BHM Bluerock Homes Trust, Inc. - 8-K

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Disposition of Golden
Pacific Units

Prior to 2026, Bluerock Homes
Trust, Inc., a Maryland corporation (the “Company”) entered into a joint venture with an unaffiliated third party to
acquire single-family residential units located in Indiana, Kansas and Missouri, collectively known as the Golden Pacific portfolio. The
Company holds a 97% interest in the joint venture.

During the period of January 1,
2026 through May 27, 2026, the Company completed the disposition of its interest in an aggregate of 35 single-family residential
units within the Golden Pacific portfolio. The dispositions were made to unaffiliated third parties pursuant to the terms and conditions
of multiple separate purchase and sales agreements. The aggregate sales price for the 35 units was approximately $9.0 million, subject
to certain closing costs, prorations and adjustments typical in such real estate transactions, with aggregate net proceeds to the Company
of approximately $8.1 million.

ITEM 9.01

FINANCIAL STATEMENTS

(a)

Pro Forma Financial Information

Bluerock Homes Trust, Inc.

Pro Forma Condensed Consolidated Balance Sheet
as of March 31, 2026 (unaudited)

Notes to Pro Forma Condensed Consolidated Balance
Sheet as of March 31, 2026 (unaudited)

Pro Forma Condensed Consolidated Statement of
Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 (unaudited)

Notes to Pro Forma Condensed Consolidated Statement
of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 (unaudited)

Pro Forma Condensed Consolidated Statement of
Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited)

Notes to Pro Forma Condensed Consolidated Statement
of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited)

Statements in this Current
Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the long-term performance
of the Company’s portfolio are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations
and assumptions with respect to, among other things, future economic, competitive and market conditions, and future business decisions
that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking
statements include the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K
filed with the SEC on February 27, 2026 and its other filings with the SEC.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS INFORMATION

The following unaudited pro
forma condensed consolidated financial statements of Bluerock Homes Trust, Inc. (together with its consolidated subsidiaries, the
“Company,” “we,” “our” or “us”) should be read in conjunction with our historical audited
consolidated financial statements as of and for the year ended December 31, 2025, and as of and for the three months ended March 31,
2026 (unaudited), and the related notes thereto.

The unaudited pro forma condensed
consolidated balance sheet as of March 31, 2026, and the unaudited pro forma condensed consolidated statements of operations and comprehensive
income (loss) for the three months ended March 31, 2026 and the year ended December 31, 2025, have been prepared to provide pro forma
financial information with regard to the Company’s disposition of single-family residential units within the Golden Pacific portfolio,
which the Company consolidated, and includes pro forma information for the transactions described below. The unaudited pro forma financial
information gives effect to:

(1)

The Company’s disposition of its interests in an aggregate
of 35 units within the Golden Pacific portfolio to unaffiliated third parties as follows: the disposition of (i) 19 units during the
quarter ended March 31, 2026, and (ii) 16 units during the period of April 1, 2026 through May 27, 2026. The pro forma financial information
presented herein does not give effect to the subsequent reinvestment of the net proceeds from such dispositions.

The pro forma condensed consolidated
balance sheet as of March 31, 2026 assumes that the disposition of the 16 units during the period of April 1, 2026 through May 27, 2026
referred to above occurred on March 31, 2026.

The pro forma condensed consolidated
statement of operations and comprehensive income (loss) for the three months ended March 31, 2026 assumes that the disposition of
the aggregate 35 units referred to above occurred on January 1, 2026.

The pro forma condensed consolidated
statement of operations and comprehensive income (loss) for the year ended December 31, 2025 assumes that the disposition of the
aggregate 35 units referred to above occurred on January 1, 2025.

Our pro forma financial information
is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the
periods indicated, nor does it purport to represent our future financial position or results of operations.

These unaudited pro forma
condensed consolidated financial statements are prepared for informational purposes only. In management’s opinion, all material
adjustments necessary to reflect the effects of the transaction referred to above have been made. Our unaudited pro forma condensed consolidated
financial statements are based on assumptions and estimates considered appropriate by the Company’s management. However, they are
not necessarily indicative of what our consolidated financial condition or results of operations would have been assuming the transaction
referred to above had occurred as of the dates indicated, nor do they purport to represent our consolidated financial position or results
of operations for future periods.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET

AS OF MARCH 31, 2026

(In thousands, except share and per share amounts)

Pro Forma

Adjustments

Bluerock Homes

Trust, Inc.

Historical

(a)

Golden Pacific

Unit Sales

(b)

Pro Forma

Total

ASSETS

Net real estate investments

Land

$

119,485

$

(186

)

$

119,299

Buildings and improvements

742,835

(897

)

741,938

Furniture, fixtures and equipment

29,157

(12

)

29,145

Construction in process

13,152

—

13,152

Total gross operating real estate investments

904,629

(1,095

)

903,534

Accumulated depreciation

(70,340

)

133

(70,207

)

Total net operating real estate investments

834,289

(962

)

833,327

Operating real estate held for sale, net

13,031

(2,652

)

10,379

Total net real estate investments

847,320

(3,614

)

843,706

Cash and cash equivalents

170,097

4,015

174,112

Restricted cash

21,453

(2

)

21,451

Investment in unconsolidated real estate fund

25,778

—

25,778

Accounts receivable, prepaids and other assets, net

28,116

—

28,116

Preferred equity investments, net

43,577

—

43,577

Other intangible assets, net

5,938

—

5,938

Due from affiliates

633

—

633

Non-real estate assets associated with operating real estate held for sale

33

(3

)

30

TOTAL ASSETS

$

1,142,945

$

396

$

1,143,341

LIABILITIES AND EQUITY

Mortgages payable

$

416,810

$

—

$

416,810

Accounts payable

756

—

756

Other accrued liabilities

20,591

(16

)

20,575

Due to affiliates

7,573

—

7,573

Distributions payable

2,548

—

2,548

Liabilities associated with operating real estate held for sale

123

(36

)

87

Total Liabilities

448,401

(52

)

448,349

6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 6,473,063 shares issued and outstanding at March 31, 2026

146,945

—

146,945

7.5% Series B Redeemable Preferred Stock, liquidation preference $25.00 per share, 14,000,000 shares authorized; 104,288 shares issued and outstanding at March 31, 2026

2,294

—

2,294

Equity

Stockholders’ Equity

Preferred stock, $0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at March 31, 2026

—

—

—

Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,043,514 shares issued and outstanding at March 31, 2026, historical and pro forma

40

—

40

Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at March 31, 2026, historical and pro forma

—

—

—

Additional paid-in-capital

121,504

—

121,504

Cumulative earnings in excess of distributions

3,260

440

3,700

Accumulated other comprehensive gain

38

—

38

Total Stockholders’ Equity

124,842

440

125,282

Noncontrolling Interests

Operating partnership units

285,667

—

285,667

Partially-owned properties

134,796

8

134,804

Total Noncontrolling Interests

420,463

8

420,471

Total Equity

545,305

448

545,753

TOTAL LIABILITIES AND EQUITY

$

1,142,945

$

396

$

1,143,341

See Notes to Unaudited Pro Forma Condensed Consolidated
Balance Sheet

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET

AS OF MARCH 31, 2026

(a)

Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

(b)

Reflects the Company’s disposition of its interest in 16 units within the Golden Pacific portfolio that occurred during the period of April 1, 2026 through May 27, 2026 which were included in the Company’s historical consolidated balance sheet. The dispositions of the Golden Pacific units were to unaffiliated third parties. The pro forma financial information does not reflect the subsequent reinvestment of the net proceeds from such dispositions.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(In thousands, except share and per share amounts)

Pro Forma

Adjustments

Bluerock Homes

Trust, Inc.

Historical

(a)

Golden Pacific

Units Sales

(b)

Pro Forma

Total

Revenues

Rental and other property revenues

$

19,701

$

(104

)

$

19,597

Total revenues

19,701

(104

)

19,597

Expenses

Property operating

9,081

(95

)

8,986

Property management and asset management fees

1,571

(20

)

1,551

General and administrative

3,114

—

3,114

Management fees to related party

2,688

—

2,688

Acquisition and other transaction costs

43

—

43

Weather-related losses, net

250

—

250

Impairment of real estate investments

601

—

601

Depreciation and amortization

8,858

(49

)

8,809

Total expenses

26,206

(164

)

26,042

Other (expense) income

Other expense, net

(882

)

2

(880

)

Income from preferred equity investments

1,531

—

1,531

Share of net earnings of equity method investment

296

—

296

Gain on sale of real estate investments, net

584

(280

)

304

Loss on extinguishment of debt costs

(36

)

—

(36

)

Interest expense, net

(6,485

)

—

(6,485

)

Interest income

1,276

—

1,276

Total other expense

(3,716

)

(278

)

(3,994

)

Loss before income taxes

(10,221

)

(218

)

(10,439

)

Income tax expense

(76

)

—

(76

)

Net loss

(10,297

)

(218

)

(10,515

)

Preferred stock dividends

(2,609

)

—

(2,609

)

Preferred stock accretion

(993

)

—

(993

)

Net loss attributable to noncontrolling interests

Operating partnership units

7,824

152

7,976

Partially-owned properties

2,642

—

2,642

Net loss attributable to noncontrolling interests

10,466

152

10,618

Net loss attributable to common stockholders

$

(3,433

)

$

(66

)

$

(3,499

)

Loss per common share (c)

Net loss per common share – Basic

$

(0.90

)

$

(0.91

)

Net loss per common share – Diluted

$

(0.90

)

$

(0.91

)

Weighted average basic common shares outstanding

3,898,102

3,898,102

Weighted average diluted common shares outstanding

3,898,102

3,898,102

Other comprehensive income

Unrealized gain on available-for-sale investments, net

$

89

$

—

$

89

Less unrealized gain attributable to Operating partnership units

(62

)

—

(62

)

Other comprehensive income attributable to common stockholders

27

—

27

Comprehensive loss attributable to noncontrolling interests

10,404

152

10,556

Comprehensive loss attributable to common stockholders

$

(3,406

)

$

(66

)

$

(3,472

)

See Notes to Unaudited Pro Forma Condensed Consolidated
Statement of Operations and Comprehensive Income (Loss)

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(a)

Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

(b)

Reflects the Company’s disposition of its interest in an aggregate of 35 units within the Golden Pacific portfolio that occurred during the period of January 1, 2026 through May 27, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Golden Pacific units were to unaffiliated third parties.

(c)

Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2025

(In thousands, except share and per share amounts)

Pro Forma

Adjustments

Bluerock Homes

Trust, Inc.

Historical

(a)

Golden Pacific

Unit Sales

(b)

Pro Forma

Total

Revenues

Rental and other property revenues

$

68,136

$

(697

)

$

67,439

Interest income from loan investments

598

—

598

Total revenues

68,734

(697

)

68,037

Expenses

Property operating

33,185

(311

)

32,874

Property management and asset management fees

5,372

(135

)

5,237

General and administrative

11,249

—

11,249

Management fees to related party

10,471

—

10,471

Acquisition and other transaction costs

418

—

418

Weather-related losses, net

59

—

59

Impairment of real estate investments

5,905

—

5,905

Depreciation and amortization

29,418

(275

)

29,143

Total expenses

96,077

(721

)

95,356

Other (expense) income

Other expense, net

(139

)

20

(119

)

Income from preferred equity investments

8,759

—

8,759

Share of net earnings of equity method investment

1,058

—

1,058

Recovery of credit losses, net

103

—

103

Gain on sale of real estate investments, net

1,689

—

1,689

Gain on sale of available-for-sale investments, net

3,664

—

3,664

Loss on extinguishment of debt costs

(27

)

—

(27

)

Interest expense, net

(23,988

)

—

(23,988

)

Interest income

5,258

—

5,258

Total other expense

(3,623

)

20

(3,603

)

Loss before income taxes

(30,966

)

44

(30,922

)

Income tax expense

(1,632

)

—

(1,632

)

Net loss

(32,598

)

44

(32,554

)

Preferred stock dividends

(9,203

)

—

(9,203

)

Preferred stock accretion

(4,538

)

—

(4,538

)

Net loss attributable to noncontrolling interests

Operating partnership units

25,797

(30

)

25,767

Partially-owned properties

9,051

—

9,051

Net loss attributable to noncontrolling interests

34,848

(30

)

34,818

Net loss attributable to common stockholders

$

(11,491

)

$

14

$

(11,477

)

Loss per common share (c)

Net loss per common share – Basic

$

(3.02

)

$

(3.02

)

Net loss per common share – Diluted

$

(3.02

)

$

(3.02

)

Weighted average basic common shares outstanding

3,889,301

3,889,301

Weighted average diluted common shares outstanding

3,889,301

3,889,301

Other comprehensive income

Unrealized gain on available for sale investments

$

568

$

—

$

568

Less unrealized gain attributable to Operating partnership units

(393

)

—

(393

)

Other comprehensive income attributable to common stockholders

175

—

175

Comprehensive loss attributable to noncontrolling interests

34,455

(30

)

34,425

Comprehensive loss attributable to common stockholders

$

(11,316

)

$

14

$

(11,302

)

See Notes to Unaudited Pro Forma Condensed Consolidated
Statement of Operations and Comprehensive Income (Loss)

BLUEROCK HOMES TRUST, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2025

(a)

Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation. Specifically, impairment of real estate amounts that were previously included with gains on sales of real estate in a single line item on the consolidated statements of operations and comprehensive income (loss) are now presented separately within impairment of real estate investments.

(b)

Reflects the Company’s disposition of its interest in an aggregate of 35 units within the Golden Pacific portfolio that occurred during the period of January 1, 2026 through May 27, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Golden Pacific units were to unaffiliated third parties.

(c)

Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share.