{"url_path":"/sec/bhm/8-k/2026-05-14/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1903382/0001104659-26-060951-index.html","accession_number":"0001104659-26-060951","cik":"0001903382","ticker":"BHM","issuer_name":"Bluerock Homes Trust, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1903382/0001104659-26-060951-index.html","primary_entity_key":"0001903382","primary_entity_name":"Bluerock Homes Trust, Inc."},"word_count":1139,"has_tables":true,"body_markdown":"**ITEM 3.02**\n**UNREGISTERED SALES OF EQUITY SECURITIES**\n\n \n\n****\n\n**Securities for Services**\n\n \n\nBase Management Fee\n\n \n\nAs previously disclosed in\nthe Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 6, 2022 by Bluerock Homes Trust, Inc.,\na Maryland corporation (the “Company”), on October 5, 2022, the Company entered into a Management Agreement (as amended by\nthat certain Amendment to Management Agreement dated January 10, 2023 and that certain Second Amendment to Management Agreement dated\nFebruary 28, 2025, the “Management Agreement”) with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware\nlimited partnership (the “Operating Partnership”), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited\nliability company (the “Manager”), pursuant to which the Manager administers the business activities and day-to-day operations\nof the Company. The Management Agreement provides for the quarterly payment of a base management fee to the Manager (the “Base Management\nFee”) to compensate the Manager for advisory services and certain general management services rendered thereunder, the calculation\nof which is reviewed by the Company’s board of directors (the “Board”), and which is payable in cash, except as may\notherwise be specified by written agreement of the Company and the Manager with respect to payment of all or any portion thereof in long-term\nincentive plan units of the Operating Partnership (“C-LTIP Units”), at the election of the Board.\n\n \n\nThe Board, including its\nindependent directors, having reviewed the calculation of the Base Management Fee for the three months ended March 31, 2026 (“Q1\n2026”) as provided by the Manager, authorized and approved payment of a portion of the quarterly installment of the Base Management\nFee for Q1 2026 in C-LTIP Units, in a number of C-LTIP Units equal to (i) the dollar amount of the portion of the quarterly installment\nof the Base Management Fee payable in such C-LTIP Units (calculated by the Manager as $210,000), divided by (ii) the average of the closing\nprices of the Company’s Class A common stock, $0.01 par value per share (the “Class A Common Stock”), on the NYSE American\non the five business days prior to the date of issuance (the “Q1 Base Management Fee C-LTIP Units”), with the remainder of\nthe Base Management Fee for Q1 2026 payable in cash.\n\n \n\nAs permitted under the Management\nAgreement, by mutual agreement of the Manager and its affiliate, Bluerock Real Estate Holdings, LLC (“BREH”), the executive\nmanagement team of the Manager is employed and compensated by BREH, and payroll-related expenses incurred by BREH in connection therewith\nare reimbursed by the Manager to BREH. On December 31, 2025, in order to reduce the Manager’s cash expenditures and further align\nthe respective interests of each of (i) R. Ramin Kamfar (“Mr. Kamfar”), in his capacity as Chief Executive Officer of the\nManager, and (ii) Jordan Ruddy (“Mr. Ruddy”), in his capacity as President of the Manager, with those of the Company’s\nstockholders, each of Mr. Kamfar and Mr. Ruddy formally elected and agreed to receive a portion of their respective base salaries payable\nby BREH for services provided to the Manager for fiscal year 2026 in the form of C-LTIP Units rather than in cash, with the remainder\npayable by BREH in cash (the “Salary Elections”). By mutual written agreement of the Manager and the Company, in keeping with\nthe Salary Elections and in partial satisfaction of the Company’s Base Management Fee obligation to the Manager for Q1 2026, each\nof the Manager and BREH directed the Company that (a) a portion of the Q1 Base Management Fee C-LTIP Units, valued at $150,000, should\ninstead be issued directly to Mr. Kamfar in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses\nin connection with the payment of 80.0% of Mr. Kamfar’s base salary for Q1 2026 for services provided to the Manager in his capacity\nas Chief Executive Officer thereof, and (b) a portion of the Q1 Base Management Fee C-LTIP Units, valued at $60,000, should instead be\nissued directly to Mr. Ruddy in satisfaction of the Manager’s reimbursement obligation to BREH for payroll-related expenses in connection\nwith the payment of 80.0% of Mr. Ruddy’s base salary for Q1 2026 for services provided to the Manager in his capacity as President\nthereof (such directive by the Manager and BREH, the “Q1 Directive”). The Board, including its independent directors, authorized\nand approved such issuances in keeping with the Q1 Directive.\n\n \n\nOn May 12, 2026 (the “Issuance\nDate”), the Manager calculated, as set forth in the Management Agreement, that an aggregate of 19,074 Q1 Base Management Fee C-LTIP\nUnits would be issuable to the Manager in partial payment of the Base Management Fee, and in keeping with the Q1 Directive, the Company\ncaused the Operating Partnership to issue (i) 13,624 of the Q1 Base Management Fee C-LTIP Units to Mr. Kamfar in satisfaction of the Manager’s\nreimbursement obligation to BREH for 80.0% of Mr. Kamfar’s base salary for Q1 2026 for services provided to the Manager in his capacity\nas Chief Executive Officer thereof, and (ii) 5,450 of the Q1 Base Management Fee C-LTIP Units to Mr. Ruddy in satisfaction of the Manager’s\nreimbursement obligation to BREH for 80.0% of Mr. Ruddy’s base salary for Q1 2026 for services provided to the Manager in his capacity\nas President thereof.\n\n****\n\n \n\n \n\n \n\n \n\nThe Board, including its\nindependent directors, authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership\nto issue the Q1 Base Management Fee C-LTIP Units to Messrs. Kamfar and Ruddy in the respective amounts set forth above in reliance upon\nexemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of Messrs. Kamfar and Ruddy\nhas a substantive, pre-existing relationship with the Company and is an “accredited investor” as defined in Regulation D.\n\n \n\nThe Q1 Base Management Fee\nC-LTIP Units were fully vested upon issuance, and may convert to units of limited partnership interest in the Operating Partnership (“OP\nUnits”) upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at\nthe option of the Company and after a one year holding period (including any period during which the Q1 Base Management Fee C-LTIP Units\nwere held), settled in shares of the Company’s Class A Common Stock. Each of Messrs. Kamfar and Ruddy will be entitled to receive\n“distribution equivalents” with respect to their respective Q1 Base Management Fee C-LTIP Units at the time distributions\nare paid to the holders of the Company’s Class A Common Stock.\n\n \n\n \n\n \n\n \n\n**SIGNATURE**\n\n \n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \nBLUEROCK HOMES TRUST, INC.\n\n \n \n\nDate: May 14, 2026\nBy:\n/s/ Christopher J. Vohs\n\n \n \nChristopher J. Vohs\n\n \n \nChief Financial Officer and Treasurer"}