Bluerock Homes Trust (BHM) issues LTIP units and restricted stock as 2025 incentives

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. granted new long-term equity awards tied to 2025 performance. On April 1, 2026, the company issued an aggregate of 108,699 long-term incentive plan units (LTIP Units) in its operating partnership and 84,055 shares of Class A common stock as restricted stock grants.

The awards were allocated among certain members of the manager’s executive team and other personnel as annual long-term equity incentive grants under the Amended and Restated Equity Incentive Plan for Individuals. Both the LTIP Units and restricted shares vest ratably over three years from April 1, 2026.

Once vested and upon capital account equivalency, LTIP Units may convert into operating partnership units, which can be redeemed for cash or, at the company’s option after a one-year holding period, settled in Class A common stock on a one-for-one basis. Holders receive distributions on both LTIP Units and restricted shares from the grant date, whether or not vested.

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

LTIP Units granted: 108,699 LTIP Units Restricted shares granted: 84,055 Class A common shares Vesting period: Three years +1 more

4 metrics

LTIP Units granted 108,699 LTIP Units Annual long-term equity incentive grant for fiscal year 2025

Restricted shares granted 84,055 Class A common shares Annual restricted stock grants tied to 2025 services

Vesting period Three years Awards vest ratably on an annual basis from April 1, 2026

Redemption ratio One-for-one OP Units may be settled in Class A common stock on conversion

Key Terms

long-term incentive plan units, restricted stock grants, operating partnership, Regulation D, +2 more

6 terms

long-term incentive plan units financial

"issued an aggregate of 108,699 long-term incentive plan units (“LTIP Units”)"

restricted stock grants financial

"issued an aggregate of 84,055 shares ... as restricted stock grants (“RSGs”)"

operating partnership financial

"in the Company’s operating partnership, Bluerock Residential Holdings, L.P."

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.

Regulation D regulatory

"in reliance upon exemptions from registration provided by Section 4(a)(2) ... and Regulation D thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

capital account equivalency financial

"upon reaching capital account equivalency with the OP Units held by the Company"

Equity Incentive Plan for Individuals financial

"pursuant to the Company’s Amended and Restated Equity Incentive Plan for Individuals"

Understanding 8-K Material Events →

false 0001903382 0001903382 2026-04-01 2026-04-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

FAQ

What equity incentives did Bluerock Homes Trust (BHM) grant on April 1, 2026?

Bluerock Homes Trust granted 108,699 LTIP Units and 84,055 restricted Class A common shares as annual long-term equity incentives. These awards compensate certain manager executives and personnel for services related to the fiscal year ended December 31, 2025.

Who received the new LTIP Units and restricted stock at Bluerock Homes Trust (BHM)?

The LTIP Units were allocated to certain executive management of the company’s manager and other service personnel. The restricted Class A common stock grants went to certain personnel providing other services to the manager under the company’s Individuals Plan.

How do the Bluerock Homes Trust (BHM) LTIP Units and restricted shares vest?

Both the LTIP Units and restricted Class A common shares vest ratably over three years from April 1, 2026. This means one-third of each award vests each year, aligning compensation with ongoing service and long-term performance.

Can Bluerock Homes Trust (BHM) LTIP Units convert into common stock?

Once vested and after reaching capital account equivalency with operating partnership units, LTIP Units may convert into OP Units. Those OP Units can then be redeemed for cash or, at the company’s option after a one-year holding period, settled in Class A common stock one-for-one.

Do Bluerock Homes Trust (BHM) LTIP Units and restricted shares receive distributions before vesting?

Yes. From the grant date, holders of LTIP Units and restricted Class A common shares are entitled to distributions when paid to Class A common stockholders. This applies whether or not the LTIP Units or shares have vested.

How were the Bluerock Homes Trust (BHM) equity grants issued under securities laws?

The LTIP Units and restricted Class A common stock were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D, as transactions not involving a public offering without general solicitation or advertising.

Filing Exhibits & Attachments

3 documents

Other Documents

• 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