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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.
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 |
| 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 1/12th 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 5th 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 26th
day of the prior month and ending on the 25th day of the applicable month.
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
##