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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): January 1, 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/A 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))
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 3.02 |
UNREGISTERED SALES OF EQUITY SECURITIES |
On
January 1, 2026, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”) granted 7,824 long-term incentive plan
units (“LTIP Units”) of the Company’s operating partnership, Bluerock Residential Holdings, L.P. (the “Operating
Partnership”), to each of Elizabeth Harrison, Kamal Jafarnia, I. Bobby Majumder, and Romano Tio, the non-employee members of the
Company’s board of directors, in payment of the equity portion of their respective annual retainers (such grants, collectively,
the “Director Grants”). The LTIP Units issued as Director Grants were issued pursuant to the Company’s Amended and Restated
Equity Incentive Plan for Individuals (the “Individuals Plan”). Each such Director Grant is evidenced by an LTIP Unit Award
Agreement.
The
issuances of LTIP Units as Director Grants were made in reliance upon exemptions from registration provided by Section 4(a)(2) of the
Securities Act of 1933 and Regulation D thereunder for transactions not involving any public offering. No general solicitation or advertising
occurred in connection with the issuance and sale of these securities. Such LTIP Units were fully vested upon issuance, and 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. From the date of grant, holders of such LTIP Units will be
entitled to receive “distribution equivalents” at the time distributions are paid to the holders of the Company’s Class
A Common Stock.
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: January 5, 2026 |
By: |
/s/ Christopher J. Vohs |
| |
|
Christopher J. Vohs |
| |
|
Chief Financial Officer and Treasurer |
