Mini Tender Offers for Non-Traded REITs: Every 2026 Bid vs NAV

Updated October 9, 2026 — what the SEC says about mini-tender offers, and where each bid stands. We searched EDGAR full text for every Schedule TO-T, TO-I, TO-C, 14D-9 and 13E-3 filing (and amendments) made between September 10 and October 8, 2026: no new offer for a non-traded REIT appeared beyond the seven below, so that count stands. Status today: the Cox Capital and Saba bid for SREIT, MacKenzie's three mini-tenders and Lightstone V's self-tender are over; VineBrook's closed on October 5, 2026 (final results filed October 7) and Highlands' on September 29, 2026 (final results filed October 1). The only tender for a real estate fund still open in that search is KREST's, priced at its own NAV, which expires October 16, 2026 at 4:00 p.m. Eastern; PGIM Real Estate Fund (the former PGIM Private Real Estate Fund) also has a quarterly repurchase offer at NAV open until October 28, 2026. New on this page: the section below on what a mini-tender offer is, in the SEC's own words.

What a mini-tender offer is, and what the SEC says it does not protect

A mini-tender offer is an offer to buy a small slice of a company, small enough to stay under the point where the federal tender offer rules switch on. The SEC's investor bulletin on the subject (Mini-Tender Offers: Tips for Investors, dated January 30, 2008 on the SEC's page) defines it as "tender offers for less than five percent of a company's stock" and warns that “mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide.” The Commission's interpretive release of 2000 (Release No. 34-43069, effective July 31, 2000) explains the mechanism: mini-tender offers “generally are structured to result in ownership of not more than five percent of a class of securities to avoid the filing, disclosure and procedural requirements of Section 14(d) of the Exchange Act and Regulation 14D.” The same release says the bidder must count shares it already owns toward the five percent.

Source: the SEC bulletin and Release No. 34-43069, both quoted above; the table follows their wording on what does and does not apply. The release adds that mini-tender offers are “generally structured as first-come, first-served offers without withdrawal rights and prorationing,” and that holders are then “locked into their decision.”

How that maps onto this page. A bid for more than 5% has to be filed, so it shows up on EDGAR the day it starts: Cox Capital and Saba's bid for SREIT was a Schedule TO-T. A mini-tender does not have to be filed by anyone, which is why MacKenzie's offers for CNL Healthcare, Highlands and National Healthcare Properties appear on EDGAR only because the REITs answered them in an 8-K. A REIT buying its own shares is a third case: the release says Rule 13e-4, which governs issuer tender offers, applies “regardless of the amount of securities sought in the offer” and provides safeguards that “generally mirror” Regulation 14D, which is why VineBrook could pro-rate every tendering holder at the same factor instead of paying the first to answer.

Some non-traded REITs write their own rule into the charter. The registration statement of IPC Alternative Real Estate Income Trust (Form S-11, filed September 25, 2026) says its charter provides that “any tender offer made by any person, including any ‘mini-tender’ offer, must comply with the provisions of Regulation 14D of the Exchange Act,” that the bidder must give the REIT notice at least ten business days before starting, and that if it does not, the REIT “may elect to grant tendering stockholders a rescission right.” Park View OZ REIT's offering circular supplement of September 28, 2026 describes a similar charter clause (“most provisions of Regulation 14D”). Whether your REIT has one is in its charter and prospectus.

What the SEC tells you to do before you tender: ask the bidder (or your broker) what percentage of the company it wants (“If the answer is less than five percent, you're dealing with a mini-tender offer, and you should proceed with caution”), get the offering document, ask whether the bidder has the money, find out the final price after deductions and when you will be paid, and compare the price with what you could get elsewhere. The bulletin's yardstick is the market price; a non-traded REIT has none, so the yardstick on this page is the REIT's own latest value per share. Its reminder to holders is blunt: “Remember that once you agree to a mini-tender offer, you are probably locked in.” This is the SEC's published guidance, not personal advice.

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

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. It closed on September 29 and, per the final amendment of October 1, 135,380,970.82 shares were tendered and every one was accepted for $27.1 million, 18.7% of the company: the offer was oversubscribed by 8.3%, but the company had reserved the right to add 2% of its shares and used it, so nobody was pro-rated. 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; on October 18, 2026 each Class A share converts into one share of its existing common stock, and from then all of the common, the older unlisted shares included, trades on Nasdaq as NHP (10-Q). 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 offered to buy back $30 million of its shares at $33.00 until October 5, 2026, which its own offer document calls "62.6% of the Company's most recent NAV per Share" of $52.68. That one is worth reading closely, and we have: the offer is conditioned on VineBrook closing a new loan of at least $25.0 million that had not closed when it was filed, and three weeks earlier its 10-Q said the company "does not have sufficient liquidity" to meet roughly $612.2 million of debt due within twelve months (the full read, with every figure). The loan closed on September 28, and on the final count of October 7, 2,753,350.13452 shares were tendered for 909,090 places, a final proration factor of about 33.02%, with payment expected October 8 (Amendment No. 4, accession 0001437749-26-032321; the preliminary count of October 6 was the same). 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 than the 3,116,157 it had offered for. July was oversubscribed too; the difference is that this time KREST used the extra headroom its prospectus allows (up to 2% of NAV beyond the 5%) instead of pro-rating, and needed only 0.06% of it. It bought 5.06% of NAV, or $72,018,747, at $22.82 a share. A fourth is open as of October 9, 2026: on September 17, 2026 KREST filed for up to 3,116,841 shares, about 5% of the 62,336,819 outstanding at September 3, at a price equal to NAV on October 16, 2026, the day it expires (4:00 p.m. Eastern, unless extended). That is the difference between this kind of tender and the ones in the table above: the price is the fund's own NAV on the day, not a discount to it, and the risk a holder carries is proration, not the haircut. More in our KREST review.

  One footnote for anyone checking the July numbers against EDGAR: the Final Amendment filed July 21 gave the valuation date as June 3, and KKR filed a second amendment on July 24 solely to correct it to July 17. The price is right in both; only the date of the NAV it was struck at was wrong.

• 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. The fund has since been renamed PGIM Real Estate Fund Inc. and describes itself as a closed-end interval fund; on September 29, 2026 it gave notice of a quarterly repurchase offer for up to 5% of its shares, at NAV on the pricing date, open until October 28, 2026 (Form N-23c-3).

Patterns

• Who bids. MacKenzie made three of the four outside offers we could document. Its listed affiliate MacKenzie Realty Capital says in its 10-K of September 28, 2026 that it intends to keep launching tender offers for non-traded REIT shares "to boost our short-term cash flow and to support our distributions," capped at 20% of its portfolio; at June 30, 2026 its securities included SREIT Class I and S, National Healthcare Properties, Highlands and Strategic Storage Trust VI (10-K). The fourth bidder, Cox Capital Partners, has since turned to non-traded BDCs (Blackstone's BCRED at $20.65, Ares Strategic Income Fund at $23.15, HPS Corporate Lending at $18.40), while its website lists ten REITs it says it buys, from BREIT to Hines Global: every Cox bid in SEC filings. 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.

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, corrected by 0001193125-26-315675; the September 2026 offer is Schedule TO-I, accession 0001193125-26-394262. PGIM Private Real Estate Fund (now PGIM Real Estate Fund Inc.): 0001193125-26-033396, 0001875084-26-000017; repurchase offer notice of September 29, 2026 (Form N-23c-3): 0001875084-26-000022.
• Mini-tender offers: SEC, Mini-Tender Offers: Tips for Investors (January 30, 2008); SEC, Commission Guidance on Mini-Tender Offers and Limited Partnership Tender Offers, Release No. 34-43069 (effective July 31, 2000). Both read October 9, 2026.

How this list is kept

We re-sweep EDGAR rather than wait for news. On September 21, 2026 we searched every SC TO-I, SC TO-T and SC 13E3 filed since September 13 — 34 filings — and read the issuer of each. No new offer below a non-traded REIT's own published value appeared in that window, so the count of seven in this page still stands. What the sweep did turn up was routine: quarterly repurchase tenders by interval funds and BDCs priced at their own NAV, including the new KREST offer above. That is the normal state of this list — below-NAV bids are rare events, and the value of checking weekly is being able to say that the silence is real rather than unchecked.

On October 3, 2026 we repeated it with EDGAR full-text search for every SC TO-T, SC TO-T/A, SC 14D-9 and SC TO-C filed from September 15: none concerned a non-traded REIT (the subjects were listed companies). The discount bids of the fortnight went to non-traded BDCs instead, which this list leaves out by design: Cox Capital's $20.65 offer for Blackstone Private Credit Fund (8-K of September 30) and $23.15 for Ares Strategic Income Fund (8-K of October 2). Our record of Cox's bids covers them.

On October 9, 2026 we ran EDGAR full-text search once more over every SC TO-T, SC TO-I, SC TO-C, SC 14D9 and SC 13E3 filing (and amendments) dated September 10 through October 8, plus the phrases "mini-tender" and "unsolicited tender offer" in all forms from September 15. No new offer for a non-traded REIT turned up. The new KREST offer was already here; the only REIT filings in the window were the final amendments of VineBrook (October 7) and Highlands (October 1). The two phrases found no new bid for a non-traded REIT: the hits were Cox Capital's bids for two non-traded BDCs (Blackstone Private Credit Fund and Ares Strategic Income Fund), which this list leaves out by design, and charter or offering-document language in registration statements.