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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): February 18, 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 December 31, 2025 (“Q4
2025”) as provided by the Manager, authorized and approved payment of a portion of the quarterly installment of the Base Management
Fee for Q4 2025 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 “Q4 Base Management Fee C-LTIP Units”), with the remainder of
the Base Management Fee for Q4 2025 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, 2024, 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 2025 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 Q4 2025, each
of the Manager and BREH directed the Company that (a) a portion of the Q4 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 Q4 2025 for services provided to the Manager in his capacity
as Chief Executive Officer thereof, and (b) a portion of the Q4 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 Q4 2025 for services provided to the Manager in his capacity as President
thereof (such directive by the Manager and BREH, the “Q4 Directive”). The Board, including its independent directors, authorized
and approved such issuances in keeping with the Q4 Directive.
On February 18, 2026 (the
“Issuance Date”), the Manager calculated, as set forth in the Management Agreement, that an aggregate of 22,252 Q4 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 Q4 Directive,
the Company caused the Operating Partnership to issue (i) 15,894 of the Q4 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 Q4 2025 for services provided
to the Manager in his capacity as Chief Executive Officer thereof, and (ii) 6,358 of the Q4 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 Q4 2025 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 Q4 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 Q4 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 Q4 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 Q4 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.
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BLUEROCK HOMES TRUST, INC. |
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| Date: February 20, 2026 |
By: |
/s/ Christopher J. Vohs |
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Christopher J. Vohs |
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Chief Financial Officer and Treasurer |
