What Happened to Bluerock Residential Growth REIT: $24.25 Cash and 1 BHM Share per 8 (Oct 6, 2022)

From a news report to the October 6, 2022 close

The sale was announced with the spin-off built in. BRG owned apartment communities and a smaller single-family rental, build-to-rent and preferred equity business. Blackstone wanted the apartments; the rest went to shareholders in a new company.

The proxy says the $24.25 "represents a premium of approximately 124% to the unaffected closing price of $10.85 on September 15, 2021", and adds that this figure does not take into account the BHM shares. Common stockholders had no appraisal rights. At the March 7, 2022 record date BRG had 29,269,299 Class A shares and 67,933 Class C shares outstanding (each Class C share carried 50 votes), and 60.52% of the votes entitled to be cast were present at the meeting.

BRG's preferred stock was not part of the deal for common holders: the Series C and Series D preferred were redeemed at $25.00 plus accrued dividends, the Series B at $1,000.00 plus accrued dividends, and the closing 8-K says the separate existence of BRG ceased. BRG shares no longer exist. If you still hold an old BRG certificate or a statement showing BRG shares you never received cash for, start with your broker and your state's unclaimed-property site.

For another Blackstone cash-out with a different structure, see what happened to Resource REIT.

What a BRG share became

On the day of announcement, BRG said the BHM shares carried "an Estimated NAV of $5.60" for each BRG share, the midpoint of Duff & Phelps's range, so a BRG share was announced at $29.85 ($24.25 plus $5.60, our arithmetic). The same release cautioned: "There can be no assurance that the trading price upon a listing of BHOM will be equal to or greater than this estimated NAV." The proxy's own figure for the BHM business was a range of $483.3 million to $504.1 million, with $498.7 million implied by the exchange consideration; the range includes $168.0 million of cash.

The tax treatment the proxy described

The proxy says the distribution and the merger together "will be a fully taxable transaction for U.S. federal income tax purposes", treated as a complete liquidation of BRG. For a U.S. holder, gain or loss is measured as the cash plus "the fair market value, determined when the distribution occurs, of the shares of Bluerock Homes common stock received in the distribution", less your adjusted basis. The proxy also says the company's own valuation of the BHM shares "is not binding on the IRS or any other taxing authority". The documents we read do not state a per-share BHM value for October 6, 2022. If you need that number, your broker's 2022 Form 1099-B or the transfer agent's notice is the record to check. This page does not give tax advice.

Bluerock Homes Trust today, from its September 30, 2026 10-Q

BHM describes itself as owning "a portfolio of institutional residential properties including apartments, build-to-rent communities, single-family homes, and other residential communities" in the Sunbelt and Western United States. It has no employees and is externally managed by Bluerock Homes Manager, LLC, an affiliate of Bluerock Real Estate. It is no longer mostly single-family homes: it is selling scattered homes and building and buying communities.

Two numbers matter for a BRG holder. Book value per common share was $41.62 at December 31, 2022 (stockholders' equity of $159,986 thousand over 3,843,502 Class A and C shares) and $28.67 at September 30, 2026 ($117,774 thousand over 4,107,914), a fall of 31% (our arithmetic). That is accounting equity attributable to common stock, not a market value and not a NAV; the 10-Q does not publish a NAV per share.

The common stock also owns only part of the business. Limited partners other than the company hold 69.54% of the operating partnership's common units: 7,365,404 OP units (54.61%) and 2,012,839 LTIP units (14.93%, of which 2.49% were unvested). OP units are exchangeable one-for-one for Class A shares or redeemable for cash at the company's election. If every OP and LTIP unit were exchanged, the 4,107,914 common shares would be 30.5% of 13,486,157 (our arithmetic). The December 2021 8-K had said most members of senior management and certain related entities agreed "to retain their interests in the Company's operating partnership" rather than cash out, and that BRG shareholders would indirectly own about 35% of the single-family business after the spin. The 10-Q passage on OP units does not name which holders own them.

Who is paid before a BHM common shareholder

Preferred stock and mortgages come first: the two preferred series carried $162.6 million (our arithmetic: $148,234 thousand plus $14,348 thousand). In the nine months, preferred dividends were $8.2 million on the income statement and $8.1 million paid, against $1.5 million paid to common holders, so common holders received about one-fifth of what preferred holders did, and about one-fifth of what the related-party manager was charged ($8.1 million). Mortgages rose from $98.2 million plus a $55.0 million revolver at December 31, 2022 ($153.2 million, our arithmetic) to $436.0 million, while the revolver is now undrawn.

The common dividend history in the filings is flat. BHM declared $0.125 a share for each quarter of 2025 (record dates March 25, June 25, September 25 and December 24) and for each of the first three quarters of 2026 (March 25, June 25 and September 25, the last payable October 5, 2026). Class C shares received the same amount.

Debt, liquidity and the going-concern question

We searched the September 30, 2026 10-Q and the FY2025 10-K for "going concern" and "substantial doubt" and found neither. The 10-Q says BHM believes its cash, cash flow, preferred offering proceeds, revolver, DST Program proceeds and future mortgage financings "will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months". It lists $165.2 million of cash and the undrawn $50 million revolver. It says the revolver capacity is available for use in its DST Program, and adds a caution that, given volatility in REIT equity prices, it cannot assure that offerings of common or preferred stock are a likely source of capital.

Against that, two construction projects (Abode Wendell Falls and Harmony at Clear Creek, 358 units) need about $99.3 million to finish, to be funded with cash, construction loans and preferred equity capital contributions. Mortgage maturities are spread, with 21.1% of principal due through 2028 (our arithmetic). BHM had a $5 million Class A buyback plan that ended in February 2026 with no repurchases, and a new $10 million plan running to February 28, 2027, under which no shares had been repurchased by September 30, 2026.

The manager, its fees and a loan to an affiliate

BHM's Management Agreement has a current term that expires October 6, 2026 and renews for one year each October 6 unless terminated. We found no BHM filing through November 12, 2026 reporting that it was not renewed. Three terms matter to a shareholder:

• Fee: a base management fee of 1.50% of "New Stockholders' Equity" a year, plus an incentive fee and expense reimbursement. For FY2025 the base fee was $10.5 million, of which $0.8 million was paid in C-LTIP units. In 2026 about $210,000 of each quarter's fee was paid in C-LTIP units: 22,252 units on February 18, 19,074 on May 12 and 24,649 on August 13.
• Termination: non-renewal without cause needs two-thirds of the independent directors on stated grounds, and the manager is then paid "a termination fee equal to 3.00 times the sum of the Base Management Fee and Incentive Fee earned" in the prior 12 months.
• Related-party loan: on August 27, 2026 BHM agreed to lend up to $33.1 million (the "HPE Loan") to a borrower "owned by a subsidiary that is an affiliate of Bluerock Homes Manager, LLC", of which $31.4 million had been funded by September 30. It bears a fixed 13.0%, is paid-in-kind, matures in August 2029 and is meant to be repaid from a private placement of interests in a Delaware statutory trust that owns an office and lab building in Sunnyvale, California. That loan is the $31.7 million of notes and accrued interest receivable on BHM's balance sheet.

BHM also runs its own DST Program. At September 30, 2026 it had four DST properties (Amira at Westly, District at Parkview, Skytop Apartments and Southern Pines Reserve), had raised $169.2 million of net offering proceeds, and says District at Parkview was the only offering still open to individual investors. For how these trusts work and what sponsors keep, see the Delaware statutory trust guide.

The three October 2026 8-Ks

Those sales average about $106,700 a unit in Lubbock and about $212,900 a unit in the ILE sale (our arithmetic), against about $195,000 a unit for the 321 units sold in the first nine months. The director appointment shows a link back to BRG: the new director held BRG's chief legal role until the Blackstone deal closed.

What the filings say about the share price

BHM's filings give no quoted share price. The FY2025 10-K gives only the aggregate market value of Class A stock held by non-affiliates at June 30, 2025: $50,839,325. The implied prices in the table are our arithmetic from C-LTIP unit issuances to the manager, which the 10-K says are priced at "the average of the closing prices of the Class A common stock for the five business days prior to issuance", with the dollar amounts given as approximately $210,000. They are indications, not quotes.

On the August 2026 figure, the 0.125 BHM share that came with each BRG share was worth about $1.07 (0.125 times $8.52, our arithmetic), against the $5.60 estimate at announcement. Check the current quote in your brokerage account; it may be different, and these implied prices are two to nine months old. The $44.80 is the announcement estimate converted to one BHM share, and the proxy itself warned that the trading price could differ.

Bluerock's fund business is a different vehicle

The Bluerock name also sits on a closed-end fund that listed on the NYSE in December 2025. It is not BHM, files separately and has different shareholders; read our Bluerock Private Real Estate Fund (BPRE) review for that. Holding BHM does not give you any claim on the fund or the reverse.

What a reader can do with this

• Confirm the 2022 cash and shares arrived. Look in your brokerage history for $24.25 a share on or after October 6, 2022 and for BHM shares at one for every eight. If you held fewer than eight shares, or a number not divisible by eight, check how the remainder was settled.
• Find your tax record. The proxy described the transaction as fully taxable, with the BHM shares counted at fair market value on the distribution date. The value your broker reported is the number to check against your basis; the filings we read do not give it.
• Read the latest 10-Q yourself, in this order: the equity statement and balance sheet (preferred stock sits between the mortgages and the common), the "Management Agreement" and related-party notes, and the "Liquidity and Capital Resources" debt table. The next full-year report, the FY2026 10-K, would normally follow in the first quarter of 2027, as the FY2025 10-K was filed on February 27, 2026.
• Treat the manager's terms as part of the position. Base fee on equity, a 3.00-times termination fee and a 13.0% loan to an affiliate are facts to weigh when you look at the stock, whatever you decide about it.
• Know the exit is a market sale. BHM is a listed company with 4.1 million common shares, so you sell at the market price through a broker. The 10-Q describes no redemption program for common stock; the only repurchase plan is the open-market buyback above.

FAQ

Sources, read on November 12, 2026: Bluerock Residential Growth REIT, Inc. (CIK 1442626) Form 8-K of December 21, 2021 on the merger agreement (accession 0001104659-21-151882) and the December 20, 2021 press release (0001104659-21-151471); definitive merger proxy of March 11, 2022 (0001104659-22-032578); Form 8-K of April 13, 2022 on the vote (0001104659-22-045500); Form 8-K of September 22, 2022 on the distribution (0001104659-22-102365); Form 8-K of October 6, 2022 on the closing (0001104659-22-106715) and Blackstone's closing press release; Form 15-12G of October 17, 2022 (0001104659-22-109338). Bluerock Homes Trust, Inc. (CIK 1903382) Form 8-K of September 26, 2022 (0001104659-22-102982); Form 10-K for 2022 (0001410578-23-000330) and for 2025 (0001104659-26-021568); Form 10-Q for the quarter ended September 30, 2026 (0001104659-26-125174); Forms 8-K of October 6, 2026 (0001104659-26-113975), October 20, 2026 (0001104659-26-117412) and October 22, 2026 (0001104659-26-118199). This is analysis of public documents, not investment, legal or tax advice.