Bluerock Homes Trust provides $33.1M affiliate loan

Q: What was BHM's revenue in the third quarter of 2026?

BHM reported total revenue of $19.202 million for the three months ended September 30, 2026, compared with $16.610 million for the same period in 2025. Rental and other property revenue was $18.816 million, and interest income from notes receivable was $386,000.

Q: How much did BHM receive from the Lubbock and ILE property sales?

The sale of 75 Lubbock units had an approximately $8.0 million sales price and approximately $7.3 million in net proceeds. The 31 ILE unit sales had an approximately $6.6 million aggregate sales price and approximately $2.0 million in net proceeds after mortgage paydowns.

Q: What are the terms of BHM's $33,088,000 secured loan?

The loan bears a fixed 13.0% annual coupon, has a 36-month term and is secured by a pledge of the borrower's interest in the trust's Class II Interests. It is structured to be repaid from proceeds of a private placement syndicating the trust's Class I Interests.

Q: Who joined BHM's board in October 2026?

Michael L. Konig was elected as an independent director on October 19, 2026, and appointed to the Compensation Committee and the Nominating and Corporate Governance Committee. He will serve until the 2027 annual meeting of stockholders and until a successor is elected and qualifies, or his earlier departure.

Nine-month operating cash flow was a $3.937 million use, compared with $28.454 million provided in 2025.

Available on EDGAR 11/10/2026 - 05:11 PM EST Accepted by SEC EDGAR 11/10/2026 - 05:11 PM EST

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

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How Sentiment works How the balance works

Form Type

424B3

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. updated its prospectus with third-quarter results and reports on property sales, a secured loan and a director appointment. For the three months ended September 30, 2026, total revenue was $19.202 million, versus $16.610 million in 2025; net loss attributable to common stockholders was $3.139 million, versus $3.608 million. For the first nine months, net loss was $27.735 million, and operating activities used $3.937 million of cash, compared with $28.454 million provided in 2025.

The company sold 75 Lubbock single-family units for approximately $8.0 million, with approximately $7.3 million in net proceeds, and 31 ILE portfolio units for approximately $6.6 million, with approximately $2.0 million in net proceeds after mortgage paydowns. Through a subsidiary, it provided a secured $33,088,000 loan to BR HPE ZC Investment Co., LLC, an indirect subsidiary of Bluerock Asset Management, LLC, an affiliate of its external manager. The loan bears a fixed 13.0% annual coupon and has a 36-month term.

The company provided a non-recourse carveout guaranty in connection with a $309,980,618 senior A-1 Note and will earn $125,000 per year while the guaranty remains in effect, up to $625,000. The board elected Michael L. Konig as an independent director and appointed him to its Compensation and Nominating and Corporate Governance committees.

2 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 2 points

How the balance works

Positive

Moderate pointThird-quarter total revenue was $19.202 million, versus $16.610 million in 2025.
Moderate pointThird-quarter loss attributable to common stockholders narrowed to $3.139 million from $3.608 million.

Negative

Moderate pointNine-month net loss was $27.735 million, compared with $23.117 million in 2025.
Moderate pointNine-month operating activities used $3.937 million of cash, versus providing $28.454 million in 2025.

Filing Explained

The September 30 report shows 652,187 Series B preferred shares, with a 7.5% stated rate and a $25 per-share liquidation preference.

This prospectus supplement incorporates the company’s September 2026 quarterly report; Class A shares outstanding were 4,099,425 at September 30, 2026, versus 4,047,114 at December 31, 2025, and the report records restricted-share issuance net of withholding and forfeitures. The additional Class A shares increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Separately, 652,187 Series B redeemable preferred shares were outstanding at September 30, 2026, versus none at December 31, 2025; the class carries a 7.5% rate and a $25 per-share liquidation preference.

At September 30, 2026, cash and cash equivalents were $165,206 thousand; across the nine months ended that date, operating activities used $3,937 thousand of cash.

Key Figures

Total revenue: $19.202 million Net loss attributable to common stockholders: ($3.139 million) Net loss: ($27.735 million) +5 more

8 metrics

Total revenue $19.202 million Three months ended September 30, 2026; $16.610 million in 2025

Net loss attributable to common stockholders ($3.139 million) Three months ended September 30, 2026; ($3.608 million) in 2025

Net loss ($27.735 million) Nine months ended September 30, 2026; ($23.117 million) in 2025

Net cash from operating activities ($3.937 million) Nine months ended September 30, 2026; $28.454 million provided in 2025

Secured loan principal $33,088,000 Loan provided on August 27, 2026

Loan coupon 13.0% per annum Fixed coupon on the secured loan

Lubbock unit sale net proceeds Approximately $7.3 million Disposition of 75 units completed September 30, 2026

ILE unit sale net proceeds Approximately $2.0 million Aggregate dispositions of 31 units during January 1 through October 14, 2026

Key Terms

sale-leaseback transaction, bondable true lease, non-recourse carveout guaranty, zero net cash flow credit tenant lease facility, +1 more

5 terms

sale-leaseback transaction financial

"Through a sale-leaseback transaction, the Trust acquired"

A sale-leaseback transaction is when a company sells an asset it owns—often real estate or equipment—to a buyer and immediately rents the same asset back so it can keep using it. It matters to investors because it converts a fixed asset into cash while creating a new ongoing rental expense, which can boost short-term liquidity but also change long-term cash flow and debt metrics; think of selling your house and signing a lease to stay as a tenant.

bondable true lease financial

"pursuant to a 20.5-year bondable true lease"

non-recourse carveout guaranty financial

"provided a non-recourse carveout guaranty"

zero net cash flow credit tenant lease facility technical

"senior, zero net cash flow credit tenant lease facility"

REIT taxable income financial

"at least 90% of its “REIT taxable income”"

REIT taxable income is the portion of a real estate investment trust’s earnings that the tax code treats as subject to tax after allowable deductions and adjustments; it’s the number used to calculate what the REIT owes in taxes and how much income can be passed through to investors. It matters because it influences the size and tax character of distributions shareholders receive and whether the trust meets rules that protect its tax-advantaged status—think of it like a household’s taxable paycheck that determines how much you actually take home after taxes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was BHM's revenue in the third quarter of 2026?

BHM reported total revenue of $19.202 million for the three months ended September 30, 2026, compared with $16.610 million for the same period in 2025. Rental and other property revenue was $18.816 million, and interest income from notes receivable was $386,000.

How much did BHM receive from the Lubbock and ILE property sales?

The sale of 75 Lubbock units had an approximately $8.0 million sales price and approximately $7.3 million in net proceeds. The 31 ILE unit sales had an approximately $6.6 million aggregate sales price and approximately $2.0 million in net proceeds after mortgage paydowns.

What are the terms of BHM's $33,088,000 secured loan?

The loan bears a fixed 13.0% annual coupon, has a 36-month term and is secured by a pledge of the borrower's interest in the trust's Class II Interests. It is structured to be repaid from proceeds of a private placement syndicating the trust's Class I Interests.

Who joined BHM's board in October 2026?

Michael L. Konig was elected as an independent director on October 19, 2026, and appointed to the Compensation Committee and the Nominating and Corporate Governance Committee. He will serve until the 2027 annual meeting of stockholders and until a successor is elected and qualifies, or his earlier departure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290772

PROSPECTUS SUPPLEMENT NO. 3

(To Prospectus dated March 30, 2026)

BLUEROCK HOMES TRUST, INC.

This prospectus supplement (the “Prospectus Supplement”) updates, amends, and supplements the prospectus dated March 30, 2026, as supplemented by (i) that certain Prospectus Supplement No. 1 dated May 7, 2026 and (ii) that certain Prospectus Supplement No. 2 dated August 13, 2026 (collectively, the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (Registration No. 333-290772). Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This Prospectus Supplement is being filed to update, amend, and supplement the information in the Prospectus with the information contained in (a) our Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on each of (i) September 2, 2026, (ii) October 6, 2026, (iii) October 20, 2026, and (iv) October 22, 2026 (collectively, the “Form 8-K Filings”), and (b) our Quarterly Report on Form 10-Q filed with the SEC on November 10, 2026 (the “Form 10-Q Filing”). Accordingly, we have attached the Form 8-K Filings and the Form 10-Q Filing to this Prospectus Supplement.

You should read this Prospectus Supplement in conjunction with the Prospectus, including any amendments and supplements thereto. This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information contained in this Prospectus Supplement supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may not be utilized except in connection with, the Prospectus.

Investing in our securities involves significant risks. See the “Risk Factors” sections of the Prospectus and in Item 1A of our Annual Report on Form 10-K filed on February 27, 2026 for a discussion of the risks that should be considered in connection with an investment in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is November 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2026

Bluerock Homes Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-41322	87-4211187
(State or other jurisdiction of incorporation  or organization)	(Commission File Number)	(I.R.S. Employer  Identification No.)

919 Third Avenue, 40th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BHM	NYSE American

Check the appropriate box below if the Form 8 - K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

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. ¨

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On August 27, 2026, Bluerock Homes Trust, Inc. (the “Company”), through a subsidiary of Bluerock Residential Holdings, L.P., its operating partnership, provided a secured loan in the principal amount of $33,088,000 (the “Loan”) to BR HPE ZC Investment Co, LLC (the “Depositor”), a wholly owned subsidiary of BAM RK DST Investor, LLC, which is a wholly owned subsidiary of Bluerock Asset Management, LLC (“BAM”), an affiliate of the Company's external manager.

The proceeds of the Loan were used to fund a portion of the Depositor's acquisition of the Class II Interests of BR HPE Zero Coupon, DST (the “Trust”), a Delaware Statutory Trust managed by BR HPE CTL DST Manager, LLC (the “DST Manager”), a wholly owned indirect subsidiary of Bluerock Enterprise Holdings, LP, an affiliate of the Company's external manager. Through a sale-leaseback transaction, the Trust acquired a 340,496 square foot, 8-story Class A office and lab facility located in Northern California (the “Property”), for a purchase price of $330,777,000 pursuant to a 20.5-year bondable true lease guaranteed by an investment-grade technology company (the “Transaction”).

The Trust financed the Transaction primarily with a $309,980,618 senior, zero net cash flow credit tenant lease facility (the “Senior A-1 Note”) bearing a fixed coupon of 6.54%. The remaining capitalization of the Transaction was funded by the Loan and common equity contributed by BAM of approximately $6,538,805.

The Loan bears a fixed coupon of 13.0% per annum, with a 36-month term and is secured by a pledge of the Depositor’s interest in the Class II Interests of the Trust. The Loan is structured to be repaid by the proceeds of the syndication of the Class I Interests of the Trust through a private placement of such interests.

In connection with the Senior A-1 Note, the Company provided a non-recourse carveout guaranty and a hazardous materials indemnity agreement (collectively, the “NRCO Guaranty”). The NRCO Guaranty contains customary non-recourse carveout provisions pursuant to which the Company may become liable for losses arising from certain “bad acts”, including, among other things, fraud, misrepresentation, misapplication of funds, voluntary bankruptcy filings, taking prohibited actions with respect to the tenant or the lease and violations of certain transfer and encumbrance restrictions, as well as environmental issues. In consideration of providing the NRCO Guaranty, the Company will earn a non-recourse carveout guarantor fee of $125,000 per annum (the “NRCO Guarantor Fee”) for each year the NRCO Guaranty remains in effect, up to a maximum aggregate amount of $625,000. In connection with the NRCO Guaranty, the DST Manager has agreed to indemnify the Company for any losses incurred under the NRCO Guaranty that result from the willful misconduct or gross negligence of the DST Manager. Further, the lease provides for indemnification with respect to certain environmental matters that may occur during the lease term.

The Loan and the NRCO Guaranty were approved by the Audit Committee of the Company's Board of Directors, consisting solely of independent directors, in accordance with the Company's related party transaction approval policies.

SIGNATURE

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 hereunto duly authorized.

		BLUEROCK HOMES TRUST, INC.

Date:	September 2, 2026	By:	/s/ Christopher J. Vohs
			Christopher J. Vohs
			Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2026

BLUEROCK HOMES TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-41322	87-4211187
(State or other jurisdiction of incorporation  or organization)	(Commission File Number)	(I.R.S. Employer  Identification No.)

919 Third Avenue, 40th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BHM	NYSE American

Check the appropriate box below if the Form 8 - K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging Growth Company x

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Disposition of Peak JV 2 Units

Prior to 2026, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), acquired single-family residential units located in Texas known as the Peak JV 2 portfolio. The Company holds a full ownership interest in the Peak JV 2 portfolio.

On September 30, 2026, the Company completed the disposition of its interest in 75 single-family units located in Lubbock, Texas (“Lubbock-75”) held within the Peak JV 2 portfolio. The sale of Lubbock-75 was made to an unaffiliated third party at a sales price of approximately $8.0 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, with net proceeds to the Company of approximately $7.3 million.

ITEM 9.01

FINANCIAL STATEMENTS

(a)

Pro Forma Financial Information

Bluerock Homes Trust, Inc.

Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026 (unaudited)

Notes to Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026 (unaudited)

Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the six months ended June 30, 2026 (unaudited)

Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the six months ended June 30, 2026 (unaudited)

Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited)

Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited)

Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the long-term performance of the Company’s portfolio are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions, and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2026 and its other filings with the SEC.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INFORMATION

The following unaudited pro forma condensed consolidated financial statements of Bluerock Homes Trust, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” “our” or “us”) should be read in conjunction with our historical audited consolidated financial statements as of and for the year ended December 31, 2025, and as of and for the six months ended June 30, 2026 (unaudited), and the related notes thereto.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, and the unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2026 and the year ended December 31, 2025, have been prepared to provide pro forma financial information with regard to the Company’s disposition of Lubbock-75, which the Company consolidated, and includes pro forma information for the transaction described below. The unaudited pro forma financial information gives effect to:

(1)

The Company’s disposition of its interests in Lubbock-75 to an unaffiliated third party on September 30, 2026. The pro forma financial information presented herein does not give effect to the subsequent reinvestment of the net proceeds from such disposition.

The pro forma condensed consolidated balance sheet as of June 30, 2026 assumes that the disposition of Lubbock-75 referred to above occurred on June 30, 2026.

The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2026 assumes that the disposition of Lubbock-75 referred to above occurred on January 1, 2026.

The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025 assumes that the disposition of Lubbock-75 referred to above occurred on January 1, 2025.

Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only. In management’s opinion, all material adjustments necessary to reflect the effects of the transaction referred to above have been made. Our unaudited pro forma condensed consolidated financial statements are based on assumptions and estimates considered appropriate by the Company’s management. However, they are not necessarily indicative of what our consolidated financial condition or results of operations would have been assuming the transaction referred to above had occurred as of the dates indicated, nor do they purport to represent our consolidated financial position or results of operations for future periods.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2026

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			Lubbock-75 Disposition (b)			Pro Forma Total
ASSETS
Net real estate investments
Land	$	116,033		$	(529	)	$	115,504
Buildings and improvements		731,777			(8,332	)		723,445
Furniture, fixtures and equipment		29,766			(1,025	)		28,741
Construction in process		15,294			—			15,294
Total gross operating real estate investments		892,870			(9,886	)		882,984
Accumulated depreciation		(74,495	)		2,089			(72,406	)
Total net operating real estate investments		818,375			(7,797	)		810,578
Operating real estate held for sale, net		18,382			—			18,382
Total net real estate investments		836,757			(7,797	)		828,960
Cash and cash equivalents		172,107			7,256			179,363
Restricted cash		22,679			(58	)		22,621
Investment in unconsolidated real estate fund		25,805			—			25,805
Accounts receivable, prepaids and other assets, net		28,731			(68	)		28,663
Preferred equity investments, net		55,565			—			55,565
Other intangible assets, net		5,221			—			5,221
Due from affiliates		610			—			610
Non-real estate assets associated with operating real estate held for sale		16			—			16
TOTAL ASSETS	$	1,147,491		$	(667	)	$	1,146,824

LIABILITIES AND EQUITY
Mortgages payable	$	421,919		$	—		$	421,919
Accounts payable		1,100			(3	)		1,097
Other accrued liabilities		21,837			(160	)		21,677
Due to affiliates		7,341			—			7,341
Distributions payable		2,600			—			2,600
Liabilities associated with operating real estate held for sale		110			—			110
Total Liabilities		454,907			(163	)		454,744
6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 6,457,698 shares issued and outstanding at June 30, 2026		148,009			—			148,009
7.5% Series B Redeemable Preferred Stock, liquidation preference $25.00 per share, 14,000,000 shares authorized; 351,304 shares issued and outstanding at June 30, 2026		7,729			—			7,729
Equity
Stockholders’ Equity
Preferred stock, $0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at June 30, 2026		—			—			—
Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,099,539 shares issued and outstanding at June 30, 2026, historical and pro forma		41			—			41
Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at June 30, 2026, historical and pro forma		—			—			—
Additional paid-in-capital		121,595			—			121,595
Accumulated deficit		(737	)		(504	)		(1,241	)
Accumulated other comprehensive income		50			—			50
Total Stockholders’ Equity		120,949			(504	)		120,445
Noncontrolling Interests
Operating partnership units		276,722			—			276,722
Partially-owned properties		139,175			—			139,175
Total Noncontrolling Interests		415,897			—			415,897
Total Equity		536,846			(504	)		536,342
TOTAL LIABILITIES AND EQUITY	$	1,147,491		$	(667	)	$	1,146,824

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2026

(a)	Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

(b)	Reflects the Company’s disposition that occurred on September 30, 2026 of its interest in Lubbock-75 which was included in the Company’s historical consolidated balance sheet. The disposition of Lubbock-75 was to an unaffiliated third party. The pro forma financial information does not reflect the subsequent reinvestment of the net proceeds from such disposition. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			Lubbock-75 Disposition (b)			Pro Forma Total
Revenues
Rental and other property revenues	$	39,028		$	(652	)	$	38,376
Total revenues		39,028			(652	)		38,376
Expenses
Property operating		18,853			(403	)		18,450
Property management and asset management fees		2,895			(35	)		2,860
General and administrative		5,634			—			5,634
Management fees to related party		5,391			—			5,391
Acquisition and other transaction costs		606			—			606
Weather-related losses, net		410			—			410
Impairment of real estate investments		1,121			—			1,121
Depreciation and amortization		16,741			(353	)		16,388
Total expenses		51,651			(791	)		50,860
Other (expense) income
Other expense, net		(1,160	)		—			(1,160	)
Income from preferred equity investments		3,564			—			3,564
Share of net earnings of equity method investment		603			—			603
Gain on sale of real estate investments, net		902			—			902
Loss on extinguishment of debt costs		(37	)		—			(37	)
Interest expense, net		(12,969	)		—			(12,969	)
Interest income		2,540			—			2,540
Total other expense		(6,557	)		—			(6,557	)
Loss before income taxes		(19,180	)		139			(19,041	)
Income tax expense		(76	)		—			(76	)
Net loss		(19,256	)		139			(19,117	)
Preferred stock dividends		(5,331	)		—			(5,331	)
Preferred stock accretion		(2,561	)		—			(2,561	)
Net loss attributable to noncontrolling interests
Operating partnership units		15,775			(97	)		15,678
Partially-owned properties		4,458			—			4,458
Net loss attributable to noncontrolling interests		20,233			(97	)		20,136
Net loss attributable to common stockholders	$	(6,915	)	$	42		$	(6,873	)

Loss per common share (c)
Net loss per common share – Basic	$	(1.80	)				$	(1.78	)
Net loss per common share – Diluted	$	(1.80	)				$	(1.78	)

Weighted average basic common shares outstanding		3,919,843						3,919,843
Weighted average diluted common shares outstanding		3,919,843						3,919,843

Other comprehensive income
Unrealized gain on available-for-sale investments, net	$	128		$	—		$	128
Less unrealized gain attributable to Operating partnership units		(89	)		—			(89	)
Other comprehensive income attributable to common stockholders		39			—			39
Comprehensive loss attributable to noncontrolling interests		20,144			(97	)		20,047
Comprehensive loss attributable to common stockholders	$	(6,876	)	$	42		$	(6,834	)

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(a)	Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

(b)	Reflects the Company’s disposition that occurred on September 30, 2026 of its interest in Lubbock-75 which was included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The disposition of Lubbock-75 was to an unaffiliated third party. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis.

(c)	Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			Lubbock-75 Disposition (b)			Pro Forma Total
Revenues
Rental and other property revenues	$	68,136		$	(1,232	)	$	66,904
Interest income from loan investments		598			—			598
Total revenues		68,734			(1,232	)		67,502

Expenses
Property operating		33,185			(827	)		32,358
Property management and asset management fees		5,372			(64	)		5,308
General and administrative		11,249			—			11,249
Management fees to related party		10,471			—			10,471
Acquisition and other transaction costs		418			—			418
Weather-related losses, net		59			—			59
Impairment of real estate investments		5,905			(3,459	)		2,446
Depreciation and amortization		29,418			(497	)		28,921
Total expenses		96,077			(4,847	)		91,230

Other (expense) income
Other expense, net		(139	)		16			(123	)
Income from preferred equity investments		8,759			—			8,759
Share of net earnings of equity method investment		1,058			—			1,058
Recovery of credit losses, net		103			—			103
Gain on sale of real estate investments, net		1,689			—			1,689
Gain on sale of available-for-sale investments, net		3,664			—			3,664
Loss on extinguishment of debt costs		(27	)		—			(27	)
Interest expense, net		(23,988	)		—			(23,988	)
Interest income		5,258			—			5,258
Total other expense		(3,623	)		16			(3,607	)
Loss before income taxes		(30,966	)		3,631			(27,335	)
Income tax expense		(1,632	)		—			(1,632	)
Net loss		(32,598	)		3,631			(28,967	)
Preferred stock dividends		(9,203	)		—			(9,203	)
Preferred stock accretion		(4,538	)		—			(4,538	)
Net loss attributable to noncontrolling interests
Operating partnership units		25,797			(2,385	)		23,412
Partially-owned properties		9,051			(185	)		8,866
Net loss attributable to noncontrolling interests		34,848			(2,570	)		32,278
Net loss attributable to common stockholders	$	(11,491	)	$	1,061		$	(10,430	)

Loss per common share (c)
Net loss per common share – Basic	$	(3.02	)				$	(2.75	)
Net loss per common share – Diluted	$	(3.02	)				$	(2.75	)

Weighted average basic common shares outstanding		3,889,301						3,889,301
Weighted average diluted common shares outstanding		3,889,301						3,889,301

Other comprehensive income
Unrealized gain on available for sale investments	$	568		$	—		$	568
Less unrealized gain attributable to Operating partnership units		(393	)		—			(393	)
Other comprehensive income attributable to common stockholders		175			—			175
Comprehensive loss attributable to noncontrolling interests		34,455			(2,570	)		31,885
Comprehensive loss attributable to common stockholders	$	(11,316	)	$	1,061		$	(10,255	)

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2025

(a)	Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. 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 gain on sale of real estate investments 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.

(b)	Reflects the Company’s disposition that occurred on September 30, 2026 of its interest in Lubbock-75 which was included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The disposition of Lubbock-75 was to an unaffiliated third party. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis.

(c)	Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share.

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:	October 6, 2026	By:	/s/ Christopher J. Vohs
			Christopher J. Vohs
			Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2026

BLUEROCK HOMES TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-41322	87-4211187
(State or other jurisdiction of incorporation  or organization)	(Commission File Number)	(I.R.S. Employer  Identification No.)

919 Third Avenue, 40th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BHM	NYSE American

Check the appropriate box below if the Form 8 - K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging Growth Company x

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Disposition of ILE Units

Prior to 2026, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), entered into a joint venture with an unaffiliated third party to acquire single-family residential units located in Texas and the Southeast United States, collectively known as the ILE portfolio. The Company holds a 95% interest in the joint venture.

During the period of January 1, 2026 through October 14, 2026, the Company completed the disposition of its interest in an aggregate of 31 single-family residential units within the ILE portfolio. The dispositions were made to unaffiliated third parties pursuant to the terms and conditions of multiple separate purchase and sales agreements. The aggregate sales price for the 31 units was approximately $6.6 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering certain of the units, aggregate net proceeds to the Company were approximately $2.0 million.

ITEM 9.01

FINANCIAL STATEMENTS

(a)

Pro Forma Financial Information

Bluerock Homes Trust, Inc.

Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026 (unaudited)

Notes to Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026 (unaudited)

Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the six months ended June 30, 2026 (unaudited)

Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the six months ended June 30, 2026 (unaudited)

Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited)

Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited)

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INFORMATION

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, and the unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2026 and the year ended December 31, 2025, have been prepared to provide pro forma financial information with regard to the Company’s disposition of single-family residential units within the ILE portfolio, which the Company consolidated, and includes pro forma information for the transactions described below. The unaudited pro forma financial information gives effect to:

(1)

The Company’s disposition of its interests in an aggregate of 31 units within the ILE portfolio to unaffiliated third parties as follows: the disposition of (i) 29 units during the six months ended June 30, 2026 and (ii) 2 units during the period of July 1, 2026 through October 14, 2026. The pro forma financial information presented herein does not give effect to the subsequent reinvestment of the net proceeds from such dispositions.

The pro forma condensed consolidated balance sheet as of June 30, 2026 assumes that the disposition of the 2 units during the period of July 1, 2026 through October 14, 2026 referred to above occurred on June 30, 2026.

The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2026 assumes that the disposition of the aggregate 31 units referred to above occurred on January 1, 2026.

The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025 assumes that the disposition of the aggregate 31 units referred to above occurred on January 1, 2025.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2026

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			ILE Unit Sales (b)			Pro Forma Total
ASSETS
Net real estate investments
Land	$	116,033		$	—		$	116,033
Buildings and improvements		731,777			—			731,777
Furniture, fixtures and equipment		29,766			—			29,766
Construction in process		15,294			—			15,294
Total gross operating real estate investments		892,870			—			892,870
Accumulated depreciation		(74,495	)		—			(74,495	)
Total net operating real estate investments		818,375			—			818,375
Operating real estate held for sale, net		18,382			(404	)		17,978
Total net real estate investments		836,757			(404	)		836,353
Cash and cash equivalents		172,107			114			172,221
Restricted cash		22,679			—			22,679
Investment in unconsolidated real estate fund		25,805			—			25,805
Accounts receivable, prepaids and other assets, net		28,731			—			28,731
Preferred equity investments, net		55,565			—			55,565
Other intangible assets, net		5,221			—			5,221
Due from affiliates		610			—			610
Non-real estate assets associated with operating real estate held for sale		16			—			16
TOTAL ASSETS	$	1,147,491		$	(290	)	$	1,147,201

LIABILITIES AND EQUITY
Mortgages payable	$	421,919		$	(340	)	$	421,579
Accounts payable		1,100			—			1,100
Other accrued liabilities		21,837			(1	)		21,836
Due to affiliates		7,341			—			7,341
Distributions payable		2,600			—			2,600
Liabilities associated with operating real estate held for sale		110			(5	)		105
Total Liabilities		454,907			(346	)		454,561
6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 6,457,698 shares issued and outstanding at June 30, 2026		148,009			—			148,009
7.5% Series B Redeemable Preferred Stock, liquidation preference $25.00 per share, 14,000,000 shares authorized; 351,304 shares issued and outstanding at June 30, 2026		7,729			—			7,729
Equity
Stockholders’ Equity
Preferred stock, $0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at June 30, 2026		—			—			—
Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,099,539 shares issued and outstanding at June 30, 2026, historical and pro forma		41			—			41
Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at June 30, 2026, historical and pro forma		—			—			—
Additional paid-in-capital		121,595			—			121,595
Accumulated deficit		(737	)		88			(649	)
Accumulated other comprehensive income		50			—			50
Total Stockholders’ Equity		120,949			88			121,037
Noncontrolling Interests
Operating partnership units		276,722			—			276,722
Partially-owned properties		139,175			(32	)		139,143
Total Noncontrolling Interests		415,897			(32	)		415,865
Total Equity		536,846			56			536,902
TOTAL LIABILITIES AND EQUITY	$	1,147,491		$	(290	)	$	1,147,201

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2026

(a)	Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

(b)	Reflects the Company’s disposition of its interest in 2 units within the ILE portfolio that occurred during the period of July 1, 2026 through October 14, 2026 which were included in the Company’s historical consolidated balance sheet. The dispositions of the ILE units were to unaffiliated third parties. The pro forma financial information does not reflect the subsequent reinvestment of the net proceeds from such dispositions. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			ILE Unit Sales (b)			Pro Forma Total
Revenues
Rental and other property revenues	$	39,028		$	(56	)	$	38,972
Total revenues		39,028			(56	)		38,972

Expenses
Property operating		18,853			(32	)		18,821
Property management and asset management fees		2,895			(13	)		2,882
General and administrative		5,634			—			5,634
Management fees to related party		5,391			—			5,391
Acquisition and other transaction costs		606			—			606
Weather-related losses, net		410			—			410
Impairment of real estate investments		1,121			—			1,121
Depreciation and amortization		16,741			(23	)		16,718
Total expenses		51,651			(68	)		51,583

Other (expense) income
Other expense, net		(1,160	)		—			(1,160	)
Income from preferred equity investments		3,564			—			3,564
Share of net earnings of equity method investment		603			—			603
Gain on sale of real estate investments, net		902			(189	)		713
Loss on extinguishment of debt costs		(37	)		—			(37	)
Interest expense, net		(12,969	)		12			(12,957	)
Interest income		2,540			—			2,540
Total other expense		(6,557	)		(177	)		(6,734	)
Loss before income taxes		(19,180	)		(165	)		(19,345	)
Income tax expense		(76	)		—			(76	)
Net loss		(19,256	)		(165	)		(19,421	)
Preferred stock dividends		(5,331	)		—			(5,331	)
Preferred stock accretion		(2,561	)		—			(2,561	)
Net loss attributable to noncontrolling interests
Operating partnership units		15,775			109			15,884
Partially-owned properties		4,458			8			4,466
Net loss attributable to noncontrolling interests		20,233			117			20,350
Net loss attributable to common stockholders	$	(6,915	)	$	(48	)	$	(6,963	)

Loss per common share (c)
Net loss per common share – Basic	$	(1.80	)				$	(1.81	)
Net loss per common share – Diluted	$	(1.80	)				$	(1.81	)

Weighted average basic common shares outstanding		3,919,843						3,919,843
Weighted average diluted common shares outstanding		3,919,843						3,919,843

Other comprehensive income
Unrealized gain on available-for-sale investments, net	$	128		$	—		$	128
Less unrealized gain attributable to Operating partnership units		(89	)		—			(89	)
Other comprehensive income attributable to common stockholders		39			—			39
Comprehensive loss attributable to noncontrolling interests		20,144			117			20,261
Comprehensive loss attributable to common stockholders	$	(6,876	)	$	(48	)	$	(6,924	)

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2026

(a)	Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

(b)	Reflects the Company’s disposition of its interest in an aggregate of 31 units within the ILE portfolio that occurred during the period of January 1, 2026 through October 14, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the ILE units were to unaffiliated third parties. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis.

(c)	Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			ILE Unit Sales (b)			Pro Forma Total
Revenues
Rental and other property revenues	$	68,136		$	(640	)	$	67,496
Interest income from loan investments		598			—			598
Total revenues		68,734			(640	)		68,094

Expenses
Property operating		33,185			(395	)		32,790
Property management and asset management fees		5,372			(140	)		5,232
General and administrative		11,249			—			11,249
Management fees to related party		10,471			—			10,471
Acquisition and other transaction costs		418			—			418
Weather-related losses, net		59			—			59
Impairment of real estate investments		5,905			(1,050	)		4,855
Depreciation and amortization		29,418			(266	)		29,152
Total expenses		96,077			(1,851	)		94,226

Other (expense) income
Other expense, net		(139	)		—			(139	)
Income from preferred equity investments		8,759			—			8,759
Share of net earnings of equity method investment		1,058			—			1,058
Recovery of credit losses, net		103			—			103
Gain on sale of real estate investments, net		1,689			—			1,689
Gain on sale of available-for-sale investments, net		3,664			—			3,664
Loss on extinguishment of debt costs		(27	)		2			(25	)
Interest expense, net		(23,988	)		208			(23,780	)
Interest income		5,258			(2	)		5,256
Total other expense		(3,623	)		208			(3,415	)
Loss before income taxes		(30,966	)		1,419			(29,547	)
Income tax expense		(1,632	)		—			(1,632	)
Net loss		(32,598	)		1,419			(31,179	)
Preferred stock dividends		(9,203	)		—			(9,203	)
Preferred stock accretion		(4,538	)		—			(4,538	)
Net loss attributable to noncontrolling interests
Operating partnership units		25,797			(932	)		24,865
Partially-owned properties		9,051			(71	)		8,980
Net loss attributable to noncontrolling interests		34,848			(1,003	)		33,845
Net loss attributable to common stockholders	$	(11,491	)	$	416		$	(11,075	)

Loss per common share (c)
Net loss per common share – Basic	$	(3.02	)				$	(2.92	)
Net loss per common share – Diluted	$	(3.02	)				$	(2.92	)

Weighted average basic common shares outstanding		3,889,301						3,889,301
Weighted average diluted common shares outstanding		3,889,301						3,889,301

Other comprehensive income
Unrealized gain on available for sale investments	$	568		$	—		$	568
Less unrealized gain attributable to Operating partnership units		(393	)		—			(393	)
Other comprehensive income attributable to common stockholders		175			—			175
Comprehensive loss attributable to noncontrolling interests		34,455			(1,003	)		33,452
Comprehensive loss attributable to common stockholders	$	(11,316	)	$	416		$	(10,900	)

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2025

(a)	Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. 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 gain on sale of real estate investments 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.

(b)	Reflects the Company’s disposition of its interest in an aggregate of 31 units within the ILE portfolio that occurred during the period of January 1, 2026 through October 14, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the ILE units were to unaffiliated third parties. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis.

(c)	Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share.

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:	October 20, 2026	By:	/s/ Christopher J. Vohs
			Christopher J. Vohs
			Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2026

Bluerock Homes Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-41322	87-4211187
(State or other jurisdiction of incorporation  or organization)	(Commission File Number)	(I.R.S. Employer  Identification No.)

919 Third Avenue, 40th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BHM	NYSE American

Check the appropriate box below if the Form 8 - K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company x

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(d) On October 19, 2026, the Board of Directors (the "Board") of Bluerock Homes Trust, Inc. (the “Company”) increased the number of directors serving on the Board from five (5) to six (6) members pursuant to the Company’s Bylaws. Based upon the recommendation of its Nominating and Corporate Governance Committee, the Board elected Michael L. Konig as a director to fill the vacancy resulting from such increase. Mr. Konig will serve until the Company’s 2027 annual meeting of stockholders and until a successor is duly elected and qualifies, or until his earlier death, resignation or removal. The Company intends to nominate Mr. Konig for election to the Board at the Company’s 2027 annual meeting of stockholders. The Board determined that Mr. Konig is an independent director under the listing standards of the NYSE American and the rules and regulations of the Securities and Exchange Commission. In connection with his election to the Board, Mr. Konig was also appointed to the Board’s Compensation Committee and its Nominating and Corporate Governance Committee.

Mr. Konig, through his wholly-owned limited liability company, Konig & Associates, LLC, served as Chief Legal Officer and Secretary of Bluerock Residential Growth REIT, Inc. from October 2017 through October 2022. Previously, Mr. Konig served as Chief Operating Officer, General Counsel and Secretary of both Bluerock Residential Growth REIT, Inc. and BRG Manager, LLC, its then external manager, from November 2013 through October 2017, and as Senior Vice President and General Counsel of Bluerock Residential Growth REIT, Inc. and its former advisor from August 2008 through November 2013. Mr. Konig joined Bluerock Real Estate, LLC in 2004 and served in various senior legal and management capacities for it and its affiliates, including as General Counsel of Bluerock, and served as Chief Legal Officer of the advisor of Bluerock Total Income + Real Estate Fund from October 2012 through May 2018. Mr. Konig has over 30 years of experience in law and business. Mr. Konig was an attorney at the firms of Ravin Sarasohn Cook Baumgarten Fisch & Baime from September 1987 to September 1989, and Greenbaum Rowe Smith & Davis from September 1989 to March 1997, representing borrowers and lenders in numerous financing transactions, primarily involving real estate, distressed real estate and Chapter 11 reorganizations, as well as a broad variety of litigation and corporate law matters. From 1998 to 2002, Mr. Konig served as legal counsel, including as General Counsel, at New World Restaurant Group, Inc. (now known as Einstein Noah Restaurant Group, Inc.). From 2002 to December 2004, Mr. Konig served as Senior Vice President of Roma Food Enterprises, Inc. where he led operations and the restructuring and sale of the privately held company with approximately $300 million in annual revenues. Mr. Konig received a J.D. degree cum laude in 1987 from California Western School of Law, located in San Diego, California, an M.B.A. degree in Finance in 1988 from San Diego State University and a Bachelor of Commerce degree in 1982 from the University of Calgary. Mr. Konig has been retired since 2022.

Mr. Konig does not have any family relationships with any director or executive officer of the Company. There is no arrangement or understanding between Mr. Konig and any other persons pursuant to which Mr. Konig was selected as a director, and there are no transactions involving Mr. Konig requiring disclosure under Item 404(a) of Regulation S-K.

As a member of the Board and certain of its committees, effective as of October 19, 2026, Mr. Konig will participate in the Company’s standard non-employee director compensation program (prorated for the length of his service during the current Board term), as described further under “Compensation of Directors” in the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s 2026 annual meeting of stockholders, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2026.

In connection with his election to the Board, the Company expects to enter into an indemnification agreement with Mr. Konig in substantially the form entered into by the Company with its other directors and previously filed by the Company with the SEC. The indemnification agreement will require the Company to indemnify Mr. Konig to the fullest extent permitted by the Maryland General Corporation Law. The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the indemnification agreement, which will be filed by the Company as an exhibit to a future filing with the SEC.

SIGNATURE

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 hereunto duly authorized.

	BLUEROCK HOMES TRUST, INC.

Date: October 22, 2026	By:	/s/ Christopher J. Vohs
	Christopher J. Vohs
	Chief Financial Officer and Treasurer

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission File Number 001-41322

BLUEROCK HOMES TRUST, INC.

(Exact name of registrant as specified in its charter)



Maryland		87-4211187
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

919 Third Avenue, 40^th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 843-1601

(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
Class A Common Stock, $0.01 par value per share		BHM		NYSE American

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐	Non-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 ☐ No ☒

Number of shares outstanding of the registrant’s

classes of common stock, as of November 2, 2026

Class A Common Stock: 4,099,425 shares

Class C Common Stock: 8,489 shares

Table of Contents

BLUEROCK HOMES TRUST, INC.

FORM 10-Q

September 30, 2026


PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 (Audited)	3

	Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months Ended September 30, 2026 and 2025	4

	Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2026 and 2025	5

	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2026 and 2025	9

	Notes to Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	65

Item 4.	Controls and Procedures	66

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	67

Item 1A.	Risk Factors	67

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67

Item 3.	Defaults Upon Senior Securities	67

Item 4.	Mine Safety Disclosures	67

Item 5.	Other Information	67

Item 6.	Exhibits	68

SIGNATURES		70

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)
		September 30,			December 31,
		2026			2025
ASSETS
Net Real Estate Investments
Land		$	113,219		$	123,260
Buildings and improvements			720,347			755,813
Furniture, fixtures and equipment			29,871			28,934
Construction in process			18,163			10,050
Total gross operating real estate investments			881,600			918,057
Accumulated depreciation			(76,862)			(65,318)
Total net operating real estate investments			804,738			852,739
Operating real estate held for sale, net			21,102			15,647
Total Net Real Estate Investments			825,840			868,386
Cash and cash equivalents			165,206			169,561
Restricted cash			22,408			24,901
Notes and accrued interest receivable, net			31,675			—
Investment in unconsolidated real estate fund			26,261			25,692
Accounts receivable, prepaids and other assets, net			30,086			21,966
Preferred equity investments, net			60,780			35,738
Other intangible assets, net			5,116			7,494
Due from affiliates			1,090			653
Non-real estate assets associated with operating real estate held for sale			25			14
TOTAL ASSETS		$	1,168,487		$	1,154,405

LIABILITIES AND EQUITY
Mortgages payable		$	435,987		$	428,392
Accounts payable			1,347			1,130
Other accrued liabilities			25,395			20,643
Due to affiliates			6,539			9,782
Distributions payable			2,652			2,504
Liabilities associated with operating real estate held for sale			281			114
Total Liabilities			472,201			462,565
6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 6,399,377 and 6,288,703 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively			148,234			142,117
7.5% Series B Redeemable Preferred Stock, liquidation preference $25.00 per share, 14,000,000 shares authorized; 652,187 and no shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively			14,348			—
Equity
Stockholders’ Equity
Preferred stock, $0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at September 30, 2026 and December 31, 2025			—			—
Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,099,425 and 4,047,114 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively			41			40
Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at September 30, 2026 and December 31, 2025			—			—
Additional paid-in-capital			122,065			121,489
Accumulated (deficit) earnings			(4,388)			7,200
Accumulated other comprehensive income			56			11
Total Stockholders’ Equity			117,774			128,740
Noncontrolling Interests
Operating partnership units			270,192			292,817
Partially-owned properties			145,738			128,166
Total Noncontrolling Interests			415,930			420,983
Total Equity			533,704			549,723
TOTAL LIABILITIES AND EQUITY		$	1,168,487		$	1,154,405

See Notes to Consolidated Financial Statements

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						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025
Revenues
Rental and other property revenues		$	18,816		$	16,610		$	57,844		$	49,227
Interest income from notes receivable			386			—			386			598
Total revenues			19,202			16,610			58,230			49,825

Expenses
Property operating			10,294			8,729			29,147			24,558
Property management and asset management fees			1,351			1,305			4,246			3,966
General and administrative			2,798			2,705			8,432			8,427
Management fees to related party			2,720			2,643			8,111			7,789
Acquisition and other transaction costs			(400)			107			206			318
Weather-related losses, net			273			37			683			82
Impairment of real estate investments			1,039			4,176			2,160			4,372
Depreciation and amortization			7,235			6,754			23,976			21,435
Total expenses			25,310			26,456			76,961			70,947

Other income (expense)
Other income (expense), net			80			(45)			(1,080)			(119)
Income from preferred equity investments			2,508			1,783			6,072			7,199
Share of net earnings of equity method investment			653			717			1,256			717
(Provision for) recovery of credit losses, net			(146)			—			(146)			104
(Loss) gain on sale of real estate investments, net			(199)			232			703			1,989
Gain on sale of available-for-sale investments, net			—			1,762			—			3,212
Loss on extinguishment of debt costs			—			(3)			(37)			(12)
Interest expense, net			(6,652)			(5,683)			(19,621)			(17,521)
Interest income			1,313			1,522			3,853			3,808
Total other (expense) income			(2,443)			285			(9,000)			(623)
Loss before income taxes			(8,551)			(9,561)			(27,731)			(21,745)
Income tax benefit (expense)			72			(400)			(4)			(1,372)
Net loss			(8,479)			(9,961)			(27,735)			(23,117)
Preferred stock dividends			(2,856)			(2,417)			(8,187)			(6,681)
Preferred stock accretion			(1,722)			(1,574)			(4,283)			(3,370)
Net loss attributable to noncontrolling interests
Operating partnership units			7,192			8,074			22,967			19,302
Partially-owned properties			2,726			2,270			7,184			5,245
Net loss attributable to noncontrolling interests			9,918			10,344			30,151			24,547
Net loss attributable to common stockholders		$	(3,139)		$	(3,608)		$	(10,054)		$	(8,621)

Net loss per common share – Basic		$	(0.81)		$	(0.94)		$	(2.61)		$	(2.27)
Net loss per common share – Diluted		$	(0.81)		$	(0.94)		$	(2.61)		$	(2.27)

Weighted average basic common shares outstanding			3,941,345			3,898,102			3,927,089			3,886,335
Weighted average diluted common shares outstanding			3,941,345			3,898,102			3,927,089			3,886,335

Other comprehensive income (loss)
Unrealized gain (loss) on available-for-sale investments, net		$	19		$	(1,531)		$	147		$	605
Less unrealized (gain) loss attributable to Operating partnership units			(13)			1,059			(102)			(418)
Other comprehensive income (loss) attributable to common stockholders			6			(472)			45			187
Comprehensive loss attributable to noncontrolling interests			9,905			11,403			30,049			24,129
Comprehensive loss attributable to common stockholders		$	(3,133)		$	(4,080)		$	(10,009)		$	(8,434)

See Notes to Consolidated Financial Statements

Table of Contents

BLUEROCK HOMES TRUST, INC.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2026

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands, except share amounts)



		Class A Common Stock					Class C Common Stock											Accumulated
												Additional						Other
		Number of					Number of					Paid-in			Accumulated			Comprehensive			Noncontrolling
		Shares		Par Value			Shares		Par Value			Capital			Deficit			Income			Interests			Total Equity
Balance, July 1, 2026		4,099,539		$	41		8,489		$	—		$	121,595		$	(737)		$	50		$	415,897		$	536,846

Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures		(114)			—		—			—			267			—			—			—			267
Issuance of long-term incentive plan units (“LTIP Units”) for equity incentive plan compensation		—			—		—			—			—			—			—			720			720
Issuance of C-LTIP Units to Bluerock Homes Manager, LLC (the “Manager”)		—			—		—			—			—			—			—			210			210
Common stock distributions declared		—			—		—			—			—			(512)			—			—			(512)
Series A Preferred Stock distributions declared		—			—		—			—			—			(2,611)			—			—			(2,611)
Series A Preferred Stock accretion		—			—		—			—			—			(1,683)			—			—			(1,683)
Series B Preferred Stock distributions declared		—			—		—			—			—			(245)			—			—			(245)
Series B Preferred Stock accretion		—			—		—			—			—			(39)			—			—			(39)
Distributions to Operating Partnership noncontrolling interests		—			—		—			—			—			—			—			(1,174)			(1,174)
Distributions to partially owned properties’ noncontrolling interests		—			—		—			—			—			—			—			(2,379)			(2,379)
Acquisition of noncontrolling interests		—			—		—			—			(51)			—			—			(199)			(250)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			12,934			12,934
Total comprehensive income		—			—		—			—			—			—			6			13			19
Cash redemption of Series A Preferred Stock		—			—		—			—			80			—			—			—			80
Adjustment for noncontrolling interest ownership in the Operating Partnership		—			—		—			—			(891)			—			—			891			—
Adjustment for noncontrolling interest ownership in partially owned properties		—			—		—			—			1,065			—			—			(1,065)			—
Net income (loss)		—			—		—			—			—			1,439			—			(9,918)			(8,479)
Balance, September 30, 2026		4,099,425		$	41		8,489		$	—		$	122,065		$	(4,388)		$	56		$	415,930		$	533,704

See Notes to Consolidated Financial Statements

Table of Contents

BLUEROCK HOMES TRUST, INC.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands, except share amounts)



		Class A Common Stock					Class C Common Stock											Accumulated
												Additioanl						Other
		Number of					Number of					Paid-in			Accumulated			Comprehensive			Noncontrolling
		Shares		Par Value			Shares		Par Value			Capital			Earnings			Income (Loss)			Interests			Total Equity
Balance, July 1, 2025		4,062,668		$	41		8,489		$	—		$	120,081		$	14,692		$	495		$	354,595		$	489,904

Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures		(14,590)			(1)		—			—			199			—			—			—			198
Issuance of LTIP Units for equity incentive plan compensation		—			—		—			—			—			—			—			708			708
Issuance of C-LTIP Units to the Manager		—			—		—			—			—			—			—			210			210
Common stock distributions declared		—			—		—			—			—			(507)			—			—			(507)
Series A Preferred Stock distributions declared		—			—		—			—			—			(2,417)			—			—			(2,417)
Series A Preferred Stock accretion		—			—		—			—			—			(1,574)			—			—			(1,574)
Distributions to Operating Partnership noncontrolling interests		—			—		—			—			—			—			—			(1,144)			(1,144)
Distributions to partially owned properties’ noncontrolling interests		—			—		—			—			—			—			—			(696)			(696)
Acquisition of noncontrolling interests		—			—		—			—			2,659			—			—			(3,713)			(1,054)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			30,906			30,906
Total comprehensive loss		—			—		—			—			—			—			(472)			(1,059)			(1,531)
Cash redemption of Series A Preferred Stock		—			—		—			—			42			—			—			—			42
Adjustment for noncontrolling interest ownership in the Operating Partnership		—			—		—			—			(1,849)			—			—			1,849			—
Adjustment for noncontrolling interest ownership in partially owned properties		—			—		—			—			(53)			—			—			53			—
Net income (loss)		—			—		—			—			—			383			—			(10,344)			(9,961)
Balance, September 30, 2025		4,048,078		$	40		8,489		$	—		$	121,079		$	10,577		$	23		$	371,365		$	503,084

See Notes to Consolidated Financial Statements

Table of Contents

BLUEROCK HOMES TRUST, INC.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands, except share amounts)



		Class A Common Stock					Class C Common Stock											Accumulated
												Additional			Accumulated			Other
		Number of					Number of					Paid-in			Earnings			Comprehensive			Noncontrolling
		Shares		Par Value			Shares		Par Value			Capital			(Deficit)			Income			Interests			Total Equity
Balance, January 1, 2026		4,047,114		$	40		8,489		$	—		$	121,489		$	7,200		$	11		$	420,983		$	549,723

Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures		52,311			1		—			—			416			—			—			—			417
Issuance of LTIP Units for equity incentive plan compensation		—			—		—			—			—			—			—			2,517			2,517
Issuance of C-LTIP Units to the Manager		—			—		—			—			—			—			—			630			630
Common stock distributions declared		—			—		—			—			—			(1,534)			—			—			(1,534)
Series A Preferred Stock distributions declared		—			—		—			—			—			(7,831)			—			—			(7,831)
Series A Preferred Stock accretion		—			—		—			—			—			(3,933)			—			—			(3,933)
Series B Preferred Stock distributions declared		—			—		—			—			—			(356)			—			—			(356)
Series B Preferred Stock accretion		—			—		—			—			—			(350)			—			—			(350)
Distributions to Operating Partnership noncontrolling interests		—			—		—			—			—			—			—			(3,496)			(3,496)
Distributions to partially owned properties’ noncontrolling interests		—			—		—			—			—			—			—			(7,184)			(7,184)
Acquisition of noncontrolling interests		—			—		—			—			(51)			—			—			(199)			(250)
Contributions from noncontrolling interests		—			—		—			—			—			—			—			32,843			32,843
Total comprehensive income		—			—		—			—			—			—			45			102			147
Cash redemption of Series A Preferred Stock		—			—		—			—			96			—			—			—			96
Adjustment for noncontrolling interest ownership in the Operating Partnership		—			—		—			—			(588)			—			—			588			—
Adjustment for noncontrolling interest ownership in partially owned properties		—			—		—			—			703			—			—			(703)			—
Net income (loss)		—			—		—			—			—			2,416			—			(30,151)			(27,735)
Balance, September 30, 2026		4,099,425		$	41		8,489		$	—		$	122,065		$	(4,388)		$	56		$	415,930		$	533,704

See Notes to Consolidated Financial Statements

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BLUEROCK HOMES TRUST, INC.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(In thousands, except share amounts)



		Class A Common Stock					Class C Common Stock											Accumulated
												Additional						Other
		Number of					Number of					Paid-in			Accumulated			Comprehensive		Noncontrolling
		Shares		Par Value			Shares		Par Value			Capital			Earnings			(Loss) Income		Interests			Total Equity
Balance, January 1, 2025		3,953,919		$	40		8,489		$	—		$	118,495		$	20,709		$	(164)	$	327,657		$	466,737

Issuance of restricted Class A common stock for equity incentive plan compensation, net of shares withheld for employee taxes and forfeitures		84,609			—		—			—			408			—			—		—			408
Issuance of LTIP Units for equity incentive plan compensation		—			—		—			—			—			—			—		2,511			2,511
Issuance of C-LTIP Units to the Manager		—			—		—			—			—			—			—		665			665
Common stock distributions declared		—			—		—			—			—			(1,511)			—		—			(1,511)
Series A Preferred Stock distributions declared		—			—		—			—			—			(6,681)			—		—			(6,681)
Series A Preferred Stock accretion		—			—		—			—			—			(3,370)			—		—			(3,370)
Distributions to Operating Partnership noncontrolling interests		—			—		—			—			—			—			—		(3,423)			(3,423)
Distributions to partially owned properties’ noncontrolling interests		—			—		—			—			—			—			—		(1,221)			(1,221)
Acquisition of noncontrolling interests		—			—		—			—			2,659			—			—		(3,713)			(1,054)
Contributions from noncontrolling interests		—			—		—			—			—			—			—		72,369			72,369
Total comprehensive income		—			—		—			—			—			—			187		418			605
Cash redemption of Operating Partnership Units		—			—		—			—			8			—			—		(12)			(4)
Holder redemption of Series A Preferred Stock and conversion into Class A common stock		9,550			—		—			—			110			—			—		—			110
Cash redemption of Series A Preferred Stock		—			—		—			—			60			—			—		—			60
Adjustment for noncontrolling interest ownership in the Operating Partnership		—			—		—			—			(4,964)			—			—		4,964			—
Adjustment for noncontrolling interest ownership in partially owned properties		—			—		—			—			4,303			—			—		(4,303)			—
Net income (loss)		—			—		—			—			—			1,430			—		(24,547)			(23,117)
Balance, September 30, 2025		4,048,078		$	40		8,489		$	—		$	121,079		$	10,577		$	23	$	371,365		$	503,084

See Notes to Consolidated Financial Statements

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BLUEROCK HOMES TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)



		Nine Months Ended
		September 30,
		2026		2025
Cash flows from operating activities
Net loss		$	(27,735)	$	(23,117)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization			26,073		23,170
Amortization of fair value adjustments			359		244
Income from preferred equity investments			(6,072)		(7,199)
Share of net earnings of equity method investment			(1,256)		(717)
Gain on sale of real estate investments, net			(703)		(1,989)
Impairment of real estate investments			2,160		4,372
Gain on sale of available-for-sale investments, net			—		(3,212)
Fair value adjustment of interest rate caps and swaps			126		1,727
Provision for (recovery of) credit losses, net			146		(104)
Loss on extinguishment of debt costs			37		12
Noncash operating lease expense			479		451
Distributions of income from preferred equity investments			—		22,000
Distributions of income from investments in unconsolidated real estate funds			830		270
Share-based compensation attributable to equity incentive plan			3,244		3,119
Share-based compensation to Manager – C-LTIP Units			630		665
Changes in operating assets and liabilities:
Due (from) to affiliates, net			(3,823)		1,845
Accounts receivable, prepaids and other assets			(2,143)		(1,712)
Notes and accrued interest receivable			(386)		470
Accounts payable and other accrued liabilities			4,097		8,159
Net cash (used in) provided by operating activities			(3,937)		28,454

Cash flows from investing activities:
Acquisitions of real estate investments			(18,613)		(155,761)
Capital expenditures			(18,541)		(13,663)
Investment in notes receivable			(31,434)		—
Investment in preferred equity investments			(24,895)		(11,101)
Purchase of interest rate cap			(868)		(1,564)
Proceeds from sale of real estate investments			57,684		16,794
Proceeds from sale and redemption of preferred equity investments			—		49,564
Investment in unconsolidated real estate fund			—		(25,000)
Repayments on notes receivable			—		31,700
Net cash used in investing activities			(36,667)		(109,031)

Cash flows from financing activities:
Distributions to common stockholders			(1,529)		(1,004)
Distributions to noncontrolling interests			(3,470)		(2,279)
Distributions to partially owned properties’ noncontrolling interests			(7,184)		(1,221)
Distributions to preferred stockholders			(8,070)		(6,478)
Contributions from noncontrolling interests			32,843		72,369
Purchase of interests from noncontrolling interests			(250)		(1,054)
Borrowings on mortgages payable			34,746		88,265
Repayments on mortgages payable			(26,861)		(4,865)
Proceeds from revolving credit facilities			—		42,000
Repayments on revolving credit facilities			—		(81,000)
Payments of deferred financing fees			(2,429)		(3,550)
Shares withheld for employee taxes upon vesting of awards			(311)		(200)
Net proceeds from issuance of 6.0% Series A Redeemable Preferred Stock			4,172		32,281
Payments to redeem 6.0% Series A Redeemable Preferred Stock			(1,892)		(637)
Net proceeds from issuance of 7.5% Series B Redeemable Preferred Stock			13,991		—
Payments to redeem Operating Partnership Units			—		(4)
Net cash provided by financing activities			33,756		132,623

Net (decrease) increase in cash, cash equivalents and restricted cash		$	(6,848)	$	52,046
Cash, cash equivalents and restricted cash, beginning of year			194,462		131,241
Cash, cash equivalents and restricted cash, end of period		$	187,614	$	183,287

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents		$	165,206	$	162,732
Restricted cash			22,408		20,555
Total cash, cash equivalents and restricted cash, end of period		$	187,614	$	183,287

Supplemental disclosure of cash flow information
Cash paid for interest (net of interest capitalized)		$	16,951	$	13,799
Cash paid for income taxes		$	647	$	—

Supplemental disclosure of non-cash investing and financing activities
Distributions payable to common stockholders – declared and unpaid		$	513	$	507
Distributions payable to noncontrolling interests – declared and unpaid		$	1,172	$	1,145
Distributions payable to preferred stockholders – declared and unpaid		$	967	$	819
Repayment of revolving credit facility with borrowings on mortgages payable		$	—	$	60,000
Capital expenditures held in accounts payable and other accrued liabilities		$	2,601	$	1,371

See Notes to Consolidated Financial Statements

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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 September 30, 2026, the Company held twenty-five real estate investments, consisting of eighteen consolidated investments, five preferred equity investments, one loan investment, and one unconsolidated real estate fund investment. The twenty-three consolidated and preferred equity investments represent an aggregate of 5,321 residential units, comprised of 4,172 consolidated units, of which 440 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development.

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 September 30, 2026, limited partners other than the Company owned approximately 69.54% of the common units of the Operating Partnership, of which 54.61% were held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 14.93% were held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 2.49% which were not vested at September 30, 2026.

Certain prior year amounts 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) and on the consolidated statement of cash flows are now presented separately within impairment of real estate investments. 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 nine months ended September 30, 2026, there were no material changes to these policies.

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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 on its consolidated balance sheets, and it earns a fixed return on these investments which is included within income from preferred equity investments on its consolidated statements of operations and comprehensive income (loss). AFS debt securities are carried at fair value on 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 (loss) on its consolidated balance sheets, and as a component of other comprehensive income (loss) on 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 September 30, 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.

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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 six months. Amortization expense related to in-place leases was zero and $0.5 million, and $2.1 million and $3.6 million, for the three and nine months ended September 30, 2026 and 2025, respectively.

The following table summarizes the Company’s in-place lease intangible assets at September 30, 2026 and December 31, 2025 (amounts in thousands):



		September 30,			December 31,
		2026			2025
Gross carrying value		$	12,894		$	13,359
Accumulated amortization			(12,894)			(11,295)
Net carrying value		$	—		$	2,064

The following table summarizes the Company’s in-place lease activity for the nine months ended September 30, 2026 and year ended December 31, 2025 (amounts in thousands):



		September 30,			December 31,
		2026			2025
Beginning balances as of January 1, 2026 and 2025, respectively		$	2,064		$	2,749
Acquisitions			—			3,905
Amortization			(2,064)			(4,590)
In-place lease intangible assets, net, end of period		$	—		$	2,064

Real estate tax abatement - In connection with the acquisition of Skytop Apartments in September 2025, the Company allocated approximately $5.5 million of the purchase price to a real estate tax abatement, which is recorded within other intangible assets, net on the Company’s consolidated balance sheets. The tax abatement is being amortized on a straight-line basis over its estimated remaining useful life of approximately 12.3 years. During the three and nine months ended September 30, 2026, the Company recorded amortization expense of $0.1 million and $0.3 million, respectively, related to the tax abatement. No amortization expense related to the tax abatement was recorded during the corresponding periods ended September 30, 2025.

The following table summarizes the real estate tax abatement at September 30, 2026 and December 31, 2025 (amounts in thousands):



		September 30,			December 31,
		2026			2025
Gross carrying value		$	5,534		$	5,534
Accumulated amortization			(418)			(104)
Net carrying value		$	5,116		$	5,430

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The following table presents the estimated future amortization expense of the real estate tax abatement as of September 30, 2026 (amounts in thousands):



Year		Total
2026		$	104
2027			418
2028			418
2029			418
2030			418
Thereafter			3,340
		$	5,116

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. During the three and nine months ended September 30, 2025, the Company recognized an impairment loss of approximately $3.8 million related to its Peak JV 2 portfolio, which is included in the Company’s scattered single-family homes segment. The impairment loss is reflected in impairment of real estate investments on the Company’s consolidated statements of operations and comprehensive income (loss). Of the total impairment loss, approximately $3.5 million was attributable to a revised hold period assessment for 75 units within the portfolio, all of which were sold in 2026. The remaining $0.3 million impairment was driven by deterioration in submarket conditions. No impairment losses were recorded on operating real estate or related intangible assets during the three and nine months ended September 30, 2026.

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 September 30, 2026 and December 31, 2025, the Company classified an aggregate of 91 units and 107 units, respectively, as held for sale on its consolidated balance sheets, with all units reported in the Company’s scattered single-family homes segment. At September 30, 2025, the Company classified an aggregate of 84 units as held for sale. For the three and nine months ended September 30, 2026 and 2025, the Company recorded impairments of $1.0 million and $0.4 million, and $2.2 million and $0.6 million, respectively, related to held for sale units which is included in impairment of real estate investments on its consolidated statements of operations and comprehensive income (loss).

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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 and nine months ended September 30, 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.

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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.

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 (loss).

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.

Notes Receivable

The Company estimates provision for credit losses on its loan investments (notes receivable) under CECL. This method is based on expected credit losses for the life of the investment as of each balance sheet date. The method for calculating the estimate of expected credit loss considers historical experience and current conditions for similar loans and reasonable and supportable forecasts about the future.

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The Company generally estimates its provision for credit losses using a collective approach for investments with similar risk characteristics, such as collateral and duration of investment. In measuring the CECL provision for investments that share similar characteristics, the Company applies a default rate to the investments for the remaining loan investment hold period. As the Company does not have a significant historical population of loss data on its loan investments, the Company’s default rate utilized for CECL is based on an external historical loss rate for commercial real estate loans. As of September 30, 2026, the Company held a single note receivable of $31.4 million.

The Company also performs an individual investment assessment of expected credit losses. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if the Company determines that it is probable that it will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that loan investment is not considered fully recoverable and a provision for credit loss is recorded.

In estimating the value of the underlying collateral when determining if a loan investment is fully recoverable, the Company evaluates estimated future cash flows to be generated from the collateral underlying the investment. The inputs and assumptions utilized to estimate the future cash flows of the underlying collateral are based upon the Company’s evaluation of the operating results, economy, market trends, and other factors, including judgments regarding costs to complete any construction activities, lease-up and occupancy rates, rental rates, and capitalization rates utilized to estimate the projected cash flows at the disposition. The Company may also obtain a third-party valuation which may value the collateral through an “as-is” or “stabilized value” methodology. If upon completion of the valuation the fair value of the underlying collateral securing the investment is less than the net carrying value, the Company records a provision for credit loss on that loan investment and removes the investment from the CECL collective analysis described above.

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. Amid rapidly accelerating inflation in the first half of 2023, the Federal Reserve raised interest rates four times during the year. Although the Federal Reserve reduced interest rates in 2024 and 2025, it raised rates by 25 basis points in September 2026 as inflation rose. There can be no assurance that the Federal Reserve will not continue to raise interest rates to curb inflation. 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.

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Note 3 – Acquisition of Real Estate

Parkside at Summers Corner

During 2026, the Company acquired, with full ownership interest, an additional 70 units at Parkside at Summers Corner for an aggregate purchase price of $18.0 million. Units are to be acquired in tranches as construction is completed, and as of September 30, 2026, the Company acquired 82 of the total 100 units it has committed to purchase.

Purchase Price Allocation

The real estate acquisitions described above have been accounted for as asset acquisitions. The purchase prices were allocated to the acquired assets based on their respective estimated fair values at the acquisition dates. The following table summarizes the allocation of the purchase price to the assets acquired for acquisitions completed during the nine months ended September 30, 2026 and 2025 (amounts in thousands):



		Nine Months Ended September 30,
Purchase Price Allocation		2026			2025
Land		$	1,841		$	15,723
Building			15,229			104,504
Building improvements			505			3,632
Land improvements			716			17,290
Furniture and fixtures			322			3,849
Construction in process			—			2,551
Other intangible assets, net			—			8,212
Total assets acquired ⁽¹⁾		$	18,613		$	155,761

(1)

For 2026, the $18.6 million of total assets acquired includes $0.5 million of acquisition expenses that have been capitalized as the 70 units acquired at Parkside at Summers Corner have been accounted for as asset acquisitions. For 2025, the $155.8 million of total assets acquired includes $8.4 million of acquisition expenses that have been capitalized as the acquisitions have been accounted for as asset acquisitions.

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Note 4 – Sale of Real Estate Assets

Sales of Consolidated Operating Units

During the three months ended September 30, 2026, the Company closed on the following sales: 20 units in the Ballast portfolio, 26 units in the Golden Pacific portfolio, 1 unit in the ILE portfolio, 7 units in the Indy-Springfield portfolio, and 75 units in the Peak JV 2 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements. The 129 units, including 113 units classified as held for sale as of June 30, 2026, were all previously classified as held for sale and sold for an aggregate of approximately $22.8 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering the 1 unit in the ILE portfolio of approximately $0.2 million, the sales of the 129 units generated net proceeds of approximately $20.4 million and a loss on sales of approximately $0.2 million. The loss on sales is included in (loss) gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income (loss).

During the nine months ended September 30, 2026, the Company closed on the following sales: 55 units in the Ballast portfolio, 73 units in the Golden Pacific portfolio, 30 units in the ILE portfolio, 15 units in the Indy-Springfield portfolio, 106 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 321 units, including 99 units classified as held for sale as of December 31, 2025, were all previously classified as held for sale and sold for an aggregate of approximately $62.6 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering 28 units in the ILE portfolio of approximately $4.0 million, the sales of the 321 units generated net proceeds of approximately $53.4 million and a gain on sales of approximately $0.7 million. The gain on sales is included in (loss) gain on sale of real estate investments, net on the Company’s consolidated statements of operations and comprehensive income (loss).

Held for Sale

As of September 30, 2026 and December 31, 2025, the Company classified an aggregate of 91 units and 107 units, respectively, as held for sale on its consolidated balance sheets, with all units reported in the Company’s scattered single-family homes segment. The 91 units classified as held for sale at September 30, 2026 are included in the following portfolios: 21 units of Ballast, 65 units of Golden Pacific, 1 unit of ILE, 3 units of Indy-Springfield, and 1 unit of Peak JV 2. As of September 30, 2025, the Company classified an aggregate of 84 units as held for sale, with all units reported in the Company’s scattered single-family homes segment. For the three and nine months ended September 30, 2026 and 2025, the Company recorded impairments of $1.0 million and $0.4 million, and $2.2 million and $0.6 million, respectively, related to held for sale units which is included in impairment of real estate investments on its 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 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.

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Note 5 – Investments in Real Estate

As of September 30, 2026, the Company held eighteen consolidated investments and six preferred equity and loan investments. The following tables provide summary information regarding the Company’s consolidated investments and preferred equity and loan investments.

Consolidated Investments



				Number of		Ownership
Operating Investment Name		Location / Market		Units ⁽¹⁾		Interest
Residential Communities
Allure at Southpark		Charlotte, NC		350		98	%
Amira at Westly		Tampa, FL		408			⁽²⁾
Avenue at Timberlin Park		Jacksonville, FL		200		100	%
District at Parkview ⁽³⁾		Stone Mountain, GA		264		3	%
Skytop Apartments		Cincinnati, OH		361			⁽²⁾
Southern Pines Reserve		Aberdeen, NC		272			⁽²⁾
Villas at Huffmeister		Houston, TX		294		95	%
Wayford at Concord		Concord, NC		150		83	%
Yauger Park Villas		Olympia, WA		80		95	%
Total Residential Communities Units				2,379

Scattered Single-Family Homes
Ballast		AZ / CO / WA		29		95	%
Golden Pacific		IN / KS / MO		88		97	%
ILE		TX / SE US		420		95	%
Indy-Springfield		IN / MO		289		100	%
Peak JV 2		Various / TX		443		100	%
Savannah-84		Savannah, GA		84		100	%
Total Scattered Single-Family Homes				1,353
Total Operating Units				3,732

Development / Lease-up Investment Name
Residential Communities
Abode Wendell Falls ⁽⁴⁾		Wendell, NC		170		100	%
Harmony at Clear Creek ⁽⁴⁾		Shawnee, KS		188		85	%
Parkside at Summers Corner⁽⁵⁾		Summerville, SC		82		100	%
Total Development Units				440
Total Units				4,172

(1)	Total number of units includes an aggregate of 91 units classified as held for sale, with such units included in the following portfolios: 21 units of Ballast, 65 units of Golden Pacific, 1 unit of ILE, 3 units of Indy-Springfield, and 1 unit of Peak JV 2.

(2)

Amira at Westly, Skytop Apartments and Southern Pines Reserve are held through the Company’s DST Program (refer to Note 9 for further information). The Amira at Westly DST and Southern Pines Reserve DST have been fully subscribed, and the Skytop Apartments DST substantially subscribed, with equity from individual investors.

(3)	District at Parkview is held through the Company’s DST Program.

(4)	Represents development projects. As of September 30, 2026, 15 units had been delivered at Abode Wendell Falls; no units had been delivered at Harmony at Clear Creek.

(5)	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 the Company has committed to acquire, 82 units had been acquired as of September 30, 2026.

Depreciation expense was $7.1 million and $6.3 million, and $21.6 million and $17.8 million, for the three and nine months ended September 30, 2026 and 2025, respectively.

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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 zero and $0.5 million, and $2.1 million and $3.6 million, for the three and nine months ended September 30, 2026 and 2025, respectively.

Preferred Equity and Loan Investments



				Actual /
				Planned
				Number of
Residential Investment Name		Location		Units
Development
Archer at RiverBlue		Asheville, NC		245
Canvas at Wildwood		Wildwood, FL		224
Sanford Marketplace		Sanford, NC		300
Total Development Units				769

Lease-up
River Ford		Brunswick, GA		170
Total Lease-up Units				170

Operating ⁽¹⁾
Wayford at Innovation Park		Charlotte, NC		210
Total Operating Units				210
Total Residential Units				1,149

Commercial / Office Investment Name
HPE Office and Lab Facility		Sunnyvale, CA			⁽²⁾

⁽¹⁾	Operating investment represents a stabilized operating property.

⁽²⁾	HPE Office and Lab Facility is an approximately 340,000 square foot, 8-story Class A commercial building. Refer to Note 6 for further information.

Note 6 – Notes and Interest Receivable

At September 30, 2026, the Company, through a wholly-owned subsidiary of the Operating Partnership, held one loan investment. The Company earns a return on its investment which is recorded in interest income from notes receivable on its consolidated statement of operations and comprehensive income (loss). The Company held no loan investments at December 31, 2025.

HPE Loan Financing

On August 27, 2026, the Company entered into an agreement to provide a secured loan in the maximum amount of $33.1 million (the “HPE Loan”), of which $31.4 million was funded as of September 30, 2026, to BR HPE ZC Investment Co, LLC (the “Borrower”), which is a wholly owned subsidiary of SARV HPE DST Investor, LLC (formerly known as BAM RK DST Investor, LLC), which is a wholly owned subsidiary of SARV Holdings, LLC (formerly known as Bluerock Asset Management, LLC), which is an affiliate of Bluerock Homes Manager, LLC (the “Manager”), the Company’s external Manager. The proceeds of the HPE Loan were used to fund a portion of the Borrower’s acquisition of Class II Interests in a Delaware Statutory Trust (the “Trust”). The Trust acquired, through a sale-leaseback transaction, an approximately 340,000 square foot, 8-story Class A office and lab facility located in Sunnyvale, California (the “HPE Office and Lab Facility”), subject to a long-term bondable net lease guaranteed by an investment-grade tenant.

The HPE Loan bears interest at a fixed rate of 13.0% per annum, matures in August 2029, and is secured by a pledge of the Borrower’s interest in the Trust. The HPE Loan is structured to be repaid from the proceeds of a private placement syndication of the Trust’s Class I Interests. As of September 30, 2026, accrued interest receivable related to the HPE Loan was $0.3 million. Interest on the HPE Loan is paid-in-kind and is capitalized monthly into the loan’s outstanding principal balance.

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Allowance for Credit Losses

The allowance for credit losses of the Company’s loan investments at September 30, 2026 and December 31, 2025 are summarized in the table below (amounts in thousands).



		September 30,			December 31,
		2026			2025
Beginning balance, net as of January 1, 2026 and 2025, respectively		$	—		$	103
Provision for (recovery of) credit losses, net ⁽¹⁾			146			(103)
Allowance for credit losses, net, end of period		$	146		$	—

⁽¹⁾

Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets. The provision for credit losses during the nine months ended September 30, 2026 was attributable to the addition of the HPE Loan. The recovery of credit losses during the year ended December 31, 2025 was due to the repayment in full of two investments.

Following is a summary of the interest income from notes receivable for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands).



		Three Months Ended						Nine Months Ended
		September 30,						September 30,
Investment Name			2026		2025				2026	2025
HPE Office and Lab Facility		$	386		$	—		$	386	$	—
Wayford at Pringle ⁽¹⁾			—			—			—		327
Willow Park ⁽¹⁾			—			—			—		271
Total		$	386		$	—		$	386	$	598

(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.

Note 7 – Investment in Unconsolidated Real Estate Fund

At September 30, 2026, the Company, through a wholly-owned subsidiary of the Operating Partnership, had one investment in an unconsolidated real estate fund which is accounted for under the equity method. The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in share of net earnings of equity method investment on its consolidated statements of operations and comprehensive income (loss).

The carrying amount and ownership percentage of the Company’s investment in the unconsolidated real estate fund at September 30, 2026 and December 31, 2025 is summarized below (amounts in thousands):



		September 30, 2026					December 31, 2025
		Company Ownership		Carrying			Company Ownership		Carrying
Investment Name		Percentage⁽¹⁾		Value			Percentage ⁽¹⁾		Value
Marble Capital Income and Impact Fund, LP (“Marble Fund”) ⁽²⁾		11.9	%	$	26,261		11.6	%	$	25,692
Total				$	26,261				$	25,692

(1)	Represents the Company’s ownership percentage as of the last day in the period presented.

(2)	The Company accounts for its investment in the Marble Fund under the equity method as the Company considers its degree of influence to be significant.

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Summary combined financial information for the Company’s investment in the unconsolidated real estate fund at June 30, 2026 and December 31, 2025, and for the three and six months ended June 30, 2026 and 2025, is summarized below (amounts in thousands):



		June 30,			December 31,
Balance Sheet		2026			2025
Investments		$	221,194		$	220,051
Cash and cash equivalents			130			7,359
Receivables and other assets			2,448			3,072
Total assets		$	223,772		$	230,482

Liabilities		$	2,838		$	10,394
Partners’ capital			220,831			219,985
Non-controlling interest			103			103
Total liabilities and partners’ capital		$	223,772		$	230,482



		Three Months Ended						Six Months Ended
		June 30,						June 30,
Operating Statement			2026			2025			2026			2025
Investment income		$	3,659		$	2,637		$	6,599		$	5,183
Expenses			(647)			(531)			(1,252)			(966)
Net investment income			3,012			2,106			5,347			4,217

Net unrealized gain on investments			3,146			6,333			3,672			6,507
Net increase from non-controlling interest			—			(3)			—			—
Net increase in partners’ capital		$	6,158		$	8,436		$	9,019		$	10,724

Note 8 – Preferred Equity Investments

At September 30, 2026, the Company, through wholly-owned subsidiaries of the Operating Partnership, had entered into five joint venture agreements for preferred equity investments which are classified as available-for-sale debt securities. The Company earns a fixed return on these investments which is included within income from preferred equity investments on its consolidated statements of operations and comprehensive income (loss). Each joint venture’s purpose is to develop or operate a portfolio of residential units.

The carrying amount of the Company’s preferred equity investments at September 30, 2026 and December 31, 2025 is summarized in the table below (amounts in thousands):



		September 30,			December 31,
Investment Name		2026			2025
Archer at RiverBlue		$	6,213		$	—
Canvas at Wildwood			16,066			9,862
River Ford			6,702			5,391
Sanford Marketplace			16,211			5,044
Wayford at Innovation Park			15,400			15,400
Total		$	60,592		$	35,697
Gross unrealized gain, net			188			41
Total, net		$	60,780		$	35,738

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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 September 30, 2026 (amounts in thousands):



		Available-for-sale
		Net carrying amount			Fair value
Due within one year		$	22,105		$	22,105
Due after one year through three years			38,675			38,675
Due after three years			—			—
Total		$	60,780		$	60,780

The following table summarizes the Company’s income from preferred equity investments for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands):



		Three Months Ended September 30,						Nine Months Ended September 30,
Investment Name		2026			2025			2026			2025
Archer at RiverBlue		$	162		$	—		$	245		$	—
Canvas at Wildwood			765			258			1,883			524
Chandler⁽¹⁾			—			518			—			1,536
Indigo Cove ⁽²⁾			—			—			—			200
River Ford			353			238			946			642
Sanford Marketplace			713			74			1,470			74
The Cottages at Myrtle Beach ⁽¹⁾			—			—			—			815
The Cottages of Port St. Lucie ⁽¹⁾			—			182			—			1,552
Wayford at Innovation Park			515			513			1,528			1,478
Wayford at Pringle ⁽²⁾			—			—			—			378
Total income from preferred equity investments ⁽³⁾		$	2,508		$	1,783		$	6,072		$	7,199

(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 and nine months ended September 30, 2026 and 2025, the accrued portion of total income was $2.5 million and $1.6 million, and $6.1 million and $4.3 million, respectively. At September 30, 2026 and December 31, 2025, the Company had $13.9 million and $7.9 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net on its consolidated balance sheets.

Preferred Equity Investment Summary

In February 2026, the Company increased its original capital commitment for preferred equity interests in Canvas at Wildwood by $1.5 million, increasing its total investment to $16.1 million. As of September 30, 2026, the Company funded $45.2 million of its $48.8 million aggregate commitment to fund capital for preferred equity interests in Archer at RiverBlue, Canvas at Wildwood, River Ford, and Sanford Marketplace.

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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 two years after full syndication. As the Company is the primary beneficiary of the DST Property for financial reporting purposes, the Company consolidates the DST Property and operations in its financial statements.

Under the master lease, a wholly-owned indirect subsidiary of the Operating Partnership is responsible for subleasing the property to tenants, paying certain underlying costs associated with operating the property, and remitting rent to the DST that owns such property.

The following table summarizes the Company’s DST Program offerings as of September 30, 2026 (amounts in thousands). As of such date, District at Parkview was the only DST Program offering with equity interests remaining available for subscription by individual investors.



				Net Offering Proceeds
Investment		Location		Raised			Net Real Estate Investments
Amira at Westly		Tampa, FL		$	59,812		$	100,378
District at Parkview		Stone Mountain, GA			34,013			66,237
Skytop Apartments		Cincinnati, OH			41,117			81,661
Southern Pines Reserve		Aberdeen, NC			34,224			55,660
Total				$	169,166		$	303,936

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 (the “KeyBank Credit Facility”) with KeyBank National Association (“KeyBank”) related to the Company’s DST Program. The KeyBank Credit Facility provided for a revolving loan with a maximum commitment amount of $50 million. The Company provided a guarantee on any outstanding balance and up to the full commitment and pledged interests in certain assets as collateral. The KeyBank Credit Facility contained certain financial and operating covenants and had no outstanding balance as of September 30, 2026 and December 31, 2025. The KeyBank Credit Facility matured on October 25, 2026 with no outstanding amounts.

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Note 11 – Mortgages Payable

The following table summarizes certain information at September 30, 2026 and December 31, 2025 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):



		Outstanding Principal						As of September 30, 2026
		September 30,			December 31,					Interest-only
Property		2026			2025			Interest Rate		through date		Maturity Date
Fixed Rate:
Allure at Southpark		$	55,166		$	55,166		5.58	%	Interest-only		January 1, 2030
Amira at Westly			56,650			56,650		4.81	%	Interest-only		November 1, 2034
Avenue at Timberlin Park			23,660			23,660		5.47	%	August 2027		August 1, 2029
District at Parkview			38,625			38,625		5.18	%	Interest-only		January 1, 2036
ILE ⁽¹⁾			4,334			23,096		6.00	%	⁽²⁾		August 9, 2028
Skytop Apartments			57,525			57,525		4.98	%	Interest-only		October 1, 2035
Southern Pines Reserve			30,739			30,739		5.13	%	Interest-only		May 1, 2035
Villas at Huffmeister			26,452			26,846		3.56	%	⁽²⁾		October 1, 2029
Yauger Park Villas ⁽³⁾			—			13,720
Total Fixed Rate		$	293,151		$	326,027

Floating Rate:
Abode Wendell Falls ⁽⁴⁾		$	8,326		$	—		6.58	%	Interest-only		September 1, 2029
DB Loan ⁽⁵⁾			55,000			60,000		5.45	%	Interest-only		October 4, 2027
Harmony at Clear Creek ⁽⁶⁾			1			1		6.95	%	Interest-only		September 30, 2028
ILE ⁽⁷⁾			32,797			21,782		6.95	%	Interest-only		⁽⁷⁾
Parkside at Summers Corner⁽⁸⁾			11,870			—		5.93	%	Interest-only		May 26, 2029
Wayford at Concord ⁽⁹⁾			32,973			32,973		4.73	%	May 2027		May 1, 2029
Yauger Park Villas⁽³⁾			14,550			—		5.51	%	Interest-only		April 1, 2033
Total Floating Rate		$	155,517		$	114,756
Total		$	448,668		$	440,783
Fair value adjustments			(1,716)			(2,075)
Deferred financing costs, net			(10,965)			(10,316)
Total mortgages payable		$	435,987		$	428,392

(1)

At December 31, 2025, ILE’s fixed rate debt represented the aggregate debt outstanding across three separate credit agreements. Of the outstanding balance at December 31, 2025, one credit agreement (“CA1”) had a balance of $15.3 million at a fixed rate of 3.75%; the second credit agreement (“CA2”) had a balance of $3.4 million at a fixed rate of 3.50%; and the third credit agreement (“CA3”) had a balance of $4.4 million at a fixed rate of 6.00%. CA1 matured on June 7, 2026 (refer to note 7 below for further information regarding CA1), CA2 was paid off in full in March 2026, and as of September 30, 2026, CA3 is the only ILE fixed rate debt outstanding. CA3 matures in 2028 and bears interest at a floating rate that is subject to an interest rate swap to effectuate a fixed rate; refer to Note 13 for further information. CA3 contains certain financial and operating covenants, including minimum liquidity and minimum debt service coverage.

(2)	The loan requires monthly payments of principal and interest.

(3)

In April 2026, the Company entered into a new floating rate loan and paid off the previous fixed rate senior and supplemental loans. The Yauger Park Villas loan bears interest at the 30-day average SOFR (3.65% in September 2026) plus 1.86%. SOFR rate is subject to a 7.05% rate cap through March 2029; refer to Note 13 for further information. The Yauger Park Villas loan contains certain financial and operating covenants, including a minimum net worth requirement for the Company, which is a guarantor on the loan.

(4)

In August 2026, the Company entered into a new floating rate loan. The Abode Wendell Falls loan bears interest at one-month Term SOFR (3.68% in September 2026) plus 2.90%, subject to a 5.70% rate floor. The Term SOFR rate is subject to a 5.25% rate cap through the loan’s initial maturity; refer to Note 13 for further information. The loan was funded through two promissory notes totaling a maximum commitment of $37.1 million, and contains certain financial and operating covenants. The loan has two (2) one-year extension options available, subject to certain conditions.

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(5)

The Deutsche Bank loan (“DB Loan”) bears interest at one-month Term SOFR (3.69% in September 2026) plus 2.95%. The Term SOFR rate is subject to a 2.50% rate cap through April 2027; refer to Note 13 for further information. The DB Loan contains certain financial and operating covenants, including maximum leverage, minimum debt yield and minimum debt service coverage.

(6)	Represents a construction loan with a maximum commitment of $46.5 million. At September 30, 2026, a negligible amount was drawn on the loan.

(7)

ILE’s floating rate debt represents the aggregate debt outstanding across two separate credit agreements. Of the outstanding balance, one credit agreement (“CA4”) had a balance of $19.7 million as of September 30, 2026 and bears interest at one-month Term SOFR (3.74% in September 2026) plus 2.85%, subject to a 6.50% rate floor, and contains a minimum debt service coverage covenant. CA4 matures in 2027. The second credit agreement (“CA1”) had a balance of $13.1 million as of September 30, 2026. In July 2026, the Company and lender amended CA1 to extend the maturity date to October 7, 2026. In October 2026, the Company and the lender further amended CA1 to extend the maturity date to September 5, 2027; refer to Note 18 for further information.

(8)

In May 2026, the Company entered into a new floating rate loan. The Parkside at Summers Corner loan bears interest at one-month Term SOFR (3.68% in September 2026) plus an initial margin of 2.25%. The margin can be reduced to 2.00% if certain debt service coverage ratio requirements are met. SOFR rate is subject to a rate floor of 2.25%. The Parkside at Summers Corner loan has a maximum commitment of $16.4 million and contains a minimum debt service covenant. The loan has two (2) one-year extension options available, subject to certain conditions.

(9)	The Wayford at Concord loan bears interest at the 30-day average SOFR (3.65% in September 2026) plus 2.23%. SOFR rate is subject to a 2.50% rate cap through April 2027; refer to Note 13 for further information.

Deferred financing costs

Costs incurred in obtaining long-term financing are amortized on a straight-line basis to interest expense over the terms of the related financing agreements, as applicable, which approximates the effective interest method. Amortization of deferred financing costs, including any amounts related to the revolving credit facility (refer to Note 10 for further information), for the three and nine months ended September 30, 2026 and 2025 was $0.7 million and $0.5 million, and $2.1 million and $1.7 million, respectively.

Fair value adjustments of debt

The Company records a fair value adjustment based upon the fair value of the loans on the date they were assumed in conjunction with acquisitions. The fair value adjustments are being amortized to interest expense over the remaining life of the loans. Amortization of fair value adjustments for the three and nine months ended September 30, 2026 and 2025 was $0.1 million and $0.1 million, and $0.4 million and $0.2 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 debt modification costs during the three and nine months ended September 30, 2026 and 2025.

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Debt maturities

The following table summarizes the Company’s contractual principal payments of its borrowings at September 30, 2026 for the five subsequent years and thereafter (amounts in thousands):



Year		Total
2026 (October 1 – December 31)		$	13,246
2027			75,819
2028			5,703
2029			100,645
2030			55,166
Thereafter			198,089
		$	448,668
Add: Unamortized fair value debt adjustment			(1,716)
Subtract: Deferred financing costs, net			(10,965)
Total		$	435,987

The net book value of real estate assets providing collateral for these above borrowings was $795.7 million at September 30, 2026.

The mortgage loans encumbering the Company’s properties are nonrecourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, the Company or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses. The mortgage loans have a period where a prepayment fee or yield maintenance would be required.

Note 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.

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Fair Value of Financial Instruments

At September 30, 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 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 September 30, 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 September 30, 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 $427.3 million and $436.4 million, respectively, compared to the carrying amounts, before adjustments for deferred financing costs, net, of $447.0 million and $438.7 million, respectively. The fair value of mortgages payable is estimated based on interest rates obtained from a third party for similar types of borrowing arrangements and accordingly, the fair value of mortgages payable is classified in Level 2 of the fair value hierarchy.

The carrying values and fair values of the Company’s financial instruments recorded at fair value on a recurring basis at September 30, 2026 and December 31, 2025 are summarized in the table below (amounts in thousands):



		September 30, 2026				December 31, 2025
		Carrying Value		Fair Value		Carrying Value		Fair Value
Assets
Preferred equity investments ⁽¹⁾	Level 3	$	60,780	$	60,780	$	35,738	$	35,738
Derivative financial instruments ⁽²⁾	Level 2		1,441		1,441		679		679

⁽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.

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The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three and nine months ended September 30, 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						Nine Months Ended
		September 30,						September 30,
Investment in operating units classified as held for sale (Level 3)		2026			2025			2026			2025
Pre-impairment amount		$	9,808		$	7,164		$	10,462		$	7,189
Total impairments ⁽¹⁾			(1,039)			(384)			(1,184)			(409)
Fair value ⁽²⁾		$	8,769		$	6,780		$	9,278		$	6,780

⁽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 market conditions at the time of evaluation.

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. During the three and nine months ended September 30, 2025, the Company recognized an impairment loss of approximately $3.8 million related to its Peak JV 2 portfolio, which is included in the Company’s scattered single-family homes segment. The impairment loss is reflected in impairment of real estate investments on the Company’s consolidated statements of operations and comprehensive income (loss). Of the total impairment loss, approximately $3.5 million was attributable to a revised hold period assessment for 75 units within the portfolio, all of which were sold in 2026. The remaining $0.3 million impairment was driven by deterioration in submarket conditions. No impairment losses on operating real estate and related intangible assets were recorded during the three and nine months ended September 30, 2026.

The Company’s operating units for which it had recorded impairments, measured at fair value on a non-recurring basis, for the three and nine months ended September 30, 2025 are summarized in the table below (amounts in thousands). The operating units for which the Company had recorded impairment losses were all reported in the Company’s scattered single-family homes segment. The Company had no operating units for which it recorded impairments during the corresponding periods ended September 30, 2026.



		Three Months Ended			Nine Months Ended
		September 30,			September 30,
Investment in operating units (Level 3)		2025			2025
Pre-impairment amount		$	12,980		$	12,980
Total impairments ⁽¹⁾			(3,792)			(3,792)
Fair value ⁽²⁾		$	9,188		$	9,188

(1)	Impairment amounts are included in impairment of real estate investments on the Company’s consolidated statements of operations and comprehensive income (loss).

(2)

Operating real estate assets for which the Company has recorded impairment losses are reported at the lower of their carrying value or estimated fair value and are included within total net operating real estate investments on the Company’s consolidated balance sheets. The estimated fair value is based on discussions with third-party brokers and market conditions at the time of evaluation.

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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 September 30, 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 $115.2 million of the Company’s debt. The following table summarizes the Company’s derivative financial instruments at September 30, 2026 ($ in thousands):



		Interest Rate Caps			Interest Rate Swaps
Notional balance		$	157,923		$	4,334
Number of instruments			5			1
Earliest maturity date			May 2027			August 2028
Latest maturity date			September 2029			August 2028

The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at September 30, 2026 and December 31, 2025 (amounts in thousands):



				Fair Values of Derivative
				Instruments
Derivatives not designated as hedging				September 30,			December 31,
instruments under ASC 815-20		Balance Sheet Location		2026			2025
Interest rate caps		Accounts receivable, prepaids and other assets, net		$	1,327		$	616
Interest rate swaps		Accounts receivable, prepaids and other assets, net			114			63

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 and nine months ended September 30, 2026 and 2025 (amounts in thousands):

 

The Effect of Derivative Instruments

 

on the Statements of Operations and Comprehensive Income (Loss)

Three Months Ended

Nine Months Ended

Derivatives not designated as hedging

Location of Gain (Loss)

September 30,

instruments under ASC 815-20

 

Recognized in Income

 

2026

 

2025

 

2026

 

2025

Interest rate caps

Interest expense, net

(423)

(177)

(1,451)

Interest rate swaps

Interest expense, net

(71)

(277)

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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 one-year term on each anniversary date thereafter unless earlier terminated or not renewed in accordance with the terms thereof.

The Company pays the Manager a base management fee (the “base management fee”) in an amount equal to 1.50% of the Company’s New Stockholders’ Equity (as defined in the Management Agreement) per year, as well as an incentive fee (the “incentive fee”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears. The Company is required to reimburse the Manager for certain expenses and pay all operating expenses (the “operating expense reimbursement”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears, except those specifically required to be borne by the Manager under the Management Agreement. The Management Agreement provides that (i) the base management fee shall be paid in cash unless there is an agreement between the Board and the Manager to pay all or a portion of the base management fee in C-LTIP Units, and (ii) the operating expense reimbursement remains payable either in cash or C-LTIP Units, at the discretion of the Board. The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the average of the closing prices of the Class A common stock for the five business days prior to issuance.

For the three and nine months ended September 30, 2026, the Company recorded base management fees of $2.7 million and $8.1 million, respectively, of which $0.2 million and $0.6 million, respectively, were, or shall be, paid in C-LTIP Units with the remainder paid in cash. For the three and nine months ended September 30, 2025, the Company recorded base management fees of $2.6 million and $7.8 million, respectively, of which $0.2 million and $0.6 million, respectively, were paid in C-LTIP Units with the remainder paid in cash. There have been no incentive fee expenses incurred during 2026 or the year ended December 31, 2025.

For the three and nine months ended September 30, 2026 and 2025, the Company recorded (i) operating expense reimbursements of $1.0 million and $1.0 million, and $3.0 million and $3.0 million, respectively, and (ii) direct expense reimbursements of $0.1 million and $0.1 million, and $0.3 million and $0.4 million, respectively. Both the operating and direct expense reimbursements were, or shall be, paid in cash to the Manager and were recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).

The table below presents the related party amounts payable to the Manager at September 30, 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 the consolidated balance sheets.



		September 30,			December 31,
Amounts payable to the Manager under the Management Agreement		2026			2025
Base management fee		$	2,720		$	2,682
Operating and direct expense reimbursements			1,132			1,206
Offering expense reimbursements			42			97
Total amounts payable to the Manager		$	3,894		$	3,985

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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. During the three and nine months ended September 30, 2025, the Company incurred one-time acquisition fees of $2.2 million and $3.6 million, respectively. The Company did not record any one-time acquisition fees during the corresponding periods ended September 30, 2026 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 and nine months ended September 30, 2026 and 2025, the Company incurred asset management fees related to the DST Program of $0.2 million and $0.08 million, and $0.5 million and $0.2 million, respectively, which are recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income (loss).

The table below presents amounts payable to related parties at September 30, 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 the consolidated balance sheets.



Amounts payable to related parties – DST Program		September 30, 2026			December 31, 2025
One-time acquisition fees		$	1,665		$	5,293
Asset management fees			650			317
Total amounts payable to related parties – DST Program		$	2,315		$	5,610

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 $66.6 million was funded with (i) a $38.6 million senior loan secured by District at Parkview, (ii) cash of $21.3 million funded by the Company, and (iii) cash of $9.7 million funded by Bluerock Real Estate Holdings, LLC (“BREH”), an affiliate of the Manager, with amounts inclusive of certain adjustments typical in such real estate transactions.

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 September 30, 2026 and December 31, 2025, the Company had $0.3 million and $0.2 million, respectively, of related party amounts payable to the Marble Fund pertaining to carried interest. The Company records these payables in due to affiliates on its consolidated balance sheets.

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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 BREH entered into a leasehold cost-sharing agreement (the “Leasehold Cost-Sharing Agreement”) to provide for the allocation and sharing between BREH and the Company of the costs thereunder, including costs associated with tenant improvements. BREH and certain of its respective subsidiaries and/or affiliates will share occupancy of the NY Premises. Under the Leasehold Cost-Sharing Agreement, if there is a change in control of either BREH or the Company, the allocation of costs under the Leasehold Cost-Sharing Agreement shall be modified to thereafter allocate such costs based on the average of the cost-sharing percentages between BREH and the Company over the four most recently-completed calendar quarters immediately preceding the change in control date (or shall be the average cost-sharing percentages over such shorter period, if the change in control occurs earlier than the completion of four calendar quarters). Under the NY Premises Lease, the Company, through its Operating Partnership, issued a payment of approximately $450,000 as a security deposit. Payment by BREH of any amounts payable under the Leasehold Cost-Sharing Agreement to the Company will be made in cash.

The table below presents the related party amounts receivable from BREH at September 30, 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 the consolidated balance sheets.



Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement		September 30, 2026			December 31, 2025
Capital improvement cost reimbursements		$	555		$	621
Operating and direct expense reimbursements			35			32
Total amounts receivable from BREH		$	590		$	653

In addition, as of September 30, 2026, the Company recorded a $0.5 million receivable from an affiliate included in due from affiliates on the consolidated balance sheets. The receivable relates to the Guarantor Fee (as defined below) associated with the HPE Loan Financing, Guaranty and Indemnity transaction described below. The Company had no other receivables from related parties as of December 31, 2025.

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 188-unit residential community located in Shawnee, Kansas. Separately, the Harmony JV entered into a joint venture agreement with BTR Preferred Investments, LLC (“BTR Preferred”), an entity that includes an affiliate of the Manager, in which BTR Preferred committed to fund up to $16.8 million of preferred equity interests in the Harmony at Clear Creek development. As of September 30, 2026, BTR Preferred had not funded any of the committed amount.

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 245-unit residential community located in Asheville, North Carolina. The Company and one joint venture partner will each hold preferred equity interests in Archer at RiverBlue, and the remaining joint venture partner will hold the common equity interests. Per the terms of the joint venture agreement, the common equity partner is obligated to pay a facilitation fee in an amount equal to $0.6 million to Bluerock Enterprise Holdings, LP, an affiliate of the Manager, for consulting services to be provided to the common equity partner.

HPE Loan Financing, Guaranty and Indemnity

As described in Note 6, on August 27, 2026, the Company funded the HPE Loan to the Borrower, which is a wholly owned subsidiary of SARV HPE DST Investor, LLC, which is a wholly owned subsidiary of SARV Holdings, LLC (“SARV Holdings”), an affiliate of the Manager.

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The Trust is managed by BR HPE CTL DST Manager, LLC, a wholly owned indirect subsidiary of Bluerock Enterprise Holdings, LP (“BEH”), an affiliate of the Manager. The Trust financed its acquisition of the HPE Office and Lab Facility primarily through a $310.0 million senior, zero net cash flow credit tenant lease facility (the “Senior Note”) bearing a fixed coupon of 6.54% per annum. The remaining capitalization of the acquisition was funded by the HPE Loan and common equity of approximately $6.5 million contributed by SARV Holdings.

In connection with the Senior Note, the Company provided a non-recourse carveout guaranty and a hazardous materials indemnity agreement (collectively, the “NRCO Guaranty”). The NRCO Guaranty contains customary non-recourse carveout provisions under which the Company may become liable for losses arising from certain “bad acts”, including fraud, misrepresentation, misapplication of funds, voluntary bankruptcy filings, prohibited actions with respect to the tenant or the lease, violations of certain transfer and encumbrance restrictions, and certain environmental matters. The Company does not own, manage or control the Trust, the Borrower or HPE Office and Lab Facility.

In consideration for the Company providing the NRCO Guaranty, the Company, the Trust and the manager of the Trust entered into an agreement under which the Trust agreed to pay the Company a guarantor fee of $125,000 per year, payable annually in advance so long as the NRCO Guaranty remains outstanding, up to a maximum aggregate amount of $625,000 (the “Guarantor Fee”). The Company received the first $125,000 installment of the Guarantor Fee at closing, and the remaining $500,000 was recorded in due from affiliates on the Company’s consolidated balance sheets. At inception, the full Guarantor Fee of $625,000 was recorded as deferred revenue within other accrued liabilities on the Company’s consolidated balance sheets, representing the fair value of the Company’s stand-ready obligation under the NRCO Guaranty, and is recognized on a straight-line basis over approximately 22.5 years, which reflects the term of the Senior Note and the expected period of the Company’s continuing obligations under the hazardous materials indemnity. As of September 30, 2026, deferred revenue related to the Guarantor Fee was approximately $622,685. Guarantor Fee income is included in other income (expense), net on the consolidated statements of operations and comprehensive income (loss) and was negligible for the three and nine months ended of September 30, 2026.

The manager of the Trust has agreed to indemnify and reimburse the Company for any losses incurred under the NRCO Guaranty resulting from its own willful misconduct or gross negligence, and the related lease provides for indemnification with respect to certain environmental matters arising during its term. In addition, BEH acquired environmental insurance to mitigate environmental risk to the Company under the NRCO Guaranty. For the portion of the NRCO Guaranty that springs full recourse upon the occurrence of specified triggering events, the maximum potential future payment is equal to the outstanding balance of the Senior Note, which was approximately $309.9 million as of September 30, 2026. For the remaining non-recourse carveout obligations and for the hazardous materials indemnity, the Company’s liability is limited to actual costs and losses incurred as a result of a triggering event and is not subject to a stated contractual maximum. Because environmental remediation, enforcement, and related third-party claim costs cannot be reasonably estimated in advance, the Company is unable to estimate the maximum potential future payments under these obligations. However, the Company expects the risk of material loss to be remote. The HPE Loan, the NRCO Guaranty and the related arrangements were approved by the Board in accordance with the Company’s related party transaction policies.

Selling Commissions and Dealer Manager Fees

The Company engaged Bluerock Capital Markets, LLC, an affiliate of the Manager, as dealer manager for (i) offerings in its DST Program, (ii) the offering of its Series B Preferred Stock, and (iii) the 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 8.65% of the gross offering proceeds from the offerings as selling commissions and dealer manager fees. The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers. For its offering of Series B Preferred Stock and its previous offering of Series A Preferred Stock, the Company pays up to 10% of the gross offering proceeds from the offering as selling commissions and dealer manager fees. The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers and incurs costs in excess of the 10%, which costs are borne by the dealer manager without reimbursement by the Company.

For the nine months ended September 30, 2026, in connection with the offering of its Series B Preferred Stock, the Company incurred (i) approximately $1.1 million in selling commissions and discounts and $0.5 million in dealer manager fees and discounts, and (ii) $0.4 million of offering costs which were, or shall be, reimbursed to the Manager.

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During the first quarter of 2026, in connection with the previous offering of its Series A Preferred Stock (terminated in March 2026), the Company incurred (i) approximately $0.3 million in selling commissions and discounts and $0.1 million in dealer manager fees and discounts, and (ii) $0.1 million of offering costs which were reimbursed to the Manager. No additional commissions, dealer manager fees, sales discounts, or offering costs have been incurred following the termination of the Series A Preferred Stock offering.

All selling commissions, dealer manager fees, discounts, and offering cost reimbursements were recorded as a reduction of offering proceeds.

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, $0.01 par value per share, and Class C common stock, $0.01 par value per share. Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one-for-one basis.

The following table reconciles the components of basic and diluted net loss per common share for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands, except share and per share amounts):



		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025
Net loss		$	(8,479)		$	(9,961)		$	(27,735)		$	(23,117)
Less preferred stock dividends			(2,856)			(2,417)			(8,187)			(6,681)
Less preferred stock accretion			(1,722)			(1,574)			(4,283)			(3,370)
Less dividends on restricted stock and LTIP Units expected to vest			(63)			(69)			(184)			(204)
Addback net loss attributable to noncontrolling interests			9,918			10,344			30,151			24,547
Net loss attributable to common stockholders		$	(3,202)		$	(3,677)		$	(10,238)		$	(8,825)

Weighted average common shares outstanding ⁽¹⁾			3,941,345			3,898,102			3,927,089			3,886,335
Potential dilutive shares⁽²⁾			—			—			—			—
Weighted average common shares outstanding and potential dilutive shares ⁽¹⁾			3,941,345			3,898,102			3,927,089			3,886,335

Net loss per common share, basic		$	(0.81)		$	(0.94)		$	(2.61)		$	(2.27)
Net loss per common share, diluted		$	(0.81)		$	(0.94)		$	(2.61)		$	(2.27)

⁽¹⁾	Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.

⁽²⁾

For the three months ended September 30, 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 zero shares and 20,072 shares, respectively, (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 17,415,400 shares and 10,289,331 shares, respectively, and (iii) potential conversion of the Series B Preferred Stock into Class A common stock of 1,337,496 shares and zero shares, respectively.

For the nine months ended September 30, 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 zero shares and 7,869 shares, respectively, (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 15,269,950 shares and 10,287,117 shares, respectively, and (iii) potential conversion of the Series B Preferred Stock into Class A common stock of 576,559 shares and zero shares, respectively.

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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 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”).

During the three months ended March 31, 2026, the Company 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.

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 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.

As of September 30, 2026, the Company, at the request of holders, 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 117,176 shares of Series A Preferred Stock for $2.8 million in cash.

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 September 30, 2026, the Company had recorded a total of $8.7 million of accretion related to the Series A Preferred Stock.

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 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, the Company made the initial issuances of Series B Preferred Stock pursuant to the Series B Preferred Offering.

As of September 30, 2026, the Company issued 652,187 shares of Series B Preferred Stock pursuant to the Series B Preferred Offering with net proceeds of approximately $13.5 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series B Preferred Stock. As of September 30, 2026, the Company had not redeemed any shares of Series B Preferred Stock.

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 September 30, 2026, the Company had recorded a total of $0.3 million of accretion related to the Series B Preferred Stock.

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 $5 million of the Company’s outstanding shares of Class A common stock. The repurchase plan had a term of one year and ended in February 2026. The Company made no repurchases of its Class A common stock under this plan.

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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 the Company’s outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act 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 the Company repurchases shares of its Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations. The Company expects that any repurchases of its Class A common stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established under the plan. Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act. As of September 30, 2026, no repurchases of Class A common stock had been made by the Company.

Operating Partnership and Long-Term Incentive Plan Units

As of September 30, 2026, limited partners other than the Company owned approximately 69.54% of the common units of the Operating Partnership (7,365,404 OP Units, or 54.61%, were held by OP Unit holders, and 2,012,839 LTIP Units, or 14.93%, were held by LTIP Unit holders, including 2.49% which were not vested as of September 30, 2026). Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one-for-one basis, or, at the Company’s election, redeemable for cash. LTIP Units and C-LTIP Units may be convertible into OP Units under certain conditions and then may be settled in shares of the Company’s Class A common stock or, at the Company’s election, cash.

During 2026, the Company granted C-LTIP Units to the Manager as partial payment of the quarterly base management fee (approximately $2.7 million in each of the fourth quarter of 2025 and first and second quarters of 2026) as follows: 22,252 units (approximately $210,000) on February 18, 2026 for the fourth quarter of 2025; 19,074 units (approximately $210,000) on May 12, 2026 for the first quarter of 2026; and 24,649 units (approximately $210,000) on August 13, 2026 for the second quarter of 2026. Such C-LTIP Units were issued pursuant to the Management Agreement and were fully vested upon issuance.

In the future, the Operating Partnership may issue OP Units or preferred OP Units from time to time in connection with acquisitions of properties or for financing, compensation or other reasons.

Equity Incentive Plans

The 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 (collectively, the “BREH Personnel”) were granted LTIP Units and/or shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a three-year period, and (ii) each independent member of the Board was granted LTIP Units in payment of the equity portion of their respective annual retainers, with such LTIP Units fully vested upon issuance.

LTIP Units

On January 1, 2026, the Company granted 7,824 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance and the Company recognized expense of $0.3 million based on the fair value at the date of grant, with such expense recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).

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On April 1, 2026, the Company issued 108,699 LTIP Units pursuant to the BHM Incentive Plans directly to and among certain of the BREH Personnel as an annual long-term incentive equity grant for the year ended December 31, 2025. Such LTIP Units will vest ratably on an annual basis over a three-year period from the date of grant.

The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant. During the three and nine months ended September 30, 2026 and 2025, the Company recognized compensation expense for such LTIP Units of approximately $0.7 million and $0.7 million, and $2.2 million and $2.2 million, respectively. Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). As of September 30, 2026, there was $3.5 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 1.5 years. Once vested, these awards of LTIP Units may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Company’s Class A common stock on a one-for-one basis. The holders of such LTIP Units will be entitled to receive “distribution equivalents” with respect to such LTIP Units, whether or not vested, at the same time distributions are paid to the holders of the Company’s Class A common stock.

Restricted Stock

On April 1, 2026, the Company issued 84,055 shares of Class A common stock as RSGs pursuant to the BHM Incentive Plans directly to and among certain of the BREH Personnel as an annual long-term incentive equity grant for the year ended December 31, 2025. Such RSGs will vest ratably on an annual basis over a three-year period from the date of grant.

The Company recognizes compensation expense ratably over the vesting period for time-based RSGs. During the three and nine months ended September 30, 2026 and 2025, the Company recognized compensation expense for RSGs of approximately $0.2 million and $0.2 million, and $0.7 million and $0.6 million, respectively. Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). As of September 30, 2026, there was $1.5 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 1.9 years.

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The Company currently uses authorized and unissued shares to satisfy share award grants.

Distributions



Declaration Date		Record Date		Amount			Paid / Payable Date
Class A common stock
March 11, 2025		December 24, 2025		$	0.125		January 5, 2026
March 10, 2026		March 25, 2026			0.125		April 2, 2026
June 12, 2026		June 25, 2026			0.125		July 2, 2026
September 14, 2026		September 25, 2026			0.125		October 5, 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
June 12, 2026		June 25, 2026			0.125		July 2, 2026
September 14, 2026		September 25, 2026			0.125		October 5, 2026
Series A Preferred Stock
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
April 13, 2026		April 24, 2026			0.125		May 5, 2026
April 13, 2026		May 22, 2026			0.125		June 5, 2026
April 13, 2026		June 25, 2026			0.125		July 2, 2026
July 10, 2026		July 24, 2026			0.125		August 5, 2026
July 10, 2026		August 25, 2026			0.125		September 4, 2026
July 10, 2026		September 25, 2026			0.125		October 5, 2026
Series A Preferred Enhanced Special Dividend ⁽¹⁾
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
April 13, 2026		April 24, 2026			0.010417		May 5, 2026
April 13, 2026		May 22, 2026			0.010417		June 5, 2026
April 13, 2026		June 25, 2026			0.010417		July 2, 2026
July 10, 2026		July 24, 2026			0.010417		August 5, 2026
July 10, 2026		August 25, 2026			0.010417		September 4, 2026
July 10, 2026		September 25, 2026			0.010417		October 5, 2026
Series B Preferred Stock⁽²⁾
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
April 13, 2026		April 24, 2026			0.15625		May 5, 2026
April 13, 2026		May 22, 2026			0.15625		June 5, 2026
April 13, 2026		June 25, 2026			0.15625		July 2, 2026
July 10, 2026		July 24, 2026			0.15625		August 5, 2026
July 10, 2026		August 25, 2026			0.15625		September 4, 2026
July 10, 2026		September 25, 2026			0.15625		October 5, 2026

(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 one-month Term SOFR for each day commencing on the 26^th of the prior month to the 25^th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock. The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5% minimum and 8.5% maximum annual rate.

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(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.

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 nine months ended September 30, 2026 were as follows (amounts in thousands):



	Distributions
2026	Declared		Paid
First Quarter
Class A common stock	$	506	$	506
Class C common stock		1		1
Series A Preferred Stock ⁽¹⁾		2,595		2,570
Series B Preferred Stock		14		1
OP Units		921		921
LTIP / C-LTIP Units		233		227
Total first quarter	$	4,270	$	4,226
Second Quarter
Class A common stock	$	514	$	506
Class C common stock		1		1
Series A Preferred Stock ⁽¹⁾		2,625		2,625
Series B Preferred Stock		97		67
OP Units		921		921
LTIP / C-LTIP Units		247		233
Total second quarter	$	4,405	$	4,353
Third Quarter
Class A common stock	$	511	$	514
Class C common stock		1		1
Series A Preferred Stock ⁽¹⁾		2,611		2,619
Series B Preferred Stock		245		188
OP Units		921		921
LTIP / C-LTIP Units		253		247
Total third quarter	$	4,542	$	4,490
Total	$	13,217	$	13,069

⁽¹⁾	Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0% of the Stated Value and any enhanced special dividends.

Note 16 – Commitments and Contingencies

The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its loan and preferred equity investments was $5.2 million and $27.0 million as of September 30, 2026 and December 31, 2025, respectively. In addition, the Company has two consolidated residential communities (Abode Wendell Falls and Harmony at Clear Creek) under construction comprised of an aggregate of 358 units. At September 30, 2026, the Company estimates the remaining costs to complete the construction of these two residential communities to be approximately $99.3 million. The Company intends to finance these costs through a combination of available cash, proceeds from construction loans, and preferred equity capital contributions. The Company also committed to acquire an aggregate of 100 residential community units known as Parkside at Summers Corner. The Company expects acquisitions to occur in tranches as construction is completed, and as of September 30, 2026, 18 units remain to be acquired, representing an aggregate purchase price of $4.6 million.

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In August 2026, the Company provided the NRCO Guaranty in connection with the HPE Senior Note. Management believes the likelihood of the Company being required to make payments under the NRCO Guaranty is remote. Refer to Note 14 for further information.

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 on 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 and nine months ended September 30, 2026 and 2025, the Company recorded $0.1 million and $0.1 million, and $0.3 million and $0.3 million, respectively, of net rent expense related to the Lease.

Upon commencement of the Lease in November 2024, the Company recorded a right-of-use asset of $5.1 million and a lease liability of $5.0 million on its consolidated balance sheets. The right-of-use asset is included within accounts receivable, prepaids and other assets, net, and the lease liability is included within other accrued liabilities. In determining the right-of-use asset and lease liability, the discount rate implicit in the Lease was not readily determinable. As such, the Company used a third-party analysis to determine that a discount rate of 7.61% approximated the incremental borrowing rate that it would incur for a loan that was of a similar term as the Lease and with a similar form of underlying collateral. As of September 30, 2026, the remaining right-of-use asset and lease liability balances were $3.9 million and $4.4 million, respectively, and the remaining Lease term was approximately 4.8 years. In addition, the Company incurred tenant improvement costs related to the renovation and buildout of the NY Premises which are capitalized and included within net real estate investments on the Company’s consolidated balance sheets. Such tenant improvement costs are depreciated on a straight-line basis over the term of the Lease.

The following table summarizes the future minimum lease payments and total operating lease liability as of September 30, 2026 (amounts in thousands):



Year		Total
2026 (October 1 – December 31)		$	268
2027			1,070
2028			1,070
2029			1,070
2030			1,106
Thereafter			667
Total future minimum lease payments (undiscounted cash flows)		$	5,251
Difference between future undiscounted cash flows and discounted cash flows			(878)
Total operating lease liability		$	4,373

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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 two reportable segments consisting of (i) residential communities and (ii) scattered single-family homes. The CODMs do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of the Company’s portfolio of properties/investments.

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.

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The following table summarizes NOI by the Company’s reportable segments for the three and nine months ended September 30, 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 September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025
Rental and other property revenues
Residential communities	$	12,782		$	9,082		$	38,390		$	26,106
Scattered single-family homes		6,034			7,528			19,454			23,121
Total rental and other property revenues		18,816			16,610			57,844			49,227

Property operating expenses
Residential communities		6,070			4,416			16,904			11,813
Scattered single-family homes		4,224			4,313			12,243			12,745
Total property operating expenses		10,294			8,729			29,147			24,558

Net operating income
Residential communities		6,712			4,666			21,486			14,293
Scattered single-family homes		1,810			3,215			7,211			10,376
Total net operating income		8,522			7,881			28,697			24,669
Reconciling items:
Interest income from notes receivable		386			—			386			598
Property management and asset management fee expenses		(1,351)			(1,305)			(4,246)			(3,966)
General and administrative expenses		(2,798)			(2,705)			(8,432)			(8,427)
Management fees to related party		(2,720)			(2,643)			(8,111)			(7,789)
Acquisition and other transaction costs		400			(107)			(206)			(318)
Weather-related losses, net		(273)			(37)			(683)			(82)
Impairment of real estate investments		(1,039)			(4,176)			(2,160)			(4,372)
Depreciation and amortization		(7,235)			(6,754)			(23,976)			(21,435)
Other income (expense), net		80			(45)			(1,080)			(119)
Income from preferred equity investments		2,508			1,783			6,072			7,199
Share of net earnings of equity method investment		653			717			1,256			717
(Provision for) recovery of credit losses, net		(146)			—			(146)			104
Gain on sale of real estate investments, net		(199)			232			703			1,989
Gain on sale of available-for-sale investments		—			1,762			—			3,212
Loss on extinguishment of debt		—			(3)			(37)			(12)
Interest expense, net		(6,652)			(5,683)			(19,621)			(17,521)
Interest income		1,313			1,522			3,853			3,808
Income tax expense		72			(400)			(4)			(1,372)
Net loss		(8,479)			(9,961)			(27,735)			(23,117)
Preferred stock dividends		(2,856)			(2,417)			(8,187)			(6,681)
Preferred stock accretion		(1,722)			(1,574)			(4,283)			(3,370)
Net loss attributable to noncontrolling interests		9,918			10,344			30,151			24,547
Net loss attributable to common stockholders	$	(3,139)		$	(3,608)		$	(10,054)		$	(8,621)

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The following table reconciles the Company’s total rental and other property revenues for reportable segments to total revenues on the Company’s consolidated statement of operations and comprehensive income (loss) for the three and nine months ended September 30, 2026 and 2025 (amounts in thousands):



		Three Months Ended September 30,						Nine Months Ended September 30,
		2026			2025			2026			2025
Revenues
Rental and other property revenues
Residential communities		$	12,782		$	9,082		$	38,390		$	26,106
Scattered single-family homes			6,034			7,528			19,454			23,121
Total rental and other property revenues			18,816			16,610			57,844			49,227
Interest income from notes receivable			386			—			386			598
Total revenues		$	19,202		$	16,610		$	58,230		$	49,825

At September 30, 2026 and December 31, 2025, net real estate assets totaled $576.4 million and $556.2 million for residential communities, respectively, and $249.1 million and $311.8 million for scattered single-family homes, respectively.

Note 18 – Subsequent Events

Declaration of Dividends



Declaration Date		Record Date		Amount			Paid / Payable Date
Series A Preferred Stock
October 12, 2026		October 23, 2026		$	0.125		November 5, 2026
October 12, 2026		November 25, 2026			0.125		December 4, 2026
October 12, 2026		December 24, 2026			0.125		January 5, 2027
Series A Preferred Enhanced Special Dividend
October 12, 2026		October 23, 2026			⁽¹⁾		November 5, 2026
October 12, 2026		November 25, 2026			⁽¹⁾		December 4, 2026
October 12, 2026		December 24, 2026			⁽¹⁾		January 5, 2027
Series B Preferred Stock ⁽²⁾
October 12, 2026		October 23, 2026		$	0.15625		November 5, 2026
October 12, 2026		November 25, 2026			0.15625		December 4, 2026
October 12, 2026		December 24, 2026			0.15625		January 5, 2027

(1)

(2)

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Distributions Paid

The following distributions were declared and/or paid to the Company’s stockholders subsequent to September 30, 2026 (amounts in thousands):

Shares

 

Declaration Date

 

Record Date

 

Date Paid

 

Distribution per Share

 

Total Distribution

Class A common stock

September 14, 2026

September 25, 2026

October 5, 2026

0.125000

511

Class C common stock

September 14, 2026

September 25, 2026

October 5, 2026

0.125000

Series A Preferred Stock ⁽¹⁾

July 10, 2026

September 25, 2026

October 5, 2026

0.135417

867

Series B Preferred Stock

July 10, 2026

September 25, 2026

October 5, 2026

0.156250

100

OP Units

September 14, 2026

September 25, 2026

October 5, 2026

0.125000

921

LTIP / C-LTIP Units

September 14, 2026

September 25, 2026

October 5, 2026

0.125000

253

Series A Preferred Stock ⁽¹⁾

October 12, 2026

October 23, 2026

November 5, 2026

0.135417

865

Series B Preferred Stock

October 12, 2026

October 23, 2026

November 5, 2026

0.156250

107

Total

3,625

(1)	Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of 6.0% of the Stated Value and any enhanced special dividends.

ILE Loan Amendment

In October 2026, the Company and the lender amended CA1, one of ILE’s credit agreements (refer to Note 11 for further information), to extend its maturity date from October 7, 2026 to September 5, 2027. CA1 had previously matured on June 7, 2026, and was amended in July 2026 to extend the maturity date to October 7, 2026. Under the amended terms, effective June 7, 2026, payments are interest-only through maturity at a floating rate equal to the lender’s prime rate (7.00% in September 2026) plus 0.50%. The Company will account for the amendments as debt modifications in accordance with ASC 470-50 Debt – Modifications and Extinguishments.

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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;

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●

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.

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As of September 30, 2026, we held twenty-five real estate investments, consisting of eighteen consolidated investments, five preferred equity investments, one loan investment, and one unconsolidated real estate fund investment. The twenty-three consolidated and preferred equity investments represent an aggregate of 5,321 residential units, comprised of 4,172 consolidated units, of which 440 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 September 30, 2026, our consolidated operating investments were approximately 89.4% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 92.0% 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.

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 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 first three quarters of 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.

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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, have contributed to increased volatility in financial markets and interest rates during 2025 and 2026, 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 nine months ended September 30, 2026.

Parkside at Summers Corner

We acquired, with full ownership interest, an additional 70 units at Parkside at Summers Corner located in Summerville, South Carolina for an aggregate purchase price of $18.0 million. Units are to be acquired in tranches as construction is completed, and as of September 30, 2026, we acquired 82 of the total 100 units we have committed to purchase.

Sale of Consolidated Operating Units

We closed on the following sales: 55 units in the Ballast portfolio, 73 units in the Golden Pacific portfolio, 30 units in the ILE portfolio, 15 units in the Indy-Springfield portfolio, 106 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 321 units, including 99 units classified as held for sale as of December 31, 2025, were all previously classified as held for sale and sold for an aggregate of approximately $62.6 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering 28 units in the ILE portfolio of approximately $4.0 million, the sales of the 321 units generated net proceeds of approximately $53.4 million and a gain on sales of approximately $0.7 million. The gain on sales is included in (loss) gain on sale of real estate investments, net on our consolidated statements of operations and comprehensive income (loss).

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Loan Investment Summary

On August 27, 2026, we entered into an agreement to provide a secured loan in the maximum amount of $33.1 million (the “HPE Loan”), of which $31.4 million was funded as of September 30, 2026, to BR HPE ZC Investment Co., LLC (the “Borrower”), which is owned by a subsidiary that is an affiliate of Bluerock Homes Manager, LLC (the “Manager”), our external Manager. The proceeds of the HPE Loan were used to fund a portion of the Borrower’s acquisition of Class II Interests in a Delaware Statutory Trust (the “Trust”). The Trust acquired, through a sale-leaseback transaction, an approximately 340,000 square foot, 8-story Class A office and lab facility located in Sunnyvale, California (the “HPE Office and Lab Facility”), subject to a long-term bondable net lease guaranteed by an investment-grade tenant.

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 September 30, 2026, we funded $45.2 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.

Held for Sale

As of September 30, 2026 and December 31, 2025, we classified an aggregate of 91 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 91 units classified as held for sale at September 30, 2026 are included in the following portfolios: 21 units of Ballast, 65 units of Golden Pacific, 1 unit of ILE, 3 units of Indy-Springfield, and 1 unit of Peak JV 2. As of September 30, 2025, we classified an aggregate of 84 units as held for sale, with all units reported in our scattered single-family homes segment. For the three and nine months ended September 30, 2026 and 2025, we recorded impairments of $1.0 million and $0.4 million, and $2.2 million and $0.6 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”).

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.

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.

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As of September 30, 2026, we, at the request of holders, 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 117,176 shares of Series A Preferred Stock for $2.8 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 September 30, 2026, we issued 652,187 shares of Series B Preferred Stock pursuant to the Series B Preferred Offering with net proceeds of approximately $13.5 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series B Preferred Stock. As of September 30, 2026, we had not redeemed any shares of Series B Preferred Stock.

Stockholders’ Equity

Our total stockholders’ equity decreased $10.9 million from $128.7 million as of December 31, 2025 to $117.8 million as of September 30, 2026. The decrease in our total stockholders’ equity is primarily attributable to net loss attributable to common stockholders of $10.1 million and common stock dividends declared of $1.5 million, partially offset by Class A common stock issuances, net of forfeitures, of $0.4 million.

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Results of Operations

The following is a summary of our consolidated real estate investments as of September 30, 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	92.9	%	93.4	%
Amira at Westly	Tampa, FL	408	1999/2023	⁽⁵⁾			1,802	90.0	%	90.2	%
Avenue at Timberlin Park	Jacksonville, FL	200	2001	100	%		1,556	96.0	%	96.5	%
District at Parkview ⁽⁶⁾	Stone Mountain, GA	264	2023	3	%		1,905	95.5	%	95.8	%
Skytop Apartments	Cincinnati, OH	361	2024	⁽⁵⁾			1,710	91.7	%	92.2	%
Southern Pines Reserve ⁽⁶⁾	Aberdeen, NC	272	2000/2003	⁽⁵⁾			1,466	97.8	%	98.2	%
Villas at Huffmeister	Houston, TX	294	2007	95	%		1,578	91.5	%	91.8	%
Wayford at Concord	Concord, NC	150	2019	83	%		2,160	98.0	%	98.0	%
Yauger Park Villas	Olympia, WA	80	2010	95	%		2,518	95.0	%	95.0	%
Total Residential Communities Units / Average		2,379				$	1,741	93.5	%	93.9	%

Scattered Single-Family Homes
Ballast	AZ / CO / WA	29	1999	95	%	$	1,795	—		—		⁽⁷⁾
Golden Pacific	IN / KS / MO	88	1979	97	%		1,633	18.2	%	69.6	%	⁽⁷⁾
ILE	TX / SE US	420	1990	95	%		1,872	91.4	%	92.3	%
Indy-Springfield	IN / MO	289	1999	100	%		1,485	90.0	%	90.6	%
Peak JV 2	Various / TX	443	1984	100	%		1,423	84.4	%	84.6	%
Savannah-84	Savannah, GA	84	2022	100	%		1,896	94.0	%	94.0	%
Total Scattered Single-Family Homes / Average		1,353				$	1,620	82.3	%	88.3	%
Total Operating Units / Average		3,732				$	1,699	89.4	%	92.0	%

Development / Lease-up Investment Name
Residential Communities
Abode Wendell Falls ⁽⁸⁾	Wendell, NC	170	—	100	%		—	—		—
Harmony at Clear Creek ⁽⁸⁾	Shawnee, KS	188	—	85	%		—	—		—
Parkside at Summers Corner ⁽⁹⁾	Summerville, SC	82	2025/2026	100	%	$	2,334	57.3	%	—
Total Development Units		440
Total Units		4,172

⁽¹⁾Total operating units includes an aggregate of 91 units classified as held for sale, with such units included in the following portfolios: 21 units of Ballast, 65 units of Golden Pacific, 1 unit of ILE, 3 units of Indy-Springfield, and 1 unit 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 September 30, 2026.

⁽³⁾Percent occupied is calculated as (i) the number of units occupied as of September 30, 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 September 30, 2026 divided by (ii) total number of units, expressed as a percentage, and excludes 91 units classified as held for sale and an aggregate of 12 down/renovation units.

⁽⁵⁾Amira at Westly, Skytop Apartments and Southern Pines Reserve are held through our DST Program (refer to Note 9 of our consolidated financial statements for further information). The Amira at Westly DST and Southern Pines Reserve DST have been fully subscribed, and the Skytop Apartments DST substantially subscribed, with equity from individual investors.

⁽⁶⁾District at Parkview is held through our DST Program.

⁽⁷⁾Percent occupied lower at Ballast and Golden Pacific due to units intentionally held vacant in preparation for sale.

⁽⁸⁾Represents development projects. Abode Wendell Falls and Harmony at Clear Creek commenced construction in 2024 and 2026, respectively. As of September 30, 2026, 15 units had been delivered at Abode Wendell Falls; no units had been delivered at Harmony at Clear Creek.

⁽⁹⁾

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, 82 units had been acquired as of September 30, 2026. Of the 82 units acquired, 47 units were occupied as of September 30, 2026.

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The following is a summary of our consolidated operational results by reportable segment for the three and nine months ended September 30, 2026 and 2025 ($ in thousands, except average rental rates):



		Three Months Ended September 30,								Nine Months Ended September 30,
		2026			2025			Variance		2026			2025			Variance
Rental and other property revenues
Residential communities		$	12,782		$	9,082		40.7	%	$	38,390		$	26,106		47.1	%
Scattered single-family homes			6,034			7,528		(19.8)	%		19,454			23,121		(15.9)	%
Total rental and other property revenues			18,816			16,610		13.3	%		57,844			49,227		17.5	%

Property operating expenses
Residential communities			6,070			4,416		37.5	%		16,904			11,813		43.1	%
Scattered single-family homes			4,224			4,313		(2.1)	%		12,243			12,745		(3.9)	%
Total property operating expenses			10,294			8,729		17.9	%		29,147			24,558		18.7	%

Net operating income
Residential communities			6,712			4,666		43.8	%		21,486			14,293		50.3	%
Scattered single-family homes			1,810			3,215		(43.7)	%		7,211			10,376		(30.5)	%
Total net operating income		$	8,522		$	7,881		8.1	%	$	28,697		$	24,669		16.3	%

Residential communities			93.7	%		93.2	%	50	bps		94.5	%		93.3	%	120	bps
Scattered single-family homes			82.7	%		89.0	%	(630)	bps		85.0	%		89.8	%	(480)	bps
Average occupancy percentage ⁽¹⁾			89.6	%		91.2	%	(160)	bps		90.8	%		91.6	%	(80)	bps

Residential communities		$	1,741		$	1,754		(0.7)	%	$	1,747		$	1,776		(1.6)	%
Scattered single-family homes			1,620			1,626		(0.4)	%		1,623			1,608		0.9	%
Average rental rate ⁽²⁾		$	1,699		$	1,695		0.2	%	$	1,702		$	1,693		0.5	%

⁽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.

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The following is a summary of our preferred equity and loan investments as of September 30, 2026:

Total Actual /

Actual /

Estimated

Actual /

Planned

Construction

Estimated

Number of

Cost

Cost to Date

Construction

Initial

Construction

Average

Residential Investment Name

 

Location

 

Units

 

(in millions)

 

(in millions)

 

Cost Per Unit

 

Occupancy

 

Completion

 

% Occupied

 

Rent ⁽¹⁾

Development⁽²⁾

Sanford Marketplace

Sanford, NC

300

59.6

33.0

198,667

4Q 2026

2Q 2027

—

1,587

Canvas at Wildwood

Wildwood, FL

224

60.3

23.4

269,196

1Q 2027

1Q 2028

—

1,937

Archer at RiverBlue

Asheville, NC

245

71.8

24.2

293,061

1Q 2028

2Q 2028

—

2,113

Total Development Units

769

Lease-up

River Ford

Brunswick, GA

170

51.6

37.7

303,529

2Q 2026

1Q 2027

11.2

2,004

Total Lease-up Units

170

Operating ⁽³⁾

Wayford at Innovation Park

Charlotte, NC

210

92.4

2,347

Total Operating Units

210

Total Units / Average

1,149

1,967

Commercial / Office Investment Name

HPE Office and Lab Facility

Sunnyvale, CA

⁽⁴⁾

⁽¹⁾	For development and lease-up 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.

⁽²⁾	None of the development investments had commenced lease-up as of September 30, 2026.

⁽³⁾	Operating investment represents a stabilized operating property.

⁽⁴⁾	HPE Office and Lab Facility is an approximately 340,000 square foot, 8-story Class A commercial building.

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

Revenue

Rental and other property revenues increased $2.2 million, or 13%, to $18.8 million for the three months ended September 30, 2026 as compared to $16.6 million for the same prior year period. The increase was primarily due to the acquisition of 625 units at two residential communities, offset by sales of 363 single-family units in our portfolio since July 1, 2025. We also benefitted from a 0.5% increase in average occupancy in our residential communities, which was 93.7% during the three months ended September 30, 2026, compared to 93.2% during the third quarter of 2025. This was partially offset by a 6.3% decrease in average occupancy in our single-family homes, which was 82.7% during the three months ended September 30, 2026, compared to 89.0% during the third quarter of 2025. The decrease in average occupancy in our single-family homes was lower due to units at Ballast and Golden Pacific intentionally held vacant in preparation for sale.

Interest income from notes receivable amounted to $0.4 million for the three months ended September 30, 2026 from a new loan investment during the third quarter of 2026, as compared to zero for the same prior year period due to the full payoff of a loan investment in the second quarter of 2025.

Expenses

Property operating expenses increased $1.6 million, or 18%, to $10.3 million for the three months ended September 30, 2026 as compared to $8.7 million for the same prior year period. The increase was primarily due to the acquisition of 625 units at two residential communities, which was partially offset by sales of 363 single-family units in our portfolio since July 1, 2025.

Property management and asset management fee expenses were $1.4 million for the three months ended September 30, 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.

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General and administrative expenses amounted to $2.8 million for the three months ended September 30, 2026 as compared to $2.7 million for the same prior year period. Of the $2.8 million total expense in the third quarter 2026, $1.8 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.

Management fees to related party amounted to $2.7 million for the three months ended September 30, 2026 as compared to $2.6 million for the same prior year period. The increase was due to an increase in equity primarily from our Series B Preferred Offerings. For the third 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 amounted to income of $0.4 million for the three months ended September 30, 2026, primarily due to the reimbursement of previously incurred costs. This compared to expense of $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 September 30, 2026 as compared to less than $0.1 million for the same prior year period. The 2026 expense primarily relates to damage at two of our scattered single-family home investments.

Impairment of real estate investments amounted to $1.0 million for the three months ended September 30, 2026 as compared to $4.2 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 September 30, 2026 and 2025 relate to single-family units held for sale.

Depreciation and amortization expenses were $7.2 million for the three months ended September 30, 2026 as compared to $6.8 million for the same prior year period, with the increase primarily due to the acquisition of three residential communities since the third quarter of 2025. The increase was partially offset by (i) the sales of single-family units in our portfolio since the third quarter of 2025 and (ii) in-place leases being fully amortized at one residential community prior to the third quarter of 2026.

Other Income and Expense

Other income and expense amounted to expense of $2.4 million for the three months ended September 30, 2026 as compared to income of $0.3 million for the same prior year period. This was primarily due a $1.8 million gain on the sale of one preferred equity investment during the third quarter of 2025 and increased interest expense of $1.0 million during the third quarter of 2026.

Income Tax Expense

Income tax expense amounted to income of $0.1 million for the three months ended September 30, 2026 as compared to expense of $0.4 million for the same prior year period. The decrease was primarily due to lower income tax expense related to our preferred equity investments and the revision of a previous income tax expense estimate for one of our DST investments.

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

Revenue

Rental and other property revenues increased $8.6 million, or 18%, to $57.8 million for the nine months ended September 30, 2026 as compared to $49.2 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 sales of 448 single-family units in our portfolio since January 1, 2025, (ii) rental rate improvement from our active management and organic market rent growth, and (iii) increased average occupancy in our residential communities, partially offset by decreased average occupancy in our single-family homes.

Our average rent per occupied unit increased $9, or 0.5%, to $1,702 as compared to $1,693 during the prior year period. Average occupancy in our residential communities increased 1.2% from 93.3% to 94.5% on a year over year basis. Average occupancy in our single-family homes was 85.0% during the nine months ended September 30, 2026, compared to 89.8% during the same prior year period. The decrease in average occupancy in our single-family homes was lower due to units at Ballast and Golden Pacific intentionally held vacant in preparation for sale.

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Interest income from notes receivable amounted to $0.4 million for the nine months ended September 30, 2026 from a new loan investment during the third quarter of 2026 as compared to $0.6 million for the same prior year period when two loan investments were paid off in early-2025.

Expenses

Property operating expenses increased $4.5 million, or 19%, to $29.1 million for the nine months ended September 30, 2026 as compared to $24.6 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 448 single-family units in our portfolio since January 1, 2025.

Property management and asset management fee expenses were $4.2 million for the nine months ended September 30, 2026 as compared to $4.0 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 $8.4 million for the nine months ended September 30, 2026 as compared to $8.4 million for the same prior year period. Of the $8.4 million total expense for the nine months ended September 30, 2026, $5.4 million related to direct costs incurred by us, while the remaining $3.0 million related to the operating expense reimbursement to our Manager, which includes rent, utilities, accounting and legal services, and IT expenses.

Management fees to related party amounted to $8.1 million for the nine months ended September 30, 2026 as compared to $7.8 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 Stock Offerings. For the nine months ended September 30, 2026, we will pay $0.6 million of the base management fee in C-LTIP Units with the remainder in cash.

Acquisition and other transaction costs amounted to $0.2 million for the nine months ended September 30, 2026 compared to $0.3 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 $0.7 million for the nine months ended September 30, 2026 compared to $0.1 million for the same prior year period. The 2026 expense relates to damage at three of our residential communities and two of our scattered single-family home investments.

Impairment of real estate investments amounted to $2.2 million for the nine months ended September 30, 2026 compared to $4.4 million for the same prior year period.

Depreciation and amortization expenses were $24.0 million for the nine months ended September 30, 2026 as compared to $21.4 million for the same prior year period, with the increase primarily due to higher depreciation expense and amortization of in-place lease costs at two residential communities that were acquired since September 30, 2025, offset by lower depreciation expense at two single-family investments due to sales of single-family units and lower amortization of in-place lease costs at two residential communities that had expense in the prior year and none in the current year.

Other Income and Expense

Other income and expense amounted to expense of $9.0 million for the nine months ended September 30, 2026 as compared to expense of $0.6 million for the same prior year period. This was primarily due to $3.2 million of gains on the sale of two preferred equity investments during 2025 compared to zero during 2026, increased interest expense of $2.1 million, lower gains on the sale of real estate investments of $1.3 million, and a decrease in preferred returns of $1.1 million due to the redemption and/or sale of five preferred equity investments partially offset by one new preferred equity investment.

Income Tax Expense

Income tax expense amounted to less than $0.1 million for the nine months ended September 30, 2026 as compared to $1.4 million for the same prior year period. The decrease was primarily due to lower income tax expense related to our preferred equity and DST investments.

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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.

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						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025
Net loss attributable to common stockholders		$	(3,139)		$	(3,608)		$	(10,054)		$	(8,621)
Add back: Net loss attributable to Operating Partnership Units			(7,192)			(8,074)			(22,967)			(19,302)
Net loss attributable to common stockholders and unit holders			(10,331)			(11,682)			(33,021)			(27,923)
Net loss attributable to partially owned properties’ noncontrolling interests			(2,726)			(2,270)			(7,184)			(5,245)
Real estate depreciation and amortization			7,221			6,740			23,934			21,392
Non-real estate depreciation and amortization			14			14			42			43
Non-cash interest expense			852			573			2,456			1,979
Unrealized (gain) loss on derivatives			(74)			494			126			1,728
Provision for (recovery of) credit losses			146			—			146			(104)
Property management and asset management fees			1,351			1,305			4,246			3,966
Management fees to related party			2,720			2,643			8,111			7,789
Acquisition and other transaction costs			(400)			107			206			318
Corporate operating expenses			2,798			2,705			8,432			8,427
Weather-related losses, net			273			37			683			82
Loss on extinguishment of debt costs			—			3			37			12
Interest income			(1,313)			(1,522)			(3,853)			(3,808)
Preferred dividends			2,856			2,417			8,187			6,681
Preferred stock accretion			1,722			1,574			4,283			3,370
Other (income) expense, net			(80)			45			1,080			119
Income tax (benefit) expense			(72)			400			4			1,372
Income from preferred equity investments			(2,508)			(1,783)			(6,072)			(7,199)
Share of net earnings of equity method investment			(653)			(717)			(1,256)			(717)
Interest income from notes receivable			(386)			—			(386)			(598)
Impairment of real estate investments			1,039			4,176			2,160			4,372
Loss (gain) on sale of real estate investments, net			199			(232)			(703)			(1,989)
Gain on sale of available-for-sale investments			—			(1,762)			—			(3,212)
Total property income			2,648			3,265			11,658			10,855
Add back: Interest expense			5,874			4,616			17,039			13,814
Net operating income		$	8,522		$	7,881		$	28,697		$	24,669

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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 92.0% as of September 30, 2026, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants.

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 September 30, 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 $169.2 million, issued demand notes of $2.3 million, and had $303.9 million in total net real estate investments associated with the DST Program. As of September 30, 2026, District at Parkview was the only DST Program offering with equity interests remaining available for subscription by individual investors.

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:

●

$165.2 million in cash available at September 30, 2026;

●

capacity of $50 million on the revolving credit facility, all of which was available as of September 30, 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”).

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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 September 30, 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)	$	448,668	$	13,246	$	81,522	$	155,811	$	198,089
Estimated Interest Payments on Mortgages Payable		118,699		5,937		41,904		26,704		44,154
Total	$	567,367	$	19,183	$	123,426	$	182,515	$	242,243

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.

As of September 30, 2026, we had contractual commitments to fund future cash obligations in certain of our loan and preferred equity investments in the aggregate of $5.2 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 September 30, 2026, we estimate that the remaining costs associated with the completion of construction for these two residential communities will be approximately $99.3 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 September 30, 2026, 18 units remain to be acquired, representing an aggregate purchase price of $4.6 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 September 30, 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 (vi) 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.

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As we did in the nine months ended September 30, 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 (“KeyBank”) and a syndicate of other lenders which provided for a revolving loan with a maximum commitment amount of $50 million. The revolving credit facility contained certain financial and operating covenants and had no outstanding balance as of September 30, 2026. The revolving credit facility matured on October 25, 2026 with no amounts outstanding, and as of the date of this Quarterly Report on Form 10-Q, we were in discussions with KeyBank regarding a replacement facility. There can be no assurance that we will enter into a new facility on acceptable terms, or at all. 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.

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 September 30, 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 have notes receivable investments that, to date, are 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 provide a current stated return and require repayment based on a fixed maturity date. If the property does not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could be reduced below the stated returns if the property does 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 September 30, 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 September 30, 2026, we entered into five joint venture agreements which are classified as available-for-sale debt securities.

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Cash Flows from Operating Activities

●

an increase in due from affiliates of $3.8 million;

●

an increase in accounts receivable, prepaids and other assets of $2.1 million; and

●

an increase in notes and accrued interest receivable of $0.4 million; offset by:

●

non-cash items of $25.2 million;

●

an increase in accounts payable and other accrued liabilities of $4.1 million; and

●

distributions from investments in unconsolidated real estate funds of $0.8 million.

Cash Flows from Investing Activities

During the nine months ended September 30, 2026, net cash used in investing activities was $36.7 million primarily due to the following:

●

$31.4 million used in an investment in notes receivable;

●

$24.9 million used in investments in preferred equity investments;

●

$18.6 million used in the acquisition of real estate investments;

●

$18.5 million used on capital expenditures; and

●

$0.9 million used on the purchase of rate caps; offset by:

●

$57.7 million of proceeds from the sales of real estate investments.

Cash Flows from Financing Activities

During the nine months ended September 30, 2026, net cash provided by financing activities was $33.8 million primarily due to the following:

●

borrowings of $34.7 million on mortgages payable;

●

$32.8 million of contributions from noncontrolling interests;

●

net proceeds of $14.0 million from the issuance of shares of Series B Preferred Stock; and

●

net proceeds of $4.2 million from the issuance of shares of Series A Preferred Stock; offset by:

●

$26.9 million of repayments on mortgages payable;

●

$8.1 million of cash distributions paid to preferred stockholders;

●

$7.2 million of distributions to partially owned properties’ noncontrolling interests;

●

$3.5 million of distributions to noncontrolling interests;

●

$2.4 million in deferred financing costs;

●

$1.9 million paid for the redemption of Series A Preferred Stock;

●

$1.5 million of cash distributions paid to common stockholders;

●

$0.3 million for shares withheld for employee taxes upon vesting of awards; and

●

$0.3 million for purchase of interests from noncontrolling interests.

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Capital Expenditures

The following table summarizes our total capital expenditures for the nine months ended September 30, 2026 and 2025 (amounts in thousands):



		Nine Months Ended
		September 30,
		2026			2025
New development		$	11,453		$	6,035
Redevelopment/renovations			3,056			4,203
Routine capital expenditures			4,011			3,132
Normally recurring capital expenditures			1,059			875
Total capital expenditures		$	19,579		$	14,245

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.

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.

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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.

The table below presents our calculation of FFO and CFFO for the three and nine months ended September 30, 2026 and 2025 ($ in thousands):



		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2026			2025			2026			2025
Net loss attributable to common stockholders		$	(3,139)		$	(3,608)		$	(10,054)		$	(8,621)
Add back: Net loss attributable to Operating Partnership Units			(7,192)			(8,074)			(22,967)			(19,302)
Net loss attributable to common stockholders and unit holders			(10,331)			(11,682)			(33,021)			(27,923)

Real estate depreciation and amortization			7,221			6,740			23,934			21,392
Impairment of real estate investments			1,039			4,176			2,160			4,372
Loss (gain) on sale of real estate investments, net			199			(232)			(703)			(1,989)
Gain on sale of available-for-sale investments			—			(1,762)			—			(3,212)
Adjustment for partially owned properties’ noncontrolling interests			(2,712)			(1,113)			(9,025)			(2,654)
FFO attributable to common stockholders and unit holders			(4,584)			(3,873)			(16,655)			(10,014)

Acquisition and other transaction costs			(400)			107			206			318
Non-cash interest expense			852			573			2,456			1,979
Unrealized (gain) loss on derivatives			(74)			494			126			1,728
Provision for (recovery of) credit losses			146			—			146			(104)
Non-cash returns on unconsolidated real estate funds			(362)			(447)			(425)			(447)
Loss on extinguishment of debt costs			—			3			37			12
Weather-related losses, net			273			37			683			82
Non-real estate depreciation and amortization			14			14			42			43
Other (income) expense, net			(40)			39			1,178			295
Non-cash equity compensation			1,197			1,117			3,564			3,551
Non-recurring income tax (benefit) expense			(19)			187			(16)			933
Preferred stock accretion			1,722			1,574			4,283			3,370
Adjustment for partially owned properties’ noncontrolling interests			(475)			(253)			(1,123)			(666)
CFFO attributable to common stockholders and unit holders		$	(1,750)		$	(428)		$	(5,498)		$	1,080

Per Share and Unit Information:
FFO attributable to common stockholders and unit holders - diluted		$	(0.35)		$	(0.31)		$	(1.29)		$	(0.79)
CFFO attributable to common stockholders and unit holders - diluted		$	(0.13)		$	(0.03)		$	(0.42)		$	0.09

Weighted average common shares and units outstanding - diluted			12,973,188			12,689,829			12,906,513			12,614,111

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.

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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
June 12, 2026		June 25, 2026			0.125		July 2, 2026
September 14, 2026		September 25, 2026			0.125		October 5, 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
June 12, 2026		June 25, 2026			0.125		July 2, 2026
September 14, 2026		September 25, 2026			0.125		October 5, 2026
Series A Preferred Stock
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
April 13, 2026		April 24, 2026			0.125		May 5, 2026
April 13, 2026		May 22, 2026			0.125		June 5, 2026
April 13, 2026		June 25, 2026			0.125		July 2, 2026
July 10, 2026		July 24, 2026			0.125		August 5, 2026
July 10, 2026		August 25, 2026			0.125		September 4, 2026
July 10, 2026		September 25, 2026			0.125		October 5, 2026
Series A Preferred Enhanced Special Dividend ⁽¹⁾
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
April 13, 2026		April 24, 2026			0.010417		May 5, 2026
April 13, 2026		May 22, 2026			0.010417		June 5, 2026
April 13, 2026		June 25, 2026			0.010417		July 2, 2026
July 10, 2026		July 24, 2026			0.010417		August 5, 2026
July 10, 2026		August 25, 2026			0.010417		September 4, 2026
July 10, 2026		September 25, 2026			0.010417		October 5, 2026
Series B Preferred Stock⁽²⁾
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
April 13, 2026		April 24, 2026			0.15625		May 5, 2026
April 13, 2026		May 22, 2026			0.15625		June 5, 2026
April 13, 2026		June 25, 2026			0.15625		July 2, 2026
July 10, 2026		July 24, 2026			0.15625		August 5, 2026
July 10, 2026		August 25, 2026			0.15625		September 4, 2026
July 10, 2026		September 25, 2026			0.15625		October 5, 2026

⁽¹⁾

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⁽²⁾

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.

Subsequent Events

Other than the items disclosed in Note 18 “Subsequent Events” to our interim Consolidated Financial Statements for the period ended September 30, 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 $(12.7) million are excluded. At September 30, 2026, the revolving credit facility had no outstanding balance.



		2026			2027			2028			2029			2030			Thereafter			Total
Mortgage Notes Payable		$	13,246		$	75,819		$	5,703		$	100,645		$	55,166		$	198,089		$	448,668
Weighted Average Interest Rate			7.46	%		6.60	%		5.72	%		5.27	%		5.58	%		5.03	%		5.50	%

The fair value of mortgages payable is estimated at $427.3 million at September 30, 2026.

The table above incorporates those exposures that exist at September 30, 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.

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At September 30, 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 $115.2 million of our debt.

Based on our debt outstanding and interest rates in effect at September 30, 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 $79,000 or decrease interest expense by approximately $79,000, respectively, for the quarter ended September 30, 2026.

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 September 30, 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 September 30, 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 September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 September 30, 2026, our total indebtedness was approximately $448.7 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 September 30, 2026, the number of preferred shares outstanding was as follows: 6,399,377 shares of Series A Preferred Stock and 652,187 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 September 30, 2026, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).

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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

10.1		Third Amendment to Management Agreement dated August 7, 2026, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2026

10.2		Loan Agreement dated August 27, 2026, between BHM HPE ZC Lender, LLC, as lender, and BR HPE ZC Investment Co, LLC, as borrower

10.3		Indemnity and Guaranty Agreement dated August 27, 2026 by Bluerock Homes Trust, Inc., in favor of Wilmington Trust, National Association, as Trustee for the registered certificate holders of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise), and the other indemnified parties named therein

10.4		Hazardous Material Indemnity Agreement dated August 27, 2026, by BR HPE Zero Coupon Sub, DST and Bluerock Homes Trust, Inc., in favor of Wilmington Trust, National Association, as Trustee for the registered certificate holders of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise), and the other indemnified parties named therein

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

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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

101.1		The following information from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 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)

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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: November 10, 2026		/s/ R. Ramin Kamfar
		R. Ramin Kamfar
		Chief Executive Officer
		(Principal Executive Officer)


DATE: November 10, 2026		/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer
		(Principal Financial Officer, Principal Accounting Officer)

Exhibit 10.2

LOAN AGREEMENT

BETWEEN

BHM HPE ZC LENDER, LLC

as Lender

and

BR HPE ZC INVESTMENT CO, LLC

as Borrower

LOAN AGREEMENT

THIS LOAN AGREEMENT (the “Loan Agreement”) is dated as of August 27, 2026.

BETWEEN:

(1)	BHM HPE ZC Lender, LLC, a Delaware limited liability company, with an address at 919 Third Avenue, Suite 4000, New York, NY 10022 (the “Lender”); and

(2)	BR HPE ZC Investment Co, LLC, a Delaware limited liability company, with an address at 919 Third Avenue, Suite 4000, New York, NY 10022 (the “Borrower”).

WHEREAS, the Borrower desires to borrow certain funds from the Lender, and the Lender desires to lend such funds to the Borrower; and

NOW THEREFORE, the Lender and the Borrower now desire to enter into this Loan Agreement.

IT IS AGREED as follows:

SECTION 1. LOAN.

1.1Commitment to Lend. On the date hereof, subject to the terms and conditions set forth in this Loan Agreement, the Lender agrees to lend to the Borrower, and the Borrower shall borrow from the Lender, the Loan Amount.

1.2The Loan. The loan (the “Loan”) made pursuant to this Loan Agreement shall be made in two advances not to exceed the Loan Amount (as defined below): (a) the Initial Advance on the date hereof, and (b) the Second Advance approximately six (6) months following the date hereof for the payment of the second portion of that certain fee to USRA Acquisition Co LLC owed by Bluerock Value Exchange as part of that certain agreement between the parties dated as of August 26, 2026. Such Loan shall (i) accrue interest at the rate of thirteen percent (13.00%) per annum, to be calculated on the basis of the actual number of days elapsed from the date hereof until repayment at a year of three hundred and sixty (360) days, and shall accrue as paid-in-kind (“PIK”) interest, which shall be automatically added to and capitalized as principal on each Payment Date (as defined below), and (ii) unless otherwise agreed in writing by the Lender and the Borrower, have a maturity date of three (3) years from the date of this Loan Agreement (the “Termination Date”). The first day of each calendar month starting on the first month after the Loan has been made is the payment date (the “Payment Date”).

1.3Application of Payments. All interest on the Loan shall accrue as PIK interest and shall be automatically capitalized and added to the outstanding principal balance on each Payment Date. Each payment by the Borrower on account of the Loan shall be applied to the outstanding principal balance (including previously capitalized PIK interest), unless the Borrower and the Lender otherwise agree in writing.

SECTION 2. AFFIRMATIVE COVENANTS.

The Borrower covenants and agrees that, so long as this Loan Agreement is outstanding:

2.1Punctual Payment. The Borrower will duly and punctually pay or cause to be paid when due the principal and interest on the Loan.

2.2Legal Existence. The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence and rights. The Borrower will continue to engage primarily in the businesses now conducted by it and in related businesses.

2.3Collateral. Any and all funds received by the Borrower from the sale or transfer of its ownership interests in BR HPE Zero Coupon, DST (the “Class 2 Interests”) shall be transferred within ten (10) business days to Lender. Notwithstanding the foregoing, (i) Pledgor may retain a nominal amount of cash in its operating account and (ii) Pledgor shall not be obligated to transfer and funds to Lender unless the funds held in its account exceed Five Thousand Dollars ($5,000.00).

2.4Pledge. Borrower has granted to Lender, pursuant to that certain pledge agreement, dated as of the date hereof (the “Pledge Agreement”), a valid and perfected first priority security interest in the Pledged Collateral, and the Pledge Agreement constitutes a legal, valid, and binding obligation of Borrower [or Pledgor], enforceable against it in accordance with its terms.

SECTION 3. NEGATIVE COVENANTS.

The Borrower covenants and agrees that, so long as this Loan Agreement is outstanding:

3.1Restrictions on Indebtedness. The Borrower will not create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any indebtedness for money borrowed other than indebtedness to the Lender arising under this Loan Agreement, without first receiving the Lender’s consent.

SECTION 4. REPAYMENT.

4.1Maturity. The Borrower hereby unconditionally promises to pay the Lender on the Termination Date in Dollars and in immediately available funds, the outstanding amount of the Loan (including all capitalized PIK interest), together with any and all accrued and unpaid amounts thereon. In addition, the Borrower shall prepay the Loan from 100% of the proceeds received from the syndication of interests in the Trust, which proceeds shall be applied to reduce the outstanding Loan balance until repaid in full.

SECTION 5. ACCELERATION; PREPAYMENT.

5.1Default. If any of the following events shall occur and be continuing, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied:

(a)The Borrower fails to pay any principal of the Loan or interest on the Loan within 30 days after the same shall become due and payable, whether at any

Payment Date, stated date of maturity, or any accelerated date of maturity or at any other date fixed for payment; or

(b)

The Borrower commences any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower shall make a general assignment for the benefit of its creditors; or

(i) there shall be commenced against the Borrower any case, proceeding or other action of a nature referred to in clauses (i)(A) and (B) above which (x) results in the entry of an order for relief or any such adjudication or appointment or (y) remains undismissed, undischarged or unbonded for a period of 60 days; or

(ii) there shall be commenced against the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 30 days from the entry thereof; or

(iii) the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or

(iv) the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

(c)The Borrower shall fail to perform any term, covenant or agreement contained herein for 30 days after written notice of such failure has been given to the Borrower by the Lender;

then, and in any such event, (A) if such event is an Event of Default specified in Section 5.1(a), so long as the same may be continuing, automatically the principal amount hereof and all accrued interest shall immediately become due and payable, and (B) if such event is any other Event of Default, the Lender may, by written notice to the Borrower, declare the principal and accrued interest hereof to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided herein, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

5.2Remedies. In case any one or more of the Events of Default shall have occurred and be continuing, the Lender, if owed any amount with respect to the Loan, may proceed to protect

and enforce its rights by suit in equity, action at law or other appropriate proceeding, including for the specific performance of any covenant or agreement contained in this Loan Agreement.

5.3Voluntary Prepayment. At any time and from time to time, upon one business days’ written notice to Lender, the Borrower may prepay all or any portion of the accrued interest and/or outstanding principal amount of the Loan. Any such prepaid principal amount may not be drawn again by the Borrower.

SECTION 6. AMENDMENTS.

6.1Adoption of Amendments; Limitations Thereon. This Loan Agreement is subject to amendment only with the written consent of the Borrower and the Lender.

SECTION 7. GENERAL.

7.1Waivers. All parties now and hereafter liable with respect to this Loan Agreement, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

7.2Notices. Any notice to the Lender shall be delivered to the address of the Lender at the address set forth in the recitals of this Loan Agreement or such other address of which the Lender shall advise the Borrower in writing. Any notice to the Borrower shall be at the principal office of the Borrower at the address set forth in the recitals of this Loan Agreement or at such other place as the Borrower shall notify the Lender in writing.

7.3Entire Agreement. This Loan Agreement (including the Annexes hereto) and the other agreements referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof. This Loan Agreement may not be modified or amended other than pursuant to Section 6.

7.4Headings, etc. The headings in this Loan Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Loan Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine or the neuter gender shall include the masculine, the feminine and the neuter.

7.5Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument; provided, that each such counterpart shall be executed by the Borrower.

7.6GOVERNING LAW. THIS LOAN AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

7.7Jurisdiction. The U.S. federal and Delaware state courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the Lender and the Borrower submit to the exclusive jurisdiction of the U.S. federal and Delaware

state courts. The Lender and the Borrower waive any objection to the U.S. federal and Delaware state courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.

[SIGNATURES ON FOLLOWING PAGE.]

IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement to be effective as of the day and year first above written.

Borrower:	BR HPE ZC INVESTMENT CO, LLC, a Delaware limited liability company

	By: BAM RK DST INVESTOR, LLC, a Delaware limited liability company, its sole Member

	By: BLUEROCK ASSET MANAGEMENT, LLC, a Delaware limited liability company, its Manager

	By:	/s/ Jordan Ruddy
	Name:	Jordan Ruddy
	Title:	Authorized Signatory

Lender:	BHM HPE ZC LENDER, LLC, a Delaware limited liability company

	By: BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership, its sole member

	By: BLUEROCK HOMES TRUST, INC., a Maryland corporation, its general partner

	By:	/s/ Jordan Ruddy
	Name:	Jordan Ruddy
	Title:	Authorized Signatory

ANNEX I

Definitions

The definitions in this Annex I shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

“Borrower” has the meaning specified in the recitals.

“Dollars” and “$”mean lawful currency of the United States.

“Event of Default” means any of the events specified under Section 5.1; provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Initial Advance” shall mean thirty-one million four hundred and thirty-four thousand, one hundred and fifteen dollars ($31,434,115.00)

“Lender” has the meaning specified in the recitals.

“Loan” means the loan made by the Lender to the Borrower pursuant to Section 1.

“Loan Amount” means up to thirty-three million eighty-eight thousand dollars ($33,088,000.00).

“Termination Date” has the meaning specified in Section 1.2.

Exhibit 10.3

IN ANY INSTANCE IN WHICH THE CONSENT OR APPROVAL OF PURCHASER IS REQUIRED HEREUNDER OR UNDER ANY OTHER OPERATIVE AGREEMENT, INDEMNITOR SHALL ALSO OBTAIN THE CONSENT OR APPROVAL OF BALLOON NOTE GUARANTOR IN ACCORDANCE WITH THE TERMS HEREOF.

INDEMNITY AND GUARANTY AGREEMENT

Dated as of August 27, 2026

From

BLUEROCK HOMES TRUST, INC., a Maryland corporation,

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
for the registered certificate holders, from time to time,

of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise)

INDEMNITY AND GUARANTY AGREEMENT

This INDEMNITY AND GUARANTY AGREEMENT (this “Agreement”), made as of August 27, 2026, is by BLUEROCK HOMES TRUST, INC., a corporation organized under the laws of the State of Maryland (“Indemnitor”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (“Trustee”) for the registered certificate holders, from time to time, of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise) (“Purchaser” or “Beneficiary”) and the Indemnified Parties (as defined below).

WITNESSETH:

WHEREAS, pursuant to a Note Purchase Agreement dated as of the date hereof between BR HPE Zero Coupon Sub, DST, a statutory trust organized under the laws of the State of Delaware (“Company”), and Purchaser (the “Note Purchase Agreement”), Company has agreed to offer and sell to Purchaser, and Purchaser has agreed to purchase from Company, Company’s 6.54% Senior Secured Note, due on the Maturity Date (as defined therein), in an initial principal amount of $309,980,617.52, accreting to $310,306,355.43 (the “Note”); and

WHEREAS, the Note is secured by, among other things, (i) a Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, from Company for the benefit of Purchaser (the “Security Instrument”), (ii) an Assignment of Leases and Rents from Company to Purchaser and other documents dated of even date herewith between Company and Purchaser, encumbering Company’s fee ownership interest in that certain real property described on Exhibit A attached thereto and incorporated herein by this reference (the “Premises”), together with Company’s interest in the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements, improvements and appurtenances now standing or at any time constructed or placed upon the Premises (hereinafter, the “Improvements”) and the entire interest of Company in and to, all and singular, the tenements, hereditaments, easements, rights of way, rights, privileges and appurtenances to the Premises, belonging or in any way related to or benefitting the Premises or the Improvements (collectively with the Premises and the Improvements, the “Property”), (iii) a Nonrecourse Guaranty, Pledge and Security Agreement dated as of even date herewith, between BR HPE Zero Coupon, DST, a Delaware statutory trust (“Pledgor”), and Purchaser, (iv) a lien on all funds held pursuant to the Escrow and Servicing Agreement (as defined in the Security Instrument), and (v) by other documents and instruments; and

WHEREAS, the Balloon Note Guarantor (as defined in the Security Instrument) has agreed to issue the Balloon Note Guaranty Policy (as defined in the Security Instrument) to Purchaser guaranteeing the payment of the principal amount scheduled to be due under the Note on the Maturity Date thereof; and

WHEREAS, as a condition to Purchaser’s purchasing the Note from Company and to Balloon Note Guarantor’s issuance of the Balloon Note Guaranty to Purchaser, Purchaser and Balloon Note Guarantor have required that Indemnitor indemnify Purchaser, Balloon Note Guarantor and the registered certificate holders (“Certificate Holders”), from time to time, of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise) (the “Trust”) and any assignee or any successor in interest to Purchaser or any other Person taking title to the Property in the event of an exercise

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of remedies under the Security Instrument or a deed or other conveyance in lieu thereof (collectively, the “Indemnified Parties”) from and against, and guarantee payment to Indemnified Parties of, the Recourse Obligations set forth herein under the terms of the Note and the Security Instrument; and

WHEREAS, the purchase of the Note from Company is of substantial benefit to Indemnitor and, therefore, Indemnitor desires to indemnify the Indemnified Parties from and against and guaranty payment to the Indemnified Parties of the Recourse Obligations set forth herein; and

WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Security Instrument.

NOW, THEREFORE, to induce Purchaser to purchase the Note from Company, Balloon Note Guarantor to issue the Balloon Note Guaranty Policy to Purchaser and the Certificate Holders to purchase the certificates of the Trust to provide funding for Purchaser to purchase the Note from Company, and in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Indemnitor hereby covenants and agrees for the benefit of the Indemnified Parties, as follows:

SECTION 1.INDEMNITY AND GUARANTY.

(a)Indemnitor hereby guarantees payment to the Indemnified Parties of, hereby agrees to pay, protect, defend and save the Indemnified Parties harmless from and against, and hereby indemnifies the Indemnified Parties from and against any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees), causes of action, suits, claims, demands and judgments of any nature or description whatsoever (including, without limitation, reasonable attorneys’ fees, costs and expenses incurred in connection with any enforcement (including any action, or claim or suit brought) by Indemnified Parties of any indemnification) (collectively, “Costs”) which may at any time be imposed upon, incurred by or awarded against any Indemnified Party as a result of the occurrence of any one or more of the following (collectively, the “Loss Recourse Obligations”):

(i)misapplication or conversion by Company, Pledgor, Indemnitor or any of their respective beneficial interest holders (other than, if Indemnitor is a publicly traded real estate investment trust qualified under Subchapter M of Chapter 1 of the Internal Revenue Code (Sections 856 to 859) (such publicly traded real estate investment trust, a “Public REIT”), any beneficial interest holder of Indemnitor) or any of their authorized agent acting at the direction of Company, Pledgor or Indemnitor of rents, reimbursements, or any other amounts paid by Tenant, condemnation awards and insurance proceeds in violation of the requirements of the Security Instrument;

(ii)misapplication or conversion of proceeds of the Note in violation of the requirements of the Security Instrument by Company, Pledgor or Indemnitor or any of their respective beneficial interest holders (other than, if Indemnitor is a Public REIT, any beneficial interest holder of Indemnitor) or any of their authorized agent acting at the direction of Company, Pledgor or Indemnitor;

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(iii)failure by Company to pay the amounts required to be paid under Section 6.9 of the Security Instrument;

(iv)intentional physical waste of the Property by Company, Pledgor or Indemnitor or any of their respective beneficial interest holders (other than, if Indemnitor is a Public REIT, any beneficial interest holder of Indemnitor) or any of their authorized agent acting at the direction of Company, Pledgor or Indemnitor, it being agreed that acts or omissions of Tenant will not be imputed to Company, Pledgor or Indemnitor;

(v)in connection with any of (a) the financing evidenced by the Note, including the issuance of the Balloon Note Guaranty Policy, (b) the Lease, or (c) the Property, gross negligence, fraud or misrepresentation, willful misconduct or bad faith of Company, Pledgor or Indemnitor or any of their respective beneficial interest holders (other than, if Indemnitor is a Public REIT, any beneficial interest holder of Indemnitor) or any of their authorized agent acting at the direction of Company, Pledgor or Indemnitor;

(vi)failure of Company to comply with Company’s obligations under (A) Sections 2.23(a) of the Security Instrument which results in a substantive consolidation of Company or (B) Section 2.3(g), (h) or (i) of the Security Instrument without the prior written consent of Purchaser and Balloon Note Guarantor;

(vii)any amendment of the special purpose provisions of Company’s Organizational Documents (other than ministerial changes to the special purpose provisions in connection with a conversion of Company from a Delaware statutory trust to a limited liability company (or vice versa) as set forth in the Operating Agreement of Company in the form it is in on the Closing Date), without the prior written consent of Purchaser and Balloon Note Guarantor;

(viii)failure by Company to fulfill any obligation (monetary or otherwise), if any, with respect to the Granted Property (including the Lease) and not assumed by Tenant under the Lease, including, without limitation, any obligations in favor of Balloon Note Guarantor pursuant to the Operative Agreements and any obligations pursuant to the terms of the Lease, the Borrower Insurance and Indemnity Agreement, any easement agreement or reciprocal easement agreement or any other document recorded in the real estate records and encumbering the Property;

(ix)any amendment, modification, waiver, extension, supplement or alteration, other than the Material Modifications (defined below), of the Lease entered into or consented to by Company in writing without Purchaser’s and Balloon Note Guarantor’s prior written consent except as expressly permitted pursuant to the terms of the Lease and to the extent Company consent is not required thereunder;

(x)failure by Company to comply with its obligations under the Balloon Note Guaranty Policy or the Borrower Insurance and Indemnity Agreement executed by Company in connection therewith which results, directly or indirectly, in a Reduction Amount or an Exclusion Event under (and as defined in) the Balloon Note Guaranty Policy;

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(xi)any amendment, modification, cancellation or termination of the Balloon Note Guaranty Policy by Company without the prior written consent of Purchaser;

(xii)failure by Company to discharge or bond over mechanic’s liens and other monetary encumbrances and judgment liens against the Property in violation of the Security Instrument that are caused by Company and not caused by Purchaser, Tenant or any Person deriving rights in the Property from Tenant;

(xiii)failure by Company to consummate a DST Conversion when required under Section 2.2 of the Security Instrument in accordance with the terms thereof or failure by Company to pay the out-of-pocket losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) of Purchaser and Balloon Note Guarantor payable by Company pursuant to Section 2.2 of the Security Instrument;

(xiv)any claims of the beneficial interest owners in or members of Company regarding any violation of Delaware law applicable to Company’s formation, status, and existence as a Delaware Statutory Trust;

(xv)the failure by Company to file, or cause to be filed, UCC continuation statements with respect to the UCC financing statements filed in connection with the Debt, as and when required pursuant to Section 2.20 of the Security Instrument, but in each case only to the extent that amounts on deposit in the UCC Continuation Statement Reserve (as defined in, and held pursuant to, the Escrow and Servicing Agreement) are insufficient to pay the costs and expenses of preparing and filing such UCC continuation statements; or

(xvi)the incurrence by Company, Pledgor or any of their respective beneficial interest holders or any of their authorized agent acting at the direction of Company or Indemnitor of any indebtedness that is secured by a voluntary claim, lien, charge or encumbrance filed directly against the Granted Property or any portion thereof, other than as permitted pursuant to the Security Instrument.

Notwithstanding the foregoing, no Loss Recourse Obligation shall arise under the foregoing clauses (i) through (xvi) unless and until Purchaser has provided Indemnitor with written notice of the applicable event or condition and Indemnitor has failed to cure such event or condition within thirty (30) days after receipt of such notice (or such longer period as may be reasonably necessary to effect such cure, provided that Indemnitor has (x) commenced such cure within such thirty (30) day period and is diligently pursuing the same to completion, and (y) delivered to Purchaser, within such thirty (30) day period, security reasonably acceptable to Purchaser and Ballon Note Guarantor (in form, amount and duration) to secure Indemnitor’s completion of such cure); provided, however, that no cure period shall apply to Loss Recourse Obligations arising under Section 1(a)(v) or 1(a)(vi)(A).

(b)Notwithstanding anything to the contrary in the Operative Agreements, Purchaser shall not be deemed to have waived any right which Purchaser may have under sections 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the obligations owing to Purchaser, and the full amount of the Debt shall be fully recourse to Indemnitor (collectively, the

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“Full Recourse Obligations” and, together with the Loss Recourse Obligations, collectively, the “Recourse Obligations”):

(i)upon the occurrence of a voluntary bankruptcy, insolvency or similar debt relief proceeding initiated by Company or Indemnitor or an involuntary bankruptcy, insolvency proceeding or similar debt relief of Company or Indemnitor involving the collusion of Company or any of its Affiliates or Indemnitor that, in the case of an involuntary bankruptcy, insolvency proceeding or similar debt relief of Company or Indemnitor, is not dismissed within sixty (60) days of the date of filing thereof;

(ii)upon a voluntary Sale or Transfer by Company, Indemnitor or any of their Affiliates (except as permitted under Section 2.3(g), (h) or (i) of the Security Instrument) and specifically excluding Sales or Transfers due to foreclosure, power of sale, deed in lieu of foreclosure or similar proceedings);

(iii)in the event Company or Indemnitor raises any defense, counterclaim and/or allegation in any case, action, suit or proceeding which is found by a court in a final order to have been raised by Company or Indemnitor, as the case may be, in bad faith or to be without basis in fact or law, seeking to suspend, reduce, impede, or impair Purchaser’s right of recourse to the Granted Property or any part thereof (neither (A) the bringing of a good faith counterclaim which if not raised in a foreclosure procedure would be barred, and which does not seek to enjoin the enforcement action of Purchaser, nor (B) the good faith denial of facts alleged by Purchaser in an enforcement action, shall give rise to Indemnitor’s liability under this subsection (iii));

(iv)in the event Company or Indemnitor engages in any intentional act, omission, or misrepresentation which has the effect of suspending, delaying, reducing, impeding, or impairing Purchaser’s right of recourse to the Granted Property or any part thereof which is found by a court in a final order to have been in bad faith or to be without basis in fact or law;

(v)in the event of any substitution, assignment or replacement of Tenant or any cancellation, termination or surrender of the Lease, in each case, entered into or consented to by Company in writing without Purchaser’s prior written consent;

(vi)in the event of any amendment, modification, extension, supplement or alteration of the Lease, entered into or consented to by Company in writing without Purchaser’s and Balloon Note Guarantor’s prior written consent, that (a) changes the timing of payment of rent in a manner materially and adversely affecting Company or Purchaser, (b) reduces the amount of rent payable to Company (or any of its assignees) under the Lease, (c) modifies the term of the Lease in a manner materially and adversely affecting Company or Purchaser, (d) removes any real property from the terms of the Lease, (e) imposes any additional obligations or liability upon Company in a manner materially and adversely affecting Company or Purchaser, or (f) reduces any obligation or liability of Tenant to Company under the Lease in a manner materially and adversely affecting Company or Purchaser (such amendments, modifications, extensions, supplements and

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alterations of the Lease described in subclause (a) through (f), inclusive, collectively, the “Material Modifications”);

(vii)a breach of Section 2.4 and/or Exhibit E of the Operating Agreement and such breach is cited in a decision of a court of competent jurisdiction as the basis for ordering the substantive consolidation of the assets and liabilities of Company with any other Person; and

(viii)any breach of the representations set forth in paragraph 2(b) of Exhibit B to the Note Purchase Agreement and such breach is cited in a decision of a court of competent jurisdiction in a final order as the basis for ordering the substantive consolidation of the assets and liabilities of Company with any other Person.

(c)This is a guaranty of payment and performance and not of collection. The liability of Indemnitor under this Agreement shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Company or any other Person (including, without limitation, other guarantors, if any), nor against the collateral for the Note. Indemnitor waives any right to require that an action be brought against Company or any other Person or to require that resort be had to any collateral for the Note or to any balance of any deposit account or credit on the books of Purchaser in favor of Company or any other Person. In the event, on account of the Bankruptcy Code, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Company shall be relieved of the Recourse Obligations, Indemnitor shall nevertheless be fully liable therefor. During the existence of an Event of Default, Purchaser shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Note) thereunder or hereunder, in any order, and all rights, powers and remedies available to Purchaser in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Purchaser, this Agreement shall nevertheless remain in full force and effect, and Indemnitor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Indemnitor may have against Company may be destroyed or diminished by the exercise of any such remedy.

(d)(i)As used in this Section 1(d), the following terms shall have the respective meanings set forth below:

(1)“Liquidity” shall mean, at any time, the amount of cash and marketable securities owned by a Person.

(2)“Liquidity Threshold” shall mean Five Million Dollars ($5,000,000).

(3)“Tangible Net Worth” shall mean, as of a given date, (x) the total tangible assets of Indemnitor as of such date less (y) Indemnitor’s total liabilities as of such date, in each case determined in accordance with an accrual accounting methodology such as GAAP or the FASB Accounting Standards Codification for

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disclosures about fair value of its financial instruments, including paragraph 820- 10 and excluding Indemnitor’s interests directly or indirectly, if any, in and to the Property.

(4)“Tangible Net Worth Threshold” shall mean Twenty Million Dollars ($20,000,000).

(ii)Until all of the Debt has been paid in full, Indemnitor (1) shall maintain a Tangible Net Worth of not less than the Tangible Net Worth Threshold and Liquidity equal to or greater than the Liquidity Threshold and (2) shall not sell, pledge, mortgage or otherwise transfer any of its assets, or any interest therein, which would cause Indemnitor’s Tangible Net Worth to fall below the Tangible Net Worth Threshold.

(iii)Indemnitor shall not, at any time while a Default or Event of Default has occurred and is continuing, enter into or effectuate any transaction with any Affiliate which would reduce the Tangible Net Worth of Indemnitor.

(e)Indemnitor hereby agrees, as a material inducement to Purchaser to purchase the Note from Company and the Balloon Note Guarantor to issue the Balloon Note Guaranty Policy, to furnish to Purchaser and Balloon Note Guarantor (i) promptly annually (and in any event within one hundred twenty (120) days after the close of each fiscal year of Indemnitor) and at any time during an Event of Default quarterly current and dated financial statements detailing the assets and liabilities of Indemnitor certified and internally prepared by Indemnitor in accordance with an accrual accounting methodology such as GAAP or the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments, including paragraph 820-10, in form and substance reasonably acceptable to Purchaser and Balloon Note Guarantor, provided that Indemnitor shall not be required to deliver this financial statement if same is publicly available, and (ii) promptly following a request by Purchaser or Balloon Note Guarantor, such other unaudited financial statements, tax returns (if any) and other financial information with respect to Indemnitor, as Purchaser or Balloon Note Guarantor shall reasonably request, provided that Indemnitor shall not be required to deliver such financial information if same is publicly available. Indemnitor hereby warrants and represents unto Purchaser and Balloon Note Guarantor that any and all balance sheets, net worth statements and other financial data which have heretofore been given or may hereafter be given to Purchaser and Balloon Note Guarantor with respect to Indemnitor did or will as of the effective date thereof fairly and accurately present the financial condition of Indemnitor. Indemnitor warrants and represents to Purchaser and Balloon Note Guarantor that Indemnitor’s current Tangible Net Worth is not less than what is shown on Indemnitor’s most recent financial statements that were delivered to Purchaser. Notwithstanding the foregoing, the failure of Indemnitor to provide the financial information provided in this Section 1(e) shall not give rise to an Event of Default of Company or Indemnitor until Purchaser provides notice of such failure to Company and Indemnitor and such failure continues for a period of fifteen (15) days thereafter; provided that, for avoidance of doubt, there shall at no point be a failure under this Section 1(e) if the information requested of Indemnitor is publicly available. Purchaser’s duty under this Section 1(e) shall be to forward any information it receives to the Registered Certificate Holders within ten (10) days of receipt thereof but shall not have any duty to verify the adequacy, completeness or sufficiency of such information.

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(f)Indemnitor hereby warrants and represents unto the Indemnified Parties that the following are true, correct and complete as of the date hereof:

(i)Indemnitor is a corporation and has the authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Indemnitor has duly and validly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Indemnitor, enforceable against Indemnitor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(ii)Neither the execution nor delivery of this Agreement nor fulfillment of nor compliance with the terms and provisions hereof will (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in a creation of any lien, charge or encumbrance upon any property or assets of Indemnitor under any agreement or instrument to which Indemnitor is now a party or by which Indemnitor may be bound or (ii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to Indemnitor.

(iii)There are no legal proceedings, insolvency proceedings, material claims or demands currently pending against, or to the best of Indemnitor’s knowledge, threatened against Indemnitor or any of Indemnitor’s assets that would adversely affect in any material respect Indemnitor’s ability to perform under this Agreement and that have not been fully insured against and/or bonded over. Indemnitor has not been involved as a debtor in any bankruptcy proceedings nor given a secured property back to a lender through foreclosure, deed in lieu of foreclosure, bankruptcy proceedings, or otherwise. Indemnitor has not been indicted or convicted of a felony or of any financial crime or had a securities, commodities or other financial industry license revoked or suspended nor is Indemnitor aware of, or have any reason to believe, that Indemnitor is under investigation or indictment for any conduct that may result in criminal liability or material civil liability being asserted against, or imposed upon, Indemnitor. Neither Indemnitor nor, to Indemnitor’s knowledge, any Affiliate has been removed or prohibited from participating in any contractual or business relationship with any Governmental Authority pursuant to any enforcement action.

(iv)Indemnitor has filed all federal, state, county and municipal income tax returns required to have been filed by Indemnitor and has paid all taxes which have become due pursuant to such returns or pursuant to any assessments received by Indemnitor. Indemnitor does not know of any basis for additional assessment with regard to any such taxes.

(v)Any and all financial statements, net worth statements, bank and brokerage statements, tax returns and other financial data which have heretofore been furnished to Indemnified Parties with respect to Indemnitor fairly and accurately present the financial condition of Indemnitor, in all material respects, as of the date thereof and, since the date thereof, there has been no material adverse change in the financial condition of Indemnitor.

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(vi)Indemnitor is legally entitled to enter into this Agreement and is not in violation of any ethical or prohibited conflict of interest laws in connection with entering into any agreement or contract with any Governmental Authority.

(vii)Excluding, without limitation, owners of publicly-traded interest in Indemnitor, Indemnitor (1) is not a Blocked Person, (2) has not been notified that its name appears or may in the future appear on a State Sanctions List or (3) is not a target of sanctions that have been imposed by the United Nations or the European Union. Indemnitor (i) has not violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti- Corruption Laws or (ii) to its knowledge, is not under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(g)Excluding, without limitation, owners of publicly-traded interest in Indemnitor, Indemnitor will not (a) become, own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Note) with any Person if such investment, dealing or transaction (1) would cause any Indemnified Party or any affiliate of such Indemnified Party to be in violation of, or subject to sanctions under, any law or regulation applicable to such Indemnified Party, or (2) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

SECTION 2.INDEMNIFICATION PROCEDURES.

(a)If any claim or action shall be asserted or brought against any Indemnified Party based upon any of the Recourse Obligations, such Indemnified Party shall notify Indemnitor and Asset Manager in writing thereof and Company, Pledgor and/or Asset Manager (together with their respective designees and/or insurers, each, a “Defense Party” and collectively, the “Defense Parties”) shall promptly assume the defense thereof, including, without limitation, the employment of counsel by such Defense Party which is reasonably acceptable to the applicable Indemnified Party and the negotiation of any settlement; provided, however, that any failure of any Indemnified Party to notify Indemnitor or Asset Manager of such matter shall not impair or reduce the obligations of Indemnitor hereunder. Each Indemnified Party shall have the right, at such Indemnified Party’s reasonable expense (which expense shall be included in Costs and Indemnitor shall pay the same as hereinafter provided), to employ separate counsel in any such action and to participate in the defense thereof. In the event the Defense Parties shall fail to discharge or undertake to defend any Indemnified Party against any claim, loss or liability for which such Indemnified Party is indemnified hereunder promptly (and in any event within twenty (20) Business Days of notice of such), such Indemnified Party may, at its sole option and election, defend or settle such claim, loss or liability, at Indemnitor’s reasonable expense; provided, however, if a settlement is in excess of $500,000.00, then such Indemnified Party shall give notice of such settlement to Indemnitor, which such notice shall be sent to Indemnitor by prepaid overnight air courier with signature required, and not by any other method of notice contemplated in Section 5(j) herein (a “Settlement Notice”), and Indemnitor shall have ten (10) Business Days from actual receipt of a Settlement Notice (which actual receipt shall be evidenced by a read- receipt-requested email from the Indemnified Party to Company and Principal with the subject line “NOTICE OF IMMINENT SETTLEMENT – BR HPE ZERO COUPON SUB, DST,” which

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email shall attach a valid “proof of delivery” document from courier) to give notice to such Indemnified Party that either Indemnitor consents to such settlement or Indemnitor, effective on the date of such notice, will assume the defense or negotiation of such claim, and if Indemnitors fail to provide such notice or if Indemnitors assume such defense or negotiation and Indemnified Party has a good faith belief that Indemnitor has failed to continue to pursue such defense or negotiation for a period of sixty (60) days, then such Indemnified Party may enter into such settlement and such settlement shall be binding on Indemnitor. If Indemnitor assumes the defense or the negotiation of such claim, Indemnitor shall not settle such claim without the Indemnified Party’s prior written consent if such settlement involves any non-monetary consideration or satisfaction or does not fully satisfy and discharge such claim. The liability of Indemnitor to an Indemnified Party hereunder shall be conclusively established by such settlement, provided such settlement is made in good faith, the amount of such liability to include both the settlement consideration and the reasonable out-of-pocket costs and expenses, including, without limitation, reasonable third-party attorneys’ fees and disbursements, incurred by such Indemnified Party in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitor shall pay the same as hereinafter provided. An Indemnified Party’s good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for such Indemnified Party.

(b)Indemnitor shall not, without the prior written consent of the applicable Indemnified Party: (i) with respect to any Recourse Obligation, settle or compromise any action, suit, proceeding or claim or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the applicable Indemnified Party of a full, complete and unconditional written release of such Indemnified Party (in form satisfactory to such Indemnified Party in its sole discretion) from all liability in respect of such action, suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) with respect to any Recourse Obligation, settle or compromise any action, suit, proceeding or claim in any manner that may adversely affect any Indemnified Party or obligate any Indemnified Party to pay any sum or perform any obligation.

(c)All Costs shall be reimbursable to the Indemnified Parties when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitor shall pay to the affected Indemnified Party any and all Costs then due within thirty (30) days after written notice from such Indemnified Party itemizing and providing reasonable documentation to support the amounts thereof incurred to the date of such notice. In addition to any other remedy available for the failure of Indemnitor to periodically pay such Costs, such Costs, if not paid within said thirty (30) day period, shall bear interest at the Default Rate (as defined in the Security Instrument) if, and to the extent and from the date that, such Indemnified Party has paid or has caused the payment of such Costs.

(d)Notwithstanding anything to the contrary provided in this Agreement, in no event will Indemnitor’s obligations hereunder run to any third-party purchasers of the Property in connection with foreclosure, power of sale, deed in lieu of foreclosure or similar proceedings.

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SECTION 5.REINSTATEMENT OF OBLIGATIONS.

If at any time all or any part of any payment made by Indemnitor or received by an Indemnified Party from Indemnitor under or with respect to this Agreement is or must be rescinded or returned for any reason whatsoever (including, but not limited to, the insolvency, bankruptcy or reorganization of Indemnitor or Company), then the obligations of Indemnitor hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous payment made by Indemnitor, or receipt of payment by such Indemnified Party, and the obligations of Indemnitor hereunder shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment by Indemnitor had never been made.

SECTION 6.WAIVERS BY INDEMNITOR.

To the extent permitted by law, with respect to its obligations hereunder, Indemnitor hereby waives and agrees not to assert or take advantage of:

(a)Any right to require any Indemnified Party to proceed against Company or any other Person or to proceed against or exhaust any security held by Purchaser at any time or to pursue any other remedy in an Indemnified Party’s power or under any other agreement before proceeding against Indemnitor hereunder;

(b)The defense of the statute of limitations in any action hereunder;

(c)Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of any Indemnified Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons;

(d)Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices (other than as may be expressly herein required) of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Company, Purchaser or any other Indemnified Party, any endorser or creditor of Company or of Indemnitor or on the part of any other Person whomsoever under this Agreement or any other instrument in connection with any obligation or evidence of indebtedness held by Purchaser;

(e)Any defense based upon an election of remedies by an Indemnified Party;

(f)Any right or claim of right to cause a marshalling of the assets of Indemnitor or Company;

(g)Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement or any Operative Agreement;

(h)Any duty on the part of an Indemnified Party to disclose to Indemnitor any facts such Indemnified Party may now or hereafter know about Company or the Property, regardless of

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whether such Indemnified Party has reason to believe that any such facts materially increase the risk beyond that which Indemnitor intends to assume or have reason to believe that such facts are unknown to Indemnitor or have a reasonable opportunity to communicate such facts to Indemnitor, it being understood and agreed that Indemnitor is fully responsible for being and keeping informed of the financial condition of Company, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Indemnitor hereunder;

(i)Any lack of notice of disposition or of manner of disposition of any collateral for the Note;

(j)Any invalidity, irregularity or unenforceability, in whole or in part, of this Agreement or of any one or more of the Operative Agreements;

(k)Any lack of commercial reasonableness in dealing with the collateral for the Note; (l)Any deficiencies in the collateral for the Note or any deficiency in the ability of an Indemnified Party to collect or to obtain performance from any Persons now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(m)An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Company) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of an Indemnified Party to enforce any of its rights, whether now or hereafter required, which such Indemnified Party may have against Indemnitor or the collateral for the Note;

(n)Any modifications of the Operative Agreements or any obligation of Company relating to the Operative Agreements or the Note by operation of law or by action of any court, whether pursuant to the Bankruptcy Code, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and

(o)Any action, occurrence, event or matter consented to by Indemnitors under Section 5(g) hereof, under any other provision hereof, or otherwise.

SECTION 21. GENERAL PROVISIONS.

(a)Recourse(a). All of the terms and provisions of this Agreement are recourse obligations of Indemnitor and not restricted by any limitation on personal liability or by any other reason whatsoever. Without limiting the foregoing, no Person who directly or indirectly owns any membership or other equity interest in Indemnitor (each, a “Non-Recourse Person”) shall have any personal liability for (i) the payment of any sum of money which is or may be payable hereunder or (ii) the performance or discharge of any covenants, obligations or undertakings of Indemnitor hereunder, and no monetary or deficiency judgment shall be sought or enforced against any Non-Recourse Person with respect thereto. Nothing in this Section 5(a) is intended to or shall in any way affect or invalidate any lien or security interest created by the Security Instrument. This Section 5(a) shall not be construed to prohibit the joining of Company in any foreclosure

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procedure involving the Property. This Section 5(a) shall not in any way affect the obligations of Tenant under the Lease or any other tenant under the Other Leases. For avoidance of doubt, no beneficial interest holder of Company (in its capacity as such) shall be deemed a ‘member, officer or employee’ of Company for purposes of this Agreement.

(b)Unsecured Obligations. Indemnitor hereby acknowledges that Purchaser’s appraisal of the Property is such that Purchaser is not willing to accept the consequences of the inclusion of Indemnitor’s indemnity set forth herein among the obligations secured by the Security Instrument and the other Operative Agreements and that Purchaser would not purchase the Note and Certificate Holders would not provide funding to Purchaser to enable Purchaser to purchase the Note but for the unsecured personal liability undertaken by Indemnitor herein.

(c)Survival. This Agreement shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Purchaser under the Security Instrument or any of the other Operative Agreements, including, without limitation, any foreclosure or deed in lieu thereof, even if, as a part of such remedy, the Note is paid or satisfied in full; provided, however, that the Indemnified Parties shall not be entitled to recover against Indemnitor under this Agreement for an amount in excess of the amount of the Costs with respect to the Loss Recourse Obligations or the Debt with respect to the Full Recourse Obligations.

(d)No Subrogation; No Recourse Against an Indemnified Party. Notwithstanding the satisfaction by Indemnitor of any liability hereunder, Indemnitor shall not have any right of subrogation, contribution, reimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Company or to any collateral for the Note unless and until Indemnitor fully and indefeasibly satisfies the payment of its express payment obligations hereunder and the Note, and all other amounts due under the Operative Agreements are indefeasibly repaid in full in accordance with their terms. In connection with the foregoing, Indemnitor expressly waives any and all rights of subrogation to the Indemnified Parties against Company (except as expressly provided above), and Indemnitor hereby waives any rights to enforce any remedy which an Indemnified Party may have against Company and any right to participate in any collateral for the Note. In addition to and without in any way limiting the foregoing, Indemnitor hereby subordinates any and all indebtedness of Company now or hereafter owed to Indemnitor to all indebtedness of Company to Purchaser, and agrees with Purchaser that Indemnitor shall not demand or accept any payment of principal or interest from Company, shall not claim any offset or other reduction of Indemnitor’s obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the collateral from the Note. Further, Indemnitor shall not have any right of recourse against Purchaser or any other Indemnified Party by reason of any action Purchaser or any other Indemnified Party may take or omit to take under the provisions of this Agreement or under the provisions of any of the Operative Agreements.

(e)Reservation of Rights. Nothing contained in this Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which an Indemnified Party may have against Company, Indemnitor or any other party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.), as it may be amended from time to time, or any other applicable federal, state or local laws, or the Hazardous Material Indemnity Agreement, all such rights being hereby expressly reserved.

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(f)Rights Cumulative; Payments. The Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Purchaser and the other Indemnified Parties (as applicable) under the Note, the Note Purchase Agreement and the other Operative Agreements. FURTHER, PAYMENTS MADE BY INDEMNITOR UNDER THIS AGREEMENT SHALL NOT REDUCE IN ANY RESPECT COMPANY’S OBLIGATIONS AND LIABILITIES UNDER THE NOTE, THE NOTE PURCHASE AGREEMENT AND THE OTHER OPERATIVE AGREEMENTS, except to the extent payment of such expense is also required under the Security Instrument.

(g)No Limitation on Liability. Indemnitor hereby consents and agrees that the liability of Indemnitor under this Agreement shall be unconditional and absolute and shall in no way be impaired or limited by any of the following events, whether occurring with or without notice to Indemnitor or with or without consideration, as the case may be: (i) any extensions of time for performance required by any of the Operative Agreements or extension or renewal of the Note; (ii) except as provided in Section 2.3(g) and (i) of the Security Instrument, any sale, assignment or foreclosure of the Note, the Security Instrument or any of the other Operative Agreements or any sale or transfer of the Property; (iii) except as provided in Section 2.3(h) and (i) of the Security Instrument, any change in the composition of Company, including, without limitation, the withdrawal or removal of Indemnitor from any current or future position of ownership, management or control of Company; (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor herein or by Company in any of the Operative Agreements or certificates delivered pursuant thereto; (v) the release of Company or of any other Person or Persons from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Operative Agreements by operation of law, an Indemnified Party’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Note; (vii) Purchaser’s failure to record the Security Instrument or to file any financing statement (or Purchaser’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any lien or security interest given as security for the Note; (viii) the modification of the terms of this Agreement or any one or more of the Operative Agreements; or (ix) the taking or the failure to take any action of any type whatsoever. No such action which Purchaser or any other Indemnified Party shall take or fail to take in connection with this Agreement, the Operative Agreements or any collateral for the Note, nor any course of dealing with Company or any other Person, shall limit, impair or release Indemnitor’s obligations hereunder, affect this Agreement in any way or afford Indemnitor any recourse against any Indemnified Party. Nothing contained in this Section 5(g) shall be construed to require any Indemnified Party to take or refrain from taking any action referred to herein. Notwithstanding the foregoing, (a) Indemnitor shall be deemed released from its obligations hereunder if the Property is transferred in accordance with the Security Instrument as a Permitted Sale and as a result thereof the named company under the Operative Agreements is released, and/or (b) Indemnitor shall be deemed released from its obligations hereunder pursuant to the express terms of the terms of the Security Instrument pursuant to an Asset Manager Controlling Interest Transfer, Permitted Asset Manager Replacement or Non-DST Controlling Interest Transfer, as applicable; provided that notwithstanding anything herein to the contrary, Indemnitor shall not be released from its obligations hereunder pursuant to sub-clauses (a) and (b) above unless and until Company and a Qualified Real Estate Investor (as defined in the Security Instrument) shall have delivered to Purchaser a Hazardous Material Indemnity Agreement and an Indemnity and Guaranty Agreement in form and substance reasonably acceptable to Purchaser and Balloon Note Guarantor in

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accordance with the requirements of Sections 2.3(g)(ii)(E), 2.3(h)(i)(B), 2.3(h)(i)(C) or 2.3(h)(ii)(B), as applicable, of the Security Instrument.

(h)Entire Agreement; Amendment; Severability. This Agreement contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements, whether written or oral, between the parties respecting such matters. Any amendments or modifications hereto, in order to be effective, shall be in writing and executed by Indemnitor and Purchaser. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Agreement to any Person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other Persons or circumstances.

(i)Governing Law; Binding Effect; Waiver of Acceptance. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State, except to the extent that the applicability of any of such laws may now or hereafter be preempted by federal law, in which case such federal law shall so govern and be controlling. This Agreement shall bind Indemnitor and the heirs, personal representatives, successors and assigns of Indemnitor and shall inure to the benefit of the Indemnified Parties and the officers, directors, shareholders, agents and employees of the Indemnified Parties and their respective heirs, successors and assigns. Notwithstanding the foregoing, Indemnitor shall not assign any of its rights or obligations under this Agreement without the prior written consent of Purchaser and Balloon Note Guarantor, which consent may be withheld by Purchaser and Balloon Note Guarantor in their respective sole discretion. Indemnitor hereby waives any acceptance of this Agreement by Purchaser or any other Indemnified Party, and this Agreement shall immediately be binding upon Indemnitor.

(j)Notices. All communications provided for herein shall be in writing and shall be deemed to have been given (unless otherwise required by the specific provisions hereof in respect of any matter) when received (or refused) if delivered personally, deposited in the United States mail, registered or certified, postage prepaid, or sent by prepaid overnight air courier, addressed as follows:

If to Indemnitor:	Bluerock Homes Trust, Inc.
	c/o Bluerock Real Estate, L.L.C. 919 Third Avenue, Suite 4000 New York, New York 10022 Attention: General Counsel Email: notices@bluerock.com

	and

	Bluerock Homes Trust, Inc.
	c/o Bluerock Real Estate, L.L.C. 919 Third Avenue, Suite 4000 New York, New York 10022

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	Attention: Steven Siptrott
	Email: ssiptrott@bluerock.com]

	With a copy to:

	Seyfarth Shaw LLP
	620 Eighth Avenue, 32nd Floor
	New York, NY 10018-1405
	Attn: Jason Polevoy, Esq.
	E-mail: jpolevoy@seyfarth.com

	and

	Seyfarth Shaw LLP
	33 S. Wacker Drive
	Suite 8000
	Chicago, Illinois 60606-6448 Attention: Steven Meier E-mail: SMeier@seyfarth.com

If to Asset Manager:	BR HPE CTL DST Manager, LLC c/o BHM DST Acquisition, LLC 919 Third Avenue, Suite 4000 New York, New York 10022 Attention: General Counsel
	Email: notices@bluerock.com and ssiptrott@bluerock.com

	With a copy to:

	Seyfarth Shaw LLP
	620 Eighth Avenue, 32nd Floor New York, NY 10018-1405 Attn: Jason Polevoy, Esq. E-mail: jpolevoy@seyfarth.com

	and

	Seyfarth Shaw LLP
	33 S. Wacker Drive
	Suite 8000
	Chicago, Illinois 60606-6448 Attention: Steven Meier E-mail: SMeier@seyfarth.com

If to Purchaser:	Wilmington Trust, National Association, as
	Trustee for the registered certificate holders, from time to time, of the CTL

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	Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise)
	1100 North Market Street
	Wilmington, Delaware 19890
	Attention: Equipment Finance Department

	With a copy to:

	Greenberg Traurig, LLP
	360 North Green Street, Suite 1300 Chicago, IL 60607
	Attention: David J. LaSota

If to Balloon Note Guarantor:	Assured Guaranty Inc.
	1633 Broadway
	New York, New York 10019
	Attention: Risk Management Department Re: HPE Sunnyvale BNG
	BNG Policy No. 50034
	Email: riskmanagementdept@agltd.com

(k)No Waiver; Time of Essence. The failure of any party hereto to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations hereunder. Any waiver of such right or remedy must be in writing and signed by the party to be bound. This Agreement is subject to enforcement at law or in equity, including actions for damages or specific performance. Time is of the essence hereof.

(l)Captions for Convenience. The captions and headings of the sections and paragraphs of this Agreement are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

(m)Attorneys’ Fees. In the event it is necessary for any Indemnified Party to retain the services of an attorney or any other consultants in order to enforce this Agreement, or any portion thereof, Indemnitor agrees to pay to such Indemnified Party any and all reasonable third-party out- of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, costs and expenses actually incurred by such Indemnified Party as a result thereof and such costs, fees and expenses shall be included in Costs.

(n)Successive Actions. A separate right of action hereunder shall arise each time any Indemnified Party acquires knowledge of any matter indemnified or guaranteed by Indemnitor under this Agreement. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and Indemnitor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.

(o)Reliance. Purchaser would not purchase the Note from Company, Balloon Note Guarantor would not issue the Balloon Note Guaranty to Purchaser and Certificate Holders would

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not purchase the certificates from the Trust in order to provide funding for Purchaser to purchase the Note from Company without this Agreement. Accordingly, Indemnitor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, the Note will be purchased and the Balloon Note Guaranty will be issued and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.

(P)SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(A) INDEMNITOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (1) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT, (2) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, (3) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (4) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY INDEMNIFIED PARTY TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). INDEMNITOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, SIGNATURE REQUIRED, TO INDEMNITOR AT THE ADDRESS SET FORTH HEREIN, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

(B) INDEMNITOR AND PURCHASER (ON BEHALF OF THE INDEMNIFIED PARTIES) EACH, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY CONDUCT, ACT OR OMISSION OF THE INDEMNIFIED PARTIES OR INDEMNITOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH PURCHASER OR INDEMNITOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

(q)Waiver by Indemnitor. Indemnitor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Company, Indemnitor shall not seek or cause Company or any other Person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. §105 or any other provision of the Bankruptcy Code, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Indemnified Parties to enforce any rights of the Indemnified Parties against Indemnitor or the collateral for the Note by virtue of this Agreement or otherwise.

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(r)Assignments by Purchaser. Purchaser may, at its sole cost and expense, without notice to, or consent of, Indemnitor, sell, assign or transfer to or participate with any Person or Persons all or any part of the indebtedness evidenced by the Note, and each such Person or Persons shall have the right to enforce the provisions of this Agreement and any of the other Operative Agreements as fully as Purchaser, provided that Purchaser shall continue to have the unimpaired right to enforce the provisions of this Agreement and any of the other Operative Agreements as to so much of the Note that Purchaser has not sold, assigned or transferred.

(s)Balloon Note Guarantor. Notwithstanding anything herein to the contrary or in the other Operative Agreements to the contrary,

(i)in any instance in which the consent or approval of Purchaser is required or in which Purchaser is required to act at the direction of one or more Registered Certificate Holders, in either case, in this Agreement or any other Operative Agreements, the express prior written consent or written approval of Balloon Note Guarantor shall also be required. Such consent, approval or action by Purchaser shall be conditioned upon Purchaser’s receipt of the express prior written consent or approval by Balloon Note Guarantor. Notice to Purchaser shall not be effective unless such written notice is also provided to Balloon Note Guarantor;

(ii)no payment of a claim under the Balloon Note Guaranty Policy shall constitute payment on the Debt or any amount owing hereunder or under any of the other Operative Agreements (including, without limitation, the Note);

(iii)Purchaser and Company each hereby acknowledge and agree that Balloon Note Guarantor is a third-party beneficiary of this Agreement and each of the other Operative Agreements;

(iv)Purchaser or the Registered Certificate Holders may transfer, sell, or assign this Agreement, the Note and the Operative Agreements to Balloon Note Guarantor in the event and to the extent that Balloon Note Guarantor shall at any time succeed to the interests thereof by reason of its performance under the Balloon Note Guaranty Policy. Upon payment of the Insured Amount (as defined in the Balloon Note Guaranty Policy) as a result of a claim under Balloon Note Guaranty Policy, (i) Balloon Note Guarantor and its successors and assigns shall be deemed an assignee of this Agreement, the Note and the other Operative Agreements with the exclusive right to enforce the provisions of this Agreement, the Note and the other Operative Agreements in the same capacity as Purchaser and the Registered Certificate Holders and (ii) all rights of Purchaser and the Registered Certificate Holders, whether express or implied hereunder or under any other Operative Agreement, shall be merged in and exclusively held and unilaterally exercised by Balloon Note Guarantor in its sole and absolute discretion; provided that (a) for the avoidance of doubt, Beneficiary shall remain an Indemnified Party under the Indemnity and Guaranty Agreement notwithstanding any succession by Balloon Note Guarantor to the interests of Beneficiary by reason of its performance under the Balloon Note Guaranty Policy and (b)(i) Indemnitor’s Loss Recourse Obligations to Trustee pursuant to Section 1(a)(x) of this Agreement and (ii) any claims of Trustee under this Agreement or the Registered Certificate Holders against Indemnitor for amounts personally expended by Trustee or the

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Registered Certificate Holders in connection with any Costs, shall remain personal to Trustee or the Registered Certificate Holders, as applicable, and Balloon Note Guarantor shall not succeed to Trustee’s or the Registered Certificate Holders’ interest in such claims; and

(v)To the extent that the Balloon Note Guaranty Policy terminates pursuant to its terms, all obligations of Balloon Note Guarantor under the Balloon Note Guaranty Policy terminate, Balloon Note Guarantor has no liability to Purchaser or any Certificate holder, and no amounts are owed to Balloon Note Guarantor under any Balloon Note Guaranty Document, all of Balloon Note Guarantor’s rights, benefits and obligations hereunder and in the other Operative Agreement shall immediately cease and be of no further force and effect.

(t)No Third-Party Beneficiaries. This Agreement and the other Operative Agreements are solely for the benefit of Purchaser, the other Indemnified Parties and Company and the other parties thereto, and nothing contained in any of the Operative Agreements shall be deemed to confer on any Person (other than Purchaser, Company, any certificate holders, any participants and successors and assignees of Purchaser and the other Indemnified Parties) any right to insist upon or to enforce the performance or observance of any of the obligations contained therein.

(u)Concerning the Purchaser. Notwithstanding anything contained herein or in the other Operative Agreements to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Agreement is made to Purchaser not in its individual or personal capacity but solely in its capacity as trustee (the “Trustee”) under the Declaration of Trust dated as of the date hereof (the “Trust Agreement”) on behalf of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise) (the “Trust”), in the exercise of the powers and authority conferred and vested in it as trustee under the Trust Agreement, subject to the protections, indemnities and limitations from liability afforded to Trustee thereunder, all of which are fully incorporated herein and made a part hereof in their entirety as though fully set forth in this Agreement; (ii) in no event shall Wilmington Trust, National Association, in its individual or personal capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust (or on behalf of the Trust) hereunder, as to all of which recourse shall be had solely to the trust property of the Trust; (iii) nothing contained herein shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein; and (iv) under no circumstances shall Wilmington Trust, National Association, be individually or personally liable for the payment of any fees, costs, indebtedness or expenses of any kind whatsoever or be individually or personally liable for the breach or failure of any obligation, representation, agreement, warranty or covenant whatsoever made or undertaken by Trustee or the Trust hereunder. Notwithstanding anything contained herein, it is expressly understood that Purchaser is acting as a trustee for the registered certificate holders, and whenever any consent, approval, calculation, confirmation or other action of Purchaser is contemplated hereby, Purchaser will act in accordance with the instructions of the appropriate percentage of certificate holders (pursuant to the Trust Agreement), or otherwise in accordance with the terms and provisions of the documents creating and relative to the administration of the trust, and not on its own discretion.

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In WITNESS WHEREOF, Indemnitor has executed this Indemnity and Guaranty Agreement as of the day and year first above written.

	BLUEROCK HOMES TRUST, INC., a Maryland corporation

	By:	/s/ Jordan Ruddy
	Name:	Jordan Ruddy
	Title:	Authorized Signatory

Indemnity and Guaranty Agreement

Signature Page

Exhibit 10.4

IN ANY INSTANCE IN WHICH THE CONSENT OR APPROVAL OF PURCHASER IS REQUIRED HEREUNDER OR UNDER ANY OTHER OPERATIVE AGREEMENT, INDEMNITORS SHALL ALSO OBTAIN THE CONSENT OR APPROVAL OF BALLOON NOTE GUARANTOR IN ACCORDANCE WITH THE TERMS HEREOF.

HAZARDOUS MATERIAL INDEMNITY AGREEMENT

Dated as of August 27, 2026

From

BR HPE ZERO COUPON SUB, DST, a Delaware statutory trust,

and

BLUEROCK HOMES TRUST, INC., a Maryland corporation,

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

for the registered certificate holders, from time to time,

of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise)

HAZARDOUS MATERIAL INDEMNITY AGREEMENT

THIS HAZARDOUS MATERIAL INDEMNITY AGREEMENT (this “Agreement”), made as of August 27, 2026, is by BR HPE ZERO COUPON SUB, DST, a statutory trust organized under the laws of the State of Delaware (“Company”), and by BLUEROCK HOMES TRUST, INC., a corporation organized under the laws of the State of Maryland (“Principal”), jointly and severally (Company and Principal being referred to herein collectively as “Indemnitors” and individually as “Indemnitor”), in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (“Trustee”) for the registered certificate holders, from time to time, of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise) (“Purchaser” or “Beneficiary”) and the Indemnified Parties (as defined below).

W I T N E S S E T H:

WHEREAS, pursuant to a Note Purchase Agreement dated as of the date hereof between Company and Purchaser (the “Note Purchase Agreement”), Company has agreed to offer and sell to Purchaser, and Purchaser has agreed to purchase from Company, Company’s 6.54% Senior Secured Note, due on the Maturity Date (as defined therein), in an initial principal amount of $309,980,617.52, accreting to $310,306,355.43 (the “Note”); and

WHEREAS, the Note is secured by a Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, from Company for the benefit of Purchaser (the “Security Instrument”), an Assignment of Leases and Rents from Company to Purchaser and other documents dated of even date herewith between Company and Purchaser, encumbering Company’s fee ownership interest in that certain real property described on Exhibit A attached thereto and incorporated herein by this reference (the “Premises”), together with Company’s interest in the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements, improvements and appurtenances now standing or at any time constructed or placed upon the Premises (hereinafter, the “Improvements”) and the entire interest of Company in and to, all and singular, the tenements, hereditaments, easements, rights of way, rights, privileges and appurtenances to the Premises, belonging or in any way related to or benefitting the Premises or the Improvements (collectively with the Premises and the Improvements, the “Property”) and by other documents and instruments; and

WHEREAS, as a condition to purchasing the Note from Company, and to Balloon Note Guarantor’s issuance of the Balloon Note Guaranty to Purchaser, Purchaser, Balloon Note Guarantor and the registered certificate holders, from time to time, of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise) (the “Certificate Holders”) or any other Persons from time to time providing funding to Purchaser to enable Purchaser to purchase the Note and any assignee or any successor in interest to Purchaser or any other Person taking title to the Property in the event of an exercise of remedies under the Security Instrument or a deed or other conveyance in lieu thereof (collectively, the “Indemnified Parties”) have required that Indemnitors indemnify the Indemnified Parties with respect to hazardous materials on, in, under, from or affecting the Property as herein set forth; and

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WHEREAS, the purchase of the Note from Company is of substantial benefit to Principal and, therefore, Principal desires to indemnify the Indemnified Parties pursuant to the terms of this Agreement; and

WHEREAS, capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Security Instrument.

NOW, THEREFORE, to induce Purchaser to purchase the Note from Company and the Certificate Holders to fund the purchase of the Note, and in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitors hereby jointly and severally covenant and agree for the benefit of the Indemnified Parties, as follows:

SECTION 1.INDEMNITY.

(a)Indemnitors hereby assume liability for, and hereby jointly and severally agree to pay, protect, defend (at trial and appellate levels) and with attorneys, consultants and experts selected by Indemnitors and reasonably acceptable to Purchaser, and save the Indemnified Parties harmless from and against, and hereby indemnify the Indemnified Parties from and against any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements and expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, litigation or proceeding but, in any event, excluding consequential, punitive and special damages other than any consequential, punitive and/or special damages paid by, or awarded to a third party against, Purchaser) (collectively “Costs”) which may at any time be imposed upon, incurred by or asserted or awarded against any Indemnified Party or the Property, to the extent arising directly or indirectly from or out of: (i) the violation of any Environmental Legal Requirement (defined below) relating to or affecting the Property, whether or not caused by or within the control of Indemnitors or any of their Affiliates; (ii) the presence, release or threat of release of any Hazardous Material (defined below) on, in, from or under or affecting all or any portion of the Property or any surrounding areas, regardless of whether or not caused by or within the control of Indemnitors or any of their Affiliates; (iii) the failure by Indemnitors to comply fully with the terms and conditions of this Agreement; (iv) the breach of any representation or warranty contained in this Agreement; or (v) the enforcement of this Agreement, including, without limitation, the cost of assessment, containment and/or removal of any and all Hazardous Material from all or any portion of the Property or any Hazardous Material migrating from the Property to any surrounding areas, the cost of any actions taken in response to the presence, release or threat of release of any Hazardous Material on, in, under or affecting all or any portion of the Property or any surrounding areas to prevent or minimize such release or threat of release so that it does not violate any Environmental Legal Requirement in connection with all or any portion of the Property or any surrounding areas. “Costs” as used in this Agreement shall also include any diminution in the value of the security afforded by the Property as realized upon the sale or other disposition of the Property, or any reduction in the sales price of the Property to an amount below the outstanding indebtedness secured by the Security Instrument, in either case by reason of any matter set forth in this Section 1, excluding the mere continued existence of the recognized environmental condition described in

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the Environmental Report (as hereafter defined) (the “Existing REC”). The foregoing indemnity shall specifically not include any such costs relating to any Hazardous Material which is initially placed on, in or under the Property, or any other matter first accruing, after foreclosure or other taking of title to the Property by Purchaser or its designee.

(b)For purposes of this Agreement, the following terms shall have the meanings set forth therefor below:

“Environmental Legal Requirement” shall mean any applicable local, state or federal law (including common law), statute, ordinance, rule, regulation or legally binding requirement relating to public health, safety or the environment, including, without limitation, relating to releases, discharges or emissions to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use and handling of polychlorinated biphenyls, urea foam insulation, lead paint or asbestos, to the disposal, transportation, treatment, storage or management of solid or hazardous wastes or to exposure to toxic or hazardous materials, to the handling, transportation, discharge or release of gaseous or liquid substances and any regulation, order, notice or demand issued pursuant to such law, statute, ordinance, rule or regulation, in each case applicable to the property of Company or the operation, construction or modification of any thereof, including without limitation the following: the Clean Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act as amended by the Solid and Hazardous Waste amendments of 1984, the Occupational Safety and Health Act, the Emergency Planning and Community Right-to-Know Act of 1986, the Hazardous Materials Transportation Act, the Solid Waste Disposal Act, all as amended, any local, state or federal laws, statutes, ordinances, rules or regulations addressing similar matters, and any local, state or federal law, statute, ordinance, rule or regulation providing for financial responsibility for cleanup or other actions with respect to the release or threatened release of hazardous materials and any local, state or federal environmental nuisance law, statute, ordinance, rule or regulation.

“Hazardous Material” shall mean any hazardous, toxic or harmful chemical, substance, waste, material, byproduct, pollutant, contaminant, compound or product, including without limitation, radon, lead, asbestos, polychlorinated biphenyls, urea foam insulation, per- and polyfluoroalkyl substances, petroleum products (including crude oil or any fraction thereof), flammable explosives, radioactive materials, toxic mold and/or toxic mildew above background levels, infectious substances or raw materials which include hazardous constituents and any other substance or material the exposure, use, storage, generation, presence, transport, disposal or handling of which is regulated by any Environmental Legal Requirement.

SECTION 2.REPRESENTATIONS REGARDING HAZARDOUS MATERIAL.

Except as otherwise disclosed by that certain environmental assessment report and related update with respect to the Property, which report and update Company furnished to Purchaser prior to the date hereof and are described on Schedule I hereto (collectively, the “Environmental Report”), Indemnitors hereby represent and warrant to and covenant and agree with the Indemnified Parties that as of the date hereof, Indemnitors have not received any written notice and Indemnitors do not otherwise have actual knowledge:

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(a)that the Property or, to the extent affected by an event originating at the Property, any surrounding area is in direct or indirect violation of any Environmental Legal Requirement;

(b)that any Hazardous Material is located on or has been handled, generated, stored, processed or disposed of on or released or discharged from the Property or, to the extent affected by an event originating at the Property, any surrounding area (including underground contamination) except for those substances used by Company, Tenant or other tenants of the Property in the ordinary course of their respective businesses and in compliance with each and every Environmental Legal Requirement;

(c)that the Property is subject to any private or governmental lien or judicial or administrative notice or action relating to Hazardous Material;

(d)of any existing or closed underground storage tanks or other underground storage receptacles for Hazardous Material on the Property or, to the extent affected by an event originating at the Property, any surrounding area;

(e)of any investigation, action, proceeding or claim by any agency, authority or unit of government or by any third party which could result in any liability, penalty, sanction or judgment under any Environmental Legal Requirement with respect to any condition, use or operation of the Property (or, to the extent affected by an event originating at the Property, any surrounding area) nor do Indemnitors know of any basis for such a claim; and

(f)of any claim by any party that any use, operation or condition of the Property or, to the extent affected by an event originating at the Property, any surrounding area violates any Environmental Legal Requirement.

SECTION 3.COVENANTS OF INDEMNITORS.

(a)Indemnitors shall keep or cause the Property to be kept free from Hazardous Material (except those substances used by Company, Tenant or other tenants of the Property in the ordinary course of their respective businesses and in compliance with each and every Environmental Legal Requirement in all material respects), shall not install or use any underground storage tanks except in compliance with the Lease so long as the Lease is in full force and effect, shall prohibit the use, generation, handling, storage, production, processing and disposal of Hazardous Material by all tenants of space in the Improvements (except those substances used by Tenant or other tenants of the Property in the ordinary course of their respective businesses and in compliance with each and every Environmental Legal Requirement in all material respects), and, without limiting the generality of the foregoing, during the term of this Agreement, shall not install in the Improvements or permit to be installed in the Improvements asbestos, urea foam insulation or lead paint or any substance containing asbestos.

(b)Indemnitors shall reasonably promptly notify Purchaser and Balloon Note Guarantor in writing should Indemnitors, or either of them, become aware of (i) any Hazardous Material (except those substances used by Company, Tenant or other tenants of the Property in the ordinary course of their respective business and in compliance with each and every Environmental Legal Requirement), or other potential environmental problem or liability reasonably likely to adversely impact or affect the Property or, to the extent affected by an event originating at the

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Property, any surrounding area, (ii) any lien, action or notice affecting the Property or Company resulting from any violation or alleged violation of any Environmental Legal Requirement, (iii) the institution of any investigation, inquiry or proceeding concerning Company or the Property pursuant to any Environmental Legal Requirement or otherwise relating to Hazardous Material; or (iv) the discovery of any occurrence, condition or state of facts which would render any representation or warranty contained in this Agreement incorrect in any material respect if made at the time of such discovery. Subject to the terms of the Lease, Indemnitors shall, after giving written notice to Purchaser and Balloon Note Guarantor, reasonably promptly and when and as required and regardless of the source of the contamination, at their own expense, take or cause to be taken all actions as shall be reasonably necessary for the clean-up of any and all portions of the Property or other affected property, including, without limitation, all investigative, monitoring, removal, containment and remedial actions to the extent required under applicable Environmental Legal Requirements (and in all events in a manner reasonably satisfactory to Purchaser), and shall further pay or cause to be paid, at no expense to Purchaser or any other Indemnified Parties, all clean-up, administrative and enforcement costs of applicable governmental agencies which may be asserted against the Property on account of such. In the event Indemnitors fail to do so, Purchaser may cause the Property or other affected property to be freed from any Hazardous Material (except those substances used by Company, Tenant or other tenants of the Property in the ordinary course of their respective business and in compliance with each and every Environmental Legal Requirement) or otherwise brought into conformance with each and every Environmental Legal Requirement and any cost incurred in connection therewith, and all other potential costs for which Indemnitors are to be responsible under this Section 3, shall be included in Costs and shall be paid by Indemnitors in accordance with the terms of Section 4(c) hereof, subject to the limitations provided therein. In furtherance of the foregoing, Indemnitors hereby grant to Purchaser or any other Indemnified Parties, subject to the rights of Tenant under the Lease, access to the Property and an irrevocable license, during the continuance of an Event of Default (beyond any applicable notice and cure period), to remove any items reasonably deemed by Purchaser or any other Indemnified Parties to be Hazardous Material (except those substances used by Company, Tenant or other tenants of the Property in the ordinary course of their respective business and in compliance with each and every Environmental Legal Requirement) and to do all things Purchaser or any other Indemnified Parties shall deem reasonably necessary to bring the Property into conformance with each and every Environmental Legal Requirement applicable thereto.

(c)Upon the request of Purchaser or Balloon Note Guarantor, and subject to the Lease, at any time and from time to time during the continuance of a default continuing beyond any applicable notice and/or cure period under this Agreement or an Event of Default under the Security Instrument or at such other time as Purchaser or Balloon Note Guarantor has a reasonable basis to believe that Hazardous Material is or has been released, stored or disposed of on or around the Property (except those substances used by Company, Tenant or other tenants of the Property in the ordinary course of their respective businesses and in compliance with each and every Environmental Legal Requirement) or that the Property is otherwise in violation of any Environmental Legal Requirement, Company shall provide or cause to be provided, at Indemnitors’ cost and expense, to the extent permitted under the Lease, an inspection or audit of the Property prepared by a hydrogeologist or environmental engineer or other appropriate consultant approved by Purchaser and Balloon Note Guarantor (which approval or disapproval shall be reasonable unless an Event of Default under the Security Instrument has occurred and is

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continuing, in which case such approval or disapproval shall be at Purchaser’s and Balloon Note Guarantor’s respective sole discretion) indicating the presence or absence of Hazardous Material on the Property or an inspection or audit of the improvements located on the Property prepared by an engineering or consulting firm reasonably approved by Purchaser and Balloon Note Guarantor indicating the presence or absence of friable asbestos or substances containing asbestos, urea foam insulation or lead paint on the Property. If Company fails to provide such inspection or audit within forty-five (45) days after such request, Purchaser or Balloon Note Guarantor may order the same, and Company hereby grants to Purchaser and Balloon Note Guarantor access to the Property, subject to the terms of the Lease, and an irrevocable license to undertake such inspection or audit, subject to the rights of Tenant under the Lease. The reasonable cost of such inspection or audit shall be included in Costs and shall be paid by Indemnitors in accordance with the terms of Section 4(c) hereof, subject to the limitations provided therein.

(d)(i)As used in this Section 3(d), the following terms shall have the respective meanings set forth below:

1.“Liquidity” shall mean, at any time, the amount of cash and marketable securities owned by a Person.

2.“Liquidity Threshold” shall mean Five Million Dollars ($5,000,000).

3.“Tangible Net Worth” shall mean, as of a given date, (x) the total tangible assets of Principal as of such date less (y) Principal’s total liabilities as of such date, in each case determined in accordance with an accrual accounting methodology such as GAAP or the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments, including paragraph 820- 10 and excluding Principal’s interests directly or indirectly, if any, in and to the Property.

4.“Tangible Net Worth Threshold” shall mean Twenty Million Dollars ($20,000,000).

(ii)Until all of the Debt has been paid in full, Principal (1) shall maintain a Tangible Net Worth of not less than the Tangible Net Worth Threshold and Liquidity equal to or greater than the Liquidity Threshold and (2) shall not sell, pledge, mortgage or otherwise transfer any of its assets, or any interest therein, which would cause Principal’s Tangible Net Worth to fall below the Tangible Net Worth Threshold.

(iii)Principal shall not, at any time while a Default or Event of Default has occurred and is continuing, enter into or effectuate any transaction with any Affiliate which would reduce the Tangible Net Worth of Principal.

(e)Principal hereby agrees, as a material inducement to Purchaser to purchase the Note from Company and to Balloon Note Guarantor to issue the Balloon Note Guaranty to Purchaser, to furnish to Purchaser and Balloon Note Guarantor (i) reasonably promptly annually (and in any event within one hundred twenty (120) days after the close of each fiscal year of Principal) and at any time during an Event of Default quarterly current and dated financial statements detailing the

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assets and liabilities of Principal certified and internally prepared by Principal in accordance with federal tax accounting principles, in form and substance reasonably acceptable to Purchaser and Balloon Note Guarantor provided that Indemnitor shall not be required to deliver this financial statement if same is publicly available, and (ii) reasonably promptly following a request by Purchaser or Balloon Note Guarantor, such other unaudited financial statements and other financial information as Purchaser or Balloon Note Guarantor shall reasonably request, provided that Indemnitor shall not be required to deliver such financial information if same is publicly available. Principal hereby warrants and represents unto Purchaser and Balloon Note Guarantor that any and all balance sheets, net worth statements and other financial data which have heretofore been given or may hereafter be given to Purchaser or Balloon Note Guarantor with respect to Principal did or will as of the effective date thereof fairly and accurately present the financial condition of Principal. Principal warrants and represents to Purchaser and Balloon Note Guarantor that Principal’s current Tangible Net Worth is not less than what is shown on Principal’s most recent financial statements that were delivered to Purchaser and Balloon Note Guarantor. Notwithstanding the foregoing, the failure of Principal to provide the financial information provided in this Section 3(e) shall not give rise to an Event of Default of Company or Principal until Purchaser provides notice of such failure to Company and Principal and such failure continues for a period of fifteen (15) days thereafter; provided that, for avoidance of doubt, there shall at no point be a failure under this Section 3(e) if the information requested of Principal is publicly available. Purchaser’s duty under this subsection shall be to forward any information it receives to the Registered Certificate Holders within ten (10) days of receipt thereof but shall not have any duty to verify the adequacy, completeness or sufficiency of such information.

(f)Principal, as to itself, hereby warrants and represents unto the Indemnified Parties that the following are true, correct and complete as of the date hereof:

(i)Principal is a corporation and has the authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Principal has duly and validly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of Principal, enforceable against Principal in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

(ii)Neither the execution nor delivery of this Agreement nor fulfillment of nor compliance with the terms and provisions hereof will (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in a creation of any lien, charge or encumbrance upon any property or assets of Principal under any agreement or instrument to which Principal is now a party or by which Principal may be bound or (ii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to Principal.

(iii)There are no legal proceedings, insolvency proceedings, material claims or demands currently pending against, or to the best of Principal’s knowledge, threatened against Principal or any of Principal’s assets that would adversely affect in any material respect Principal’s ability to perform under this Agreement and that have not been fully

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Hazardous Material Indemnity Agreement

insured against and/or bonded over. Principal has not been involved as a debtor in any bankruptcy proceedings nor given a secured property back to a lender through foreclosure, deed in lieu of foreclosure, bankruptcy proceedings, or otherwise. Principal has not been indicted or convicted of a felony or of any financial crime or had a securities, commodities or other financial industry license revoked or suspended nor is Principal aware of, or have any reason to believe, that Principal is under investigation or indictment for any conduct that may result in criminal liability or material civil liability being asserted against, or imposed upon, Principal. Neither Principal nor, to Principal’s knowledge, any Affiliate has been removed or prohibited from participating in any contractual or business relationship with any Governmental Authority pursuant to any enforcement action.

(iv)Principal has filed all federal, state, county and municipal income tax returns required to have been filed by Principal and has paid all taxes which have become due pursuant to such returns or pursuant to any assessments received by Principal. Principal does not know of any basis for additional assessment with regard to any such taxes.

(v)Any and all financial statements, net worth statements, bank and brokerage statements, tax returns and other financial data which have heretofore been furnished to Indemnified Parties with respect to Principal fairly and accurately present the financial condition of Principal, in all material respects, as of the date thereof and, since the date thereof, there has been no material adverse change in the financial condition of Principal.

(vi)Principal is legally entitled to enter into this Agreement and is not in violation of any ethical or prohibited conflict of interest laws in connection with entering into any agreement or contract with any Governmental Authority.

(vii)Excluding, without limitation, owners of publicly-traded interests in Principal, Principal (1) is not a Blocked Person, (2) has not been notified that its name appears or may in the future appear on a State Sanctions List or (3) is not a target of sanctions that have been imposed by the United Nations or the European Union. Principal (i) has not violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti- Corruption Laws or (ii) to its knowledge, is not under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(g)Excluding, without limitation, owners of publicly-traded interests in Principal, Principal will not (a) become, own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Note) with any Person if such investment, dealing or transaction (1) would cause any Indemnified Party or any affiliate of such Indemnified Party to be in violation of, or subject to sanctions under, any law or regulation applicable to such Indemnified Party, or (2) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

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Hazardous Material Indemnity Agreement

SECTION 4.INDEMNIFICATION PROCEDURES.

(a)If any claim or action shall be asserted or brought against any Indemnified Party based upon any of the matters for which the Indemnified Parties are indemnified hereunder, the applicable Indemnified Party shall notify Indemnitors and Asset Manager in writing thereof and Company, Pledgor and/or Asset Manager (together with their respective designees and/or insurers, each, a “Defense Party” and collectively, the “Defense Parties”) shall promptly assume the defense thereof, including, without limitation, the employment of counsel by such Defense Party which is reasonably acceptable to the applicable Indemnified Party and the negotiation of any settlement; provided, however, that any failure of an Indemnified Party to notify Indemnitors or Asset Manager of such matter shall not impair or reduce the obligations of Indemnitors hereunder. Each Indemnified Party shall have the right, at such Indemnified Party’s expense (which expense shall be included in Costs and Indemnitors shall pay the same as hereinafter provided), to employ separate counsel in any such action and to participate in the defense thereof. In the event the Defense Parties shall fail to discharge or undertake to defend an Indemnified Party against any claim, loss or liability for which such Indemnified Party is indemnified hereunder promptly (and in any event within twenty (20) Business Days of notice of such), such Indemnified Party may, at its sole option and election, defend or settle such claim, loss or liability, at Indemnitors’ expense; provided, however, if a settlement is in excess of $500,000.00, then such Indemnified Party shall give notice of such settlement to Indemnitors, which such notice shall be sent to each Indemnitor by prepaid overnight air courier with signature required, and not by any other method of notice contemplated in Section 7(j) herein (a “Settlement Notice”), and Indemnitors shall have ten (10) Business Days from actual receipt of a Settlement Notice (which actual receipt shall be evidenced by a read-receipt-requested email from the Indemnified Party to Company and Principal with the subject line “NOTICE OF IMMINENT SETTLEMENT – BR HPE ZERO COUPON SUB, DST,” which email shall attach a valid “proof of delivery” document from courier) to give notice to such Indemnified Party that either Indemnitors consents to such settlement or Indemnitors, effective on the date of such notice, will assume the defense or negotiation of such claim, and if Indemnitors fail to provide such notice or if Indemnitors assume such defense or negotiation and Indemnified Party has a good faith belief that Indemnitors have failed to continue to pursue such defense or negotiation for a period of sixty (60) days, then such Indemnified Party may enter into such settlement and such settlement shall be binding on Indemnitors. If Indemnitors assume the defense or the negotiation of such claim, Indemnitors shall not settle such claim without the Indemnified Party’s prior written consent if such settlement involves any non-monetary consideration or satisfaction or does not fully satisfy and discharge such claim. The liability of Indemnitors to an Indemnified Party hereunder shall be conclusively established by such settlement, provided that such settlement is made in good faith, the amount of such liability to include both the settlement consideration and the costs and expenses, including, without limitation, reasonable third-party attorneys’ fees and disbursements, incurred by such Indemnified Party in effecting such settlement. In such event, such settlement consideration, costs and expenses shall be included in Costs and Indemnitors shall pay the same as hereinafter provided. An Indemnified Party’s good faith in any such settlement shall be conclusively established if the settlement is made on the advice of independent legal counsel for such Indemnified Party.

(b)With respect to claims handled by either Indemnitor, pursuant to this Agreement, Indemnitors shall not, without the prior written consent of the applicable Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed): (i) settle or compromise any

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Hazardous Material Indemnity Agreement

action, suit, proceeding or claim or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the applicable Indemnified Party of a full, complete and unconditional written release of such Indemnified Party (in form satisfactory to such Indemnified Party in its reasonable discretion) from all liability in respect of such action, suit, proceeding or claim and a dismissal with prejudice of such action, suit, proceeding or claim; or (ii) settle or compromise any action, suit, proceeding or claim in any manner that may adversely affect any Indemnified Party or obligate an Indemnified Party to pay any sum or perform any obligation. With respect to applicable claims handled by Tenant under the Lease, Indemnitors will not agree and will not permit Company to agree to any settlement unless such settlement meets the requirements of this subsection (b).

(c)All Costs shall be immediately reimbursable to the Indemnified Parties when and as incurred and, in the event of any litigation, claim or other proceeding, without any requirement of waiting for the ultimate outcome of such litigation, claim or other proceeding, and Indemnitors shall pay to the affected Indemnified Party any and all Costs then due within thirty (30) days after written notice from such Indemnified Party itemizing and providing reasonable documentation to support the amounts thereof incurred to the date of such notice. In addition to any other remedy available for the failure of Indemnitors to periodically pay such Costs, such Costs, if not paid within said thirty (30) day period, shall bear interest at the Default Rate (as defined in the Security Instrument) if, and to the extent and from the date that, such Indemnified Party has paid or has caused the payment of such Costs.

(d)Notwithstanding anything to the contrary contained herein, the parties agree that Indemnitors may satisfy their respective obligations under the Operative Agreements by enforcing the rights of Company as landlord under the Lease and having Tenant provide Indemnitors and the Indemnified Parties the indemnification and defenses required by the provisions of this Agreement (collectively, the “Indemnification”). To the extent Tenant performs the Indemnification, the Indemnified Parties agree to accept such performance as if the same has been provided by Indemnitors under the other Operative Agreements. Notwithstanding anything to the contrary contained herein, Principal’s direct liability for environmental conditions at the Property shall arise only to the extent Tenant has failed to perform its environmental obligations under the Lease and such failure to perform continues uncured beyond any applicable notice and cure period set forth in the Lease; provided, however, that nothing in this Section 4(d) shall limit Principal’s liability for environmental conditions to the extent Tenant so fails to perform its environmental obligations under the Lease.

SECTION 5.REINSTATEMENT OF OBLIGATIONS.

If at any time all or any part of any payment made by Indemnitors or received by an Indemnified Party from Indemnitors under or with respect to this Agreement is or must be rescinded or returned for any reason whatsoever (including, but not limited to, the insolvency, bankruptcy or reorganization of either Indemnitor or Company), then the obligations of Indemnitors hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous payment made by Indemnitors, or receipt of payment by such Indemnified Party, and the obligations of Indemnitors hereunder shall continue to be effective or be reinstated, as the case may be, as to such payment, all as though such previous payment by Indemnitors had never been made.

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Hazardous Material Indemnity Agreement

SECTION 6.WAIVERS BY INDEMNITORS.

To the extent permitted by law, with respect to its obligations hereunder, each Indemnitor hereby waives and agrees not to assert or take advantage of:

(a)Any right to require any Indemnified Party to proceed against any other Person or to proceed against or exhaust any security held by Purchaser at any time or to pursue any other remedy in an Indemnified Party’s power or under any other agreement before proceeding against Indemnitors hereunder;

(b)The defense of the statute of limitations in any action hereunder;

(d)Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices (other than as may be expressly herein required) of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Purchaser or any other Indemnified Party, any endorser or creditor of either Indemnitor or the part of any other Person whomsoever under this Agreement or any other instrument in connection with any obligation or evidence of indebtedness held by Purchaser;

(e)Any defense based upon an election of remedies by an Indemnified Party;

(f)Any right or claim of right to cause a marshalling of the assets of any Indemnitor;

(g)Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement or any Operative Agreement;

(h)Any duty on the part of an Indemnified Party to disclose to Indemnitors any facts such Indemnified Party may now or hereafter know about the Property, regardless of whether such Indemnified Party has reason to believe that any such facts materially increase the risk beyond that which Indemnitors intend to assume or has reason to believe that such facts are unknown to Indemnitors or has a reasonable opportunity to communicate such facts to Indemnitors, it being understood and agreed that Indemnitors are fully responsible for being and keeping informed of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Indemnitors hereunder;

(i)Any lack of notice of disposition or of manner of disposition of any collateral for the Note;

(j)Any invalidity, irregularity or unenforceability, in whole or in part, of this Agreement or any one or more of the Operative Agreements;

(k)Any lack of commercial reasonableness in dealing with the collateral for the Note;

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Hazardous Material Indemnity Agreement

(l)Any deficiencies in the collateral for the Note or any deficiency in the ability of an Indemnified Party to collect or to obtain performance from any Persons now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(m)An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Company or any other Indemnitor) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of an Indemnified Party to enforce any of its rights, whether now or hereafter required, which such Indemnified Party may have against Indemnitors or the collateral for the Note;

(o)Any action, occurrence, event or matter consented to by Indemnitors under Section 7(g) hereof, under any other provision hereof, or otherwise.

SECTION 7.GENERAL PROVISIONS.

(a)Recourse. All of the terms and provisions of this Agreement are recourse obligations of Indemnitors and not restricted by any limitation on personal liability or by any other reason whatsoever. Without limiting the foregoing, no Person who directly or indirectly owns any membership or other equity interest in Principal (each, a “Non-Recourse Person”) shall have any personal liability for (i) the payment of any sum of money which is or may be payable hereunder or (ii) the performance or discharge of any covenants, obligations or undertakings of Indemnitor hereunder, and no monetary or deficiency judgment shall be sought or enforced against any Non- Recourse Person with respect thereto. Nothing in this Section 7(a) is intended to or shall in any way affect or invalidate any lien or security interest created by the Security Instrument. This Section 7(a) shall not be construed to prohibit the joining of Company in any foreclosure procedure involving the Property. This Section 7(a) shall not in any way affect the obligations of Tenant under the Lease or any other tenant under the Other Leases. For the avoidance of doubt, no beneficial interest holder of Company (in its capacity as such) shall have any liability under this Agreement, shall be deemed a party hereto, or shall be deemed a ‘Non-Recourse Person’.

(b)Unsecured Obligations. Indemnitors hereby acknowledge that Purchaser’s appraisal of the Property is such that Purchaser is not willing to accept the consequences of the inclusion of Indemnitors’ indemnity set forth herein among the obligations secured by the Security Instrument and the other Operative Agreements and that Purchaser would not purchase the Note and Certificate Holders would not provide funding to Purchaser to enable Purchaser to purchase the Note but for the unsecured personal liability undertaken by Indemnitors herein. Indemnitors further hereby acknowledge that even though the representations, warranties, covenants or agreements of Indemnitors contained herein may be identical or substantially similar to representations, warranties, covenants or agreements of Company set forth in the Security

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Instrument and secured thereby, the obligations of Indemnitors under this Agreement are not secured by the lien of the Security Instrument or the security interests or other collateral described in the Security Instrument or the other Operative Agreements, it being the intent of the Indemnified Parties to create separate obligations of Indemnitors hereunder which can be enforced against Indemnitors without regard to the existence of the Security Instrument or other Operative Agreements or the liens or security interests created therein.

(c)Survival. This Agreement shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the payment of the indebtedness evidenced and secured by the Operative Agreements and the exercise of any remedy by Purchaser under the Security Instrument or any of the other Operative Agreements, including, without limitation, any foreclosure or deed in lieu thereof, even if, as a part of such remedy, the Note is paid or satisfied in full, subject to the limitations provided in Section 1 above; provided, however, that (i) the Indemnified Parties shall not be entitled to recover against Principal under this Agreement for an amount in excess of the amount of the Costs and (ii) the obligations of Indemnitors hereunder shall terminate, as to all matters other than the Existing REC, if (x) at least two (2) years have expired since the Note has been indefeasibly paid and satisfied in full (without taking into account any insurance proceeds paid under the Balloon Note Guaranty Policy), (y) each Indemnitor has provided to the Indemnified Parties an affidavit stating that, except for the Existing REC, it has no actual knowledge of the Property then containing any Hazardous Materials in excess of reportable levels under Environmental Legal Requirements or of the existence of a violation of any other Environmental Legal Requirements on the Property and (z) the Indemnitors have provided to the Indemnified Parties a Phase I environmental assessment, prepared by an environmental consultant reasonably acceptable to the Indemnified Parties, which environmental assessment shall (1) be based on an on-site inspection and review of applicable records after such payment or satisfaction in full of the Note, (2) be in form and substance reasonably satisfactory to the Indemnified Parties and (3) state that, except for the Existing REC, the Property does not contain any Hazardous Materials in excess of reportable levels under Environmental Legal Requirements and is not otherwise in violation of any Environmental Legal Requirements; provided, further, that, notwithstanding the foregoing, the obligations of Indemnitors hereunder shall terminate in their entirety, including as to the Existing REC, if, in addition to satisfaction of the conditions set forth in clause (x) above, (A) each Indemnitor has provided to the Indemnified Parties an affidavit stating that it has no actual knowledge of the Property then containing any Hazardous Materials in excess of reportable levels under Environmental Legal Requirements or of the existence of a violation of any other Environmental Legal Requirements on the Property, and (B) the Indemnitors have provided to the Indemnified Parties a Phase I environmental assessment, prepared by an environmental consultant reasonably acceptable to the Indemnified Parties, which environmental assessment shall (1) be based on an on-site inspection and review of applicable records after such payment or satisfaction in full of the Note, (2) be in form and substance reasonably satisfactory to the Indemnified Parties and (3) state that the Property does not contain any Hazardous Materials in excess of reportable levels under Environmental Legal Requirements and is not otherwise in violation of any Environmental Legal Requirements.

(d)No Subrogation; No Recourse Against an Indemnified Party. Notwithstanding the satisfaction by Principal of any liability hereunder, Principal shall not have any right of subrogation, contribution, reimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Company or to any collateral for the Note unless and until

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Hazardous Material Indemnity Agreement

Indemnitors fully and indefeasibly satisfy the payment of their express payment obligations hereunder and the Note and all amounts due under the Operative Agreements are indefeasibly repaid in full in accordance with their terms. In connection with the foregoing, Principal expressly waives any and all rights of subrogation to the Indemnified Parties against Company (except as expressly provided above), and Principal hereby waives any rights to enforce any remedy which an Indemnified Party may have against Company and any right to participate in any collateral for the Note. In addition to and without in any way limiting the foregoing, Principal hereby subordinates any and all indebtedness of Company now or hereafter owed to Principal to all indebtedness of Company to Purchaser, and agrees with Purchaser that Principal shall not demand or accept any payment of principal or interest from Company, shall not claim any offset or other reduction of Principal’s obligations hereunder because of any such indebtedness and shall not take any action to obtain any of the collateral from the Note. Further, Principal shall not, and Company in its capacity as an “Indemnitor” hereunder only shall not, have any right of recourse against Purchaser or any other Indemnified Party by reason of any action Purchaser or any other Indemnified Party may take or omit to take under the provisions of this Agreement or under the provisions of any of the Operative Agreements.

(e)Reservation of Rights. Nothing contained in this Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which an Indemnified Party may have against Company, either Indemnitor or any other party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.), as it may be amended from time to time, or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

(f)Rights Cumulative; Payments. The Indemnified Parties’ rights under this Agreement shall be in addition to all rights of Purchaser and the other Indemnified Parties (as applicable) under the Note, the Note Purchase Agreement and the other Operative Agreements. FURTHER, PAYMENTS MADE BY INDEMNITORS UNDER THIS AGREEMENT SHALL NOT REDUCE IN ANY RESPECT COMPANY’S OBLIGATIONS AND LIABILITIES UNDER THE NOTE, THE NOTE PURCHASE AGREEMENT AND THE OTHER OPERATIVE AGREEMENTS, EXCEPT TO THE EXTENT PAYMENT OF SUCH EXPENSE IS ALSO REQUIRED UNDER THE SECURITY INSTRUMENT.

(g)No Limitation on Liability. Principal, and Company in its capacity as an Indemnitor under this Agreement, hereby consent and agree that the liability of Indemnitors under this Agreement shall be unconditional and absolute and shall in no way be impaired or limited by any of the following events, whether occurring with or without notice to Indemnitors or with or without consideration as the case may be: (i) any extensions of time for performance required by any of the Operative Agreements or extension or renewal of the Note; (ii) except as provided in Section 2.3(g) and (i) of the Security Instrument, any sale, assignment or foreclosure of the Note, the Security Instrument or any of the other Operative Agreements or any sale or transfer of the Property; (iii) except as provided in Section 2.3(h) and (i) of the Security Instrument, any change in the composition of Company, including, without limitation, the withdrawal or removal of Indemnitors from any current or future position of ownership, management or control of Company; (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitors herein or by Company in any of the Operative Agreements or certificates delivered pursuant thereto; (v) the release of Company or of any other Person or Persons from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Operative

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Hazardous Material Indemnity Agreement

Agreements by operation of law, an Indemnified Party’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Note; (vii) Purchaser’s failure to record the Security Instrument or to file any financing statement (or Purchaser’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any lien or security interest given as security for the Note; (viii) the modification of the terms of this Agreement or of any one or more of the Operative Agreements; or (ix) the taking or the failure to take any action of any type whatsoever. No such action which Purchaser or any other Indemnified Party shall take or fail to take in connection with this Agreement, the Operative Agreements or any collateral for the Note, nor any course of dealing with Company or any other Person, shall limit, impair or release Indemnitors’ obligations hereunder, affect this Agreement in any way or afford Indemnitors any recourse against an Indemnified Party. Nothing contained in this Section 7(g) shall be construed to require any Indemnified Party to take or refrain from taking any action referred to herein. Notwithstanding the foregoing, (a) Indemnitors shall be deemed released from their obligations hereunder if the Property is transferred in accordance with the Security Instrument as a Permitted Sale and as a result thereof the named company under the Operative Agreements is released, and/or (b) Principal shall be deemed released from its obligations hereunder pursuant to the express terms of the Security Instrument pursuant to an Asset Manager Controlling Interest Transfer, Permitted Asset Manager Replacement or Non-DST Controlling Interest Transfer, as applicable; provided that notwithstanding anything herein to the contrary, Principal shall not be released from its obligations hereunder pursuant to sub-clauses (a) and (b) above unless and until Company and a Qualified Real Estate Investor (as defined in the Security Instrument) shall have delivered to Purchaser a Hazardous Material Indemnity Agreement and an Indemnity and Guaranty Agreement in form and substance reasonably acceptable to Purchaser and Balloon Note Guarantor in accordance with the requirements of Sections 2.3(g)(ii)(E), 2.3(h)(i)(B), 2.3(h)(i)(C) or 2.3(h)(ii)(B), as applicable, of the Security Instrument.

(h)Entire Agreement; Amendment; Severability. This Agreement and the other Operative Agreements contain the entire agreement between the parties respecting the matters herein set forth and supersede all prior agreements, whether written or oral, between the parties respecting such matters. Any amendments or modifications hereto, in order to be effective, shall be in writing and executed by Indemnitors and Purchaser. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Agreement to any Person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other Persons or circumstances.

(i)Governing Law; Binding Effect; Waiver of Acceptance. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State, except to the extent that the applicability of any of such laws may now or hereafter be preempted by federal law, in which case such federal law shall so govern and be controlling. This Agreement shall bind each Indemnitor and the heirs, personal representatives, successors and assigns of each Indemnitor and shall inure to the benefit of the Indemnified Parties and the officers, directors, shareholders, agents and employees of the Indemnified Parties and their respective heirs, successors and assigns. Notwithstanding the foregoing, Indemnitors shall not assign any of their respective rights or obligations under this Agreement without the prior written consent of Purchaser, which consent

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Hazardous Material Indemnity Agreement

may be withheld by Purchaser in its sole discretion. Each Indemnitor hereby waives any acceptance of this Agreement by Purchaser or any other Indemnified Party, and this Agreement shall immediately be binding upon Indemnitors.

If to Company:	BR HPE Zero Coupon Sub, DST
	c/o BHM DST Acquisition, LLC
	919 Third Avenue, Suite 4000
	New York, New York 10022
	Attention: General Counsel
	Email: notices@bluerock.com and
	ssiptrott@bluerock.com

	With a copy to:

	Seyfarth Shaw LLP
	620 Eighth Avenue, 32nd Floor
	New York, NY 10018-1405
	Attn: Jason Polevoy, Esq.
	E-mail: jpolevoy@seyfarth.com

	and

	Seyfarth Shaw LLP
	33 S. Wacker Drive
	Suite 8000
	Chicago, Illinois 60606-6448
	Attention: Steven Meier
	E-mail: SMeier@seyfarth.com

If to Principal:	Bluerock Homes Trust, Inc.
	c/o Bluerock Real Estate, L.L.C.
	919 Third Avenue, Suite 4000
	New York, New York 10022
	Attention: General Counsel
	Attention: notices@bluerock.com

	Bluerock Homes Trust, Inc.
	c/o Bluerock Real Estate, L.L.C.
	919 Third Avenue, Suite 4000
	New York, New York 10022
	Attention: Steven Siptrott
	Email: ssiptrott@bluerock.com

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Hazardous Material Indemnity Agreement

	With a copy to:

	Seyfarth Shaw LLP
	620 Eighth Avenue, 32nd Floor
	New York, NY 10018-1405
	Attn: Jason Polevoy, Esq.
	E-mail: jpolevoy@seyfarth.com

	and

	Seyfarth Shaw LLP
	33 S. Wacker Drive
	Suite 8000
	Chicago, Illinois 60606-6448
	Attention: Steven Meier
	E-mail: SMeier@seyfarth.com

If to Asset Manager:	BR HPE CTL DST Manager, LLC
	c/o BHM DST Acquisition, LLC
	919 Third Avenue, Suite 4000
	New York, New York 10022
	Attention: General Counsel
	Email: notices@bluerock.com and
	ssiptrott@bluerock.com

	With a copy to:

	Seyfarth Shaw LLP
	620 Eighth Avenue, 32nd Floor
	New York, NY 10018-1405
	Attn: Jason Polevoy, Esq.
	E-mail: jpolevoy@seyfarth.com

	and

	Seyfarth Shaw LLP
	33 S. Wacker Drive
	Suite 8000
	Chicago, Illinois 60606-6448
	Attention: Steven Meier
	E-mail: SMeier@seyfarth.com

If to Purchaser:	Wilmington Trust, National
	Association, as Trustee for the
	registered certificate holders,
	from time to time, of the CTL
	Pass-Through Trust, Series 2026
	(Hewlett Packard Enterprise)

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Hazardous Material Indemnity Agreement

	1100 North Market Street
	Wilmington, Delaware 19890
	Attention: Equipment Finance
	Department

	With a copy to:

	Greenberg Traurig, LLP
	360 North Green Street, Suite 1300
	Chicago, IL 60607
	Attention: David J. LaSota

If to Balloon Note Guarantor:	Assured Guaranty Inc.
	1633 Broadway
	New York, New York 10019
	Attention: Risk Management
	Department Re: HPE Sunnyvale
	BNG Policy No. 50034
	Email: riskmanagementdept@agltd.com

(m)Attorneys’ Fees. In the event it is necessary for any Indemnified Party to retain the services of an attorney or any other consultants in order to enforce this Agreement, or any portion thereof, Indemnitor agrees to pay to such Indemnified Party any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, costs and expenses actually incurred by such Indemnified Party as a result thereof and such costs, fees and expenses shall be included in Costs.

(n)Successive Actions. A separate right of action hereunder shall arise each time an Indemnified Party acquires knowledge of any matter indemnified or guaranteed by Indemnitors under this Agreement. Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time. No action hereunder shall preclude any subsequent action, and Indemnitors hereby waive and covenant not to assert any defense in the nature of splitting of causes of action or merger of judgments.

(o)Reliance. Purchaser would not purchase the Note from Company, Balloon Note Guarantor would not issue the Balloon Note Guaranty to Purchaser and Certificate Holders would

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not provide funding for Purchaser to purchase the Note from Company without this Agreement. Accordingly, Indemnitors intentionally and unconditionally enter into the covenants and agreements as set forth in this Agreement and understand that, in reliance upon and in consideration of such covenants and agreements, the Note will be purchased, the Balloon Note Guaranty will be issued and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.

(p)SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(i)INDEMNITORS TO THE FULL EXTENT PERMITTED BY THE LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMIT TO PERSONAL JURISDICTION IN THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT, (B) AGREE THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, (C) SUBMIT TO THE JURISDICTION OF SUCH COURTS, AND, (D) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREE THAT NONE OF THEM WILL BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY INDEMNIFIED PARTY TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). INDEMNITORS FURTHER CONSENT AND AGREE TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, SIGNATURE REQUIRED, TO INDEMNITORS AT THE ADDRESS SET FORTH HEREIN, AND CONSENT AND AGREE THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).

(ii)PURCHASER (ON BEHALF OF THE INDEMNIFIED PARTIES) AND INDEMNITORS EACH, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY CONDUCT, ACT OR OMISSION OF INDEMNIFIED PARTIES OR INDEMNITORS, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH PURCHASER OR INDEMNITORS, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

(q)Waiver by Indemnitors. Indemnitors covenant and agree that upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Company, no Indemnitor shall seek or shall cause any other Person to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. §105 or any other provision of the Bankruptcy Code, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of the Indemnified Parties to enforce any rights of the Indemnified Parties against Indemnitors by virtue of this Agreement or otherwise.

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Hazardous Material Indemnity Agreement

(r)Joint and Several Liability. Notwithstanding anything to the contrary contained herein, the representations, warranties, covenants and agreements made by Indemnitors herein, and the liability of Indemnitors hereunder, is joint and several.

(s)Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. The parties agree to electronic contracting and signatures with respect to this Agreement. Delivery of an electronic signature to, or a signed copy of, this Agreement by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the manually signed originals and shall be admissible into evidence for all purposes. Notwithstanding the foregoing, if Beneficiary shall request manually signed counterpart signatures this Agreement, Indemnitors hereby agree to use their reasonable endeavors to provide such manually signed signature pages within 30 days of such request or such longer period as Beneficiary and Indemnitors may agree.

(t)Balloon Note Guarantor. Assured Guaranty Incorporated (the “Balloon Note Guarantor”) has issued to the Purchaser a Balloon Note Guaranty Policy guaranteeing certain payments on the Note. Notwithstanding anything herein to the contrary or in the other Operative Agreements to the contrary,

(i)in any instance in which the consent or approval of Purchaser is required or in which Purchaser is required to act at the direction of one or more Registered Certificate Holders, in either case, in this Agreement or any other Operative Agreements, the express prior written consent or written approval of Balloon Note Guarantor shall also be required. Such consent, approval or action by Purchaser shall be conditioned upon Purchaser’s receipt of such express prior written consent or approval by Balloon Note Guarantor. Notice to Purchaser shall not be effective unless such written notice is also provided to Balloon Note Guarantor;

(iii)Each of the parties hereto hereby acknowledges and agrees that Balloon Note Guarantor is a third-party beneficiary of this Agreement and each of the other Operative Agreements;

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Hazardous Material Indemnity Agreement

and its successors and assigns shall be deemed an assignee of this Agreement, the Note and the other Operative Agreements with the exclusive right to enforce the provisions of this Agreement, the Note and the other Operative Agreements in the same capacity as Purchaser and the Registered Certificate Holders and (ii) all rights of Purchaser and the Registered Certificate Holders, whether express or implied hereunder or under any other Operative Agreement, shall be merged in and exclusively held and unilaterally exercised by Balloon Note Guarantor in its sole and absolute discretion; provided that (a) for the avoidance of doubt, Purchaser shall remain an Indemnified Party under the Indemnity and Guaranty Agreement notwithstanding any succession by Balloon Note Guarantor to the interests of Purchaser by reason of its performance under the Balloon Note Guaranty Policy and (b)(i) Principal’s Loss Recourse Obligations (as defined in the Indemnity and Guaranty Agreement) to Trustee as Purchaser under the Indemnity and Guaranty Agreement pursuant to Section 1(a)(x) under the Indemnity and Guaranty Agreement and (ii) any claims of Trustee as Purchaser under the Indemnity and Guaranty Agreement or the Registered Certificate Holders against Principal for amounts personally expended by Trustee as Purchaser under the Indemnity and Guaranty Agreement or the Registered Certificate Holders in connection with any Costs (as defined in the Indemnity and Guaranty Agreement), shall remain personal to Trustee or the Registered Certificate Holders, as applicable, and Balloon Note Guarantor shall not succeed Trustee’s or the Registered Certificate Holders’ interest in such claims; and

(u)Concerning the Purchaser. Notwithstanding anything contained herein or in the other Operative Agreements to the contrary, it is expressly understood and agreed by the parties hereto that (i) this Agreement is made to Purchaser not in its individual or personal capacity but solely in its capacity as trustee (the “Trustee”) under the Declaration of Trust dated as of the date hereof (the “Trust Agreement”) on behalf of the CTL Pass-Through Trust, Series 2026 (Hewlett Packard Enterprise) (the “Trust”), in the exercise of the powers and authority conferred and vested in it as trustee under the Trust Agreement, subject to the protections, indemnities and limitations from liability afforded to Trustee thereunder, all of which are fully incorporated herein and made a part hereof in their entirety as though fully set forth in this Agreement; (ii) in no event shall Wilmington Trust, National Association, in its individual or personal capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust (or on behalf of the Trust) hereunder, as to all of which recourse shall be had solely to the trust property of the Trust; (iii) nothing contained herein shall be construed as creating any liability on Wilmington Trust, National Association, individually or personally, to perform any expressed or implied covenant, duty or obligation of any kind whatsoever contained herein; and (iv) under no circumstances shall Wilmington Trust, National Association, be individually or personally liable for the payment of any fees, costs, indebtedness or expenses of any kind whatsoever or be individually or personally liable for the breach or failure of any obligation, representation,

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Hazardous Material Indemnity Agreement

agreement, warranty or covenant whatsoever made or undertaken by Trustee or the Trust hereunder. Notwithstanding anything contained herein, it is expressly understood that Purchaser is acting as a trustee for the registered certificate holders, and whenever any consent, approval, calculation, confirmation or other action of Purchaser is contemplated hereby, Purchaser will act in accordance with the instructions of the appropriate percentage of certificate holders (pursuant to the Trust Agreement), or otherwise in accordance with the terms and provisions of the documents creating and relative to the administration of the trust, and not on its own discretion.

SECTION 8.ASSIGNMENTS BY PURCHASER.

Purchaser may, at its sole cost and expense, without notice to, or consent of, Indemnitor, sell, assign or transfer to or participate with any Person or Persons all or any part of the indebtedness evidenced by the Note, and each such Person or Persons shall have the right to enforce the provisions of this Agreement and any of the other Operative Agreements as fully as Purchaser, provided that Purchaser shall continue to have the unimpaired right to enforce the provisions of this Agreement and any of the other Operative Agreements as to so much of the Note that Purchaser has not sold, assigned or transferred.

{The remainder of this page intentionally left blank}

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IN WITNESS WHEREOF, each Indemnity has executed this Hazardous Material Indemnity Agreement as of the day and year first above written.

	BR HPE ZERO COUPON SUB, DST, a Delaware statutory trust

	By: BR HPE CTL DST MANAGER, LLC, a
	Delaware limited liability company, its Manager

	By:	/s/ Jordan Ruddy
	Name:	Jordan Ruddy
	Title:	Authorized Signatory

	BLUEROCK HOMES TRUST, INC., a Maryland corporation

	By:	/s/ Jordan Ruddy
	Name:	Jordan Ruddy
	Title:	Authorized Signatory

Hazardous Material Indemnity Agreement

Signature Page

ENVIRONMENTAL REPORT

Phase I Environmental Site Assessment dated August 17, 2026, prepared by Bureau Veritas and relating to 1133 Innovation Way, Sunnyvale, California 94089

SCHEDULE I

(to Hazardous Material Indemnity Agreement)

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, R. Ramin Kamfar, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bluerock Homes Trust, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 10, 2026	/s/ R. Ramin Kamfar
	R. Ramin Kamfar
	Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Christopher J. Vohs, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Bluerock Homes Trust, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2026	/s/ Christopher J. Vohs
	Christopher J. Vohs
	Chief Financial Officer and Treasurer (Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as created by Section § 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Bluerock Homes Trust, Inc. (the “Company”) hereby certify, to such officers’ knowledge, that:

(i)

The accompanying Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 10, 2026	/s/ R. Ramin Kamfar
	R. Ramin Kamfar
	Chief Executive Officer (Principal Executive Officer)

November 10, 2026	/s/ Christopher J. Vohs
	Christopher J. Vohs
	Chief Financial Officer and Treasurer (Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

Source: View Original Filing on SEC EDGAR

Bluerock Homes Trust provides $33.1M affiliate loan

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