Bluerock Homes Trust, Inc. (0001903382) (Filer)
SEC · EDGAR 财务披露 · October 6, 2026 at 1:29 PM ET
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): September 30, 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 filing is intended to simultaneously satisfy the filing obligations 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 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
Disposition of Peak JV 2 Units
Prior to 2026, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), acquired single-family residential units located in Texas known as the Peak JV 2 portfolio. The Company holds a full ownership interest in the Peak JV 2 portfolio.
On September 30, 2026, the Company completed the disposition of its interest in 75 single-family units located in Lubbock, Texas (“Lubbock-75”) held within the Peak JV 2 portfolio. The sale of Lubbock-75 was made to an unaffiliated third party at a sales price of approximately $8.0 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, with net proceeds to the Company of approximately $7.3 million.
| ITEM 9.01 | FINANCIAL STATEMENTS |
| (a) | Pro Forma Financial Information Bluerock Homes Trust, Inc. Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026 (unaudited) Notes to Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026 (unaudited) Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the six months ended June 30, 2026 (unaudited) Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the six months ended June 30, 2026 (unaudited) Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited) Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited) |
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the long-term performance of the Company’s portfolio are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions, and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2026 and its other filings with the SEC.
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INFORMATION
The following unaudited pro forma condensed consolidated financial statements of Bluerock Homes Trust, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” “our” or “us”) should be read in conjunction with our historical audited consolidated financial statements as of and for the year ended December 31, 2025, and as of and for the six months ended June 30, 2026 (unaudited), and the related notes thereto.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026, and the unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2026 and the year ended December 31, 2025, have been prepared to provide pro forma financial information with regard to the Company’s disposition of Lubbock-75, which the Company consolidated, and includes pro forma information for the transaction described below. The unaudited pro forma financial information gives effect to:
| (1) | The Company’s disposition of its interests in Lubbock-75 to an unaffiliated third party on September 30, 2026. The pro forma financial information presented herein does not give effect to the subsequent reinvestment of the net proceeds from such disposition. |
The pro forma condensed consolidated balance sheet as of June 30, 2026 assumes that the disposition of Lubbock-75 referred to above occurred on June 30, 2026.
The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the six months ended June 30, 2026 assumes that the disposition of Lubbock-75 referred to above occurred on January 1, 2026.
The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025 assumes that the disposition of Lubbock-75 referred to above occurred on January 1, 2025.
Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.
These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only. In management’s opinion, all material adjustments necessary to reflect the effects of the transaction referred to above have been made. Our unaudited pro forma condensed consolidated financial statements are based on assumptions and estimates considered appropriate by the Company’s management. However, they are not necessarily indicative of what our consolidated financial condition or results of operations would have been assuming the transaction referred to above had occurred as of the dates indicated, nor do they purport to represent our consolidated financial position or results of operations for future periods.
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2026
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | ||||||||||||
Bluerock Homes Trust, Inc. Historical (a) | Lubbock-75 Disposition (b) | Pro Forma Total | ||||||||||
| ASSETS | ||||||||||||
| Net real estate investments | ||||||||||||
| Land | $ | 116,033 | $ | (529 | ) | $ | 115,504 | |||||
| Buildings and improvements | 731,777 | (8,332 | ) | 723,445 | ||||||||
| Furniture, fixtures and equipment | 29,766 | (1,025 | ) | 28,741 | ||||||||
| Construction in process | 15,294 | — | 15,294 | |||||||||
| Total gross operating real estate investments | 892,870 | (9,886 | ) | 882,984 | ||||||||
| Accumulated depreciation | (74,495 | ) | 2,089 | (72,406 | ) | |||||||
| Total net operating real estate investments | 818,375 | (7,797 | ) | 810,578 | ||||||||
| Operating real estate held for sale, net | 18,382 | — | 18,382 | |||||||||
| Total net real estate investments | 836,757 | (7,797 | ) | 828,960 | ||||||||
| Cash and cash equivalents | 172,107 | 7,256 | 179,363 | |||||||||
| Restricted cash | 22,679 | (58 | ) | 22,621 | ||||||||
| Investment in unconsolidated real estate fund | 25,805 | — | 25,805 | |||||||||
| Accounts receivable, prepaids and other assets, net | 28,731 | (68 | ) | 28,663 | ||||||||
| Preferred equity investments, net | 55,565 | — | 55,565 | |||||||||
| Other intangible assets, net | 5,221 | — | 5,221 | |||||||||
| Due from affiliates | 610 | — | 610 | |||||||||
| Non-real estate assets associated with operating real estate held for sale | 16 | — | 16 | |||||||||
| TOTAL ASSETS | $ | 1,147,491 | $ | (667 | ) | $ | 1,146,824 | |||||
| LIABILITIES AND EQUITY | ||||||||||||
| Mortgages payable | $ | 421,919 | $ | — | $ | 421,919 | ||||||
| Accounts payable | 1,100 | (3 | ) | 1,097 | ||||||||
| Other accrued liabilities | 21,837 | (160 | ) | 21,677 | ||||||||
| Due to affiliates | 7,341 | — | 7,341 | |||||||||
| Distributions payable | 2,600 | — | 2,600 | |||||||||
| Liabilities associated with operating real estate held for sale | 110 | — | 110 | |||||||||
| Total Liabilities | 454,907 | (163 | ) | 454,744 | ||||||||
| 6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 6,457,698 shares issued and outstanding at June 30, 2026 | 148,009 | — | 148,009 | |||||||||
| 7.5% Series B Redeemable Preferred Stock, liquidation preference $25.00 per share, 14,000,000 shares authorized; 351,304 shares issued and outstanding at June 30, 2026 | 7,729 | — | 7,729 | |||||||||
| Equity | ||||||||||||
| Stockholders’ Equity | ||||||||||||
| Preferred stock, $0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at June 30, 2026 | — | — | — | |||||||||
| Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,099,539 shares issued and outstanding at June 30, 2026, historical and pro forma | 41 | — | 41 | |||||||||
| Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at June 30, 2026, historical and pro forma | — | — | — | |||||||||
| Additional paid-in-capital | 121,595 | — | 121,595 | |||||||||
| Accumulated deficit | (737 | ) | (504 | ) | (1,241 | ) | ||||||
| Accumulated other comprehensive income | 50 | — | 50 | |||||||||
| Total Stockholders’ Equity | 120,949 | (504 | ) | 120,445 | ||||||||
| Noncontrolling Interests | ||||||||||||
| Operating partnership units | 276,722 | — | 276,722 | |||||||||
| Partially-owned properties | 139,175 | — | 139,175 | |||||||||
| Total Noncontrolling Interests | 415,897 | — | 415,897 | |||||||||
| Total Equity | 536,846 | (504 | ) | 536,342 | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 1,147,491 | $ | (667 | ) | $ | 1,146,824 | |||||
See Notes to Unaudited Pro Forma Condensed Consolidated
Balance Sheet
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2026
| (a) | Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. |
| (b) | Reflects the Company’s disposition that occurred on September 30, 2026 of its interest in Lubbock-75 which was included in the Company’s historical consolidated balance sheet. The disposition of Lubbock-75 was to an unaffiliated third party. The pro forma financial information does not reflect the subsequent reinvestment of the net proceeds from such disposition. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis. |
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(In thousands, except share and per share amounts)
Pro Forma Adjustments | ||||||||||||
Bluerock
Homes Historical (a) | Lubbock-75 Disposition (b) | Pro Forma Total | ||||||||||
| Revenues | ||||||||||||
| Rental and other property revenues | $ | 39,028 | $ | (652 | ) | $ | 38,376 | |||||
| Total revenues | 39,028 | (652 | ) | 38,376 | ||||||||
| Expenses | ||||||||||||
| Property operating | 18,853 | (403 | ) | 18,450 | ||||||||
| Property management and asset management fees | 2,895 | (35 | ) | 2,860 | ||||||||
| General and administrative | 5,634 | — | 5,634 | |||||||||
| Management fees to related party | 5,391 | — | 5,391 | |||||||||
| Acquisition and other transaction costs | 606 | — | 606 | |||||||||
| Weather-related losses, net | 410 | — | 410 | |||||||||
| Impairment of real estate investments | 1,121 | — | 1,121 | |||||||||
| Depreciation and amortization | 16,741 | (353 | ) | 16,388 | ||||||||
| Total expenses | 51,651 | (791 | ) | 50,860 | ||||||||
| Other (expense) income | ||||||||||||
| Other expense, net | (1,160 | ) | — | (1,160 | ) | |||||||
| Income from preferred equity investments | 3,564 | — | 3,564 | |||||||||
| Share of net earnings of equity method investment | 603 | — | 603 | |||||||||
| Gain on sale of real estate investments, net | 902 | — | 902 | |||||||||
| Loss on extinguishment of debt costs | (37 | ) | — | (37 | ) | |||||||
| Interest expense, net | (12,969 | ) | — | (12,969 | ) | |||||||
| Interest income | 2,540 | — | 2,540 | |||||||||
| Total other expense | (6,557 | ) | — | (6,557 | ) | |||||||
| Loss before income taxes | (19,180 | ) | 139 | (19,041 | ) | |||||||
| Income tax expense | (76 | ) | — | (76 | ) | |||||||
| Net loss | (19,256 | ) | 139 | (19,117 | ) | |||||||
| Preferred stock dividends | (5,331 | ) | — | (5,331 | ) | |||||||
| Preferred stock accretion | (2,561 | ) | — | (2,561 | ) | |||||||
| Net loss attributable to noncontrolling interests | ||||||||||||
| Operating partnership units | 15,775 | (97 | ) | 15,678 | ||||||||
| Partially-owned properties | 4,458 | — | 4,458 | |||||||||
| Net loss attributable to noncontrolling interests | 20,233 | (97 | ) | 20,136 | ||||||||
| Net loss attributable to common stockholders | $ | (6,915 | ) | $ | 42 | $ | (6,873 | ) | ||||
| Loss per common share (c) | ||||||||||||
| Net loss per common share – Basic | $ | (1.80 | ) | $ | (1.78 | ) | ||||||
| Net loss per common share – Diluted | $ | (1.80 | ) | $ | (1.78 | ) | ||||||
| Weighted average basic common shares outstanding | 3,919,843 | 3,919,843 | ||||||||||
| Weighted average diluted common shares outstanding | 3,919,843 | 3,919,843 | ||||||||||
| Other comprehensive income | ||||||||||||
| Unrealized gain on available-for-sale investments, net | $ | 128 | $ | — | $ | 128 | ||||||
| Less unrealized gain attributable to Operating partnership units | (89 | ) | — | (89 | ) | |||||||
| Other comprehensive income attributable to common stockholders | 39 | — | 39 | |||||||||
| Comprehensive loss attributable to noncontrolling interests | 20,144 | (97 | ) | 20,047 | ||||||||
| Comprehensive loss attributable to common stockholders | $ | (6,876 | ) | $ | 42 | $ | (6,834 | ) | ||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2026
| (a) | Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. |
| (b) | Reflects the Company’s disposition that occurred on September 30, 2026 of its interest in Lubbock-75 which was included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The disposition of Lubbock-75 was to an unaffiliated third party. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis. |
| (c) | Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share. |
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2025
(In thousands, except share and per share amounts)
Pro Forma Adjustments | ||||||||||||
Bluerock Homes Trust, Inc. Historical (a) | Lubbock-75 Disposition (b) | Pro Forma Total | ||||||||||
| Revenues | ||||||||||||
| Rental and other property revenues | $ | 68,136 | $ | (1,232 | ) | $ | 66,904 | |||||
| Interest income from loan investments | 598 | — | 598 | |||||||||
| Total revenues | 68,734 | (1,232 | ) | 67,502 | ||||||||
| Expenses | ||||||||||||
| Property operating | 33,185 | (827 | ) | 32,358 | ||||||||
| Property management and asset management fees | 5,372 | (64 | ) | 5,308 | ||||||||
| General and administrative | 11,249 | — | 11,249 | |||||||||
| Management fees to related party | 10,471 | — | 10,471 | |||||||||
| Acquisition and other transaction costs | 418 | — | 418 | |||||||||
| Weather-related losses, net | 59 | — | 59 | |||||||||
| Impairment of real estate investments | 5,905 | (3,459 | ) | 2,446 | ||||||||
| Depreciation and amortization | 29,418 | (497 | ) | 28,921 | ||||||||
| Total expenses | 96,077 | (4,847 | ) | 91,230 | ||||||||
| Other (expense) income | ||||||||||||
| Other expense, net | (139 | ) | 16 | (123 | ) | |||||||
| Income from preferred equity investments | 8,759 | — | 8,759 | |||||||||
| Share of net earnings of equity method investment | 1,058 | — | 1,058 | |||||||||
| Recovery of credit losses, net | 103 | — | 103 | |||||||||
| Gain on sale of real estate investments, net | 1,689 | — | 1,689 | |||||||||
| Gain on sale of available-for-sale investments, net | 3,664 | — | 3,664 | |||||||||
| Loss on extinguishment of debt costs | (27 | ) | — | (27 | ) | |||||||
| Interest expense, net | (23,988 | ) | — | (23,988 | ) | |||||||
| Interest income | 5,258 | — | 5,258 | |||||||||
| Total other expense | (3,623 | ) | 16 | (3,607 | ) | |||||||
| Loss before income taxes | (30,966 | ) | 3,631 | (27,335 | ) | |||||||
| Income tax expense | (1,632 | ) | — | (1,632 | ) | |||||||
| Net loss | (32,598 | ) | 3,631 | (28,967 | ) | |||||||
| Preferred stock dividends | (9,203 | ) | — | (9,203 | ) | |||||||
| Preferred stock accretion | (4,538 | ) | — | (4,538 | ) | |||||||
| Net loss attributable to noncontrolling interests | ||||||||||||
| Operating partnership units | 25,797 | (2,385 | ) | 23,412 | ||||||||
| Partially-owned properties | 9,051 | (185 | ) | 8,866 | ||||||||
| Net loss attributable to noncontrolling interests | 34,848 | (2,570 | ) | 32,278 | ||||||||
| Net loss attributable to common stockholders | $ | (11,491 | ) | $ | 1,061 | $ | (10,430 | ) | ||||
| Loss per common share (c) | ||||||||||||
| Net loss per common share – Basic | $ | (3.02 | ) | $ | (2.75 | ) | ||||||
| Net loss per common share – Diluted | $ | (3.02 | ) | $ | (2.75 | ) | ||||||
| Weighted average basic common shares outstanding | 3,889,301 | 3,889,301 | ||||||||||
| Weighted average diluted common shares outstanding | 3,889,301 | 3,889,301 | ||||||||||
| Other comprehensive income | ||||||||||||
| Unrealized gain on available for sale investments | $ | 568 | $ | — | $ | 568 | ||||||
| Less unrealized gain attributable to Operating partnership units | (393 | ) | — | (393 | ) | |||||||
| Other comprehensive income attributable to common stockholders | 175 | — | 175 | |||||||||
| Comprehensive loss attributable to noncontrolling interests | 34,455 | (2,570 | ) | 31,885 | ||||||||
| Comprehensive loss attributable to common stockholders | $ | (11,316 | ) | $ | 1,061 | $ | (10,255 | ) | ||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2025
| (a) | Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation. Specifically, impairment of real estate amounts that were previously included with gain on sale of real estate investments in a single line item on the consolidated statements of operations and comprehensive income (loss) are now presented separately within impairment of real estate investments. |
| (b) | Reflects the Company’s disposition that occurred on September 30, 2026 of its interest in Lubbock-75 which was included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The disposition of Lubbock-75 was to an unaffiliated third party. The pro forma adjustments reflect a combination of (i) amounts directly attributable to the disposed units based on available property-level information and (ii) portfolio-level assumptions and estimates that management believes to be reasonable, though which may differ from the actual results had the units been operated on a standalone basis. |
| (c) | Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share. |
SIGNATURES
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 thereunto duly authorized.
| BLUEROCK HOMES TRUST, INC. | |||
| DATE: | October 6, 2026 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | |||
| Chief Financial Officer and Treasurer | |||