[Form 4] Greif, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bluerock Homes Trust, Inc. (NYSE American: BHM) has filed an amended Form 8-K (8-K/A) to provide audited and pro forma financial statements connected to its April 28, 2025 acquisition of Southern Pines Reserve, a 272-unit multifamily community in Aberdeen, NC.

Transaction structure

• Purchase price: $56.6 million.
• Financing: (i) $30.7 million senior mortgage loan at a fixed 5.13% rate maturing 5/1/2035; (ii) $20.0 million draw on KeyBank revolving credit facility; (iii) $2.0 million capitalized acquisition costs, including $1.4 million related-party fee.

Property performance (stand-alone)

• Year ended 12/31/24 rental revenue: $4.922 million; operating expenses: $1.566 million; revenue in excess of certain expenses: $3.356 million.
• Unaudited Q1-25 rental revenue: $1.211 million; operating expenses: $0.400 million; excess: $0.811 million.
• Fire on 2/8/25 destroyed eight units, reducing unit count from 280 to 272; purchase price and pro forma data adjusted accordingly.

Pro forma impact on BHM

• Balance sheet (3/31/25): Total assets rise by $49.6 million to $1.014 billion; net real estate investments grow to $734.6 million. Debt increases by $49.6 million (mortgages + credit facility).
• Q1-25 operations: Rental revenue up $1.19 million to $17.10 million; depreciation, interest and fees add costs, resulting in incremental net loss attributable to common stockholders of $0.07 million (loss widens to $(2.60) million).
• FY-24 operations: Rental revenue up $4.78 million; net loss attributable to common stockholders deepens by $0.86 million to $(5.09) million.

Key considerations for investors

• The acquisition expands BHM’s multifamily footprint and is expected to be immediately revenue-accretive but not yet earnings-accretive due to higher depreciation and financing costs.
• Fixed-rate mortgage provides interest-rate visibility, while near-term credit-facility borrowing introduces refinancing risk after one year.
• Loss of eight units highlights property-specific risk, but purchase price was adjusted and insurance outcomes are not disclosed.
• Related-party acquisition and asset-management fees create potential governance and cost scrutiny.

Positive

• Portfolio expansion: Adds 272-unit asset, increasing net real estate investments by $57.6 million.
• Revenue accretion: Pro forma rental income rises by $1.19 million for Q1-25 and $4.78 million for FY-24.
• Fixed-rate financing: 5.13% senior mortgage through 2035 limits interest-rate exposure.

Negative

• Incremental net losses: Pro forma results show additional losses of $70 k (Q1-25) and $857 k (FY-24) to common shareholders.
• Higher leverage: Debt increases by $49.6 million, including a revolver that matures in one year.
• Unit loss from fire: Eight units destroyed prior to closing, highlighting operational risk.
• Related-party fees: $1.4 million acquisition fee and ongoing asset-management fees payable to an affiliate.

Insights

REIT Equity Analyst

TL;DR – Acquisition adds $57 m real estate and $1.2 m quarterly rent but modestly widens losses; leverage and related-party fees rise.

From a REIT valuation standpoint, Southern Pines Reserve increases BHM’s gross real-estate portfolio by roughly 8%. The deal is largely debt-funded, lifting total liabilities to $414 m and raising the company’s mortgage/cash flow leverage. Although the property’s operating margin exceeds 65%, incremental depreciation and 5.13% fixed-rate interest generate only a small negative swing ($70 k) to Q1 EPS, implying limited dilution. Importantly, the senior loan’s long tenor mitigates rate-reset risk, but the $20 m KeyBank revolver must be repaid within 12 months, introducing short-term liquidity pressure. The fire-related unit loss is modest, yet signals operational risk. Overall, the filing is moderately positive strategically (portfolio growth, stable cash yield) but financially neutral to slightly negative near term due to higher leverage and earnings dilution.

Corporate Governance & Risk Specialist

TL;DR – Related-party fees and one-year revolver raise governance and refinancing risk; disclosure is adequate.

The amended 8-K properly supplies Rule 3-14 financials. However, governance red flags emerge: $1.4 m of the $2.0 m acquisition costs and ongoing 0.20% asset-management fee flow to BR Churchill Downs DST Manager, a related party outside BHM’s control. Investors should monitor fee levels versus peer benchmarks. In addition, the KeyBank facility must be substantially paid down within one year, requiring either asset-level cash flow, refinancing, or equity issuance—heightening short-term liquidity risk. No going-concern issues are cited, and auditor Plante Moran issued an unqualified opinion on the target statements. Overall impact is mixed; enhanced disclosure mitigates some risk, but governance and leverage concerns keep the filing neutral.

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^*

MCNAMARA JOHN W

(Last) (First) (Middle)

425 WINTER ROAD

(Street)

DELAWARE OH 43015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GREIF, INC [ GEF, GEF-B ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2017

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
Class B Common Stock	07/21/2017		G		25,100	A	$0	188,351	I	See footnote(1)
Class B Common Stock								3,000	D
Class B Common Stock								70,590	I	See footnote.(2)
Class A Common Stock								40,038	D

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

Explanation of Responses:

1. The shares are held in a family trust of which the Reporting Person is the trustee. Includes a correction of 7,700 additional shares with respect to shares beneficially owned by one of the family trusts.

2. The shares are held in a voting trust of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of those shares in the voting trust in which the Reporting Person does not have a pecuniary interest.

	John W. McNamara by L. Dennis Hoffman, Jr. pursuant to a POA filed with the Commission.	07/01/2025
	** 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.
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.

FAQ

What asset did Bluerock Homes Trust (BHM) acquire?

BHM acquired Southern Pines Reserve, a 272-unit multifamily community in Aberdeen, North Carolina, for $56.6 million.

How was the Southern Pines Reserve acquisition financed?

Financing included a $30.7 million fixed-rate senior loan (5.13% through 2035) and $20 million drawn on BHM’s KeyBank revolving credit facility.

What is the pro forma impact on BHM’s Q1 2025 revenue?

Rental and other property revenues increase by $1.19 million, reaching $17.10 million on a pro forma basis.

Did the acquisition improve earnings per share?

No. Pro forma net loss per diluted share widens from $(0.67) to $(0.69) for Q1 2025 due to higher depreciation and interest.

Why was the unit count adjusted from 280 to 272?

A fire on February 8, 2025 destroyed eight units; the purchase price and financial statements were adjusted to reflect 272 remaining units.

Are there related-party transactions involved?

Yes. A $1.4 million acquisition fee and 0.20% annual asset-management fee are payable to BR Churchill Downs DST Manager, LLC, a related party.