BRG / Bluerock Residential Growth REIT Inc - Class A - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-36369 bluerock residential growth reit, inc. (Badger Merger Sub LLC as

As filed with the Securities and Exchange Commission on October 6, 2022

As filed with the Securities and Exchange Commission on October 6, 2022 Registration No.

Affiliates of Blackstone Real Estate Complete $3.6 Billion Acquisition of Bluerock Residential Growth REIT

Exhibit 99.1 Affiliates of Blackstone Real Estate Complete $3.6 Billion Acquisition of Bluerock Residential Growth REIT NEW YORK, NY, October 6, 2022 ? Blackstone (NYSE: BX) today announced that affiliates of Blackstone Real Estate (?Blackstone?) have completed the previously announced acquisition of Bluerock Residential Growth REIT, Inc. (?Bluerock?) for $24.25 per share in an all-cash transactio

As filed with the Securities and Exchange Commission on October 6, 2022

As filed with the Securities and Exchange Commission on October 6, 2022 Registration No.

As filed with the Securities and Exchange Commission on October 6, 2022

As filed with the Securities and Exchange Commission on October 6, 2022 Registration No.

Separation and Distribution Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P. and Bluerock Homes Trust, Inc.

Exhibit 2.1 ? EXECUTION VERSION ? SEPARATION AND DISTRIBUTION AGREEMENT ? BY AND AMONG ? BLUEROCK RESIDENTIAL GROWTH REIT,?INC., ? BADGER PARENT LLC, ? BADGER HOLDCO LLC, ? BLUEROCK RESIDENTIAL HOLDINGS, L.P. ? AND ? BLUEROCK HOMES TRUST,?INC. ? DATED AS OF OCTOBER 5, 2022 ? ? ? ? ? ? TABLE OF CONTENTS ? Page ? Article?I DEFINITIONS 3 ? ? Article?II THE SEPARATION 16 ? ? 2.1 Transfer of Assets and

As filed with the Securities and Exchange Commission on October 6, 2022

As filed with the Securities and Exchange Commission on October 6, 2022 Registration No.

As filed with the Securities and Exchange Commission on October 6, 2022

As filed with the Securities and Exchange Commission on October 6, 2022 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2022 Bluerock Residential Growth REIT, Inc.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 17, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Tax Matters Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P., Bluerock REIT Holdings, LLC and Bluerock Homes Trust, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2022

Exhibit 10.1 TAX MATTERS AGREEMENT by and among BLUEROCK RESIDENTIAL GROWTH REIT, INC., BADGER PARENT LLC BADGER HOLDCO LLC, BLUEROCK HOMES TRUST, INC., BLUEROCK REIT HOLDINGS, LLC AND BLUEROCK RESIDENTIAL HOLDINGS, L.P. Dated as of October 5, 2022 TABLE OF CONTENTS Article 1. DEFINITIONS 2 Section 1.01 General 2 Section 1.02 Additional Definitions 8 Article 2. AGREED UPON TAX CHARACTERIZATION OF

As filed with the Securities and Exchange Commission on October 6, 2022

As filed with the Securities and Exchange Commission on October 6, 2022 Registration No.

As filed with the Securities and Exchange Commission on October 6, 2022

As filed with the Securities and Exchange Commission on October 6, 2022 Registration No.

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Unaudited Pro Forma Condensed Consolidated Financial Statements Information

Exhibit 99.2 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Unaudited Pro Forma Condensed Consolidated Financial Statements Information The following unaudited pro forma condensed consolidated financial statements of Bluerock Residential Growth REIT, Inc. (together with its consolidated subsidiaries, the ?Company,? ?we,? ?our? or ?us?) should be read in conjunction with our historical audited consolidated

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 17, 2022, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 17, 2022, pursuant to the provisions of Rule 12d2-2 (a).

AMENDMENT TO WARRANT AGREEMENT

Exhibit 99.2 AMENDMENT TO WARRANT AGREEMENT This Amendment, dated as of September 19, 2022 (this ?Amendment?), to that certain Warrant Agreement, dated as of November 15, 2017 (the ?Warrant Agreement?), between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the ?Company?), and Computershare Inc., a Delaware corporation (?Computershare?), and its affiliate, Computershare Trust Comp

AMENDMENT TO WARRANT AGREEMENT

Exhibit 99.3 AMENDMENT TO WARRANT AGREEMENT This Amendment, dated as of September 19, 2022 (this ?Amendment?), to that certain Warrant Agreement, dated as of November 16, 2018 (the ?Warrant Agreement?), between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the ?Company?), and Computershare Inc., a Delaware corporation (?Computershare?), and its affiliate, Computershare Trust Comp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2022 Bluerock Residential Growth REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 001-36369 26-3136483 (State or other Jurisdiction of Incorpo

Thirteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated September 22, 2022, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Bluerock Residential Growth REIT, Inc. on September 22, 2022

Exhibit 10.1 THIRTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. September 22, 2022 Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended (the ?Partnership Agreement?), with the approval of the General Partner and the c

Board of Directors of Bluerock Residential Growth REIT, Inc. Approves the Completion of the Proposed Spin-Off of its Single-Family Rental Business to Shareholders; Completion of Spin-Off and Acquisition of Bluerock Residential Growth REIT by Affiliat

Exhibit 99.1 Board of Directors of Bluerock Residential Growth REIT, Inc. Approves the Completion of the Proposed Spin-Off of its Single-Family Rental Business to Shareholders; Completion of Spin-Off and Acquisition of Bluerock Residential Growth REIT by Affiliates of Blackstone Real Estate Expected on October 6, 2022 September 19, 2022 / 2022 Press Release New York, NY (September 19, 2022) ? Blue

ANNEX A Series B Redeemable Preferred Stock:

Exhibit 99.1 Corporate Headquarters 1345 Avenue of the Americas, 32nd Floor New York, NY 10105 877.826.BLUE PRESS RELEASE For Immediate Release Bluerock Residential Growth REIT Announces Suspension of Series B Redeemable Preferred Stock Redemptions, Series T Redeemable Preferred Stock Redemptions and Warrant Exercises New York, NY ? September 13, 2022 - Bluerock Residential Growth REIT, Inc. (NYSE

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 Bluerock Residential Growth REIT, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2022 Bluerock Residential Growth REIT, Inc.

Bluerock Residential Growth REIT and Blackstone Real Estate Announce Anticipated Closing Date of Acquisition and Spin-Off

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT and Blackstone Real Estate Announce Anticipated Closing Date of Acquisition and Spin-Off New York, NY, August 26, 2022 ? Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (the ?Company?) and Blackstone Real Estate (?Blackstone?) today announced that the completion of the proposed acquisition of the Company by Blackstone

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Renewal, dated August 5, 2022, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings, LLC, Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock TRS Holdings, LLC and Bluerock REIT Operator, LLC

Exhibit 10.4 ? ? ? August 5, 2022 Via Electronic Mail Bluerock Real Estate, L.L.C. 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] Bluerock Real Estate Holdings, LLC 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] Re: Notice of Renewal of Administrative Serv

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2022 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Bluerock Residential Growth REIT Stockholders Approve Acquisition by Affiliates of Blackstone Real Estate

Exhibit 99.1 Bluerock Residential Growth REIT Stockholders Approve Acquisition by Affiliates of Blackstone Real Estate NEW YORK, NY ? April 12, 2022 ? Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (?BRG? or ?Company?) announced that at a special meeting of stockholders (the ?Special Meeting?) held earlier today, based on preliminary voting results, the Company?s stockholders approved

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 (April 12, 2022) Bluerock Residential Growth REIT, Inc.

Sponsor Guaranty, dated April 6, 2022, by and between Bluerock Residential Growth REIT, Inc. and Deutsche Bank AG, New York Branch.

Exhibit 10.2 EXECUTION VERSION Sponsor Guaranty This SPONSOR GUARANTY (this ?Agreement?) dated as of April 6, 2022, is made by and among the entity identified as the ?Guarantor? on the signature pages hereof (the ?Guarantor?) and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent for the Secured Parties under the Loan Agreement (as defined below) (in such capacity and together with any suc

Loan Agreement, dated April 6, 2022, by and among persons that are party thereto listed as Borrowers, persons party thereto that are listed as Equity Owners, Bluerock Residential Holdings, LP, persons that are party thereto listed as Lenders, Deutsche Bank Securities Inc., Deutsche Bank AG, New York Branch and Computershare Trust Company, N.A.

Exhibit 10.1 EXECUTION VERSION LOAN AGREEMENT Dated as of April 6, 2022 among THE PERSONS FROM TIME TO TIME PARTY HERETO AS BORROWERS, THE PERSONS FROM TIME TO TIME PARTY HERETO AS EQUITY OWNERS, BLUEROCK RESIDENTIAL HOLDINGS, LP, as the Risk Retention Sponsor, solely with respect to Section 5.07, THE PERSONS FROM TIME TO TIME PARTY HERETO AS LENDERS, DEUTSCHE BANK SECURITIES INC., as Sole Lead Ar

Sponsor Guaranty, dated April 6, 2022, by and between Bluerock Homes Trust, Inc. and Deutsche Bank AG, New York Branch.

Exhibit 10.3 EXECUTION VERSION Sponsor Guaranty This SPONSOR GUARANTY (this ?Agreement?) dated as of April 6, 2022, is made by and among the entity identified as the ?Guarantor? on the signature pages hereof (the ?Guarantor?) and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent for the Secured Parties under the Loan Agreement (as defined below) (in such capacity and together with any suc

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2022 (April 6, 2022) Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant: x Filed by a Party other than the Registrant: ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 Bluerock Residential Growth REIT, Inc.

List of Subsidiaries

Exhibit 21.1 ? Bluerock Residential Growth REIT, Inc. List of Subsidiaries ? 1. Bluerock REIT Holdings, LLC, a Delaware limited liability company 2. Bluerock Residential Holdings, L.P., a Delaware limited partnership 3. BRG FNMA Shelf 1, LLC, a Delaware limited liability company 4. BRG FNMA Shelf 2, LLC, a Delaware limited liability company 5. BRG FNMA Shelf 3, LLC, a Delaware limited liability co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4(vi) ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? The following description sets forth certain material terms and provisions of the securities of Bluerock Residential Growth REIT, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

BRG / Bluerock Residential Growth REIT Inc / ALLIANCEBERNSTEIN L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Bluerock Residential Growth REIT Inc (Name of Issuer) REIT (Title of Class of Securities) 09627J102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Bluerock Residential Growth REIT, Inc. (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing

Exhibit Fee Table Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Bluerock Residential Growth REIT, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

BRG / Bluerock Residential Growth REIT Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Bluerock Residential Growth REIT Inc. Title of Class of Securities: REIT CUSIP Number: 09627J102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule i

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 1, 2022 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporati

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Series T Redeemable Preferred Stock Maximum of 160,000 Shares Issuable in Payment of Annual Series T Stock Dividends (Liquidation Preference $25.00 per share of Series T Redeemable Preferred Stock (subject to ad

Filed Pursuant to Rule 424(b)(3) Registration No. 333-255388 PROSPECTUS SUPPLEMENT (To Prospectus dated November 22, 2021) BLUEROCK RESIDENTIAL GROWTH REIT, INC. Series T Redeemable Preferred Stock Maximum of 160,000 Shares Issuable in Payment of Annual Series T Stock Dividends (Liquidation Preference $25.00 per share of Series T Redeemable Preferred Stock (subject to adjustment)) Class A Common S

IMPORTANT NOTICE SUSPENSION OF DIVIDEND REVINVESTMENT PLANS

Exhibit 99.1 December 28, 2021 IMPORTANT NOTICE SUSPENSION OF DIVIDEND REVINVESTMENT PLANS Dear Stockholder: I am writing to provide important information regarding Bluerock Residential Growth REIT, Inc. (the ?Company?). On December 19, 2021, the Company?s Board of Directors (the ?Board?) approved the suspension of the Company?s dividend reinvestment plans with respect to (i) its Class A Common St

Letter to Stockholders dated December 28, 2021

Exhibit 99.1 December 28, 2021 IMPORTANT NOTICE SUSPENSION OF DIVIDEND REVINVESTMENT PLANS Dear Stockholder: I am writing to provide important information regarding Bluerock Residential Growth REIT, Inc. (the ?Company?). On December 19, 2021, the Company?s Board of Directors (the ?Board?) approved the suspension of the Company?s dividend reinvestment plans with respect to (i) its Class A Common St

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2021 Bluerock Reside

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 Bluerock Residential Growth REIT, Inc.

Agreement and Plan of Merger, dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC and Badger Merger Sub LLC, incorporated by reference to Bluerock Residential Growth REIT Inc.’s Current Report on Form 8-K filed with the SEC on December 21, 2021

Exhibit 2.1 EXECUTION VERSION Agreement and plan of merger by and among BLUEROCK RESIDENTIAL GROWTH REIT, INC., BADGER PARENT LLC, and BADGER MERGER SUB LLC Dated as of December 20, 2021 TABLE OF CONTENTS Page Article I. Definitions Section 1.1 Certain Specified Definitions 2 Section 1.2 Terms Defined Elsewhere 11 Article II. THE DISTRIBUTION AND THE MERGER Section 2.1 The Separation and the Distr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Bluerock Residential Growth REIT To Be Acquired By Affiliates of Blackstone Real Estate In $3.6 Billion Transaction Shareholders to Receive $24.25 in Cash plus Shares of Bluerock Homes Trust, Inc., BRG’s Single Family Rental Business Spin-Off, with a

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT To Be Acquired By Affiliates of Blackstone Real Estate In $3.6 Billion Transaction Shareholders to Receive $24.25 in Cash plus Shares of Bluerock Homes Trust, Inc., BRG?s Single Family Rental Business Spin-Off, with an Estimated NAV of $5.60 New York, NY (December 20, 2021) ? Bluerock Residential Growth REIT, Inc. (NYSE American:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 Bluerock Residential Growth REIT, Inc.

BLUEROCK RESIDENTIAL GROWTH REIT, INC.

Filed pursuant to Rule 424(b)(3) Registration No. 333-224990 SUPPLEMENT NO. 1 DATED NOVEMBER 19, 2021 to Prospectus Supplement dated November 14, 2019 (to Prospectus dated May 23, 2018) BLUEROCK RESIDENTIAL GROWTH REIT, INC. This Supplement No. 1 to Prospectus Supplement, or this Supplement No. 1, supplements our prospectus supplement dated November 14, 2019 as amended by Amendment No. 1 thereto d

[SIGNATURE PAGE FOLLOWS]

November 17, 2021 VIA EDGAR Ms. Stacie Gorman United States Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Bluerock Residential Growth REIT, Inc. Registration Statement on Form S-3, as amended Originally Filed April 20, 2021 File No. 333-255388 Dear Ms. Gorman: Pursuant to Rule 461 promulgated unde

As filed with the Securities and Exchange Commission on November 17, 2021

As filed with the Securities and Exchange Commission on November 17, 2021 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

CONSENT OF INDEPENDENT VALUATION EXPERT

EX-99.1 2 tm2132172d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Bluerock Residential Growth REIT, Inc. (the “Company”) being included or incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-224990), and the related prospec

Table of Contents

Exhibit 99.2 Motif | Fort Lauderdale, FL Wesley Village | Charlotte, NC Bluerock Residential Growth REIT, Inc. Third Quarter 2021 Supplemental Financial Information (Unaudited) Table of Contents Third Quarter Earnings Release 3 Financial and Operating Highlights 18 Share and Unit Information 19 EBITDAre and Interest Information 20 Financial Statistics 21 Recent Acquisitions and Investments 22 Rece

Bluerock Residential Growth REIT Announces Third Quarter 2021 Results - Quarterly Portfolio Lease Rate Growth of 16.5% - - October Portfolio Lease Rate Growth of 17.8% - - Same Store Rental Revenues Increased 7.7% -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Third Quarter 2021 Results - Quarterly Portfolio Lease Rate Growth of 16.5% - - October Portfolio Lease Rate Growth of 17.8% - - Same Store Rental Revenues Increased 7.7% - New York, NY (November 4, 2021) ? Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (?the Company?), an owner of highly amenitized multifam

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporati

Issuer Free Writing Prospectus, dated August 13, 2021F iled Pursuant to Rule 433 Relating to Prospectus Supplement dated November 13, 2019 to Prospectus dated May 23, 2018 Registration No. 333-224990 Series T Redeemable Preferred Stock § 6.15% Annual

Issuer Free Writing Prospectus, dated August 13, 2021F iled Pursuant to Rule 433 Relating to Prospectus Supplement dated November 13, 2019 to Prospectus dated May 23, 2018 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Bluerock Residential Growth REIT Announces Second Quarter 2021 Results - Quarterly Portfolio Lease Rate Growth of 10.3% - - July Portfolio Lease Rate Growth of 15.3% - - Same Store Rental Revenues Increased 6.4% -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Second Quarter 2021 Results - Quarterly Portfolio Lease Rate Growth of 10.3% - - July Portfolio Lease Rate Growth of 15.3% - - Same Store Rental Revenues Increased 6.4% - New York, NY (August 5, 2021) ? Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (?the Company?), an owner of highly amenitized multifamily

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Renewal, dated August 4, 2021, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings, LLC, Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock TRS Holdings, LLC and Bluerock REIT Operator, LLC

Exhibit 10.1 August 4, 2021 ? Via Electronic Mail ? Bluerock Real Estate, L.L.C. 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] ? Bluerock Real Estate Holdings, LLC 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] ? Re: Notice of Renewal of Administrative Se

Table of Contents

Exhibit 99.2 Avenue 25 | Phoenix, AZ Elan | Austin, TX Bluerock Residential Growth REIT, Inc. Second Quarter 2021 Supplemental Financial Information (Unaudited) Table of Contents Second Quarter Earnings Release 3 Financial and Operating Highlights 18 Share and Unit Information 19 EBITDAre and Interest Information 20 Financial Statistics 21 Recent Acquisitions and Investments 22 Recent Dispositions

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

NAREIT June 2021

Exhibit 99.1 NAREIT June 2021 2 Forward - Looking Statements The information in this presentation has been prepared solely for informational purposes by Bluerock Residential Growth REIT, Inc . (?BRG?) and does not constitute an offer to sell or the solicitation of an offer to purchase any securities . This presentation is not, and should not be assumed to be, complete . This presentation has been

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Quarterly Report - FORM 10-Q

Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Bluerock Residential Growth REIT Announces First Quarter 2021 Results - Portfolio Lease Rate Growth of 3.5% - - April Portfolio Lease Rate Growth of 7.7% - - Same Store Average Occupancy Increased 1.2% - - Repurchased 3.6 Million Common Shares -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces First Quarter 2021 Results - Portfolio Lease Rate Growth of 3.5% - - April Portfolio Lease Rate Growth of 7.7% - - Same Store Average Occupancy Increased 1.2% - - Repurchased 3.6 Million Common Shares - New York, NY (May 10, 2021) ? Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (?the Company?), an owner of

Table of Contents

EX-99.2 3 tm2115528d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 1 Bluerock Residential Growth REIT, Inc. First Quarter 2021 Supplemental Financial Information (Unaudited) Table of Contents First Quarter Earnings Release 3 Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial Statistics 20 Recent Investments 21 Recent Dispositions 22 Preferred

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

BLUEROCK RESIDENTIAL GROWTH REIT, INC.

Filed pursuant to Rule 424(b)(3) Registration No. 333-224990 AMENDMENT NO. 1 DATED APRIL 21, 2021 to Prospectus Supplement dated November 14, 2019 (to Prospectus dated May 23, 2018) BLUEROCK RESIDENTIAL GROWTH REIT, INC. This Amendment No. 1 to Prospectus Supplement, or this amendment, amends our prospectus supplement dated November 14, 2019, or prospectus supplement. This amendment should be read

- FORM S-3

As filed with the Securities and Exchange Commission on April 20, 2021 Registration No.

Form of Subordinated Indenture, between Bluerock Residential Growth REIT, Inc. and one or more trustees to be named

Exhibit 4.21 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Indenture 310(a) 7.10 310(b) 7.09; 7.11 310(c) Inapplicable 311(a) 7.14(a) 311(b) 7.14(b) 311(c) Inapplicable 312(a) 5.02(a) 312(b) 5.02(c) 312(c) 5.02(c) 313(a) 5.04(a) 313(b) 5.04(b) 313

Form of Senior Indenture, between Bluerock Residential Growth REIT, Inc. and one or more trustees to be named

Exhibit 4.20 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Senior Debt Securities CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as Amended Indenture 310(a) 7.10 310(b) 7.09; 7.11 310(c) Inapplicable 311(a) 7.14(a) 311(b) 7.14(b) 311(c) Inapplicable 312(a) 5.02(a) 312(b) 5.02(c) 312(c) 5.02(c) 313(a) 5.04(a) 313(b) 5.04(b) 313(c) 5.0

The description of our shares of 6.150% Series T Redeemable Preferred Stock contained in our Form 8-A, filed on April 9, 2021, including any amendments or reports filed for the purpose of updating the description;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 Bluerock Residential Growth REIT, Inc. (Exact name of registrant as specified in its charter) Maryland 26-3136483 (State of incorporation or organization) (I.R.S. Employer Identification No.) 134

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpo

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 09, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

? Exhibit 4(vi) ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? The following description sets forth certain material terms and provisions of the securities of Bluerock Residential Growth REIT, Inc.

Annual Report - FORM 10-K

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

List of Subsidiaries

Exhibit 21.1 ? Bluerock Residential Growth REIT, Inc. List of Subsidiaries 1. Bluerock REIT Holdings, LLC, a Delaware limited liability company 2. Bluerock Residential Holdings, L.P., a Delaware limited partnership 3. BRG FNMA Shelf 1, LLC, a Delaware limited liability company 4. BRG FNMA Shelf 2, LLC, a Delaware limited liability company 5. BRG FNMA Shelf 3, LLC, a Delaware limited liability comp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Bluerock Residential Growth REIT Announces Fourth Quarter 2020 Results - Total Revenues Grew 6.6% YoY - - Same Store Average Occupancy Increased 1.4% - - Collected 97% of Fourth Quarter Rents -

Exhibit 99.2 1 Bluerock Residential Growth REIT, Inc. Fourth Quarter 2020 Supplemental Financial Information (Unaudited) Table of Contents Fourth Quarter Earnings Release 3 Financial and Operating Highlights 20 Share and Unit Information 21 EBITDAre and Interest Information 22 Financial Statistics 23 Recent Acquisitions and Investments 24 Recent Dispositions 25 Preferred Equity Investments, Notes

Regulation FD Disclosure, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Bluerock Residential Growth REIT Announces Fourth Quarter 2020 Results - Total Revenues Grew 6.6% YoY - - Same Store Average Occupancy Increased 1.4% - - Collected 97% of Fourth Quarter Rents -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Fourth Quarter 2020 Results - Total Revenues Grew 6.6% YoY - - Same Store Average Occupancy Increased 1.4% - - Collected 97% of Fourth Quarter Rents - New York, NY (February 11, 2021) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Bluerock Residential Growth REIT Inc. Title of Class of Securities: REIT CUSIP Number: 09627J102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule i

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bluerock Residential Growth REIT Inc (Name of Issuer) REIT (Title of Class of Securities) 09627J102 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

Regulation FD Disclosure - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

January 2021

Exhibit 99.1 January 2021 2 Forward - Looking Statements The information in this presentation has been prepared solely for informational purposes by Bluerock Residential Growth REIT, Inc . (“BRG”) and does not constitute an offer to sell or the solicitation of an offer to purchase any securities . This presentation is not, and should not be assumed to be, complete . This presentation has been prep

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 1, 2021 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporati

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

Bluerock Residential Growth REIT Announces Third Quarter 2020 Results - Total Revenues Grew 1.9% YoY - - Same Store Occupancy Increased 1.1% - - Same Store Average Rent Increased 0.4% YoY - - Collected 97% of Third Quarter Rents Including Payment Pla

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Third Quarter 2020 Results - Total Revenues Grew 1.9% YoY - - Same Store Occupancy Increased 1.1% - - Same Store Average Rent Increased 0.4% YoY - - Collected 97% of Third Quarter Rents Including Payment Plans - New York, NY (November 5, 2020) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”),

Table of Contents

Exhibit 99.2 1 Bluerock Residential Growth REIT, Inc. Third Quarter 2020 Supplemental Financial Information (Unaudited) Table of Contents Third Quarter Earnings Release 3 Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial Statistics 20 Recent Acquisitions and Investments 21 Recent Dispositions 22 Investments in Unconsolidated Real Est

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Regulation FD Disclosure, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

CONSENT OF INDEPENDENT VALUATION EXPERT

EX-99.1 2 tm2034988d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Bluerock Residential Growth REIT, Inc. (the “Company”) being included or incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-224990), and the related prospec

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

Submission of Matters to a Vote of Security Holders - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpor

- FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUEROCK RESIDENTIAL GROWTH REIT, INC. (Exact name of registrant as specified in its charter) Maryland 26-3136483 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1345 Avenue of the Americas 32nd Floor New York,

Bluerock Residential Growth REIT, Inc. Fourth Amended and Restated 2014 Equity Incentive Plan for Entities

Exhibit 10.2 BLUEROCK RESIDENTIAL GROWTH REIT, INC. FOURTH AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN FOR ENTITIES Effective September 8, 2020 Article I DEFINITIONS 1.01. Affiliate “Affiliate” means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the first entity (including, but not limited to

Bluerock Residential Growth REIT, Inc. Fourth Amended and Restated 2014 Equity Incentive Plan for Individuals

Exhibit 10.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. FOURTH AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN FOR INDIVIDUALS Effective September 8, 2020 Article I DEFINITIONS 1.01. Affiliate “Affiliate” means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the first entity (including, but not limited

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporati

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Table of Contents

EX-99.2 3 tm2026983d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 1 Bluerock Residential Growth REIT, Inc. Second Quarter 2020 Supplemental Financial Information (Unaudited) Table of Contents Second Quarter Earnings Release 3 Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial Statistics 20 Recent Acquisitions and Investments 21 Recent Disposi

Notice of Renewal, dated August 4, 2020, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings, LLC, Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock TRS Holdings, LLC and Bluerock REIT Operator, LLC

Exhibit 10.1 August 4, 2020 Via Electronic Mail and First Class Mail Bluerock Real Estate, L.L.C. 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] Bluerock Real Estate Holdings, LLC 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] Re: Notice of Renewal of Admi

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporati

Bluerock Residential Growth REIT Announces Second Quarter 2020 Results - Total Revenues Grew 1.1% YoY - - Same Store Occupancy Increased 0.9% - - Same Store Average Rent Increased 1.6% YoY - - Collected 97% of Second Quarter Rents Including Payment P

EX-99.1 2 tm2026983d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Second Quarter 2020 Results - Total Revenues Grew 1.1% YoY - - Same Store Occupancy Increased 0.9% - - Same Store Average Rent Increased 1.6% YoY - - Collected 97% of Second Quarter Rents Including Payment Plans - New York, NY (August 10, 2020) – Bluerock Residential Growth RE

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

FWP

BLUEROCKRESIDENTIAL.COM Issuer Free Writing Prospectus, dated July 13, 2020 Filed Pursuant to Rule 433 Relating to Prospectus Supplement dated November 13, 2019 to Prospectus dated May 23, 2018 Registration No. 333 - 224990 Included in the Russell 2000 & 3000 Indexes Securities offered through . Member FINRA and SIPC. Investment Advisory Services offered through an SEC Registered Investment Advise

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

1 NAREIT June 2020

Exhibit 99.1 1 NAREIT June 2020 2 Forward - Looking Statements The information in this presentation has been prepared solely for informational purposes by Bluerock Residential Growth REIT, Inc . (“BRG”) and does not constitute an offer to sell or the solicitation of an offer to purchase any securities . This presentation is not, and should not be assumed to be, complete . This presentation has bee

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Bluerock Residential Growth REIT Announces First Quarter 2020 Results - Total Revenues Grew 9% YoY - - Same Store Revenues Grew 3.1% YoY - - Collected 97% of April and 92% of May Rents Including Payment Plans -

EX-99.1 2 tm2019116d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces First Quarter 2020 Results - Total Revenues Grew 9% YoY - - Same Store Revenues Grew 3.1% YoY - - Collected 97% of April and 92% of May Rents Including Payment Plans - New York, NY (May 11, 2020) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Table of Contents

Exhibit 99.2 1 Bluerock Residential Growth REIT, Inc. First Quarter 2020 Supplemental Financial Information (Unaudited) Table of Contents First Quarter Earnings Release 3 Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial Statistics 20 Recent Acquisitions and Investments 21 Recent Dispositions 22 Investments in Unconsolidated Real Est

Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Amended and Restated Credit Agreement by and among Bluerock Residential Holdings, L.P. as Parent Borrower, certain subsidiaries thereof from time to time party thereto, Bluerock Residential Growth REIT, Inc. as Guarantor, KeyBank National Association, and the other lenders party thereto, dated as of March 6, 2020, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2020

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 6, 2020 by and among Bluerock residential holdings, L.P., AS Parent BORROWER, Bluerock residential GROWTH REIT, INC., AS REIT GUARANTOR, CERTAIN SUBSIDIARIES OF THE parent BORROWER FROM TIME TO TIME PARTY HERETO, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME

$50,000,000 Note by Bluerock Residential Holdings, L.P. to and for the benefit of Truist Bank, dated as of March 6, 2020

EX-10.4 4 tm2012468d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 NOTE $50,000,000.00 March 6, 2020 FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay, without offset or counterclaim, to TRUIST BANK (“Payee”), or order, in accordance with the terms of that certain Amended and Restated Credit Agreement, dated as of March 6, 2020, as from time to time in effect, among BLUEROCK RESIDENTIAL

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

$50,000,000 Second Amended and Restated Note by Bluerock Residential Holdings, L.P. to and for the benefit of KeyBank National Association, dated as of March 6, 2020

Exhibit 10.3 THIS SECOND AMENDED AND RESTATED NOTE AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN AMENDED AND RESTATED NOTE DATED December 21, 2017 MADE BY BLUEROCK RESIDENTIAL HOLDINGS, L.P. IN FAVOR OF KEYBANK NATIONAL ASSOCIATION IN THE ORIGINAL PRINCIPAL AMOUNT OF $32,500,000.00 (the “existing note”) SECOND AMENDED AND RESTATED NOTE $50,000,000.00 March 6, 2020 FOR VALUE RECEIVED, the unders

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4(vi) DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of the securities of Bluerock Residential Growth REIT, Inc.

Annual Report - FORM 10-K

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from             to             Commis

List of Subsidiaries

Exhibit 21.1 Bluerock Residential Growth REIT, Inc. List of Subsidiaries 1. Bluerock REIT Holdings, LLC, a Delaware limited liability company 2. Bluerock Residential Holdings, L.P., a Delaware limited partnership 3. BRG FNMA Shelf 1, LLC, a Delaware limited liability company 4. BRG FNMA Shelf 2, LLC, a Delaware limited liability company 5. BRG FNMA Shelf 3, LLC, a Delaware limited liability compan

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 18, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Bluerock Residential Growth REIT Announces Fourth Quarter 2019 Results - Total Fourth Quarter Revenues Grew 5.0% to $52.5 Million - - Full Year 2019 Same Store Revenue Grew 4.8% -

EX-99.2 3 tm207763d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Bluerock Residential Growth REIT, Inc. Fourth Quarter 2019 Supplemental Financial Information (Unaudited) Table of Contents Fourth Quarter Earnings Release 3 Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial Statistics 20 Recent Acquisitions and Investments 21 Recent Dispositio

Bluerock Residential Growth REIT Announces Fourth Quarter 2019 Results - Total Fourth Quarter Revenues Grew 5.0% to $52.5 Million - - Full Year 2019 Same Store Revenue Grew 4.8% -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Fourth Quarter 2019 Results - Total Fourth Quarter Revenues Grew 5.0% to $52.5 Million - - Full Year 2019 Same Store Revenue Grew 4.8% - New York, NY (February 13, 2020) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multi-family apartment communities, announc

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

BRG / Bluerock Residential Growth REIT, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Bluerock Residential Growth REIT Inc Title of Class of Securities: REIT CUSIP Number: 09627J102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 1, 2020 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporati

Bluerock Residential Growth REIT Announces Share Repurchase Plans

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Share Repurchase Plans New York, NY (December 30, 2019) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (the “Company”), an owner of highly amenitized multi-family communities, announced today that its Board of Directors has authorized plans for the repurchase of an aggregate of up to $50.0 million of its o

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Amendment No. 1 to Amended and Restated At Market Issuance Sales Agreement between and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, JMP Securities LLC, Compass Point Research and Trading, LLC and Morgan Stanley & Co. LLC, dated December 18, 2019

Exhibit 1.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED AT MARKET ISSUANCE SALES AGREEMENT December 18, 2019 B. Riley FBR, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Robert W. Baird & Co. Incorporated 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 JMP Securities LLC 600 Montgomery Street, Suite 1100 San Francisco, California 94111 Compass Point Research and Trading, LLC 1055 Thomas Jeffer

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $100,000,000 of Class A Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-224990 AMENDMENT NO. 2 DATED DECEMBER 18, 2019 to Prospectus Supplement dated September 13, 2019 (to Prospectus dated May 23, 2018) BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $100,000,000 of Class A Common Stock This Amendment No. 2 to Prospectus Supplement, or this amendment, amends our prospectus supplement dated Septemb

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $100,000,000 of Class A Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-224990 AMENDMENT NO. 1 DATED NOVEMBER 20, 2019 to Prospectus Supplement dated September 13, 2019 (to Prospectus dated May 23, 2018) BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $100,000,000 of Class A Common Stock This Amendment No. 1 to Prospectus Supplement, or this amendment, amends our prospectus supplement dated Septemb

Amended and Restated At Market Issuance Sales Agreement between and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, JMP Securities LLC, and Compass Point Research and Trading, LLC, dated November 20, 2019

Exhibit 1.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock (par value $0.01 per share) Amended and Restated At Market Issuance Sales Agreement November 20, 2019 B. Riley FBR, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Robert W. Baird & Co. Incorporated 777 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 JMP Securities LLC 600 Montgomery Street, Suite 1100 San Francisco, Califo

Articles Supplementary of the Company, dated November 13, 2019, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 19, 2019

Exhibit 3.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. ARTICLES SUPPLEMENTARY Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Article V of the charter of the Corporation (the “Charter”) and Section 2-105 of the Maryland General Corporation Law, th

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Dealer Manager Agreement by and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P. and Bluerock Capital Markets, LLC, dated November 13, 2019, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2019

Exhibit 10.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to 20,000,000 Shares of Series T Redeemable Preferred Stock, par value $.01 per share DEALER MANAGER AGREEMENT November 13, 2019 Bluerock Capital Markets, LLC 4100 Newport Place, Suite 720 Newport Beach, California 92660 Ladies and Gentlemen: Bluerock Residential Growth REIT, Inc. a Maryland corporation (the “Company”), has proposed to offer f

Twelfth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 19, 2019, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 19, 2019

Exhibit 10.2 TWELFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF NEW SERIES T REDEEMABLE PREFERRED UNITS November 19, 2019 Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended, (the “Partnership Agreement”)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Series T Redeemable Preferred Stock Maximum of 20,000,000 Shares in Primary Offering Maximum of 12,000,000 Shares Pursuant to Dividend Reinvestment Plan (Liquidation Preference $25.00 per share of Series T Redee

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-224990 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2018) BLUEROCK RESIDENTIAL GROWTH REIT, INC. Series T Redeemable Preferred Stock Maximum of 20,000,000 Shares in Primary Offering Maximum of 12,000,000 Shares Pursuant to Dividend Reinvestment Plan (Liquidation Preference $25.00 per share of Series T Redeemable Prefer

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

BRG / Bluerock Residential Growth REIT, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36369 BLUER

CONSENT OF INDEPENDENT VALUATION EXPERT

EX-99.1 2 tm1921616d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Bluerock Residential Growth REIT, Inc. (the “Company”) being included or incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-224990) and the related prospect

Current Report

8-K 1 tm1921616d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or

Table of Contents

Exhibit 99.2 Bluerock Residential Growth REIT, Inc. Third Quarter 2019 Supplemental Financial Information (Unaudited) Table of Contents Third Quarter Earnings Release 3 Financial and Operating Highlights 16 Share and Unit Information 17 EBITDAre and Interest Information 18 Financial Statistics 19 Recent Acquisitions and Investments 20 Recent Dispositions 21 Investments in Unconsolidated Real Estat

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

Bluerock Residential Growth REIT Announces Third Quarter 2019 Results - Total Revenues Grew 11.8% to $53.5 Million - - Same Store Revenue Grew 4.3% YoY -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Third Quarter 2019 Results - Total Revenues Grew 11.8% to $53.5 Million - - Same Store Revenue Grew 4.3% YoY - New York, NY (November 5, 2019) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multi-family apartment communities, announced today its financial resu

Articles of Amendment to the Second Articles of Amendment and Restatement of the Company, dated October 28, 2019, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 31, 2019

Exhibit 3.1 BLUEROCK RESIDENTIAL GROWTH REIT, Inc. ARTICLES OF AMENDMENT Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Corporation”), does hereby certify to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting existing Section 2(g) of the Articles Supplementary, dated February 2

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

Subject to Completion, dated October 16, 2019

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-224990 This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not solicitin

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpor

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $100,000,000 of Class A Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-224990 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2018) BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $100,000,000 of Class A Common Stock This prospectus supplement relates to the issuance and sale of our Class A common stock, par value $0.01 per share, having an aggregate offering price of up to $100,000,000, from t

At Market Issuance Sales Agreement between and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., and B. Riley FBR, Inc., dated September 13, 2019

Exhibit 1.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement September 13, 2019 B. Riley FBR, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), together with Bluerock Residential Holdings, L.P., a Delaware limited partners

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpor

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Amended and Restated Code of Business Conduct and Ethics, effective August 2, 2019, incorporated by reference to Exhibit 14.1 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2019

Exhibit 14.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. AMENDED AND RESTATED CODE OF BUSINESS CONDUCT AND ETHICS Effective August 2, 2019 I. PUTTING THIS AMENDED AND RESTATED CODE OF BUSINESS CONDUCT AND ETHICS TO WORK About this Amended and Restated Code of Business Conduct and Ethics We at Bluerock Residential Growth REIT, Inc. (the “Company”) are committed to the highest standards of business condu

BRG / Bluerock Residential Growth REIT, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36369 BLUEROCK R

Notice of Renewal, dated August 2, 2019, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings, LLC, Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock TRS Holdings, LLC and Bluerock REIT Operator, LLC, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on August 7, 2019

Exhibit 10.9 August 2, 2019 Via Electronic Mail and First Class Mail Bluerock Real Estate, L.L.C. 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] Bluerock Real Estate Holdings, LLC 1345 Avenue of the Americas, 32nd Floor New York, New York 10105 Attention: Michael Konig Email: [email protected] Re: Notice of Renewal of Admi

Bluerock Residential Growth REIT Announces Second Quarter 2019 Results - Total Revenues Grew 16.6% to $52.4 Million - - Increases Midpoint of Full Year 2019 CFFO Guidance -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Second Quarter 2019 Results - Total Revenues Grew 16.6% to $52.4 Million - - Increases Midpoint of Full Year 2019 CFFO Guidance - New York, NY (August 6, 2019) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multi-family apartment communities, announced today i

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

Table of Contents

EX-99.2 3 tv526672ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Bluerock Residential Growth REIT, Inc. Second Quarter 2019 Supplemental Financial Information (Unaudited) Table of Contents Second Quarter Earnings Release 3 Financial and Operating Highlights 16 Share and Unit Information 17 EBITDAre and Interest Information 18 Financial Statistics 19 Recent Acquisitions and Investments 20 Recent Dispositions

BRG / Bluerock Residential Growth REIT, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Second Amendment to Purchase and Sale Agreement, dated as of July 15, 2019, by and among BR Carroll Keller Crossing, LLC, BR-TBR Lake Boone NC Owner, LLC, Tribridge Co-Invest 29 Lake Boone Owner, LLC, LB One Leigh House Owner, LLC, Coyote Leigh House Capital Owner, LLC, TBR LHP TIC, LLC, BR Preston View LLC and KRE Topaz Portfolio Investor, LLC

Exhibit 10.1 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 15th day of July, 2019 (the “Effective Date”), by and among BR CARROLL KELLER CROSSING, LLC, a Delaware limited liability company (“Sovereign Seller”), BR-TBR LAKE BOONE NC OWNER, LLC, a Delaware limited liability company (“BR-TBR TIC”), TriBridge C

BRG / Bluerock Residential Growth REIT, Inc. PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Purchase and Sale Agreement, between BR World Gateway, LLC and KRE Topaz Portfolio Investor LLC, dated June 17, 2019

Exhibit 10.3 PURCHASE AND SALE AGREEMENT between BR WORLD GATEWAY, LLC, as Seller and KRE TOPAZ PORTFOLIO INVESTOR LLC, as Purchaser Dated as of June 17, 2019 Topaz Portfolio – ARIUM Palms Sale TABLE OF CONTENTS Page Article 1 DEFINITIONS 4 SECTION 1.1 Defined Terms 4 Article 2 SALE, PURCHASE PRICE AND CLOSING 13 SECTION 2.1 Sale of Property 13 SECTION 2.2 Purchase Price 15 SECTION 2.3 Closing Pro

Purchase and Sale Agreement, between BR Carroll Phillips Creek Ranch, LLC and Carter-Haston Holdings, L.L.C, dated June 17, 2019

Exhibit 10.1 PURCHASE AND SALE AGREEMENT between BR CARROLL PHILLIPS CREEK RANCH, LLC, as Seller and CARTER-HASTON HOLDINGS, L.L.C., as Purchaser Dated as of June 17, 2019 Topaz Portfolio – Sorrel Phillips Creek Ranch TABLE OF CONTENTS Page Article 1 DEFINITIONS 4 SECTION 1.1 Defined Terms 4 Article 2 SALE, PURCHASE PRICE AND CLOSING 13 SECTION 2.1 Sale of Property. 13 SECTION 2.2 Purchase Price.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Purchase and Sale Agreement, between each of BR Carroll Keller Crossing, LLC, BR-TBR Lake Boone NC Owner, LLC and BR Preston View, LLC, and KRE Topaz Portfolio Investor LLC, dated June 17, 2019

Exhibit 10.5 PURCHASE AND SALE AGREEMENT between Each of BR CARROLL KELLER CROSSING, LLC, BR-TBR LAKE BOONE NC OWNER, LLC, and BR PRESTON VIEW, LLC, as Sellers and KRE TOPAZ PORTFOLIO INVESTOR LLC, as Purchaser Dated as of June 17, 2019 Topaz Portfolio – Three-Property Sale 1 TABLE OF CONTENTS Page Article 1 DEFINITIONS 7 SECTION 1.1 Defined Terms 7 Article 2 SALE, PURCHASE PRICE AND CLOSING 19 SE

First Amendment to Purchase and Sale Agreement, between BR Carroll Phillips Creek Ranch, LLC and Carter-Haston Holdings, L.L.C, dated June 17, 2019

Exhibit 10.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 17th day of June, 2019 (the “Effective Date”), by and between BR CARROLL PHILLIPS CREEK RANCH, LLC, a Delaware limited liability company (“Seller”), and CARTER-HASTON HOLDINGS, L.L.C., a Delaware limited liability company (“Purchaser”). RECITALS A. Se

First Amendment to Purchase and Sale Agreement, between BR World Gateway, LLC and KRE Topaz Portfolio Investor, LLC, dated June 17, 2019

Exhibit 10.4 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 17th day of June, 2019 (the “Effective Date”), by and between BR WORLD GATEWAY, LLC, a Delaware limited liability company (“Seller”), and KRE TOPAZ PORTFOLIO INVESTOR LLC, a Delaware limited liability company (“Purchaser”). RECITALS A. Seller and Purc

First Amendment to Purchase and Sale Agreement, between each of BR Carroll Keller Crossing, LLC, BR-TBR Lake Boone NC Owner, LLC and BR Preston View, LLC, and KRE Topaz Portfolio Investor LLC, dated June 17, 2019

Exhibit 10.6 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 17th day of June, 2019 (the “Effective Date”), by and among BR CARROLL KELLER CROSSING, LLC, a Delaware limited liability company (“Sovereign Seller”), BR-TBR LAKE BOONE NC OWNER, LLC, a Delaware limited liability company (“Leigh House Seller”), and B

NAREIT – June 2019

Exhibit 99.1 NAREIT – June 2019 Forward - Looking Statements The information in this presentation has been prepared solely for informational purposes by Bluerock Residential Growth REIT, Inc . (“BRG”) and does not constitute an offer to sell or the solicitation of an offer to purchase any securities . This presentation is not, and should not be assumed to be, complete . This presentation has been

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation o

BRG / Bluerock Residential Growth REIT, Inc. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36369 BLUEROCK

Schedule of Transactions in Shares

EX-99.1 Exhibit 99.1 Schedule of Transactions in Shares Date of Transaction Title of Class Number of Shares Acquired Number of Shares Disposed Price Per Share 3/19/2019 Class A Common Stock, $0.01 par value 9,444 10.8605 3/20/2019 Class A Common Stock, $0.01 par value 14,239 10.8549 3/21/2019 Class A Common Stock, $0.01 par value 30,000 10.8175 3/26/2019 Class A Common Stock, $0.01 par value 5,000

BRG / Bluerock Residential Growth REIT, Inc. / Harbert Special Opportunity Fund, Lp - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation o

Bluerock Residential Growth REIT Announces First Quarter 2019 Results - Total Revenues Grew 23% YoY - - Same Store Revenues Grew 5.8% YoY -

EX-99.1 2 tv520649ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces First Quarter 2019 Results - Total Revenues Grew 23% YoY - - Same Store Revenues Grew 5.8% YoY - New York, NY (May 7, 2019) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communities, announced to

Table of Contents

EX-99.2 3 tv520649ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Bluerock Residential Growth REIT, Inc. First Quarter 2019 Supplemental Financial Information (Unaudited) Table of Contents First Quarter Earnings Release 3 Financial and Operating Highlights 15 Share and Unit Information 16 EBITDAre and Interest Information 17 Financial Statistics 18 Recent Investments 19 Recent Dispositions 20 Investments in

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2019 (March 11, 2019) Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland (State or other urisdiction of incorporation o

Employment Agreement, dated as of November 5, 2018, by and between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock REIT Operator, LLC, and Michael DiFranco, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2019

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “Operating Partnership”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delawa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporation

BRG / Bluerock Residential Growth REIT, Inc. / Harbert Special Opportunity Fund, Lp - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Bluerock Common Shares Have Underperformed Core Market-Focused Apartment REITs and Secondary Market-Focused Apartment REITs 4,5,6

EX-99.1 Exhibit 99.1 Letter to the CEO of Bluerock Residential Growth REIT, Inc. dated March 18, 2019. Harbert Special Opportunity Fund, LP 2100 3rd Avenue North, Suite 600 Birmingham, Alabama 35203 t. 205-987-5500 / f. 205-987-5568 www.harbert.net Via Electronic Mail March 18, 2019 Mr. Ramin Kamfar President, Chief Executive Officer and Chairman of the Board of Trustees Bluerock Residential Growt

Schedule of Transactions in Shares

EX-99.2 Exhibit 99.2 Schedule of Transactions in Shares Date of Transaction Title of Class Number of Shares Acquired Number of Shares Disposed Price Per Share 11/20/2018 Class A Common Stock, $0.01 par value 20,000 8.5009 11/20/2018 Class A Common Stock, $0.01 par value 20,000 8.3709 11/20/2018 Class A Common Stock, $0.01 par value 15,000 8.5862 2/25/2019 Class A Common Stock, $0.01 par value 10,0

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

FWP

Issuer Free Writing Prospectus, dated March 14, 2019 Filed Pursuant to Rule 433 Relating to Prospectus Supplement dated November 16, 2018 to Prospectus dated May 23, 2018 Registration No.

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporatio

16.1 Letter from BDO, LLP to the Securities and Exchange Commission dated March 13, 2019

Exhibit 16.1 March 13, 2019 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on March 11, 2019, to be filed by our former client, the Bluerock Residential Growth REIT, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. V

BRG / Bluerock Residential Growth REIT, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36369 BLUEROCK RESID

February 2019

Exhibit 99.1 February 2019 Forward - Looking Statements The information in this presentation has been prepared solely for informational purposes by Bluerock Residential Growth REIT, Inc . (“BRG”) and does not constitute an offer to sell or the solicitation of an offer to purchase any securities . This presentation is not, and should not be assumed to be, complete . This presentation has been prepa

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

List of Subsidiaries

Exhibit 21.1 Bluerock Residential Growth REIT, Inc. List of Subsidiaries 1. Bluerock REIT Holdings, LLC, a Delaware limited liability company 2. Bluerock Residential Holdings, L.P., a Delaware limited partnership 3. Waypoint Enders Owner, LLC, a Delaware limited liability company 4. Waypoint Bluerock Enders JV, LLC, a Delaware limited liability company 5. BR Enders Managing Member, LLC, a Delaware

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Bluerock Residential Growth REIT Announces Fourth Quarter 2018 Results - Total Revenues Grew 37% YoY to $50.0 Million - - Same Store Revenue Growth of 5.5% YoY -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Fourth Quarter 2018 Results - Total Revenues Grew 37% YoY to $50.0 Million - - Same Store Revenue Growth of 5.5% YoY - New York, NY (February 14, 2019) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communities, announced today its financ

Table of Contents

EX-99.2 3 tv513436ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Bluerock Residential Growth REIT, Inc. Fourth Quarter 2018 Supplemental Financial Information (Unaudited) Table of Contents Fourth Quarter Earnings Release 3 Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial Statistics 20 Recent Acquisitions and Investments 21 Investments in Unco

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

BRG / Bluerock Residential Growth REIT, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G 1 bluerockresidentialgrowthrei.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Bluerock Residential Growth REIT Inc Title of Class of Securities: REIT CUSIP Number: 09627J102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2019 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporati

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2018 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

Bluerock Residential Growth REIT Announces 10b5-1 Share Repurchase Plan

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces 10b5-1 Share Repurchase Plan New York, NY (December 26, 2018) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (the “Company”), an owner of highly amenitized multi-family communities, announced today that its Board of Directors has authorized a new plan for the repurchase of up to $5.0 million of its outstan

BRG / Bluerock Residential Growth REIT, Inc. FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUEROCK RESIDENTIAL GROWTH REIT, INC. (Exact name of registrant as specified in its charter) Maryland 26-3136483 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 712 Fifth Avenue 9th Floor New York, New York 100

FWP

Articles Supplementary of the Company, dated November 16, 2018, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 19, 2018

Exhibit 3.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. ARTICLES SUPPLEMENTARY Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Article V of the charter of the Corporation (the “Charter”) and Section 2-105 of the Maryland General Corporation Law, th

Warrant Agreement by and between Bluerock Residential Growth REIT, Inc., Computershare Inc. and Computershare Trust Company N.A., dated November 16, 2018, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 19, 2018

Exhibit 10.2 Bluerock Residential Growth REIT, Inc. and Computershare Inc. and Computershare Trust Company, N.A. as Warrant Agent Warrant Agreement Dated as of November 16, 2018 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Warrant Agent 3 Section 3. Issuance and Form of Global Warrant Certificate 3 Section 4. [RESERVED] 3 Section 5. Transfer and Exchange of War

Dealer Manager Agreement by and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P. and Bluerock Capital Markets, LLC, dated November 16, 2018

Exhibit 10.1 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to 500,000 Units, consisting of 500,000 Shares of Series B Redeemable Preferred Stock, par value $.01 per share, and Warrants to Purchase 10,000,000 shares of Class A Common Stock DEALER MANAGER AGREEMENT November 16, 2018 Bluerock Capital Markets, LLC 4100 Newport Place, Suite 720 Newport Beach, California 92660 Ladies and Gentlemen: Bluerock

Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 16, 2018, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 19, 2018

Exhibit 10.3 ELEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF ADDITIONAL SERIES B REDEEMABLE PREFERRED UNITS NOVEMBER 16, 2018 Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the “Partnership Agreement”), the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2018 (November 16, 2018) Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other juris

CONSENT OF INDEPENDENT VALUATION EXPERT

Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION EXPERT We hereby consent to the reference to our name and description of our role in the valuation process of Bluerock Residential Growth REIT, Inc. (the “Company”) being included or incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-224990) and the related prospectus, included therein, by being filed on a Cur

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2018 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorpora

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Bluerock Capital Markets, LLC as Dealer Manager Prospectus Supplement Dated November 16, 2018 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS PROSPECT

Filed Pursuant to Rule 424(b)(5) Registration No. 333-224990 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2018) BLUEROCK RESIDENTIAL GROWTH REIT, INC. Maximum of 500,000 Units consisting of 500,000 Shares of Series B Redeemable Preferred Stock and Warrants to Purchase 10,000,000 Shares of Class A Common Stock (Liquidation Preference $1,000 per share of Series B Redeemable Preferred Stock (su

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2018 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

BRG / Bluerock Residential Growth REIT, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36369 BLUER

Bluerock Residential Growth REIT Announces Third Quarter 2018 Results - Total Revenues Grew 59% YoY to $47.9 Million - - Industry-Leading Same Store Revenue Growth of 4.8% YoY -

Exhibit 99.1 For Immediate Release Bluerock Residential Growth REIT Announces Third Quarter 2018 Results - Total Revenues Grew 59% YoY to $47.9 Million - - Industry-Leading Same Store Revenue Growth of 4.8% YoY - New York, NY (November 5, 2018) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communities, announced t

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2018 Bluerock Residential Growth REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36369 26-3136483 (State or other jurisdiction of incorporat

Table of Contents

Exhibit 99.2 Park & Kingston | Charlotte, NC The Preserve at Henderson Beach | Destin, FL Veranda at Centerfield | Houston, TX 1 Bluerock Residential Growth REIT, Inc. Third Quarter 2018 Supplemental Financial Information (Unaudited) Table of Contents Third Quarter Earnings Release 3 Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial

Schedule of Transactions in Shares Date of Transaction Title of Class Number of Shares Acquired Number of Shares Disposed Price Per Share 8/31/2018 Class A Common Stock 14,310 9.7854 9/4/2018 Class A Common Stock 19,335 9.7493 9/5/2018 Class A Common

EX-99.B Exhibit B Schedule of Transactions in Shares Date of Transaction Title of Class Number of Shares Acquired Number of Shares Disposed Price Per Share 8/31/2018 Class A Common Stock 14,310 9.7854 9/4/2018 Class A Common Stock 19,335 9.7493 9/5/2018 Class A Common Stock 2,800 9.7979 9/6/2018 Class A Common Stock 2,300 9.7910 9/7/2018 Class A Common Stock 12,490 9.7581 9/14/2018 Class A Common

October 29, 2018

EX-99.A Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, dated October 29, 2018, relating to the Class A Common Stock of Bluerock Residential Growth Reit, Inc. shall be filed on behalf of the undersigned. October 29, 2018 (Date) Harbert Special Opportunity Fund, LP By: Harbert Special Opportunity Fund GP, LLC, its General Partner By: Harbert Management Corporation, its Managing Me

BRG / Bluerock Residential Growth REIT, Inc. / Harbert Special Opportunity Fund, Lp - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Subject to Completion, dated October 26, 2018 BLUEROCK RESIDENTIAL GROWTH REIT, INC. Bluerock Capital Markets, LLC as Dealer Manager Prospectus Supplement Dated October , 2018 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT CAUTIONARY STATEMENT RE

This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this prospectus supplement is not complete and may be changed.