UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~of

~~Date~~the ofSecurities Exchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): August 9, 2022~~1934

Date of Report (Date of earliest event reported): August 25, 2022

Bluerock Residential Growth REIT, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~ ~~Charter~~its charter)

Maryland	001-36369	26-3136483
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction 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 – zip code)

(212) 843-1601

(Registrant’s telephone number, including area code)

~~None~~Securities registered pursuant to Section 12(b) of the Act:

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

Title of Class	Trading Symbol(s)	Name of Exchange on which registered
Class A Common Stock, $0.01 par value per share	BRG	NYSE American
7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share	BRG-PrC	NYSE American
7.125% Series D Cumulative Preferred Stock, $0.01 par value per share	BRG-PrD	NYSE American

Securities registered pursuant to Section 12(bg) 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	BRG	NYSE American
7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share	BRG-PrC	NYSE American
7.125% Series D Cumulative Preferred Stock, $0.01 par value per share	BRG-PrD	NYSE American

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

Title of each class

Series B Redeemable Preferred Stock, $0.01 par value per share

Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share

Series T Redeemable Preferred Stock, $0.01 par value per share

Check the appropriate box below if the Form 8-K 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 (§ 17 CFR 230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 17 CFR 240.12b-2 ~~of this chapter~~).

Emerging growth company ¨

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~~Item 38.0201. ~~UNREGISTERED~~Other ~~SALES OF EQUITY SECURITIES~~Events.

~~Securities~~As previously ~~for~~reported, ~~Services~~Bluerock Residential Growth REIT, Inc. (the “Company”) and Badger Parent LLC (“Badger Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 20, 2021. On August 25, 2022, the Company and Badger Parent elected, pursuant to the terms of the Merger Agreement, to extend the Outside Date (as defined in the Merger Agreement) from September 20, 2022 to October 20, 2022. Subject to the satisfaction or waiver of the remaining closing conditions, the parties are currently anticipating closing the transaction on or about October 6, 2022.

~~Quarterly~~ ~~Reimbursement~~On ~~under~~August 26, ~~Administrative~~2022, ~~Services~~the ~~Agreement~~Company and Blackstone Real Estate (“Blackstone”) issued a joint press release regarding the anticipated closing of the transaction, which is attached as Exhibit 99.1 to this report.

OnItem ~~October 31, 2017, Bluerock Residential Growth REIT, Inc~~9. ~~(the “Company”) entered into an Administrative Services Agreement (the “Administrative Services Agreement”) with Bluerock Residential Holdings, L~~01.P. ~~(the~~Financial ~~“Operating~~Statements ~~Partnership”), Bluerock TRS Holdings, LLC, a Delaware limited liability company~~ and wholly-owned subsidiary of the Operating Partnership (the “OP Sub”), and Bluerock REIT Operator, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “REIT Operator,” and collectively with the Company, the Operating Partnership and the OP Sub, the “Company Parties,” and each, a “Company Party”), and Bluerock Real Estate, LExhibits.L.C., a Delaware limited liability company (“BRRE”) and its affiliate, Bluerock Real Estate Holdings, LLC, a Delaware limited liability company (“BREH,” and together with BRRE, the “BRRE Entities”). Pursuant to the Administrative Services Agreement, the BRRE Entities provide the Company with certain human resources, investor relations, marketing, legal and other administrative services (the “Services”) to facilitate the transition of the Company’s management of its operations, and enable the Company to benefit from operational efficiencies created by access to such Services, following the internalization of the Company’s management. Under the Administrative Services Agreement, the BRRE Entities are each entitled to quarterly reimbursement by the Company Parties for all costs incurred in performing the Services (each, a “Quarterly ASA Reimbursement”), the calculation of which is reviewed by the Company’s board of directors (the “Board”), and which is payable either in cash or in long-term incentive plan units of the Operating Partnership (“LTIP Units”), at the election of the Board.

The Board, including its independent directors, having reviewed the calculation of the Quarterly ASA Reimbursement for the three months ended June 30, 2022 as provided by the BRRE Entities, authorized and approved payment of the Quarterly ASA Reimbursement for the three months ended June 30, 2022 in a number of LTIP Units equal to (i) the dollar amount of the portion of the Quarterly ASA Reimbursement payable in such LTIP Units (calculated by the BRRE Entities as $284,275.04), divided by (ii) the volume weighted average price per share of the Company’s Class A common stock, $0.01 par value per share (the “Class A Common Stock”), on the NYSE American on the twenty (20) trading days prior to the Issuance Date (the “Q2 ASA Reimbursement LTIP Units”), with such Q2 ASA Reimbursement LTIP Units to vest and become nonforfeitable on the first anniversary of the Issuance Date (as hereinafter defined).

Exhibit No.		Description
99.1		Press release issued August 26, 2022.
104		Cover Page Interactive Data File (formatted as inline XBRL).

OnForward-Looking August 9, 2022 (the “Issuance Date”), the BRRE Entities calculated, as set forth in the Administrative Services Agreement, that 10,868 Q2 ASA Reimbursement LTIP Units would be issued to the BRRE Entities in payment of the Quarterly ASA Reimbursement, and the Operating Partnership issued 10,868 Q2 ASA Reimbursement LTIP Units to the BRRE Entities in payment thereof.Statements

~~The~~This ~~Board~~communication ~~authorized~~contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than ~~Company,~~statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” “estimate” and similar words or expressions, including the ~~General~~negative ~~Partner~~version of such words and expressions. These forward-looking statements are based upon the ~~Operating~~Company’s ~~Partnership~~present expectations, toestimates and projections about the industry and markets in which the Company operates and beliefs of and assumptions made by Company management, involve uncertainty that could cause the ~~Operating~~actual ~~Partnership~~results, toperformance ~~issue~~or achievements of the Q2Company ~~ASA~~to ~~Reimbursement~~be ~~LTIP~~materially different from any future results, performance or achievements expressed or implied by such forward-looking ~~Units~~statements and are not guaranteed to occur. Furthermore, the ~~BRRE~~Company ~~Entities~~disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. Investors should not place undue reliance upon ~~exemptions~~these forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from ~~registration~~those ~~provided~~set forth in these forward-looking statements due to numerous factors. Factors that could have a material adverse effect on our operations, future prospects, the proposed acquisition of the Company by ~~Section~~Blackstone 4(athe “Acquisition”), and the proposed spin-off of the Company’s single-family rental business to its shareholders (2the “Spin-Off”) include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the ~~Securities~~termination ~~Act~~of the Merger Agreement; the failure to satisfy any of ~~1933~~the ~~and~~conditions to the completion of the Acquisition or the Spin-Off; the risks that ~~Regulation~~the Dmarket does not value Bluerock Homes Trust, Inc. ~~Each~~(“BHM”) shares at net asset value; the failure to recognize the potential benefits of the ~~BRRE~~Spin-Off ~~Entities~~due ~~has~~to, aamong ~~substantive~~other reasons, ~~pre~~BHM’s lack of liquidity, small market size or inability to grow and expand revenues and earnings following the Spin-~~existing~~Off; ~~relationship~~shareholder litigation in connection with the Acquisition or the Spin-Off, which may affect the timing or occurrence of the Acquisition or the Spin-Off or result in significant costs of defense, indemnification and liability; the effect of the announcement of the Acquisition and the Spin-Off on the ability of the Company to retain and hire key personnel and maintain relationships with its tenants, vendors and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management’s attention from ongoing business operations due to the Acquisition and the Spin-Off; the ability to meet expectations regarding the timing and completion of the Acquisition and the Spin-Off; the possibility that any opinions, consents or approvals required in connection with the Spin-Off will not be received or obtained in the expected time frame, on the expected terms or at all; and significant transaction costs, fees, expenses and charges. There can be no assurance that the Acquisition, the Spin-Off or any other transaction described above will in fact be consummated in the expected time frame, on the expected terms or at all. There can be no assurance as to the impact of COVID-19 and other potential future outbreaks of infectious diseases on the Company’s or BHM’s financial condition, results of operations, cash flows and performance and those of their respective tenants as well as on the economy and real estate and financial markets, which may impact the timing or occurrence of the Acquisition or the Spin-Off. 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 SEC on March 11, 2022, its Quarterly Reports on Form 10-Q and other filings by the Company with the SEC. Any forward-looking statement speaks only as of the date on which it is anmade, ~~“accredited~~and ~~investor”~~the Company assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as ~~defined~~required by applicable law. The Company claims the safe harbor protection for forward looking statements contained in ~~Regulation~~the DPrivate Securities Litigation Reform Act of 1995.

The Q2 ASA Reimbursement LTIP Units shall vest and become nonforfeitable on the first anniversary of the Issuance Date, and may convert to units of limited partnership interest in the Operating Partnership (“OP Units”) upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the Q2 ASA Reimbursement LTIP Units were held), settled in shares of Class A Common Stock. The BRRE Entities will be entitled to receive “distribution equivalents” with respect to the Q2 ASA Reimbursement LTIP Units at the time distributions are paid to the holders of Class A Common Stock.SIGNATURES

~~Quarterly~~Pursuant ~~Reimbursement~~to ~~under~~the ~~Leasehold~~requirements ~~Cost-Sharing~~of ~~Agreement~~ 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.

On February 15, 2019, the Company entered into a Leasehold Cost-Sharing Agreement (the “Cost-Sharing Agreement”) with the BRRE Entities with respect to the corporate space subleased by the Company and the BRRE Entities (the “Sublease”) located at 1345 Avenue of the Americas, New York, New York (the “NY Premises”), which serves as the Company’s headquarters. The Sublease permits the Company, the BRRE Entities and certain of their respective subsidiaries and/or affiliates to share occupancy of the NY Premises. The Cost-Sharing Agreement provides for the allocation and sharing between the Company and the BRRE Entities of the costs under the Sublease, including costs associated with tenant improvements (collectively, “Sublease Costs”).

		BLUEROCK RESIDENTIAL GROWTH REIT, INC.

Date: August 26, 2022	By:	/s/ Michael L. Konig
	Name:	Michael L. Konig
	Title:	Chief Legal Officer and Secretary

Pursuant to the Cost-Sharing Agreement, the BRRE Entities are entitled to quarterly reimbursement by the Company for the Company’s share of Sublease Costs attributable to such quarter (each, a “Quarterly CSA Reimbursement”), the calculation of which is reviewed by the Board, and which is payable either in cash or in LTIP Units, at the election of the Board.

The Board, including its independent directors, having reviewed the calculation of the Quarterly CSA Reimbursement for the three months ended June 30, 2022 as provided by the BRRE Entities, authorized and approved payment of the Quarterly CSA Reimbursement for the three months ended June 30, 2022 in a number of LTIP Units equal to (i) the dollar amount of the portion of the Quarterly CSA Reimbursement payable in such LTIP Units (calculated by the BRRE Entities as $191,269.47), divided by (ii) the volume weighted average price per share of Class A Common Stock on the NYSE American on the twenty (20) trading days prior to the Issuance Date (the “Q2 CSA Reimbursement LTIP Units”), with such Q2 CSA Reimbursement LTIP Units to vest and become nonforfeitable on the first anniversary of the Issuance Date.

On the Issuance Date of August 9, 2022, the BRRE Entities calculated, as set forth in the Cost-Sharing Agreement, that 7,313 Q2 CSA Reimbursement LTIP Units would be issued to the BRRE Entities in payment of the Quarterly CSA Reimbursement, and the Operating Partnership issued 7,313 Q2 CSA Reimbursement LTIP Units to the BRRE Entities in payment thereof.

The Board authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q2 CSA Reimbursement LTIP Units to the BRRE Entities in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of the BRRE Entities has a substantive, pre-existing relationship with the Company and is an “accredited investor” as defined in Regulation D.

The Q2 CSA Reimbursement LTIP Units shall vest and become nonforfeitable on the first anniversary of the Issuance Date, and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the Q2 CSA Reimbursement LTIP Units were held), settled in shares of Class A Common Stock. The BRRE Entities will be entitled to receive “distribution equivalents” with respect to the Q2 CSA Reimbursement LTIP Units at the time distributions are paid to the holders of Class A Common Stock.

Quarterly Payment of Certain Salaries in Equity

As previously disclosed in the Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 24, 2020, the amended and restated employment agreements with each of R. Ramin Kamfar (“Mr. Kamfar”) and Jordan B. Ruddy (“Mr. Ruddy”) set forth, respectively, the terms and conditions of Mr. Kamfar’s service as our Chief Executive Officer and Chairman of our Board of Directors, and Mr. Ruddy’s service as our Chief Operating Officer and President, and provide that each of Messrs. Kamfar and Ruddy will receive an annual base salary in an amount to be determined annually by the compensation committee (the “Compensation Committee”) of the Board, subject to certain minimum amounts (collectively, the “Base Salaries,” and each, a “Base Salary”). As previously disclosed in the Form 8-K filed by the Company with the SEC on March 4, 2022 (the “Prior 8-K”), for the fiscal year ending December 31, 2022, the Compensation Committee approved a Base Salary for Mr. Kamfar of $750,000, and a Base Salary for Mr. Ruddy of $400,000. The Compensation Committee further approved, and each of Mr. Kamfar and Mr. Ruddy formally elected and agreed to receive, and the Company agreed to pay, (a) 98.0% of the Base Salary of Mr. Kamfar for the fiscal year ending December 31, 2022, and (b) 83.0% of the Base Salary of Mr. Ruddy for such fiscal year, in Company equity rather than in cash, as more specifically set forth in the Prior 8-K. The payment of the Base Salaries to each of Mr. Kamfar and Mr. Ruddy primarily in Company equity rather than in cash reflects a change in the form of payment only; the amounts of Mr. Kamfar and Mr. Ruddy’s respective Base Salaries for the fiscal year ending December 31, 2022 remain unchanged.

On August 9, 2022 (the “Q3 LTIP Date of Grant”), the Company granted (a) to Mr. Kamfar, 7,025 LTIP Units in payment of 98.0% of the portion of the Base Salary payable to Mr. Kamfar for the period from July 1, 2022 through September 30, 2022, and (b) to Mr. Ruddy, 3,174 LTIP Units in payment of 83.0% of the portion of the Base Salary payable to Mr. Ruddy for such period; in each case, as a grant of equity incentive compensation under the Company’s Fourth Amended and Restated 2014 Equity Incentive Plan for Individuals (the “Plan”) in the form of LTIP Units, with the remainder, in each case, payable in cash. The number of LTIP Units granted to each of Mr. Kamfar and Mr. Ruddy on the Q3 LTIP Date of Grant was determined by dividing the dollar value of each such grant by the volume-weighted average closing price per share of Class A Common Stock for the twenty (20) trading days preceding the Q3 LTIP Date of Grant. Each such grant to each of Messrs. Kamfar and Ruddy was evidenced by an LTIP Unit Vesting Agreement. Each LTIP Unit so granted will become vested and nonforfeitable on the first anniversary of the Q3 LTIP Date of Grant, and was issued in accordance with, and will be subject to, the terms of the Plan.

The LTIP Units so granted may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of Class A Common Stock.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUEROCK RESIDENTIAL GROWTH REIT, INC.
DATE: August 11, 2022	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

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