Form 8-K

8-K — Bluerock Homes Trust, Inc.

Accession: 0001104659-26-093404

Filed: 2026-08-10

Period: 2026-08-07

CIK: 0001903382

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2622719d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2622719d1_ex10-1.htm)

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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): August

7, 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/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 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously disclosed 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 (the “Original

Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the

“Operating Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the

“Manager”), pursuant to which the Manager administers the business activities and day-to-day operations of the Company. As

previously disclosed in the Form 8-K filed with the SEC on January 12, 2023, on January 10, 2023, the Company, the Operating Partnership

and the Manager entered into an Amendment to the Original Management Agreement (the “First Amendment”), and as previously

disclosed in the Form 8-K filed with the SEC on March 6, 2025, on February 28, 2025, the Company, the Operating Partnership and the Manager

entered into a Second Amendment to the Original Management Agreement (the “Second Amendment,” and together with the Original

Management Agreement and the First Amendment, the “Management Agreement”).

On August

7, 2026, the board of directors of the Company (the “Board”), including its independent directors, approved the further

amendment of the Management Agreement pursuant to that certain Third Amendment to Management Agreement dated August

7, 2026 (the “Third Amendment”). Pursuant to the Third Amendment, the definition of “Investment Transaction”

as set forth in Section 1(a) of the Agreement specifies that for purposes of the Investment Guidelines, an Investment Transaction shall

include a Financing Transaction.

The Board, including its

independent directors, authorized and approved the entry by the Company into the Third Amendment and found the terms of the Third Amendment

to be fair, competitive and commercially reasonable and no less favorable to the Company than similar agreements between unaffiliated

parties under the same circumstances. Except as amended by the Third Amendment, the terms of the Management Agreement are identical to

those of the Management Agreement previously in effect.

The foregoing description

of the Third Amendment is a summary and is qualified in its entirety by the terms of the Second Amendment, a copy of which is filed as

Exhibit No. 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.

Description

10.1

Third Amendment to Management Agreement, dated August 7, 2026, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P.

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

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 hereunto

duly authorized.

BLUEROCK HOMES TRUST, INC.

Date: August 10, 2026

By:

/s/ Christopher J. Vohs

Christopher J. Vohs

Chief Financial Officer and Treasurer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2622719d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

THIRD AMENDMENT TO

MANAGEMENT AGREEMENT

This Third Amendment to Management

Agreement (this “Third Amendment”) is adopted, executed and agreed to as of August 7, 2026, by and among Bluerock Homes

Trust, Inc., a Maryland corporation (the “Company”), Bluerock Residential Holdings, LP, a Delaware limited partnership

(the “Operating Partnership”), and Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”).

Undefined terms used herein shall have the meaning ascribed to them in the Management Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Company,

the Operating Partnership and the Manager are parties to that certain Management Agreement dated October 5, 2022, 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 (collectively, the “Management Agreement”), a copy of which is attached hereto as Exhibit A, pursuant to

which the Manager is entitled to certain fees in exchange for providing to the Company and the Operating Partnership potential investment

opportunities and a continuing and suitable investment program consistent with the investment objectives and policies of the Company,

and to reimbursement by the Company for certain costs and expenses incurred by the Manager on behalf of the Company.

NOW, THEREFORE, in

consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:

1. The

definition of “Investment Transaction” as set forth in Section 1(a) of the Agreement is hereby deleted in its entirety and

replaced with the following:

“Investment Transaction”

means any purchase, acquisition, exchange, sale or disposition, merger or interest exchange that results in the acquisition or disposition

of, or other transaction involving, an Investment. For purposes of the Investment Guidelines, an “Investment Transaction”

shall include a “Financing Transaction” (and include, without limitation, any guarantees or indemnities in connection therewith).

2. All

other provisions of the Management Agreement, as hereby amended, except as superseded by or inconsistent with this Third Amendment, shall

continue to be in full force and effect.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties

hereto have executed this Third Amendment effective as of the date first set forth above.

BLUEROCK HOMES TRUST, INC.,

a Maryland corporation

By:

/s/ Jordan Ruddy

Name:

Jordan Ruddy

Title:

President

BLUEROCK RESIDENTIAL HOLDINGS, LP,

a Delaware limited partnership

By: Bluerock Homes Trust, Inc.,

its General Partner

By:

/s/ Jordan Ruddy

Name:

Jordan Ruddy

Title:

President

BLUEROCK HOMES MANAGER, LLC,

a Delaware limited liability company

By: Bluerock Real Estate, L.L.C.

its Manager

By:

/s/ Jordan Ruddy

Name:

Jordan Ruddy

Title:

Authorized Signatory

EXHIBIT A

Management Agreement

[SEE ATTACHED]

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