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

Rhea-AI Filing Summary

Ramin Kamfar, Chairman and CEO of Bluerock Homes Trust, Inc. (BHM), received 11,437 long-term incentive plan units ("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 upon issuance and may convert to OP Units upon reaching capital account equivalency, after which they may be redeemed for cash or, at the issuer's option and following a one-year holding period, settled one-for-one into shares of the Issuer's Class A common stock. Following the reported transaction, the Reporting Person beneficially owned 1,186,661 shares (direct).

Positive

• 11,437 LTIP Units issued to the Reporting Person on 08/19/2025
• LTIP Units were fully vested upon issuance, granting immediate economic rights
• Clear conversion path described: LTIP Units may convert to OP Units and then be redeemable for cash or one-for-one Class A shares after conditions are met

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: CEO received fully vested LTIP Units as compensation, convertible to equity under defined conditions.

The issuance documents a compensation-related transfer to the CEO tied to the manager’s fee and reimbursement of salary costs paid by an affiliate. The units are fully vested on grant, meaning the Reporting Person has immediate economic rights subject to conversion mechanics described. Conversion requires capital account equivalency with OP Units and a one-year holding period prior to potential settlement in Class A shares at a one-for-one ratio if the issuer elects cash or equity settlement. This is a standard compensation mechanism aligning management reward with unit economics while preserving conversion conditions.

Securities Analyst

TL;DR: Transaction is a routine, compensation-related issuance of 11,437 LTIP Units to the CEO, fully vested at grant.

The Form 4 discloses a non-derivative compensation issuance rather than an open-market purchase or sale. The Reporting Person’s beneficial ownership after the issuance is reported as 1,186,661 shares direct. The structure—LTIP Units convertible to OP Units and potentially to Class A common stock subject to conditions—creates potential future equity settlement, but the Form 4 contains no immediate cash exercise or sale activity to quantify present dilution or cash impact.

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

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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^*

KAMFAR RAMIN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		11,437		(1)	(1)	Class A Common Stock	11,437	(1)	1,186,661	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 Chief Executive Officer 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did BHM insider Ramin Kamfar receive on 08/19/2025?

He received 11,437 LTIP Units issued as partial satisfaction of the manager's base fee and reimbursement of salary costs.

Are the LTIP Units vested or subject to vesting conditions?

The LTIP Units were fully vested upon issuance, as stated in the filing.

Can the LTIP Units convert into Bluerock Homes Trust (BHM) Class A stock?

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

How many shares did the Reporting Person beneficially own after the transaction?

1,186,661 shares (direct) were reported as beneficially owned following the transaction.

What was the purpose of issuing these LTIP Units?

They were issued in partial satisfaction of the Issuer's Base Management Fee to the Manager and to reimburse an affiliate for a portion of the Reporting Person's salary for the quarter ended June 30, 2025.