Included in both theRussell 2000 & 3000 Indexes

The security investment described herein relates solely to BRG’s Series B Preferred Stock and Warrants, non-traded securities of BRG which have not been listed on any national exchange. The risks and rewards of investing in the Series B Preferred Stock and Warrants are separate and distinct from an investment in BRG’s common stock listed on the NYSE American. This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by the prospectus. This sales and advertising literature must be read in conjunction with the prospectus in order to understand fully all of the implications and risks of the offering of securities to which it relates. A copy of the prospectus must be made available to you in connection with this offering. Neither the Attorney-General of the State of New York nor any other State regulators have passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful.

Bluerock Residential Growth REIT Inc., a Real Estate Investment Trust (REIT) whose common stock is listed on the New York Stock Exchange (NYSE American: BRG), is offering its series B Redeemable Preferred Stock with the following features and benefits:

6% Annual Dividend Paid Monthly*

Senior Position to Common Stock

Liquidity Shareholder Options**

* Dividends have been paid on our Class A common stock since May 5, 2014 through the quarter ended September 30, 2018. Through December 31, 2017, such dividends have been declared and paid on a monthly basis at a quarterly rate of $0.29 per share. Effective January 1, 2018, the common stock dividend was reduced to a quarterly rate of $0.1625 per share. From May 5, 2014 through September 30, 2018, we have paid total common stock dividends, including dividends reinvested through our dividend reinvestment plan, of $90,708,972, of which on a cumulative basis, approximately 11% were paid from sources other than cash flows from operations, including from the proceeds of our equity offerings. In addition, the Company has issued Series A preferred stock, Series B Redeemable Preferred Stock, Series C preferred stock and Series D preferred stock. The Series A preferred stock carries an 8.25% stated dividend rate, the Series B Redeemable Preferred Stock carries a 6.00% stated dividend rate, the Series C preferred stock carries a 7.625% stated dividend rate and the Series D preferred stock carries a 7.125% stated dividend rate. From May 5, 2014 through September 30, 2018, we have paid total preferred stock dividends of $61,292,436, all of which were paid from cash flows from operations. We make no guarantee that we will make distributions.

** Under Maryland law, redemption may be prohibited if BRG is insolvent. If we experience significant liquidity problems, we may not be able to fulfill our obligation to redeem Series B preferred stock when submitted for redemption. Redemptions may be paid in cash or in equal value of shares of the Company’s Class A Common Stock at the discretion of the Company. Holder’s estate may redeem for Stated Value if holder dies during first two years following date of issuance. Redemption price includes an amount equal to any accrued but unpaid dividends.

Offering Type: One unit = 1 share of Series B Redeemable Preferred Stock plus 1 Warrant exercisable for 20 shares of Class A Common Stock

Offering Size: $500,000,000 maximum

Price per Unit: Brokerage Accounts : $1,000*** | Advisory Accounts /RIA: $930***Minimum investment of $5,000 (e.g. 5 units) then $1,000 increments***Client account statements reflect $1,000 Stated Value.

Series B Redeemable Preferred Stock & Warrants

2

Equity Appreciation Potential with Included BRG Warrant

Investor-Focused Fee Structure Full Investment (Stated Value) on ClientStatement & Full Elimination ofAcquisition and Ongoing Real Estate Fees

There can be no assurance that any investment strategy will achieve its objectives, generate profits or avoid losses.

Exercisability: Commencing 1 year following and ending 4 years from date of issuance

Conversion Ratio: 20 shares per Warrant

Strike Price: Per Share, 120% of the price of BRG Class A common stock at time of issuance (based on 20 prior tracking days volume weighted average price, subject to a minimum strike price of $10.00 per share)

Transferability: Detachable and fully transferable

Common Stock Warrant Terms

Dividend: Paid Monthly*Brokerage Accounts: 6.00% annualized dividend; ($1,000 Unit price) Advisory Accounts/RIA: 6.45% annualized dividend ($930 Unit price)

Stated Value: $1,000 per share

Shareholder Redemption Option as follows:**

• Upon issuance, for Stated Value, less a 13% redemption fee (Redemption at par upon death); • After 1 year, for Stated Value, less a 10% redemption fee; • After 3 years, for Stated Value, less a 5% redemption fee; • After 4 years, for Stated Value, less a 3% redemption fee; and • After 5 years, for Stated Value.

Company Redemption Option: After 2 years, BRG may redeem for Stated Value

Series B Redeemable Preferred Stock

Offering Summary

3.00%

2.00%

1.00%

0.00%

1.60% 1.70%

2.71%

2.00%

Employment Growth Rate

Projected Median Household Income

Growth Rate

69% 18%

BRG Targeting Growth Markets1’2

U.S. BRG Target Market

3

About Bluerock Residential Growth REIT (“BRG”)

BRG is a publicly traded real estate investment trust (REIT) that acquires institutional quality, Class A apartment properties in growth markets across the United States. With approximately 13,500 units and nearly $1.9 billion in property assets, BRG seeks to maximize returns through investments where we believe we can drive substantial growth in funds from operations and net asset value.

There can be no assurance that any investment strategy will achieve its objectives, generate profits or avoid losses.

Investment Strategy

BRG invests primarily with members of its Network, which allows it to draw on the collective market knowledge of some of the nation’s leading private apartment owner/operators who may invest alongside BRG (generally < 20%) to create a better alignment of interest for BRG shareholders.

BRG Offers:

▪ A network with some of the largest, leading apartment operators in the nation with more than 500,000 apartment units under management

▪ Decades of experience and local market knowledge within BRG’s selected target markets

▪ Extensive operational infrastructure to deliver best-in-class execution across multiple markets without the cost and logistical burdens to BRG

Leveraging Network Members in High Growth Markets

HoustonOrlando

Atlanta

Austin

San Antonio

TEXASALABAMA GEORGIA

FLORIDA

NORTHCAROLINA

Dallas/Ft. Worth

Raleigh

COLORADO

ARIZONA TENNESSEESOUTH

CAROLINABirmingham

Tampa

Phoenix

Denver

Nashville Charlotte

SarasotaNaples

Ft. Lauderdale

VIRGINIANorthern Virginia

Daytona

Operating PropertiesDevelopment Properties

Existing BRG Markets

Target BRG Markets

Additional Network Member Markets

BRG selects and continuously evaluates its target markets for strong rentership characteristics which include areas with:

▪ High populations of a young, educated workforce with a high density of “renters by choice”

▪ Jobs of the future such as health care and technology that lead to employment growth

▪ Growing economic base driven by the presence of technology centers, major colleges and universities, health care, trade, next-generation manufacturing, government industries, and modern transportation facilities and networks

▪ Areas with abundant recreation, leisure, cultural, and entertainment options which foster population retention and growth

BRG focuses on demographically attractive growth markets which it defines as markets characterized by growing population and job growth. Employment growth is highly correlated with apartment demand; therefore, BRG believes that selecting markets with job growth significantly above the national average will provide high potential for increase rental demand leading to revenue growth and attractive risk-adjusted returns.

(1) Source: Bureau of Labor Statistics(2) Projected median household income annualized growth 2018-2023

Network Member Experience500,000+ Total Units Under Management

NETWORK MEMBER

GREYSTAR

BELL PROPERTIES

CARROLL

CWS CAPITAL PARTNERS

TRAMMELL CROW

UNITS

418,000

58,000

32,000

26,000

15,750

Bluerock Selected Network Members

AS OF SEPTEMBER 2018

4

Why Invest in Apartments?

A new study concludes that the U.S. will need 4.6 million apartment units by 2030. Current supply trends indicate that just over three million units will be delivered during that time, leading to an imbalance.

Future Supply/Demand Imbalance

Projected National Apartment Demand

Source: NMHC “U.S. Apartment Demand - A Forward Look”, May 2017

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

5.0

4.0

3.0

2.0

1.0

0.0

PROJECTED CUMULATIVE DEMAND

PROJECTED CUMULATIVE SUPPLY

MILLIO

NS

OF U

NITS

2,500

2,000

1,500

1,000

500

0

HO

US

ING

UN

ITS

(TH

OU

SAN

DS

)

1968

1969

1971

1972

1974

1975

1977

1978

1980

1981

1983

1984

1986

1987

1989

1990

1992

1993

1995

1996

1998

1999

2001

2002

2004

2004

2005

2007

2008

2010

2010

2011

2013

2014

2015

2016

2017

Shortage of Total Housing Completions

Recent apartment construction was backfilling well below average single-family completions.

Sources: Freddie Mac 2018 Mid-year Outlook

SINGLE-FAMILY COMPLETIONS HISTORIC AVERAGE (1968-2007 = 1.5 MILLION COMPLETIONS)

MULTIFAMILY (2+) COMPLETIONS

Supply Shortfall

5

Robust apartment market conditions are expected to continue nationally with Axiometrics projecting an average occupancy rate of 94.75% and effective rent growth of 16.0% through 2023.

Favorable Market Outlook

National Apartment Market Trends

Sources: Axiometrics Q3 2018 National Trend Report

CURRENT PERIOD EFFECTIVE RENT CURRENT PERIOD OCCUPANCY

PROJECTED

MO

NTH

LY E

FFEC

TIVE

REN

T PE

R U

NIT

OC

CU

PANC

Y RATE

Q1 2

010

Q4 2

010

Q3 2

011

Q2 2

012

Q1 2

013

Q4 2

013

Q3 2

014

Q2 2

015

Q1 2

016

Q4 2

016

Q3 2

017

Q2 2

018

Q1 2

019

Q4 2

019

Q3 2

020

Q2 2

021

Q1 2

022

Q4 2

022

Q3 2

023

$1,600

$1,500

$1,400

$1,300

$1,200

$1,100

$1,000

$900

$800

97.0%

96.0%

95.0%

93.0%

92.0%

91.0%

90.0%

0.0%

(5.0%)

(10.0%)

(15.0%)

(20.0%)

Under 35Years

35-44Years

45-54Years

55-64Years

65+Years

(16.3%)

(14.4%)

(8.8%) (8.9%)

(4.6%)

Largest Declines in Youngest Cohorts

The largest declines in homeownership are among the youngest cohorts exhibiting their high propensity to rent.

Percentage Decline in Home Ownership Rate from Peak Quarter:2000 - 2Q 2018 (by age group)

Sources: BTIG Equity Research, October 4, 2018

High Rentership Amongst Younger Cohorts

Roswell City Walk

Location: Roswell, GeorgiaYear Built: 2015BRG Ownership: 98%

Arium Palms

Location: Orlando, FloridaYear Built: 2007BRG Ownership: 100%

Preserve atHenderson Beach

Location: Destin, FLYear Built: 2010BRG Ownership: 100%

New Class A Portfolio - BRG Sample Properties

6

Wesley Village

Location: Charlotte, North CarolinaYear Built: 2010BRG Ownership: 100%

Alexan Southside

Location: Houston, TexasYear Built: 2018Preferred Equity Investment

Park & Kingston

Location: Charlotte, North CarolinaYear Built: 2014BRG Ownership: 100%

Sovereign Apartments

Location: Fort Worth, TexasYear Built: 2015BRG Ownership: 95%

Ashton Reserve

Location: Charlotte, North CarolinaYear Built: 2013 | 2015BRG Ownership: 100%

Bluerock is a private asset management and investment firm based in New York, NY whose senior management team has an average of over 30 years each investing experience and has helped launch several leading real estate private and public company platforms.

Bluerock’s key principals have been involved with sourcing, structuring and acquiring over 35 million square feet of real estate, with approximately $10 billion in value during three major market cycles. Bluerock has acquired/developed approximately 112 real estate properties, including approximately 80 apartment properties comprising over 24,000 apartment units, representing approximately 28 million combined square feet across 14 states and over $5.3 billion in acquisition value.

Bluerock Leadership

35,000+

over $5.3 billion

$3.7 billion

Formed in 2002

7

Risk Factors

Summary of Fees and Expenses: Investors will be subject to the following Fees and Expenses as part of the Offering: selling commissions, dealer manager fee, and other offering expenses. Please see the Prospectus Supplement and the accompanying Prospectus for a complete listing of all Fees and Expenses related to the Offering.

BRG has filed a registration statement on Form S-3 (No. 333-224990, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), including a prospectus (the “Prospectus”), with respect to the securities we may offer and sell from time to time, and has further filed with the SEC a prospectus supplement relating to the offering of the Series B Redeemable Preferred Stock and the Warrants (the “Prospectus Supplement”). A copy of the Prospectus Supplement and the accompanying Prospectus must be made available to you in connection with the offering of the Series B Redeemable Preferred Stock and the Warrants, and must be read in conjunction with these materials in order to fully understand the risks of an investment in the offering.

This material contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of BRG’s business, financial condition, liquidity, results from operations, plans and objectives. These forward- looking statements are based on BRG’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to BRG, and we cannot guarantee that we will achieve any or all of these expectations.

▪ There is limited liquidity and no public market for the Series B Redeemable Preferred Stock or Warrants and we do not intend to list them on a securities exchange.

▪ If our Class A common stock is no longer listed on the NYSE American or another national securities exchange, we would be required to terminate the offering and could result in our raising gross proceeds substantially less than if the maximum offering is sold.

▪ Distributions paid from sources other than cash flow or funds from operations may constitute a return of capital and reduce investor returns. Rates of distribution to you may not be indicative of our operating results.

▪ We make no guarantee that we will make distributions.

▪ Our management has broad discretion over the use of proceeds from the offering of the Series B Redeemable Preferred Stock and Warrants, and investors will not be able to evaluate the economic or other merits of our investments made with such proceeds prior to our making them.

▪ There are substantial conflicts of interest between us and our affiliates, including conflicts arising out of allocation of personnel to our activities, allocation of investment opportunities between us and investment vehicles of our affiliates, the purchase or sale of apartment properties, that might result in investment decisions that are not in the best interests of our stockholders.

▪ Upon the sale of any individual property, holders of Series B Redeemable Preferred Stock generally do not have a priority over holders of our common stock regarding return of capital.

▪ Our charter contains various restrictions on the ownership and transfer of our securities.

▪ After two years from the date of original issuance, we will be able to redeem the outstanding shares of Series B Redeemable Preferred Stock, without your consent, at 100% of the Stated Value per share, plus any accrued and unpaid dividends.

▪ Maintenance of our exemption from registration under the Investment Company Act of 1940 and our REIT qualification impose significant limitations on our operations.

▪ Holders of the Series B Redeemable Preferred Stock will have no voting rights or control over changes in our policies and operations. Our board of directors may approve changes to our policies without your approval.

▪ Our qualification as a REIT depends upon our satisfaction of numerous regulatory limitations and qualifications.

▪ We may fail to maintain our qualification as a REIT, which would result in higher taxes for us and reduced cash available for distribution to our stockholders.

An investment in Bluerock Residential Growth REIT, Inc. (“BRG”) involves a high degree of risk. See the “Risk Factors” sections of the Prospectus Supplement and the accompanying Prospectus for a discussion of material risks related to an investment in our Series B Redeemable Preferred Stock and Warrants, which include, but are not limited to, the following:

Securities offered through:Bluerock Capital Markets LLCMember FINRA/SIPCAffiliated with Bluerock Real Estate, LLC

Bluerock Real Estate © 2018. All rights reservedV-18-107

Pictured (left to right):

Links at Plum CreekCastle Rock, CO

BRG Ownership: 88%

Sands ParcDaytona Beach, FL

BRG Ownership: 100%

James on South FirstAustin, TX

BRG Ownership: 90%

Front cover:Alexan City Centre

Houston, TXBRG has a Preferred

Equity/Mezzanine Investmentin this Property