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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): April 1, 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 |
Annual Long-Term Equity
Incentive Grants to Certain Employees of Manager
On
April 1, 2026, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”) issued
an aggregate of 108,699 long-term incentive plan units (“LTIP Units”) in the
Company’s operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”),
pursuant to the Company’s Amended and Restated Equity Incentive Plan for Individuals (the
“Individuals Plan”), allocated among certain of the executive management team of the
Company’s manager, Bluerock Homes Manager, LLC (the “Manager”) and certain personnel who provide other services to the
Manager, as an annual long-term equity incentive grant for services
provided in such capacities for the fiscal year ended December 31, 2025 (together, the “Annual LTIP Grant”). The LTIP
Units issued in connection with the Annual LTIP Grant are evidenced by LTIP Unit Vesting Agreements.
Also
on April 1, 2026, the Company issued an aggregate of 84,055 shares
of the Company’s Class A common stock (“Class A Common Stock”) as
restricted stock grants (“RSGs”) pursuant to the Individuals
Plan, allocated among certain personnel who provide other services to the Manager, as an annual
long-term equity incentive grant for services provided in such capacities for the fiscal
year ended December 31, 2025 (together, the “Annual RSG Grant”). The shares of
Class A Common Stock issued in connection with the Annual RSG Grant are evidenced by Restricted
Stock Vesting Agreements.
The
issuances of LTIP Units as the Annual LTIP Grant and Class A Common Stock as the Annual RSG
Grant were made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation
D thereunder for transactions not involving any public offering. No general solicitation or advertising occurred in connection with the
issuance and sale of these securities. Such LTIP Units and shares of Class A Common Stock
will vest ratably on an annual basis over a three-year period from April 1, 2026. Once vested, the
LTIP Units may convert to limited partnership interests of 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 Company’s option and after a one
year holding period (including any period during which the LTIP Units were held), settled in shares of Class A Common Stock on
a one-for-one basis. From the date of grant, the holders will be entitled to receive distributions with respect to such LTIP
Units, and distributions with respect to such shares of Class A Common Stock, in each case whether or not vested, 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: April 3, 2026 |
By: |
/s/ Christopher J. Vohs |
| |
|
Christopher J. Vohs |
| |
|
Chief Financial Officer and Treasurer |
