Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2023

Bluerock Homes Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-41322	87-4211187
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 32nd Floor

New York, NY 10105

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	BHM	NYSE American

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 8.01

OTHER EVENTS

Dividend Declarations

On December 19, 2023, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) has authorized and the Company has declared a one-time, special cash dividend of $1.00 per share of the Company's Class A Common Stock (the “Class A Common Stock”) and Class C Common Stock (the “Class C Common Stock”) to satisfy the Company’s distribution requirements as a REIT for fiscal year 2023 (the “Common Stock Dividend”). The Common Stock Dividend is payable on Friday, January 5, 2024 to holders of Class A Common Stock and Class C Common Stock of record as of Friday, December 29, 2023. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, which press release is furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The Common Stock Dividend follows the Company’s issuance of a press release on November 14, 2023 announcing its Board’s authorization and the Company’s declaration of special dividends (the “Series A Preferred Special Dividends”) with respect to the Company’s Series A Redeemable Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Special Dividends shall be declared for each month for which the Board declares the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock, commencing in November 2023, and shall be payable to the extent the average 10-Year Daily Treasury Par Yield Curve Rate (the “10-Year Treasury Rate”) exceeds 4.0%. The Series A Preferred Special Dividends (when applicable) will be aggregated with the regular monthly dividend on the Series A Preferred Stock and payable in cash on the 5th day of the following month, so as to effect a dividend rate of 2.0% over the 10-Year Treasury Rate with a floor of 6.0% annually, calculated and paid monthly. The average 10-Year Treasury Rate will be calculated based on the 10-Year Treasury Rate for each day commencing on the 26th day of the prior month and ending on the 25th day of the applicable month. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K, which press release is furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits.

Exhibit No.

Description

99.1	Press release of Bluerock Homes Trust, Inc., dated December 19, 2023

99.2	Press release of Bluerock Homes Trust, Inc., dated November 14, 2023

104	The cover page from this Current Report on Form 8-K, formatted in 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: December 27, 2023	By:	/s/ Christopher J. Vohs
	Christopher J. Vohs
	Chief Financial Officer and Treasurer

Exhibit 99.1

Corporate Headquarters

1345 Avenue of the Americas, 32nd Floor

New York, NY 10105

877.826.BLUE

PRESS RELEASE

For Immediate Release

Bluerock Homes Trust (BHM) Announces Special Dividend

on Class A Common Stock and Class C Common Stock

New York, NY (December 19, 2023) – Bluerock Homes Trust, Inc. (NYSE American: BHM) (the “Company”) today announced that its Board of Directors has authorized and the Company has declared a one-time, special cash dividend of $1.00 per share of the Company's Class A Common Stock (the “Class A Common Stock”) and Class C Common Stock (the “Class C Common Stock”) to satisfy the Company’s distribution requirements as a REIT for fiscal year 2023 (the “Common Stock Dividend”).

The Common Stock Dividend will be payable in cash on Friday, January 5, 2024 to holders of Class A Common Stock and Class C Common Stock of record as of Friday, December 29, 2023.

About Bluerock Homes Trust, Inc.

Bluerock Homes Trust, Inc. (NYSE American: BHM), headquartered in New York, New York, is an externally managed REIT that owns and operates high-quality single-family properties located in attractive markets with a focus on the knowledge-economy and high quality of life regions of the Sunbelt and high growth areas of the Western United States. BHM’s principal objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of pre-existing single-family rental homes and developing build-to-rent communities. BHM properties are located across a diverse group of growth markets and will seek to target a growing pool of middle-market renters seeking the single-family lifestyle without the upfront and ongoing investments associated with home ownership. For more information, please visit bluerockhomes.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 22, 2023, and subsequent filings by the Company with the SEC. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

Contact
(Media)
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com

Exhibit 99.2

Corporate Headquarters

1345 Avenue of the Americas, 32nd Floor

New York, NY 10105

877.826.BLUE

PRESS RELEASE

For Immediate Release

Bluerock Homes Trust (BHM) Announces

Enhancement with Respect to Dividends on its

Series A Preferred Stock

New York, NY (November 14, 2023) – Bluerock Homes Trust, Inc. (NYSE American: BHM) (the “Company”) today announced that its Board of Directors (the “Board”) has authorized the payment of special dividends (the “Series A Preferred Special Dividends”) with respect to the Company's Series A Redeemable Preferred Stock (the “Series A Preferred Stock”). The Company intends to pay a special dividend (when applicable) which will be seamlessly aggregated with the regular monthly dividend so as to effect a dividend rate of 2% over the 10-Year Daily Treasury Par Yield Curve Rate (“10-Year Treasury Rate”) with a floor of 6% annually, calculated and paid monthly.

By way of example, if the average 10-Year Treasury Rate is equal to 5.0% for a particular month, the aggregate dividend per share with respect to that month would be 1/12th of 7% (2% over the 10-Year Treasury Rate) based on the Stated Value of $25.00 per share, or $0.146. Conversely, if the average 10-Year Treasury Rate is equal to 3.0% for a particular month, the aggregate dividend per share with respect to that month would be 1/12^th of the 6% annual dividend floor) based on the Stated Value of $25.00 per share, or $0.125.

The Series A Preferred Special Dividends shall be declared for each month for which the Board declares the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock, commencing in November 2023, and shall be payable to the extent the average 10-Year Treasury Rate exceeds 4.0%. The Series A Preferred Special Dividends will be aggregated and payable in cash on the 5^th day of the following month. The average 10-Year Treasury Rate will be calculated based on the 10-Year Treasury Rate for each day commencing on the 26^th day of the prior month and ending on the 25^th day of the applicable month.

About Bluerock Homes Trust, Inc.

Forward Looking Statements

Contact
(Media)
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com

Cover	Dec. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2023
Entity File Number	001-41322
Entity Registrant Name	Bluerock Homes Trust, Inc.
Entity Central Index Key	0001903382
Entity Tax Identification Number	87-4211187
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	32nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	212
Local Phone Number	843-1601
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value per share
Trading Symbol	BHM
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false