Form 8-K

8-K — Bluerock Homes Trust, Inc.

Accession: 0001104659-26-117412

Filed: 2026-10-20

Period: 2026-10-14

CIK: 0001903382

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

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0001903382

2026-10-14

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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): October 14, 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 ILE Units

Prior to 2026, Bluerock Homes

Trust, Inc., a Maryland corporation (the “Company”), entered into a joint venture with an unaffiliated third party to acquire

single-family residential units located in Texas and the Southeast United States, collectively known as the ILE portfolio. The Company

holds a 95% interest in the joint venture.

During the period of January 1, 2026 through October 14, 2026, the

Company completed the disposition of its interest in an aggregate of 31 single-family residential units within the ILE portfolio. The

dispositions were made to unaffiliated third parties pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The aggregate sales price for the 31 units was approximately $6.6 million, subject to certain closing costs, prorations and adjustments

typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering certain of the units,

aggregate net proceeds to the Company were approximately $2.0 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 single-family residential units within the ILE portfolio, which the Company

consolidated, and includes pro forma information for the transactions described below. The unaudited pro forma financial information gives

effect to:

(1) The Company’s disposition of its interests in an aggregate of 31 units within the ILE portfolio

to unaffiliated third parties as follows: the disposition of (i) 29 units during the six months ended June 30, 2026 and (ii) 2 units during

the period of July 1, 2026 through October 14, 2026. The pro forma financial information presented herein does not give effect to the

subsequent reinvestment of the net proceeds from such dispositions.

The pro forma condensed consolidated

balance sheet as of June 30, 2026 assumes that the disposition of the 2 units during the period of July 1, 2026 through October 14, 2026

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 the aggregate

31 units 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 the aggregate

31 units 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)

ILE

Unit Sales

(b)

Pro Forma

Total

ASSETS

Net real estate investments

Land

$ 116,033

$ —

$ 116,033

Buildings and improvements

731,777

—

731,777

Furniture, fixtures and equipment

29,766

—

29,766

Construction in process

15,294

—

15,294

Total gross operating real estate investments

892,870

—

892,870

Accumulated depreciation

(74,495 )

—

(74,495 )

Total net operating real estate investments

818,375

—

818,375

Operating real estate held for sale, net

18,382

(404 )

17,978

Total net real estate investments

836,757

(404 )

836,353

Cash and cash equivalents

172,107

114

172,221

Restricted cash

22,679

—

22,679

Investment in unconsolidated real estate fund

25,805

—

25,805

Accounts receivable, prepaids and other assets, net

28,731

—

28,731

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

—

TOTAL ASSETS

$ 1,147,491

$ (290 )

$ 1,147,201

LIABILITIES AND EQUITY

Mortgages payable

$ 421,919

$ (340 )

$ 421,579

Accounts payable

1,100

—

1,100

Other accrued liabilities

21,837

(1 )

21,836

Due to affiliates

7,341

—

7,341

Distributions payable

2,600

—

2,600

Liabilities associated with operating real estate held for sale

110

(5 )

105

Total Liabilities

454,907

(346 )

454,561

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

—

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 )

(649 )

Accumulated other comprehensive income

—

Total Stockholders’ Equity

120,949

121,037

Noncontrolling Interests

Operating partnership units

276,722

—

276,722

Partially-owned properties

139,175

(32 )

139,143

Total Noncontrolling Interests

415,897

(32 )

415,865

Total Equity

536,846

536,902

TOTAL LIABILITIES AND EQUITY

$ 1,147,491

$ (290 )

$ 1,147,201

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 of its interest in 2 units within the ILE portfolio that occurred during the period of July 1, 2026 through October 14, 2026 which were included in the Company’s historical consolidated balance sheet. The dispositions of the ILE units were to unaffiliated third parties. The pro forma financial information does not reflect the subsequent reinvestment of the net proceeds from such dispositions. 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

Trust, Inc.

Historical

(a)

ILE

Unit Sales

(b)

Pro

Forma

Total

Revenues

Rental and other property revenues

$ 39,028

$ (56 )

$ 38,972

Total revenues

39,028

(56 )

38,972

Expenses

Property operating

18,853

(32 )

18,821

Property management and asset management fees

2,895

(13 )

2,882

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

(23 )

16,718

Total expenses

51,651

(68 )

51,583

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

(189 )

713

Loss on extinguishment of debt costs

(37 )

—

(37 )

Interest expense, net

(12,969 )

(12,957 )

Interest income

2,540

—

2,540

Total other expense

(6,557 )

(177 )

(6,734 )

Loss before income taxes

(19,180 )

(165 )

(19,345 )

Income tax expense

(76 )

—

(76 )

Net loss

(19,256 )

(165 )

(19,421 )

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

109

15,884

Partially-owned properties

4,458

4,466

Net loss attributable to noncontrolling interests

20,233

117

20,350

Net loss attributable to common stockholders

$ (6,915 )

$ (48 )

$ (6,963 )

Loss per common share (c)

Net loss per common share – Basic

$ (1.80 )

$ (1.81 )

Net loss per common share – Diluted

$ (1.80 )

$ (1.81 )

Weighted average basic common shares outstanding

3,919,843

Weighted average diluted common shares outstanding

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

—

Comprehensive loss attributable to noncontrolling interests

20,144

117

20,261

Comprehensive loss attributable to common stockholders

$ (6,876 )

$ (48 )

$ (6,924 )

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 of its interest in an aggregate of 31 units within the ILE portfolio that occurred during the period of January 1, 2026 through October 14, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the ILE units were to unaffiliated third parties. 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)

ILE

Unit Sales

(b)

Pro

Forma

Total

Revenues

Rental and other property revenues

$ 68,136

$ (640 )

$ 67,496

Interest income from loan investments

598

—

598

Total revenues

68,734

(640 )

68,094

Expenses

Property operating

33,185

(395 )

32,790

Property management and asset management fees

5,372

(140 )

5,232

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

—

Impairment of real estate investments

5,905

(1,050 )

4,855

Depreciation and amortization

29,418

(266 )

29,152

Total expenses

96,077

(1,851 )

94,226

Other (expense) income

Other expense, net

(139 )

—

(139 )

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 )

(25 )

Interest expense, net

(23,988 )

208

(23,780 )

Interest income

5,258

(2 )

5,256

Total other expense

(3,623 )

208

(3,415 )

Loss before income taxes

(30,966 )

1,419

(29,547 )

Income tax expense

(1,632 )

—

(1,632 )

Net loss

(32,598 )

1,419

(31,179 )

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

(932 )

24,865

Partially-owned properties

9,051

(71 )

8,980

Net loss attributable to noncontrolling interests

34,848

(1,003 )

33,845

Net loss attributable to common stockholders

$ (11,491 )

$ 416

$ (11,075 )

Loss per common share (c)

Net loss per common share – Basic

$ (3.02 )

$ (2.92 )

Net loss per common share – Diluted

$ (3.02 )

$ (2.92 )

Weighted average basic common shares outstanding

3,889,301

Weighted average diluted common shares outstanding

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

(1,003 )

33,452

Comprehensive loss attributable to common stockholders

$ (11,316 )

$ 416

$ (10,900 )

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)

(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 20, 2026

By:

/s/ Christopher J. Vohs

Christopher J. Vohs

Chief Financial Officer and Treasurer

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dei_EntityFileNumber

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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dei_EntityIncorporationStateCountryCode

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Data Type:

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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