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Non-Traded REIT Tender Offers in 2026: Every Bid We Found, at 14% to 85% of the REIT's Own Value

By Jorge··14 min read
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Quick Answer

In 2026 we found seven offers on SEC EDGAR to buy shares of non-traded REITs at less than the value the REIT itself publishes. Four came from outside bidders: Cox Capital and Saba offered $15.00 for Starwood's SREIT Class I shares against a $19.85 NAV (75.6%) and $14.30 for Class S against $20.02 (71.4%); MacKenzie Capital Management offered $0.04 for Highlands REIT against a $0.29 value (13.8%), $7.27 for the unlisted shares of National Healthcare Properties when its listed class last sold at $13.78 (52.8%), and $4.55 for CNL Healthcare Properties against a $6.64 NAV (68.5%). Three came from the REITs themselves: VineBrook Homes at $33.00 against a $52.68 NAV (62.6%, open until October 5, 2026), Highlands at $0.20 (69.0%, open until September 29, 2026) and Lightstone Value Plus REIT V at $14.08 (85.0%). Percentages are our arithmetic on filed numbers. No board told holders to accept an outside bid: two said reject, two stayed neutral. The list is a floor, not a count: offers for under 5% of a company are usually not filed with the SEC at all.

Key Takeaways

  • Outside bids in 2026 ran from 13.8% of the REIT's own value (MacKenzie for Highlands at $0.04) to 75.6% (Cox Capital and Saba for SREIT Class I at $15.00 against a $19.85 NAV).
  • MacKenzie made three of the four outside offers we found: CNL Healthcare ($4.55), Highlands ($0.04) and National Healthcare Properties ($7.27).
  • REITs are now bidding below their own NAV for their own shares: VineBrook at 62.6% (to October 5), Highlands at 69.0% (to September 29) and Lightstone V at 85%, which drew 1.77 times the shares it would buy.
  • Boards: SREIT and Highlands unanimously said reject; CNL Healthcare (merger pending) and NHP (listing under way) stayed neutral. None recommended accepting.
  • Highlands' own notice quotes the bidder: its $0.04 price was set to be 'at the low end of recent trading prices' and 'designed to result in a profit for the Offeror'.
  • The routine quarterly tenders of NAV-priced funds are a different animal: KREST filled 81% and 74% of requests in its first two 2026 tenders and all of them in July; PGIM's January tender drew no shares at all.
  • It is a floor: SREIT's board refers to 'previous mini-tender offers' that never reached EDGAR, and bidders do not file offers for under 5% of a company.

CSV · 23 rows

Non-traded REIT tender offers 2026: offer prices, the REIT's own NAV, board positions and results

23 rows: every 2026 offer for non-traded REIT shares we found on EDGAR, with the price, the REIT's own published value, the board's position and the result where filed, plus the routine NAV-priced tenders of KREST and PGIM; one accession per row.

If a letter just arrived

If you are reading this because an envelope offered to buy your REIT shares at a price and a deadline, three numbers decide most of it, and all three are public:

  1. The offer price.
  2. The REIT's own latest value per share, the figure the board publishes (for a NAV REIT, monthly; for older REITs, once a year). Every offer in the table below is priced under it.
  3. What the REIT itself will pay you, if anything: its repurchase program, if it is open, or a self-tender if one is running.

Companies are required to tell holders their position on a tender offer (NHP's letter says so in terms), and most do it in an 8-K or a Schedule 14D-9 you can find on EDGAR. Read that response before you sign anything. And if you want the offer, the NAV and the REIT's latest filing read against your own position before the deadline, that is what our written read of a filing is for.

The 2026 offers priced below the REIT's own value

REITBidder and typeOffer per shareREIT's own value (as of)Offer as % of itBoard
Starwood Real Estate Income Trust (SREIT)Cox Capital with Saba Capital, registered tender (Mar 5 to Apr 25, 2026)$15.00 Class I; $14.30 Class S$19.85 / $20.02 NAV (Jan 31, 2026)75.6% / 71.4%Reject (unanimous)
CNL Healthcare PropertiesMacKenzie, mini-tender for up to 400,000 shares (Jan 2026)$4.55$6.64 NAV (Dec 31, 2024)68.5%Neutral (merger pending)
Highlands REITMacKenzie, mini-tender (May 2026)$0.04$0.29 (Mar 31, 2026)13.8%Reject (unanimous)
National Healthcare Properties (unlisted common)MacKenzie, mini-tender for up to 150,000 shares (Jun 2026)$7.27$13.78 last sale of its listed Class A (Jun 15, 2026)52.8%Neutral
VineBrook Homes TrustSelf-tender, up to 909,090 shares (to Oct 5, 2026)$33.00$52.68 NAV, fully diluted (Jun 30, 2026)62.6%No recommendation
Highlands REITSelf-tender, up to 125,000,000 shares (to Sep 29, 2026)$0.20$0.29 (Mar 31, 2026)69.0%No recommendation
Lightstone Value Plus REIT VSelf-tender, 2,200,000 shares (expired Feb 13, 2026)$14.08$16.56 NAV (Sep 30, 2025)85.0%No recommendation

Percentages are our arithmetic (offer divided by the value shown). Each row's sources are in the CSV above and at the end of this page.

The five that tell you how this market works

SREIT: the biggest bid, and the closest to NAV. The only large, registered outside offer of the year came from Cox Capital Partners and Saba Capital for up to 19.66 million SREIT shares, about $288 million at the offer prices (our arithmetic), at $15.00 for Class I and $14.30 for Class S. SREIT's board put it as "approximately a 24.4% discount to the Company's net asset value ('NAV') of $19.85" and unanimously recommended rejecting it, while acknowledging that, unlike "previous mini-tender offers", this one might be a source of liquidity for holders who have none: SREIT's own repurchases are limited to death, disability and small positions (our SREIT review; and how its adviser still got paid out outside the plan). The offer expired on April 25, 2026; the bidder's final amendment says only that "The Offer was not oversubscribed", not how many shares it bought.

Highlands: 4 cents in May, 20 cents in September. Highlands REIT holders were offered $0.04 by MacKenzie in May, 13.8% of the company's own $0.29 estimate. The company's notice to holders, which unanimously recommended rejecting it, repeats the bidder's own disclosure: "The Offeror acknowledges that in establishing the purchase price of $0.04 per share, it is establishing a price which is (i) at the low end of recent trading prices and (ii) designed to result in a profit for the Offeror." In September the company launched its own tender at $0.20, five times MacKenzie's price and still 69% of its value, open until September 29. We read that offer in detail here and the REIT itself in our Highlands review.

National Healthcare Properties: the listing arbitrage. NHP's Class A shares began trading on Nasdaq in April 2026; its older common stock converts into listed shares later. In June MacKenzie offered $7.27 for the unlisted common, which NHP's board called "approximately 47.2% lower than $13.78 per share, which is the last reported sale price" of the listed class, while staying neutral. MacKenzie Realty Capital then told its own investors it was "purchasing approximately 140,000 shares at an offer price of $7.27 per share" and that the listed shares had closed the day before at $16.08. The holders who sold took the discount so a buyer could wait for the conversion. Background in our NHP review.

CNL Healthcare: a bid below a merger price. MacKenzie's January offer of $4.55 for up to 400,000 CNL Healthcare shares was, in the company's words, "31.5% lower than our most recent estimated NAV per share as of Dec. 31, 2024, and 34.1% lower than the proposed estimated transaction consideration" of its pending merger with Sonida. The board stayed neutral because of that merger, which has since closed (what the shares became).

The REITs' own bids. VineBrook Homes Trust is offering to buy back $30 million of its shares at $33.00, which its own offer document calls "62.6% of the Company's most recent NAV per Share" of $52.68. Lightstone Value Plus REIT V ran a self-tender at $14.08, 85% of its $16.56 NAV, and 3,893,608 shares were tendered for 2,200,000 places, so each holder got about 56.5% of what they offered (our REIT V review and the five Lightstone REITs side by side). A self-tender below NAV raises the value per share for the holders who stay; for the ones who sell, it is the price of getting out now.

The other kind of tender: NAV-priced funds

Some real estate funds buy back shares every quarter through a tender at NAV. Those are not discount bids; the question with them is how much of your request gets filled.

  • KKR Real Estate Select Trust (KREST) accepted 2,938,136 of 3,613,167 shares tendered in its January 2026 offer (81.3%, our arithmetic), 3,114,975 of 4,214,434 in April (73.9%), and all 3,155,949 tendered in July. More in our KREST review.
  • PGIM Private Real Estate Fund's January 2026 tender drew nothing: "No shares of the Fund were validly tendered." In April it bought 23,714.760 Class I shares.

Patterns

  • Who bids. MacKenzie made three of the four outside offers we could document. No 2026 offer from Comrit, which bid for KBS REIT III and Pacific Oak in 2024 and 2025, reached EDGAR.
  • How deep the discount runs. Outside bids went from 13.8% of the REIT's value to 75.6%; the REITs' own bids from 62.6% to 85%.
  • What boards say. Reject when the discount is deep and nothing else is pending (SREIT, Highlands); neutral when a merger or listing is about to change what the shares are (CNL Healthcare, NHP). No board of a non-traded REIT recommended accepting an outside offer this year.
  • Why they keep coming. Where the REIT's own exit is closed or rationed (SREIT, Highlands, Lightstone V), an outside bid at a discount is often the only cash on offer. That is the market these bids exist in, and the reason they are priced where they are.

We built this list from SEC EDGAR on September 13, 2026, covering filings from January 1, 2026. First, every Schedule TO-T, TO-I and 14D-9 (and amendments) filed in 2026, from EDGAR's quarterly form indexes: we read the subject company and industry code of every third-party and 14D-9 filing and every issuer-tender filer name. Second, EDGAR full-text search month by month for "tender offer" in 8-Ks and for "mini-tender", "unsolicited tender offer" and "recommend that stockholders reject" in all forms, plus the names of known bidders and a per-company search for 17 non-traded REITs. We kept offers for equity of real estate vehicles that were not listed when the offer was made; we left out listed companies, business development companies, preferred stock and exchange offers. Values are each REIT's own published NAV or estimated value per share at the date shown; where the latest was stale (CNL Healthcare's $6.64 was a year old; its board set $6.90 a month later) or not comparable (NHP's last board NAV predates its listing), we say so and use the figure the company itself cited. This is a floor: offers for less than 5% of a company are not filed by the bidder and appear only if the REIT answers on EDGAR, and SREIT's board refers to "previous mini-tender offers" that we could not find. Percentages are our arithmetic. The CSV gives one accession per figure.

Frequently Asked Questions

Sources

  • Starwood Real Estate Income Trust: Cox Capital / Saba Schedule TO-T, accession 0001213900-26-024139, and final amendment 0001213900-26-048132; SREIT Schedule 14D-9, accession 0001193125-26-096287.
  • CNL Healthcare Properties: 8-K with the letter to stockholders, accession 0001193125-26-012803.
  • Highlands REIT: 8-K on the MacKenzie offer, accession 0001661458-26-000016; 8-K with the estimated value, accession 0001661458-26-000014; Schedule TO-I, accession 0001104659-26-104051.
  • National Healthcare Properties: 8-K on the MacKenzie offer, accession 0001561032-26-000043; MacKenzie Realty Capital 8-K, accession 0001550913-26-000027.
  • VineBrook Homes Trust: Schedule TO-I, accession 0001437749-26-029656.
  • Lightstone Value Plus REIT V: Schedule TO-I, accession 0001140361-25-047097, and final amendment 0001140361-26-007531.
  • KKR Real Estate Select Trust: tender results 0001193125-26-011820, 0001193125-26-153292, 0001193125-26-309523. PGIM Private Real Estate Fund: 0001193125-26-033396, 0001875084-26-000017.

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