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Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions  
Related Party Transactions

Note 14 – Related Party Transactions

Management Agreement with the Manager

In October 2022, the Company entered into a management agreement (the “Management Agreement”) with the Operating Partnership and Bluerock Homes Manager, LLC (the “Manager”) pursuant to which the Manager provides for the day-to-day management of the Company’s operations. Pursuant to the terms of the Management Agreement, the Manager provides the Company with a management team and appropriate support personnel to provide such management services to the Company. The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directors (the “Board”). Specifically, the Manager is responsible for (i) the selection, purchase and sale of the Company’s portfolio investments, (ii) the Company’s financing activities, and (iii) providing the Company with advisory services, in each case in conformity with the investment guidelines and other policies approved and monitored by its Board. The Management Agreement expires on October 6, 2026 and will be automatically renewed for a one-year term on each anniversary date thereafter unless earlier terminated or not renewed in accordance with the terms thereof.

The Company pays the Manager a base management fee (the “base management fee”) in an amount equal to 1.50% of the Company’s New Stockholders’ Equity (as defined in the Management Agreement) per year, as well as an incentive fee (the “incentive fee”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears. The Company is required to reimburse the Manager for certain expenses and pay all operating expenses (the “operating expense reimbursement”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears, except those specifically required to be borne by the Manager under the Management Agreement. Prior to the fourth quarter 2024, the Management Agreement provided that (i) the base management fee and the incentive fee would be allocated and payable as one half (50%) in C-LTIP Units (as defined in the Operating Partnership’s Partnership Agreement) and the remainder payable in cash or C-LTIP Units, at the discretion of the Board, and (ii) the operating expense reimbursement shall be payable either in cash or C-LTIP Units, at the discretion of the Board. Commencing with the fourth quarter 2024, the Management Agreement provides that (i) the base management fee shall be paid in cash unless there is an agreement between the Board and the Manager to pay all or a portion of the base management fee in C-LTIP Units, and (ii) the operating expense reimbursement remains payable either in cash or C-LTIP Units, at the discretion of the Board. The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the average of the closing prices of the Class A common stock for the five business days prior to issuance.

For the year ended December 31, 2025, the Company recorded an aggregate base management fee of $10.5 million, of which $0.8 million was, or shall be, paid in C-LTIP Units, with the remainder of the fee paid in cash. For the year ended December 31, 2024, the Company recorded an aggregate base management fee of $9.1 million, of which $3.6 million was paid in C-LTIP Units, with the remainder of the fee paid in cash. There have been no incentive fee expenses incurred during the years ended December 31, 2025 and 2024.

For the years ended December 31, 2025 and 2024, the Company recorded operating expense reimbursements of $4.0 million and $4.4 million, respectively. Commencing with operating expense reimbursements for the first quarter 2024, the Company paid the operating expense reimbursement to the Manager entirely in cash. In addition, for the years ended December 31, 2025 and 2024, the Company recorded direct expense reimbursements of $0.6 million and $0.4 million, respectively, which were, or shall be, paid to the Manager in cash. Both the operating and direct expense reimbursements were recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).

The table below presents the related party amounts payable to the Manager at December 31, 2025 and 2024 pursuant to the terms of the Management Agreement (amounts in thousands). The Company records these payables in due to affiliates on its consolidated balance sheets.

​

​

​

​

​

​

​

Amounts payable to the Manager under the Management Agreement

  ​ ​ ​

2025

  ​ ​ ​

2024

Base management fee

​

$

2,682

​

$

2,490

Operating and direct expense reimbursements

​

 

1,206

​

 

1,224

Offering expense reimbursements

​

​

97

​

​

148

Total amounts payable to the Manager

​

$

3,985

​

$

3,862

​

DST Program

Acquisition Fees

The Company, through consolidated subsidiaries associated with its DST Program, incurs a one-time acquisition fee for each DST private placement offering. During the years ended December 31, 2025 and 2024, the Company incurred one-time acquisition fees of $5.3 million and $2.1 million, respectively. Refer to Note 9 for further information on the Company’s DST Program.

Asset Management Fees

The Company engaged a related party as the DST asset manager to provide certain management services and oversee the performance of the property manager. The Company has agreed to pay an asset management fee equal to a stated percentage per annum of the purchase price of each property in the DST Program. During the years ended December 31, 2025 and 2024, the Company incurred asset management fees related to the DST Program of $0.3 million and $0.04 million, respectively, which are recorded within property management and asset management fees on the Company’s consolidated statements of operations and comprehensive income (loss).

The table below presents amounts payable to related parties at December 31, 2025 and 2024 (amounts in thousands) related to the Company’s DST Program. The Company records these payables in due to affiliates on its consolidated balance sheets.

​

​

​

​

​

​

​

Amounts payable to related parties – DST Program

  ​ ​ ​

2025

  ​ ​ ​

2024

One-time acquisition fees

​

$

5,293

​

$

2,060

Asset management fees

​

 

317

​

 

35

Other

​

 

—

​

 

23

Total amounts payable to related parties – DST Program

​

$

5,610

​

$

2,118

​

District at Parkview DST

In December 2025, the Company, through a DST, acquired District at Parkview to be included in its DST Program. The purchase price of District at Parkview, inclusive of certain adjustments typical in such real estate transactions, was funded by (i) a senior loan secured by the property, (ii) cash funded by the Company, and (iii) cash funded by Bluerock Real Estate Holdings, LLC, an affiliate of the Manager. Refer to Note 3 for further information.

Unconsolidated Real Estate Fund

The Company’s investment in the Marble Fund, which is an unconsolidated real estate fund (refer to Note 7 for further information), is accounted for under the equity method as the Company considers its degree of influence to be significant. As such, the Company’s investment in the Marble Fund is considered a related party investment. The Company earns a return on its investment which is recognized on a one-quarter lag and is recorded in share of net earnings of equity method investment on its consolidated statements of operations and comprehensive income (loss). At December 31, 2025, the Company had $0.2 million of related party amounts payable to the Marble Fund pertaining to carried interest. The Company records these payables in due to affiliates on its consolidated balance sheets. The Company held no investments in unconsolidated real estate funds at December 31, 2024.

Leasehold Cost-Sharing Agreement with Bluerock Real Estate Holdings, LLC

In connection with a new lease on the Company’s New York (Manhattan) headquarters, effective May 2024, the Company and an unaffiliated third-party landlord entered into a lease for separate corporate space (the “NY Premises Lease”) located at 919 Third Avenue, New York, New York (the “NY Premises”). The NY Premises Lease commenced in November 2024 when the landlord made the NY Premises available to the Company to begin its own alterations and improvements. With respect to the NY Premises, the Company and Bluerock Real Estate Holdings, LLC (“BREH”), which is an affiliate of the Manager, entered into a leasehold cost-sharing agreement (the “Leasehold Cost-Sharing Agreement”) to provide for the allocation and sharing between BREH and the Company of the costs thereunder, including costs associated with tenant improvements. BREH and certain of its respective subsidiaries and/or affiliates will share occupancy of the NY Premises. Under the Leasehold Cost-Sharing Agreement, if there is a change in control of either BREH or the Company, the allocation of costs under the Leasehold Cost-Sharing Agreement shall be modified to thereafter allocate such costs based on the average of the cost-sharing percentages between BREH and the Company over the four most recently-completed calendar quarters immediately preceding the change in control date (or shall be the average cost-sharing percentages over such shorter period, if the change in control occurs earlier than the completion of four calendar quarters). Under the NY Premises Lease, the Company, through its Operating Partnership, issued a payment of approximately $450,000 as a security deposit. Payment by BREH of any amounts payable under the Leasehold Cost-Sharing Agreement to the Company will be made in cash.

The table below presents the related party amounts receivable from BREH at December 31, 2025 and 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands). The Company records these receivables in due from affiliates on its consolidated balance sheets.

​

​

​

​

​

​

​

​

Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement

  ​ ​ ​

2025

​

2024

Capital improvement cost reimbursements

​

$

621

​

$

925

Operating and direct expense reimbursements

​

​

32

​

 

124

Total amounts receivable from BREH

​

$

653

​

$

1,049

​

At December 31, 2025 and 2024, the Company had no other receivables due from related parties.

Harmony at Clear Creek Development

In connection with the Harmony at Clear Creek land acquisition that occurred on September 30, 2025 (refer to Note 3 for further information), the Harmony JV entered into a joint venture agreement with BTR Preferred Investments, LLC (“BTR Preferred”), an entity that includes an affiliate of the Manager, in which BTR Preferred committed to fund up to $16.8 million of preferred equity interests in the Harmony at Clear Creek development. At December 31, 2025, BTR Preferred had not funded any of the committed amount.

Archer at RiverBlue

In December 2025, the Company entered into a joint venture agreement with two unaffiliated third parties to develop Archer at RiverBlue (refer to Note 8 for further information). The Company and one joint venture partner will each hold preferred equity interests in Archer at RiverBlue, and the remaining joint venture partner will hold the common equity interests. Per the terms of the joint venture agreement, the common equity partner is obligated to pay a facilitation fee in an amount equal to $570K to Bluerock Enterprise Holdings, LP, an affiliate of the Manager, for consulting services to be provided to the common equity partner.

Preferred Equity Investments

During 2025, the Company sold its preferred equity interests in Indigo Cove and Wayford at Pringle to a joint venture, with such joint venture including an affiliate of the Manager. Refer to Note 8 for further information.

Selling Commissions and Dealer Manager Fees

The Company engaged Bluerock Capital Markets, LLC, an affiliate of the Manager, as dealer manager for offerings in its DST Program and the offering of its Series A Preferred Stock. For offerings in its DST Program, the Company pays up to 8.65% of the gross offering proceeds from the offerings as selling commissions and dealer manager fees. The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers. For its offering of the Series A Preferred Stock (refer to Note 15 for further information), Company’s pays up to 10% of the gross offering proceeds from the offering as selling commissions and dealer manager fees. The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers and incurs costs in excess of the 10%, which costs are borne by the dealer manager without reimbursement by the Company. For the year ended December 31, 2025, the Company incurred $3.0 million in selling commissions and discounts and $1.3 million in dealer manager fees and discounts related to its offering of Series A Preferred Stock. In addition, the Manager was, or shall be, reimbursed for offering costs of $1.2 million in conjunction with the offering of Series A Preferred Stock during the year ended December 31, 2025. The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering.