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Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Stockholders' Equity  
Stockholders' Equity

Note 15 – Stockholders’ Equity

Net Loss Per Common Share

Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period. Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock and LTIP Units.

The Company considers the requirements of the two-class method when preparing earnings per share. The Company has two classes of common stock outstanding: Class A common stock, $0.01 par value per share, and Class C common stock, $0.01 par value per share. Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one-for-one basis.

The following table reconciles the components of basic and diluted net loss per common share for the years ended December 31, 2025 and 2024 (amounts in thousands, except share and per share amounts):

​

​

​

​

​

​

​

​

​

  ​ ​ ​

2025

​

2024

Net loss

​

$

(32,598)

​

$

(12,091)

Less preferred stock dividends

​

​

(9,203)

​

​

(4,022)

Less preferred stock accretion

​

 

(4,538)

​

 

(244)

Less dividends on restricted stock and LTIP Units expected to vest

​

​

(263)

​

​

—

Addback net loss attributable to noncontrolling interests

​

 

34,848

​

 

12,123

Net loss attributable to common stockholders

​

$

(11,754)

​

$

(4,234)

​

​

​

​

​

​

​

Weighted average common shares outstanding (1)

​

 

3,889,301

​

 

3,856,162

Potential dilutive shares (2)

​

 

—

​

 

—

Weighted average common shares outstanding and potential dilutive shares (1)

​

 

3,889,301

​

 

3,856,162

​

​

​

​

​

​

​

Net loss per common share, basic

​

$

(3.02)

​

$

(1.10)

Net loss per common share, diluted

​

$

(3.02)

​

$

(1.10)

(1)Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.
(2)For the years ended December 31, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive: (i) the potential vesting of restricted Class A common stock of 7,208 shares and 5,288 shares, respectively, and (ii) the potential conversion of the Series A Preferred Stock into Class A common stock of 11,190,214 shares and 3,310,998 shares, respectively.

​

The effect of the conversion of OP Units, which are exchangeable for Class A common stock on a one-for-one basis, and LTIP Units are not reflected in the computation of basic and diluted earnings per share. The income allocable to OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these OP Units would have no net impact on the determination of diluted earnings per share.

Series A Redeemable Preferred Stock

The 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) ranks senior to all classes of the Company’s common stock and on parity with the Series B Redeemable Preferred Stock. The Series A Preferred Stock is entitled, when and as authorized by the Board and declared by the Company out of legally available funds, to priority cumulative dividends at an annual rate of 6.0% of the stated value of $25.00 per share (the “Stated Value”) to be paid monthly, in arrears. Holders may, at their option, elect to have the Company redeem their shares through the first year from issuance subject to a 12% redemption fee. After year one, the redemption fee decreases to 9%, after year two it decreases to 6%, after year three it decreases to 3%, and after year four there is no redemption fee. Any redeemed shares are entitled to any accrued but unpaid dividends at the time of the redemption, payable by the Company, at its option, in either cash or in equal value of shares of its Class A common stock. The Company has the right to redeem the Series A Preferred Stock beginning two years from the original issuance for the Stated Value, plus any accrued and unpaid dividends, in either cash or in equal value of shares of its Class A common stock, at the Company’s option, with the number of shares of Class A common stock issued for redemption (if any) based on the closing price per share of the Class A common stock for the single trading day prior to the date of redemption.

In May 2024, the Company announced the payment of an enhanced special dividend replacing the previous special dividend. The enhanced special dividend is aggregated with the regular monthly dividend so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5% minimum and an 8.5% maximum annual rate, calculated and paid monthly. Commencing in May 2024, the Series A Preferred enhanced special dividend was declared for each month for which the Board declared the regular monthly dividend of $0.125 per outstanding share of Series A Preferred Stock.

At the date of issuance, the carrying amount of the Series A Preferred Stock is less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of December 31, 2025, the Company had recorded a total of $4.8 million of accretion related to the Series A Preferred Stock.

On February 6, 2025, the Company implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to its Series A Preferred Stock. The Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of the Company’s Class A common stock rather than in cash (each, a “Preferred Redemption in common stock”). The Policy provides that if, within 10 business days of any such Preferred Redemption in common stock, any such shares of Class A common stock are sold at a loss (i.e. a lower price than the Aggregate Redemption Value), the holder can apply to the Company for a cash payment to the holder in an amount equal to the difference between (i) the Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Policy. The Policy applies both retroactively, and on a go-forward basis, to holders of the Company’s Series A Preferred Stock.

During the year ended December 31, 2025, the Company issued 1,704,028 shares of Series A Preferred Stock at the Stated Value under its continuous registered offering with net proceeds of approximately $36.5 million after commissions, dealer manager fees and sales discounts, and costs related to establishing the offering of Series A Preferred Stock. As of December 31, 2025, the Company had issued a total of 6,337,313 shares of Series A Preferred Stock with total net proceeds of approximately $137.6 million after commissions, dealer manager fees, sales discounts and offering costs. Additionally, as of December 31, 2025, the Company, at the request of holders, had redeemed a total of 10,960 shares of Series A Preferred Stock through the issuance of 18,653 shares of Class A common stock and redeemed a total of 37,650 shares of Series A Preferred Stock for $0.9 million in cash.

Series B Redeemable Preferred Stock

On December 10, 2025, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s registration statement on Form S-11 (File No. 333-290772) (the “2025 Registration Statement”). On December 11, 2025, the Company filed a prospectus supplement to the 2025 Registration Statement offering a maximum of 14,000,000 shares of 7.5% Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) at $25.00 per share, for a maximum offering amount of $350 million in Series B Preferred Stock.

The Series B Preferred Stock ranks senior to all classes of the Company’s common stock and on parity with the Series A Preferred Stock. The Series B Preferred Stock is entitled, when and as authorized by the Board and declared by the Company out of legally available funds, to priority cumulative dividends at an annual rate of 7.5% of the stated value of $25.00 per share to be paid monthly, in arrears. Holders may, at their option, elect to have the Company redeem their shares through the first year from issuance subject to a 12% redemption fee. After year one, the redemption fee decreases to 9%, after year two it decreases to 6%, after year three it decreases to 3%, and after year four there is no redemption fee. Any redeemed shares are entitled to any accrued but unpaid dividends at the time of the redemption, payable by the Company, at its option, in either cash or in equal value of shares of its Class A common stock. The Company has the right to redeem the Series B Preferred Stock beginning two years from the original issuance for the stated value of $25.00 per share, plus any accrued and unpaid dividends, in either cash or in equal value of shares of its Class A common stock, at the Company’s option, with the number of shares of Class A common stock issued for redemption (if any) based on the closing price per share of the Class A common stock for the single trading day prior to the date of redemption.

As of December 31, 2025, the Company had not issued any shares of its Series B Preferred Stock.

Class C Common Stock

The Company’s Class C common stock will be equivalent in all material respects to, and rank on parity with, the Company’s Class A common stock, except that each share of Class C common stock will entitle the holder thereof to up to fifty votes. A holder of Class C common stock will not be entitled to a number of votes in excess of the number of its direct and indirect economic interests in the Operating Partnership. Therefore, no holder of Class C common stock will have a number of votes in respect of its shares of Class C common stock that exceeds the number of shares of Class C common stock, C-LTIP units, LTIP units, C-OP units and OP units beneficially owned by such holder. In order to implement this limitation, the number of votes (“Class C Votes”) per share of Class C common stock beneficially owned by a holder will equal the lesser of: (x) 50 and (y) the quotient of (A) the sum of (1) the number of shares of Class C common stock beneficially owned by such holder plus (2) the number of C-LTIP units beneficially owned by such holder plus (3) the number of LTIP units beneficially owned by such holder plus (4) the number of C-OP units beneficially owned by such holder plus (5) the number of OP units beneficially owned by such holder (each of a share of Class C common stock, a C-LTIP unit, a LTIP unit, a C-OP unit and an OP Unit, a “Class C Interest”) divided by (B) the number of shares of Class C common stock beneficially owned by such holder. If any Class C Interest is beneficially owned by more than one holder of Class C common stock and would, in the absence of this sentence, increase the number of Class C Votes of more than one such holder of Class C common stock by virtue of clause (y) of the immediately preceding sentence, then such Class C Interest shall only increase the number of Class C Votes of the ultimate beneficial owner of such Class C Interest that is also such a holder of Class C common stock, and not any other holder of Class C common stock.

Shares of the Company’s Class C common stock may be converted, or automatically convert, in certain circumstances to shares of the Company’s Class A common stock on a one-for-one basis. Subject to the preferential rights, if any, of holders of any class or series of the Company’s stock other than the Company’s Class A common stock and to the provisions of the Company’s charter regarding the restrictions on the ownership and transfer of stock, the holders of the Company’s Class C common stock will be entitled to receive distributions authorized by the Company’s Board and declared by the Company out of legally available funds after payment of, or provision for, full cumulative distributions on and any required redemptions of shares of any series of preferred stock then outstanding.

Class A Common Stock Repurchase Plan

On February 13, 2024, the Board authorized a stock repurchase plan for the repurchase of up to an aggregate of $5 million of the Company’s outstanding shares of Class A common stock. The repurchase plan had a term of one year and ended in February 2025. The Company made no repurchases of its Class A common stock under this plan.

On February 28, 2025, the Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $5 million of the Company’s outstanding shares of Class A common stock. The repurchase plan has a term of one year ending on February 28, 2026, and may be discontinued at any time. As of December 31, 2025, no repurchases of Class A common stock had been made by the Company under this plan. The Board did authorize a new stock repurchase plan on February 10, 2026; refer to Note 18 for further information.

Operating Partnership and Long-Term Incentive Plan Units

On April 2, 2014, Bluerock Residential entered into the Second Amended and Restated Agreement of Limited Partnership of its Operating Partnership, Bluerock Residential Holdings, L.P. (the “Partnership Agreement”), pursuant to which Bluerock Residential was the sole general partner of the Operating Partnership. On September 22, 2022, the Partnership Agreement was amended by the Thirteenth Amendment thereto, pursuant to which Bluerock Residential withdrew as the general partner of the Operating Partnership and the Company was admitted as the sole general partner thereof. The Company may not be removed as general partner of the Operating Partnership by the limited partners with or without cause.

The Partnership Agreement, as amended, provides, among other things, that the Operating Partnership initially has two classes of limited partnership interests: OP Units and LTIP Units. Certain OP units will be designated as “C-OP Units” and certain LTIP units will be designated as “C-LTIP Units.” The Company expects that its Operating Partnership will issue OP units to limited partners, including the Company, in exchange for capital contributions of cash or property, including in connection with the contribution of the net proceeds of any future offering of the Company’s shares, as described above, and that the Company’s Operating Partnership will issue LTIP units, pursuant to the BHM Incentive Plans, to persons (including its Manager, directors and employees) or entities who provide services to the Company. In addition, the Company’s Operating Partnership will issue C-LTIP Units to the Company’s Manager pursuant to the Management Agreement and may issue C-LTIP Units to the Company’s executive officers and certain other service providers to the Company at the discretion of its board. In calculating the percentage interests of the partners in the Operating Partnership, LTIP Units are treated as OP Units.

In general, LTIP Units will receive the same per-unit distributions as the OP Units. Initially, each LTIP Unit will have a capital account balance of zero and, therefore, will not have full parity with OP Units with respect to any liquidating distributions. However, the Partnership Agreement, as amended provides that “book gain,” or economic appreciation, in the Company’s assets realized by the Operating Partnership as a result of the actual sale of all or substantially all of the Operating Partnership’s assets, or the revaluation of the Operating Partnership’s assets as provided by applicable U.S. Department of Treasury regulations, will be allocated first to the holders of LTIP Units until their capital account per unit is equal to the average capital account per-unit of the Company’s OP Unit holders in the Operating Partnership.

As of December 31, 2025, limited partners other than the Company owned approximately 69.36% of the common units of the Operating Partnership (7,365,404 OP Units, or 55.65%, were held by OP Unit holders, and 1,813,663 LTIP Units, or 13.71%, were held by LTIP Unit holders, including 2.37% which are not vested at December 31, 2025). Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one-for-one basis, or, at the Company’s election, redeemable for cash. LTIP Units and C - LTIP Units may be convertible into OP Units under certain conditions and then may be settled in shares of the Company’s Class A common stock, or, at the Company’s election, cash.

During the year ended December 31, 2025, the Company granted C-LTIP Units to the Manager pursuant to the Management Agreement as follows: (i) 21,254 C-LTIP Units, or approximately $245,000, granted on March 7, 2025 as partial payment of the total base management fee of $2.5 million for the fourth quarter 2024; (ii) 20,445 C-LTIP Units, or approximately $210,000, granted on May 13, 2025 as partial payment of the total base management fee of $2.5 million for the first quarter 2025; (iii) 16,012 C-LTIP Units, or approximately $210,000, granted on August 19, 2025 as partial payment of the total base management fee of $2.6 million for the second quarter 2025; and (iv) 22,332 C-LTIP Units, or approximately $210,000, granted on November 11, 2025 as partial payment of the total base management fee of $2.6 million for the third quarter 2025. All such C-LTIP Units were fully vested upon issuance.

In the future, the Operating Partnership may issue OP Units or preferred OP Units from time to time in connection with acquisitions of properties or for financing, compensation or other reasons.

Equity Incentive Plans

Prior to the annual meeting of the Company’s stockholders held on June 11, 2025 (the “Annual Meeting”), the Company had in effect the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Individuals (the “2022 Individuals Plan”) and the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Entities (the “2022 Entities Plan,” and together with the 2022 Individuals Plan, the “2022 Incentive Plans”). At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of each of the 2022 Individuals Plan (as so amended and restated, the “Amended Individuals Plan”) and the 2022 Entities Plan (as so amended and restated, the “Amended Entities Plan,” and together with the Amended Individuals Plan, the “Amended Incentive Plans,” and collectively with the 2022 Incentive Plans, the “BHM Incentive Plans”). The Amended Incentive Plans were approved by the Board on April 15, 2025, subject to the approval of the Company’s stockholders at the Annual Meeting and became effective upon such stockholder approval. The BHM Incentive Plans provide for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board.

The aggregate number of shares of the Company’s common stock authorized for issuance under the BHM Incentive Plans is 4,022,109, with (i) 1,625,000 shares available for issuance under the BHM Incentive Plans, and (ii) 2,397,109 shares subject to awards granted under the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Individuals and the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities (together, the “Prior Plans”) that may become available for issuance or reissuance, as applicable, under the BHM Incentive Plans if such awards are forfeited, canceled or otherwise terminated (other than by exercise).

LTIP Unit and Restricted Stock Grants

On January 1, 2025, the Company granted 5,405 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance and the Company recognized expense of $0.3 million based on the fair value at the date of grant.

In April 2025, the Company, pursuant to the BHM Incentive Plans, issued 74,031 LTIP Units directly to and among certain of the Manager’s executive management team and personnel who provide other services to the Manager as an annual long-term incentive equity grant for the year ended December 31, 2024. Such LTIP Units will vest ratably on an annual basis over a three-year period from the date of grant.

A summary of the status of the Company’s non-vested LTIP Units granted under the BHM Incentive Plans as of December 31, 2024 and 2025 is as follows:

​

​

​

​

​

​

​

  ​ ​ ​

​

  ​ ​ ​

Weighted average grant-

​

​

LTIP Units

​

date fair value

Balance at January 1, 2024

 

466,298

​

$

20.83

Granted

 

122,529

​

 

16.45

Vested

 

(129,902)

​

 

20.07

Forfeited

 

(57,670)

​

 

16.69

Balance at December 31, 2024

 

401,255

​

$

20.34

Granted

​

95,651

​

​

11.24

Vested

​

(164,709)

​

​

19.20

Forfeited

​

(19,170)

​

​

13.34

Balance at December 31, 2025

​

313,027

​

$

18.58

​

The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant. During the years ended December 31, 2025 and 2024, the Company recognized compensation expense for such LTIP Units of approximately $3.1 million and $2.6 million, respectively. Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). As of December 31, 2025, there was $4.5 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 1.8 years. Once vested, these awards of LTIP Units 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 the Company’s Class A common stock on a one-for-one basis. The holders of such LTIP Units will be entitled to receive “distribution equivalents” with respect to such LTIP Units, whether or not vested, at the same time distributions are paid to the holders of the Company’s Class A common stock.

During the years ended December 31, 2025 and 2024, the Company recognized expense of $0.3 million and $0.3 million, respectively, based on the fair value at the date of grant for the LTIP Units granted to each independent member of the Board. Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss).

In April 2025, the Company, pursuant to the BHM Incentive Plans, issued 112,563 shares of Class A common stock as restricted stock grants (“RSGs”) directly to and among certain of the Manager’s executive management team and personnel who provide other services to the Manager as an annual long-term incentive equity grant for the year ended December 31, 2024. Such RSGs will vest ratably on an annual basis over a three-year period from the date of grant.

A summary of the status of the Company’s non-vested shares granted under the BHM Incentive Plans as of December 31, 2024 and 2025 is as follows:

​

​

​

​

​

​

​

​

  ​ ​ ​

​

  ​ ​ ​

Weighted average grant-

​

​

Shares

​

date fair value

Balance at January 1, 2024

 

31,260

​

$

16.69

Granted

 

77,281

​

 

16.86

Vested

 

(7,025)

​

 

16.69

Forfeited

 

(330)

​

 

16.87

Withheld for employee taxes

 

(3,400)

​

 

16.69

Balance at December 31, 2024

 

97,786

​

$

16.83

Granted

 

112,563

​

 

11.44

Vested

 

(23,930)

​

 

16.81

Forfeited

 

(16,999)

​

 

13.12

Withheld for employee taxes

 

(11,919)

​

 

16.81

Balance at December 31, 2025

 

157,501

​

$

13.38

​

The Company recognizes compensation expense ratably over the vesting period for time-based RSGs. During the years ended December 31, 2025 and 2024, the Company recognized compensation expense for RSGs of approximately $0.8 million and $0.5 million, respectively. Such expense was recorded as part of general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). As of December 31, 2025, there was $1.4 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 1.8 years.

The Company currently uses authorized and unissued shares to satisfy share award grants.

Distributions

​

​

​

​

​

​

​

​

Declaration Date

  ​ ​ ​

Record Date

  ​ ​ ​

Amount

  ​ ​ ​

Paid / Payable Date

Class A common stock

​

​

​

​

​

​

​

March 11, 2025

​

March 25, 2025

​

$

0.125

​

April 4, 2025

March 11, 2025

​

June 25, 2025

​

​

0.125

​

July 3, 2025

March 11, 2025

​

September 25, 2025

​

​

0.125

​

October 3, 2025

March 11, 2025

​

December 24, 2025

​

​

0.125

​

January 5, 2026

Class C common stock

​

​

​

​

​

​

​

March 11, 2025

​

March 25, 2025

​

$

0.125

​

April 4, 2025

March 11, 2025

​

June 25, 2025

​

​

0.125

​

July 3, 2025

March 11, 2025

​

September 25, 2025

​

​

0.125

​

October 3, 2025

March 11, 2025

​

December 24, 2025

​

​

0.125

​

January 5, 2026

Series A Preferred Stock (1)

​

  ​

​

 

  ​

​

  ​

October 14, 2024

​

December 24, 2024

​

$

0.125

​

January 3, 2025

January 15, 2025

​

January 24, 2025

​

​

0.125

​

February 5, 2025

January 15, 2025

​

February 25, 2025

​

​

0.125

​

March 5, 2025

January 15, 2025

​

March 25, 2025

​

​

0.125

​

April 4, 2025

April 15, 2025

​

April 25, 2025

​

​

0.125

​

May 5, 2025

April 15, 2025

​

May 23, 2025

​

​

0.125

​

June 5, 2025

April 15, 2025

​

June 25, 2025

​

​

0.125

​

July 3, 2025

July 15, 2025

​

July 25, 2025

​

​

0.125

​

August 5, 2025

July 15, 2025

​

August 25, 2025

​

​

0.125

​

September 5, 2025

July 15, 2025

​

September 25, 2025

​

​

0.125

​

October 3, 2025

October 15, 2025

​

October 24, 2025

​

​

0.125

​

November 5, 2025

October 15, 2025

​

November 25, 2025

​

​

0.125

​

December 5, 2025

October 15, 2025

​

December 24, 2025

​

​

0.125

​

January 5, 2026

Series A Preferred Enhanced Special Dividend (2)

​

​

​

​

​

​

​

October 14, 2024

​

December 24, 2024

​

$

0.010417

​

January 3, 2025

January 15, 2025

​

January 24, 2025

​

​

0.010417

​

February 5, 2025

January 15, 2025

​

February 25, 2025

​

​

0.010417

​

March 5, 2025

January 15, 2025

​

March 25, 2025

​

​

0.010417

​

April 4, 2025

April 15, 2025

​

April 25, 2025

​

​

0.010417

​

May 5, 2025

April 15, 2025

​

May 23, 2025

​

​

0.010417

​

June 5, 2025

April 15, 2025

​

June 25, 2025

​

​

0.010417

​

July 3, 2025

July 15, 2025

​

July 25, 2025

​

​

0.010417

​

August 5, 2025

July 15, 2025

​

August 25, 2025

​

​

0.010417

​

September 5, 2025

July 15, 2025

​

September 25, 2025

​

​

0.010417

​

October 3, 2025

October 15, 2025

​

October 24, 2025

​

​

0.010417

​

November 5, 2025

October 15, 2025

​

November 25, 2025

​

​

0.010417

​

December 5, 2025

October 15, 2025

​

December 24, 2025

​

​

0.010417

​

January 5, 2026

(1)Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding.
(2)Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26th of the prior month to the 25th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock. The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5% minimum and 8.5% maximum annual rate.

A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that the Company will continue to declare dividends or at this rate. Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of the Company’s Class A common stock.

Distributions declared and paid for the year ended December 31, 2025 were as follows (amounts in thousands):

​

​

​

​

​

​

​

​

  ​ ​ ​

Distributions

2025

  ​ ​ ​

Declared

  ​ ​ ​

Paid

First Quarter

​

​

​

​

​

​

Class A common stock

​

$

495

​

$

—

Class C common stock

​

​

1

​

​

—

Series A Preferred Stock (1)

​

​

2,010

​

​

1,925

OP Units

​

​

921

​

​

—

LTIP / C-LTIP Units

​

​

212

​

​

—

Total first quarter

​

$

3,639

​

$

1,925

Second Quarter

​

​

​

​

​

​

Class A common stock

​

$

507

​

$

495

Class C common stock

​

​

1

​

​

1

Series A Preferred Stock (1)

​

​

2,254

​

​

2,185

OP Units

​

​

921

​

​

921

LTIP / C-LTIP Units

​

​

225

​

​

212

Total second quarter

​

$

3,908

​

$

3,814

Third Quarter

​

​

​

 

​

​

Class A common stock

​

$

506

​

$

507

Class C common stock

​

​

1

​

​

1

Series A Preferred Stock (1)

​

​

2,417

​

​

2,368

OP Units

​

​

921

​

​

921

LTIP / C-LTIP Units

​

​

223

​

​

225

Total third quarter

​

$

4,068

​

$

4,022

Fourth Quarter

​

 

  ​

​

 

  ​

Class A common stock

​

$

506

​

$

506

Class C common stock

​

 

1

​

 

1

Series A Preferred Stock (1)

​

​

2,522

​

​

2,493

OP Units

​

 

921

​

 

921

LTIP / C-LTIP Units

​

 

227

​

 

223

Total fourth quarter

​

$

4,177

​

$

4,144

Total

​

$

15,792

​

$

13,905

(1)Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0% of the Stated Value and any enhanced special dividends.