How are related-party considerations addressed in BHM’s loan and guaranty transaction?

The borrower and Trust manager are subsidiaries or affiliates of Bluerock Asset Management, the Company’s external manager. The loan and non-recourse carveout guaranty were approved by the Audit Committee of independent directors under the Company’s related party transaction approval policies.

Bluerock Homes Trust issues $33.1M 13% secured loan

Q: What financing transaction did Bluerock Homes Trust, Inc. (BHM) complete on August 27, 2026?

Bluerock Homes Trust provided a $33,088,000 secured loan through its operating partnership to BR HPE Investment Co, LLC to help fund that entity’s acquisition of Class II Interests in a Delaware Statutory Trust owning a Northern California office and lab property.

Q: What are the key terms of BHM’s $33.1 million loan disclosed in this 8-K?

The loan has a principal amount of $33,088,000, a fixed 13.0% annual coupon, and a 36‑month term. It is secured by a pledge of the borrower’s Class II Interests in the Trust and is structured to be repaid from a syndication of the Trust’s Class I interests.

Q: What property backs the Delaware Statutory Trust in the BHM transaction (symbol BHM)?

The Trust acquired a 340,496 square foot, 8‑story Class A office and lab facility in Northern California for $330,777,000 via a sale-leaseback. The property is subject to a 20.5‑year bondable true lease guaranteed by an investment-grade technology company.

Q: How was the $330.8 million Northern California property acquisition financed?

The Trust financed the transaction primarily with a $309,980,618 senior zero net cash flow credit tenant lease facility bearing a 6.54% fixed coupon. The remaining capitalization came from the Company’s $33,088,000 loan and approximately $6,538,805 of common equity contributed by Bluerock Asset Management.

Q: What guaranty obligations and fees does BHM have under the Senior A-1 Note structure?

Bluerock Homes Trust provided a non-recourse carveout guaranty and a hazardous materials indemnity on the $309,980,618 Senior A‑1 Note. In return, it earns a $125,000 annual guarantor fee for each year the guaranty is in effect, up to an aggregate $625,000.

Bluerock Homes Trust, Inc. (BHM) disclosed that on August 27, 2026 it provided a secured loan of $33,088,000 through its operating partnership to BR HPE Investment Co, LLC, a subsidiary of an affiliate of its external manager.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. (BHM) disclosed that on August 27, 2026 it provided a secured loan of $33,088,000 through its operating partnership to BR HPE Investment Co, LLC, a subsidiary of an affiliate of its external manager. The loan helped fund that entity’s purchase of Class II interests in a Delaware Statutory Trust that, via a sale-leaseback, acquired a 340,496 square foot Class A office and lab facility in Northern California for $330,777,000 under a 20.5-year bondable true lease guaranteed by an investment-grade technology company. The Trust’s acquisition was primarily financed with a $309,980,618 senior zero net cash flow credit tenant lease facility bearing a fixed coupon of 6.54%, with remaining capitalization from the Company’s loan and approximately $6,538,805 of common equity from Bluerock Asset Management. The Company’s loan carries a fixed coupon of 13.0% per annum, a 36‑month term, and is secured by a pledge of the borrower’s Class II interests, and is intended to be repaid from a syndication of Class I interests. The Company also provided a non-recourse carveout guaranty and hazardous materials indemnity on the senior facility, for which it will receive $125,000 per year up to an aggregate $625,000, and obtained indemnities from the DST manager for certain willful misconduct or gross negligence; the audit committee of independent directors approved the related-party arrangements.

Positive

The Company originates a $33,088,000 secured loan at a fixed 13.0% annual coupon for 36 months, plus earns an additional $125,000 per year in non-recourse carveout guarantor fees, up to $625,000, creating new interest and fee income streams tied to a long-term leased property.
The underlying property is a 340,496 square foot Class A office and lab facility in Northern California subject to a 20.5-year bondable true lease guaranteed by an investment-grade technology company, providing a long-dated, investment-grade tenancy backing the structure.

Negative

By providing a non-recourse carveout guaranty and hazardous materials indemnity on the $309,980,618 senior facility, the Company may become liable for losses arising from specified "bad acts" and environmental issues, creating contingent exposure despite indemnities from the DST manager and lease-based environmental protections.
The transaction involves multiple affiliates of the Company’s external manager, including the borrower and DST manager, making this a related-party transaction that required audit committee approval under the Company’s related party transaction policies.

Insights

Analyzing...

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Secured loan principal: $33,088,000 Loan coupon rate: 13.0% per annum Property purchase price: $330,777,000 +5 more

8 metrics

Secured loan principal $33,088,000 Loan provided to BR HPE Investment Co, LLC on August 27, 2026

Loan coupon rate 13.0% per annum Fixed coupon on the Company’s secured loan with 36‑month term

Property purchase price $330,777,000 Sale-leaseback acquisition of Class A office and lab facility in Northern California

Senior A-1 Note amount $309,980,618 Zero net cash flow credit tenant lease facility financing the transaction

Senior A-1 Note coupon 6.54% Fixed coupon on the senior credit tenant lease facility

Equity contributed by BAM $6,538,805 Common equity funding portion of the Trust’s transaction capitalization

NRCO Guarantor Fee $125,000 per year Annual non-recourse carveout guarantor fee payable to the Company, up to $625,000

Property size 340,496 square feet Class A office and lab facility acquired by the Trust in Northern California

Key Terms

bondable true lease, zero net cash flow credit tenant lease facility, Delaware Statutory Trust, non-recourse carveout guaranty, +2 more

6 terms

bondable true lease financial

"pursuant to a 20.5-year bondable true lease guaranteed by an investment-grade"

zero net cash flow credit tenant lease facility financial

"primarily with a $309,980,618 senior, zero net cash flow credit tenant lease facility"

Delaware Statutory Trust financial

"BR HPE Zero Coupon, DST (the “Trust”), a Delaware Statutory Trust managed by"

A Delaware statutory trust is a legal structure created under Delaware law that holds assets—often real estate or income-producing property—and issues shares of ownership to investors. It separates the assets and liabilities of the trust from individual investors, like a shared landlord that collects rent and pays expenses, and matters to investors because it can simplify ownership, limit personal liability, and make it easier to receive steady income or trade ownership stakes without managing properties directly.

non-recourse carveout guaranty financial

"the Company provided a non-recourse carveout guaranty and a hazardous materials"

hazardous materials indemnity agreement financial

"non-recourse carveout guaranty and a hazardous materials indemnity agreement"

FAQ

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

What financing transaction did Bluerock Homes Trust, Inc. (BHM) complete on August 27, 2026?

Bluerock Homes Trust provided a $33,088,000 secured loan through its operating partnership to BR HPE Investment Co, LLC to help fund that entity’s acquisition of Class II Interests in a Delaware Statutory Trust owning a Northern California office and lab property.

What are the key terms of BHM’s $33.1 million loan disclosed in this 8-K?

The loan has a principal amount of $33,088,000, a fixed 13.0% annual coupon, and a 36‑month term. It is secured by a pledge of the borrower’s Class II Interests in the Trust and is structured to be repaid from a syndication of the Trust’s Class I interests.

What property backs the Delaware Statutory Trust in the BHM transaction (symbol BHM)?

The Trust acquired a 340,496 square foot, 8‑story Class A office and lab facility in Northern California for $330,777,000 via a sale-leaseback. The property is subject to a 20.5‑year bondable true lease guaranteed by an investment-grade technology company.

How was the $330.8 million Northern California property acquisition financed?

The Trust financed the transaction primarily with a $309,980,618 senior zero net cash flow credit tenant lease facility bearing a 6.54% fixed coupon. The remaining capitalization came from the Company’s $33,088,000 loan and approximately $6,538,805 of common equity contributed by Bluerock Asset Management.

What guaranty obligations and fees does BHM have under the Senior A-1 Note structure?

Bluerock Homes Trust provided a non-recourse carveout guaranty and a hazardous materials indemnity on the $309,980,618 Senior A‑1 Note. In return, it earns a $125,000 annual guarantor fee for each year the guaranty is in effect, up to an aggregate $625,000.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 09/02/2026 - 04:09 PM EDT Accepted by SEC EDGAR 09/02/2026 - 04:08 PM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents