Bluerock Homes Trust (BHM) shifts Q2 2026 management fee and salaries into C-LTIP units

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. describes how it paid part of its second-quarter 2026 base management fee in equity-linked units rather than entirely in cash under its existing Management Agreement. For Q2 2026, the board approved paying $210,000 of the quarterly Base Management Fee in long-term incentive plan units of its operating partnership, called C-LTIP Units, with the balance paid in cash.

On August 13, 2026, an aggregate of 24,649 C-LTIP Units were issued as this equity portion. Pursuant to prior salary elections by the Manager’s leadership and a directive from the Manager and its affiliate, the operating partnership issued 17,606 C-LTIP Units valued at $150,000 directly to Chief Executive Officer R. Ramin Kamfar and 7,043 C-LTIP Units valued at $60,000 directly to President Jordan Ruddy, in each case in satisfaction of the Manager’s reimbursement obligation for 80.0% of their respective Q2 2026 base salaries. The issuances were fully vested, made in reliance on Section 4(a)(2) and Regulation D, and the units may ultimately be redeemed for cash or, at the Company’s option after a one-year holding period, settled in Class A common stock.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Base Management Fee paid in C-LTIP Units: $210,000 Total Q2 Base Management Fee C-LTIP Units: 24,649 units C-LTIP Units to CEO: 17,606 units +5 more

8 metrics

Base Management Fee paid in C-LTIP Units $210,000 Portion of Q2 2026 quarterly Base Management Fee elected to be paid in C-LTIP Units

Total Q2 Base Management Fee C-LTIP Units 24,649 units Aggregate Q2 2026 Base Management Fee C-LTIP Units issuable as of August 13, 2026

C-LTIP Units to CEO 17,606 units Q2 2026 Base Management Fee C-LTIP Units issued to R. Ramin Kamfar valued at $150,000

Value of CEO C-LTIP grant $150,000 Portion of Q2 2026 salary-related reimbursement to BREH for 80.0% of CEO base salary

C-LTIP Units to President 7,043 units Q2 2026 Base Management Fee C-LTIP Units issued to Jordan Ruddy valued at $60,000

Value of President C-LTIP grant $60,000 Portion of Q2 2026 salary-related reimbursement to BREH for 80.0% of President base salary

Salary portion satisfied in units 80.0% Percentage of Q2 2026 base salary for each of CEO and President satisfied through C-LTIP Units

Holding period before stock settlement one year Minimum holding period before redeemed OP Units may be settled in Class A common stock

Key Terms

Base Management Fee, C-LTIP Units, Operating Partnership, accredited investor, +2 more

6 terms

Base Management Fee financial

"The Management Agreement provides for the quarterly payment of a base management fee"

C-LTIP Units financial

"payment of all or any portion thereof in long-term incentive plan units of the Operating Partnership"

Operating Partnership financial

"its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership"

An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.

accredited investor regulatory

"an “accredited investor” as defined in Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

distribution equivalents financial

"will be entitled to receive “distribution equivalents” with respect to their respective Q2 Base Management Fee C-LTIP Units"

Section 4(a)(2) regulatory

"in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

What compensation change did Bluerock Homes Trust (BHM) report for Q2 2026?

Bluerock Homes Trust reported that $210,000 of its Q2 2026 Base Management Fee was paid in C-LTIP Units instead of entirely in cash, with the remainder of the fee continuing to be paid in cash under its Management Agreement.

How many C-LTIP Units did BHM issue for the Q2 2026 base management fee?

For Q2 2026, the Manager calculated that 24,649 C-LTIP Units were issuable as part of the Base Management Fee. These units were issued on August 13, 2026 in partial satisfaction of the quarterly fee obligation owed to the external Manager.

What did BHM disclose about compensation for the Manager’s CEO and President in 2026?

The filing states that R. Ramin Kamfar and Jordan Ruddy elected to receive portions of their 2026 base salaries in C-LTIP Units. For Q2 2026, 80.0% of each executive’s base salary was effectively satisfied through these units instead of cash.

How many C-LTIP Units did BHM issue to the Manager’s CEO and President?

The operating partnership issued 17,606 C-LTIP Units valued at $150,000 to CEO R. Ramin Kamfar and 7,043 C-LTIP Units valued at $60,000 to President Jordan Ruddy, in each case tied to 80.0% of their Q2 2026 base salaries.

Can the Q2 2026 C-LTIP Units issued by BHM convert into common stock?

Yes. The Q2 Base Management Fee C-LTIP Units may convert into operating partnership units once capital account equivalency is reached and can then be redeemed for cash or, at the Company’s option after a one-year holding period, settled in Class A common stock.

Under what securities law exemptions were BHM’s Q2 2026 C-LTIP Units issued?

The company states that the C-LTIP Units were issued in reliance on Section 4(a)(2) of the Securities Act of 1933 and Regulation D. The recipients, Messrs. Kamfar and Ruddy, are described as having substantive, pre-existing relationships and being accredited investors.

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Available on EDGAR 08/14/2026 - 01:56 PM Accepted by SEC EDGAR 08/14/2026 - 01:55 PM Learn about SEC filing dates

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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 13, 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

Securities for Services

Base Management Fee

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 (as amended by that certain Amendment to Management Agreement dated January 10, 2023 and that certain Second Amendment to Management Agreement dated February 28, 2025, the “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. The Management Agreement provides for the quarterly payment of a base management fee to the Manager (the “Base Management Fee”) to compensate the Manager for advisory services and certain general management services rendered thereunder, the calculation of which is reviewed by the Company’s board of directors (the “Board”), and which is payable in cash, except as may otherwise be specified by written agreement of the Company and the Manager with respect to payment of all or any portion thereof in long-term incentive plan units of the Operating Partnership (“C-LTIP Units”), at the election of the Board.

The Board, including its independent directors, having reviewed the calculation of the Base Management Fee for the three months ended June 30, 2026 (“Q2 2026”) as provided by the Manager, authorized and approved payment of a portion of the quarterly installment of the Base Management Fee for Q2 2026 in C-LTIP Units, in a number of C-LTIP Units equal to (i) the dollar amount of the portion of the quarterly installment of the Base Management Fee payable in such C-LTIP Units (calculated by the Manager as $210,000), divided by (ii) the average of the closing prices of the Company’s Class A common stock, $0.01 par value per share (the “Class A Common Stock”), on the NYSE American on the five business days prior to the date of issuance (the “Q2 Base Management Fee C-LTIP Units”), with the remainder of the Base Management Fee for Q2 2026 payable in cash.

As permitted under the Management Agreement, by mutual agreement of the Manager and its affiliate, Bluerock Real Estate Holdings, LLC (“BREH”), the executive management team of the Manager is employed and compensated by BREH, and payroll-related expenses incurred by BREH in connection therewith are reimbursed by the Manager to BREH. On December 31, 2025, in order to reduce the Manager’s cash expenditures and further align the respective interests of each of (i) R. Ramin Kamfar (“Mr. Kamfar”), in his capacity as Chief Executive Officer of the Manager, and (ii) Jordan Ruddy (“Mr. Ruddy”), in his capacity as President of the Manager, with those of the Company’s stockholders, each of Mr. Kamfar and Mr. Ruddy formally elected and agreed to receive a portion of their respective base salaries payable by BREH for services provided to the Manager for fiscal year 2026 in the form of C-LTIP Units rather than in cash, with the remainder payable by BREH in cash (the “Salary Elections”). By mutual written agreement of the Manager and the Company, in keeping with the Salary Elections and in partial satisfaction of the Company’s Base Management Fee obligation to the Manager for Q2 2026, each of the Manager and BREH directed the Company that (a) a portion of the Q2 Base Management Fee C-LTIP Units, valued at $150,000, should instead be issued directly to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Kamfar’s base salary for Q2 2026 for services provided to the Manager in his capacity as Chief Executive Officer thereof, and (b) a portion of the Q2 Base Management Fee C-LTIP Units, valued at $60,000, should instead be issued directly to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Ruddy’s base salary for Q2 2026 for services provided to the Manager in his capacity as President thereof (such directive by the Manager and BREH, the “Q2 Directive”). The Board, including its independent directors, authorized and approved such issuances in keeping with the Q2 Directive.

On August 13, 2026 (the “Issuance Date”), the Manager calculated, as set forth in the Management Agreement, that an aggregate of 24,649 Q2 Base Management Fee C-LTIP Units would be issuable to the Manager in partial payment of the Base Management Fee, and in keeping with the Q2 Directive, the Company caused the Operating Partnership to issue (i) 17,606 of the Q2 Base Management Fee C-LTIP Units to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for 80.0% of Mr. Kamfar’s base salary for Q2 2026 for services provided to the Manager in his capacity as Chief Executive Officer thereof, and (ii) 7,043 of the Q2 Base Management Fee C-LTIP Units to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for 80.0% of Mr. Ruddy’s base salary for Q2 2026 for services provided to the Manager in his capacity as President thereof.

The Board, including its independent directors, authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q2 Base Management Fee C-LTIP Units to Messrs. Kamfar and Ruddy in the respective amounts set forth above in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of Messrs. Kamfar and Ruddy has a substantive, pre-existing relationship with the Company and is an “accredited investor” as defined in Regulation D.

The Q2 Base Management Fee C-LTIP Units were fully vested upon issuance, and may convert to units of limited partnership interest in the Operating Partnership (“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 Q2 Base Management Fee C-LTIP Units were held), settled in shares of the Company’s Class A Common Stock. Each of Messrs. Kamfar and Ruddy will be entitled to receive “distribution equivalents” with respect to their respective Q2 Base Management Fee C-LTIP Units 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: August 14, 2026	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB