Bluerock Homes Trust (BHM) CIO receives 9,511 LTIP incentive units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. Chief Investment Officer Ryan S. MacDonald received a grant of 9,511 LTIP Units in Bluerock Residential Holdings, LP on April 1, 2026 as part of his annual equity incentive compensation.

The LTIP Units will vest in equal installments over a three-year period starting April 1, 2026. Once vested and after achieving capital account equivalency, they may convert into OP Units and can then be redeemed for cash or, at the issuer’s option after a one-year holding period, settled in shares of Class A common stock on a one-for-one basis. Following this grant, MacDonald directly holds 116,492 LTIP Units and is entitled to distribution equivalents on these units, whether or not vested.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MacDonald Ryan S

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	9,511	$0.00	--

Holdings After Transaction: LTIP Units — 116,492 shares (Direct)

Footnotes (1)

Represents long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. The LTIP Units were issued at the direction of Bluerock Homes Manager, LLC (the "Manager"), in satisfaction of the Manager's reimbursement obligation to its affiliate, Bluerock Real Estate Holdings, LLC ("BREH") for the portion of the annual equity incentive award payable by BREH to the Reporting Person for services provided to the Manager in the Reporting Person's capacity as Chief Investment Officer thereof. Such LTIP Units will vest ratably on an annual basis over a three-year period from April 01, 2026. Once vested, these 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 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. The Reporting Person will be entitled to receive "distribution equivalents" with respect to such LTIP Units, whether or not vested, at the same time as distributions are paid to the holders of the Issuer's Class A common stock.

Key Figures

LTIP Units granted: 9,511 LTIP Units Total LTIP Units after grant: 116,492 LTIP Units Vesting period: 3 years +2 more

5 metrics

LTIP Units granted 9,511 LTIP Units Grant dated April 1, 2026 as equity incentive award

Total LTIP Units after grant 116,492 LTIP Units Direct holdings following reported transaction

Vesting period 3 years LTIP Units vest ratably over three years from April 1, 2026

Holding period before stock settlement 1 year Required holding period before potential Class A stock settlement

Conversion ratio to Class A stock 1-for-1 OP Units may be settled in Class A common stock on a one-for-one basis

Key Terms

LTIP Units, Operating Partnership, limited partnership interests, OP Units, +1 more

5 terms

LTIP Units financial

"Represents long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP"

LTIP units are awards given to executives and employees as part of a long-term incentive plan; they act like deferred bonuses that convert into company shares or cash only if the business meets set performance or time requirements. Investors care because LTIP units tie management pay to future results, can increase the number of outstanding shares (dilution) when they vest, and create ongoing compensation expense that can affect earnings and shareholder value.

Operating Partnership financial

"in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner"

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.

limited partnership interests financial

"may convert to limited partnership interests of the Operating Partnership ("OP Units")"

An ownership stake in a limited partnership gives an investor the role of a limited partner who provides capital but does not run day-to-day operations; a separate general partner manages the business. It matters because limited partners share profits, losses, and tax benefits but generally cannot lose more than they invested and have little control or liquidity—think of it like quietly funding a small business while someone else manages it, with potential return and risk tied to the venture’s performance.

OP Units financial

"may convert to limited partnership interests of the Operating Partnership ("OP Units") upon reaching capital account equivalency"

OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.

distribution equivalents financial

"The Reporting Person will be entitled to receive "distribution equivalents" with respect to such LTIP Units"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 03:02 PM

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
Estimated average burden
hours per response:			0.5

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^*

MacDonald Ryan S

(Last)

(First)

(Middle)

919 THIRD AVENUE

40TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	Chief Investment Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP Units	⁽¹⁾⁽²⁾	04/01/2026		A		9,511		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	9,511	⁽¹⁾⁽²⁾	116,492	D

Explanation of Responses:

1. Represents long-term incentive plan units ("LTIP Units") in Bluerock Residential Holdings, LP (the "Operating Partnership"), of which the Issuer is the general partner. The LTIP Units were issued at the direction of Bluerock Homes Manager, LLC (the "Manager"), in satisfaction of the Manager's reimbursement obligation to its affiliate, Bluerock Real Estate Holdings, LLC ("BREH") for the portion of the annual equity incentive award payable by BREH to the Reporting Person for services provided to the Manager in the Reporting Person's capacity as Chief Investment Officer thereof. Such LTIP Units will vest ratably on an annual basis over a three-year period from April 01, 2026.

2. Once vested, these 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 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. The Reporting Person will be entitled to receive "distribution equivalents" with respect to such LTIP Units, whether or not vested, at the same time as distributions are paid to the holders of the Issuer's Class A common stock.

	/s/ Christopher J. Vohs, Attorney-In-Fact	04/03/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BHM Chief Investment Officer Ryan S. MacDonald report?

Ryan S. MacDonald reported receiving 9,511 LTIP Units as an equity incentive award. These units were issued through the Bluerock Residential Holdings, LP operating partnership, reflecting compensation for services as Chief Investment Officer to the manager rather than an open-market stock purchase or sale.

How many LTIP Units does BHM executive Ryan S. MacDonald hold after this Form 4?

After the grant, Ryan S. MacDonald directly holds 116,492 LTIP Units. This total includes the newly awarded 9,511 LTIP Units, which are part of his long-term incentive compensation structure linked to Bluerock Residential Holdings, LP, the operating partnership of Bluerock Homes Trust.

How do Ryan S. MacDonald’s BHM LTIP Units vest and over what period?

The 9,511 LTIP Units granted to Ryan S. MacDonald vest ratably over three years. Vesting begins April 1, 2026, with equal annual installments, aligning his long-term compensation with ongoing service and performance as Chief Investment Officer to the manager entity.

Can BHM LTIP Units reported by Ryan S. MacDonald convert into common stock?

Once vested and after achieving capital account equivalency, the LTIP Units may convert into OP Units. Those OP Units can be redeemed for cash or, at the issuer’s option after a one-year holding period, settled in Class A common stock on a one-for-one share basis.

Do the LTIP Units granted to BHM’s CIO pay distributions before vesting?

Yes. Ryan S. MacDonald is entitled to receive distribution equivalents on the LTIP Units, whether or not they are vested. These are paid at the same time distributions are made to holders of Bluerock Homes Trust’s Class A common stock, aligning incentive rights with common shareholder distributions.