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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
7, 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 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
As previously disclosed in
the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc.,
a Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (the “Original
Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the
“Operating Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the
“Manager”), pursuant to which the Manager administers the business activities and day-to-day operations of the Company. As
previously disclosed in the Form 8-K filed with the SEC on January 12, 2023, on January 10, 2023, the Company, the Operating Partnership
and the Manager entered into an Amendment to the Original Management Agreement (the “First Amendment”), and as previously
disclosed in the Form 8-K filed with the SEC on March 6, 2025, on February 28, 2025, the Company, the Operating Partnership and the Manager
entered into a Second Amendment to the Original Management Agreement (the “Second Amendment,” and together with the Original
Management Agreement and the First Amendment, the “Management Agreement”).
On August
7, 2026, the board of directors of the Company (the “Board”), including its independent directors, approved the further
amendment of the Management Agreement pursuant to that certain Third Amendment to Management Agreement dated August
7, 2026 (the “Third Amendment”). Pursuant to the Third Amendment, the definition of “Investment Transaction”
as set forth in Section 1(a) of the Agreement specifies that for purposes of the Investment Guidelines, an Investment Transaction shall
include a Financing Transaction.
The Board, including its
independent directors, authorized and approved the entry by the Company into the Third Amendment and found the terms of the Third Amendment
to be fair, competitive and commercially reasonable and no less favorable to the Company than similar agreements between unaffiliated
parties under the same circumstances. Except as amended by the Third Amendment, the terms of the Management Agreement are identical to
those of the Management Agreement previously in effect.
The foregoing description
of the Third Amendment is a summary and is qualified in its entirety by the terms of the Second Amendment, a copy of which is filed as
Exhibit No. 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit No. |
Description |
| |
|
| 10.1 |
Third Amendment to Management Agreement, dated August 7, 2026, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P. |
| |
|
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL). |
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: August 10, 2026 |
By: |
/s/ Christopher J. Vohs |
| |
|
Christopher J. Vohs |
| |
|
Chief Financial Officer and Treasurer |
