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 29~~November 11, 2025

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, 40^th 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/A filing is intended to simultaneously satisfy the filing obligation 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 23.0102 ~~COMPLETION~~UNREGISTERED OFSALES ~~ACQUISITION OR DISPOSITION~~ OF ~~ASSETS~~EQUITY SECURITIES

~~Acquisition~~Securities offor ~~Skytop Property~~Services

OnBase ~~September~~Management 29, 2025, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), through BHM DST Acquisitions, LLC, a wholly owned subsidiary of the Company’s operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an Assignment of Purchase and Sale Contract (the “PSA”) with BHM Skytop Investment Co, LLC, a Delaware limited liability company, and wholly owned subsidiary of the Operating Partnership (“BR Skytop Depositor”), who further assigned the PSA to BR Skytop Multifamily, DST, a Delaware statutory trust and a wholly owned subsidiary of the Operating Partnership (“BR Skytop DST”), pursuant to which the Company, through its subsidiaries, assigned to BR Skytop DST the right to acquire, through a membership purchase interest agreement, the membership interests in BHM Skytop TH, LLC, a Delaware limited liability company (the “TH Entity”), which holds the fee simple interest in a 361-unit residential community known as Skytop Apartments, located in Cincinnati, Ohio (the “Skytop Property”), from Wood Stone V Holdings Skytop LLC and Wood Stone VI Skytop Holdings LLC, (collectively, the “Skytop Seller”), an unaffiliated seller.Fee

OnAs ~~September~~previously 29disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (as amended by that certain Amendment to Management Agreement dated January 10, 2023 and that certain Second Amendment to Management Agreement dated February 28, 2025, the “Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware ~~Company~~limited partnership (the “Operating Partnership”), ~~through~~and BRits ~~Skytop~~external ~~Depositor~~manager, ~~closed~~Bluerock onHomes Manager, LLC, a Delaware limited liability company (the ~~acquisition~~“Manager”), pursuant to which the Manager administers the business activities and day-to-day operations of the THCompany. ~~Entity~~The Management Agreement provides for the quarterly payment of a ~~total~~base ~~purchase~~management ~~price~~fee ofto ~~$88.5~~the ~~million,~~Manager ~~subject~~(the “Base Management Fee”) to compensate the Manager for advisory services and certain ~~prorations~~general management services rendered thereunder, the calculation of which is reviewed by the Company’s board of directors (the “Board”), and ~~adjustments~~which ~~typical~~is payable in acash, ~~real~~except ~~estate~~as ~~transaction~~may otherwise be specified by written agreement of the Company and the Manager with respect to payment of all or any portion thereof in long-term incentive plan units of the Operating Partnership (“C-LTIP Units”), at the election of the Board.

The ~~sale~~Board, ~~was~~including ~~based on arm’s~~its ~~length~~independent ~~negotiations~~directors, ~~with~~having reviewed the ~~unaffiliated~~calculation ~~Skytop~~of ~~Seller.~~the InBase ~~evaluating~~Management Fee for the ~~Skytop~~three ~~Property~~months ended September 30, 2025 (“Q3 2025”) as aprovided ~~potential~~by ~~investment~~the Manager, authorized and approved payment of a ~~variety~~portion of ~~factors~~the quarterly installment of the Base Management ~~were~~Fee ~~considered~~for Q3 2025 in C-LTIP Units, ~~including~~in ~~overall~~a ~~valuation~~number of ~~net~~C-LTIP ~~rental~~Units ~~income~~equal to (i) the dollar amount of the portion of the quarterly installment of the Base Management Fee payable in such C-LTIP Units (calculated by the Manager as $210,000), ~~expected~~divided ~~capital~~by ~~expenditures~~(ii) the average of the closing prices of the Company’s Class A common stock, ~~submarket~~$0.01 ~~demographics~~par value per share (the “Class A Common Stock”), ~~community~~on ~~features~~the NYSE American ~~and~~on ~~amenities,~~the ~~location~~five business days prior to the date of issuance (the “Q3 Base Management Fee C-LTIP Units”), ~~price~~with ~~per~~the ~~unit~~remainder ~~and~~of the ~~occupancy~~Base Management Fee for Q3 2025 payable in cash.

~~Financing~~As permitted under the Management Agreement, by mutual agreement of the Manager and its affiliate, Bluerock Real Estate Holdings, LLC (“BREH”), the executive management team of the Manager is employed and compensated by BREH, and payroll-related expenses incurred by BREH in connection therewith are reimbursed by the Manager to BREH. On December 31, 2024, in order to reduce the Manager’s cash expenditures and further align the respective interests of each of (i) R. Ramin Kamfar (“Mr. Kamfar”), in his capacity as Chief Executive Officer of the Manager, and (ii) Jordan Ruddy (“Mr. Ruddy”), in his capacity as President of the Manager, with those of the Company’s stockholders, each of Mr. Kamfar and Mr. Ruddy formally elected and agreed to receive a portion of their respective base salaries payable by BREH for services provided to the ~~Acquisition~~Manager for fiscal year 2025 in the form of C-LTIP Units rather than in cash, with the remainder payable by BREH in cash (the “Salary Elections”). By mutual written agreement of ~~Skytop~~the ~~Property~~Manager and the Company, in keeping with the Salary Elections and in partial satisfaction of the Company’s Base Management Fee obligation to the Manager for Q3 2025, each of the Manager and BREH directed the Company that (a) a portion of the Q3 Base Management Fee C-LTIP Units, valued at $150,000, should instead be issued directly to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Kamfar’s base salary for Q3 2025 for services provided to the Manager in his capacity as Chief Executive Officer thereof, and (b) a portion of the Q3 Base Management Fee C-LTIP Units, valued at $60,000, should instead be issued directly to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection with the payment of 80.0% of Mr. Ruddy’s base salary for Q3 2025 for services provided to the Manager in his capacity as President thereof (such directive by the Manager and BREH, the “Q3 Directive”). The Board, including its independent directors, authorized and approved such issuances in keeping with the Q3 Directive.

~~The~~On ~~acquisition~~November of11, ~~the~~2025 ~~Skytop~~(the ~~Property~~“Issuance ~~was funded with (i~~Date”), ~~approximately~~the ~~$13.0~~Manager ~~million~~calculated, ofas ~~gross~~set ~~equity~~forth ~~from~~in the ~~Company~~Management ~~(inclusive of certain transaction costs~~Agreement, ~~operating expenses,~~that ~~and~~an ~~operating~~aggregate ~~and~~of ~~lender reserves)~~22,332 ~~(ii)~~Q3 aBase ~~senior~~Management Fee ~~loan~~C-LTIP ~~held~~Units bywould ~~Fannie~~be ~~Mae,~~issuable to BRthe ~~Skytop~~Manager ~~DST,~~ in ~~the~~partial ~~principal~~payment ~~amount~~ of ~~approximately $57.5 million (~~the ~~“Skytop~~Base ~~Senior~~Management ~~Loan”)~~Fee, and ~~(iii)~~in ~~borrowings~~keeping ofwith ~~approximately~~the ~~$22.0~~Q3 ~~million through~~ Directive, the Company~~’s existing~~ ~~credit~~caused ~~facility~~the ~~with~~Operating ~~KeyBank~~Partnership ~~National~~to ~~Association~~issue (i) 15,951 of the ~~“KeyBank~~Q3 ~~Credit~~Base ~~Facility”).~~Management ~~The~~Fee ~~Skytop~~C-LTIP ~~Senior~~Units ~~Loan~~to isMr. ~~secured~~Kamfar in satisfaction byof the ~~Skytop~~Manager’s ~~Property,~~reimbursement ~~bears~~obligation ~~interest~~to atBREH afor ~~fixed~~80.0% ~~rate~~ of 4Mr.~~98%~~ ~~per~~Kamfar’s ~~annum~~base ~~with~~salary ~~interest-only~~for ~~payments~~Q3 ~~during~~2025 ~~the~~for ~~term~~services ofprovided to the ~~loan,~~Manager ~~and matures~~in onhis ~~October~~capacity 1,as ~~2035.~~Chief ~~The~~Executive ~~KeyBank~~Officer ~~Credit~~thereof, ~~Facility~~and ~~bears~~(ii) ~~interest per annum~~6,381 atof the ~~Company’s~~Q3 ~~option,~~Base atManagement ~~SOFR~~Fee ~~(Daily~~C-LTIP ~~Simple or~~Units ~~Term)~~to ~~plus 3~~Mr.~~60%~~ orRuddy in ~~the~~satisfaction ~~base~~of ~~rate~~the ~~plus~~Manager’s ~~2.50%,~~reimbursement ~~and~~obligation ~~matures~~to ~~one~~BREH ~~year~~for ~~from~~80.0% ~~the~~of ~~date~~Mr. ofRuddy’s ~~funding,~~base ~~subject~~salary tofor ~~certain~~Q3 ~~minimum~~2025 ~~paydowns,~~for ~~and~~services ~~timing~~provided ~~of such paydowns, pursuant~~ to the ~~terms~~Manager ofin ~~the~~his ~~KeyBank~~capacity ~~Credit~~as ~~Facility~~President thereof.

~~ITEM~~The 9Board, including its independent directors, authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q3 Base Management Fee C-LTIP Units to Messrs.01 ~~FINANCIAL~~Kamfar ~~STATEMENTS~~and ~~AND~~Ruddy ~~EXHIBITS~~in the respective amounts set forth above in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of Messrs. Kamfar and Ruddy has a substantive, pre-existing relationship with the Company and is an “accredited investor” as defined in Regulation D.

InThe ~~accordance~~Q3 ~~with~~Base ~~Rule~~Management 3Fee C-14LTIP Units were fully vested upon issuance, and ~~Article~~may 11convert to units of ~~Regulation~~limited ~~S-X~~partnership interest in the Operating Partnership (“OP Units”) upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company ~~hereby~~and ~~files~~after a one year holding period (including any period during which the ~~following~~Q3 ~~financial~~Base ~~statements~~Management Fee C-LTIP Units were held), settled in shares of the Company’s Class A Common Stock. Each of Messrs. Kamfar and ~~pro~~Ruddy ~~forma~~will ~~financial~~be ~~information~~entitled ~~related~~to receive “distribution equivalents” with respect to their respective Q3 Base Management Fee C-LTIP Units at the ~~acquisition~~time distributions are paid to the holders of the ~~Skytop~~Company’s ~~Property~~Class A Common Stock.

(a)

Financial Statements of Real Estate Acquired Skytop Apartments Independent Auditor’s Report Statements of Revenues and Certain Operating Expenses for the year ended December 31, 2024 and the six months ended June 30, 2025 Notes to Statements of Revenues and Certain Operating Expenses

(b)

Pro Forma Financial Information Bluerock Homes Trust, Inc. Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2025 (unaudited) Notes to Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2025 (unaudited) Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the six months ended June 30, 2025 (unaudited) Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the six months ended June 30, 2025 (unaudited) Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2024 (unaudited) Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2024 (unaudited)

SIGNATURE

~~Statements~~Pursuant ~~in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating~~ to ~~items such as~~ the ~~long-term~~requirements ~~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, asthe ~~amended.~~registrant ~~Such~~has ~~statements~~duly ~~are~~caused ~~based~~this onreport ~~current expectations and assumptions with respect~~ to, ~~among~~be ~~other~~signed 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~~its ~~10-K~~behalf ~~filed~~by ~~with~~ the ~~SEC~~undersigned onhereunto ~~March~~duly ~~20, 2025 and its other filings with the SEC~~authorized.

(c)	Exhibit No.	Description
	BLUEROCK HOMES TRUST, INC.
	23.1	Consent of Plante Moran, PC
Date: November 12, 2025	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

Independent Auditor’s Report

To the Board of Directors and Stockholders

Bluerock Homes Trust, Inc.

Opinion

We have audited the accompanying statements of revenues and certain operating expenses (the "Statements") of Skytop Apartments (the "Property") for the year ended December 31, 2024 and the related notes to the Statements.

In our opinion, the accompanying Statements present fairly, in all material respects, the revenue and certain operating expenses of the Property described in Note 2 of the Statements for the year ended December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statements section of our report. We are required to be independent of the Property and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter – Purpose of the Presentation

We draw attention to Note 2 to the Statements, which describes that the Statements have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Bluerock Homes Trust, Inc. and is not intended to be a complete presentation of the Property's revenue and expenses. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Statements

Management is responsible for the preparation and fair presentation of the Statements in accordance with accounting principles generally accepted in the United States of America and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities for the Audit of the Statements

Our objectives are to obtain reasonable assurance about whether the Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Statements.

In performing an audit in accordance with GAAS, we:

· Exercise professional judgment and maintain professional skepticism throughout the audit.

· Identify and assess the risks of material misstatement of the statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Statements.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property's internal control. Accordingly, no such opinion is expressed.

· Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Statements.

· Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Property's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Plante Moran, PC

East Lansing, Michigan

October 3, 2025

SKYTOP APARTMENTS

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

(In thousands)

	Year Ended December 31, 2024		(Unaudited) Six Months Ended June 30, 2025
Revenues
Rental and other property revenues	$	4,098	$	3,762
Total revenues		4,098		3,762
Certain Operating Expenses
Property operating expenses		1,971		1,988
Total certain operating expenses		1,971		1,988
Revenues in Excess of Certain Operating Expenses	$	2,127	$	1,774

See accompanying notes to statements of revenues and certain operating expenses

SKYTOP APARTMENTS

NOTES TO STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

Note 1 – Business

On September 29, 2025, Bluerock Homes Trust, Inc. (the “Company”), through BHM Skytop Investment Co, LLC, a wholly owned subsidiary of the Company’s operating partnership, Bluerock Residential Holdings, L.P. (the “Operating Partnership”), and pursuant to a Purchase and Sale Agreement, closed on the acquisition of BHM Skytop TH, LLC (the “TH Entity”), which holds the fee simple interest in Skytop Apartments (the “Property”), from Wood Stone V Holdings Skytop LLC and Wood Stone VI Skytop Holdings LLC, both unaffiliated third party sellers. The Company, through its subsidiaries, assigned to BR Skytop Multifamily, DST, a Delaware statutory trust and an indirect, wholly owned subsidiary of the Operating Partnership, the right to acquire the membership interests in the TH Entity.

Note 2 – Basis of Presentation

The accompanying statements of revenues and certain operating expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the United States Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended. Accordingly, the statements are not representative of the actual operations for the periods presented as revenues, and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Property, have been excluded.

Property Occupancy

The Company considers a property stabilized upon attainment of 90.0% physical occupancy. The Property did not achieve 90.0% occupancy until the second quarter of 2025. As such, revenue and certain operating expense amounts presented in the statement of revenues and certain operating expenses for the year ended December 31, 2024 reflect the Property’s historical results of operations under lease-up, whereas revenue and certain operating expense amounts presented for the six months ended June 30, 2025 reflect the Property’s historical results of operations under lease-up and upon stabilization.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reporting and disclosure of revenues and certain expenses during the reporting period to present the statement of revenues and certain operating expenses. Actual results could differ from those estimates.

Note 3 – Revenues

The Property is located in Cincinnati, Ohio and is a 361-unit residential community with units rented to tenants under various lease agreements that are generally one year in length. All leases are accounted for as operating leases. The Property recognizes rental revenue on a straight-line basis over the terms of the rental agreements and in accordance with ASC Topic 842 Leases. Rental revenue is recognized on an accrual basis and when the collectability of the amounts due from tenants is deemed probable. Rental revenue is included within rental and other property revenues on the Property’s statements of revenues and certain operating expenses.

Tenant reimbursements for common area maintenance and other recoverable expenses, such as pet, administrative, application and other fees, are recognized when the services are provided and the performance obligations are satisfied. Tenant reimbursements are included within rental and other property revenues on the Property’s statements of revenues and certain operating expenses.

Note 4 – Certain Operating Expenses

Certain operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Property operating expenses include administrative, repairs and maintenance, marketing, payroll, utilities, taxes, and insurance. Expenses such as depreciation, amortization, and interest are excluded.

Note 5 – Commitments and Contingencies

The Property is subject to various legal actions and claims arising in the ordinary course of business. Although the outcome of any legal matter cannot be predicted with certainty, management does not believe that any of these legal proceedings or matters will have a material adverse effect on the financial position or results of operations or liquidity of the Property.

Note 6 – Subsequent Events

The Property evaluated subsequent events through October 3, 2025, the date the financial statements were available to be issued.

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, 2024, and as of and for the six months ended June 30, 2025 (unaudited), and the related notes thereto.

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2025, and the unaudited pro forma condensed consolidated statement of operations and comprehensive income for the six months ended June 30, 2025, and the year ended December 31, 2024, have been prepared to provide pro forma financial information with regard to the Company’s acquisition of Skytop Apartments (the “Property”) on September 29, 2025, which the Company expects to consolidate.

The pro forma condensed consolidated balance sheet at June 30, 2025 assumes that the Company’s acquisition of the Property occurred on June 30, 2025.

The pro forma condensed consolidated statements of operations and comprehensive income assume the Company’s acquisition of the Property occurred on January 1, 2024.

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.

All completed acquisitions are accounted for as asset acquisitions. The purchase price was allocated to the acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition.

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, 2025

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			Skytop Apartments (b)			Pro Forma Total
ASSETS
Net real estate investments
Land	$	107,460		$	8,344		$	115,804
Buildings and improvements		632,733			73,692			706,425
Furniture, fixtures and equipment		23,176			2,206			25,382
Construction in process		5,148			—			5,148
Total gross operating real estate investments		768,517			84,242			852,759
Accumulated depreciation		(53,768	)		—			(53,768	)
Total net operating real estate investments		714,749			84,242			798,991
Operating real estate held for sale, net		12,303			—			12,303
Total net real estate investments		727,052			84,242			811,294
Cash and cash equivalents		127,602			(13,710	)		113,892
Restricted cash		17,499			—			17,499
Notes and accrued interest receivable, net		—			—			—
Investment in unconsolidated real estate fund		25,000			—			25,000
Accounts receivable, prepaids and other assets, net		30,055			5,534			35,589
Preferred equity investments, net		62,357			—			62,357
In-place lease intangible assets, net		669			1,675			2,344
Due from affiliates		883						883
Non-real estate assets associated with operating real estate held for sale		62			—			62
TOTAL ASSETS	$	991,179		$	77,741		$	1,068,920
LIABILITIES AND EQUITY
Mortgages payable	$	338,616		$	55,741		$	394,357
Revolving credit facilities		—			22,000			22,000
Accounts payable		775			—			775
Other accrued liabilities		22,066			—			22,066
Due to affiliates		7,642			—			7,642
Distributions payable		2,425			—			2,425
Liabilities associated with operating real estate held for sale		170			—			170
Total Liabilities		371,694			77,741			449,435
6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 5,815,552 shares issued and outstanding at June 30, 2025		129,581			—			129,581
Equity
Stockholders’ Equity
Preferred stock, $0.01 par value, 220,000,000 shares authorized; no shares issued and outstanding at June 30, 2025		—			—			—
Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,062,668 shares issued and outstanding at June 30, 2025, 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, 2025, historical and pro forma		—			—			—
Additional paid-in-capital		120,081			—			120,081
Cumulative earnings in excess of distributions		14,692			—			14,692
Accumulated other comprehensive income		495			—			495
Total Stockholders’ Equity		135,309			—			135,309
Noncontrolling Interests
Operating partnership units		303,607			—			303,607
Partially owned properties		50,988			—			50,988
Total Noncontrolling Interests		354,595			—			354,595
Total Equity		489,904			—			489,904
TOTAL LIABILITIES AND EQUITY	$	991,179		$	77,741		$	1,068,920

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, 2025

(a)

Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

(b)

The acquisition of a 100% ownership interest in the Property for a purchase price of $88.5 million, which the Company consolidated on its balance sheet. The Company recorded the following associated with the acquisition of the Property: (i) $3.0 million of capitalized acquisition costs, of which $2.2 million is an acquisition fee payable to BR Skytop DST Manager, LLC, which is a related party of the Company, (ii) a $57.5 million senior loan, and (iii) borrowings of $22.0 million through the Company’s existing credit facility with KeyBank National Association (the “KeyBank Credit Facility”). The carrying value of the senior loan includes approximately ($1.8) million of deferred financing costs related to the acquisition.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2025

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			Skytop Apartments (b)			Pro Forma Total
Revenues
Rental and other property revenues	$	32,617		$	3,762		$	36,379
Interest income from loan investments		598			—			598
Total revenues		33,215			3,762			36,977
Expenses
Property operating		15,829			1,988			17,817
Property management and asset management fees		2,661			183	(c)		2,844
General and administrative		5,722			—			5,722
Management fees to related party		5,146			—			5,146
Acquisition and other transaction costs		211			—			211
Weather-related losses, net		45			—			45
Depreciation and amortization		14,681			1,618	(d)		16,299
Total expenses		44,295			3,789			48,084
Other (expense) income
Other expense, net		(74	)		—			(74	)
Income from preferred equity investments		5,416			—			5,416
Recovery of credit losses, net		104			—			104
Gain on sale and impairment of real estate investments, net		1,561			—			1,561
Gain on sale of available-for-sale investments, net		1,450			—			1,450
Loss on extinguishment of debt costs		(9	)		—			(9	)
Interest expense, net		(11,838	)		(1,537	)(e)		(13,375	)
Interest income		2,286			—			2,286
Total other expense		(1,104	)		(1,537	)		(2,641	)
Loss before income taxes		(12,184	)		(1,564	)		(13,748	)
Income tax expense		(972	)		—			(972	)
Net loss		(13,156	)		(1,564	)		(14,720	)
Preferred stock dividends		(4,264	)		—			(4,264	)
Preferred stock accretion		(1,796	)		—			(1,796	)
Net loss attributable to noncontrolling interests
Operating partnership units		11,228			1,081			12,309
Partially owned properties		2,975			—			2,975
Net loss attributable to noncontrolling interests		14,203			1,081			15,284
Net loss attributable to common stockholders	$	(5,013	)	$	(483	)	$	(5,496	)
Loss per common share (f)
Net loss per common share – Basic	$	(1.33	)				$	(1.45	)
Net loss per common share – Diluted	$	(1.33	)				$	(1.45	)
Weighted average basic common shares outstanding		3,880,354						3,880,354
Weighted average diluted common shares outstanding		3,880,354						3,880,354
Other comprehensive income
Unrealized gain on available-for-sale investments, net	$	2,136		$	—		$	2,136
Less unrealized gain attributable to Operating partnership units		(1,477	)		—			(1,477	)
Other comprehensive income attributable to common stockholders		659			—			659
Comprehensive loss attributable to noncontrolling interests		12,726			1,081			13,807
Comprehensive loss attributable to common stockholders	$	(4,354	)	$	(483	)	$	(4,837	)

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2025

(a) Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. (b) Represents adjustments to the Company’s historical operations to give effect to the purchase of the Property on September 29, 2025 as if the Property had been acquired on January 1, 2024. The Company considers a property stabilized upon attainment of 90.0% physical occupancy. The Property achieved 90.0% occupancy in the second quarter of 2025; as such, adjustments were made using the Property’s historical operations under both lease-up and stabilization. Pro forma adjustments to the Company’s historical results for the six months ended June 30, 2025 include adjustments to the following: property management and asset management fees, depreciation and amortization, interest expense, and the operating partnership units’ interest. The property’s actual results of operations (historical operations for the six months ended June 30, 2025) for rental and other property revenues and property operating expenses reflect the Property’s actual results of operations under both lease-up and stabilization and have not been adjusted. (c) Represents property management and asset management fees estimated to have been incurred for the Property. Property management fees shall be calculated at the greater of (i) 2.50% of monthly property revenues, and (ii) $8,500 per month. The Company calculated the property management fees at 2.50% of monthly property revenues. Asset management fees are calculated at 0.20% per annum of the $88.5 million purchase price, prorated for the six months ended June 30, 2025, which is due to BR Skytop DST Manager, LLC for providing management and supervisory services in connection with the Property. BR Skytop DST Manager, LLC is a related party of the Company, but it is not within the Company’s control and is not consolidated in the Company’s financial statements. (d) Represents depreciation and amortization expense adjustment to historical results for the six months ended June 30, 2025 based on the allocation of the purchase price. Depreciation expense is calculated using the straight-line method over the asset’s estimated useful life as follows: 30-40 years for the building, 5-15 years for building and land improvements, and 3-8 years for furniture, fixtures and equipment. Amortization expense relates to the Company’s identifiable intangible assets and consists of the value of in-place leases and a real estate tax abatement. The Company’s intangible assets are amortized using the straight-line method, with in-place leases amortized over the remaining non-cancelable term of the respective leases, which is on average six months, and the real estate tax abatement amortized over its remaining life of 159 months. (e) Represents interest expense for the Property acquisition estimated to have been incurred on the $57.5 million senior loan, which bears interest at a fixed rate of 4.98% and matures in October 2035. Interest expense is calculated as if the senior loan was entered into on January 1, 2024. Interest expense also includes deferred financing costs which are recognized at acquisition and amortized using the straight-line method over the remaining life of the senior loan. Interest expense does not include any amounts related to borrowings through the KeyBank Credit Facility as borrowings are assumed to have been made on January 1, 2024 and repaid in full one year from the date of funding due to certain minimum paydown requirements, and timing of such paydowns, pursuant to the terms of the KeyBank Credit Facility. The mortgage balance assumed in the pro forma balance sheet is presented at fair value less unamortized deferred financing costs. (f) Earnings per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical earnings per share amounts are the amounts reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2024

(In thousands, except share and per share amounts)

				Pro Forma Adjustments
	Bluerock Homes Trust, Inc. Historical (a)			Skytop Apartments (b)			Pro Forma Total
Revenues
Rental and other property revenues	$	48,584		$	4,098		$	52,682
Interest income from loan investments		1,630			—			1,630
Total revenues		50,214			4,098			54,312
Expenses
Property operating		24,144			1,971			26,115
Property management and asset management fees		4,715			279	(c)		4,994
General and administrative		10,592			—			10,592
Management fees to related party		9,111			—			9,111
Acquisition and other transaction costs		255			—			255
Weather-related losses, net		170			—			170
Depreciation and amortization		19,940			4,912	(d)		24,852
Total expenses		68,927			7,162			76,089
Other income (expense)
Other income, net		330			—			330
Income from preferred equity investments		11,937			—			11,937
Recovery of credit losses, net		93			—			93
Gain on sale and impairment of real estate investments, net		7,081			—			7,081
Loss on extinguishment of debt costs		(151	)		—			(151	)
Interest expense, net		(18,092	)		(4,031	)(e)		(22,123	)
Interest income		5,424			—			5,424
Total other income (expense)		6,622			(4,031	)		2,591
Net loss		(12,091	)		(7,095	)		(19,186	)
Preferred stock dividends		(4,022	)		—			(4,022	)
Preferred stock accretion		(244	)		—			(244	)
Net loss attributable to noncontrolling interests
Operating partnership units		9,232			4,858			14,090
Partially owned properties		2,891			—			2,891
Net loss attributable to noncontrolling interests		12,123			4,858			16,981
Net loss attributable to common stockholders	$	(4,234	)	$	(2,237	)	$	(6,471	)
Loss per common share (f)
Net loss per common share – Basic	$	(1.10	)				$	(1.68	)
Net loss per common share – Diluted	$	(1.10	)				$	(1.68	)
Weighted average basic common shares outstanding		3,856,162						3,856,162
Weighted average diluted common shares outstanding		3,856,162						3,856,162
Other comprehensive loss
Unrealized loss on available for sale investments	$	(527	)	$	—		$	(527	)
Less unrealized loss attributable to Operating partnership units		363			—			363
Other comprehensive loss attributable to common stockholders		(164	)		—			(164	)
Comprehensive loss attributable to noncontrolling interests		12,486			4,858			17,344
Comprehensive loss attributable to common stockholders	$	(4,398	)	$	(2,237	)	$	(6,635	)

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2024

(a) Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. (b) Represents adjustments to the Company’s historical operations to give effect to the purchase of the Property on September 29, 2025 as if the Property had been acquired on January 1, 2024. The Company considers a property stabilized upon attainment of 90.0% physical occupancy. As the Property did not achieve 90.0% occupancy as of December 31, 2024, adjustments were made using the Property’s historical operations under lease-up. Pro forma adjustments to the Company’s historical results for the year ended December 31, 2024 include adjustments to the following: property management and asset management fees, depreciation and amortization, interest expense, and the operating partnership units’ interest. The property’s actual results of operations (historical operations for the year ended December 31, 2024) for rental and other property revenues and property operating expenses reflect the Property’s actual results of operations under lease-up and have not been adjusted. (c) Represents property management and asset management fees estimated to have been incurred for the Property. Property management fees shall be calculated at the greater of (i) 2.50% of monthly property revenues, and (ii) $8,500 per month. The Company calculated the property management fees at 2.50% of monthly property revenues. Asset management fees are calculated at 0.20% per annum of the $88.5 million purchase price, which is due to BR Skytop DST Manager, LLC for providing management and supervisory services in connection with the Property. BR Skytop DST Manager, LLC is a related party of the Company, but it is not within the Company’s control and is not consolidated in the Company’s financial statements. (d) Represents depreciation and amortization expense adjustment to historical results for the year ended December 31, 2024 based on the allocation of the purchase price. Depreciation expense is calculated using the straight-line method over the asset’s estimated useful life as follows: 30-40 years for the building, 5-15 years for building and land improvements, and 3-8 years for furniture, fixtures and equipment. Amortization expense relates to the Company’s identifiable intangible assets and consists of the value of in-place leases and a real estate tax abatement. The Company’s intangible assets are amortized using the straight-line method, with in-place leases amortized over the remaining non-cancelable term of the respective leases, which is on average six months, and the real estate tax abatement amortized over its remaining life of 159 months. (e) Represents interest expense for the Property acquisition estimated to have been incurred on (i) the $57.5 million senior loan, which bears interest at a fixed rate of 4.98% and matures in October 2035, and (ii) the borrowings of $22.0 million through the KeyBank Credit Facility, which bears interest per annum, at the Company’s option, at SOFR (Daily Simple or Term) plus 3.60% or the base rate plus 2.50%, and matures one-year from the date of funding, subject to certain minimum paydowns, and timing of such paydowns, pursuant to the terms of the KeyBank Credit Facility. Interest expense is calculated as if the senior loan was entered into, and borrowings through the KeyBank Credit Facility were made, on January 1, 2024. Interest expense also includes deferred financing costs which are recognized at acquisition and amortized using the straight-line method over the remaining life of the senior loan. The senior loan balance assumed in the pro forma balance sheet is presented at fair value less unamortized deferred financing costs. (f) Earnings per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical earnings per share amounts are the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of earnings 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 3, 2025	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.		Exhibit
23.1		Consent of Plante Moran, PC

Filing Compare · Bluerock Homes Trust, Inc.