BHM

Business Context and Reporting Period

Company: Bluerock Homes Trust, Inc. (BHM)
Filing Type: Form 8-K (Current Report)
Date of Report: February 18, 2026
Reporting Period: The filing addresses the Base Management Fee for the quarter ended December 31, 2025 (Q4 2025).
Business Overview: The Company is an emerging growth company incorporated in Maryland, operating through its Operating Partnership and external Manager, Bluerock Homes Manager, LLC.

Key Financial Metrics and Transaction Details

This filing details an unregistered sale of equity securities (C-LTIP Units) in lieu of cash compensation. No revenue, profit, or debt metrics are disclosed in this specific report.

• Total Q4 2025 Base Management Fee Portion in Equity: $210,000
• Total C-LTIP Units Issued: 22,252 units
• Issuance Date: February 18, 2026
• Valuation Basis: Average closing price of Class A Common Stock on the five business days prior to issuance.

Material Changes and Transaction Structure

The filing discloses a specific allocation of the Q4 2025 Base Management Fee to satisfy payroll reimbursement obligations for executive management:

• CEO Allocation (R. Ramin Kamfar): 15,894 C-LTIP Units valued at $150,000. This satisfies 80.0% of his base salary for Q4 2025.
• President Allocation (Jordan Ruddy): 6,358 C-LTIP Units valued at $60,000. This satisfies 80.0% of his base salary for Q4 2025.
• Remaining Fee: The remainder of the Q4 2025 Base Management Fee is payable in cash.

Guidance, Outlook, and Terms of Issuance

Terms of C-LTIP Units:

• Vesting: Fully vested upon issuance.
• Conversion: May convert to Operating Partnership (OP) Units upon reaching capital account equivalency with Company-held OP Units.
• Settlement: After conversion and a one-year holding period, units may be redeemed for cash or settled in Class A Common Stock at the Company's option.
• Distributions: Recipients are entitled to "distribution equivalents" concurrent with Class A Common Stock distributions.

Regulatory Basis: Issuance relied on exemptions under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, as recipients are accredited investors with substantive pre-existing relationships.

Investor Verification Checklist

• Verify the average closing price of BHM Class A Common Stock for the five business days preceding February 18, 2026, to confirm the $210,000 valuation of 22,252 units.
• Review the Company's most recent 10-Q or 10-K to assess the impact of the cash portion of the management fee on liquidity.
• Confirm the total outstanding C-LTIP Units and OP Units to evaluate potential future dilution upon conversion and settlement.
• Check for any subsequent filings regarding the cash portion of the Q4 2025 management fee payment.