STOCK TITAN

Bluerock Homes Trust (BHM) revises management agreement to include financing transactions

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. entered into a Third Amendment to its Management Agreement with Bluerock Homes Manager, LLC and Bluerock Residential Holdings, L.P., approved on August 7, 2026 by the board of directors, including the independent directors. The amendment revises the definition of “Investment Transaction” so that, for purposes of the company’s Investment Guidelines, an Investment Transaction expressly includes a Financing Transaction. The board, including the independent directors, authorized and approved the company’s entry into the Third Amendment and concluded that its terms are fair, competitive and commercially reasonable and no less favorable to the company than similar agreements between unaffiliated parties under the same circumstances. Other than this definitional change, the Management Agreement remains unchanged from its prior form.

Positive

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Negative

  • None.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Third Amendment date August 7, 2026 Date of the Third Amendment to the Management Agreement approved by the board
Commission File Number 001-41322 Bluerock Homes Trust’s Commission File Number under the Exchange Act
Class A Common Stock par value $0.01 per share Par value of Bluerock Homes Trust’s Class A Common Stock listed on NYSE American
Management Agreement financial
"the Company entered into a Management Agreement with its operating partnership"
A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.
Investment Guidelines financial
"for purposes of the Investment Guidelines, an Investment Transaction shall include"
Investment Transaction financial
"the definition of “Investment Transaction” as set forth in Section 1(a)"
Financing Transaction financial
"an Investment Transaction shall include a Financing Transaction"
independent directors financial
"the Board, including its independent directors, authorized and approved"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

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

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FAQ

What did Bluerock Homes Trust (BHM) change in its Management Agreement?

Bluerock Homes Trust approved a Third Amendment to its Management Agreement, revising the definition of “Investment Transaction” so that, under the Investment Guidelines, it now expressly includes a Financing Transaction as an Investment Transaction.

When did Bluerock Homes Trust (BHM) approve the Third Amendment to the Management Agreement?

The board of Bluerock Homes Trust, including its independent directors, approved the Third Amendment to the Management Agreement on August 7, 2026, and the amendment is dated as of that same date in the exhibit.

Who are the parties to Bluerock Homes Trust’s amended Management Agreement?

The Management Agreement, as amended, is among Bluerock Homes Trust, Inc., its operating partnership Bluerock Residential Holdings, L.P., and its external manager Bluerock Homes Manager, LLC, which administers the company’s business activities and day-to-day operations.

How did Bluerock Homes Trust’s board assess the Third Amendment’s terms?

The board, including independent directors, concluded the Third Amendment’s terms are fair, competitive and commercially reasonable and no less favorable to the company than similar agreements between unaffiliated parties under the same circumstances.

Does the Third Amendment change other terms of Bluerock Homes Trust’s Management Agreement?

Aside from clarifying that an Investment Transaction includes a Financing Transaction for Investment Guidelines purposes, all other terms of the Management Agreement remain identical to those previously in effect for Bluerock Homes Trust.
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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

  

 

 

 

Filing Exhibits & Attachments

4 documents