Bluerock Homes Trust Inc.

04/03/2026 | Press release | Distributed by Public on 04/03/2026 11:48

Private Placement (Form 8-K)

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Annual Long-Term Equity Incentive Grants to Certain Employees of Manager

On April 1, 2026, Bluerock Homes Trust, Inc., a Maryland corporation (the "Company") issued an aggregate of 108,699 long-term incentive plan units ("LTIP Units") in the Company's operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the "Operating Partnership"), pursuant to the Company's Amended and Restated Equity Incentive Plan for Individuals (the "Individuals Plan"), allocated among certain of the executive management team of the Company's manager, Bluerock Homes Manager, LLC (the "Manager") and certain personnel who provide other services to the Manager,as an annual long-term equity incentive grant for services provided in such capacities for the fiscal year ended December 31, 2025 (together, the "Annual LTIP Grant"). The LTIP Unitsissued in connection with the Annual LTIP Grant are evidenced by LTIP Unit Vesting Agreements.

Also on April 1, 2026, the Company issued an aggregate of 84,055 shares of the Company's Class A common stock ("Class A Common Stock") as restricted stock grants ("RSGs") pursuant to the Individuals Plan, allocated among certain personnel who provide other services to the Manager, as an annual long-term equity incentive grant for services provided in such capacities for the fiscal year ended December 31, 2025 (together, the "Annual RSG Grant"). The shares of Class A Common Stock issued in connection with the Annual RSG Grant are evidenced by Restricted Stock Vesting Agreements.

The issuances of LTIP Unitsas the Annual LTIP Grant and Class A Common Stock as the Annual RSG Grant were made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder for transactions not involving any public offering. No general solicitation or advertising occurred in connection with the issuance and sale of these securities. Such LTIP Unitsand shares of Class A Common Stock will vest ratably on an annual basis over a three-year period from April 1, 2026. Once vested, the LTIP Units may convert to limited partnership interests of 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 Company's option and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of Class A Common Stock on a one-for-one basis. From the date of grant, the holders will be entitled to receive distributions with respect to such LTIP Units, and distributions with respect to such shares of Class A Common Stock, in each case whether or not vested, at the time distributions are paid to the holders of the Company's Class A Common Stock.

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