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What changed in Bluerock Homes Trust, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bluerock Homes Trust, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+517 added−477 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-20)

Top changes in Bluerock Homes Trust, Inc.'s 2025 10-K

517 paragraphs added · 477 removed · 375 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSummary of Investments and Dispositions The following table presents a summary of our real estate investments during the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment Name Location / Market Date of Investment Ownership Interest Number of Units 2023 Savannah-84 Savannah, GA February 23, 2023 100 % 18 Willow Park (1) Willow Park, TX October 26, 2023 — ​ 58 Chandler (2) Chandler, AZ November 15, 2023 — 208 Abode Wendell Falls (3) Wendell, NC December 20, 2023 100 % 170 The Woods at Forest Hill (4) Forest Hill, TX December 28, 2023 — ​ 76 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Wayford at Pringle (5) ​ Charlotte, NC ​ January 10, 2024 ​ — ​ 102 Villas at Huffmeister ​ Houston, TX ​ March 25, 2024 ​ 95 % 294 Indigo Cove (2) ​ Bluffton, SC ​ June 27, 2024 ​ — ​ 82 Avenue at Timberlin Park ​ Jacksonville, FL ​ July 31, 2024 ​ 100 % 200 Amira at Westly (6) ​ Tampa, FL ​ October 31, 2024 ​ 93 % 408 Allure at Southpark ​ Charlotte, NC ​ December 6, 2024 ​ 98 % 350 River Ford (2) ​ Brunswick, GA ​ December 6, 2024 ​ — ​ 170 Canvas at Wildwood (2) ​ Wildwood, FL ​ December 11, 2024 ​ — ​ 224 (1) Our investment in Willow Park is through a loan provided to an unaffiliated third party.
Biggest changeSummary of Investments and Dispositions The following table presents a summary of our real estate investments during the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment Name ​ ​ ​ Location ​ ​ ​ Date of Investment ​ ​ ​ Ownership Interest ​ ​ ​ Number of Units 2024 ​ ​ ​ ​ Wayford at Pringle (1) Charlotte, NC January 10, 2024 — ​ 102 Villas at Huffmeister Houston, TX March 25, 2024 95 % 294 Indigo Cove (2) Bluffton, SC June 27, 2024 — ​ 82 Avenue at Timberlin Park Jacksonville, FL July 31, 2024 100 % 200 Amira at Westly (3) Tampa, FL October 31, 2024 — ​ 408 Allure at Southpark ​ Charlotte, NC ​ December 6, 2024 ​ 98 % 350 River Ford (4) ​ Brunswick, GA ​ December 6, 2024 ​ — ​ 170 Canvas at Wildwood (4) ​ Wildwood, FL ​ December 11, 2024 ​ — ​ 224 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ Marble Capital Income & Impact Fund, LP (5) ​ N/A ​ April 25, 2025 ​ — ​ — Southern Pines Reserve (6) ​ Aberdeen, NC ​ April 28, 2025 ​ 22 % 272 Sanford Marketplace (4) ​ Sanford, NC ​ June 30, 2025 ​ — ​ 300 Skytop Apartments (6) ​ Cincinnati, OH ​ September 29, 2025 ​ 3 % 361 Harmony at Clear Creek (7) ​ Shawnee, KS ​ September 30, 2025 ​ 85 % 188 Parkside at Summers Corner (8) ​ Summerville, SC ​ November 26, 2025 ​ 100 % 12 District at Parkview (6) ​ Stone Mountain, GA ​ December 18, 2025 ​ 69 % 264 Archer at RiverBlue (9) ​ Asheville, NC ​ December 19, 2025 ​ — ​ 245 (1) Our investments in Wayford at Pringle, which were held through a loan and preferred equity interests, were subsequently concluded.
We intend to continue to focus on demographically attractive growth markets, which we define as markets with strong employment drivers in industries creating high disposable income jobs over the long term.
Focus on Growth Markets. We intend to continue to focus on demographically attractive growth markets, which we define as markets with strong employment drivers in industries creating high disposable income jobs over the long term.
Industry Segments We own and operate residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. We view our residential real estate assets as two reportable segments, consisting of (i) scattered single-family homes, and (ii) residential communities.
Industry Segments We own and operate residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. We view our residential real estate assets as two reportable segments, consisting of (i) residential communities, and (ii) scattered single-family homes.
To that end, our Manager or its affiliates have undertaken various initiatives, including the following: ● implementing an Environmental, Social, and Corporate Governance Initiative to codify and disclose its commitment to good corporate citizenship, including the appointment of an internal corporate responsibility committee in support of its ongoing 10 Table of Contents commitment to sustainability, health and safety, corporate social responsibility, corporate governance, and other public policy matters; ● providing department-specific training, access to online training seminars and opportunities to participate in industry conferences; ● providing annual reviews and regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints; ● providing family leave, for example, for the birth or adoption of a child, as well as sick leave; ● focusing on creating a workplace that values employee health and safety; ● committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act; and ● recognizing the importance and contributions of a diverse workforce, with an appreciation for the unique perspectives and insights offered by diverse backgrounds.
To that end, our Manager or its affiliates have undertaken various initiatives, including the following: ● implementing an Environmental, Social, and Corporate Governance Initiative to codify and disclose its commitment to good corporate citizenship, including the appointment of an internal corporate responsibility committee in support of its ongoing commitment to sustainability, health and safety, corporate social responsibility, corporate governance, and other public policy matters; ● providing department-specific training, access to online training seminars and opportunities to participate in industry conferences; ● providing annual reviews and regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints; ● providing family leave, for example, for the birth or adoption of a child, as well as sick leave; ● focusing on creating a workplace that values employee health and safety; ● committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act; and ● recognizing the importance and contributions of a diverse workforce, with an appreciation for the unique perspectives and insights offered by diverse backgrounds.
The current term of our Management Agreement expires October 6, 2025 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement. The Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making real estate investments on our behalf.
The current term of our Management Agreement expires October 6, 2026 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement. The Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making real estate investments on our behalf.
Item 1. Business Organization Bluerock Homes Trust, Inc. (“Bluerock Homes,” “the Company,” “we,” “us,” or “our”) was incorporated on December 16, 2021 under the laws of the state of Maryland. We have elected to be taxed and have qualified as a real estate investment trust (“REIT”) for federal income tax purposes beginning with our taxable year ended December 31, 2022.
Item 1. Business Organization Bluerock Homes Trust, Inc. (“Bluerock Homes,” “the Company,” “we,” “us,” or “our”) was incorporated on December 16, 2021 under the laws of the state of Maryland. We have elected to be taxed and currently qualify as a real estate investment trust (“REIT”) for federal income tax purposes beginning with our taxable year ended December 31, 2022.
Copies of our filings with the SEC may be obtained from the SEC’s website at www.sec.gov , or downloaded from our website at www.bluerockhomes.com, as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC. Access to these filings is free of charge. 11 Table of Contents
Copies of our filings with the SEC may be obtained from the SEC’s website at www.sec.gov , or downloaded from our website at www.bluerockhomes.com, as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC. Access to these filings is free of charge.
We believe that we have all permits and approvals necessary under current law to operate our investments. Environmental As an owner of real estate, we are subject to various environmental laws of federal, state and local governments.
We believe that we have all permits and approvals necessary under current law to operate our investments. 10 Table of Contents Environmental As an owner of real estate, we are subject to various environmental laws of federal, state and local governments.
Our value-add strategy focuses on working with our local experts to reposition residential rental communities and drive rent growth and expand margins, increasing net operating income (“NOI”) and maximizing our return on investment. ● Income and Appreciation.
Our value-add strategy focuses on working with our local experts to reposition residential rental communities and drive rent growth and expand margins, increasing net operating income (“NOI”) and maximizing our return on investment. ● Invest-to Own.
Our network enables us to diversify across multiple markets and multiple strategies efficiently, without the logistical burden and time delay of building operating infrastructure in multiple markets and across multiple investment strategies. Harvest and Redeploy Capital Selectively.
Our network enables us to diversify across multiple markets and multiple strategies efficiently, without the logistical burden and time delay of building operating infrastructure in multiple markets and across multiple investment strategies. 7 Table of Contents Harvest and Redeploy Capital Selectively.
Substantially all our business is conducted through our Operating Partnership, of which we are the sole general partner. The principal executive offices of our Company and the Manager are located at 919 Third Avenue, 40 th Floor, New York, New York 10022.
Substantially all our business is conducted through our Operating Partnership, of which we are the sole general partner. The principal executive offices of our Company and the Manager are located at 919 Third Avenue, 40 th Floor, New York, New York 10022. Our telephone number is (212) 843-1601.
We invest in well-located institutional residential properties with strong and stable cash flows in demographically attractive knowledge economy growth markets where we believe there exists significant potential for medium-term capital appreciation through renovation or redevelopment, to reposition the asset and drive future rental growth. ● Invest-to Own.
We invest in well-located institutional residential properties with strong and stable cash flows in demographically attractive knowledge economy growth markets where we believe there exists significant potential for medium-term capital appreciation through renovation or redevelopment, to reposition the asset and drive future rental growth. ● Value-Add Renovation . We see significant potential for capital appreciation through renovation of existing assets.
Employment growth is highly correlated with institutional property demand; therefore, we believe that selecting markets with job growth significantly above the national average will provide high potential for increased rental demand leading to revenue growth and attractive risk-adjusted returns. Implement our Value Creation Strategies.
Employment growth is highly correlated with institutional property demand; therefore, we believe that selecting markets with job growth significantly above the national average will provide high potential for increased rental demand leading to revenue growth and attractive risk-adjusted returns. Implement our Live/Work/Play Initiatives.
Business and Growth Strategies Our principal business objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of institutional residential properties including single-family homes, build-to-rent communities, and other residential communities, located across a diverse group of growth markets.
For more information regarding our investments, see “Item 2. Investments”. Business and Growth Strategies Our principal business objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located across a diverse group of growth markets.
(2) Our investment in the portfolio, which was through a preferred equity investment with an unaffiliated third party, was fully redeemed in 2024 as units collateralizing our investment (such units collectively known as “Peak Housing”) were sold. Refer to Note 7 of our consolidated financial statements for further information.
(2) Our investment in the portfolio, which was held through preferred equity interests, was fully redeemed as units collateralizing our investment (such units collectively known as “Peak Housing”) were sold. Refer to Note 8 of our consolidated financial statements for further information.
When determining the amount of future distributions, we expect that our Board will consider, among other factors, (i) the amount of cash generated from our operating activities, (ii) our expectations of future operating cash flows, (iii) our determination of near-term cash needs for acquisitions of new properties, development investments, general property capital improvements and debt repayments, (iv) our ability to continue to access additional sources of capital, (v) the requirements of Maryland law, (vi) the amount required to be distributed to maintain our qualification as a REIT and to reduce any income and excise taxes that we otherwise would be required to pay and (vii) any limitations on our distributions contained in our credit or other agreements. 9 Table of Contents Holders of shares of the Series A Preferred Stock will be entitled to receive, when and as authorized by our Board and declared by us out of legally available funds, cumulative cash dividends on each share of Series A Preferred Stock at an annual rate of six percent (6.0%) of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $1.50 per share) (the “Series A Preferred Regular Dividends”).
When determining the amount of future distributions, we expect that our Board will consider, among other factors, (i) the amount of cash generated from our operating activities, (ii) our expectations of future operating cash flows, (iii) our determination of near-term cash needs for acquisitions of new properties, development investments, general property capital improvements and debt repayments, (iv) our ability to continue to access additional sources of capital, (v) the requirements of Maryland law, (vi) the amount required to be distributed to maintain our qualification as a REIT and to reduce any income and excise taxes that we otherwise would be required to pay and (vii) any limitations on our distributions contained in our credit or other agreements.
To satisfy the requirements for qualification as a REIT and generally not be subject to federal income and excise tax, we intend to make regular distributions of all or substantially all our REIT taxable income, determined without regard to dividends paid, to our stockholders out of assets legally available for such purposes.
The Code generally requires that a REIT annually distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, and imposes tax on any taxable income retained by a REIT, including capital gains. 9 Table of Contents To satisfy the requirements for qualification as a REIT and generally not be subject to federal income and excise tax, we intend to make regular distributions of all or substantially all our REIT taxable income, determined without regard to dividends paid, to our stockholders out of assets legally available for such purposes.
By implementing our investment strategies and our institutional-quality management, we expect to be able to achieve sustainable long-term growth in both our funds from operations (“FFO”) and net asset value (“NAV”). Value Creation Execution. We acquire residential rental properties with potential for long-term value creation for our stockholders.
Our current investment strategy is focused on growing our portfolio of residential communities. By implementing our investment strategies and our institutional-quality management, we expect to be able to achieve sustainable long-term growth in both our funds from operations (“FFO”) and net asset value (“NAV”). 6 Table of Contents Value Creation Execution.
Refer to Note 3 of our consolidated financial statements for further information. ​ The following table presents a summary of our loan payoff, real estate sales, and redemptions of preferred equity investments during the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership ​ ​ ​ ​ ​ ​ Date of Payoff, Sale ​ Interest in ​ Number Investment Name Location / Market or Redemption (1) Property of Units 2023 ​ ​ ​ ​ ​ ​ ​ ​ Golden Pacific ​ IN / MO ​ Various ​ 97 % 2 Peak Housing (2) ​ IN / MO / TX ​ Various ​ — ​ 196 Peak JV 2 ​ Various / TX ​ Various ​ 80 % 12 Peak JV 3 ​ Dallas-Fort Worth, TX ​ Various ​ 56 % 39 Willow Park (3) ​ Willow Park, TX ​ October 26, 2023 ​ — ​ 46 The Cottages at Warner Robins (3) ​ Warner Robins, GA ​ December 15, 2023 ​ — ​ 251 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ILE ​ TX / SE US ​ Various ​ 95 % 4 Indy-Springfield ​ IN / MO ​ Various ​ 100 % 11 Peak Housing (2) ​ IN / MO / TX ​ Various ​ — ​ 452 Peak JV 2 ​ Various / TX ​ Various ​ 80 % 23 Peak JV 3 ​ Dallas-Fort Worth, TX ​ Various ​ 56 % 60 The Woods at Forest Hill (4) ​ Forest Hill, TX ​ Various ​ — ​ 76 Navigator Villas (5) ​ Pasco, WA ​ August 7, 2024 ​ 100 % 176 (1) For those dates where “Various” is listed, units were sold from the respective portfolios on various dates throughout that specified year.
Refer to Note 8 of our consolidated financial statements for further information. 8 Table of Contents The following table presents a summary of our real estate sales, redemptions of preferred equity interests, and loan payoffs during the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date of Payoff, Sale ​ Ownership ​ Number Investment Name ​ ​ ​ Location / Market ​ ​ ​ or Redemption (1) ​ ​ ​ Interest ​ ​ ​ of Units 2024 ​ ​ ​ ​ ​ ​ ​ ​ ILE ​ TX / SE US ​ Various ​ 95 % 4 Indy-Springfield ​ IN / MO ​ Various ​ 100 % 11 Peak Housing (2) ​ IN / MO / TX ​ Various ​ — ​ 452 Peak JV 2 ​ Various / TX ​ Various ​ 80 % 23 Peak JV 3 ​ Dallas-Fort Worth, TX ​ Various ​ 56 % 60 The Woods at Forest Hill (3) ​ Forest Hill, TX ​ Various ​ — ​ 76 Navigator Villas (4) ​ Pasco, WA ​ August 7, 2024 ​ 100 % 176 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ILE ​ TX / SE US ​ Various ​ 95 % 28 Indy-Springfield ​ IN / MO ​ Various ​ 100 % 19 Golden Pacific ​ IN / KS / MO ​ Various ​ 97 % 8 Peak JV 2 (5) ​ Various / TX ​ Various ​ 100 % 24 Peak JV 3 (5) ​ Dallas-Fort Worth, TX ​ Various ​ 100 % 48 Wayford at Pringle (6) ​ Charlotte, NC ​ Various ​ — ​ 102 Indigo Cove (7) ​ Bluffton, SC ​ April 11, 2025 ​ — ​ 82 The Cottages at Myrtle Beach (8) ​ Myrtle Beach, SC ​ April 23, 2025 ​ — ​ 294 Willow Park (9) ​ Willow Park, TX ​ May 16, 2025 ​ — ​ 58 The Cottages of Port St.
The twenty-three investments represent an aggregate of 5,087 residential units, comprised of 3,453 consolidated units, of which 170 units are under development, and 1,634 units through preferred equity and loan investments, which includes planned units and those under development.
The twenty-four consolidated and preferred equity investments represent an aggregate of 5,572 residential units, comprised of 4,423 consolidated units, of which 370 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development.
Operational PropTech solutions include focus on streamlining value-add initiatives, integrating smart-home technology, automating the lease process and providing robust and coordinated maintenance services. Invest in Institutional Residential Properties.
Operational PropTech solutions include focus on streamlining value-add initiatives, integrating smart-home technology, automating the lease process and providing robust and coordinated maintenance services. Invest in Institutional Residential Properties. We intend to continue to acquire institutional residential properties targeting the high disposable income renter by choice, where we believe we can create long-term value growth for our stockholders.
Available Information We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the SEC. We also have filed with the SEC registration statements on Form S-11 (File No. 333-269415) and Form S-8 (File No. 333-267764).
We also have filed with the SEC registration statements on Form S-11 (File No. 333-269415 and File No. 333 – 290772) and Form S-8 (File No. 333-267764 and File No. 333 – 288773).
Scattered single-family homes segment includes the acquisition, ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management. Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes.
Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas.
We utilize the following internal and external growth strategies to drive growth in FFO and NAV for our investors: ● Value-Add Renovation . We see significant potential for capital appreciation through renovation of existing assets.
We acquire residential rental properties with potential for long-term value creation for our stockholders. We utilize the following internal and external growth strategies to drive growth in FFO and NAV for our investors: ● Income and Appreciation.
We cannot assure you that we will generate sufficient cash flows to make distributions to our stockholders, or that we will be able to sustain those distributions.
For 2025, the common share dividend was paid on a quarterly basis at an annual dividend rate of $0.50 per common share. We cannot assure you that we will generate sufficient cash flows to make distributions to our stockholders, or that we will be able to sustain those distributions.
We received the final loan payoff amount in August 2024, and we received our final preferred equity redemption payment in November 2024. Refer to Note 6 and Note 7 of our consolidated financial statements for further information.
(3) We held two separate investments in The Woods at Forest Hill: (i) a loan investment which was fully paid off in August 2024, and (ii) preferred equity interests which were fully redeemed in November 2024. Refer to Note 6 and Note 8 of our consolidated financial statements for further information.
Our telephone number is (212) 843-1601. 6 Table of Contents Investments in Real Estate As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments.
Investments in Real Estate As of December 31, 2025, we held twenty-five real estate investments, consisting of nineteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment.
(5) Prior to the sale of Navigator Villas, we purchased our unaffiliated joint venture partner ’ s interest in the property, increasing our interest from 90% to 100%. Distribution Policy We intend to maintain our qualification as a REIT for federal income tax purposes.
(4) Prior to the sale of Navigator Villas, we purchased our unaffiliated joint venture partner’s interest in the property, increasing our interest from 90% to 100%. (5) In July 2025, we purchased the noncontrolling partner’s interest in each of the Peak JV 2 and Peak JV 3 portfolios, increasing our interest in each portfolio to 100%.
As of December 31, 2024, our consolidated operating investments were approximately 91.6% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 94.0% occupied. For more information regarding our investments, see “Item 2. Investments”.
As of December 31, 2025, our consolidated operating investments were approximately 90.9% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 93.0% occupied. Our current portfolio consists of two primary segments: (i) residential communities, such as apartments, townhouses, and duplexes, and (ii) scattered single-family homes.
Refer to Note 6 of our consolidated financial statements for further information. 8 Table of Contents (2) Our investment in the property is through a preferred equity investment with an unaffiliated third party. Refer to Note 7 of our consolidated financial statements for further information. (3) Abode Wendell Falls is a build-to-rent development project that commenced construction in 2024.
The Amira at Westly DST has been fully subscribed with equity from individual investors. (4) Our investment in the property is held through preferred equity interests. Refer to Note 8 of our consolidated financial statements for further information.
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We intend to continue to acquire institutional residential properties targeting the high disposable income renter by choice, where we believe we can create long-term value growth for our stockholders. 7 Table of Contents Focus on Growth Markets.
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Refer to the table below. (2) Our investment in Indigo Cove, which was held through preferred equity interests, was subsequently sold. Refer to the table below. (3) Amira at Westly is held through our DST Program (refer to Note 9 of our consolidated financial statements for further information).
Removed
We intend to continue to focus on creating value at our properties utilizing our Value-Add, Opportunistic and Invest-to-Own investment strategies in order to maximize our return on investment.
Added
(5) We acquired a limited partnership interest in Marble Capital Income & Impact Fund, LP (the “Marble Fund”), which is an unconsolidated real estate fund investment accounted for under the equity method. The Marble Fund owns a diversified portfolio of multifamily assets and build-to-rent multifamily investments located in the United States.
Removed
We work with each member of our network to evaluate property needs along with value-creation opportunities and create an asset-specific business plan to best position or reposition each property to drive rental growth and asset values.
Added
Refer to Note 7 of our consolidated financial statements for further information. (6) Southern Pines Reserve, Skytop Apartments and District at Parkview are held through our DST Program. The ownership interest presented represents our interest at December 31, 2025. Refer to Note 9 of our consolidated financial statements for further information.
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We then provide an aggressive asset management presence to manage our network partner and ensure execution of the plan, with the goal of driving rental growth and values. Implement our Live/Work/Play Initiatives.
Added
(7) Harmony at Clear Creek represents a development project with construction anticipated to commence in 2026. Harmony at Clear Creek is classified as a consolidated investment. (8) Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed.
Removed
Abode Wendell Falls is classified as a consolidated investment. (4) Our investment in The Woods at Forest Hill, which was through a loan provided to an unaffiliated third party, was fully paid off in 2024. Refer to the table below.
Added
Of the total 100 units that we have committed to acquire, 12 units had been acquired as of December 31, 2025. (9) We entered into a joint venture agreement and made a commitment to invest capital for preferred equity interests in Archer at RiverBlue. No capital had been funded as of December 31, 2025.
Removed
(5) Our investments in Wayford at Pringle are through a debt security investment and a loan investment, both made with an unaffiliated third party. Refer to Note 6 and Note 7 of our consolidated financial statements for further information. (6) Our investment in Amira at Westly is through a Delaware statutory trust.
Added
Lucie (8) ​ Port St. Lucie, FL ​ July 24, 2025 ​ — ​ 286 Chandler (8) ​ Chandler, AZ ​ November 17, 2025 — 208 (1) For those dates where “Various” is listed, units were sold from the respective portfolios, or our investments were concluded, on various dates throughout that specified year.
Removed
At December 31, 2024, we hold a 93% ownership interest in the property.
Added
(6) We held two separate investments in Wayford at Pringle: (i) a loan investment to an unaffiliated third party which was fully paid off in February 2025, and (ii) preferred equity interests which were sold to a joint venture in April 2025, with such joint venture including an affiliate of Bluerock Homes Manager, LLC (our external manager).
Removed
(3) Our investment in the property, which was through a preferred equity investment with an unaffiliated third party, was redeemed. (4) We held both a loan investment and a preferred equity investment with unaffiliated third parties in The Woods at Forest Hill.
Added
Refer to Note 6 and Note 8 of our consolidated financial statements for further information. (7) Our investment in Indigo Cove, which was held through preferred equity interests, was sold to a joint venture, with such joint venture including an affiliate of Bluerock Homes Manager, LLC. Refer to Note 8 of our consolidated financial statements for further information.
Removed
The Code generally requires that a REIT annually distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain, and imposes tax on any taxable income retained by a REIT, including capital gains.
Added
(8) Our investment in the property, which was held through preferred equity interests, was fully redeemed. Refer to Note 8 of our consolidated financial statements for further information. (9) Our investment in Willow Park, which was held through a loan, was fully paid off. Distribution Policy We intend to maintain our qualification as a REIT for federal income tax purposes.
Removed
On March 11, 2025, we declared quarterly cash dividends of $0.125 per share, or $0.50 per share annually, for our Class A common stock and Class C common stock for each quarter of fiscal year 2025. The common share dividends will be paid on a quarterly basis.
Added
Holders of shares of the Series A Preferred Stock will be entitled to receive, when and as authorized by our Board and declared by us out of legally available funds, cumulative cash dividends on each share of Series A Preferred Stock at an annual rate of six percent (6.0%) of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $1.50 per share) (the “Series A Preferred Regular Dividends”).
Removed
Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas. In addition, these residential communities typically have onsite property management.
Added
Holders of shares of the Series B Preferred Stock will be entitled to receive, when and as authorized by our Board and declared by us out of legally available funds, cumulative cash dividends on each share of Series B Preferred Stock at an annual rate of seven and a half percent (7.5%) of the $25.00 liquidation preference per share (equivalent to the fixed annual amount of $1.875 per share) (the “Series B Preferred Regular Dividends”).
Added
Cash dividends on each share of Series B Preferred Stock will begin accruing on, and will be cumulative from, the date of original issuance or the end of the most recent dividend period for which cash dividends on the Series B Preferred Stock have been paid on each such share, payable monthly in arrears on the 5 th day of each month to holders of record on the 25 th day of the prior month; provided, however, that any such cash dividend may vary among holders of Series B Preferred Stock and may be prorated with respect to any shares of Series B Preferred Stock that were outstanding less than the total number of days in the dividend period immediately preceding the applicable dividend payment date, with the amount of any such prorated dividend being computed on the basis of the actual number of days in such dividend period during which such shares of Series B Preferred Stock were outstanding.
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In addition, these residential communities typically have onsite property management.
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Scattered single-family homes segment includes the ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management. 11 Table of Contents Available Information We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the SEC.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA “Change of Control” is when after the initial issuance of the Series A Preferred Stock any of the following has occurred and is continuing: ● a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than our Company, its subsidiaries, and its and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of our common equity representing more than 50% of the total voting power of all outstanding shares of our common equity that are entitled to vote generally in the election of directors, with the exception of (A) the formation of a holding company, or (B) immediately prior to such transaction, such person or group, together with its or their related entities, including, without limitation, any trust established for the benefit of such person or any member of such group or any family member thereof (collectively, an “ Ownership Group ”), owned sufficient interests in the Operating Partnership such that the exercise by all or any members of such Ownership Group of the Common Unit Redemption Right (as defined in Section 8.04(a) of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended) with respect to such interests would result in all or any members of such Ownership Group (individually or collectively) becoming the direct or indirect beneficial owner of our common equity representing more than 50% of the total voting power of all outstanding shares of Voting Stock; ● consummation of any share exchange, consolidation or merger of our Company or any other transaction or series of transactions pursuant to which our common stock will be converted into cash, securities or other property, (1) other than any such transaction where the shares of our common stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the common stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction, and (2) expressly excluding any such transaction preceded by our Company’s acquisition of the capital stock of another company for cash, securities or other property, whether directly or indirectly through one of our subsidiaries, as a precursor to such transactions; or ● at least a majority of our Board ceases to be constituted of directors who were either (A) a member of our Board on October 6, 2022, for purposes of the Series A Preferred Stock, or (B) who became a member of our Board subsequent to such applicable date and whose appointment, election or nomination for election by our stockholders was duly approved by a majority of the Continuing Directors on our Board at the time of such approval, either by a specific vote or by approval of the proxy statement issued by our Company on behalf of our Board in which such individual is named as nominee for director (“Continuing Directors”).
Biggest changeThe mandatory redemption feature of each share of the Series A Preferred Stock or Series B Preferred Stock in connection with a Change of Control may each have the effect of inhibiting a third party from making an acquisition proposal for us, or of delaying, deferring or preventing a change of control of us, under circumstances that otherwise could provide the holders of our common stock, Series A Preferred Stock and/or Series B Preferred Stock with the opportunity for liquidity or the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests. 48 Table of Contents A “Change of Control” is when, after the initial issuance of (i) the Series A Preferred Stock (for purposes of the Series A Preferred Stock), or (ii) the Series B Preferred Stock (for purposes of the Series B Preferred Stock), any of the following has occurred and is continuing: ● a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than our Company, its subsidiaries, and its and their employee benefit plans, has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of our common equity representing more than 50% of the total voting power of all outstanding shares of our common equity that are entitled to vote generally in the election of directors, with the exception of (A) the formation of a holding company, or (B) immediately prior to such transaction, such person or group, together with its or their related entities, including, without limitation, any trust established for the benefit of such person or any member of such group or any family member thereof (collectively, an “Ownership Group”), owned sufficient interests in the Operating Partnership such that the exercise by all or any members of such Ownership Group of the Common Unit Redemption Right (as defined in Section 8.04(a) of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended) with respect to such interests would result in all or any members of such Ownership Group (individually or collectively) becoming the direct or indirect beneficial owner of our common equity representing more than 50% of the total voting power of all outstanding shares of Voting Stock; ● consummation of any share exchange, consolidation or merger of our Company or any other transaction or series of transactions pursuant to which our common stock will be converted into cash, securities or other property, (1) other than any such transaction where the shares of our common stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the common stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction, and (2) expressly excluding any such transaction preceded by our Company’s acquisition of the capital stock of another company for cash, securities or other property, whether directly or indirectly through one of our subsidiaries, as a precursor to such transactions; or ● at least a majority of our Board ceases to be constituted of directors who were either (A) a member of our Board on October 6, 2022, or (B) who became a member of our Board subsequent to such applicable date and whose appointment, election or nomination for election by our stockholders was duly approved by a majority of the Continuing Directors on our Board at the time of such approval, either by a specific vote or by approval of the proxy statement issued by our Company on behalf of our Board in which such individual is named as nominee for director (“Continuing Directors”).
Our ability to make investments on favorable terms may be constrained by several factors including, but not limited to, competition from other investors with significant capital, including other publicly-traded REITs and institutional investment funds, which may significantly increase investment costs; and/or the inability to finance an investment on favorable terms or at all.
Our ability to make investments on favorable terms may be constrained by several factors including, but not limited to, competition from other investors with significant capital, including other publicly-traded REITs and institutional investment funds, which may significantly increase investment costs; and/or the inability to finance an investment on favorable terms or at all.
Accordingly, we generally may not make a distribution on Series A Preferred Stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of the Series A Preferred Stock.
Accordingly, we generally may not make a distribution on Series A Preferred Stock or the Series B Preferred Stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus, unless the terms of such class or series provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any class or series of preferred stock then outstanding, if any, with preferences senior to those of the Series A Preferred Stock or the Series B Preferred Stock.
Beginning immediately upon original issuance of any share of Series A Preferred Stock, the holder thereof may require us to redeem, and beginning two years from the date of original issuance, we may redeem, any such share, in each case with the redemption price payable, in our sole discretion, in cash or in equal value of shares of our Class A common stock, based on the closing price per share of our Class A common stock for the single trading day prior to the date of redemption.
Beginning immediately upon original issuance of any share of Series A Preferred Stock or Series B Preferred Stock, the holder thereof may require us to redeem, and beginning two years from the date of original issuance, we may redeem, any such share, in each case with the redemption price payable, in our sole discretion, in cash or in equal value of shares of our Class A common stock, based on the closing price per share of our Class A common stock for the single trading day prior to the date of redemption.
Holders of shares of Series A Preferred Stock will generally have no voting rights under our charter, except with respect to any amendment of our charter that would alter only the contract rights, as expressly set forth therein, of either (a) the Series A Preferred Stock alone, or (b) of any preferred stock (i) ranking on parity with the Series A Preferred Stock with respect to dividend rights and rights upon our liquidation, dissolution or winding up, and (ii) upon which like voting rights have been conferred.
Holders of shares of Series A Preferred Stock or Series B Preferred Stock will generally have no voting rights under our charter, except with respect to any amendment of our charter that would alter only the contract rights, as expressly set forth therein, of either (a) the Series A Preferred Stock or the Series B Preferred Stock (as applicable) alone, or (b) of any preferred stock (i) ranking on parity with the Series A Preferred Stock or the Series B Preferred Stock (as applicable) with respect to dividend rights and rights upon our liquidation, dissolution or winding up, and (ii) upon which like voting rights have been conferred.
Our charter also authorizes our Board, without stockholder approval, to designate and issue one or more classes or series of preferred stock in addition to the Series A Preferred Stock (including equity or debt securities convertible into preferred stock) and to set or change the voting, conversion or other rights, preferences, restrictions, limitations as to dividends or other distributions and qualifications or terms or conditions of redemption of each class or series of shares so issued.
Our charter also authorizes our Board, without stockholder approval, to designate and issue one or more classes or series of preferred stock in addition to the Series A Preferred Stock and the Series B Preferred Stock (including equity or debt securities convertible into preferred stock) and to set or change the voting, conversion or other rights, preferences, restrictions, limitations as to dividends or other distributions and qualifications or terms or conditions of redemption of each class or series of shares so issued.
Examples of these potential conflicts of interest include: ● Competition for the time and services of personnel that work for us and our affiliates; ● Compensation payable by us to our Manager and its affiliates for their various services, which may not be on market terms and is payable, in some cases, whether or not our stockholders receive distributions; ● The possibility that our Manager, its officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of properties and that such conflicts may not be resolved in our favor, thus potentially limiting our investment opportunities, impairing our ability to make distributions and adversely affecting the trading price of our stock; ● The possibility that if we acquire properties from Bluerock or its affiliates, the price may be higher than we would pay if the transaction were the result of arm’s-length negotiations with a third party; ● The possibility that our Manager will face conflicts of interest caused by its indirect ownership by Bluerock, some of whose officers are also our officers and one of whom is a director of ours, resulting in actions that may not be in the long-term best interests of our stockholders; ● Our Manager will have considerable discretion with respect to the terms and timing of our acquisition, disposition and leasing transactions, and the Incentive Fee payable by us to our Manager will be determined based on AFFO (as defined in the Management Agreement), which may create an incentive for our Manager to make investments that are risky or more speculative than would otherwise be in our best interests; ● The possibility that we may acquire or merge with our Manager, resulting in an internalization of our management functions; and ● The possibility that the competing demands for the time of our Manager, its affiliates and our officers may result in them spending insufficient time on our business, which may result in our missing investment opportunities or having less efficient operations, which could reduce our profitability and result in lower distributions to you.
Examples of these potential conflicts of interest include: ● Competition for the time and services of personnel that work for us and our affiliates; ● Compensation payable by us to our Manager and its affiliates for their various services, which may not be on market terms and is payable, in some cases, whether or not our stockholders receive distributions; ● The possibility that our Manager, its officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of properties and that such conflicts may not be resolved in our favor, thus potentially limiting our investment opportunities, impairing our ability to make distributions and adversely affecting the trading price of our stock; ● The possibility that if we acquire properties from Bluerock or its affiliates, the price may be higher than we would pay if the transaction were the result of arm’s-length negotiations with a third party; ● The possibility that our Manager will face conflicts of interest caused by its indirect ownership by Bluerock, some of whose officers are also our officers and one of whom is a director of ours, resulting in actions that may not be in the long-term best interests of our stockholders; ● Our Manager will have considerable discretion with respect to the terms and timing of our acquisition, disposition and leasing transactions, and the Incentive Fee payable by us to our Manager will be determined based on AFFO (as defined in the Management Agreement), which may create an incentive for our Manager to make investments that are risky or more speculative than would otherwise be in our best interests; 39 Table of Contents ● The possibility that we may acquire or merge with our Manager, resulting in an internalization of our management functions; and ● The possibility that the competing demands for the time of our Manager, its affiliates and our officers may result in them spending insufficient time on our business, which may result in our missing investment opportunities or having less efficient operations, which could reduce our profitability and result in lower distributions to you.
Accordingly, an actual or active market for our Class A common stock may not be maintained, the prices at which shares of our Class A common stock trade may fluctuate significantly, the market for our Class A common stock may not be liquid, the holders of our Class A common stock may be unable to sell their shares of our Class A common stock, and the prices that may be obtained following the sale of our Class A common stock upon the redemption of your Series A Preferred Stock may not reflect the underlying value of our assets and business.
Accordingly, an actual or active market for our Class A common stock may not be maintained, the prices at which shares of our Class A common stock trade may fluctuate significantly, the market for our Class A common stock may not be liquid, the holders of our Class A common stock may be unable to sell their shares of our Class A common stock, and the prices that may be obtained following the sale of our Class A common stock upon the redemption of your Series A Preferred Stock or Series B Preferred Stock may not reflect the underlying value of our assets and business.
We intend to use a portion of the net proceeds from any offerings of our Series A Preferred Stock to fund future investments and for other general corporate and working capital purposes. However, any such offerings will not be conditioned upon the closing of definitive agreements to acquire or invest in any properties.
We intend to use a portion of the net proceeds from any offerings of our Series A Preferred Stock and/or our Series B Preferred Stock to fund future investments and for other general corporate and working capital purposes. However, any such offerings will not be conditioned upon the closing of definitive agreements to acquire or invest in any properties.
In addition, if we experience a Change of Control, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to redeem the Series A Preferred Stock, and any guarantees or indebtedness that may be required to be repaid or repurchased as a result of such event.
In addition, if we experience a Change of Control, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to redeem the Series A Preferred Stock or the Series B Preferred Stock, and any guarantees or indebtedness that may be required to be repaid or repurchased as a result of such event.
Other than the investments disclosed in any applicable prospectus or prospectus supplement prior to your investment, you will not have the opportunity to evaluate the economic merits, transaction terms or other financial or operational data concerning our future investments that we have not yet identified prior to purchasing shares of our Series A Preferred Stock.
Other than the investments disclosed in any applicable prospectus or prospectus supplement prior to your investment, you will not have the opportunity to evaluate the economic merits, transaction terms or other financial or operational data concerning our future investments that we have not yet identified prior to purchasing shares of our Series A Preferred Stock or Series B Preferred Stock.
In addition, there is no penalty or premium payable on redemption, and the market price of the shares of such series of preferred stock may not exceed the liquidation preference at the time the shares become redeemable for any reason. Holders of the Series A Preferred Stock will be subject to inflation risk.
In addition, there is no penalty or premium payable on redemption, and the market price of the shares of such series of preferred stock may not exceed the liquidation preference at the time the shares become redeemable for any reason. Holders of the Series A Preferred Stock and Series B Preferred Stock will be subject to inflation risk.
The holders of shares of Series A Preferred Stock may require us to redeem such shares, with the redemption price payable, in our sole discretion, in cash or in equal value of shares of our Class A common stock, based on the closing price per share of our Class A common stock for the single trading day prior to the date of redemption.
The holders of shares of Series A Preferred Stock or Series B Preferred Stock may require us to redeem such shares, with the redemption price payable, in our sole discretion, in cash or in equal value of shares of our Class A common stock, based on the closing price per share of our Class A common stock for the single trading day prior to the date of redemption.
If we ever create and issue additional preferred stock or equity or debt securities convertible into preferred stock with a distribution preference over common stock or the Series A Preferred Stock, payment of any distribution preferences of such new outstanding preferred stock would reduce the amount of funds available for the payment of distributions on our common stock and our Series A Preferred Stock.
If we ever create and issue additional preferred stock or equity or debt securities convertible into preferred stock with a distribution preference over common stock, the Series A Preferred Stock, or the Series B Preferred Stock, payment of any distribution preferences of such new outstanding preferred stock would reduce the amount of funds available for the payment of distributions on our common stock, our Series A Preferred Stock, and our Series B Preferred Stock.
If that were to occur, it would result in the amount of distributions that exceed our earnings and profits being treated first as a return of capital to the extent of the stockholder’s adjusted tax basis in the stockholder’s Series A Preferred Stock and then, to the extent of any excess over the stockholder’s adjusted tax basis in the stockholder’s Series A Preferred Stock, as capital gain.
If that were to occur, it would result in the amount of distributions that exceed our earnings and profits being treated first as a return of capital to the extent of the stockholder’s adjusted tax basis in the stockholder’s Series A Preferred Stock and Series B Preferred Stock and then, to the extent of any excess over the stockholder’s adjusted tax basis in the stockholder’s Series A Preferred Stock and Series B Preferred Stock, as capital gain.
Unless full cumulative dividends on shares of our Series A Preferred Stock for all past dividend periods have been declared and paid (or set apart for payment), we will not declare or pay dividends with respect to any shares of our common stock for any period.
Unless full cumulative dividends on shares of our Series A Preferred Stock and Series B Preferred Stock for all past dividend periods have been declared and paid (or set apart for payment), we will not declare or pay dividends with respect to any shares of our common stock for any period.
At that time, we will have the right to redeem, at our option, the outstanding shares of Series A Preferred Stock, in whole or in part, at 100% of the Stated Value per share, plus an amount equal to any accrued and unpaid dividends.
At that time, we will have the right to redeem, at our option, the outstanding shares of Series A Preferred Stock and/or Series B Preferred Stock, in whole or in part, at 100% of the Stated Value per share, plus an amount equal to any accrued and unpaid dividends.
The payment due upon liquidation is fixed at the liquidation preference of $25.00 per share of Series A Preferred Stock, plus an amount equal to all accrued and unpaid dividends thereon, to and including the date of payment, whether or not authorized or declared.
The payment due upon liquidation is fixed at the liquidation preference of $25.00 per share of Series A Preferred Stock and Series B Preferred Stock, plus an amount equal to all accrued and unpaid dividends thereon, to and including the date of payment, whether or not authorized or declared.
If our Class A common stock is no longer listed on the NYSE American or another appropriate exchange, we will be required to register any offering of Series A Preferred Stock in any state in which such offering was subsequently made.
If our Class A common stock is no longer listed on the NYSE American or another appropriate exchange, we will be required to register any offering of Series A Preferred Stock or Series B Preferred Stock in any state in which such offering was subsequently made.
Other than in these limited circumstances, holders of Series A Preferred Stock will have no voting rights. Risks Related to Our Status as a REIT Failure to maintain our qualification as a REIT would materially and adversely affect us and the value of our common stock.
Other than in these limited circumstances, holders of Series A Preferred Stock and Series B Preferred Stock will have no voting rights. Risks Related to Our Status as a REIT Failure to maintain our qualification as a REIT would materially and adversely affect us and the value of our common stock.
We will have broad discretion in the application of the net proceeds from such offerings, and holders of our Series A Preferred Stock will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately.
We will have broad discretion in the application of the net proceeds from such offerings, and holders of our Series A Preferred Stock and our Series B Preferred Stock will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately.
No assurance can be given, however, that one or more rating agencies might not independently determine to issue such ratings or that such a rating, if issued, would not adversely affect the market price of the Series A Preferred Stock.
No assurance can be given, however, that one or more rating agencies might not independently determine to issue such ratings or that such a rating, if issued, would not adversely affect the market price of the applicable series of preferred stock.
Beginning two years following the date of original issuance of the shares of Series A Preferred Stock to be redeemed, we may voluntarily redeem some or all of such Series A Preferred Stock for cash or shares of our Class A common stock, in our sole discretion.
Beginning two years following the date of original issuance of the shares of Series A Preferred Stock or Series B Preferred Stock to be redeemed, we may voluntarily redeem some or all of such Series A Preferred Stock or Series B Preferred Stock for cash or shares of our Class A common stock, in our sole discretion.
We may have an incentive to redeem the Series A Preferred Stock voluntarily if market conditions allow us to issue other preferred stock or debt securities at an interest or distribution rate that is lower than the distribution rate on the Series A Preferred Stock.
We may have an incentive to redeem the Series A Preferred Stock or the Series B Preferred Stock voluntarily if market conditions allow us to issue other preferred stock or debt securities at an interest or distribution rate that is lower than the distribution rate on the Series A Preferred Stock or the Series B Preferred Stock.
Other than in these limited circumstances, holders of Series A Preferred Stock will generally not have voting rights. The amount of the liquidation preference is fixed and holders of Series A Preferred Stock will have no right to receive any greater payment.
Other than in these limited circumstances, holders of Series A Preferred Stock and Series B Preferred Stock will generally not have voting rights. The amount of the liquidation preference is fixed and holders of Series A Preferred Stock and Series B Preferred Stock will have no right to receive any greater payment.
Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on the Series A Preferred Stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership.
Because we conduct substantially all of our operations through our Operating Partnership, our ability to pay dividends on the Series A Preferred Stock and Series B Preferred Stock will depend almost entirely on payments and distributions we receive on our interests in our Operating Partnership.
Among the factors that could affect the market price of our common stock are: ● actual or anticipated quarterly fluctuations in our business, financial condition and operating results; ● changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; ● the ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms; ● our ability to re-lease spaces as leases expire; ● our ability to refinance our indebtedness as it matures; ● any changes in our dividend policy; ● any future issuances of equity securities; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● general market conditions and, in particular, developments related to market conditions for the real estate industry; and ● domestic and international economic factors unrelated to our performance.
Among the factors that could affect the market price of our common stock are: ● actual or anticipated quarterly fluctuations in our business, financial condition and operating results; ● changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; ● the ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms; ● our ability to re-lease spaces as leases expire; 47 Table of Contents ● our ability to refinance our indebtedness as it matures; ● any changes in our dividend policy; ● any future issuances of equity securities; ● strategic actions by us or our competitors, such as acquisitions or restructurings; ● general market conditions and, in particular, developments related to market conditions for the real estate industry; and ● domestic and international economic factors unrelated to our performance.
There is no public market for our Series A Preferred Stock, and we currently have no plan to list the Series A Preferred Stock on a securities exchange or to include such shares for quotation on any national securities market.
There is no public market for our Series A Preferred Stock or our Series B Preferred Stock, and we currently have no plan to list the Series A Preferred Stock or the Series B Preferred Stock on a securities exchange or to include such shares for quotation on any national securities market.
Additionally, our charter contains restrictions on the ownership and transfer of our securities, including our Series A Preferred Stock, and these restrictions may inhibit the ability to sell shares of our Series A Preferred Stock, promptly or at all.
Additionally, our charter contains restrictions on the ownership and transfer of our securities, including our Series A Preferred Stock and our Series B Preferred Stock, and these restrictions may inhibit the ability to sell shares of our Series A Preferred Stock or our Series B Preferred Stock, promptly or at all.
We may opt to pay the redemption price in shares of our Class A common stock. The rights of the holders of shares of Series A Preferred Stock rank senior to the rights of the holders of shares of our common stock as to dividends and payments upon liquidation.
We may opt to pay the redemption price in shares of our Class A common stock. The rights of the holders of shares of Series A Preferred Stock and Series B Preferred Stock rank senior to the rights of the holders of shares of our common stock as to dividends and payments upon liquidation.
Also, the failure of any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us. 50 Table of Contents Distribution requirements imposed by law limit our flexibility.
Also, the failure of any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us. 52 Table of Contents Distribution requirements imposed by law limit our flexibility.
The dividends payable by us on the Series A Preferred Stock may exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes.
The dividends payable by us on the Series A Preferred Stock and Series B Preferred Stock may exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes.
Because our Board has the power to establish the preferences and rights of each class or series of preferred stock, it may afford the holders of any series or class of preferred stock preferences, powers, and rights senior to the rights of holders of common stock or the Series A Preferred Stock.
Because our Board has the power to establish the preferences and rights of each class or series of preferred stock, it may afford the holders of any series or class of preferred stock preferences, powers, and rights senior to the rights of holders of common stock, the Series A Preferred Stock, or the Series B Preferred Stock.
Other than the right of holders to cause us to redeem the Series A Preferred Stock upon a Change of Control (as defined below), none of the provisions relating to the Series A Preferred Stock or any other class or series of preferred stock relate to or limit our indebtedness or afford the holders of shares thereof protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, that might adversely affect the holders of such shares.
Other than the right of holders to cause us to redeem the Series A Preferred Stock and/or the Series B Preferred Stock upon a Change of Control (as defined below), none of the provisions relating to the Series A Preferred Stock, the Series B Preferred Stock or any other class or series of preferred stock relate to or limit our indebtedness or afford the holders of shares thereof protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, that might adversely affect the holders of such shares.
We may encounter unanticipated problems as we continue to refine our business model, which may adversely affect our results of operations and ability to make distributions to our stockholders and cause our stock price to decline significantly. 13 Table of Contents We have a limited operating history as a REIT and an independent publicly traded company and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our stockholders.
We may encounter unanticipated problems as we continue to refine our business model, which may adversely affect our results of operations and ability to make distributions to our stockholders and cause our stock price to decline significantly. 14 Table of Contents We have a limited operating history as a REIT and an independent publicly traded company and may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our stockholders.
The use of the sources described above for distributions and the ultimate repayment of any liabilities incurred, as well as the payment of distributions in excess of our FFO, could adversely impact our ability to pay distributions in future periods, decrease the amount of cash we have available for operations and new investments and reduce your overall return and adversely impact and dilute the value of your investment in shares of our Series A Preferred Stock.
The use of the sources described above for distributions and the ultimate repayment of any liabilities incurred, as well as the payment of distributions in excess of our FFO, could adversely impact our ability to pay distributions in future periods, decrease the amount of cash we have available for operations and new investments and reduce your overall return and adversely impact and dilute the value of your investment in shares of our Series A Preferred Stock or Series B Preferred Stock.
As a result of all these factors, our failure to maintain our qualification as a REIT could impair our ability to expand our business and raise capital, and could materially and adversely affect the trading price of our common shares. 49 Table of Contents Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations.
As a result of all these factors, our failure to maintain our qualification as a REIT could impair our ability to expand our business and raise capital, and could materially and adversely affect the trading price of our common shares. 51 Table of Contents Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations.
Holders of Series A Preferred Stock will have certain limited voting rights with respect to amendments to our charter that alter only the contract rights set forth therein of either (a) the Series A Preferred Stock, or (b) of any preferred stock (i) ranking on parity with the Series A Preferred Stock with respect to dividend rights and rights upon our liquidation, dissolution or winding up, and (ii) upon which like voting rights have been conferred.
Holders of Series A Preferred Stock or Series B Preferred Stock will have certain limited voting rights with respect to amendments to our charter that alter only the contract rights set forth therein of either (a) such series of preferred stock alone, or (b) of any preferred stock (i) ranking on parity with such series of preferred stock with respect to dividend rights and rights upon our liquidation, dissolution or winding up, and (ii) upon which like voting rights have been conferred.
Except in limited circumstances related to our ability to maintain our qualification as a REIT or a special optional redemption in connection with a Change of Control, Series A Preferred Stock may be redeemed by us at our option, either in whole or in part, only on or after two years from the issuance date.
Except in limited circumstances related to our ability to maintain our qualification as a REIT or a special optional redemption in connection with a Change of Control, Series A Preferred Stock and/or Series B Preferred Stock may be redeemed by us at our option, either in whole or in part, only on or after two years from the issuance date.
This would reduce our ability to make additional investments and limit the diversification of our portfolio. There is currently no public trading market for our Series A Preferred Stock, and one may never exist; therefore, your ability to dispose of your shares will likely be limited.
This would reduce our ability to make additional investments and limit the diversification of our portfolio. There is currently no public trading market for our Series A Preferred Stock or Series B Preferred Stock, and one may never exist; therefore, your ability to dispose of your shares will likely be limited.
Given the potential for early redemption of the Series A Preferred Stock, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the Series A Preferred Stock may be lower than the return previously obtained from the investment in such shares.
Given the potential for early redemption of the Series A Preferred Stock and Series B Preferred Stock, holders of such shares may face an increased reinvestment risk, which is the risk that the return on an investment purchased with proceeds from the sale or redemption of the Series A Preferred Stock or Series B Preferred Stock may be lower than the return previously obtained from the investment in such shares.
This would require the termination of any continuous offering(s) of Series A Preferred Stock and could result in our raising an amount of gross proceeds that is substantially less than the amount of the gross proceeds we expect to raise if the maximum offering amounts are sold.
This would require the termination of any continuous offering(s) of Series A Preferred Stock and/or Series B Preferred Stock and could result in our raising an amount of gross proceeds that is substantially less than the amount of the gross proceeds we expect to raise if the maximum offering amounts are sold.
Our Class A common stock for which the shares of our Series A Preferred Stock may be redeemable at our option trades on the NYSE American under the symbol “BHM.” Listing on the NYSE American or another national securities exchange does not ensure an actual or active market for our Class A common stock.
Our Class A common stock for which the shares of our Series A Preferred Stock and Series B Preferred Stock may be redeemable at our option trades on the NYSE American under the symbol “BHM.” Listing on the NYSE American or another national securities exchange does not ensure an actual or active market for our Class A common stock.
Risks Related to Offerings of our Series A Preferred Stock To the extent that our distributions represent a return of capital for tax purposes, stockholders may recognize an increased gain or a reduced loss upon subsequent sales (including cash redemptions) of their shares of Series A Preferred Stock.
Risks Related to Offerings of our Series A Preferred Stock and/or our Series B Preferred Stock To the extent that our distributions represent a return of capital for tax purposes, stockholders may recognize an increased gain or a reduced loss upon subsequent sales (including cash redemptions) of their shares of Series A Preferred Stock or Series B Preferred Stock.
We may voluntarily redeem some or all of the Series A Preferred Stock, for cash or equal value of shares of our Class A common stock, two years after the issuance date. Any such redemptions may occur at a time that is unfavorable to holders of such preferred stock.
We may voluntarily redeem some or all of the Series A Preferred Stock, and/or some or all of the Series B Preferred Stock, for cash or equal value of shares of our Class A common stock, two years after the issuance date. Any such redemptions may occur at a time that is unfavorable to holders of such preferred stock.
We may have an incentive to voluntarily redeem shares of Series A Preferred Stock, if market conditions allow us to issue other preferred stock or debt securities at an interest or distribution rate that is lower than the distribution rate on the applicable series of preferred stock.
We may have an incentive to voluntarily redeem shares of Series A Preferred Stock and/or Series B Preferred Stock, if market conditions allow us to issue other preferred stock or debt securities at an interest or distribution rate that is lower than the distribution rate on the applicable series of preferred stock.
Our Board could also classify for issuance up to 220,000,000 of the remaining authorized shares of preferred stock with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock.
Our Board could also classify for issuance up to 206,000,000 of the remaining authorized shares of preferred stock with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock.
As a result, we may not be able to fully offset rising costs and capital spending by increasing rental rates, which could have a material adverse effect on our results of operations and cash available for distribution. Legislative or other actions affecting the single-family residential housing industry could have a negative effect on our business and financial results.
As a result, we may not be able to fully offset rising costs and capital spending by increasing rental rates, which could have a material adverse effect on our results of operations and cash available for distribution. 15 Table of Contents Legislative or other actions affecting the single-family residential housing industry could have a negative effect on our business and financial results.
If this were to occur, the market price of shares of the Series A Preferred Stock might be adversely affected, and stockholders entitled to a redemption payment may not receive payment. The Series A Preferred Stock will bear a risk of early redemption by us.
If this were to occur, the market price of shares of the Series A Preferred Stock or the Series B Preferred Stock might be adversely affected, and stockholders entitled to a redemption payment may not receive payment. The Series A Preferred Stock and the Series B Preferred Stock will bear a risk of early redemption by us.
Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced cash flow that would result in lower distributions to stockholders. We may have difficulty selling real estate investments, and our ability to distribute all or a portion of the net proceeds from such sale to our stockholders may be limited.
Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced cash flow that would result in lower distributions to stockholders. 24 Table of Contents We may have difficulty selling real estate investments, and our ability to distribute all or a portion of the net proceeds from such sale to our stockholders may be limited.
For additional information, see the Liquidity and Capital Resources section under Item 7. – Management’s Discussion and Analysis of Financial Conditions and Results of Operations of this report. The Operating Partnership’s private placements of beneficial interests in specific Delaware statutory trusts under our DST Program could subject us to liabilities from litigation or otherwise.
For additional information, see the Liquidity and Capital Resources section under Item 7. – Management’s Discussion and Analysis of Financial Conditions and Results of Operations of this report. 35 Table of Contents The Operating Partnership’s private placements of beneficial interests in specific Delaware statutory trusts under our DST Program could subject us to liabilities from litigation or otherwise.
These and other provisions of the MGCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on our business, financial condition and results of operations. Your rights as stockholders and our rights to recover claims against our officers and directors are limited.
These and other provisions of the MGCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on our business, financial condition and results of operations. 56 Table of Contents Your rights as stockholders and our rights to recover claims against our officers and directors are limited.
If our Operating Partnership fails to operate profitably and to generate sufficient cash from operations (and the operations of its subsidiaries), we may not be able to pay dividends on the Series A Preferred Stock.
If our Operating Partnership fails to operate profitably and to generate sufficient cash from operations (and the operations of its subsidiaries), we may not be able to pay dividends on the Series A Preferred Stock or Series B Preferred Stock.
In the event a holder of our Series A Preferred Stock exercises their redemption option we may redeem such shares of Series A Preferred Stock either for cash, or for shares of our Class A common stock, or any combination thereof, in our sole discretion.
In the event a holder of our Series A Preferred Stock or Series B Preferred Stock exercises their redemption option, we may redeem such shares of Series A Preferred Stock and/ or Series B Preferred Stock either for cash, or for shares of our Class A common stock, or any combination thereof, in our sole discretion.
The selling price of the Series A Preferred Stock was determined pursuant to negotiations among us and the dealer manager, which is an affiliate of Bluerock, based upon the following primary factors at the time of the offering: the economic conditions in and future prospects for the industry in which we compete; our prospects for future earnings; an assessment of our management; the state of our development; the prevailing condition of the equity securities market; the state of the market for non-traded REIT securities; and market valuations of public companies considered comparable to our Company.
The selling prices of each of the Series A Preferred Stock and the Series B Preferred Stock was determined pursuant to negotiations among us and the dealer manager, which is an affiliate of Bluerock, based upon the following primary factors at the time of the offering: the economic conditions in and future prospects for the industry in which we compete; our prospects for future earnings; an assessment of our management; the state of our development; the prevailing condition of the equity securities market; the state of the market for non-traded REIT securities; and market valuations of public companies considered comparable to our Company.
For example, to assist us in qualifying as a REIT, the articles supplementary establishing the Series A Preferred Stock prohibits anyone from owning, or being deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding Series A Preferred Stock.
For example, to assist us in qualifying as a REIT, the articles supplementary establishing each of the Series A Preferred Stock and Series B Preferred Stock prohibits anyone from owning, or being deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding Series A Preferred Stock or Series B Preferred Stock.
If the recent economic downturn in these markets returns or if we fail to accurately predict the timing of economic improvement in these markets, the value of our properties could decline and our ability to execute our business plan may be adversely affected to a greater extent than if we owned a real estate portfolio that was more geographically diversified, which could adversely affect our financial condition, operating results, and ability to make distributions to our stockholders and cause the value of our common stock to decline.
If the recent economic downturn in these markets returns or if we fail to accurately predict the timing of economic improvement in these markets, the value of our properties could decline and our ability to execute our business plan may be adversely affected to a greater extent than if we owned a real estate portfolio that was more geographically diversified, which could adversely affect our financial condition, operating results, and ability to make distributions to our stockholders and cause the value of our Series A Preferred Stock, Series B Preferred Stock or Class A common stock to decline.
Investors purchasing Series A Preferred Stock in an offering of our Series A Preferred Stock who do not participate in any future stock issuances will experience dilution in the percentage of the issued and outstanding stock they own.
Investors purchasing Series A Preferred Stock in an offering of our Series A Preferred Stock, or Series B Preferred Stock in an offering of our Series B Preferred Stock, who do not participate in any future stock issuances will experience dilution in the percentage of the issued and outstanding stock they own.
Upon the occurrence of a Change of Control (as defined below) with respect to the Series A Preferred Stock, we will be required to redeem all outstanding shares of the Series A Preferred Stock, in whole, within 60 days after the first date on which such Change of Control occurred, in cash at a redemption price of $25.00 per share of Series A Preferred Stock; plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date.
Upon the occurrence of a Change of Control (as defined below) with respect to either the Series A Preferred Stock or the Series B Preferred Stock, we will be required to redeem all outstanding shares of the Series A Preferred Stock or Series B Preferred Stock (as applicable), in whole, within 60 days after the first date on which such Change of Control occurred, in cash at a redemption price of $25.00 per share of Series A Preferred Stock or Series B Preferred Stock; plus an amount equal to all accrued and unpaid dividends, if any, to and including the redemption date.
Such investments may involve risks not otherwise present when acquiring real estate directly, including, for example: ● joint venturers may share certain approval rights over major decisions and reduce our flexibility to maximize project values or limit property costs; ● that such co-venturer, co-owner or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals, including inconsistent goals relating to the timing of the sale of properties held in the joint ventures and/or the timing of termination or liquidation of the joint ventures; ● the possibility that our co-venturer, co-owner or partner in an investment might become insolvent or bankrupt and thus be unable to fulfill its financial obligations to us in that investment; ● the possibility that we may incur liabilities as a result of an action or omission taken by our co-venturer, co-owner or partner; ● that such co-venturer, co-owner or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to maintaining our qualification as a REIT; ● disputes between us and our joint venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and result in subjecting the properties owned by the applicable joint venture to additional risk; or ● under certain joint venture arrangements, neither venture partner may have the power to control the venture, and an impasse could be reached which might have a negative influence on the joint venture. 24 Table of Contents These events might subject us to costs or liabilities in excess of those contemplated and thus reduce your investment returns.
Such investments may involve risks not otherwise present when acquiring real estate directly, including, for example: ● joint venturers may share certain approval rights over major decisions and reduce our flexibility to maximize project values or limit property costs; 25 Table of Contents ● that such co-venturer, co-owner or partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals, including inconsistent goals relating to the timing of the sale of properties held in the joint ventures and/or the timing of termination or liquidation of the joint ventures; ● the possibility that our co-venturer, co-owner or partner in an investment might become insolvent or bankrupt and thus be unable to fulfill its financial obligations to us in that investment; ● the possibility that we may incur liabilities as a result of an action or omission taken by our co-venturer, co-owner or partner; ● that such co-venturer, co-owner or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to maintaining our qualification as a REIT; ● disputes between us and our joint venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and result in subjecting the properties owned by the applicable joint venture to additional risk; or ● under certain joint venture arrangements, neither venture partner may have the power to control the venture, and an impasse could be reached which might have a negative influence on the joint venture.
For example, it is possible that the impact of the rate of inflation may not be adequately offset by annual rent escalations or the resetting of rents from our renewal and re-leasing activities, 12 Table of Contents which may adversely affect our business, financial condition, results of operations, and cash flows.
For example, it is possible that the impact of the rate of inflation may not be adequately offset by annual rent escalations or the resetting of rents from our renewal and re-leasing activities, which may adversely affect our business, financial condition, results of operations, and cash flows.
See “—Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, which may include COVID-19.” 15 Table of Contents In addition to general, regional, national, and international economic conditions, our operating performance will be impacted by the economic conditions in our markets.
See “—Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, which may include COVID-19.” In addition to general, regional, national, and international economic conditions, our operating performance will be impacted by the economic conditions in our markets.
Our actual hedging decisions will be determined in light of the facts and circumstances existing at the time of the hedge and may differ from time to time. To the extent that we use derivative financial instruments to hedge against interest rate fluctuations, we will be exposed to financing, basis risk and legal enforceability risks.
Our actual hedging decisions will be determined in light of the facts and circumstances existing at the time of the hedge and may differ from time to time. 33 Table of Contents To the extent that we use derivative financial instruments to hedge against interest rate fluctuations, we will be exposed to financing, basis risk and legal enforceability risks.
As a result, if revenues drop, we may not be able to commensurately reduce our expenses, which would adversely affect our financial condition and results of operations. Competition in identifying and acquiring our properties could adversely affect our ability to implement our business and growth strategies, which could materially and adversely affect us.
As a result, if revenues drop, we may not be able to commensurately reduce our expenses, which would adversely affect our financial condition and results of operations. 22 Table of Contents Competition in identifying and acquiring our properties could adversely affect our ability to implement our business and growth strategies, which could materially and adversely affect us.
Holders of Series A Preferred Stock should not expect us to redeem all or any such shares on the date they first become redeemable or on any particular date after they become redeemable.
Holders of Series A Preferred Stock and/or Series B Preferred Stock should not expect us to redeem all or any such shares on the date they first become redeemable or on any particular date after they become redeemable.
In addition, the existence of Series A Preferred Stock may encourage short selling by market participants because the existence of redemption payments could depress the market price of shares of our Class A common stock.
In addition, the existence of Series A Preferred Stock or Series B Preferred Stock may encourage short selling by market participants because the existence of redemption payments could depress the market price of shares of our Class A common stock.
All these factors could have a material adverse effect on our results of operations, financial condition and ability to pay distributions. Risks Related to the Separation and Distribution Bluerock Residential may fail to perform under various transaction agreements executed as part of the Separation.
All these factors could have a material adverse effect on our results of operations, financial condition and ability to pay distributions. 40 Table of Contents Risks Related to the Separation and Distribution Bluerock Residential may fail to perform under various transaction agreements executed as part of the Separation.
There can be no assurance, however, that we will be able to comply with the 20% limitation or to avoid application of the 100% excise tax. 52 Table of Contents The prohibited transactions tax may limit our ability to dispose of our properties. A REIT’s net income from prohibited transactions is subject to a 100% tax.
There can be no assurance, however, that we will be able to comply with the 20% limitation or to avoid application of the 100% excise tax. The prohibited transactions tax may limit our ability to dispose of our properties. A REIT’s net income from prohibited transactions is subject to a 100% tax.
The current term of our Management Agreement with our Manager expires October 6, 2025, with automatic one-year renewals thereafter, and may be terminated earlier under certain circumstances.
The current term of our Management Agreement with our Manager expires October 6, 2026, with automatic one-year renewals thereafter, and may be terminated earlier under certain circumstances.
The issuance of additional preferred stock on parity with or senior to the Series A Preferred Stock or any other class or series of preferred stock would dilute the interests of the holders of shares of preferred stock of the applicable class or series, and any issuance of preferred stock senior to the Series A Preferred Stock or any other class or series of preferred stock, or any issuance of additional indebtedness, could affect our ability to pay dividends on, redeem or pay the liquidation preference on any or all of the foregoing class or series of preferred stock.
The issuance of additional preferred stock on parity with or senior to either or both of the foregoing series of preferred stock or any other class or series of preferred stock would dilute the interests of the holders of shares of preferred stock of the applicable class or series, and any issuance of preferred stock senior to the Series A Preferred Stock or Series B Preferred Stock, or any other class or series of preferred stock, or any issuance of additional indebtedness, could affect our ability to pay dividends on, redeem or pay the liquidation preference on any or all of the foregoing class or series of preferred stock.
Our charter, including the articles supplementary establishing the Series A Preferred Stock, contains restrictions on ownership and transfer of the Series A Preferred Stock, which restrictions are intended to assist us in maintaining our qualification as a REIT for U.S. federal income tax purposes.
Our charter, including the articles supplementary establishing each of the Series A Preferred Stock and the Series B Preferred Stock, contains restrictions on ownership and transfer of each such series of preferred stock, which restrictions are intended to assist us in maintaining our qualification as a REIT for U.S. federal income tax purposes.
Shares of Series A Preferred Stock may be redeemed for shares of our Class A common stock, which rank junior to the Series A Preferred Stock with respect to dividends and upon liquidation.
Shares of Series A Preferred Stock or Series B Preferred Stock may be redeemed for shares of our Class A common stock, which rank junior to the Series A Preferred Stock and Series B Preferred Stock with respect to dividends and upon liquidation.
The trading price of the Class A common stock, for which the Series A Preferred Stock may be redeemed, may be volatile and may expose investors to additional volatility risk.
The trading price of the Class A common stock, for which the Series A Preferred Stock or the Series B Preferred Stock may be redeemed, may be volatile and may expose investors to additional volatility risk.
Our requirement to redeem the Series A Preferred Stock in the event of a Change of Control may, in either case, deter a change of control transaction otherwise in the best interests of our stockholders.
Our requirement to redeem the Series A Preferred Stock and the Series B Preferred Stock in the event of a Change of Control may, in either case, deter a change of control transaction otherwise in the best interests of our stockholders.
These market and economic disruptions could negatively impact the operating results of our portfolio companies. 33 Table of Contents Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, which may include COVID-19.
These market and economic disruptions could negatively impact the operating results of our portfolio companies. Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, which may include COVID-19.
In addition, we may elect in the future to obtain a rating of the Series A Preferred Stock, which could adversely impact the market price of the applicable series.
In addition, we may elect in the future to obtain a rating of the Series A Preferred Stock or the Series B Preferred Stock, which could adversely impact the market price of the applicable series.
We encourage you to consult your tax advisor to determine the tax consequences applicable to you if you are a tax-exempt investor. 53 Table of Contents Risks Related to Ownership of Our Common Stock You may be restricted from acquiring or transferring certain amounts of our common stock.
We encourage you to consult your tax advisor to determine the tax consequences applicable to you if you are a tax-exempt investor. Risks Related to Ownership of Our Common Stock You may be restricted from acquiring or transferring certain amounts of our common stock.
Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, paying distributions, funding redemptions or making additional investments. 35 Table of Contents Risks Related to Our Management and Relationships with Our Manager We are dependent on our Manager and its key personnel for our success.
Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, paying distributions, funding redemptions or making additional investments. Risks Related to Our Management and Relationships with Our Manager We are dependent on our Manager and its key personnel for our success.
Our executive officers may have interests that differ from our other stockholders, and may accordingly vote in ways that may not be consistent with the interests of those other stockholders. Our executive officers will have competing demands on their time and attention.
Our executive officers may have interests that differ from our other stockholders, and may accordingly vote in ways that may not be consistent with the interests of those other stockholders. 30 Table of Contents Our executive officers will have competing demands on their time and attention.
Since we may not have obtained title insurance policies for properties we acquired through the auction process, such instances or such proceedings may result in a complete loss without compensation. 16 Table of Contents Title defects could lead to material losses on our investments in our properties.
Since we may not have obtained title insurance policies for properties we acquired through the auction process, such instances or such proceedings may result in a complete loss without compensation. Title defects could lead to material losses on our investments in our properties.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur IT department maintains internal and external resources and is led by our IT Manager and assisted by our Risk Assessment/IT Compliance & Enterprise Manager. These two individuals have a combined 40+ years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.
Biggest changeOur IT department maintains internal and external resources and is led by our Vice President of IT and assisted by our Risk Assessment/IT Compliance & Enterprise Manager. These two individuals have a combined 45+ years of industry experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.
As part of the above processes, we regularly engage external resources and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards. 57 Table of Contents Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from key third parties such as vendors, suppliers, and other business partners.
As part of the above processes, we regularly engage external resources and consultants to assess our internal cybersecurity programs and compliance with applicable practices and standards. Our risk management program also assesses third party risks, and we perform third-party risk management to identify and mitigate risks from key third parties such as vendors, suppliers, and other business partners.
Management is responsible for approving budgets, approving cybersecurity processes, and reviewing cybersecurity assessments and other cybersecurity-related matters. 58 Table of Contents
Management is responsible for approving budgets, approving cybersecurity processes, and reviewing cybersecurity assessments and other cybersecurity-related matters. 59 Table of Contents
We also engage top third-party security providers for applications and infrastructure to identify, prioritize, assess, mitigate, and remediate risks. Our information technology (“IT”) department regularly assess risks from cybersecurity and technology threats and monitors our information systems for potential vulnerabilities.
We also engage top third-party security providers for applications and infrastructure to identify, prioritize, assess, mitigate, and remediate risks. 58 Table of Contents Our information technology (“IT”) department regularly assess risks from cybersecurity and technology threats and monitors our information systems for potential vulnerabilities.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeConsolidated Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy – ​ ​ ​ ​ ​ Number of ​ Average Year ​ Ownership ​ Average ​ Occupancy – ​ Excluding Held for ​ Operating Investment Name Market / Location Units (1) Built Interest Rent (2) All Units (3) ​ Sale/Reno Units (4) ​ Scattered Single-Family Homes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ballast AZ / CO / WA 84 1998 95 % $ 2,077 97.6 % 97.6 % Golden Pacific IN / KS / MO 169 1977 97 % 1,788 97.6 % 97.6 % ILE ​ TX / SE US ​ 478 ​ 1991 ​ 95 % ​ 1,871 ​ 89.7 % 91.5 % Indy-Springfield IN / MO 323 1999 100 % 1,337 93.8 % 96.2 % Peak JV 2 Various / TX 573 1981 80 % 1,322 88.0 % 92.9 % Peak JV 3 Dallas-Fort Worth, TX 90 1959 56 % 1,286 60.0 % — ​ Savannah-84 Savannah, GA 84 2022 100 % 1,823 92.9 % 92.9 % Total Scattered Single-Family Homes / Average ​ 1,801 ​ ​ ​ $ 1,579 89.7 % 93.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allure at Southpark Charlotte, NC 350 2014 98 % $ 1,724 92.3 % 92.3 % Amira at Westly ​ Tampa, FL ​ 408 ​ 1999/2023 ​ 93 % ​ 1,945 ​ 92.6 % 92.9 % Avenue at Timberlin Park ​ Jacksonville, FL ​ 200 ​ 2001 ​ 100 % ​ 1,613 ​ 95.0 % 95.5 % Villas at Huffmeister ​ Houston, TX ​ 294 ​ 2007 ​ 95 % ​ 1,560 ​ 94.6 % 94.9 % Wayford at Concord ​ Concord, NC ​ 150 ​ 2019 ​ 83 % ​ 2,166 ​ 95.3 % 96.0 % Yauger Park Villas ​ Olympia, WA ​ 80 ​ 2010 ​ 95 % ​ 2,433 ​ 98.8 % 98.8 % Total Residential Communities Units / Average ​ ​ ​ 1,482 ​ ​ ​ ​ ​ $ 1,840 ​ 93.9 % 94.1 % Total Operating Units / Average ​ ​ ​ 3,283 ​ ​ ​ ​ ​ $ 1,689 ​ 91.6 % 94.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Development Investment Name ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Abode Wendell Fall (5) ​ Wendell, NC ​ 170 ​ — ​ 100 % ​ — ​ — ​ — ​ Total Development Units ​ ​ 170 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Units ​ ​ ​ 3,453 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Total operating units includes an aggregate of 167 units classified as held for sale, with such units included in the following portfolios: 8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3.
Biggest changeConsolidated Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy – ​ ​ ​ ​ ​ Number of ​ Average Year ​ Ownership ​ Average ​ Occupancy – ​ Excluding Held for ​ Operating Investment Name ​ ​ ​ Market / Location ​ ​ ​ Units (1) ​ ​ ​ Built ​ ​ ​ Interest ​ ​ ​ Rent (2) ​ ​ ​ All Units (3) ​ ​ ​ ​ Sale/Reno Units (4) ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allure at Southpark ​ Charlotte, NC ​ 350 ​ 2014 ​ 98 % $ 1,681 ​ 95.7 % 96.0 % Amira at Westly ​ Tampa, FL ​ 408 ​ 1999/2023 ​ (5) ​ ​ ​ 1,847 ​ 93.1 % 93.4 % Avenue at Timberlin Park ​ Jacksonville, FL ​ 200 ​ 2001 ​ 100 % ​ 1,591 ​ 94.5 % 95.0 % District at Parkview (6) ​ Stone Mountain, GA ​ 264 ​ 2023 ​ 69 % ​ 1,907 ​ 88.3 % 88.6 % Skytop Apartments (6) ​ Cincinnati, OH ​ 361 ​ 2024 ​ 3 % ​ 1,721 ​ 94.5 % 95.0 % Southern Pines Reserve (6) ​ Aberdeen, NC ​ 272 ​ 2000/2003 ​ 22 % ​ 1,486 ​ 93.4 % 93.7 % Villas at Huffmeister ​ Houston, TX ​ 294 ​ 2007 ​ 95 % ​ 1,601 ​ 96.3 % 96.6 % Wayford at Concord ​ Concord, NC ​ 150 ​ 2019 ​ 83 % ​ 2,157 ​ 98.0 % 98.7 % Yauger Park Villas ​ Olympia, WA ​ 80 ​ 2010 ​ 95 % ​ 2,476 ​ 97.5 % 97.5 % Total Residential Communities Units / Average ​ ​ ​ 2,379 ​ ​ ​ ​ ​ $ 1,746 ​ 93.7 % 94.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered Single-Family Homes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ballast AZ / CO / WA 84 1998 95 % $ 2,130 77.4 % 77.4 % Golden Pacific IN / KS / MO 161 1977 97 % 1,802 73.9 % 79.9 % ILE ​ TX / SE US ​ 450 ​ 1991 ​ 95 % ​ 1,862 ​ 92.9 % 93.9 % Indy-Springfield IN / MO 304 1999 100 % 1,426 91.8 % 95.5 % Peak JV 2 Various / TX 549 1982 100 % 1,382 88.3 % 90.0 % Peak JV 3 Dallas-Fort Worth, TX 42 1960 100 % 1,082 14.3 % — ​ Savannah-84 Savannah, GA 84 2022 100 % 1,875 97.6 % 97.6 % Total Scattered Single-Family Homes / Average ​ 1,674 ​ ​ ​ $ 1,625 86.9 % 90.8 % Total Operating Units / Average ​ ​ ​ 4,053 ​ ​ ​ ​ ​ $ 1,695 ​ 90.9 % 93.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Development / Lease-up Investment Name ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Abode Wendell Falls (7) ​ Wendell, NC ​ 170 ​ — ​ 100 % ​ — ​ — ​ — ​ Harmony at Clear Creek (7) ​ Shawnee, KS ​ 188 ​ — ​ 85 % ​ — ​ — ​ — ​ Parkside at Summers Corner (8) ​ Summerville, SC ​ 12 ​ 2025 ​ 100 % ​ — ​ — ​ — ​ Total Development Units ​ ​ 370 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Units ​ ​ ​ 4,423 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Total operating units includes an aggregate of 107 units classified as held for sale, with such units included in the following portfolios: 12 units of Golden Pacific, 27 units of ILE, 18 units of Indy-Springfield, 8 units of Peak JV 2, and all 42 units of Peak JV 3.
(2) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended December 31, 2024. (3) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2024 divided by (ii) total number of units, expressed as a percentage.
(2) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended December 31, 2025. (3) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2025 divided by (ii) total number of units, expressed as a percentage.
Item 2. Investments As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine held through preferred equity and loan investments. The following tables provide summary information regarding our consolidated investments and preferred equity and loan investments.
Item 2. Investments As of December 31, 2025, we held nineteen consolidated investments and five preferred equity investments. The following tables provide summary information regarding our consolidated investments and preferred equity investments.
(4) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2024 divided by (ii) total number of units, expressed as a percentage, and excludes 167 units classified as held for sale and an aggregate of 7 down/renovation units.
(4) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2025 divided by (ii) total number of units, expressed as a percentage, and excludes 107 units classified as held for sale and an aggregate of 11 down/renovation units. 60 Table of Contents (5) Amira at Westly is held through our DST Program (refer to Note 9 of our consolidated financial statements for further information).
(2) Chandler commenced lease-up in June 2024. (3) Wayford at Innovation Park commenced lease-up in August 2023. (4) None of the development investments had commenced lease-up as of December 31, 2024. ​ Item 3. Legal Proceedings We are not party to, and none of our properties are subject to, any material pending legal proceeding. Item 4.
Legal Proceedings We are not party to, and none of our properties are subject to, any material pending legal proceeding. Item 4. Mining Safety Disclosures Not applicable. ​ 61 Table of Contents PART II
Removed
(5) Abode Wendell Falls is a build-to-rent development project that commenced construction in 2024. 59 Table of Contents Preferred Equity and Loan Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Actual/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actual/ ​ Estimated ​ ​ ​ ​ Actual/ ​ Actual/ ​ Actual/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Planned ​ Construction ​ ​ ​ ​ Estimated ​ Estimated ​ Estimated ​ ​ ​ Estimated ​ ​ ​ ​ Number ​ Cost ​ Cost to Date ​ Construction ​ Initial ​ Construction ​ ​ ​ Average Lease-up Investment Name Location / Market of Units (in millions) (in millions) Cost Per Unit Occupancy Completion % Occupied Rent (1) Willow Park ​ Willow Park, TX ​ 58 ​ $ 17.1 ​ $ 17.1 ​ $ 294,828 ​ 2Q 2022 ​ 3Q 2023 ​ ​ 87.9 % $ 2,362 The Cottages at Myrtle Beach ​ Myrtle Beach, SC ​ 294 ​ ​ 63.2 ​ ​ 63.2 ​ ​ 214,966 ​ 2Q 2023 ​ 4Q 2023 ​ ​ 72.1 % ​ 1,743 The Cottage of Port St.
Added
The Amira at Westly DST has been fully subscribed with equity from individual investors. (6) District at Parkview, Skytop Apartments and Southern Pines Reserve are held through our DST Program. (7) Represents a development project with no units delivered as of December 31, 2025.
Removed
Lucie, FL ​ 286 ​ 69.6 ​ ​ 69.5 ​ ​ 243,357 ​ 2Q 2023 ​ 2Q 2024 ​ ​ 85.7 % ​ 2,133 Chandler (2) ​ Chandler, AZ ​ 208 ​ ​ 48.2 ​ ​ 48.2 ​ ​ 231,731 ​ 2Q 2024 ​ 3Q 2024 ​ ​ 46.6 % ​ 1,920 Wayford at Innovation Park (3) Charlotte, NC 210 ​ 62.0 ​ 58.7 ​ 295,238 3Q 2023 4Q 2024 ​ 64.3 % 1,994 Wayford at Pringle Charlotte, NC 102 ​ 37.2 ​ 37.2 ​ 364,706 1Q 2024 4Q 2024 ​ 85.3 % 2,453 Total Lease-up Units ​ 1,158 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Development Investment Name (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indigo Cove Bluffton, SC 82 ​ 30.2 ​ 8.3 ​ 368,293 4Q 2025 1Q 2026 ​ — ​ 3,095 River Ford Brunswick, GA 170 ​ 51.6 ​ 10.6 ​ 303,529 4Q 2025 1Q 2027 ​ — ​ 2,004 Canvas at Wildwood ​ Wildwood, FL ​ 224 ​ ​ 60.3 ​ ​ 9.3 ​ ​ 269,196 ​ 4Q 2026 ​ 4Q 2027 ​ ​ — ​ ​ 1,937 Total Development Units ​ 476 ​ ​ ​ ​ ​ ​ ​ ​ Total Units/Average ​ 1,634 ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,072 (1) Represents the average pro forma effective monthly rent per occupied unit for all expected occupied units upon stabilization.
Added
Abode Wendell Falls commenced construction in 2024 and Harmony at Clear Creek is anticipated to commence construction in 2026. (8) Parkside at Summers Corner represents a development project with units to be acquired in tranches as construction is completed. Of the total 100 units that we have committed to acquire, 12 units had been acquired as of December 31, 2025.
Removed
Mining Safety Disclosures Not applicable. ​ 60 Table of Contents PART II
Added
Preferred Equity Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Actual/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actual/ ​ Estimated ​ ​ ​ ​ Actual/ ​ Actual/ ​ Actual/ ​ ​ ​ ​ ​ ​ ​ ​ ​ Planned ​ Construction ​ ​ ​ ​ Estimated ​ Estimated ​ Estimated ​ ​ ​ Estimated ​ ​ ​ ​ Number ​ Cost ​ Cost to Date ​ Construction ​ Initial ​ Construction ​ ​ ​ Average Development Investment Name (1) ​ ​ ​ Location ​ ​ ​ of Units ​ ​ ​ (in millions) ​ ​ ​ ​(in millions) ​ ​ ​ Cost Per Unit ​ ​ ​ Occupancy ​ ​ ​ Completion ​ ​ ​ % Occupied ​ ​ ​ Rent (2) River Ford Brunswick, GA 170 $ 51.6 ​ $ 18.0 ​ $ 303,529 1Q 2026 1Q 2027 ​ — ​ $ 2,004 Sanford Marketplace ​ Sanford, NC ​ 300 ​ ​ 59.6 ​ ​ 12.7 ​ ​ 198,667 ​ 4Q 2026 ​ 2Q 2027 ​ — ​ ​ 1,587 Canvas at Wildwood ​ Wildwood, FL ​ 224 ​ ​ 60.3 ​ ​ 17.0 ​ ​ 269,196 ​ 4Q 2026 ​ 4Q 2027 ​ — ​ ​ 1,937 Archer at RiverBlue (3) ​ Asheville, NC ​ 245 ​ ​ 71.8 ​ ​ 10.8 ​ ​ 293,061 ​ 1Q 2028 ​ 2Q 2028 ​ — ​ ​ 2,113 Total Development Units ​ ​ ​ 939 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Investment Name (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Wayford at Innovation Park Charlotte, NC 210 ​ ​ ​ ​ ​ ​ ​ ​ ​ 91.4 % 2,313 Total Operating Units ​ ​ ​ 210 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Units/Average ​ ​ ​ 1,149 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,934 (1) None of the development investments had commenced lease-up as of December 31, 2025.
Added
(2) For development investments, represents the average pro forma effective monthly rent per occupied unit for all expected occupied units during the first full quarter of stabilization. For the operating investment, represents the average effective monthly rent per occupied unit.
Added
(3) In December 2025, we entered into a joint venture agreement and made a commitment to invest capital for preferred equity interests in Archer at RiverBlue. No capital had been funded as of December 31, 2025. (4) Operating investment represents a stabilized operating property. ​ Item 3.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−7 removed1 unchanged
Biggest changeOn January 15, 2025, our Board authorized, and we declared, (i) regular monthly dividends for the first quarter 2025 equal to a monthly rate of $0.125 per share on our Series A Preferred Stock (the “Series A Preferred Dividends”), payable monthly to the stockholders of record as of January 24, February 25 and March 25 of 2025, and (ii) enhanced special dividends on shares of our Series A Preferred Stock for the first quarter 2025, which will be seamlessly aggregated with the regular monthly Series A Preferred Dividends so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5% minimum and an 8.5% maximum annual rate, calculated and paid monthly.
Biggest changeDistributions Future distributions paid by us on our Class A common stock and Class C common stock will be at the discretion of our Board, and will depend upon our actual cash flow, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as our Board deems relevant. 62 Table of Contents Distributions paid on our Class A common shares, Class C common shares, OP Units and LTIP Units that are entitled to receive distribution equivalents when dividends are paid on the common stock, by quarter for the years ended December 31, 2025 and 2024, were as follows (amounts in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distributions ​ ​ Declared Per Share ​ ​ ​ Total Paid 2024 ​ ​ ​ ​ ​ ​ First Quarter ​ $ — ​ $ 12,388 ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ First Quarter ​ $ 0.500 ​ $ — Second Quarter ​ — ​ 1,629 Third Quarter ​ — ​ 1,654 Fourth Quarter ​ — ​ 1,651 Total ​ $ 0.500 ​ $ 4,934 ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ ​ First Quarter ​ $ — ​ $ 1,655 ​ On January 15, 2026, our Board authorized, and we declared, (i) regular monthly dividends for the first quarter 2026 equal to a monthly rate of $0.125 per share on our Series A Preferred Stock (the “Series A Preferred Dividends”), payable monthly to the stockholders of record as of January 23, February 25 and March 25 of 2026, and (ii) enhanced special dividends on shares of our Series A Preferred Stock for the first quarter 2026, which will be seamlessly aggregated with the regular monthly Series A Preferred Dividends so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5% minimum and an 8.5% maximum annual rate, calculated and paid monthly.
The Series A Preferred Dividends and enhanced special dividends for the months of January and February were paid in cash on February 5, 2025 and March 5, 2025, respectively, with the March dividends to be paid in cash on April 4, 2025.
The Series A Preferred Dividends and enhanced special dividends for the month of January were paid in cash on February 5, 2026, with the February and March dividends to be paid in cash on March 5, 2026 and April 2, 2026, respectively.
On March 6, 2025, the closing price of our Class A common stock, as reported on the NYSE American, was $11.90. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 10/06/22 12/31/22 12/31/23 12/31/24 Bluerock Homes Trust, Inc. 100.00 92.57 ​ 65.11 ​ 61.76 Russell 3000 Index 100.00 102.36 ​ 128.92 ​ 159.62 Russell 2000 Index 100.00 100.89 ​ 117.97 ​ 131.58 Dow Jones Equity All REIT Index 100.00 105.65 ​ 117.58 ​ 123.29 MSCI U.S.
On February 20, 2026, the closing price of our Class A common stock, as reported on the NYSE American, was $11.45. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index ​ ​ ​ 10/06/22 ​ ​ ​ 12/31/22 ​ ​ ​ 12/31/23 ​ ​ ​ 12/31/24 ​ ​ ​ 12/31/25 Bluerock Homes Trust, Inc. 100.00 92.57 ​ 65.11 ​ 61.76 ​ 51.91 Russell 3000 Index 100.00 102.36 ​ 128.92 ​ 159.62 ​ 186.98 Russell 2000 Index 100.00 100.89 ​ 117.97 ​ 131.58 ​ 148.43 Dow Jones Equity All REIT Index 100.00 105.65 ​ 117.58 ​ 123.29 ​ 126.25 MSCI U.S.
REIT Index 100.00 106.01 ​ 120.58 ​ 131.13 ​ Stockholder Information As of March 6, 2025, we had approximately 3,953,219 shares of Class A common stock outstanding held by a total of 496 stockholders, one of which is the holder for all beneficial owners who hold in street name.
REIT Index 100.00 106.01 ​ 120.58 ​ 131.13 ​ 135.00 ​ Stockholder Information As of February 20, 2026, we had approximately 4,047,114 shares of Class A common stock outstanding held by a total of 442 stockholders, one of which is the holder for all beneficial owners who hold in street name.
The common stock dividends will be payable quarterly to the stockholders of record as of (i) March 25, 2025, (ii) June 25, 2025, (iii) September 25, 2025, and (iv) December 24, 2025, which will be paid in cash on (i) April 4, 2025, (ii) July 3, 2025, (iii) October 3, 2025, and (iv) January 5, 2026, respectively.
The Series B Preferred Dividends for the months of February and March will be paid in cash on March 5, 2026 and April 2, 2026, respectively. There were no holders of our Series B Preferred Stock as of the January record date.
Removed
Distributions Future distributions paid by us on our Class A common stock and Class C common stock will be at the discretion of our Board, and will depend upon our actual cash flow, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as our Board deems relevant.
Added
On January 15, 2026, our Board authorized, and we declared, regular monthly dividends for the first quarter 2026 equal to a monthly rate of $0.15625 per share on our Series B Preferred Stock (the “Series B Preferred Dividends”), payable monthly to the stockholders of record as of January 23, February 25 and March 25 of 2026.
Removed
Except for the special dividend addressed below, no distributions were paid on our Class A common stock and Class C common stock for the years ended December 31, 2024 and 2023. 61 Table of Contents On December 19, 2023 our Board authorized, and we declared a special dividend of $1.00 per share on our Class A common stock, Class C common stock, OP Units and LTIP Units, which was payable to the stockholders of record as of December 29, 2023, and which was paid in cash on January 5, 2024.
Added
Distributions paid for the years ended December 31, 2025 and 2024 were funded from cash provided by operating activities except with respect to $6.9 million for the year ended December 31, 2024, which was funded from sales of real estate, borrowings, and/or proceeds from our equity offerings.
Removed
On March 11, 2025, we declared, and our Board previously authorized, quarterly cash dividends of $0.125 per share, or $0.50 per share annually, for our Class A common stock and Class C common stock for each quarter of fiscal year 2025.
Added
Although we may use alternative sources of cash to fund distributions in a given period, we expect that distribution requirements for an entire year will be met with cash flows from operating activities. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash provided by operations ​ $ 27,763 ​ $ 9,058 ​ ​ ​ ​ ​ ​ ​ Cash distributions to preferred stockholders ​ (8,971) ​ (3,457) Cash distributions to common stockholders ​ (1,511) ​ (3,879) Cash distributions to noncontrolling interests ​ (5,710) ​ (8,654) Total distributions ​ $ (16,192) ​ $ (15,990) Excess (shortfall) ​ $ 11,571 ​ $ (6,932) ​ ​ ​ ​ ​ ​ ​ Proceeds from redemption of preferred equity investments ​ $ 64,564 ​ $ 16,238 Net proceeds from sale of real estate assets ​ $ 16,690 ​ $ 26,196 ​ 63 Table of Contents Return of Capital Cash dividends distributed for the years ended December 31, 2025 and 2024 related to preferred stock and common stock were classified for federal income tax purposes as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Preferred Stock Dividends (rounded) ​ ​ ​ Ordinary 53.26 % 8.04 % Capital Gains 18.09 % 61.54 % Non-dividend / Return of capital 28.65 % 30.42 % Total 100.00 % 100.00 % ​ ​ ​ ​ ​ ​ Capital Gain Detail: ​ ​ ​ 20% gain 73.31 % 30.26 % Section 1250 gain 26.69 % 69.74 % Total 100.00 % 100.00 % ​ ​ ​ ​ ​ ​ Common Stock Dividends (rounded) ​ ​ ​ Non-dividend / Return of capital 100.00 % 100.00 % ​ Unregistered Sales of Equity Securities We previously disclosed our issuances during the years ended December 31, 2025 and 2024 of equity securities that were not registered under the Securities Act of 1933, as amended, on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2024, February 23, 2024, April 5, 2024, May 2, 2024, May 15, 2024, August 12, 2024, November 13, 2024, January 3, 2025, March 11, 2025, April 7, 2025, April 24, 2025, May 14, 2025, August 20, 2025 and November 12, 2025.
Removed
Return of Capital For the year ended December 31, 2024, 100% of the distributions received by the common stockholders were classified as a return of capital.
Removed
The distributions received by the preferred stockholders were classified for income tax purposes as 8.0406% ordinary, 30.4154% as a return of capital, and 61.5440% as capital gains, with 30.2646% of the capital gains qualifying as long-term capital gains and 69.7354% qualifying as Section 1250 gains.
Removed
For the year ended December 31, 2023, 100% of the distributions received by both the common and preferred stockholders were classified as capital gains for income tax purposes and none were a return of capital, with 0.4022% and 0.5665% of the capital gains qualifying as Section 1250 gains for the common and preferred stockholders, respectively.
Removed
Unregistered Sales of Equity Securities We previously disclosed our issuances during the years ended December 31, 2024 and 2023 of equity securities that were not registered under the Securities Act of 1933, as amended, in our Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023, and on Form 8-K filed with the SEC on January 5, 2023, February 23, 2023, May 19, 2023, May 26, 2023, August 16, 2023, November 15, 2023, January 10, 2024, February 23, 2024, April 5, 2024, May 2, 2024, May 15, 2024, August 12, 2024 and November 13, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

111 edited+76 added−54 removed58 unchanged
Biggest changeDeclaration of Dividends ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date Record Date Amount Paid / Payable Date Series A Preferred Stock (1) ​ January 15, 2025 ​ January 24, 2025 ​ $ 0.125 ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ 0.125 ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ 0.125 ​ April 4, 2025 Series A Preferred Enhanced Special Dividend ​ ​ ​ ​ ​ January 15, 2025 ​ January 24, 2025 ​ ​ (2) ​ ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ ​ (2) ​ ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ ​ (2) ​ ​ April 4, 2025 (1) Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding. 83 Table of Contents (2) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock.
Biggest changeDistributions ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date ​ ​ ​ Record Date ​ ​ ​ Amount ​ ​ ​ Paid / Payable Date Class A common stock ​ ​ ​ ​ March 11, 2025 ​ March 25, 2025 ​ $ 0.125 ​ April 4, 2025 March 11, 2025 ​ June 25, 2025 ​ ​ 0.125 ​ July 3, 2025 March 11, 2025 ​ September 25, 2025 ​ ​ 0.125 ​ October 3, 2025 March 11, 2025 ​ December 24, 2025 ​ ​ 0.125 ​ January 5, 2026 Class C common stock ​ ​ ​ ​ ​ ​ March 11, 2025 ​ March 25, 2025 ​ $ 0.125 ​ April 4, 2025 March 11, 2025 ​ June 25, 2025 ​ ​ 0.125 ​ July 3, 2025 March 11, 2025 ​ September 25, 2025 ​ ​ 0.125 ​ October 3, 2025 March 11, 2025 ​ December 24, 2025 ​ ​ 0.125 ​ January 5, 2026 Series A Preferred Stock (1) ​ ​ ​ ​ ​ ​ October 14, 2024 ​ December 24, 2024 ​ $ 0.125 ​ January 3, 2025 January 15, 2025 ​ January 24, 2025 ​ 0.125 ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ 0.125 ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ 0.125 ​ April 4, 2025 April 15, 2025 ​ April 25, 2025 ​ 0.125 ​ May 5, 2025 April 15, 2025 ​ May 23, 2025 ​ 0.125 ​ June 5, 2025 April 15, 2025 ​ June 25, 2025 ​ ​ 0.125 ​ July 3, 2025 July 15, 2025 ​ July 25, 2025 ​ ​ 0.125 ​ August 5, 2025 July 15, 2025 ​ August 25, 2025 ​ 0.125 ​ September 5, 2025 July 15, 2025 ​ September 25, 2025 ​ ​ 0.125 ​ October 3, 2025 October 15, 2025 ​ October 24, 2025 ​ ​ 0.125 ​ November 5, 2025 October 15, 2025 ​ November 25, 2025 ​ ​ 0.125 ​ December 5, 2025 October 15, 2025 ​ December 24, 2025 ​ ​ 0.125 ​ January 5, 2026 Series A Preferred Enhanced Special Dividend (2) ​ ​ ​ ​ ​ ​ ​ October 14, 2024 ​ December 24, 2024 ​ $ 0.010417 ​ January 3, 2025 January 15, 2025 ​ January 24, 2025 ​ ​ 0.010417 ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ ​ 0.010417 ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ ​ 0.010417 ​ April 4, 2025 April 15, 2025 ​ April 25, 2025 ​ ​ 0.010417 ​ May 5, 2025 April 15, 2025 ​ May 23, 2025 ​ ​ 0.010417 ​ June 5, 2025 April 15, 2025 ​ June 25, 2025 ​ ​ 0.010417 ​ July 3, 2025 July 15, 2025 ​ July 25, 2025 ​ ​ 0.010417 ​ August 5, 2025 July 15, 2025 ​ August 25, 2025 ​ ​ 0.010417 ​ September 5, 2025 July 15, 2025 ​ September 25, 2025 ​ ​ 0.010417 ​ October 3, 2025 October 15, 2025 ​ October 24, 2025 ​ ​ 0.010417 ​ November 5, 2025 October 15, 2025 ​ November 25, 2025 ​ ​ 0.010417 ​ December 5, 2025 October 15, 2025 ​ December 24, 2025 ​ ​ 0.010417 ​ January 5, 2026 (1) Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding. 81 Table of Contents (2) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock.
Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on our consolidated balance sheets.
Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on our consolidated balance sheets.
The Policy provides that if, within 10 business days of any such Preferred Redemption in common stock, any such shares of Class A common stock are sold at a loss (i.e. a lower price than the Aggregate Redemption Value), the holder can apply to us for a cash payment to the holder in an amount equal to the difference between (i) the Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Policy.
The Series A Safeguard Policy provides that if, within 10 business days of any such Series A Preferred Redemption in Common Stock, any such shares of Class A common stock are sold at a loss (i.e. a lower price than the Aggregate Redemption Value), the holder can apply to us for a cash payment to the holder in an amount equal to the difference between (i) the Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Series A Safeguard Policy.
In this regard, we also utilize information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.
In this regard, we may also utilize information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.
Such an event could materially and adversely affect our net income and results of operations. We intend to continue to organize and operate in such a manner as to remain qualified as a REIT. Significant Developments Investment Activity Summary Provided below is a summary of our investment activity during the year ended December 31, 2024.
Such an event could materially and adversely affect our net income and results of operations. We intend to continue to organize and operate in such a manner as to remain qualified as a REIT. Significant Developments Investment Activity Summary Provided below is a summary of our investment activity during the year ended December 31, 2025.
We are externally managed by the Manager, which manages our day-to-day operations under the Management Agreement. The current term of the Management Agreement expires October 6, 2025 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement.
We are externally managed by the Manager, which manages our day-to-day operations under the Management Agreement. The current term of the Management Agreement expires October 6, 2026 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement.
(2) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended December 31, 2024. (3) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2024 divided by (ii) total number of units, expressed as a percentage.
(2) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended December 31, 2025. (3) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2025 divided by (ii) total number of units, expressed as a percentage.
AFS debt securities are carried at fair value in our consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in our consolidated balance sheets, and as a component of other comprehensive income in our consolidated statements of operations and comprehensive income.
AFS debt securities are carried at fair value on our consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income on our consolidated balance sheets, and as a component of other comprehensive income on our consolidated statements of operations and comprehensive income (loss).
As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential. Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs.
As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential. 79 Table of Contents Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs.
NOI allows us to evaluate the operating performance of our properties because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as a supplemental measure of our financial performance.
NOI allows us to evaluate the operating performance of our properties because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses. 72 Table of Contents However, NOI should only be used as a supplemental measure of our financial performance.
We account for these investments as preferred equity investments in our consolidated balance sheets, and we earn a fixed return on these investments which is included within income from preferred equity investments in our consolidated statements of operations and comprehensive income.
We account for these investments as preferred equity investments on our consolidated balance sheets, and we earn a fixed return on these investments which is included within income from preferred equity investments on our consolidated statements of operations and comprehensive income (loss).
Our Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize our return on investment. We have no employees and are supported by a related-party service agreement with the Manager (the “Management Agreement”).
Our Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize our return on investment. 64 Table of Contents We have no employees and are supported by a related-party service agreement with the Manager (the “Management Agreement”).
We amortize the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average six months.
We amortize the value of in-place leases to expense over the remaining non-cancelable terms of the respective leases, which is on average six months.
Results of Operations Note 3 “Acquisition of Real Estate”; Note 4 “Sale of Real Estate Assets and Held for Sale Real Estate Assets”; Note 5 “Investments in Real Estate”; Note 6 “Notes and Interest Receivable”; and Note 7 “Preferred Equity Investments,” to our Consolidated Financial Statements provide discussion of our various purchases and sales of consolidated investments, and our loan and preferred equity investments.
Results of Operations Note 3 “Acquisition of Real Estate”; Note 4 “Sale of Real Estate Assets and Held for Sale Real Estate Assets”; Note 5 “Investments in Real Estate”; Note 6 “Notes and Interest Receivable”; Note 7 “Investment in Unconsolidated Real Estate Fund”; and Note 8 “Preferred Equity Investments,” to our Consolidated Financial Statements provide discussion of our various purchases and sales of consolidated investments, and our loan and preferred equity investments.
As we did in the year ended December 31, 2024, we may also selectively sell consolidated operating assets at appropriate times, which would be expected to generate cash sources for both our short-term and long-term liquidity needs. 72 Table of Contents We may also meet our long-term liquidity needs through borrowings from a number of sources, either at the corporate or project level.
As we did in the year ended December 31, 2025, we may also selectively sell consolidated operating assets at appropriate times, which would be expected to generate cash sources for both our short-term and long-term liquidity needs. We may also meet our long-term liquidity needs through borrowings from a number of sources, either at the corporate or project level.
While consolidated occupancy excluding units classified as held for sale and down/renovation units remains strong at 94.0% as of December 31, 2024, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants.
While consolidated occupancy excluding units classified as held for sale and down/renovation units remains strong at 93.0% as of December 31, 2025, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants.
Based on this analysis, if we do not believe that we will be able to recover the carrying value of the operating real estate and related intangible assets, we will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets based on the discounted cash flows of the operating asset.
Based on this analysis, if we do not believe that we will be able to recover the carrying value of the operating real estate and related intangible assets, we will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets.
Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development projects, (ii) repayment of long-term debt and our revolving credit facilities, (iii) capital expenditures, and (iv) cash redemption requirements related to our Series A Preferred Stock, and (v) Class A common stock repurchases under our stock repurchase plan.
Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development projects, (ii) repayment of long-term debt and our revolving credit facility, (iii) capital expenditures, and (iv) cash redemption requirements related to our Series A Preferred Stock and our Series B Preferred Stock, (v) cash requirements related to our Series A Safeguard Policy and our Series B Safeguard Policy, and (v) Class A common stock repurchases under our stock repurchase plan.
CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition and other transaction costs, non-cash interest, unrealized gains or losses on derivatives, provision for (recovery of) credit losses, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, equity compensation expense, and preferred stock accretion.
CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition and other transaction costs, non-cash interest, unrealized gains or losses on derivatives, provision for (recovery of) credit losses, non - cash returns on unconsolidated real estate funds, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, equity compensation expense, non - recurring income tax, and preferred stock accretion.
We intend to finance our long-term liquidity requirements with net proceeds of additional issuances of common and preferred stock, including issuances in connection with the continuous registered offering of our Series A Preferred Stock, our revolving credit facilities, our DST Program, as well as future acquisition or project-based borrowings.
We intend to finance our long-term liquidity requirements with net proceeds of additional issuances of common and preferred stock, including issuances in connection with the continuous registered offerings of our Series A Preferred Stock and Series B Preferred Stock, our revolving credit facility, our DST Program, as well as future acquisition or project-based borrowings.
(3) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend, which replaces the additional contingent special daily dividends, equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock.
(2) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock.
Intangible assets include the value of in-place leases which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up.
The value of in-place leases represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up.
While our distributions through December 31, 2024 have been paid from cash flow from operations and in accordance with our policy, distributions in the future may be paid from cash flow from operations, proceeds from the offering of our Series A Preferred Stock, proceeds from the DST Program, the sales of assets, and additional sources, such as from borrowings.
While our distributions through December 31, 2025 have been paid from cash flow from operations and in accordance with our policy, distributions in the future may be paid from cash flow from operations, proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, proceeds from the DST Program, the sales of assets, and additional sources, such as from borrowings.
During this review process, if we determine that it is probable that we will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that preferred equity investment is not considered fully recoverable and a provision for credit loss is recorded.
During this review process, if we determine that it is probable that we will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, the preferred equity investment is not considered fully recoverable.
The Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Preferred Redemption in common stock”).
The Series A Safeguard Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Series A Preferred Redemption in Common Stock”).
Of the $10.6 million total expense for the year ended December 31, 2024, $6.2 million related to direct costs incurred by us, while the remaining $4.4 million related to the operating expense reimbursement to our Manager, which included rent, utilities, accounting and legal services, and IT expenses.
Of the $11.2 million total expense for the year ended December 31, 2025, $6.6 million related to direct costs incurred by us, while the remaining $4.0 million related to the operating expense reimbursement to our Manager, which included rent, utilities, accounting and legal services, and IT expenses.
At December 31, 2024 and 2023, we had 167 units and 118 units, respectively, classified as held for sale, and for the years ended December 31, 2024 and 2023, we had recorded impairments related to held for sale units of $3.3 million and $1.3 million, respectively, which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statements of operations and comprehensive income.
At December 31, 2025 and 2024, we had 107 units and 167 units, respectively, classified as held for sale, and for the years ended December 31, 2025 and 2024, we recorded impairments related to held for sale units of $2.1 million and $3.3 million, respectively, which is included in (impairment) and gain on sale of real estate investments, net on our consolidated statements of operations and comprehensive income (loss).
We also have preferred equity interests in properties that are in various stages of development and in lease-up, and our preferred equity investments are structured to provide a current and/or accrued preferred return during all phases.
We have preferred equity interests in properties that are in various stages of development and operating, and our preferred equity investments are structured to provide a current and/or accrued preferred return during all phases.
Series A Preferred Stock Redemption Safeguard Policy On February 6, 2025, we implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to our Series A Preferred Stock.
Series A Preferred Stock Redemption Safeguard Policy On February 6, 2025, we implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Series A Safeguard Policy”) with respect to our Series A Preferred Stock.
Rental revenue is included within rental and other property revenues on our consolidated statements of operations and comprehensive income. Amounts received in advance are recorded as a liability within other accrued liabilities on our consolidated balance sheet. Other property revenues are recognized in the period earned.
Rental revenue is included within rental and other property revenues on our consolidated statements of operations and comprehensive income (loss). Amounts received in advance are recorded as a liability within other accrued liabilities on our consolidated balance sheet.
Subsequent Events Issuance of LTIP Units under the BHM Incentive Plans On January 1, 2025, we granted 5,405 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance.
Subsequent Events Issuance of LTIP Units under the BHM Incentive Plans On January 1, 2026, we granted 7,824 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See also “Forward-Looking Statements” preceding Part I.
Our principal objective is to generate attractive risk-adjusted returns on investments where we believe we can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations.
Our current investment strategy is focused on growing our portfolio of residential communities. Our principal objective is to generate attractive risk-adjusted returns on investments where we believe we can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations.
As of December 31, 2024, our consolidated operating investments were approximately 91.6% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 94.0% occupied. We have elected to be treated, and currently qualify, as a real estate investment trust (“REIT”) for federal income tax purposes.
As of December 31, 2025, our consolidated operating investments were approximately 90.9% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 93.0% occupied. We have elected to be treated, and currently qualify, as a real estate investment trust (“REIT”) for federal income tax purposes.
Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unit Holders We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and core funds from operations (“CFFO”) are important non-GAAP supplemental measures of operating performance for a REIT. 75 Table of Contents FFO attributable to common stockholders and unit holders is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance.
Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unit Holders We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and core funds from operations (“CFFO”) are important non-GAAP supplemental measures of operating performance for a REIT.
During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, we recorded a $1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024, which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statement of operations and comprehensive income.
During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, we recorded a $1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024. The impairment losses for 2025 and 2024 are recorded within (impairment) and gain on sale of real estate investments, net on our consolidated statement of operations and comprehensive income (loss).
If the property does not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could be reduced below the stated returns currently being recognized if the property does not produce sufficient cash flow to pay its operating expenses and debt service, or to refinance its debt obligations.
If the property did not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could have been reduced below the stated returns if the property did not produce sufficient cash flow to pay its operating expenses and debt service, or to refinance its debt obligations.
FFO or CFFO should not be considered as an alternative to net income (loss) attributable to common stockholders or as an indication of our liquidity, nor is either indicative of funds available to fund our cash needs, including our ability to make distributions.
FFO or CFFO should not be considered as an alternative to net income (loss) attributable to common stockholders or as an indication of our liquidity, nor is either indicative of funds available to fund our cash needs, including our ability to make distributions. Both FFO and CFFO should be reviewed in connection with other GAAP measurements.
Series A Redeemable Preferred Stock During the year ended December 31, 2024, we issued 4,198,566 shares of 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $25.00 per share (the “Stated Value”) under a continuous registered offering with net proceeds of approximately $92.9 million after (i) commissions, dealer manager fees and sales discounts of approximately $10.6 million, and (ii) costs related to establishing the offering of Series A Preferred Stock of approximately $1.5 million.
Series A Redeemable Preferred Stock During the year ended December 31, 2025, we issued 1,704,028 shares of 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $25.00 per share (the “Stated Value”) under a continuous registered offering with net proceeds of approximately $36.5 million after commissions, dealer manager fees, sales discounts and costs related to establishing the offering of Series A Preferred Stock.
In general, we believe our available cash balances, cash flows from operations, proceeds from the offering of our Series A Preferred Stock, proceeds from the Amended DB Credit Facility and KeyBank Credit Facility (as hereinafter defined, and collectively, the “revolving credit facilities”), proceeds from our DST Program, proceeds from future mortgage debt financings for acquisitions and/or development projects, and other financing arrangements will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months.
In general, we believe our available cash balances, cash flows from operations, proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, proceeds from the revolving credit facility, proceeds from our DST Program, proceeds from future mortgage debt financings for acquisitions and/or development projects, and other financing arrangements will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months.
We own and operate a portfolio of institutional residential properties including single-family homes, build-to-rent communities, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States.
Overview We were incorporated as a Maryland corporation on December 16, 2021. We own and operate a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States.
Management fees to related party amounted to $9.1 million for the year ended December 31, 2024 as compared to $7.9 million for the same prior year period. The increase was due to an increase in equity primarily from our continuous registered offering of Series A Preferred Stock, which began in the third quarter of 2023.
Management fees to related party amounted to $10.5 million for the year ended December 31, 2025 as compared to $9.1 million for the same prior year period. The increase was due to an increase in equity primarily from our continuous registered offering of Series A Preferred Stock.
The repurchase plan has a term of one year and may be discontinued at any time. The extent to which we repurchase shares of our Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations.
The extent to which we repurchase shares of our Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations.
Alternatively, if the joint ventures do not redeem our preferred membership interest when required, our income, FFO, CFFO and cash flows could be reduced if the development project does not produce sufficient cash flow to pays its operating expenses, debt service and preferred return obligations.
Alternatively, if the joint ventures do not redeem our preferred membership interest when required, our income, FFO, CFFO and cash flows could be reduced if the development project does not produce sufficient cash flow to pays its operating expenses, debt service and preferred return obligations. We previously held notes receivable investments that were structured as senior loans.
Expenses Property operating expenses increased $ 4.9 million, or 26%, to $24.1 million for the year ended December 31, 2024 as compared to $19.2 million for the same prior year period.
Expenses Property operating expenses increased $9.1 million, or 38%, to $33.2 million for the year ended December 31, 2025 as compared to $24.1 million for the same prior year period.
In addition, in October 2024, we entered into a credit agreement with KeyBank National Association and a syndicate of other lenders, which provides for a revolving loan with a maximum commitment amount of $50 million (the “KeyBank Credit Facility”).
In October 2024, we entered into a credit agreement related to our DST Program with KeyBank National Association and a syndicate of other lenders which provides for a revolving loan with a maximum commitment amount of $50 million.
Capital Expenditures The following table summarizes our total capital expenditures incurred for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 New development ​ $ 986 ​ $ — Redevelopment/renovations ​ 4,266 ​ 4,551 Routine capital expenditures ​ ​ 3,982 ​ ​ 3,193 Normally recurring capital expenditures ​ 629 ​ 436 Total capital expenditures ​ $ 9,863 ​ $ 8,180 ​ New development represents the expenditures for the planning, land development, and construction of residential homes and communities.
Capital Expenditures The following table summarizes our total capital expenditures incurred for the years ended December 31, 2025 and 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 New development ​ $ 8,062 ​ $ 986 Redevelopment/renovations ​ 5,198 ​ 4,266 Routine capital expenditures ​ ​ 3,731 ​ ​ 3,982 Normally recurring capital expenditures ​ 1,142 ​ 629 Total capital expenditures ​ $ 18,133 ​ $ 9,863 ​ New development represents the expenditures for the planning, land development, and construction of residential homes and communities.
We expect to maintain a distribution on our Series A Preferred Stock in accordance with the terms which require monthly dividends.
We expect to maintain a distribution on our Series A Preferred Stock in accordance with the terms which require monthly dividends. In addition, we expect to begin paying a distribution on our Series B Preferred Stock, and maintain such distributions, in accordance with the terms which require monthly dividends.
We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation.
FFO attributable to common stockholders and unit holders is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation.
On February 13, 2024, our Board authorized a stock repurchase plan that provided for the repurchase, from time to time, of up to an aggregate of $5 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act.
On February 10, 2026, the Board authorized a new stock repurchase plan, effective March 1, 2026, for the repurchase, from time to time, of up to an aggregate of $10 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.
Commencing in November 2023, the Series A Preferred Stock additional contingent special dividend was declared for each month for which the Board declared the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock. In May 2024, we announced the payment of an enhanced special dividend replacing the additional contingent special daily dividend.
Commencing in May 2024, the Series A Preferred enhanced special dividend was declared for each month for which the Board declared the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock.
As of December 31, 2024, we had issued a total of 4,635,241 shares of Series A Preferred Stock with total net proceeds of approximately $101.1 million after commissions, dealer manager fees, sales discounts and offering costs.
As of December 31, 2025, we had issued a total of 6,337,313 shares of Series A Preferred Stock with total net proceeds of approximately $137.6 million after commissions, dealer manager fees, sales discounts and offering costs.
We define NOI as total property revenues less total property operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. NOI also is a computation made by analysts and investors to measure a real estate company’s operating performance.
Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. NOI also is a computation made by analysts and investors to measure a real estate company’s operating performance.
Preferred Equity Investments We perform an individual assessment of expected credit losses for our preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date.
Other property revenues are recognized in the period earned. 85 Table of Contents Current Expected Credit Losses (CECL) Preferred Equity Investments We perform an individual assessment of expected credit losses for our preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date.
We believe our revolving credit facilities will serve as our primary debt source that will continue to enable us to deploy our capital more efficiently and provide capital structure flexibility as we grow our asset base. In addition to restrictive covenants, our revolving credit facilities contain material financial covenants.
We believe this revolving credit facility will serve as our primary debt source that will continue to enable us to deploy our capital more efficiently and provide capital structure flexibility as we grow our asset base. The revolving credit facility contains certain financial and operating covenants.
The Policy applies both retroactively, and on a go-forward basis, to holders of our Series A Preferred Stock. ​ Class A Common Stock Repurchase Plan On February 28, 2025, our Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $5 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.
Class A Common Stock Repurchase Plan On February 10, 2026, the Board authorized a new stock repurchase plan, effective March 1, 2026, for the repurchase, from time to time, of up to an aggregate of $10 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act.
Off-Balance Sheet Arrangements As of December 31, 2024, we have off-balance sheet arrangements that may have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures. As of December 31, 2024, we own investments in eight joint ventures that are accounted for as available-for-sale debt securities.
Off-Balance Sheet Arrangements As of December 31, 2025, we have off-balance sheet arrangements that may have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures. As of December 31, 2025, we entered into five joint venture agreements which are classified as available-for-sale debt securities.
The determination of our Board will be based on several factors, including funds available from operations, our capital expenditure requirements and the annual distribution requirements necessary to maintain our REIT status for federal income tax purposes. As a result, our distribution rate and payment frequency may vary from time to time.
Our Board will determine the amount of dividends to be paid to our stockholders. The determination of our Board will be based on several factors, including funds available from operations, our capital expenditure requirements and the annual distribution requirements necessary to maintain our REIT status for federal income tax purposes.
Sale of Consolidated Operating Units We closed on the following sales: four units in the ILE portfolio, eleven units in the Indy-Springfield portfolio, twenty-three units in the Peak JV 2 portfolio, and sixty units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.
Sales of Consolidated Operating Units We closed on the following sales: 8 units in the Golden Pacific portfolio, 28 units in the ILE portfolio, 19 units in the Indy-Springfield portfolio, 24 units in the Peak JV 2 portfolio, and 48 units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.
We evaluate the collectability of each loan investment and estimate a provision for credit loss, as applicable. 80 Table of Contents Real Estate Assets Real Estate Purchase Price Allocations Upon acquisition, we evaluate our acquired residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination.
Real Estate Assets Real Estate Purchase Price Allocations Upon acquisition, we evaluate our acquired residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination.
The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI, as computed in accordance with GAAP for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Net loss attributable to common stockholders ​ $ (4,234) ​ $ (4,503) Add back: Net loss attributable to Operating Partnership Units ​ (9,232) ​ (8,996) Net loss attributable to common stockholders and unit holders ​ (13,466) ​ (13,499) Net loss attributable to partially owned properties’ noncontrolling interests ​ (2,891) ​ (2,398) Real estate depreciation and amortization ​ 19,810 ​ 16,023 Non-real estate depreciation and amortization ​ 140 ​ 200 Non-cash interest expense ​ 1,755 ​ 2,775 Unrealized loss on derivatives ​ 3,885 ​ 2,933 (Recovery of) provision for credit losses ​ (93) ​ 174 Property management and asset management fees ​ 4,715 ​ 4,416 Management fees to related party ​ 9,111 ​ 7,922 Acquisition and other transaction costs ​ 255 ​ 1,820 Corporate operating expenses ​ 10,582 ​ 7,959 Weather-related losses, net ​ 170 ​ (17) Loss on extinguishment of debt costs ​ 151 ​ — Interest income ​ (5,424) ​ (2,609) Preferred stock dividends ​ 4,022 ​ 130 Preferred stock accretion ​ 244 ​ — Other income, net ​ (330) ​ (679) Income from preferred equity investments ​ ​ (11,937) ​ ​ (11,632) Interest income from loan investments ​ ​ (1,630) ​ ​ (94) (Gain) on sale and impairment of real estate investments, net ​ (7,081) ​ 1,017 Total property income ​ ​ 11,988 ​ ​ 14,441 Add back: Interest expense ​ 12,452 ​ 7,394 Net operating income ​ $ 24,440 ​ $ 21,835 ​ Liquidity and Capital Resources Liquidity is a measure of our ability to meet potential cash requirements, both short- and long-term.
The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI, as computed in accordance with GAAP for the years ended December 31, 2025 and 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net loss attributable to common stockholders ​ $ (11,491) ​ $ (4,234) Add back: Net loss attributable to Operating Partnership Units ​ (25,797) ​ (9,232) Net loss attributable to common stockholders and unit holders ​ (37,288) ​ (13,466) Net loss attributable to partially owned properties’ noncontrolling interests ​ (9,051) ​ (2,891) Real estate depreciation and amortization ​ 29,361 ​ 19,810 Non-real estate depreciation and amortization ​ 57 ​ 140 Non-cash interest expense ​ 2,598 ​ 1,755 Unrealized loss on derivatives ​ 2,105 ​ 3,885 Recovery of credit losses, net ​ (103) ​ (93) Property management and asset management fees ​ 5,372 ​ 4,715 Management fees to related party ​ 10,471 ​ 9,111 Acquisition and other transaction costs ​ 418 ​ 255 Corporate operating expenses ​ 11,249 ​ 10,582 Weather-related losses, net ​ 59 ​ 170 Loss on extinguishment of debt costs ​ 27 ​ 151 Interest income ​ (5,258) ​ (5,424) Preferred stock dividends ​ 9,203 ​ 4,022 Preferred stock accretion ​ 4,538 ​ 244 Other expense (income), net ​ 139 ​ (330) Income tax expense ​ ​ 1,632 ​ ​ — Income from preferred equity investments ​ ​ (8,759) ​ ​ (11,937) Share of net earnings of equity method investment ​ ​ (1,058) ​ ​ — Interest income from loan investments ​ ​ (598) ​ ​ (1,630) Impairment and (gain on sale) of real estate investments, net ​ 4,216 ​ (7,081) Gain on sale of available-for-sale investments ​ ​ (3,664) ​ ​ — Total property income ​ ​ 15,666 ​ ​ 11,988 Add back: Interest expense ​ 19,285 ​ 12,452 Net operating income ​ $ 34,951 ​ $ 24,440 ​ Liquidity and Capital Resources Liquidity is a measure of our ability to meet potential cash requirements, both short- and long-term.
We believe we will be able to meet our primary liquidity requirements going forward through, among other sources: ● $115.2 million in cash available at December 31, 2024; ● capacity of $79 million, of which approximately $13 million was available at December 31, 2024, on our revolving credit facilities; ● proceeds from future mortgage debt financings for acquisition and/or development projects; ● cash generated from operating activities; and ● proceeds from the offering of our Series A Preferred Stock and potential offerings of common and preferred stock, as well as issuances of units of limited partnership interest in our Operating Partnership (“OP Units”). 71 Table of Contents The following table summarizes our contractual obligations as of December 31, 2024 related to our mortgage notes secured by our properties and revolving credit facilities.
We believe we will be able to meet our primary liquidity requirements going forward through, among other sources: ● $169.6 million in cash available at December 31, 2025; ● capacity of $50 million on the revolving credit facility, all of which was available at December 31, 2025 for use in our DST Program; ● proceeds from future mortgage debt financings for acquisition and/or development projects; ● cash generated from operating activities; and ● proceeds from the offerings of our Series A Preferred Stock and Series B Preferred Stock, and potential offerings of common and preferred stock, as well as issuances of units of limited partnership interest in our Operating Partnership (“OP Units”).
Property management fees are based on a stated percentage of property revenues and asset management fees are based on a stated percentage of capital contributions or assets under management, where applicable. General and administrative expenses amounted to $10.6 million for the year ended December 31, 2024 as compared to $8.0 million for the same prior year period.
Property management and asset management fees expense were $5.4 million for the year ended December 31, 2025 as compared to $4.7 million in the same prior year period. Property management fees are based on a stated percentage of property revenues and asset management fees are based on a stated percentage of capital contributions or assets under management, where applicable.
We consider the period of future benefit of an asset to determine its appropriate useful life and anticipate the estimated useful lives of assets by class to be generally as follows: ​ ​ ​ Buildings 30 – 40 years Building improvements 5 – 15 years Land improvements 5 – 15 years Furniture, fixtures and equipment 3 – 8 years In-place leases 6 months ​ 81 Table of Contents Impairment of Operating Real Estate Assets We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our operating real estate and related intangible assets may not be recoverable.
We consider the period of future benefit of an asset to determine its appropriate useful life and anticipate the estimated useful lives of assets by class to be generally as follows: ​ ​ ​ Buildings ​ ​ ​ 30 – 40 years Building improvements 5 – 15 years Land improvements 5 – 15 years Furniture, fixtures and equipment 3 – 8 years In-place leases 6 months ​ 84 Table of Contents Intangible Assets Intangible assets includes (i) the value of in-place leases and (ii) a real estate tax abatement.
Cash Flows Cash Flows from Operating Activities As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments, with the twenty-three investments representing an aggregate of 5,087 residential units.
Cash Flows Cash Flows from Operating Activities As of December 31, 2025, we held twenty-five real estate investments, consisting of nineteen consolidated investments, five preferred equity investments, and one unconsolidated real estate fund investment, with the twenty-four consolidated and preferred equity investments representing an aggregate of 5,572 residential units.
Financing Activities Net cash provided by financing activities increased $245.1 million in 2024 compared to 2023 primarily due to: ● increase in mortgage borrowings of $158.5 million; ● increase in net proceeds from the Series A Preferred Offering of $84.2 million; ● increase in proceeds from credit facilities of $50.0 million; ● increase in contributions from noncontrolling interests of $5.5 million; ● increase in the purchase of noncontrolling interests of $2.2 million; and ● decrease in distributions paid to partially owned properties’ noncontrolling interests $0.2 million; offset by ● increase in net mortgage repayments of $20.8 million; ● increase in distributions paid of $15.8 million; ● increase in revolving credit facility repayments of $14.0 million; and ● increase in deferred financing fees of $4.9 million.
Financing Activities Net cash provided by financing activities decreased $55.8 million in 2025 compared to 2024 primarily due to: ● increase in revolving credit facility repayments of $83.0 million; ● decrease in net proceeds from the Series A Preferred Offering of $56.4 million; ● decrease in mortgage borrowings of $31.6 million; ● decrease in proceeds from credit facilities of $29.0 million; ● increase in distributions paid to partially owned properties’ noncontrolling interests $2.2 million; and 78 Table of Contents ● increase in redemptions of Series A Preferred Stock of $0.9 million; offset by ● increase in contributions from noncontrolling interests of $127.7 million; ● decrease in mortgage repayments of $15.6 million; ● decrease in distributions paid of $2.0 million; and ● decrease in the purchase of noncontrolling interests of $1.8 million.
As such, we have reclassified all our previously held-to-maturity debt securities to AFS debt securities. For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , we have concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate.
For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , we will evaluate the characteristics and the facts and circumstances to determine if loan accounting treatment is appropriate.
The 167 units classified as held for sale are all reported in our scattered single-family homes segment and are included in the following portfolios: 8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3. These units were identified based on submarket analysis and individual unit-level operational review.
The 107 units classified as held for sale at December 31, 2025 are included in the following portfolios: 12 units of Golden Pacific, 27 units of ILE, 18 units of Indy-Springfield, 8 units of Peak JV 2, and all 42 units of Peak JV 3. These units were identified based on submarket analysis and individual unit-level operational review.
For the first three quarters of 2024, we paid the base management fee to the Manager as one half (50%) in C-LTIP Units and the remainder in cash, and for the fourth quarter of 2024, we will pay $0.2 million of the base management fee in C-LTIP Units with the remainder in cash.
For the year ended December 31, 2025, $0.8 million of the base management fee was, or shall be, paid in C-LTIP Units with the remainder in cash. Prior to the fourth quarter 2024, we paid the base management fee to the Manager as one half (50%) in C-LTIP Units and the remainder in cash.
New Accounting Pronouncements See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to our Notes to the Consolidated Financial Statements for a description of accounting pronouncements. We do not believe these new pronouncements will have a significant impact on our Consolidated Financial Statements, cash flows or results of operations.
We do not believe these new pronouncements will have a significant impact on our Consolidated Financial Statements, cash flows or results of operations.
The purchase price of $103.0 million was funded with (i) a $56.7 million senior loan secured by Amira at Westly, (ii) borrowings of $36.0 million on a revolving credit facility, and (iii) cash of $14.5 million that we funded, inclusive of certain adjustments typical in such real estate transactions.
The purchase price of $88.5 million was funded with (i) a $57.5 million senior loan secured by Skytop Apartments, (ii) borrowings of $22.0 million through the KeyBank Credit Facility, and (iii) cash of $13.0 million funded by us, inclusive of certain adjustments typical in such real estate transactions.
If we are unable to obtain financing on favorable terms or at all, we would likely need to curtail our investment activities, including acquisitions and improvements to and developments of real properties, which could limit our growth prospects.
We will continue to monitor the debt markets, including Fannie Mae and Freddie Mac, and as market conditions permit, access borrowings that are advantageous to us. 75 Table of Contents If we are unable to obtain financing on favorable terms or at all, we would likely need to curtail our investment activities, including acquisitions and improvements to and developments of real properties, which could limit our growth prospects.
Our primary short-term liquidity requirements historically have related to (i) our operating expenses and other general business needs, (ii) investments in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, (v) ongoing commitments to repay borrowings, including our revolving credit facilities and our maturing debt, and (vi) Class A common stock repurchases under our stock repurchase plan. 70 Table of Contents Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our short-term liquidity needs could be affected by various risks and uncertainties, including the risks detailed in Part I, Item 1A titled “Risk Factors”.
Our primary short-term liquidity requirements historically have related to (i) our operating expenses and other general business needs, (ii) investments in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, (v) ongoing commitments to repay borrowings, including our maturing debt and KeyBank Credit Facility (as hereinafter defined, the “revolving credit facility”), and (vi) Class A common stock repurchases under our stock repurchase plan.
Neither FFO nor CFFO should be considered as an alternative to net income, including net income (loss) attributable to common stockholders, as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity. 76 Table of Contents The table below presents our calculation of FFO and CFFO for the years ended December 31, 2024 and 2023 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Net loss attributable to common stockholders ​ $ (4,234) ​ $ (4,503) Add back: Net loss attributable to Operating Partnership Units ​ ​ (9,232) ​ (8,996) Net loss attributable to common stockholders and unit holders ​ ​ (13,466) ​ (13,499) ​ ​ ​ ​ ​ ​ ​ Real estate depreciation and amortization ​ ​ 19,810 ​ 16,023 (Gain) on sale and impairment of real estate investments, net ​ ​ (7,081) ​ 1,017 Adjustment for partially owned properties’ noncontrolling interests ​ ​ (2,245) ​ (2,215) FFO attributable to common stockholders and unit holders ​ (2,982) ​ 1,326 ​ ​ ​ ​ ​ ​ ​ Acquisition and other transaction costs ​ 255 ​ 1,820 Non-cash interest expense ​ 1,755 ​ 2,775 Unrealized loss on derivatives ​ 3,885 ​ 2,933 (Recovery of) provision for credit losses, net ​ (93) ​ 174 Weather-related losses, net ​ ​ 170 ​ ​ (17) Loss on extinguishment of debt costs ​ 151 ​ — Non-real estate depreciation and amortization ​ 140 ​ 200 Other income, net ​ (330) ​ (679) Non-cash equity compensation ​ 6,872 ​ 13,040 Preferred stock accretion ​ 244 ​ — Adjustment for partially owned properties’ noncontrolling interests ​ (387) ​ (627) CFFO attributable to common stockholders and unit holders ​ $ 9,680 ​ $ 20,945 ​ ​ ​ ​ ​ ​ ​ Per Share and Unit Information: ​ ​ ​ ​ FFO attributable to common stockholders and unit holders – diluted ​ $ (0.24) ​ $ 0.12 CFFO attributable to common stockholders and unit holders – diluted ​ $ 0.79 ​ $ 1.82 ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and units outstanding – diluted ​ 12,247,598 ​ 11,537,120 ​ Operating cash flow, FFO and CFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and CFFO.
The table below presents our calculation of FFO and CFFO for the years ended December 31, 2025 and 2024 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net loss attributable to common stockholders ​ $ (11,491) ​ $ (4,234) Add back: Net loss attributable to Operating Partnership Units ​ ​ (25,797) ​ (9,232) Net loss attributable to common stockholders and unit holders ​ ​ (37,288) ​ (13,466) ​ ​ ​ ​ ​ ​ ​ Real estate depreciation and amortization ​ ​ 29,361 ​ 19,810 Impairment and (gain on sale) of real estate investments, net ​ ​ 4,216 ​ (7,081) Gain on sale of available-for-sale investments ​ ​ (3,664) ​ — Adjustment for partially owned properties’ noncontrolling interests ​ (4,974) ​ (2,245) FFO attributable to common stockholders and unit holders ​ (12,349) ​ (2,982) ​ ​ ​ ​ ​ ​ ​ Acquisition and other transaction costs ​ 418 ​ 255 Non-cash interest expense ​ 2,598 ​ 1,755 Unrealized loss on derivatives ​ 2,105 ​ 3,885 Recovery of credit losses, net ​ (103) ​ (93) Non-cash returns on unconsolidated real estate funds ​ ​ (505) ​ ​ — Weather-related losses, net ​ ​ 59 ​ ​ 170 Loss on extinguishment of debt costs ​ 27 ​ 151 Non-real estate depreciation and amortization ​ 57 ​ 140 Other expense (income), net ​ 289 ​ (330) Non-cash equity compensation ​ 4,834 ​ 6,872 Non-recurring income tax expense ​ ​ 1,154 ​ ​ — Preferred stock accretion ​ 4,538 ​ 244 Adjustment for partially owned properties’ noncontrolling interests ​ (939) ​ (387) CFFO attributable to common stockholders and unit holders ​ $ 2,183 ​ $ 9,680 ​ ​ ​ ​ ​ ​ ​ Per Share and Unit Information: ​ ​ ​ ​ FFO attributable to common stockholders and unit holders – diluted ​ $ (0.98) ​ $ (0.24) CFFO attributable to common stockholders and unit holders – diluted ​ $ 0.17 ​ $ 0.79 ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and units outstanding – diluted ​ 12,645,828 ​ 12,247,598 ​ Operating cash flow, FFO and CFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and CFFO. 80 Table of Contents Presentation of this information is intended to assist the reader in comparing the sustainability of the operating performance of different REITs, although it should be noted that not all REITs calculate FFO or CFFO the same way, so comparisons with other REITs may not be meaningful.
Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of our Class A common stock. 78 Table of Contents Our Board will determine the amount of dividends to be paid to our stockholders.
There is no assurance that we will continue to declare dividends or at this rate. Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of our Class A common stock.
The increase was partially offset by the sale of Navigator Villas and single-family units in our portfolio since January 1, 2023. Other Income and Expense Other income and expense amounted to income of $6.6 million for the year ended December 31, 2024 compared to income of $0.6 million for the same prior year period.
The increase was partially offset by (i) the sales of one residential community and single-family units in our portfolio since January 1, 2024 and (ii) in-place leases being fully amortized at one residential community prior to 2025. 71 Table of Contents Other Income and Expense Other income and expense amounted to expense of $9.5 million for the year ended December 31, 2025 as compared to income of $6.6 million for the same prior year period.
The twenty-three investments represent an aggregate of 5,087 residential units, comprised of 3,453 consolidated units, of which 170 units are under development, and 1,634 units through preferred equity and loan investments, which includes planned units and those under development.
The twenty-four consolidated and preferred equity investments represent an aggregate of 5,572 residential units, comprised of 4,423 consolidated units, of which 370 units are under development or in lease-up, and 1,149 units through preferred equity investments, which includes planned units and those under development.
Distributions Paid The following distributions were declared and/or paid to our stockholders subsequent to December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ Total Shares (1) Declaration Date Record Date Date Paid per Share Distribution Series A Preferred Stock October 14, 2024 ​ December 24, 2024 ​ January 3, 2025 $ 0.135417 $ 617 Series A Preferred Stock ​ January 15, 2025 ​ January 24, 2025 ​ February 5, 2025 ​ ​ 0.135417 ​ ​ 641 Series A Preferred Stock ​ January 15, 2025 ​ February 25, 2025 ​ March 5, 2025 ​ ​ 0.135417 ​ ​ 667 Total ​ ​ ​ ​ ​ $ 1,925 (1) Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of 6.0% of the Stated Value and any enhanced special dividends.
The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5% minimum and 8.5% maximum annual rate. 86 Table of Contents Distributions Paid The following distributions were declared and/or paid to our stockholders subsequent to December 31, 2025 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ Total Shares ​ ​ ​ Declaration Date ​ ​ ​ Record Date ​ ​ ​ Date Paid ​ ​ ​ per Share ​ ​ ​ Distribution Class A common stock ​ March 11, 2025 ​ December 24, 2025 ​ January 5, 2026 ​ $ 0.125000 ​ $ 506 Class C common stock ​ March 11, 2025 ​ December 24, 2025 ​ January 5, 2026 ​ ​ 0.125000 ​ ​ 1 Series A Preferred Stock (1) ​ October 15, 2025 ​ December 24, 2025 ​ January 5, 2026 ​ ​ 0.135417 ​ ​ 849 OP Units ​ March 11, 2025 ​ December 24, 2025 ​ January 5, 2026 ​ ​ 0.125000 ​ ​ 921 LTIP / C-LTIP Units ​ March 11, 2025 ​ December 24, 2025 ​ January 5, 2026 ​ ​ 0.125000 ​ ​ 227 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A Preferred Stock (1) January 15, 2026 ​ January 23, 2026 ​ February 5, 2026 ​ 0.135417 ​ 855 Total ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,359 (1) Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of 6.0% of the Stated Value and any enhanced special dividends.
(4) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2024 divided by (ii) total number of units, expressed as a percentage, and excludes 167 units classified as held for sale and an aggregate of 7 down/renovation units. 66 Table of Contents (5) Abode Wendell Falls is a build-to-rent development project that commenced construction in 2024.
(4) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2025 divided by (ii) total number of units, expressed as a percentage, and excludes 107 units classified as held for sale and an aggregate of 11 down/renovation units.
The following is a summary of our consolidated operational results by reportable segment for the years ended December 31, 2024 and 2023 ($ in thousands, except average rental rates): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 Variance Scattered single-family homes ​ $ 32,135 ​ $ 31,411 ​ 2.3 % Residential communities ​ ​ 16,449 ​ ​ 9,588 ​ 71.6 % Rental and other property revenues ​ $ 48,584 ​ $ 40,999 ​ 18.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 17,194 ​ $ 16,058 ​ 7.1 % Residential communities ​ ​ 6,950 ​ ​ 3,106 ​ 123.8 % Property operating expenses ​ $ 24,144 ​ $ 19,164 ​ 26.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 14,941 ​ $ 15,353 ​ -2.7 % Residential communities ​ ​ 9,499 ​ ​ 6,482 ​ 46.5 % Net operating income ​ $ 24,440 ​ $ 21,835 ​ 11.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ ​ 90.2 % ​ 91.0 % (80) bps Residential communities ​ ​ 95.1 % ​ 95.5 % (40) bps Average occupancy percentage (1)(2) ​ 91.7 % 91.8 % (10) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 1,556 ​ $ 1,487 ​ 4.6 % Residential communities ​ ​ 1,815 ​ ​ 1,939 ​ -6.4 % Average rental rate (2)(3) ​ $ 1,638 ​ $ 1,569 ​ 4.4 % (1) Represents the average of the ending occupancy as of the last day of each month in the year presented for all units in our consolidated portfolio.
Of the total 100 units that we have committed to acquire, 12 units had been acquired as of December 31, 2025. 69 Table of Contents The following is a summary of our consolidated operational results by reportable segment for the years ended December 31, 2025 and 2024 ($ in thousands, except average rental rates): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ Variance Rental and other property revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential communities ​ $ 37,554 ​ $ 16,449 ​ 128.3 % Scattered single-family homes ​ ​ 30,582 ​ ​ 32,135 ​ (4.8) % Total rental and other property revenues ​ ​ 68,136 ​ ​ 48,584 ​ 40.2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential communities ​ ​ 16,651 ​ ​ 6,950 ​ 139.6 % Scattered single-family homes ​ ​ 16,534 ​ ​ 17,194 ​ (3.8) % Total property operating expenses ​ ​ 33,185 ​ ​ 24,144 ​ 37.4 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential communities ​ ​ 20,903 ​ ​ 9,499 ​ 120.1 % Scattered single-family homes ​ ​ 14,048 ​ ​ 14,941 ​ (6.0) % Total net operating income ​ $ 34,951 ​ $ 24,440 ​ 43.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential communities ​ 93.5 % 95.1 % (160) bps Scattered single-family homes ​ ​ 89.3 % ​ 90.2 % (90) bps Average occupancy percentage (1)(2) ​ ​ 91.4 % ​ 91.7 % (30) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential communities ​ $ 1,767 ​ $ 1,815 ​ (2.6) % Scattered single-family homes ​ ​ 1,612 ​ ​ 1,556 ​ 3.6 % Average rental rate (2)(3) ​ $ 1,694 ​ $ 1,638 ​ 3.4 % (1) Represents the average of the ending occupancy as of the last day of each month in the year presented for all units in our consolidated portfolio.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe table above incorporates those exposures that exist as of December 31, 2024; it does not consider those exposures or positions which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
Biggest changeAs a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates. At December 31, 2025, we had interest rate caps and swaps, which are not accounted for as hedges, that we primarily use as part of our interest rate risk management strategy.
Based on our debt outstanding and interest rates in effect at December 31, 2024, a 100-basis point increase or decrease in interest rates on the portion of our debt bearing interest at variable rates would increase future interest expense by approximately $0.6 million or decrease interest expense by approximately $0.6 million, respectively, on an annual basis.
Based on our debt outstanding and interest rates in effect at December 31, 2025, a 100-basis point increase or decrease in interest rates on the portion of our debt bearing interest at variable rates would increase future interest expense by approximately $0.2 million or decrease interest expense by approximately $0.2 million, respectively, on an annual basis.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.
The extent of this risk is not quantifiable or predictable because of the variability of 84 Table of Contents future interest rates and our future financing requirements. We are not subject to foreign exchange rates or commodity price risk, and all our financial instruments were entered into for other than trading purposes.
We are not subject to foreign exchange rates or commodity price risk, and all our financial instruments were entered into for other than trading purposes. Our interest rate risk is monitored using a variety of techniques.
Our interest rate risk is monitored using a variety of techniques. The table below ($ in thousands) presents the principal payments and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes.
The table below ($ in thousands) presents the principal payments and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Fair value adjustments and unamortized deferred financing costs, net, of approximately $(12.4) million are excluded.
At December 31, 2024, we had interest rate caps and swaps, which are not accounted for as hedges, that we primarily use as part of our interest rate risk management strategy. Our interest rate caps and swaps effectively limit our exposure to interest rate risk by providing a ceiling on the underlying interest rate for $155.6 million of our debt.
Our interest rate caps and swaps effectively limit our exposure to interest rate risk by providing a ceiling on the underlying interest rate for $100.7 million of our debt.
Removed
Fair value adjustments and unamortized deferred financing costs, net, of approximately $(7.8) million are excluded. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 Thereafter Total Mortgage Notes Payable ​ $ 1,871 ​ $ 36,652 ​ $ 24,107 ​ $ 5,702 ​ $ 80,450 ​ $ 111,816 ​ $ 260,598 ​ Weighted Average Interest Rate ​ 3.97 % 4.13 % 7.23 % 5.79 % 5.25 % 5.19 % 5.25 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving Credit Facilities ​ $ 121,000 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 121,000 ​ Weighted Average Interest Rate ​ 7.53 % — ​ — ​ — ​ — ​ — ​ 7.53 % ​ The fair value of mortgages payable is estimated at $250.2 million at December 31, 2024.
Added
At December 31, 2025, the revolving credit facility had no outstanding balance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter ​ ​ ​ Total Mortgage Notes Payable ​ $ 33,036 ​ $ 82,889 ​ $ 5,703 ​ $ 80,450 ​ $ 55,166 ​ $ 183,539 ​ $ 440,783 ​ Weighted Average Interest Rate ​ 4.19 % 6.76 % 5.75 % 5.18 % 5.58 % 4.99 % 5.38 % ​ The fair value of mortgages payable is estimated at $436.4 million at December 31, 2025. 87 Table of Contents The table above incorporates those exposures that exist as of December 31, 2025; it does not consider those exposures or positions which could arise after that date.

Other BHM 10-K year-over-year comparisons