased its original capital commitment for preferred equity interests in Canvas at Wildwood by $
20
Table of Contents
Note 9 – DST Program
The Company has a program (collectively, the “DST Program”) through which it raises capital in private placement offerings of beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (each, a “DST Property”). Each DST Property is leased-back by a wholly-owned subsidiary of the Operating Partnership on a long-term basis through a master lease agreement. The master lease agreement is partially guaranteed by the Operating Partnership in the form of a demand note capitalizing the lessee. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the DST from the investors in exchange for OP Units or cash commencing
Under the master lease, a wholly-owned indirect subsidiary of the Operating Partnership is responsible for subleasing the property to tenants, paying certain underlying costs associated with operating the property, and remitting rent to the DST that owns such property.
The following table summarizes the Company’s offerings in its DST Program at March 31, 2026 (amounts in thousands):
| | | | | | | | |
| | | | Net Offering Proceeds | | | | |
Investment | | Location | | Raised | | Net Real Estate Investments | ||
Amira at Westly (1) |
| Tampa, FL | | $ | | | $ | |
District at Parkview (2) | | Stone Mountain, GA | | | | | | |
Skytop Apartments (1) |
| Cincinnati, OH | |
| | |
| |
Southern Pines Reserve |
| Aberdeen, NC | |
| | |
| |
Total | | | | $ | | | $ | |
Note 10— Revolving Credit Facilities
KeyBank Credit Facility
In October 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program. The KeyBank Credit Facility provides for a revolving loan with a maximum commitment amount of $
21
Table of Contents
Note 11 – Mortgages Payable
The following table summarizes certain information at March 31, 2026 and December 31, 2025 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):
| | | | | | | | | | | | |
| | Outstanding Principal | | As of March 31, 2026 | ||||||||
| | March 31, | | December 31, | | | | Interest-only | | | ||
Property | | 2026 | | 2025 | | Interest Rate | | through date | | Maturity Date | ||
Fixed Rate: | | | | | | | | | | | | |
Allure at Southpark | | $ | | | $ | | | | % | Interest-only | | January 1, 2030 |
Amira at Westly | | | | | | | | | % | Interest-only | | November 1, 2034 |
Avenue at Timberlin Park | | | | | | | | | % | August 2027 | | August 1, 2029 |
District at Parkview | | | | | | | | | % | Interest-only | | January 1, 2036 |
ILE (1) | | | | | | | | | % | (2) | | (1) |
Skytop Apartments | | | | | | | | | % | Interest-only | | October 1, 2035 |
Southern Pines Reserve | | | | | | | | | % | Interest-only | | May 1, 2035 |
Villas at Huffmeister | | | | | | | | | % | (2) | | October 1, 2029 |
Yauger Park Villas (3) | | | | | | | | | % | (2) | | April 1, 2026 |
Total Fixed Rate | | $ | | | $ | | | | | | | |
| | | | | | | | | | | | |
Floating Rate: | | | | | | | | | | | | |
DB Loan (4) | | $ | | | $ | | | | % | Interest-only | | October 4, 2027 |
Harmony at Clear Creek (5) | | | | | | | | | % | Interest-only | | September 30, 2028 |
ILE (6) | | | | | | | | | % | Interest-only | | October 1, 2027 |
Wayford at Concord (7) | | | | | | | | | % | May 2027 | | May 1, 2029 |
Total Floating Rate | | $ | | | $ | | | | | | | |
Total | | $ | | | $ | | | | | | | |
Fair value adjustments | | | ( | | | ( | | | | | | |
Deferred financing costs, net | | | ( | | | ( | | | | | | |
Total mortgages payable | | $ | | | $ | | | | | | | |
(1) | ILE’s fixed rate debt represents the aggregate debt outstanding across two separate credit agreements. Of the outstanding balance, one credit agreement (“CA1”) has a balance of $ |
(2) | The loan requires monthly payments of principal and interest. |
(3) | The principal balance includes a $ |
(4) | The Deutsche Bank loan (“DB Loan”) bears interest at one-month Term SOFR plus |
(5) | Represents a construction loan with a maximum commitment of $ |
(6) | The ILE loan bears interest at one-month Term SOFR plus |
(7) | The Wayford at Concord loan bears interest at the 30-day average SOFR plus |
22
Table of Contents
Deferred financing costs
Costs incurred in obtaining long-term financing are amortized on a straight-line basis to interest expense over the terms of the related financing agreements, as applicable, which approximates the effective interest method. Amortization of deferred financing costs, including amounts related to the revolving credit facility (refer to Note 10 for further information), for the three months ended March 31, 2026 and 2025 was $
Fair value adjustments of debt
The Company records a fair value adjustment based upon the fair value of the loans on the date they were assumed in conjunction with acquisitions. The fair value adjustments are being amortized to interest expense over the remaining life of the loans. Amortization of fair value adjustments for the three months ended March 31, 2026 and 2025 was $0.1 million and $0.1 million, respectively.
Loss on Extinguishment of Debt and Debt Modification Costs
Upon repayment of or in conjunction with a material change (i.e., a 10% or greater difference in the cash flows between instruments) in the terms of an underlying debt agreement, the Company writes-off any unamortized deferred financing costs and fair market value adjustments related to the original debt that was extinguished. Prepayment penalties incurred on the early repayment of debt and costs incurred in a debt modification that are not capitalized would also be included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations and comprehensive income (loss). The Company had a negligible amount of loss on extinguishment of debt and no debt modification costs during the three months ended March 31, 2026 and 2025.
Debt maturities
The following table summarizes the Company’s contractual principal payments of its borrowings at March 31, 2026 for the five subsequent years and thereafter (amounts in thousands):
| | | |
Year | | Total | |
2026 (April 1 – December 31) | | $ | |
2027 | |
| |
2028 | |
| |
2029 | |
| |
2030 | |
| |
Thereafter | |
| |
| | $ | |
Add: Unamortized fair value debt adjustment | |
| ( |
Subtract: Deferred financing costs, net | |
| ( |
Total | | $ | |
The net book value of real estate assets providing collateral for these above borrowings was $
The mortgage loans encumbering the Company’s properties are nonrecourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, the Company or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses. The mortgage loans have a period where a prepayment fee or yield maintenance would be required.
23
Table of Contents
Note 12 – Fair Value of Financial Instruments
Fair Value Measurements
For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions; preference is given to observable inputs. In accordance with GAAP and as defined in ASC Topic 820: Fair Value Measurement, these two types of inputs create the following fair value hierarchy:
● Level 1:Quoted prices for identical instruments in active markets
● Level 2: | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable |
● Level 3:Significant inputs to the valuation model are unobservable
If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value.
Fair Value of Financial Instruments
At March 31, 2026 and December 31, 2025, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due from and due to affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly liquid nature and/or short-term maturities and are classified in Level 1 of the fair value hierarchy. The carrying values of notes receivable approximate fair value because stated interest rate terms are consistent with interest rate terms on new deals with similar leverage and risk profiles. The fair values of notes receivable are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.
At March 31, 2026 and December 31, 2025, the fair value of the Marble Fund is based upon the net asset value reported within the Marble Fund’s financial information. This financial information represents market prices within an inactive market as the Marble Fund prices units based on the net asset value of the fund. Entrants to the fund are priced based upon the current net asset value of the fund at the time of investment. As such, the carrying value of the Marble Fund approximates fair value, and the financial information used to determine the fair value of the Company’s investment in the Marble Fund represents market-corroborated inputs of the asset, which is considered a Level 2 input within the fair value hierarchy. Refer to Note 7 for further information on the Marble Fund.
At March 31, 2026 and December 31, 2025, based on the discounted amount of future cash flows using rates currently available to the Company for similar liabilities, the fair value of the Company’s mortgages payable is estimated at $
24
Table of Contents
The carrying values and fair values of the Company’s financial instruments recorded at fair value on a recurring basis at March 31, 2026 and December 31, 2025 are summarized in the table below (amounts in thousands):
| | | | | | | | | | | | | | |
| | | | March 31, 2026 | | December 31, 2025 | ||||||||
| | | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | ||||
Assets | | | | | | | | | | | | | | |
Preferred equity investments (1) |
| Level 3 | | $ | | | $ | | | $ | | | $ | |
| Level 2 | | | | | | | | | | | | | |
(1) | Represents the Company’s preferred equity investments which are classified as available-for-sale (“AFS”) debt securities (refer to Note 8 for further information). The Company measures the fair value of its AFS preferred equity investments utilizing observable and unobservable market inputs. The observable market inputs include recent transactions and broker quotes (“market data”). However, given the implied price dispersion amongst the market data, the fair value determination for the AFS preferred equity investments has also utilized significant unobservable inputs in discounted cash flow models based on recent performance of the collateral, the underlying collateral characteristics, industry trends as well as expectations of macroeconomic events. At each measurement date, the Company considers both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs, the fair values of AFS preferred equity investments are classified in Level 3 of the fair value hierarchy. |
(2) | The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair value of interest rate caps is determined using the market-standard methodology of discounting the future expected cash receipts which would occur if floating interest rates rise above the strike rate of the caps. The floating interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy. |
The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three months ended March 31, 2026 and 2025 are summarized in the table below (amounts in thousands). The units classified as held for sale are all reported in the Company’s scattered single-family homes segment.
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
Investment in operating units classified as held for sale (Level 3) | | 2026 | | 2025 | ||
Pre-impairment amount | | $ | | | $ | |
Total impairments (1) | |
| ( | | | ( |
Fair value (2) | | $ | | | $ | |
(1) | Impairment amounts are included in impairment of real estate investments on the Company’s consolidated statements of operations and comprehensive income (loss). |
(2) | Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets. The estimated fair value is based on historical sales experience, discussions with third-party brokers, and current market conditions. |
25
Table of Contents
Fair Value Measurements on a Nonrecurring Basis
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its operating real estate and related intangible assets may not be recoverable. If the Company does not believe that it will be able to recover the carrying value of operating real estate and related intangible assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets. Fair value is determined by using valuation techniques appropriate to the specific operating asset, which may include discounted cash flow analysis or a broker’s opinion of value. These valuation methods utilize inputs that fall within Level 3 of the fair value hierarchy.
Note 13 – Derivative Financial Instruments
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings.
The Company’s objectives in using interest rate derivative financial instruments are to add stability to interest expense and to manage the Company’s exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate caps and swaps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The Company has not designated any of the interest rate derivatives as hedges. Although these derivative financial instruments were not designated or did not qualify for hedge accounting, the Company believes the derivative financial instruments mitigate increases in interest rates. The Company does not use derivative financial instruments for trading or speculative purposes.
At March 31, 2026, the Company had interest rate caps and swaps which effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying interest rate for $
| | | | | | |
| | Interest Rate Caps | | Interest Rate Swaps | ||
Notional balance | | $ | | | $ | |
Number of instruments | |
| | |
| |
Earliest maturity date (1) | |
| May 2026 | |
| August 2028 |
Latest maturity date | |
| October 2027 | |
| August 2028 |
(1)In April 2026, the Company executed a new interest rate cap agreement associated with the DB loan (refer to Note 11 for more information). The new agreement became effective upon the expiration of the prior rate cap in May 2026. The new rate cap provides for a notional amount of $
26
Table of Contents
The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at March 31, 2026 and December 31, 2025 (amounts in thousands):
| | | | | | | | |
Derivatives not designated as hedging | | | | Fair Values of Derivative Instruments | ||||
instruments under ASC 815-20 | | Balance Sheet Location | | March 31, 2026 | | December 31, 2025 | ||
Interest rate caps |
| Accounts receivable, prepaids and other assets, net | | $ | | | $ | |
Interest rate swaps |
| 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 (loss) for the three months ended March 31, 2026 and 2025 (amounts in thousands):
| | | | | | | | |
| | | | The Effect of Derivative Instruments | ||||
| | | | on the Statements of Operations and Comprehensive Income (Loss) | ||||
Derivatives not designated as hedging | | Location of Loss | | Three Months Ended March 31, | ||||
instruments under ASC 815-20 | | Recognized in Income | | 2026 | | 2025 | ||
Interest rate caps |
| Interest expense, net | | $ | ( | | $ | ( |
Interest rate swaps |
| Interest expense, net | |
| ( | | | ( |
Note 14 – Related Party Transactions
Management Agreement with the Manager
In October 2022, the Company entered into a management agreement (the “Management Agreement”) with the Operating Partnership and Bluerock Homes Manager, LLC (the “Manager”) pursuant to which the Manager provides for the day-to-day management of the Company’s operations. Pursuant to the terms of the Management Agreement, the Manager provides the Company with a management team and appropriate support personnel to provide such management services to the Company. The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directors (the “Board”). Specifically, the Manager is responsible for (i) the selection, purchase and sale of the Company’s portfolio investments, (ii) the Company’s financing activities, and (iii) providing the Company with advisory services, in each case in conformity with the investment guidelines and other policies approved and monitored by its Board. The Management Agreement expires on October 6, 2026 and will be automatically renewed for a
The Company pays the Manager a base management fee (the “base management fee”) in an amount equal to
For the three months ended March 31, 2026, the Company recorded a base management fee of $
For the three months ended March 31, 2026 and 2025, the Company recorded (i) operating expense reimbursements of $
27
Table of Contents
The table below presents the related party amounts payable to the Manager at March 31, 2026 and December 31, 2025 pursuant to the terms of the Management Agreement (amounts in thousands). The Company records these payables in due to affiliates on its consolidated balance sheets.
| | | | | | |
| | March 31, | | December 31, | ||
Amounts payable to the Manager under the Management Agreement | | 2026 | | 2025 | ||
Base management fee | | $ | | | $ | |
Operating and direct expense reimbursements | |
| | |
| |
Offering expense reimbursements | | | | | | |
Total amounts payable to the Manager | | $ | | | $ | |
DST Program
Acquisition Fees
The Company, through consolidated subsidiaries associated with its DST Program, incurs a one-time acquisition fee for each DST private placement offering. The Company did not incur any one-time acquisition fees during the three months ended March 31, 2026 and 2025 as it did not acquire any properties associated with its DST Program during these periods. Refer to Note 9 for further information on the Company’s DST Program.
Asset Management Fees
The Company engaged a related party as the DST asset manager to provide certain management services and oversee the performance of the property manager. The Company has agreed to pay an asset management fee equal to a stated percentage per annum of the purchase price of each property in the DST Program. During the three months ended March 31, 2026 and 2025, the Company incurred asset management fees related to the DST Program of $
The table below presents amounts payable to related parties at March 31, 2026 and December 31, 2025 (amounts in thousands) related to the Company’s DST Program. The Company records these payables in due to affiliates on its consolidated balance sheets.
| | | | | | |
Amounts payable to related parties – DST Program | | March 31, 2026 | | December 31, 2025 | ||
One-time acquisition fees | | $ | | | $ | |
Asset management fees |
| | |
| | |
Total amounts payable to related parties – DST Program | | $ | | | $ | |
District at Parkview DST
In December 2025, the Company, through a DST, acquired District at Parkview to be included in its DST Program. The purchase price of $
Unconsolidated Real Estate Fund
The Company’s investment in the Marble Fund, which is an unconsolidated real estate fund (refer to Note 7 for further information), is accounted for under the equity method as the Company considers its degree of influence to be significant. As such, the Company’s investment in the Marble Fund is considered a related party investment. The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in share of net earnings of equity method investment on its consolidated statements of operations and comprehensive income (loss). At March 31, 2026 and December 31, 2025, the Company had $
28
Table of Contents
Leasehold Cost-Sharing Agreement with Bluerock Real Estate Holdings, LLC
In connection with a new lease on the Company’s New York (Manhattan) headquarters, effective May 2024, the Company and an unaffiliated third-party landlord entered into a lease for separate corporate space (the “NY Premises Lease”) located at 919 Third Avenue, New York, New York (the “NY Premises”). The NY Premises Lease commenced in November 2024 when the landlord made the NY Premises available to the Company to begin its own alterations and improvements. With respect to the NY Premises, the Company and Bluerock Real Estate Holdings, LLC (“BREH”), which is an affiliate of the Manager, entered into a leasehold cost-sharing agreement (the “Leasehold Cost-Sharing Agreement”) to provide for the allocation and sharing between BREH and the Company of the costs thereunder, including costs associated with tenant improvements. BREH and certain of its respective subsidiaries and/or affiliates will share occupancy of the NY Premises. Under the Leasehold Cost-Sharing Agreement, if there is a change in control of either BREH or the Company, the allocation of costs under the Leasehold Cost-Sharing Agreement shall be modified to thereafter allocate such costs based on the average of the cost-sharing percentages between BREH and the Company over the four most recently-completed calendar quarters immediately preceding the change in control date (or shall be the average cost-sharing percentages over such shorter period, if the change in control occurs earlier than the completion of four calendar quarters). Under the NY Premises Lease, the Company, through its Operating Partnership, issued a payment of approximately $
The table below presents the related party amounts receivable from BREH at March 31, 2026 and December 31, 2025 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands). The Company records these receivables in due from affiliates on its consolidated balance sheets.
| | | | | | |
Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement | | March 31, 2026 | | December 31, 2025 | ||
Capital improvement cost reimbursements | | $ | | | $ | |
Operating and direct expense reimbursements |
| | |
| | |
Total amounts receivable from BREH | | $ | | | $ | |
At March 31, 2026 and December 31, 2025, the Company had
Harmony at Clear Creek Development
In 2025, the Company entered into a joint venture agreement with an unaffiliated third party (the “Harmony JV”) to develop Harmony at Clear Creek, an approximately
Archer at RiverBlue
In December 2025, the Company entered into a joint venture agreement with two unaffiliated third parties to develop Archer at RiverBlue, an approximately
29
Table of Contents
Selling Commissions and Dealer Manager Fees
The Company engaged Bluerock Capital Markets, LLC, an affiliate of the Manager, as dealer manager for offerings in its DST Program, the offering of its Series B Preferred Stock, and previous offering of its Series A Preferred Stock (refer to Note 15 for further information on the Company’s preferred stock offerings). For offerings in its DST Program, the Company pays up to
Note 15 – Stockholders’ Equity and Redeemable Preferred Stock
Net Loss Per Common Share
Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period. Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock and LTIP Units.
The Company considers the requirements of the two-class method when preparing earnings per share. The Company has two classes of common stock outstanding: Class A common stock, $
30
Table of Contents
The following table reconciles the components of basic and diluted net loss per common share for the three months ended March 31, 2026 and 2025 (amounts in thousands, except share and per share amounts):
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Net loss | | $ | ( | | $ | ( |
Less preferred stock dividends | | | ( | | | ( |
Less preferred stock accretion | | | ( | | | ( |
Less dividends on restricted stock and LTIP Units expected to vest | | | ( | | | ( |
Addback net loss attributable to noncontrolling interests | | | | | | |
Net loss attributable to common stockholders | | $ | ( | | $ | ( |
| | | | | | |
Weighted average common shares outstanding (1) | | | | | | |
Potential dilutive shares (2) | | | — | | | — |
Weighted average common shares outstanding and potential dilutive shares (1) | | | | | | |
| | | | | | |
Net loss per common share, basic | | $ | ( | | $ | ( |
Net loss per common share, diluted | | $ | ( | | $ | ( |
(1) | Amounts relate to shares of the Company’s Class A and Class C common stock outstanding. |
(2) | For the three months ended March 31, 2026 and 2025, the diluted shares calculations exclude the following as the effects are antidilutive: (i) potential vesting of restricted Class A common stock of |
The effect of the conversion of OP Units, which are exchangeable for Class A common stock on a one-for-one basis, and LTIP Units are not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common stock on a one-for-one basis. The income allocable to OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these OP Units would have no net impact on the determination of diluted earnings per share.
Series A Redeemable Preferred Stock
In 2023, the Company filed a prospectus supplement to the registration statement on Form S-11 (File No. 333-269415) (the “2023 Registration Statement”) offering a maximum of
On March 20, 2026, the Company made the final issuance of Series A Preferred Stock pursuant to the Series A Preferred Offering, and on March 31, 2026, the SEC declared effective the Company’s post-effective amendment to the 2023 Registration Statement to terminate the effectiveness of the 2023 Registration Statement and remove all unsold shares of Series A Preferred Stock from registration pursuant to the 2023 Registration Statement. The Company issued a total of
During the three months ended March 31, 2026, the Company issued
31
Table of Contents
At the date of issuance, the carrying amount of the Series A Preferred Stock was less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of March 31, 2026, the Company had recorded a total of $
Series B Redeemable Preferred Stock
In December 2025, the Company filed a prospectus supplement to the registration statement on Form S-11 (File No. 333-290772) offering a maximum of
As of March 31, 2026, the Company had issued
At the date of issuance, the carrying amount of the Series B Preferred Stock was less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of March 31, 2026, the Company had recorded a total of $
Class A Common Stock Repurchase Plan
On February 28, 2025, the Board authorized a stock repurchase plan for the repurchase of up to an aggregate of $
On February 10, 2026, the Board authorized a new stock repurchase plan, effective March 1, 2026, for the repurchase, from time to time, of up to an aggregate of $
Operating Partnership and Long-Term Incentive Plan Units
As of March 31, 2026, limited partners other than the Company owned approximately
On February 18, 2026, the Company granted
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.
32
Table of Contents
Equity Incentive Plans
The Company has in effect the Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Individuals (the “Amended Individuals Plan”) and the Bluerock Homes Trust, Inc. Amended and Restated Equity Incentive Plan for Entities (the “Amended Entities Plan”). Together, the Company refers to the Amended Individuals Plan and the Amended Entities Plan as the “BHM Incentive Plans.” The BHM Incentive Plans provide for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board.
LTIP Unit and Restricted Stock Grants
Under the BHM Incentive Plans, (i) certain of the Manager’s executive management team and personnel who provide services to the Manager were granted LTIP Units and/or shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a three-year period, and (ii) each independent member of the Board was granted LTIP Units in payment of the equity portion of their respective annual retainers, with such LTIP Units fully vested upon issuance.
LTIP Units
On January 1, 2026, the Company granted
The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant. During the three months ended March 31, 2026 and 2025, the Company recognized compensation expense for such LTIP Units of approximately $
Restricted Stock
The Company recognizes compensation expense ratably over the vesting period for time-based RSGs. During the three months ended March 31, 2026 and 2025, the Company recognized compensation expense for RSGs of approximately $
33
Table of Contents
The Company currently uses authorized and unissued shares to satisfy share award grants.
Distributions
| | | | | | | |
Declaration Date | | Record Date | | Amount | | Paid / Payable Date | |
Class A common stock | | | | | | | |
| | $ | | ||||
| | | | ||||
Class C common stock | | | | | | | |
| | $ | | ||||
| | | | ||||
Series A Preferred Stock (1) | | | | | | | |
| | $ | | ||||
| | | | ||||
| | | | ||||
| | | | ||||
Series A Preferred Enhanced Special Dividend (2) | | | | | | | |
| | $ | | ||||
| | | | ||||
| | | | ||||
| | | | ||||
Series B Preferred Stock (1) | | | | | | | |
| | $ | | ||||
| | | | ||||
| | | | ||||
(1) | Holders of record of newly issued Series A Preferred Stock shares and Series B Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock and Series B Preferred Stock was outstanding. |
(2) | Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the |
A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that the Company will continue to declare dividends or at this rate. Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of the Company’s Class A common stock.
Distributions declared and paid for the three months ended March 31, 2026 were as follows (amounts in thousands):
| | | | | | |
| | Distributions | ||||
2025 | | Declared | | Paid | ||
First Quarter | | | | | | |
Class A common stock | | $ | | | $ | |
Class C common stock | | | | | | |
Series A Preferred Stock (1) | | | | | | |
Series B Preferred Stock | | | | | | |
OP Units | | | | | | |
LTIP / C-LTIP Units | | | | | | |
Total first quarter | | $ | | | $ | |
(1) | Series A Preferred Stock amounts include the standard dividend at an annual rate of |
34
Table of Contents
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 $
The Company is subject to various legal actions and claims arising in the ordinary course of business. Although the outcome of any legal matter cannot be predicted with certainty, management does not believe that any of these legal proceedings or matters will have a material adverse effect on the consolidated financial position or results of operations or liquidity of the Company.
Lessee – Operating Lease
In connection with the Company moving its New York (Manhattan) headquarters, effective May 2024, the Company, as lessee, and an unaffiliated third-party landlord entered into the NY Premises Lease (hereinafter, the “Lease”) for the NY Premises. In accordance with ASC Topic 842 Leases, the Company classifies the Lease as an operating lease, and by way of practical expedient, the Company has elected to account for lease and non-lease (ex. common area maintenance) components of the Lease as a single lease component in its consolidated statements of operations and comprehensive income (loss). The Company recognizes the single lease component on a straight-line basis over the term of the Lease, and expenses that are non-components of the lease, such as real estate taxes for which the Company is not a direct beneficiary of the arrangement, are expensed in the period in which the obligation for those payments are incurred. For the three months ended March 31, 2026 and 2025, the Company recorded $
Upon commencement of the Lease in November 2024, the Company recorded a right-of-use asset of $
The following table summarizes the future minimum lease payments and total operating lease liability as of March 31, 2026 (amounts in thousands):
| | | |
Year | | Total | |
2026 (April 1 – December 31) | | $ | |
2027 | |
| |
2028 | |
| |
2029 | |
| |
2030 | |
| |
Thereafter | |
| |
Total future minimum lease payments (undiscounted cash flows) | | $ | |
Difference between future undiscounted cash flows and discounted cash flows | |
| ( |
Total operating lease liability | | $ | |
35
Table of Contents
Note 17 – Segment Information
The Company owns and operates residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. The Company evaluates operating performance on an individual property investment level and based on the investments’ similar economic characteristics. The Company’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer, Chief Investment Officer and Chief Financial Officer. The CODMs’ primary financial measure for operating performance is NOI as it measures the core operations of property performance by excluding corporate level expenses and those other items not related to property operating performance. CODMs are provided financial reports which include an income statement with property revenues, property operating expenses, and property net income. These financial reports assist the CODMs in assessing the Company’s financial performance and in allocating resources appropriately. The Company views its residential real estate assets as
Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas. In addition, these residential communities typically have onsite property management.
Scattered single-family homes segment includes the ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.
36
Table of Contents
The following table summarizes NOI by the Company’s reportable segments for the three months ended March 31, 2026 and 2025, and reconciles NOI to net loss attributable to common stockholders on the Company’s statements of operations and comprehensive income (loss) (amounts in thousands):
| | | | | | |
| | Three Months Ended March 31, | ||||
| | 2026 | | 2025 | ||
Rental and other property revenues |
| | |
| | |
Residential communities | | $ | | | $ | |
Scattered single-family homes | |
| | |
| |
Total rental and other property revenues | |
| | |
| |
| | | | | | |
Property operating expenses | |
| | |
| |
Residential communities | |
| | |
| |
Scattered single-family homes | |
| | |
| |
Total property operating expenses | |
| | |
| |
| | | | | | |
Net operating income | |
| | |
| |
Residential communities | |
| | |
| |
Scattered single-family homes | |
| | |
| |
Total net operating income | |
| | |
| |
Reconciling items: | |
| | |
| |
Interest income from loan investments | |
| — | |
| |
Property management and asset management fee expenses | |
| ( | |
| ( |
General and administrative expenses | |
| ( | |
| ( |
Management fees to related party | |
| ( | |
| ( |
Acquisition and other transaction costs | |
| ( | |
| ( |
Weather-related losses, net | |
| ( | |
| — |
Impairment of real estate investments | | | ( | | | ( |
Depreciation and amortization | |
| ( | |
| ( |
Other expense, net | |
| ( | |
| ( |
Income from preferred equity investments | |
| | |
| |
Share of net earnings of equity method investment | |
| | |
| — |
Recovery of credit losses, net | |
| — | |
| |
Gain on sale of real estate investments, net | |
| | |
| |
Loss on extinguishment of debt | |
| ( | |
| ( |
Interest expense, net | |
| ( | |
| ( |
Interest income | |
| | |
| |
Income tax expense | |
| ( | |
| ( |
Net loss | |
| ( | |
| ( |
Preferred stock dividends | | | ( | | | ( |
Preferred stock accretion | | | ( | | | ( |
Net loss attributable to noncontrolling interests | |
| | |
| |
Net loss attributable to common stockholders | | $ | ( | | $ | ( |
37
Table of Contents
The following table reconciles the Company’s total rental and other property revenues for reportable segments to total revenues on the Company’s consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2026 and 2025 (amounts in thousands):
| | | | | | |
| | Three Months Ended March 31, | ||||
| | 2026 | | 2025 | ||
Revenues |
| | |
| | |
Rental and other property revenues |
| | |
| | |
Residential communities | | $ | | | $ | |
Scattered single-family homes | |
| | |
| |
Total rental and other property revenues | |
| | |
| |
Interest income from loan investments | |
| — | |
| |
Total revenues | | $ | | | $ | |
At March 31, 2026 and December 31, 2025, net real estate assets totaled $
Note 18 – Subsequent Events
Declaration of Dividends
| | | | | | | |
Declaration Date | | Record Date | | Amount | | Paid / Payable Date | |
Series A Preferred Stock |
| |
| | |
| |
| | $ | | | |||
| | | | | |||
| | | | | |||
Series A Preferred Enhanced Special Dividend | | | | | | | |
| | | (1) | | |||
| | | (1) | | |||
| | | (1) | | |||
Series B Preferred Stock (2) | | | | | | | |
| | $ | | | |||
| | | | | |||
| | | | | |||
| (1) | Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the |
| (2) | Holders of record of newly issued Series B Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series B Preferred Stock was outstanding. |
38
Table of Contents
Distributions Paid
The following distributions were declared and/or paid to the Company’s stockholders subsequent to March 31, 2026 (amounts in thousands):
| | | | | | | | | | | | |
Shares | | Declaration Date | | Record Date | | Date Paid | | Distribution per Share | | Total Distribution | ||
Class A common stock | | | | | $ | | | $ | | |||
Class C common stock | | | | |
| | |
| | |||
Series A Preferred Stock (1) | | | | | | | | | | |||
Series B Preferred Stock | | | | | | | | | | |||
OP Units | | | | | | | | | | |||
LTIP / C-LTIP Units | | | | | | | | | | |||
| | | | | | | | | | | | |
Series A Preferred Stock (1) | | | | |
| | |
| | |||
Series B Preferred Stock | | | | | | | | | | |||
Total | | | | | | | |
| | | $ | |
| (1) | Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of |
Parkside at Summers Corner
On April 23, 2026, the Company acquired, with full ownership interest, an additional
39
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the accompanying financial statements of Bluerock Homes Trust, Inc., and the notes thereto. As used herein, the terms “the Company”, “we”, “our”, and “us” refer to Bluerock Homes Trust, Inc., a Maryland corporation formed on December 16, 2021, and, as required by context, Bluerock Residential Holdings, L.P., a Delaware limited partnership, which we refer to as our “Operating Partnership,” and to their subsidiaries. We refer to Bluerock Homes Manager, LLC, a Delaware limited liability company, and an entity affiliated with the Company, as our “Manager”. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements.
Forward-Looking Statements
All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” “estimate” and similar words or expressions, including the negative version of such words and expressions. These forward-looking statements are based upon our present expectations, estimates and projections about the industry and markets in which we operate, and beliefs of and assumptions made by our management involve uncertainty that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and are not guaranteed to occur. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon these forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in these forward-looking statements due to numerous factors.
Additional factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:
| ● | the impact of volatility in capital and credit markets, or unfavorable changes in economic conditions, including those caused by inflation and rising interest rates, in the markets in which we operate; |
| ● | the impact of epidemics, pandemics, or other outbreaks of illness, disease or virus (such as the outbreak of novel coronavirus (“COVID-19”) and its variants) and the actions taken by government authorities and other related thereto, including the ability of our company, our properties and our tenants to operate; |
| ● | the factors included in this Quarterly Report on Form 10-Q, including those set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
| ● | use of proceeds of our securities offerings; |
| ● | changes in national, regional and local economic conditions, which may be negatively impacted by concerns about inflation, deflation, tariffs and global trade tensions, government deficits, high unemployment rates, decreased consumer confidence and liquidity concerns, particularly in markets in which we have a high concentration of properties; |
| ● | adverse economic trends and changes in economic conditions, including slower growth or recession, changes to fiscal and monetary policy, inflation, changing interest rates, tariffs and international trade policies and disputes, geopolitical conditions, structural shifts and regulatory changes to the commercial banking systems of the U.S. and Western Europe, labor shortages, currency fluctuations, challenges in global supply chains, and the effects of international conflicts on global markets; |
| ● | fluctuations and relative increases in interest rates, which could adversely affect our ability to obtain financing on favorable terms or at all; |
| ● | the inability of tenants to pay rent; |
| ● | the existence and quality of the competition, such as the attractiveness of our properties as compared to our competitors’ properties based on considerations such as convenience of location, rental rates and safety record; |
40
Table of Contents
| ● | increased operating costs, including increased real property taxes, homeowners association (“HOA”) fees, maintenance, insurance and utilities costs; |
| ● | weather conditions that may increase or decrease energy costs and other weather-related expenses; |
| ● | oversupply of rental housing or a reduction in demand for real estate in the markets in which our properties are located; |
| ● | development, redevelopment, and construction risks that could affect our profitability; |
| ● | costs and time period required to convert acquisitions to rental properties; |
| ● | a favorable interest rate environment that may result in a significant number of potential residents of our properties deciding to purchase homes instead of renting; |
| ● | rules, regulations and/or policy initiatives by government and private actors, including HOAs, to discourage or deter the purchase of residential properties by entities owned or controlled by institutional investors; |
| ● | our ability to lease newly acquired or newly constructed residential properties; |
| ● | changes in, or increased costs of compliance with, laws and/or governmental regulations, including those governing usage, zoning, the environment and taxes; |
| ● | rent control or stabilization laws, or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs; |
| ● | the board of directors’ determination as to timing and payment of dividends, and our ability to pay future distributions at the dividend rates we have paid (if any); |
| ● | our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”); and |
| ● | litigation, including costs associated with prosecuting or defending claims and any adverse outcomes. |
Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this report. All forward-looking statements are made as of the date of this report and the risk that actual results will differ materially from the expectations expressed in this report will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this report, whether as a result of new information, future events, changed circumstances or any other reason. The forward-looking statements should be read in light of the risk factors set forth in Item 1A of this Quarterly Report on Form 10-Q, in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026, and subsequent filings by us with the SEC, or “Risk Factors”.
Overview
We own and operate a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States. Our current investment strategy is focused on growing our portfolio of residential communities. Our principal objective is to generate attractive risk-adjusted returns on investments where we believe we can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. Our 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 our return on investment.
We have no employees and are supported by a related-party service agreement with the Manager (the “Management Agreement”). We are externally managed by the Manager, which manages our day-to-day operations under the Management Agreement. The current term of the Management Agreement expires October 6, 2026 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement. The Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making real estate investments on our behalf. Substantially all our business is conducted through our Operating Partnership, of which we are the sole general partner.
41
Table of Contents
As of March 31, 2026, we held twenty-four real estate investments, consisting of eighteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment. The twenty-three consolidated and preferred equity investments represent an aggregate of 5,451 residential units, comprised of 4,302 consolidated units, of which 380 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development. As of March 31, 2026, our consolidated operating investments were approximately 92.0% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 93.6% occupied.
We have elected to be treated, and currently qualify, as a REIT for federal income tax purposes. As a REIT, we generally are not subject to corporate-level income taxes. To maintain our REIT status, we are required, among other requirements, to distribute annually at least 90% of our “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to our stockholders. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax on our taxable income at regular corporate tax rates and we would not be permitted to qualify as a REIT for four years following the year in which we lost our qualification. Such an event could materially and adversely affect our net income and results of operations. We intend to continue to organize and operate in such a manner as to remain qualified as a REIT.
Industry Segments
We own and operate residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. We view our residential real estate assets as two reportable segments consisting of (i) residential communities and (ii) scattered single-family homes. Our Chief Operating Decision Makers, which are our Chief Executive Officer, Chief Investment Officer and Chief Financial Officer, do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of our portfolio of properties/investments.
Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas. In addition, these residential communities typically have onsite property management.
Scattered single-family homes segment includes the ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.
Inflation and Related Economic Volatility
During the three months ended March 31, 2026, economic uncertainty and stock market volatility continued due to a number of factors, including persistent inflation, interest rate uncertainty, concerns about tariffs, supply chain or trade disruptions and geopolitical conflict. While these factors did not have a significant adverse impact on us during the three months ended March 31, 2026, they may adversely impact us in the future. Inflation and its related impacts, including increased prices for services and goods and higher interest rates and wages, and any policy interventions by the U.S. government, could negatively impact our residents’ ability to pay rents and our results of operations. Substantially all our leases are for a term of one year or less, which we believe mitigates our exposure to inflation, by permitting us to set rents commensurate with inflation (subject to rent regulations to the extent they apply and assuming our current or prospective residents will accept and can pay commensurate increased rents, of which there can be no assurance). Inflation could outpace any increases in rent and adversely affect us. We may not be able to mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any such related adverse effects on our results of operations and financial condition are unknown at this time. Inflation may also cause increased volatility in financial markets, which could affect our ability to access the capital markets or impact the cost or timing at which we are able to do so. Inflation may also increase the costs to complete our development projects, including costs of materials, labor and services from third-party contractors and suppliers. Higher construction costs could adversely impact our investments in real estate assets and our expected yields on development projects. We continue to monitor increases in inflation and rising interest rates and resulting economic changes in credit and capital markets, as well as direct and indirect impacts resulting from the uncertainty related to, or changes to, the overall regulatory and economic environment and from geopolitical conditions and the effects of international conflicts on global markets.
42
Table of Contents
Additionally, developments in the banking industry in early 2023 caused uncertainty and concern regarding the strength of the banking system. As a result, the cost of obtaining debt from credit and capital markets increased as many lenders increased interest rates, enacted tighter lending standards, and reduced and, in some cases, ceased to provide funding to borrowers. Although our banking relationships are primarily with large national banks, a significant disruption to the banking system could lead to market-wide liquidity problems which could adversely affect our access to capital and our cost of capital. If we need to incur debt from a source other than our revolving credit facilities, we cannot be certain the additional financing will be available to the extent required and on acceptable terms. If debt financing on acceptable terms is not available, we may be unable to fully execute our growth strategy, otherwise take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our results of operations and financial condition.
Other weakened economic conditions, including job losses, high unemployment levels, stock market volatility, and uncertainty about the future, could adversely affect rental rates and occupancy levels. In addition, during 2025, the current U.S. administration has introduced tariffs on imports from a broad set of countries, including Canada, Mexico, European Union member states, Japan and China, in response to which global trading partners have imposed or may impose their own tariffs. In response to a February 2026 U.S. Supreme Court holding that the administration may not rely on the International Emergency Economic Powers Act, or IEEPA, to impose broad-based tariffs, the administration has since turned to alternative temporary statutory authorities to maintain certain surcharges and has indicated that it intends to preserve a broader tariff regime through other trade rules and legal authorities. Such U.S. tariffs, together with actual and potential additional tariffs imposed by the current administration or other countries, contributed to increased volatility in financial markets and interest rates during 2025 and may cause further inflationary pressures in the economy, uncertainty and volatility of debt and equity markets, and a slowdown in the U.S. and global economies in the future. Such tariffs are likely to increase construction costs and further reduce already constrained new supply starts, which could adversely impact the timing of actual completion and/or stabilization of our build-to-rent communities, including potential delays due to supply shortages and labor shortages. Any of these factors could depress economic activity and have a material adverse effect on our business, financial condition, cash flows, and our results of operations.
Other Significant Developments
Investment Activity Summary
Provided below is a summary of our investment activity during the three months ended March 31, 2026.
Parkside at Summers Corner
We acquired, with full ownership interest, an additional 10 units at Parkside at Summers Corner located in Summerville, South Carolina for an aggregate purchase price of $2.6 million. Units are to be acquired in tranches as construction is completed, and as of March 31, 2026, we had acquired 22 of the total 100 units we have committed to purchase.
Sale of Consolidated Operating Units
We closed on the following sales: 10 units in the Ballast portfolio, 19 units in the Golden Pacific portfolio, 25 units in the ILE portfolio, 6 units in the Indy-Springfield portfolio, 29 units in the Peak JV 2 portfolio, and the remaining 42 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements. The 131 units were all previously classified as held for sale and sold for an aggregate of approximately $22.0 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering 25 units in the ILE portfolio of approximately $3.5 million, the sales of the 131 units generated net proceeds of approximately $17.2 million and a gain on sales of approximately $0.6 million. The gain on sales is included in gain on sale of real estate investments, net on our consolidated statements of operations and comprehensive income (loss).
Preferred Equity Investment Summary
We increased our original capital commitment for preferred equity interests in Canvas at Wildwood by $1.5 million, increasing our total investment to $16.1 million. As of March 31, 2026, we had funded $28.0 million of our $48.8 million aggregate commitment to fund capital for preferred equity interests in Archer at RiverBlue, Canvas at Wildwood, River Ford, and Sanford Marketplace.
43
Table of Contents
Held for Sale
At March 31, 2026 and December 31, 2025, we classified an aggregate of 58 units and 107 units, respectively, as held for sale on our consolidated balance sheets, with all units reported in our scattered single-family homes segment. The 58 units classified as held for sale at March 31, 2026 are included in the following portfolios: 19 units of Ballast, 22 units of Golden Pacific, 1 unit of ILE, 12 units of Indy-Springfield, and 4 units of Peak JV 2. At March 31, 2025, we classified an aggregate of 138 units as held for sale, with all units reported in our scattered single-family homes segment. For the three months ended March 31, 2026 and 2025, we recorded impairments of $0.6 million and $0.1 million, respectively, related to held for sale units which is included in impairment of real estate investments on our consolidated statements of operations and comprehensive income (loss).
Units classified as held for sale were identified based on submarket analysis and individual unit-level operational review. Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on our consolidated balance sheets. Real estate assets classified as held for sale generally represent assets that are actively marketed or contracted for sale with the closing expected to occur within one year.
Series A Redeemable Preferred Stock
In 2023, we filed a prospectus supplement to the registration statement on Form S-11 (File No. 333-269415) (the “2023 Registration Statement”) offering a maximum of 20,000,000 shares of 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $25.00 per share (the “Stated Value”), for a maximum offering amount of $500 million in Series A Preferred Stock (the “Series A Preferred Offering”).
On March 20, 2026, we made the final issuance of Series A Preferred Stock pursuant to the Series A Preferred Offering, and on March 31, 2026, the SEC declared effective our post-effective amendment to the 2023 Registration Statement to terminate the effectiveness of the 2023 Registration Statement and remove all unsold shares of Series A Preferred Stock from registration pursuant to the 2023 Registration Statement. We issued a total of 6,527,513 shares of Series A Preferred Stock pursuant to the Series A Preferred Offering, with total net proceeds of approximately $141.8 million after commissions, dealer manager fees, sales discounts and offering costs.
During the three months ended March 31, 2026, we issued 190,200 shares of Series A Preferred Stock pursuant to the Series A Preferred Offering with net proceeds of approximately $4.2 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series A Preferred Stock. Additionally, as of March 31, 2026, we, at the request of holders, had redeemed a total of 10,960 shares of Series A Preferred Stock through the issuance of 18,653 shares of Class A common stock and redeemed a total of 43,490 shares of Series A Preferred Stock for $1.0 million in cash.
Series B Redeemable Preferred Stock
In December 2025, we filed a prospectus supplement to the registration statement on Form S-11 (File No. 333-290772) offering a maximum of 14,000,000 shares of 7.5% Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) at $25.00 per share, for a maximum offering amount of $350 million in Series B Preferred Stock (the “Series B Preferred Offering”), and on February 20, 2026, we made the initial issuances of Series B Preferred Stock pursuant to the Series B Preferred Offering.
As of March 31, 2026, we had issued 104,288 shares of Series B Preferred Stock pursuant to the Series B Preferred Offering with net proceeds of approximately $1.5 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series B Preferred Stock. As of March 31, 2026, we had not redeemed any shares of Series B Preferred Stock.
Stockholders’ Equity
Our total stockholders’ equity decreased $3.9 million from $128.7 million as of December 31, 2025 to $124.8 million as of March 31, 2026. The decrease in our total stockholders’ equity is primarily attributable to net loss attributable to common stockholders of $3.4 million and common stock dividends declared of $0.5 million.
44
Table of Contents
Results of Operations
The following is a summary of our consolidated real estate investments as of March 31, 2026:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Occupancy – | |
| | | | | | | | | | | | | | | Excluding Held | |
| | | | Number of | | Average | | Ownership | | Average | | Occupancy – | | for Sale/Reno | | |
Operating Investment Name | | Market / Location | | Units (1) | | Year Built | | Interest | | Rent (2) | | All Units (3) | | Units (4) | | |
Residential Communities |
| | | | | | | | | | |
| | | | |
Allure at Southpark |
| Charlotte, NC | | 350 | | 2014 | | 98 | % | $ | 1,673 |
| 94.9 | % | 97.1 | % |
Amira at Westly |
| Tampa, FL | | 408 | | 1999/2023 | | (5) | |
| 1,833 |
| 95.3 | % | 95.6 | % |
Avenue at Timberlin Park |
| Jacksonville, FL | | 200 | | 2001 | | 100 | % |
| 1,577 |
| 94.5 | % | 95.0 | % |
District at Parkview (6) | | Stone Mountain, GA | | 264 | | 2023 | | 55 | % | | 1,918 | | 95.1 | % | 95.4 | % |
Skytop Apartments |
| Cincinnati, OH | | 361 | | 2024 | | (5) | |
| 1,710 |
| 92.0 | % | 92.5 | % |
Southern Pines Reserve (6) |
| Aberdeen, NC | | 272 | | 2000/2003 | | 8 | % |
| 1,473 |
| 96.0 | % | 96.3 | % |
Villas at Huffmeister | | Houston, TX | | 294 | | 2007 | | 95 | % | | 1,599 | | 94.9 | % | 95.2 | % |
Wayford at Concord |
| Concord, NC | | 150 | | 2019 | | 83 | % |
| 2,143 |
| 99.3 | % | 100.0 | % |
Yauger Park Villas |
| Olympia, WA | | 80 | | 2010 | | 95 | % |
| 2,491 |
| 100.0 | % | 100.0 | % |
Total Residential Communities Units / Average | | | | 2,379 | | | | | | $ | 1,752 | | 95.1 | % | 95.7 | % |
| | | | | | | | | | | | | | | | |
Scattered Single-Family Homes |
| | | | | | | | |
| |
| | | | |
Ballast |
| AZ / CO / WA | | 74 | | 1998 | | 95 | % | $ | 2,112 |
| 52.7 | % | 70.9 | % |
Golden Pacific | | IN / KS / MO | | 142 | | 1978 | | 97 | % | | 1,801 | | 54.2 | % | 63.3 | % |
ILE | | TX / SE US | | 425 | | 1990 | | 95 | % | | 1,868 | | 96.0 | % | 96.2 | % |
Indy-Springfield | | IN / MO | | 298 | | 1999 | | 100 | % | | 1,433 | | 94.0 | % | 96.5 | % |
Peak JV 2 | | Various / TX | | 520 | | 1982 | | 100 | % | | 1,404 | | 88.5 | % | 89.1 | % |
Savannah-84 | | Savannah, GA | | 84 | | 2022 | | 100 | % | | 1,884 | | 96.4 | % | 96.4 | % |
Total Scattered Single-Family Homes / Average | | | | 1,543 | | | | | | $ | 1,629 | | 87.2 | % | 90.2 | % |
Total Operating Units / Average |
| |
| 3,922 |
| |
| | | $ | 1,705 | | 92.0 | % | 93.6 | % |
| | | | | | | | | | | | | | | | |
Development / Lease-up Investment Name | | | | | | | | | | | | | | | | |
Residential Communities | | | | | | | | | | | | | | | | |
Abode Wendell Falls (7) | | Wendell, NC | | 170 | | — | | 100 | % | | — | | — | | — | |
Harmony at Clear Creek (7) | | Shawnee, KS | | 188 | | — | | 85 | % | | — | | — | | — | |
Parkside at Summers Corner (8) | | Summerville, SC | | 22 | | 2025/2026 | | 100 | % | | — | | — | | — | |
Total Development Units | | | | 380 | | | | | | | | | | | | |
Total Units | | | | 4,302 | | | | | | | | | | | | |
(1) | Total operating units includes an aggregate of 58 units classified as held for sale, with such units included in the following portfolios: 19 units of Ballast, 22 units of Golden Pacific, 1 unit of ILE, 12 units of Indy-Springfield, and 4 units of Peak JV 2. |
(2) | Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended March 31, 2026. |
(3) | Percent occupied is calculated as (i) the number of units occupied as of March 31, 2026 divided by (ii) total number of units, expressed as a percentage. |
(4) | Percent occupied is calculated as (i) the number of units occupied as of March 31, 2026 divided by (ii) total number of units, expressed as a percentage, and excludes 58 units classified as held for sale and an aggregate of 16 down/renovation units. |
(5) | Amira at Westly and Skytop Apartments are held through our DST Program (refer to Note 9 of our consolidated financial statements for further information). The Amira at Westly DST and Skytop Apartments DST have been fully subscribed with equity from individual investors. |
(6) | District at Parkview and Southern Pines Reserve are held through our DST Program. |
(7) | Represents a development project with no units delivered as of March 31, 2026. Abode Wendell Falls commenced construction in 2024 and Harmony at Clear Creek is anticipated to commence construction in 2026. |
(8) | Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed. Of the total 100 units that we have committed to acquire, 22 units had been acquired as of March 31, 2026. |
45
Table of Contents
The following is a summary of our consolidated operational results by reportable segment for the three months ended March 31, 2026 and 2025 ($ in thousands, except average rental rates):
| | | | | | | | | |
| | Three Months Ended March 31, | | | | ||||
| | 2026 | | 2025 | | Variance | | ||
Rental and other property revenues | | | | | | |
| | |
Residential communities | | $ | 12,751 | | $ | 8,109 | | 57.2 | % |
Scattered single-family homes | | | 6,950 | | | 7,801 | | (10.9) | % |
Total rental and other property revenues | | $ | 19,701 | | $ | 15,910 | | 23.8 | % |
| | | | | | | | | |
Property operating expenses | | | | | | | | | |
Residential communities | | $ | 5,264 | | $ | 3,502 | | 50.3 | % |
Scattered single-family homes | | | 3,817 | | | 4,150 | | (8.0) | % |
Total property operating expenses | | $ | 9,081 | | $ | 7,652 | | 18.7 | % |
| | | | | | | | | |
Net operating income | | | | | | | | | |
Residential communities | | $ | 7,487 | | $ | 4,607 | | 62.5 | % |
Scattered single-family homes | | | 3,133 | | | 3,651 | | (14.2) | % |
Total net operating income | | $ | 10,620 | | $ | 8,258 | | 28.6 | % |
| | | | | | | | | |
Residential communities | | | 94.8 | % | | 94.2 | % | 60 | bps |
Scattered single-family homes | | | 87.4 | % | | 89.9 | % | (250) | bps |
Average occupancy percentage (1) | | | 91.9 | % | | 91.8 | % | 10 | bps |
| | | | | | | | | |
Residential communities | | $ | 1,752 | | $ | 1,816 | | (3.5) | % |
Scattered single-family homes | | | 1,629 | | | 1,590 | | 2.5 | % |
Average rental rate (2) | | $ | 1,705 | | $ | 1,695 | | 0.6 | % |
(1) | Represents the average of the ending occupancy as of the last day of each month in the period presented for all units in our consolidated portfolio. |
(2) | Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the period presented. |
46
Table of Contents
The following is a summary of our preferred equity and loan investments as of March 31, 2026:
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Total Actual / | | | | | Actual / | | Actual / | | Actual / | | | | | | ||
| | | | Actual / | | Estimated | | | | | Estimated | | Estimated | | Estimated | | | | Estimated | |||
| | | | Planned | | Construction | | Cost to Date | | Construction | | Initial | | Construction | | | | Average | ||||
Development Investment Name (1) | | Location | | Number of Units | | Cost (in millions) | | (in millions) | | Cost Per Unit | | Occupancy | | Completion | | % Occupied | | Rent (2) | ||||
River Ford | | Brunswick, GA | | 170 | | $ | 51.6 | | $ | 23.4 | | $ | 303,529 | | 2Q 2026 | | 1Q 2027 | | — | | $ | 2,004 |
Sanford Marketplace | | Sanford, NC | | 300 | | | 59.6 | | | 17.8 | | | 198,667 | | 4Q 2026 | | 2Q 2027 | | — | | | 1,587 |
Canvas at Wildwood | | Wildwood, FL | | 224 | | | 60.3 | | | 19.0 | | | 269,196 | | 4Q 2026 | | 4Q 2027 | | — | | | 1,937 |
Archer at RiverBlue | | Asheville, NC | | 245 | | | 71.8 | | | 14.6 | | | 293,061 | | 1Q 2028 | | 2Q 2028 | | — | | | 2,113 |
Total Development Units | | | | 939 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Operating Investment Name (3) | | | | | | | | | | | | | | | | | | | | | | |
Wayford at Innovation Park | | Charlotte, NC | | 210 | | | | | | | | | | | | | | | 87.6 | % | | 2,325 |
Total Operating Units | | | | 210 | | | | | | | | | | | | | | | | | | |
Total Units/Average | | | | 1,149 | | | | | | | | | | | | | | | | | $ | 1,959 |
(1) | None of the development investments had commenced lease-up as of March 31, 2026. |
(2) | For development investments, represents the average pro forma effective monthly rent per occupied unit for all expected occupied units during the first full quarter of stabilization. For the operating investment, represents the average effective monthly rent per occupied unit. |
(3) | Operating investment represents a stabilized operating property. |
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Revenue
Rental and other property revenues increased $3.8 million, or 24%, to $19.7 million for the three months ended March 31, 2026 as compared to $15.9 million for the same prior year period. The increase was primarily due to: (i) the acquisition of 897 units at three residential communities, which was partially offset by the sales of 258 single-family units in our portfolio since January 1, 2025, and (ii) rental rate improvement from our active management and organic market rent growth.
Our average rent per occupied unit increased $10, or 0.6%, to $1,705 as compared to $1,695 during the prior year period. Average occupancy increased 10 basis points from 91.8% to 91.9% on a year over year basis. Our single-family rental rates increased 2.5% from active management and organic growth, and residential communities decreased 3.5% primarily as a result of our newly acquired properties rental rates being lower than average rental rate at $1,621 per month.
Interest income from loan investments amounted to zero for the three months ended March 31, 2026 as compared to $0.5 million for the same prior year period due to the full payoff of two loan investments since the first quarter of 2025.
Expenses
Property operating expenses increased $1.4 million, or 18%, to $9.1 million for the three months ended March 31, 2026 as compared to $7.7 million for the same prior year period. The increase was primarily due to the acquisition of 897 units at three residential communities, which was partially offset by sales of 258 single-family units in our portfolio since January 1, 2025.
Property management and asset management fee expenses were $1.6 million for the three months ended March 31, 2026 as compared to $1.3 million in the same prior year period. Property management fees are based on a stated percentage of property revenues and asset management fees are based on a stated percentage of capital contributions or assets under management, where applicable.
General and administrative expenses amounted to $3.1 million for the three months ended March 31, 2026 as compared to $3.1 million for the same prior year period. Of the $3.1 million total expense in the first quarter 2026, $2.1 million relates to direct costs incurred by us, while the remaining $1.0 million relates to the operating expense reimbursement to our Manager, which includes rent, utilities, accounting and legal services, and IT expenses.
47
Table of Contents
Management fees to related party amounted to $2.7 million for the three months ended March 31, 2026 as compared to $2.5 million for the same prior year period. The increase was due to an increase in equity primarily from our Series A and Series B Preferred Offerings. For the first quarter of 2026, we will pay $0.2 million of the base management fee in C-LTIP Units with the remainder in cash.
Acquisition and other transaction costs were minimal for the three months ended March 31, 2026 and amounted to $0.1 million for the same prior year period. Acquisition costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.
Weather-related losses amounted to $0.3 million for the three months ended March 31, 2026 as compared to zero for the same prior year period. The 2026 expense relates to damage at one residential community.
Impairment of real estate investments amounted to $0.6 million for the three months ended March 31, 2026 as compared to $0.1 million for the same prior year period. An impairment loss is recognized when we determine that the carrying value of operating and/or held for sale real estate, and related intangible assets, exceeds their estimated fair value. Impairment amounts recorded during the three months ended March 31, 2026 and 2025 relate to held for sale single-family units.
Depreciation and amortization expenses were $8.9 million for the three months ended March 31, 2026 as compared to $7.5 million for the same prior year period, with the increase primarily due to the acquisition of three residential communities since January 1, 2025. The increase was partially offset by (i) the sales of single-family units in our portfolio since January 1, 2025 and (ii) in-place leases being fully amortized at two residential communities prior to 2026.
Other Income and Expense
Other income and expense amounted to expense of $3.7 million for the three months ended March 31, 2026 as compared to expense of $1.1 million for the same prior year period. This was primarily due to a decrease in preferred returns of $1.6 million as investments in our preferred equity investments decreased to $43.4 million at March 31, 2026 as compared to $82.2 million at December 31, 2024 due to the redemption and/or sale of five preferred equity investments partially offset by two new preferred equity investments, and $0.9 million of deferred offering costs that were expensed following the termination of our Series A Preferred Offering during the first quarter of 2026.
Income Tax Expense
Income tax expense amounted to $0.1 million for the three months ended March 31, 2026 as compared to $0.3 million for the same prior year period. This decrease was primarily attributable to income tax expense recorded in the prior year period related to two preferred equity investments that were sold during 2025.
Net Operating Income
We believe that net operating income (“NOI”) is a useful measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. NOI also is a computation made by analysts and investors to measure a real estate company’s operating performance.
We believe that this measure provides an operating perspective not immediately apparent from operating income or net income prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). NOI allows us to evaluate the operating performance of our properties because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses.
48
Table of Contents
However, NOI should only be used as a supplemental measure of our financial performance. The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI, as computed in accordance with GAAP for the periods presented (amounts in thousands):
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Net loss attributable to common stockholders | | $ | (3,433) | | $ | (2,529) |
Add back: Net loss attributable to Operating Partnership Units | |
| (7,824) | |
| (5,661) |
Net loss attributable to common stockholders and unit holders | |
| (11,257) | |
| (8,190) |
Net loss attributable to partially owned properties’ noncontrolling interests | |
| (2,642) | |
| (1,673) |
Real estate depreciation and amortization | |
| 8,844 | |
| 7,476 |
Non-real estate depreciation and amortization | |
| 14 | |
| 16 |
Non-cash interest expense | |
| 771 | |
| 758 |
Unrealized loss on derivatives | |
| 164 | |
| 778 |
Recovery of credit losses | |
| — | |
| (102) |
Property management and asset management fees | |
| 1,571 | |
| 1,325 |
Management fees to related party | |
| 2,688 | |
| 2,540 |
Acquisition and other transaction costs | |
| 43 | |
| 76 |
Corporate operating expenses | | | 3,114 | | | 3,057 |
Weather-related losses, net | | | 250 | | | — |
Loss on extinguishment of debt costs | | | 36 | | | 4 |
Interest income | | | (1,276) | | | (1,104) |
Preferred dividends | | | 2,609 | | | 2,010 |
Preferred stock accretion | | | 993 | | | 523 |
Other expense, net | | | 882 | | | 59 |
Income tax expense | |
| 76 | |
| 346 |
Income from preferred equity investments | |
| (1,531) | |
| (3,110) |
Share of net earnings of equity method investment | | | (296) | | | — |
Interest income from loan investments | |
| — | |
| (503) |
Impairment of real estate investments | | | 601 | | | 124 |
Gain on sale of real estate investments, net | | | (584) | | | (827) |
Total property income | |
| 5,070 | |
| 3,583 |
Add back: Interest expense | |
| 5,550 | |
| 4,675 |
Net operating income | | $ | 10,620 | | $ | 8,258 |
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, both short- and long-term. Our primary short-term liquidity requirements historically have related to (i) our operating expenses and other general business needs, (ii) investments in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, (v) ongoing commitments to repay borrowings, including our maturing debt and KeyBank Credit Facility (as hereinafter defined, the “revolving credit facility”), and (vi) Class A common stock repurchases under our stock repurchase plan.
Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our short-term liquidity needs could be affected by various risks and uncertainties, including the risks detailed in Part I, Item 1A titled “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 27, 2026. While consolidated occupancy excluding units classified as held for sale and down/renovation units remains strong at 93.6% as of March 31, 2026, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants.
49
Table of Contents
In October 2024, we launched a program (collectively, the “DST Program”) to sponsor and raise capital in private placement offerings of beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (each, a “DST Property”). We expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions and create future pipeline acquisition opportunities. In conjunction with the DST Program, our Operating Partnership has issued certain non-interest bearing demand notes in relation to its role as the master tenant (the “Master Tenant”) under certain master leases (the “Master Leases”) related to the DST Program (the “Demand Notes”), which could be called upon if the net operating cash flow is insufficient to pay the rent required under the Master Leases (subject to limited deferral rights) or satisfy its other obligations under the Master Leases. As compensation for the Operating Partnership’s obligations under the Master Leases, we will share in the rent paid by the tenants of the underlying properties in accordance with the waterfall set forth in the applicable Master Lease. As of March 31, 2026, we had four DST Properties (Amira at Westly, District at Parkview, Skytop Apartments and Southern Pines Reserve) in our DST Program and raised net offering proceeds of $139.4 million, issued demand notes of $2.3 million, and had $308.0 million in total net real estate investments associated with the DST Program. The Amira at Westly DST and Skytop Apartments DST had been fully subscribed with equity from individual investors as of March 31, 2026.
In conjunction with sponsoring of the DST Program, our Operating Partnership is granted an option to acquire DST Interests from the DST Program’s beneficial owners at a later date for an aggregate value equal to such beneficial owner’s pro rata share of the appraised value of the properties, as determined by an independent appraisal firm, less any indebtedness encumbering such beneficial owner’s DST Interest or the beneficial owner’s pro rata share of any indebtedness encumbering the properties, which will be assumed or paid off by our Operating Partnership.
In general, we believe our available cash balances, cash flows from operations, proceeds from the offering of our Series B Preferred Stock, proceeds from the revolving credit facility, proceeds from our DST Program, proceeds from future mortgage debt financings for acquisitions and/or development projects, and other financing arrangements will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months. In general, we expect that our results related to our existing portfolio will improve in future periods as a result of anticipated future investments in and acquisitions of residential properties and build-to-rent communities.
We believe we will be able to meet our primary liquidity requirements going forward through, among other sources:
| ● | $170.1 million in cash available at March 31, 2026; |
| ● | capacity of $50 million on the revolving credit facility, all of which was available at March 31, 2026 for use in our DST Program; |
| ● | proceeds from future mortgage debt financings for acquisition and/or development projects; |
| ● | cash generated from operating activities; and |
| ● | proceeds from the offering of our Series B Preferred Stock and potential offerings of common and preferred stock, as well as issuances of units of limited partnership interest in our Operating Partnership (“OP Units”). |
The following table summarizes our contractual obligations, and estimated future required payments on these obligations, related to our mortgage notes secured by our properties as of March 31, 2026 (amounts in thousands). The revolving credit facility had no outstanding balance at the end of the period.
| | | | | | | | | | | | | | | |
| | Total | | 2026 | | 2027-2028 | | 2029-2030 | | Thereafter | |||||
Mortgages Payable (Principal) | | $ | 428,519 | | $ | 27,716 | | $ | 81,648 | | $ | 135,616 | | $ | 183,539 |
Estimated Interest Payments on Mortgages Payable | |
| 120,658 | | | 16,296 | | | 37,733 | | | 24,371 | | | 42,258 |
Total | | $ | 549,177 | | $ | 44,012 | | $ | 119,381 | | $ | 159,987 | | $ | 225,797 |
Estimated interest payments are based on the stated rates for mortgage notes payable assuming the interest rate in effect for the most recent quarter remains in effect through the respective maturity dates.
50
Table of Contents
As of March 31, 2026, we had contractual commitments to fund future cash obligations in certain of our preferred equity investments in the aggregate of $20.8 million. In addition, we have two consolidated residential communities (Abode Wendell Falls and Harmony at Clear Creek) under construction comprised of an aggregate of 358 units. As of March 31, 2026, we estimate that the remaining costs associated with the completion of construction for these two residential communities will be approximately $111.3 million. We intend to finance these costs through a combination of available cash, proceeds from construction loans, and preferred equity capital contributions. We also committed to acquire an aggregate of 100 residential community units known as Parkside at Summers Corner. We expect acquisitions to occur in tranches as construction is completed, and as of March 31, 2026, 78 units remain to be acquired, representing an aggregate purchase price of $20.0 million.
As equity capital market conditions permit, we may supplement our capital for short-term liquidity needs with proceeds of potential offerings of our common and preferred stock, as well as the issuance of OP Units. Given the significant volatility in the trading price of REIT equities and our otherwise stable financial condition and liquidity position, we cannot provide assurances that these offerings are a likely source of capital to meet short-term liquidity needs.
On February 28, 2025, our board of directors (the “Board”) authorized a stock repurchase plan for the repurchase of up to an aggregate of $5 million of our outstanding shares of Class A common stock. The repurchase plan had a term of one year and ended in February 2026. We made no repurchases of our Class A common stock under this plan.
On February 10, 2026, the Board authorized a new stock repurchase plan, effective March 1, 2026, for the repurchase, from time to time, of up to an aggregate of $10 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act. The repurchase plan has a term of one year and ends on February 28, 2027, and may be discontinued at any time. The extent to which we repurchase shares of our Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations. We expect that any repurchases of our Class A common stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established under the plan. Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act. As of March 31, 2026, we had not made any repurchases of our Class A common stock.
Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development projects, (ii) repayment of long-term debt and our revolving credit facility, (iii) capital expenditures, and (iv) cash redemption requirements related to our Series A Preferred Stock and our Series B Preferred Stock, (v) cash requirements related to our Series A Safeguard Policy and our Series B Safeguard Policy, and (v) Class A common stock repurchases under our stock repurchase plan.
We intend to finance our long-term liquidity requirements with net proceeds of additional issuances of common and preferred stock, including issuances in connection with the continuous registered offering of our Series B Preferred Stock, our revolving credit facility, our DST Program, as well as future acquisition or project-based borrowings. Our success in meeting these requirements will therefore depend upon our ability to access capital. Further, our ability to access equity capital is dependent upon, among other things, general market conditions for REITs and the capital markets in general, market perceptions about us and our asset class, and current trading prices of our securities.
As we did in the three months ended March 31, 2026, we may also selectively sell consolidated operating assets at appropriate times, which would be expected to generate cash sources for both our short-term and long-term liquidity needs.
We may also meet our long-term liquidity needs through borrowings from a number of sources, either at the corporate or project level. In October 2024, we entered into a credit agreement related to our DST Program with KeyBank National Association and a syndicate of other lenders which provides for a revolving loan with a maximum commitment amount of $50 million. We believe this revolving credit facility will serve as our primary debt source that will continue to enable us to deploy our capital more efficiently and provide capital structure flexibility as we grow our asset base. The revolving credit facility contains certain financial and operating covenants. As of March 31, 2026, we were in compliance with all covenants under our credit facility. We will continue to monitor the debt markets, including Fannie Mae and Freddie Mac, and as market conditions permit, access borrowings that are advantageous to us.
51
Table of Contents
If we are unable to obtain financing on favorable terms or at all, we would likely need to curtail our investment activities, including acquisitions and improvements to and developments of real properties, which could limit our growth prospects. This, in turn, could reduce cash available for distribution to our stockholders and may hinder our ability to raise capital by issuing more securities or borrowing more money. We also may be forced to dispose of assets at inopportune times to maintain REIT qualification and Investment Company Act exemption.
We expect to maintain distributions paid on our Series A Preferred Stock and Series B Preferred Stock in accordance with the terms which require monthly dividends. While our distributions through March 31, 2026 have been paid from cash flow from operations and in accordance with our policy, distributions in the future may be paid from cash flow from operations, proceeds from the offering of our Series B Preferred Stock, proceeds from the DST Program, the sales of assets, and additional sources, such as from borrowings.
We have preferred equity interests in properties that are in various stages of development and operating, and our preferred equity investments are structured to provide a current and/or accrued preferred return during all phases. Each joint venture in which we own a preferred equity interest is required to redeem our preferred equity interests, plus any accrued preferred return, based on a fixed maturity date, generally in relation to the property’s construction loan or mortgage loan maturity. Upon redemption of the preferred equity interests, our income, funds from operations (“FFO”), core funds from operations (“CFFO”) and cash flows could be reduced below the preferred returns currently being recognized. Alternatively, if the joint ventures do not redeem our preferred membership interest when required, our income, FFO, CFFO and cash flows could be reduced if the development project does not produce sufficient cash flow to pays its operating expenses, debt service and preferred return obligations. We previously held notes receivable investments that were structured as senior loans. In the future, we may make additional notes receivable investments structured as senior loans or through mezzanine financing. The notes receivable provided a current stated return and required repayment based on a fixed maturity date. If the property did not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could have been reduced below the stated returns if the property did not produce sufficient cash flow to pay its operating expenses and debt service, or to refinance its debt obligations. As we evaluate our capital position and capital allocation strategy, we may consider alternative means of financing our development loan and preferred equity investment activities at the subsidiary level.
Off-Balance Sheet Arrangements
As of March 31, 2026, we have off-balance sheet arrangements that may have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures. As of March 31, 2026, we entered into five joint venture agreements which are classified as available-for-sale debt securities.
Cash Flows from Operating Activities
As of March 31, 2026, we held twenty-four real estate investments, consisting of eighteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment, with the twenty-three consolidated and preferred equity investments representing an aggregate of 5,451 residential units. During the three months ended March 31, 2026, net cash used in operating activities was $8.5 million after net loss of $10.3 million was adjusted for the following:
| ● | an increase in accounts receivable, prepaids and other assets of $5.1 million; |
| ● | a decrease in due to affiliates of $2.2 million; and |
| ● | a decrease in accounts payable and other accrued liabilities of $0.8 million; offset by: |
| ● | non-cash items of $9.6 million; and |
| ● | distributions of income from preferred equity investments of $0.3 million. |
Cash Flows from Investing Activities
During the three months ended March 31, 2026, net cash provided by investing activities was $6.4 million due to the following:
| ● | $20.7 million of proceeds from the sales of real estate investments; offset by: |
| ● | $7.8 million used in investments in preferred equity investments; |
| ● | $3.8 million used on capital expenditures; and |
| ● | $2.7 million used in acquiring consolidated real estate investments. |
52
Table of Contents
Cash Flows from Financing Activities
During the three months ended March 31, 2026, net cash used in financing activities was $0.8 million due to the following:
| ● | $12.3 million of repayments on mortgages payable; |
| ● | $2.6 million of distributions to preferred stockholders; |
| ● | $2.2 million in cash distributions paid to partially owned properties’ noncontrolling interests; |
| ● | $1.1 million of distributions to noncontrolling interests; |
| ● | $0.5 million of distributions to common stockholders; and |
| ● | $0.1 million paid for the redemption of Series A Preferred Stock; offset by: |
| ● | $11.7 million of contributions from noncontrolling interests; |
| ● | net proceeds of $4.2 million from the issuance of shares of Series A Preferred Stock; and |
| ● | net proceeds of $2.1 million from the issuance of shares of Series B Preferred Stock. |
Capital Expenditures
The following table summarizes our total capital expenditures for the three months ended March 31, 2026 and 2025 (amounts in thousands):
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
New development | | $ | 3,102 | | $ | 1,933 |
Redevelopment/renovations | | | 112 | | | 1,302 |
Routine capital expenditures | | | 695 | | | 1,030 |
Normally recurring capital expenditures | | | 327 | | | 195 |
Total capital expenditures | | $ | 4,236 | | $ | 4,460 |
New development represents the expenditures for the planning, land development, and construction of residential homes and communities. Redevelopment and renovation costs are non-recurring capital expenditures for significant projects, such as preparing a unit for rental. The renovation work varies, but may include flooring, cabinetry, paint, plumbing, appliances and other items required to make the unit rent ready. Routine capital expenditures are necessary non-revenue generating improvements that extend the useful life of the property and that are less frequent in nature, such as roof repairs and concrete work/asphalt resurfacing. Normally recurring capital expenditures are necessary non-revenue generating improvements that occur on a regular ongoing basis, such as flooring and appliances.
53
Table of Contents
Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unit Holders
We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and core funds from operations (“CFFO”) are important non-GAAP supplemental measures of operating performance for a REIT.
FFO attributable to common stockholders and unit holders is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the NAREIT definition, as net income (loss), computed in accordance with GAAP, excluding gains or losses on sales of depreciable real estate property, plus depreciation and amortization of real estate assets, plus impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for notes receivable, preferred equity investments and joint ventures will be calculated to reflect FFO on the same basis.
CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition and other transaction costs, non-cash interest, unrealized gains or losses on derivatives, provision for (recovery of) credit losses, non-cash returns on unconsolidated real estate funds, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, equity compensation expense, non-recurring income tax, and preferred stock accretion. We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations. As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential.
Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition and other transaction costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO and CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and CFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs.
Neither FFO nor CFFO is equivalent to net income (loss), including net income (loss) attributable to common stockholders, or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor CFFO should be considered as an alternative to net income, including net income (loss) attributable to common stockholders, as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
54
Table of Contents
The table below presents our calculation of FFO and CFFO for the three months ended March 31, 2026 and 2025 ($ in thousands):
| | | | | | |
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Net loss attributable to common stockholders | | $ | (3,433) | | $ | (2,529) |
Add back: Net loss attributable to Operating Partnership Units | |
| (7,824) | |
| (5,661) |
Net loss attributable to common stockholders and unit holders | |
| (11,257) | |
| (8,190) |
| | | | | | |
Real estate depreciation and amortization | |
| 8,844 | | | 7,476 |
Impairment of real estate investments | |
| 601 | | | 124 |
Gain on sale of real estate investments, net | | | (584) | | | (827) |
Adjustment for partially owned properties’ noncontrolling interests | | | (3,479) | | | (694) |
FFO attributable to common stockholders and unit holders | |
| (5,875) | | | (2,111) |
| | | | | | |
Acquisition and other transaction costs | |
| 43 | | | 76 |
Non-cash interest expense | |
| 771 | | | 758 |
Unrealized loss on derivatives | |
| 164 | | | 778 |
Recovery of credit losses | |
| — | | | (102) |
Non-cash returns on unconsolidated real estate funds | |
| (36) | |
| — |
Weather-related losses, net | | | 250 | | | — |
Loss on extinguishment of debt costs | |
| 36 | | | 4 |
Non-real estate depreciation and amortization | |
| 14 | | | 16 |
Other expense (income), net | |
| 906 | | | (16) |
Non-cash equity compensation | | | 1,505 | | | 1,373 |
Non-recurring income tax expense | | | — | | | 168 |
Preferred stock accretion | | | 993 | | | 523 |
Adjustment for partially owned properties’ noncontrolling interests | | | (340) | | | (178) |
CFFO attributable to common stockholders and unit holders | | $ | (1,569) | | $ | 1,289 |
| | | | | | |
Per Share and Unit Information: | | | | | | |
FFO attributable to common stockholders and unit holders - diluted | | $ | (0.46) | | $ | (0.17) |
CFFO attributable to common stockholders and unit holders - diluted | | $ | (0.12) | | $ | 0.10 |
| |
| | | | |
Weighted average common shares and units outstanding - diluted | | | 12,879,500 | | | 12,527,468 |
Operating cash flow, FFO and CFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and CFFO.
Presentation of this information is intended to assist the reader in comparing the sustainability of the operating performance of different REITs, although it should be noted that not all REITs calculate FFO or CFFO the same way, so comparisons with other REITs may not be meaningful. FFO or CFFO should not be considered as an alternative to net income (loss) attributable to common stockholders or as an indication of our liquidity, nor is either indicative of funds available to fund our cash needs, including our ability to make distributions. Both FFO and CFFO should be reviewed in connection with other GAAP measurements.
55
Table of Contents
Distributions
| | | | | | | |
Declaration Date | | Record Date | | Amount | | Paid / Payable Date | |
Class A common stock | | | | | | | |
March 11, 2025 | | December 24, 2025 | | $ | 0.125 | | January 5, 2026 |
March 10, 2026 | | March 25, 2026 | | | 0.125 | | April 2, 2026 |
Class C common stock | | | | | | | |
March 11, 2025 | | December 24, 2025 | | $ | 0.125 | | January 5, 2026 |
March 10, 2026 | | March 25, 2026 | | | 0.125 | | April 2, 2026 |
Series A Preferred Stock (1) | | | | | | | |
October 15, 2025 | | December 24, 2025 | | $ | 0.125 | | January 5, 2026 |
January 15, 2026 | | January 23, 2026 | | | 0.125 | | February 5, 2026 |
January 15, 2026 | | February 25, 2026 | | | 0.125 | | March 5, 2026 |
January 15, 2026 | | March 25, 2026 | | | 0.125 | | April 2, 2026 |
Series A Preferred Enhanced Special Dividend (2) | | | | | | | |
October 15, 2025 | | December 24, 2025 | | $ | 0.010417 | | January 5, 2026 |
January 15, 2026 | | January 23, 2026 | | | 0.010417 | | February 5, 2026 |
January 15, 2026 | | February 25, 2026 | | | 0.010417 | | March 5, 2026 |
January 15, 2026 | | March 25, 2026 | | | 0.010417 | | April 2, 2026 |
Series B Preferred Stock (1) | | | | | | | |
January 15, 2026 | | January 23, 2026 | | $ | 0.15625 | | February 5, 2026 |
January 15, 2026 | | February 25, 2026 | | | 0.15625 | | March 5, 2026 |
January 15, 2026 | | March 25, 2026 | | | 0.15625 | | April 2, 2026 |
(1) | Holders of record of newly issued Series A Preferred Stock shares and Series B Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock and Series B Preferred Stock was outstanding. |
(2) | Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26th of the prior month to the 25th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock. The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5% minimum and 8.5% maximum annual rate. |
A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate. Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of our Class A common stock.
Our Board will determine the amount of dividends to be paid to our stockholders. The determination of our Board will be based on several factors, including funds available from operations, our capital expenditure requirements and the annual distribution requirements necessary to maintain our REIT status for federal income tax purposes. As a result, our distribution rate and payment frequency may vary from time to time. However, to maintain our REIT status for tax purposes, we must make distributions equal to at least 90% of our “REIT taxable income”, as defined by the Internal Revenue Code of 1986, determined without regard to the dividends paid deduction and excluding net capital gains, to our stockholders each year. While our policy is generally to pay distributions from cash flow from operations, we may declare distributions in excess of funds from operations.
Significant Accounting Policies and Critical Accounting Estimates
Our significant accounting policies and critical accounting estimates are disclosed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of our Consolidated Financial Statements.
56
Table of Contents
Subsequent Events
Other than the items disclosed in Note 18 “Subsequent Events” to our interim Consolidated Financial Statements for the period ended March 31, 2026, no material events have occurred that required recognition or disclosure in these financial statements. Refer to Note 18 of our interim Consolidated Financial Statements for discussion.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements. We are not subject to foreign exchange rates or commodity price risk, and all our financial instruments were entered into for other than trading purposes.
Our interest rate risk is monitored using a variety of techniques. The table below ($ in thousands) presents the principal payments and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Fair value adjustments and unamortized deferred financing costs, net, of approximately $(11.7) million are excluded. At March 31, 2026, the revolving credit facility had no outstanding balance.
| | | | | | | | | | | | | | | | | | | | | | |
| | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | | Thereafter | | Total |
| |||||||
Mortgage Notes Payable | | $ | 27,716 | | $ | 75,945 | | $ | 5,703 | | $ | 80,450 | | $ | 55,166 | | $ | 183,539 | | $ | 428,519 | |
Weighted Average Interest Rate | |
| 4.30 | % |
| 6.56 | % |
| 5.72 | % |
| 5.04 | % |
| 5.58 | % |
| 4.99 | % |
| 5.32 | % |
The fair value of mortgages payable is estimated at $422.1 million at March 31, 2026.
The table above incorporates those exposures that exist at March 31, 2026; it does not consider those exposures or positions which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
At March 31, 2026, we had interest rate caps and swaps, which are not accounted for as hedges, that we primarily use as part of our interest rate risk management strategy. Our interest rate caps and swaps mitigate our exposure to interest rate risk by providing a ceiling on the underlying interest rate for $92.4 million of our debt.
Based on our debt outstanding and interest rates in effect at March 31, 2026, a 100-basis point increase or decrease in interest rates on the portion of our debt bearing interest at variable rates would increase interest expense by approximately $50,000 or decrease interest expense by approximately $50,000, respectively, for the quarter ended March 31, 2026.
57
Table of Contents
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of March 31, 2026, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed by us in this report filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
58
Table of Contents
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Other than the following, there have been no material changes to our potential risks and uncertainties as presented in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on February 27, 2026.
Your interests could be subordinated and/or diluted by the incurrence of additional debt, the issuance of additional shares of preferred stock, including additional shares of Series A Preferred Stock and Series B Preferred Stock (together the “Preferred Stock”), and by other transactions.
As of March 31, 2026, our total indebtedness was approximately $428.5 million, and we may incur significant additional debt in the future. The Preferred Stock is subordinate to all our existing and future debt and liabilities and those of our subsidiaries. Our future debt may include restrictions on our ability to pay dividends to preferred stockholders in the event of a default under the debt facilities or under other circumstances. In addition, our charter currently authorizes the issuance of up to 250,000,000 shares of preferred stock in one or more classes or series, and as of March 31, 2026, the number of preferred shares outstanding was as follows: 6,473,063 shares of Series A Preferred Stock and 104,288 shares of Series B Preferred Stock. The issuance of additional preferred stock on parity with or senior to the Preferred Stock would dilute the interests of the holders of shares of Preferred Stock, and any issuance of preferred stock senior to the Preferred Stock, or any issuance of additional indebtedness, could affect our ability to pay dividends on, redeem or pay the liquidation preference on the Preferred Stock. We may issue preferred stock on parity with the Preferred Stock without the consent of the holders of the Preferred Stock. Other than the right of holders to cause us to redeem the Preferred Stock upon a change of control, none of the provisions relating to the Preferred Stock relate to or limit our indebtedness or afford the holders of shares thereof protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, that might adversely affect the holders of such shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended March 31, 2026, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934)
59
Table of Contents
Item 6. Exhibits
| | |
3.1 | | Second Articles of Amendment and Restatement of Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 6, 2022 |
| | |
3.2 | | Amended and Restated Bylaws of Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on October 6, 2022 |
| | |
3.3 | | Articles Supplementary of the Company, dated December 1, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 5, 2022 |
| | |
3.4 | | Articles Supplementary of the Company, dated January 24, 2023, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-11 (SEC File No. 333-269415) filed on January 25, 2023 |
| | |
3.5 | | Articles Supplementary of the Company, dated March 14, 2023, incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K filed on March 22, 2023 |
| | |
3.6 | | Articles Supplementary of the Company, dated October 7, 2025, incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-11 (SEC File No. 333-290772) filed on October 8, 2025 |
| | |
4.1 | | Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated April 2, 2014, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Bluerock Residential Growth REIT, Inc. filed on April 8, 2014 |
| | |
4.2 | | Thirteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated September 22, 2022, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Bluerock Residential Growth REIT, Inc. on September 22, 2022 |
| | |
4.3 | | Fourteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated December 1, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2022 |
| | |
4.4 | | Fifteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated January 24, 2023, incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-11 (SEC File No. 333-269415) filed on January 25, 2023 |
| | |
4.5 | | Sixteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated October 7, 2025, incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-11 (SEC File No. 333-290772) filed on October 8, 2025 |
| | |
31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
32.1 | | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
99.1 | | Consent of Kroll, LLC, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 17, 2026 |
| | |
99.2 | | Press release dated February 17, 2026, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 19, 2026 |
| | |
101.1 | | The following information from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Balance Sheets; (ii) Statements of Operations and Comprehensive Income (Loss); (iii) Statement of Stockholders’ Equity; (iv) Statements of Cash Flows; (v) notes to consolidated financial statements. |
| | |
104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
60
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BLUEROCK HOMES TRUST, INC. | |
|
|
|
DATE: May 7, 2026 |
| /s/ R. Ramin Kamfar |
|
| R. Ramin Kamfar |
|
| Chief Executive Officer |
|
| (Principal Executive Officer) |
DATE: May 7, 2026 |
| /s/ Christopher J. Vohs |
|
| Christopher J. Vohs |
|
| Chief Financial Officer and Treasurer |
|
| (Principal Financial Officer, Principal Accounting Officer) |
61