Bluerock Homes Trust, Inc.

false 0001903382 0001903382 2026-05-27 2026-05-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): May 27, 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 Golden Pacific 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 Indiana, Kansas and Missouri, collectively known as the Golden Pacific portfolio. The Company holds a 97% interest in the joint venture. During the period of January 1, 2026 through May 27, 2026, the Company completed the disposition of its interest in an aggregate of 35 single-family residential units within the Golden Pacific 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 35 units was approximately $9.0 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, with aggregate net proceeds to the Company of approximately $8.1 million. ITEM 9.01 FINANCIAL STATEMENTS (a) Pro Forma Financial Information Bluerock Homes Trust, Inc. Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026 (unaudited) Notes to Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026 (unaudited) Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 (unaudited) Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three months ended March 31, 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 three months ended March 31, 2026 (unaudited), and the related notes thereto. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, and the unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 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 Golden Pacific 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 35 units within the Golden Pacific portfolio to unaffiliated third parties as follows: the disposition of (i) 19 units during the quarter ended March 31, 2026, and (ii) 16 units during the period of April 1, 2026 through May 27, 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 March 31, 2026 assumes that the disposition of the 16 units during the period of April 1, 2026 through May 27, 2026 referred to above occurred on March 31, 2026. The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2026 assumes that the disposition of the aggregate 35 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 35 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