Bluerock Homes Trust Inc-A美股招股说明书(2026-03-30版)

BLUEROCK HOMES TRUST,INC. SeriesB Redeemable Preferred StockMaximum of 14,000,000 Shares(Liquidation Preference $25.00 per share of SeriesB Redeemable Preferred Stock (subject to adjustment)) Bluerock Homes Trust,Inc. is a Maryland corporation formed to assemble a portfolio of institutional residential propertiesincluding apartments, build-to-rent communities, single-family homes, and other residential communities, located in knowledge-economy and high quality of life growth markets of the Sunbelt and Western United States. Our current investment strategy is focusedon growing our portfolio of residential communities. Our principal business objective is to generate attractive risk-adjusted returns oninvestments where we believe we can drive growth in funds from operations and net asset value by acquiring residential units,developing residential communities, and through Value-Add renovations. We are offering a maximum of 14,000,000 shares of our SeriesB Redeemable Preferred Stock, par value $0.01 per share,referred to as our SeriesB Redeemable Preferred Stock, at a public offering price of $25.00 per share. To the extent a participatingbroker-dealer reduces its selling commissions below 7.0%, the public offering price per share of SeriesB Redeemable Preferred Stockwill be decreased by an amount equal to such reduction. See “Plan of Distribution—Compensation of Dealer Manager andParticipating Broker-Dealers” in this prospectus. The SeriesB Redeemable Preferred Stock will rank on parity with our 6.0% SeriesARedeemable Preferred Stock (the “SeriesA Redeemable Preferred Stock”), and senior to our common stock, with respect to paymentof dividends and distribution of amounts upon liquidation, dissolution or winding up. Holders of our SeriesB Redeemable PreferredStock will generally have no voting rights, except an exclusive voting right on any amendment to our charter that would alter only thecontract rights, as expressly set forth in our charter, of the SeriesB Redeemable Preferred Stock. We are organized and conduct our operations in a manner that will allow us to maintain our qualification as a real estateinvestment trust for U.S. federal income tax purposes, or REIT, commencing with our taxable year ended December31, 2022. Toassist us in maintaining our qualification as a REIT, among other purposes, our charter contains certain restrictions relating to theownership and transfer of our capital stock. See “Description of Capital Stock — Restrictions on Ownership and Transfer” in thisprospectus. Our ClassA common stock is listed on the NYSE American under the symbol “BHM.” On March 27, 2026, the closing priceof our ClassA common stock as reported on the NYSE American was $11.80 per share. There is currently no public trading market forthe SeriesB Redeemable Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing of theSeriesB Redeemable Preferred Stock on any national securities exchange. The SeriesB Redeemable Preferred Stock has not been rated and is subject to the risks associated with non-ratedsecurities. You should carefully read and consider “Risk Factors” beginning on page21 of this prospectus for a discussion ofthe risks that should be considered in connection with your investment in our SeriesB Redeemable Preferred Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. (1)Assumes that all shares of SeriesB Redeemable Preferred Stock offered in the primary offering are sold.(2)Initial gross proceeds.(3)Selling commissions and the placement fee will equal up to 7.0% and 3.0% of aggregate gross proceeds, respectively, in the offering. Each is payable to our dealer manager. We or our affiliates also may provide permissible forms of non-cashcompensation to registered representatives of our dealer manager and to broker-dealers that are members of the FinancialIndustry Regulatory Authority (“FINRA”) and authorized by our dealer manager to sell shares of our SeriesB RedeemablePreferred Stock, which we refer to as participating broker-dealers. The value of such items will be considered underwritingcompensation in connection with this offering, and the corresponding payments of the placement fee will be reduced by theaggregate value of such items. The combined selling commissions, placement fee and such non-cash compensation for theoffering will not exceed 10.0% of the aggregate gross proceeds of this offering, which is referred to as FINRA’s 10.0% cap.Our dealer manager will repay to us any excess payments made to our dealer manager over FINRA’s 10.0% cap if thisoffering is abruptly terminated before reaching the maximum amount of offering proceeds for the offering.(4)Our dealer manager may reallow all or a portion of its selling commissions attributable to a particip