[Form 4] Bluerock Homes Trust, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ruddy Jordan B., President and Director of Bluerock Homes Trust, Inc. (BHM), reported an issuance of 4,575 LTIP Units on 08/19/2025. The LTIP Units were issued in partial satisfaction of the issuer's Base Management Fee to Bluerock Homes Manager, LLC and to reimburse Bluerock Real Estate Holdings, LLC for a portion of the Reporting Person's salary for the quarter ended June 30, 2025. The LTIP Units were fully vested on issuance and may convert to OP Units when they reach capital account equivalency with existing OP Units; once converted they may be redeemed for cash or, at the issuer's option after a one-year holding period, settled one-for-one in the issuer's Class A common stock. Following the reported transaction, the Reporting Person beneficially owned 193,913 shares of Class A common stock. The Form was signed by an attorney-in-fact on 08/20/2025.

Positive

• LTIP Units were fully vested upon issuance, providing immediate compensation value to the Reporting Person
• Clear disclosure of the LTIP Units' purpose: partial satisfaction of Base Management Fee and salary reimbursement

Negative

• Potential future dilution if LTIP Units convert and are settled in Class A common stock after conversion and holding period
• Immediate vesting may reduce retention incentives and accelerates the insider's economic benefit

Insights

Financial Analyst

TL;DR: Insider received 4,575 LTIP Units as compensation; fully vested and convertible into Class A stock under specified conditions.

The issuance represents non-cash, equity-linked compensation replacing a portion of management fees and salary reimbursement for Q2 2025. Because the LTIP Units are fully vested on grant and carry conversion and redemption mechanics that can result in Class A shares after conversion and a holding period, there is potential future dilution if settled in stock. The reported post-transaction beneficial ownership of 193,913 Class A shares quantifies the insider's current stake; however, the filing does not disclose the company’s total share count, so the percentage ownership impact cannot be determined from this document alone. This is a routine management-compensation transaction rather than a market-moving disclosure.

Corporate Governance Expert

TL;DR: Compensation issued as LTIP Units aligns pay with manager performance but carries conversion terms that may create future equity issuance.

The LTIP Units were issued to satisfy fee and reimbursement obligations and were fully vested at grant, which is notable for governance because immediate vesting reduces retention incentives and accelerates potential dilution pathways. Conversion requires capital account equivalency and may be followed by a one-year holding period before settlement in Class A shares at a one-for-one ratio if chosen by the issuer. The filing clearly discloses the purpose and mechanics of the award, but does not include board approval details or comparator metrics. Overall, this is a governance-level disclosure of routine compensatory equity rather than an extraordinary transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ruddy Jordan B.

(Last) (First) (Middle)

919 THIRD AVENUE

40TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bluerock Homes Trust, Inc. [ BHM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)	08/19/2025		A		4,575		(1)	(1)	Class A Common Stock	4,575	(1)	193,913	D(1)

Explanation of Responses:

1. Represents long-term incentive plan units ("LTIP Units") issued in partial satisfaction of the Issuer's Base Management Fee obligation to Bluerock Homes Manager, LLC (the "Manager") for the second quarter of 2025 and in satisfaction of the Manager's reimbursement obligation to its affiliate, Bluerock Real Estate Holdings, LLC ("BREH"), for a portion of the salary payable by BREH to the Reporting Person for the quarter ending June 30, 2025 for services provided to the Manager in the Reporting Person's capacity as President thereof. These LTIP Units were fully vested upon issuance, and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Issuer, and may then be redeemed for cash or, at the option of the Issuer and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Issuer's Class A common stock on a one-for-one basis.

	/s/ Christopher J. Vohs, Attorney-in-fact	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Ruddy Jordan B. report on Form 4 for BHM?

The filing reports the issuance of 4,575 LTIP Units on 08/19/2025 and a post-transaction beneficial ownership of 193,913 Class A shares.

What are the LTIP Units issued to the Reporting Person?

The LTIP Units are long-term incentive plan units issued to satisfy the issuer's Base Management Fee and to reimburse an affiliate for a portion of the Reporting Person's salary; they were fully vested upon issuance.

Can the LTIP Units convert into BHM Class A common stock?

Yes. LTIP Units may convert to OP Units upon capital account equivalency and may then be redeemed for cash or, at the issuer's option after a one-year holding period, settled one-for-one in Class A common stock.

When was the transaction reported and when was the form signed?

The transaction date is 08/19/2025 and the Form 4 was signed by an attorney-in-fact on 08/20/2025.

Does the filing disclose the percentage ownership of the Reporting Person?

No. The filing discloses beneficial ownership of 193,913 shares but does not provide the issuer's total outstanding shares, so percentage ownership is not stated.