Bluerock Homes Trust, Inc. 8-K

What Happened
Bluerock Homes Trust, Inc. (BHM) filed an 8‑K on January 5, 2026 reporting that it granted 7,824 long‑term incentive plan units (LTIP Units) of its operating partnership (Bluerock Residential Holdings, L.P.) to each of four non‑employee directors — Elizabeth Harrison, Kamal Jafarnia, I. Bobby Majumder, and Romano Tio — as the equity portion of their annual retainers. The grants were made under the Company’s Amended and Restated Equity Incentive Plan for Individuals and are evidenced by LTIP Unit Award Agreements. The LTIP Units were fully vested upon issuance and entitle holders to distribution equivalents from the grant date.

Key Details

• Each director received 7,824 LTIP Units; total granted = 31,296 LTIP Units.
• Issuances relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D; no general solicitation.
• LTIP Units may convert to OP Units upon reaching capital‑account equivalency with Company‑held OP Units, and once converted may be redeemed for cash or, at the Company’s option after a one‑year holding period, settled one‑for‑one in the Company’s Class A common stock.
• Holders receive “distribution equivalents” when distributions are paid to Class A common stockholders.

Why It Matters
These grants align non‑employee directors with partnership economics by giving them vested equity units and distribution rights. From an investor perspective, the awards could lead to issuance of up to 31,296 Class A shares if the Company elects stock settlement after the holding period, so investors should note potential future dilution and monitor any redemptions or conversions. The grants were non‑cash compensation and made under customary securities exemptions.