NYSE: BHM

We have no employees and are supported by a related-party service agreement with Bluerock Homes Manager, LLC (the “Manager”), a Delaware limited liability company organized in 2022. We are externally managed by the Manager, which manages our day-to-day operations under a Management Agreement (the “Management Agreement”). The current term of our Management Agreement expires October 6, 2026 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement. The Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making real estate investments on our behalf. Substantially all our business is conducted through our Operating Partnership, of which we are the sole general partner.

The principal executive offices of our Company and the Manager are located at 919 Third Avenue, 40th Floor, New York, New York 10022. Our telephone number is (212) 843-1601.

Investments in Real Estate

As of December 31, 2025, we held twenty-five real estate investments, consisting of nineteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment. The twenty-four consolidated and preferred equity investments represent an aggregate of 5,572 residential units, comprised of 4,423 consolidated units, of which 370 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development. As of December 31, 2025, our consolidated operating investments were approximately 90.9% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 93.0% occupied.

Our current portfolio consists of two primary segments: (i) residential communities, such as apartments, townhouses, and duplexes, and (ii) scattered single-family homes. For more information regarding our investments, see “Item 2. Investments”.

Business and Growth Strategies

Our principal business objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located across a diverse group of growth markets. Our current investment strategy is focused on growing our portfolio of residential communities. By implementing our investment strategies and our institutional-quality management, we expect to be able to achieve sustainable long-term growth in both our funds from operations (“FFO”) and net asset value (“NAV”).

Value Creation Execution. We acquire residential rental properties with potential for long-term value creation for our stockholders. We utilize the following internal and external growth strategies to drive growth in FFO and NAV for our investors:

● Income and Appreciation. We invest in well-located institutional residential properties with strong and stable cash flows in demographically attractive knowledge economy growth markets where we believe there exists significant potential for medium-term capital appreciation through renovation or redevelopment, to reposition the asset and drive future rental growth.

● Value-Add Renovation. We see significant potential for capital appreciation through renovation of existing assets. Our value-add strategy focuses on working with our local experts to reposition residential rental communities and drive rent growth and expand margins, increasing net operating income (“NOI”) and maximizing our return on investment.

● Invest-to Own. We selectively invest in the development of build-to rent and other residential properties in target markets where we believe we can capture significant development premiums upon completion. We generally make common equity investments or use a preferred equity structure which provides income during the development stage and/or the ability to capture development premiums at completion by exercising our conversion rights to take ownership.

● Institutional Property Management / NOI Margin Expansion. We expect to improve margins at our operating properties by deploying institutional management approaches across the portfolio - including professional management, investment in technology platforms, and leveraging economies of scale - to best position the portfolio for optimal rental growth. Through the aggregation of multiple scattered homes, we seek to address operational inefficiencies, revenue management and deferred capital maintenance at scale and to grow underlying cash flow through substantial NOI margin expansion at stabilized properties. We will also provide an aggressive asset management presence, working alongside our network partners to ensure optimal execution of the asset management plan, enabling us to drive rent growth and values.

● Technology-Aided Platform. We have implemented a data warehouse, which provides us with real-time visibility into leasing, inventory, maintenance and renovation metrics, allowing us to quickly react to changes in current operational performance and monitor trends across our portfolio. Further, we believe we will be able to utilize our data warehouse technology as a building block in the design and implementation of a portfolio-wide revenue management system to further drive NOI and margin expansion. In addition, we utilize various PropTech solutions to both acquire and maximize operational efficiency. Operational PropTech solutions include focus on streamlining value-add initiatives, integrating smart-home technology, automating the lease process and providing robust and coordinated maintenance services.

Invest in Institutional Residential Properties. We intend to continue to acquire institutional residential properties targeting the high disposable income renter by choice, where we believe we can create long-term value growth for our stockholders.

Focus on Growth Markets. We intend to continue to focus on demographically attractive growth markets, which we define as markets with strong employment drivers in industries creating high disposable income jobs over the long term. Employment growth is highly correlated with institutional property demand; therefore, we believe that selecting markets with job growth significantly above the national average will provide high potential for increased rental demand leading to revenue growth and attractive risk-adjusted returns.

Implement our Live/Work/Play Initiatives. We intend to continue to implement our amenities and attributes to transform the residential community from a purely functional product (i.e., as solely a place to live), to a lifestyle product (i.e., as a place to live, interact, and socialize). Our Live/Work/Play initiatives are property specific, and generally consist of attributes that go beyond traditional features, including highly amenitized common areas, cosmetic and architectural improvements, technology, music and other community-oriented activities to appeal to our residents’ desire for a “sense of community” by creating places to gather, socialize and interact in an amenity-rich environment. We believe this creates an enhanced perception of value among residents, allowing for premium rental rates and improved resident retention.

Diversify Across Markets, Strategies and Investment Size. We will seek to grow our institutional portfolio of residential properties diversified by geography and by investment strategy and by size to manage concentration risk, while driving both current income and capital appreciation throughout the portfolio. Our network enables us to diversify across multiple markets and multiple strategies efficiently, without the logistical burden and time delay of building operating infrastructure in multiple markets and across multiple investment strategies.

Harvest and Redeploy Capital Selectively. On an opportunistic basis and subject to compliance with REIT restrictions, we intend to sell properties when we have executed our value creation plans and when we believe the investment has limited additional upside relative to other opportunities. This allows us to harvest profits and reinvest proceeds to maximize stockholder value.

Summary of Investments and Dispositions

The following table presents a summary of our real estate investments during the years ended December 31, 2025 and 2024:

Investment Name

​ ​ ​

Location

​ ​ ​

Date of Investment

​ ​ ​

Ownership

Interest

​ ​ ​

Number

of Units

Wayford at Pringle (1)

Charlotte, NC

January 10, 2024

—

Villas at Huffmeister

Houston, TX

March 25, 2024

95

%

294

Indigo Cove (2)

Bluffton, SC

June 27, 2024

—

Avenue at Timberlin Park

Jacksonville, FL

July 31, 2024

100

%

200

Amira at Westly (3)

Tampa, FL

October 31, 2024

—

Allure at Southpark

Charlotte, NC

December 6, 2024

%

350

River Ford (4)

Brunswick, GA

December 6, 2024

—

Canvas at Wildwood (4)

Wildwood, FL

December 11, 2024

—

Marble Capital Income & Impact Fund, LP (5)

N/A

April 25, 2025

—

—

Southern Pines Reserve (6)

Aberdeen, NC

April 28, 2025

%

272

Sanford Marketplace (4)

Sanford, NC

June 30, 2025

—

Skytop Apartments (6)

Cincinnati, OH

September 29, 2025

%

361

Harmony at Clear Creek (7)

Shawnee, KS

September 30, 2025

%

188

Parkside at Summers Corner (8)

Summerville, SC

November 26, 2025

%

12

District at Parkview (6)

Stone Mountain, GA

December 18, 2025

%

264

Archer at RiverBlue (9)

Asheville, NC

December 19, 2025

—

(1) Our investments in Wayford at Pringle, which were held through a loan and preferred equity interests, were subsequently concluded. Refer to the table below.

(2) Our investment in Indigo Cove, which was held through preferred equity interests, was subsequently sold. Refer to the table below.

(3) Amira at Westly is held through our DST Program (refer to Note 9 of our consolidated financial statements for further information). The Amira at Westly DST has been fully subscribed with equity from individual investors.

(4) Our investment in the property is held through preferred equity interests. Refer to Note 8 of our consolidated financial statements for further information.

(5) We acquired a limited partnership interest in Marble Capital Income & Impact Fund, LP (the “Marble Fund”), which is an unconsolidated real estate fund investment accounted for under the equity method. The Marble Fund owns a diversified portfolio of multifamily assets and build-to-rent multifamily investments located in the United States. Refer to Note 7 of our consolidated financial statements for further information.

(6) Southern Pines Reserve, Skytop Apartments and District at Parkview are held through our DST Program. The ownership interest presented represents our interest at December 31, 2025. Refer to Note 9 of our consolidated financial statements for further information.

(7) Harmony at Clear Creek represents a development project with construction anticipated to commence in 2026. Harmony at Clear Creek is classified as a consolidated investment.

(8) Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed. Of the total 100 units that we have committed to acquire, 12 units had been acquired as of December 31, 2025.

(9) We entered into a joint venture agreement and made a commitment to invest capital for preferred equity interests in Archer at RiverBlue. No capital had been funded as of December 31, 2025. Refer to Note 8 of our consolidated financial statements for further information.

The following table presents a summary of our real estate sales, redemptions of preferred equity interests, and loan payoffs during the years ended December 31, 2025 and 2024:

Date of Payoff, Sale

Ownership

Number

Investment Name

​ ​ ​

Location / Market

​ ​ ​

or Redemption (1)

​ ​ ​

Interest

​ ​ ​

of Units

ILE

TX / SE US

Various

%

4

Indy-Springfield

IN / MO

Various

%

11

Peak Housing (2)

IN / MO / TX

Various

—

Peak JV 2

Various / TX

Various

%

23

Peak JV 3

Dallas-Fort Worth, TX

Various

%

60

The Woods at Forest Hill (3)

Forest Hill, TX

Various

—

Navigator Villas (4)

Pasco, WA

August 7, 2024

%

ILE

TX / SE US

Various

%

28

Indy-Springfield

IN / MO

Various

%

19

Golden Pacific

IN / KS / MO

Various

%

8

Peak JV 2 (5)

Various / TX

Various

%

24

Peak JV 3 (5)

Dallas-Fort Worth, TX

Various

%

48

Wayford at Pringle (6)

Charlotte, NC

Various

—

Indigo Cove (7)

Bluffton, SC

April 11, 2025

—

The Cottages at Myrtle Beach (8)

Myrtle Beach, SC

April 23, 2025

—

Willow Park (9)

Willow Park, TX

May 16, 2025

—

The Cottages of Port St. Lucie (8)

Port St. Lucie, FL

July 24, 2025

—

Chandler (8)

Chandler, AZ

November 17, 2025

—

208

(1) For those dates where “Various” is listed, units were sold from the respective portfolios, or our investments were concluded, on various dates throughout that specified year.

(2) Our investment in the portfolio, which was held through preferred equity interests, was fully redeemed as units collateralizing our investment (such units collectively known as “Peak Housing”) were sold. Refer to Note 8 of our consolidated financial statements for further information.

(3) We held two separate investments in The Woods at Forest Hill: (i) a loan investment which was fully paid off in August 2024, and (ii) preferred equity interests which were fully redeemed in November 2024. Refer to Note 6 and Note 8 of our consolidated financial statements for further information.

(4) Prior to the sale of Navigator Villas, we purchased our unaffiliated joint venture partner’s interest in the property, increasing our interest from 90% to 100%.

(5) In July 2025, we purchased the noncontrolling partner’s interest in each of the Peak JV 2 and Peak JV 3 portfolios, increasing our interest in each portfolio to 100%.

(6) We held two separate investments in Wayford at Pringle: (i) a loan investment to an unaffiliated third party which was fully paid off in February 2025, and (ii) preferred equity interests which were sold to a joint venture in April 2025, with such joint venture including an affiliate of Bluerock Homes Manager, LLC (our external manager). Refer to Note 6 and Note 8 of our consolidated financial statements for further information.

(7) Our investment in Indigo Cove, which was held through preferred equity interests, was sold to a joint venture, with such joint venture including an affiliate of Bluerock Homes Manager, LLC. Refer to Note 8 of our consolidated financial statements for further information.

(8) Our investment in the property, which was held through preferred equity interests, was fully redeemed. Refer to Note 8 of our consolidated financial statements for further information.

(9) Our investment in Willow Park, which was held through a loan, was fully paid off.

Distribution Policy

We intend to maintain our qualification as a REIT for federal income tax purposes. The Code generally requires that a REIT annually distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, and imposes tax on any taxable income retained by a REIT, including capital gains.

To satisfy the requirements for qualification as a REIT and generally not be subject to federal income and excise tax, we intend to make regular distributions of all or substantially all our REIT taxable income, determined without regard to dividends paid, to our stockholders out of assets legally available for such purposes. All future distributions will be determined at the sole discretion of our Board on a quarterly basis. When determining the amount of future distributions, we expect that our Board will consider, among other factors, (i) the amount of cash generated from our operating activities, (ii) our expectations of future operating cash flows, (iii) our determination of near-term cash needs for acquisitions of new properties, development investments, general property capital improvements and debt repayments, (iv) our ability to continue to access additional sources of capital, (v) the requirements of Maryland law, (vi) the amount required to be distributed to maintain our qualification as a REIT and to reduce any income and excise taxes that we otherwise would be required to pay and (vii) any limitations on our distributions contained in our credit or other agreements.

Holders of shares of the Series A Preferred Stock will be entitled to receive, when and as authorized by our Board and declared by us out of legally available funds, cumulative cash dividends on each share of Series A Preferred Stock at an annual rate of six percent (6.0%) of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $1.50 per share) (the “Series A Preferred Regular Dividends”). In addition, for each month for which the Board declares the Series A Preferred Regular Dividends, holders of shares of the Series A Preferred Stock will be entitled to receive an enhanced special dividend, which will be aggregated with the Series A Preferred Regular Dividends so as to effect a dividend rate of the average one month Term Secured Overnight Financing Rate (“SOFR”) plus 2.0%, subject to a 6.5% minimum and 8.5% maximum annual rate, calculated and paid monthly. Cash dividends on each share of Series A Preferred Stock will begin accruing on, and will be cumulative from, the date of original issuance or the end of the most recent dividend period for which cash dividends on the Series A Preferred Stock have been paid on each such share, payable monthly in arrears on the 5th day of each month to holders of record on the 25th day of the prior month; provided, however, that any such cash dividend may vary among holders of Series A Preferred Stock and may be prorated with respect to any shares of Series A Preferred Stock that were outstanding less than the total number of days in the dividend period immediately preceding the applicable dividend payment date, with the amount of any such prorated dividend being computed on the basis of the actual number of days in such dividend period during which such shares of Series A Preferred Stock were outstanding.

Holders of shares of the Series B Preferred Stock will be entitled to receive, when and as authorized by our Board and declared by us out of legally available funds, cumulative cash dividends on each share of Series B Preferred Stock at an annual rate of seven and a half percent (7.5%) of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $1.875 per share) (the “Series B Preferred Regular Dividends”). Cash dividends on each share of Series B Preferred Stock will begin accruing on, and will be cumulative from, the date of original issuance or the end of the most recent dividend period for which cash dividends on the Series B Preferred Stock have been paid on each such share, payable monthly in arrears on the 5th day of each month to holders of record on the 25th day of the prior month; provided, however, that any such cash dividend may vary among holders of Series B Preferred Stock and may be prorated with respect to any shares of Series B Preferred Stock that were outstanding less than the total number of days in the dividend period immediately preceding the applicable dividend payment date, with the amount of any such prorated dividend being computed on the basis of the actual number of days in such dividend period during which such shares of Series B Preferred Stock were outstanding.

Holders of shares of Class A common stock, $0.01 par value per share (the “Class A common stock”), and Class C common stock $0.01 par value per share (the “Class C common stock”), will be entitled to receive cash dividends when, as and if authorized by our Board and declared by us. For 2025, the common share dividend was paid on a quarterly basis at an annual dividend rate of $0.50 per common share.

We cannot assure you that we will generate sufficient cash flows to make distributions to our stockholders, or that we will be able to sustain those distributions. If our operations do not generate sufficient cash flow to allow us to satisfy the REIT distribution requirements, we may be required to fund distributions from working capital, offering proceeds, proceeds from our DST Program, borrowing funds, selling assets, making a taxable distribution of our equity or debt securities, or reducing such distributions. Our distribution policy enables us to review the alternative funding sources available to us from time to time. Our actual results of operations will be affected by a number of factors, including the revenues we receive from our properties and other investments, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see “Item 1A – Risk Factors.”

Regulations

Our investments are subject to various federal, state and local laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all permits and approvals necessary under current law to operate our investments.

Environmental

As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest, or on properties that may be acquired directly or indirectly in the future.

Human Capital

We have no employees and we rely on the employees of our Manager and its affiliates to conduct our operations. In order to attract and retain high performing individuals, our Manager and its affiliates are committed to partnering with its employees to provide opportunities for their professional development and promote their well-being. To that end, our Manager or its affiliates have undertaken various initiatives, including the following:

● implementing an Environmental, Social, and Corporate Governance Initiative to codify and disclose its commitment to good corporate citizenship, including the appointment of an internal corporate responsibility committee in support of its ongoing commitment to sustainability, health and safety, corporate social responsibility, corporate governance, and other public policy matters;

● providing department-specific training, access to online training seminars and opportunities to participate in industry conferences;

● providing annual reviews and regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints;

● providing family leave, for example, for the birth or adoption of a child, as well as sick leave;

● focusing on creating a workplace that values employee health and safety;

● committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act; and

● recognizing the importance and contributions of a diverse workforce, with an appreciation for the unique perspectives and insights offered by diverse backgrounds.

Industry Segments

We own and operate residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. We view our residential real estate assets as two reportable segments, consisting of (i) residential communities, and (ii) scattered single-family homes. Our Chief Operating Decision Makers, which are our Chief Executive Officer, Chief Investment Officer and Chief Financial Officer, do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of our portfolio of properties/investments.

Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas. In addition, these residential communities typically have onsite property management.

Scattered single-family homes segment includes the ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.

Available Information

We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the SEC. We also have filed with the SEC registration statements on Form S-11 (File No. 333-269415 and File No. 333 – 290772) and Form S-8 (File No. 333-267764 and File No. 333 – 288773). Copies of our filings with the SEC may be obtained from the SEC’s website at www.sec.gov, or downloaded from our website at www.bluerockhomes.com, as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC. Access to these filings is free of charge.