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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): August 11, 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 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
Disposition of Ballast
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 Arizona, Colorado, and Washington, collectively known as the Ballast portfolio. The Company
holds a 95% interest in the joint venture.
During the period of January
1, 2026 through June 2, 2026, the Company completed the disposition of its interest in an aggregate of 24 single-family residential units
within the Ballast portfolio, as previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 8, 2026. Subsequently, during the period of June 3, 2026 through August 11, 2026, the Company completed the disposition
of its interest in an additional 21 single-family residential units within the Ballast portfolio. The dispositions of the additional 21
units were made to unaffiliated third parties pursuant to the terms and conditions of multiple separate purchase and sale agreements.
The aggregate sales price for the additional 21 units was approximately $7.1 million, subject to certain closing costs, prorations and
adjustments typical in such real estate transactions, with aggregate net proceeds to the Company of approximately $6.4 million.
| ITEM 9.01 | FINANCIAL STATEMENTS |
| (a) |
Pro Forma Financial Information
Bluerock Homes Trust, Inc.
Pro Forma Condensed Consolidated Balance Sheet
as of March 31, 2026 (unaudited)
Notes to Pro Forma Condensed Consolidated Balance
Sheet as of March 31, 2026 (unaudited)
Pro Forma Condensed Consolidated Statement of
Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 (unaudited)
Notes to Pro Forma Condensed Consolidated Statement
of Operations and Comprehensive Income (Loss) for the three months ended March 31, 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 three months ended March 31, 2026 (unaudited), and the
related notes thereto.
The unaudited pro forma condensed
consolidated balance sheet as of March 31, 2026, and the unaudited pro forma condensed consolidated statements of operations and comprehensive
income (loss) for the three months ended March 31, 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 Ballast 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 45 units within the Ballast portfolio
to unaffiliated third parties as follows: the disposition of (i) 10 units during the quarter ended March 31, 2026, (ii) 14 units during
the period of April 1, 2026 through June 2, 2026, and (iii) 21 units during the period of June 3, 2026 through August 11, 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 March 31, 2026 assumes that the dispositions of (i) the 14 units during the period of April 1, 2026 through June 2,
2026 and (ii) the 21 units during the period of June 3, 2026 through August 11, 2026 referred to above occurred on March 31, 2026.
The pro forma condensed consolidated
statement of operations and comprehensive income (loss) for the three months ended March 31, 2026 assumes that the dispositions of (i)
the aggregate 24 units during the period of January 1, 2026 through June 2, 2026 and (ii) the 21 units during the period of June 3, 2026
through August 11, 2026 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 dispositions of (i) the
aggregate 24 units during the period of January 1, 2026 through June 2, 2026 and (ii) the 21 units during the period of June 3, 2026 through
August 11, 2026 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 MARCH 31, 2026
(In thousands, except share and per share amounts)
| | |
| | |
Pro Forma Adjustments | | |
| |
| | |
Bluerock Homes
Trust, Inc.
Historical (a) | | |
Ballast Unit Sales (b) | | |
Ballast Unit Sales (c) | | |
Pro Forma
Total | |
| ASSETS | |
| | | |
| | | |
| | | |
| | |
| Net real estate investments | |
| | | |
| | | |
| | | |
| | |
| Land | |
$ | 119,485 | | |
$ | (145 | ) | |
$ | (1,356 | ) | |
$ | 117,984 | |
| Buildings and improvements | |
| 742,835 | | |
| (736 | ) | |
| (4,875 | ) | |
| 737,224 | |
| Furniture, fixtures and equipment | |
| 29,157 | | |
| (7 | ) | |
| (176 | ) | |
| 28,974 | |
| Construction in process | |
| 13,152 | | |
| — | | |
| — | | |
| 13,152 | |
| Total gross operating real estate investments | |
| 904,629 | | |
| (888 | ) | |
| (6,407 | ) | |
| 897,334 | |
| Accumulated depreciation | |
| (70,340 | ) | |
| 96 | | |
| 733 | | |
| (69,511 | ) |
| Total net operating real estate investments | |
| 834,289 | | |
| (792 | ) | |
| (5,674 | ) | |
| 827,823 | |
| Operating real estate held for sale, net | |
| 13,031 | | |
| (3,819 | ) | |
| (1,472 | ) | |
| 7,740 | |
| Total net real estate investments | |
| 847,320 | | |
| (4,611 | ) | |
| (7,146 | ) | |
| 835,563 | |
| Cash and cash equivalents | |
| 170,097 | | |
| 4,375 | | |
| 6,445 | | |
| 180,917 | |
| Restricted cash | |
| 21,453 | | |
| (2 | ) | |
| (26 | ) | |
| 21,425 | |
| Investment in unconsolidated real estate fund | |
| 25,778 | | |
| — | | |
| — | | |
| 25,778 | |
| Accounts receivable, prepaids and other assets, net | |
| 28,116 | | |
| (2 | ) | |
| (13 | ) | |
| 28,101 | |
| Preferred equity investments, net | |
| 43,577 | | |
| — | | |
| — | | |
| 43,577 | |
| Other intangible assets, net | |
| 5,938 | | |
| — | | |
| — | | |
| 5,938 | |
| Due from affiliates | |
| 633 | | |
| — | | |
| — | | |
| 633 | |
| Non-real estate assets associated with operating real estate held for sale | |
| 33 | | |
| (10 | ) | |
| (4 | ) | |
| 19 | |
| TOTAL ASSETS | |
$ | 1,142,945 | | |
$ | (250 | ) | |
$ | (744 | ) | |
$ | 1,141,951 | |
| | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | | |
| | | |
| | |
| Mortgages payable | |
$ | 416,810 | | |
$ | — | | |
$ | — | | |
$ | 416,810 | |
| Accounts payable | |
| 756 | | |
| — | | |
| — | | |
| 756 | |
| Other accrued liabilities | |
| 20,591 | | |
| (7 | ) | |
| (54 | ) | |
| 20,530 | |
| Due to affiliates | |
| 7,573 | | |
| — | | |
| — | | |
| 7,573 | |
| Distributions payable | |
| 2,548 | | |
| — | | |
| — | | |
| 2,548 | |
| Liabilities associated with operating real estate held for sale | |
| 123 | | |
| (21 | ) | |
| (10 | ) | |
| 92 | |
| Total Liabilities | |
| 448,401 | | |
| (28 | ) | |
| (64 | ) | |
| 448,309 | |
| 6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 6,473,063 shares issued and outstanding at March 31, 2026 | |
| 146,945 | | |
| — | | |
| — | | |
| 146,945 | |
| 7.5% Series B Redeemable Preferred Stock, liquidation preference $25.00 per share, 14,000,000 shares authorized; 104,288 shares issued and outstanding at March 31, 2026 | |
| 2,294 | | |
| — | | |
| — | | |
| 2,294 | |
| Equity | |
| | | |
| | | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | | |
| | | |
| | |
| Preferred stock, $0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at March 31, 2026 | |
| — | | |
| — | | |
| — | | |
| — | |
| Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,043,514 shares issued and outstanding at March 31, 2026, historical and pro forma | |
| 40 | | |
| — | | |
| — | | |
| 40 | |
| Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at March 31, 2026, historical and pro forma | |
| — | | |
| — | | |
| — | | |
| — | |
| Additional paid-in-capital | |
| 121,504 | | |
| — | | |
| — | | |
| 121,504 | |
| Cumulative earnings in excess of distributions | |
| 3,260 | | |
| (208 | ) | |
| (640 | ) | |
| 2,412 | |
| Accumulated other comprehensive gain | |
| 38 | | |
| — | | |
| — | | |
| 38 | |
| Total Stockholders’ Equity | |
| 124,842 | | |
| (208 | ) | |
| (640 | ) | |
| 123,994 | |
| Noncontrolling Interests | |
| | | |
| | | |
| | | |
| | |
| Operating partnership units | |
| 285,667 | | |
| — | | |
| — | | |
| 285,667 | |
| Partially-owned properties | |
| 134,796 | | |
| (14 | ) | |
| (40 | ) | |
| 134,742 | |
| Total Noncontrolling Interests | |
| 420,463 | | |
| (14 | ) | |
| (40 | ) | |
| 420,409 | |
| Total Equity | |
| 545,305 | | |
| (222 | ) | |
| (680 | ) | |
| 544,403 | |
| TOTAL LIABILITIES AND EQUITY | |
$ | 1,142,945 | | |
$ | (250 | ) | |
$ | (744 | ) | |
$ | 1,141,951 | |
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 MARCH 31, 2026
| (a) |
Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. |
| |
|
| (b) |
Reflects the Company’s disposition of its interest in 14 units within the Ballast portfolio that occurred during the period of April 1, 2026 through June 2, 2026 which were included in the Company’s historical consolidated balance sheet. The dispositions of the Ballast 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. |
| |
|
| (c) |
Reflects the Company’s disposition of its interest in 21 units within the Ballast portfolio that occurred during the period of June 3, 2026 through August 11, 2026 which were included in the Company’s historical consolidated balance sheet. The dispositions of the Ballast 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 THREE MONTHS ENDED MARCH 31, 2026
(In thousands, except share and per share amounts)
| | |
| | |
Pro Forma Adjustments | | |
| |
| | |
Bluerock Homes
Trust, Inc. Historical (a) | | |
Ballast Units Sales (b) | | |
Ballast Units Sales (c) | | |
Pro Forma Total | |
| Revenues | |
| | | |
| | | |
| | | |
| | |
| Rental and other property revenues | |
$ | 19,701 | | |
$ | (99 | ) | |
$ | (96 | ) | |
$ | 19,506 | |
| Total revenues | |
| 19,701 | | |
| (99 | ) | |
| (96 | ) | |
| 19,506 | |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses | |
| | | |
| | | |
| | | |
| | |
| Property operating | |
| 9,081 | | |
| (64 | ) | |
| (62 | ) | |
| 8,955 | |
| Property management and asset management fees | |
| 1,571 | | |
| (17 | ) | |
| (16 | ) | |
| 1,538 | |
| General and administrative | |
| 3,114 | | |
| — | | |
| — | | |
| 3,114 | |
| Management fees to related party | |
| 2,688 | | |
| — | | |
| — | | |
| 2,688 | |
| Acquisition and other transaction costs | |
| 43 | | |
| — | | |
| — | | |
| 43 | |
| Weather-related losses, net | |
| 250 | | |
| — | | |
| — | | |
| 250 | |
| Impairment of real estate investments | |
| 601 | | |
| (407 | ) | |
| (187 | ) | |
| 7 | |
| Depreciation and amortization | |
| 8,858 | | |
| (55 | ) | |
| (53 | ) | |
| 8,750 | |
| Total expenses | |
| 26,206 | | |
| (543 | ) | |
| (318 | ) | |
| 25,345 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other (expense) income | |
| | | |
| | | |
| | | |
| | |
| Other expense, net | |
| (882 | ) | |
| 7 | | |
| 6 | | |
| (869 | ) |
| Income from preferred equity investments | |
| 1,531 | | |
| — | | |
| — | | |
| 1,531 | |
| Share of net earnings of equity method investment | |
| 296 | | |
| — | | |
| — | | |
| 296 | |
| Gain on sale of real estate investments, net | |
| 584 | | |
| 327 | | |
| — | | |
| 911 | |
| Loss on extinguishment of debt costs | |
| (36 | ) | |
| — | | |
| — | | |
| (36 | ) |
| Interest expense, net | |
| (6,485 | ) | |
| — | | |
| — | | |
| (6,485 | ) |
| Interest income | |
| 1,276 | | |
| — | | |
| — | | |
| 1,276 | |
| Total other expense | |
| (3,716 | ) | |
| 334 | | |
| 6 | | |
| (3,376 | ) |
| Loss before income taxes | |
| (10,221 | ) | |
| 778 | | |
| 228 | | |
| (9,215 | ) |
| Income tax expense | |
| (76 | ) | |
| — | | |
| — | | |
| (76 | ) |
| Net loss | |
| (10,297 | ) | |
| 778 | | |
| 228 | | |
| (9,291 | ) |
| Preferred stock dividends | |
| (2,609 | ) | |
| — | | |
| — | | |
| (2,609 | ) |
| Preferred stock accretion | |
| (993 | ) | |
| — | | |
| — | | |
| (993 | ) |
| Net loss attributable to noncontrolling interests | |
| | | |
| | | |
| | | |
| | |
| Operating partnership units | |
| 7,824 | | |
| (530 | ) | |
| (149 | ) | |
| 7,145 | |
| Partially-owned properties | |
| 2,642 | | |
| (15 | ) | |
| (14 | ) | |
| 2,613 | |
| Net loss attributable to noncontrolling interests | |
| 10,466 | | |
| (545 | ) | |
| (163 | ) | |
| 9,758 | |
| Net loss attributable to common stockholders | |
$ | (3,433 | ) | |
$ | 233 | | |
$ | 65 | | |
$ | (3,135 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per common share (d) | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share – Basic | |
$ | (0.90 | ) | |
| | | |
| | | |
$ | (0.82 | ) |
| Net loss per common share – Diluted | |
$ | (0.90 | ) | |
| | | |
| | | |
$ | (0.82 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average basic common shares outstanding | |
| 3,898,102 | | |
| | | |
| | | |
| 3,898,102 | |
| Weighted average diluted common shares outstanding | |
| 3,898,102 | | |
| | | |
| | | |
| 3,898,102 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive income | |
| | | |
| | | |
| | | |
| | |
| Unrealized gain on available-for-sale investments, net | |
$ | 89 | | |
$ | — | | |
$ | — | | |
$ | 89 | |
| Less unrealized gain attributable to Operating partnership units | |
| (62 | ) | |
| — | | |
| — | | |
| (62 | ) |
| Other comprehensive income attributable to common stockholders | |
| 27 | | |
| — | | |
| — | | |
| 27 | |
| Comprehensive loss attributable to noncontrolling interests | |
| 10,404 | | |
| (545 | ) | |
| (163 | ) | |
| 9,696 | |
| Comprehensive loss attributable to common stockholders | |
$ | (3,406 | ) | |
$ | 233 | | |
$ | 65 | | |
$ | (3,108 | ) |
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 THREE MONTHS ENDED MARCH 31, 2026
| (a) |
Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. |
| |
|
| (b) |
Reflects the Company’s disposition of its interest in an aggregate of 24 units within the Ballast portfolio that occurred during the period of January 1, 2026 through June 2, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Ballast 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) |
Reflects the Company’s disposition of its interest in 21 units within the Ballast portfolio that occurred during the period of June 3, 2026 through August 11, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Ballast 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. |
| |
|
| (d) |
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 March 31, 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) | | |
Ballast
Units Sales
(b) | | |
Ballast
Units Sales
(c) | | |
Pro Forma
Total | |
| Revenues | |
| | |
| | |
| | |
| |
| Rental and other property revenues | |
$ | 68,136 | | |
$ | (576 | ) | |
$ | (504 | ) | |
$ | 67,056 | |
| Interest income from loan investments | |
| 598 | | |
| — | | |
| — | | |
| 598 | |
| Total revenues | |
| 68,734 | | |
| (576 | ) | |
| (504 | ) | |
| 67,654 | |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses | |
| | | |
| | | |
| | | |
| | |
| Property operating | |
| 33,185 | | |
| (213 | ) | |
| (187 | ) | |
| 32,785 | |
| Property management and asset management fees | |
| 5,372 | | |
| (98 | ) | |
| (86 | ) | |
| 5,188 | |
| 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 | | |
| — | | |
| — | | |
| 5,905 | |
| Depreciation and amortization | |
| 29,418 | | |
| (298 | ) | |
| (260 | ) | |
| 28,860 | |
| Total expenses | |
| 96,077 | | |
| (609 | ) | |
| (533 | ) | |
| 94,935 | |
| | |
| | | |
| | | |
| | | |
| | |
| 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 | ) | |
| — | | |
| — | | |
| (27 | ) |
| Interest expense, net | |
| (23,988 | ) | |
| — | | |
| — | | |
| (23,988 | ) |
| Interest income | |
| 5,258 | | |
| — | | |
| — | | |
| 5,258 | |
| Total other expense | |
| (3,623 | ) | |
| — | | |
| — | | |
| (3,623 | ) |
| Loss before income taxes | |
| (30,966 | ) | |
| 33 | | |
| 29 | | |
| (30,904 | ) |
| Income tax expense | |
| (1,632 | ) | |
| — | | |
| — | | |
| (1,632 | ) |
| Net loss | |
| (32,598 | ) | |
| 33 | | |
| 29 | | |
| (32,536 | ) |
| 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 | | |
| (22 | ) | |
| (19 | ) | |
| 25,756 | |
| Partially-owned properties | |
| 9,051 | | |
| (2 | ) | |
| (1 | ) | |
| 9,048 | |
| Net loss attributable to noncontrolling interests | |
| 34,848 | | |
| (24 | ) | |
| (20 | ) | |
| 34,804 | |
| Net loss attributable to common stockholders | |
$ | (11,491 | ) | |
$ | 9 | | |
$ | 9 | | |
$ | (11,473 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Loss per common share (d) | |
| | | |
| | | |
| | | |
| | |
| Net loss per common share – Basic | |
$ | (3.02 | ) | |
| | | |
| | | |
$ | (3.02 | ) |
| Net loss per common share – Diluted | |
$ | (3.02 | ) | |
| | | |
| | | |
$ | (3.02 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| 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, net | |
$ | 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 | | |
| (24 | ) | |
| (20 | ) | |
| 34,411 | |
| Comprehensive loss attributable to common stockholders | |
$ | (11,316 | ) | |
$ | 9 | | |
$ | 9 | | |
$ | (11,298 | ) |
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 24 units within the Ballast portfolio that occurred during the period of January 1, 2026 through June 2, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Ballast 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) |
Reflects the Company’s disposition of its interest in 21 units within the Ballast portfolio that occurred during the period of June 3, 2026 through August 11, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Ballast 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. |
| |
|
| (d) |
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: |
August 12, 2026 |
By: |
/s/ Christopher J. Vohs |
| |
|
|
Christopher J. Vohs |
| |
|
|
Chief Financial Officer and Treasurer |
