BHM 8-K
Bluerock Homes Trust, Inc. (BHM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (the “Original Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”), pursuant to which the Manager administers the business activities and day-to-day operations of the Company. As previously disclosed in the Form 8-K filed with the SEC on January 12, 2023, on January 10, 2023, the Company, the Operating Partnership and the Manager entered into an Amendment to the Original Management Agreement (the “First Amendment”), and as previously disclosed in the Form 8-K filed with the SEC on March 6, 2025, on February 28, 2025, the Company, the Operating Partnership and the Manager entered into a Second Amendment to the Original Management Agreement (the “Second Amendment,” and together with the Original Management Agreement and the First Amendment, the “Management Agreement”).
On August 7, 2026, the board of directors of the Company (the “Board”), including its independent directors, approved the further amendment of the Management Agreement pursuant to that certain Third Amendment to Management Agreement dated August 7, 2026 (the “Third Amendment”). Pursuant to the Third Amendment, the definition of “Investment Transaction” as set forth in Section 1(a) of the Agreement specifies that for purposes of the Investment Guidelines, an Investment Transaction shall include a Financing Transaction.
The Board, including its independent directors, authorized and approved the entry by the Company into the Third Amendment and found the terms of the Third Amendment to be fair, competitive and commercially reasonable and no less favorable to the Company than similar agreements between unaffiliated parties under the same circumstances. Except as amended by the Third Amendment, the terms of the Management Agreement are identical to those of the Management Agreement previously in effect.
The foregoing description of the Third Amendment is a summary and is qualified in its entirety by the terms of the Second Amendment, a copy of which is filed as Exhibit No. 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit No. | Description |
| 10.1 | Third Amendment to Management Agreement, dated August 7, 2026, by and among Bluerock Homes Manager, LLC, Bluerock Homes Trust, Inc. and Bluerock Residential Holdings, L.P. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUEROCK HOMES TRUST, INC. | ||
| Date: August 10, 2026 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||
Exhibit 10.1
THIRD AMENDMENT TO
MANAGEMENT AGREEMENT
This Third Amendment to Management Agreement (this “Third Amendment”) is adopted, executed and agreed to as of August 7, 2026, by and among Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”). Undefined terms used herein shall have the meaning ascribed to them in the Management Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Company, the Operating Partnership and the Manager are parties to that certain Management Agreement dated October 5, 2022, as amended by that certain Amendment to Management Agreement dated January 10, 2023 and that certain Second Amendment to Management Agreement dated February 28, 2025 (collectively, the “Management Agreement”), a copy of which is attached hereto as Exhibit A, pursuant to which the Manager is entitled to certain fees in exchange for providing to the Company and the Operating Partnership potential investment opportunities and a continuing and suitable investment program consistent with the investment objectives and policies of the Company, and to reimbursement by the Company for certain costs and expenses incurred by the Manager on behalf of the Company.
NOW, THEREFORE, in consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The definition of “Investment Transaction” as set forth in Section 1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
“Investment Transaction” means any purchase, acquisition, exchange, sale or disposition, merger or interest exchange that results in the acquisition or disposition of, or other transaction involving, an Investment. For purposes of the Investment Guidelines, an “Investment Transaction” shall include a “Financing Transaction” (and include, without limitation, any guarantees or indemnities in connection therewith).
2. All other provisions of the Management Agreement, as hereby amended, except as superseded by or inconsistent with this Third Amendment, shall continue to be in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment effective as of the date first set forth above.
| BLUEROCK HOMES TRUST, INC., | |||
| a Maryland corporation | |||
| By: | /s/ Jordan Ruddy | ||
| Name: | Jordan Ruddy | ||
| Title: | President | ||
| BLUEROCK RESIDENTIAL HOLDINGS, LP, | |||
| a Delaware limited partnership | |||
| By: Bluerock Homes Trust, Inc., | |||
| its General Partner | |||
| By: | /s/ Jordan Ruddy | ||
| Name: | Jordan Ruddy | ||
| Title: | President | ||
| BLUEROCK HOMES MANAGER, LLC, | |||
| a Delaware limited liability company | |||
| By: Bluerock Real Estate, L.L.C. | |||
| its Manager | |||
| By: | /s/ Jordan Ruddy | ||
| Name: | Jordan Ruddy | ||
| Title: | Authorized Signatory | ||
EXHIBIT A
Management Agreement
[SEE ATTACHED]