BRG.PRD Bluerock Residential Growth REIT, Inc.

As previously disclosed in the Current Report on Form 8-K filed by Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”) on October 4, 2019, at the Company’s annual meeting of stockholders on September 30, 2019, the Company’s common stockholders approved Articles of Amendment (the “Articles of Amendment”) to the Articles Supplementary dated February 26, 2016 (the “Original Articles Supplementary”) for the Company’s Series B redeemable preferred stock (the “Series B Preferred Stock”) and warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock (the “Class A Common Stock”). On October 28, 2019, the Company filed the Articles of Amendment with the Maryland State Department of Assessments and Taxation.

Under the Articles of Amendment, existing Section 4(a) of the Original Articles Supplementary was deleted in its entirety, and replaced with a new Section 4(a) to allow for the proration of dividends on newly-issued shares of Series B Preferred Stock based on the actual number of days in any calendar month during which such shares of Series B Preferred Stock are outstanding (the “Series B Preferred Dividend Proration Amendment”). The Series B Preferred Dividend Proration Amendment allows for dividends on the newly-issued Series B Preferred Stock to be prorated with respect to any shares of Series B Preferred Stock that are outstanding for less than the total number of days in the dividend period immediately preceding the applicable dividend payment date.

Also under the Articles of Amendment, existing Sections 2(g), 6(b), 7(b), 8(b), and 9(a) of the Original Articles Supplementary were deleted in their entirety, and inserted in their respective places were new Sections 2(g), 6(b), 7(b), 8(b), and 9(a) to reduce the number of trading days to be utilized in calculating the redemption price at which shares of Series B Preferred Stock are redeemed, and to reduce the notice period for redemptions by the Company thereof . Under the Articles of Amendment, the redemption price applicable upon redemption of any shares of Series B Preferred Stock will be based on the closing price of the Class A Common Stock on the single trading day prior to the redemption date, such that the redemption price will more accurately reflect the fair market value of the Class A Common Stock as of the date of redemption. Finally, under the Articles of Amendment, the notice period for redemptions of the Series B Preferred Stock initiated by the Company was reduced from up to thirty (30) days to no less than fourteen (14) days, such that the Company will be required to provide notice of any such redemption to the holders of the shares of Series B Preferred Stock to be redeemed no less than fourteen (14) days prior to the redemption date, to enable the Company to evaluate market conditions with respect to any redemption of shares of Series B Preferred Stock initiated by the Company closer to the actual date of redemption.

The Articles of Amendment became effective upon filing on October 28, 2019. The total number of shares of Series B Preferred Stock that the Company has authority to issue after giving effect to the Articles of Amendment is 1,225,000. There has been no increase in the authorized shares of stock of the Company effected by the Articles of Amendment.

The foregoing description of the Articles of Amendment is a summary and is qualified in its entirety by the terms of the Articles of Amendment, a copy of which is filed as Exhibit No. 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 3.03.