VineBrook Homes Trust Q3 2026 10-Q: NAV $50.03, Hardship Buybacks Ended, $650.8M Due in 12 Months

Which filings say what

This page reads the new quarterly report and the filings around it. The company's structure, managers, NAV history back to 2018 and the August refinancing are in our VineBrook Homes Trust review; the terms of the tender, the financing condition and the two book-value figures are on our tender offer page. We do not repeat them.

NAV: $50.03, and what the filing says moved it

The Pricing Committee set NAV per share at $50.03 as of September 30, 2026 on November 6, 2026, on a fully diluted basis. The 10-Q publishes the series back to December 31, 2024:

September is the largest quarterly drop in the table, and the third in a row. The 10-Q's explanation is one sentence: “The reduction in NAV this quarter was primarily driven by rising interest rates that have led to cap rate expansion.” That fits how the number is built. Under the valuation method in force since September 30, 2025, the adviser applies capitalization rates supplied by Green Street Advisors for each metropolitan market to each home's projected net operating income, adds other assets and liabilities, and the Pricing Committee then sets NAV at the midpoint of the range. A higher cap rate lowers the value of the same rent, and because the company carries about $2.7 billion of debt against about $3.0 billion of assets, the effect on the equity per share is magnified (our arithmetic on balance sheet figures).

Two mechanical consequences are in the filing. Shares issued through the distribution reinvestment program are priced at 3% under NAV, so a reinvestment at the new NAV would be at about $48.53 a share (our arithmetic); the August 2026 reinvestment of 86,039 shares was priced at $52.61. And the adviser, NexPoint Real Estate Advisors V, L.P., both calculates NAV and is paid an advisory fee of 0.75% a year of gross asset value, which is measured before debt and is not the same base as NAV.

What 1,000 shares are worth, at each price

The tender row compares two paper values: the returned shares are still valued at the company's NAV, which no buyer is currently paying and which the repurchase plan, now closed, was the only mechanism to pay. A holder who tendered traded 330 shares of stated value for cash at about two thirds of it.

The October tender: final numbers, and what the 10-Q adds

The offer ran from September 4 to October 5, 2026, for up to $30 million, or 909,090 shares, at $33.00. The final press release, filed October 7 with Schedule TO-I/A No. 4, states that the depositary counted 2,753,350.13452 shares validly tendered and not withdrawn, that the company accepted 909,090 for about $30.0 million, that the final proration factor was approximately 33.02%, that the accepted shares were about 3.46% of those outstanding on October 6, and that 25,327,913 shares were outstanding afterwards. By our arithmetic, 67.0% of the shares offered for sale were not bought.

What the 10-Q adds is the funding and what happened next:

• The loan was drawn. The subsequent-events note says the OP “drew $21.0 million under the OSL Loan V to help fund the purchase of the Tender Offer Shares.” OSL Loan V is the $25.0 million, 10.0%, one-year credit agreement of September 28, 2026, and the filings say its lender may be deemed an affiliate of the adviser through common beneficial ownership.
• Share count. The 10-Q cover shows 25,413,282.31 shares outstanding on November 9, 2026, against 26,237,004 at September 30. The difference between the post-offer 25,327,913 and the November figure is about 85,000 shares; the filing does not break it down.
• No second offer. No new Schedule TO had been filed through the November 10 report. The company says only that it “will continue to evaluate potential liquidity opportunities for stockholders.”

The exit that closed on October 26

The share repurchase plan paid NAV: the 10-Q says shares “were repurchased at the then-current NAV per share in effect,” capped at 5% of aggregate NAV a quarter. The Board suspended it on July 28, 2025, “subject to extenuating circumstances.” The new Part II text goes further: on October 26, 2026 the Board approved a change under which redemption requests, “including those related to death, disability or other hardship circumstances, will no longer be processed.”

Hardship repurchase requests will no longer be processed after the Board's October 26, 2026 change. That matters because the hardship exception was the only repurchase activity the plan still had; our tender page covers the December hardship windows of earlier years. The repurchase table in the 10-Q shows no shares repurchased under the plan in July, August or September 2026.

This change was not in a Form 8-K: the EDGAR filing list for the company from July 1 to November 10, 2026 shows 8-Ks only on July 6 and September 28. A holder who relied on earlier descriptions of a hardship exception should read the 10-Q's Part II, Item 2.

Home sales: 2,033 homes in nine months, and how they are priced

The home-sales program is how the company says it will cut debt. Figures from the 10-Q, with the per-home averages as our arithmetic on them:

Several things are worth reading together.

Gains and write-downs. For the nine months the 10-Q splits the $18.0 million net gain into $63.9 million of gain on sales and $45.9 million of impairment on homes held for sale; for the quarter, $28.1 million and $15.7 million. Netting proceeds of $351.0 million (both portfolios) against the $63.9 million gain implies the homes sold carried about $287 million on the books, a gain of roughly 22% over carrying value (our arithmetic, approximate, since the filing does not define the proceeds as net of every cost). Homes still held for sale have taken $24.8 million of cumulative impairment, against $5.4 million at December 31, 2025.

The pipeline is large. At September 30, 2,075 homes were classified as held for sale with a carrying amount of $239.9 million, about $115,600 each, against 646 homes and $91.5 million at December 31, 2025 (our arithmetic). The company's plan for the next twelve months, 3,775 homes, is 18% of the 20,581 it owns (our arithmetic).

The filing gives two post-quarter sales counts. Note 14 says that after September 30 the company “disposed of 398 homes in the VineBrook Portfolio for net proceeds of approximately $44.7 million”; the MD&A liquidity section says it sold 162 homes in that portfolio for $19.4 million. The 10-Q does not say why they differ or give as-of dates; we show both.

It is still buying a few. After September 30 the company acquired 52 homes in the VineBrook Portfolio for $15.2 million, and 529 in the nine months, in build-to-rent communities.

Occupancy and rent

Average rent per occupied home in the VineBrook Portfolio is 9.0% higher (our arithmetic), while the company reports a 2.5% blended increase in average rental rate for the quarter. The 10-Q does not reconcile the two. An average over all occupied homes can move with which homes are sold or vacated and with the 268 build-to-rent homes bought in the quarter, which is our reading, not the company's. Rental income was $80.8 million in the quarter against $92.1 million a year earlier, and total revenues $84.7 million against $94.0 million, which is 9.9% lower (our arithmetic).

Distributions against FFO

The common dividend stayed at $0.5301 a share for the third quarter and the nine months total $1.5903, the same as a year earlier. On November 10, 2026 the company approved another $0.5301, payable November 13, 2026. The 10-Q also publishes its own coverage ratios, which are the ratio of FFO per share to dividends declared:

FFO per diluted share was negative $0.75 in the quarter and negative $1.77 for the nine months. Core FFO and AFFO were positive a year ago and are negative now. The nine-month net loss attributable to stockholders was $94.1 million, $3.60 a share on the company's diluted per-share measure, and net cash used in operating activities was $12.6 million against $14.5 million provided a year earlier. Cash from investing activities, mostly sale proceeds, was $134.9 million. We have not found a filing that suspends the common dividend; at about 25.4 million shares, one quarter's payment is roughly $13.5 million (our arithmetic).

Debt: the $650.8 million and the 2027 wall

The balance sheet at September 30, 2026 shows cash of $44.2 million (December 31, 2025: $95.0 million) and restricted cash of $88.0 million, total assets of $2,953.3 million, total liabilities of $2,725.1 million and a stockholders' deficit of $220.9 million (December 31, 2025: $70.4 million). Debt principal is $2,677.2 million: $2,234.8 million in the VineBrook Portfolio and $442.4 million in NexPoint Homes.

The going-concern note, in the same words as the June report, says the company has debt of approximately $650.8 million coming due within twelve months of issuance, primarily the NexPoint Homes MetLife Note 1 (March 3, 2027), the SFR OP Convertible Notes (June 30, 2027), the JPM Acquisition Facility (July 9, 2027) and the NexPoint Homes MetLife Note 2 (August 12, 2027), and continues: “As of the date of issuance, the Company does not have sufficient liquidity to satisfy these obligations.” Management's plan is partial pay-downs, the contractual extension option on the JPM facility, refinancing the two MetLife notes and selling homes; it says it is “currently engaged in active discussions with potential lenders” and concludes the refinancings are probable, adding “There can be no assurances that financing can be obtained.” After September 30 the company paid off $28.4 million of the obligations coming due.

Five points a holder can check against the filing:

• The refinancing price gap. The NexPoint Homes MetLife Note 1 carries 3.72% on the stabilized tranche. The company's most recent long loan, in August 2026, is at 5.948%. On $222.9 million the 2.23-point difference is about $5.0 million a year, illustrative only (our arithmetic).
• Rates and hedges. The VineBrook Portfolio's weighted average rate is 5.2840% (5.1174% a year earlier). The 10-Q says there are no interest rate swaps and lists two caps: one-month term SOFR is capped at 2.00% on $450.0 million until March 1, 2027 and at 4.25% on $179.4 million until July 9, 2027. One-month term SOFR was 3.9125% at September 30, and the only floating-rate line in the debt table is the $178.2 million JPM facility.
• Covenants and defaults. The company “believes it is in compliance with all debt covenants in all of its debt agreements,” and Part II Item 3, Defaults Upon Senior Securities, says none.
• Interest burden. Interest expense was $39.6 million in the quarter ($37.5 million a year earlier) and $122.7 million for nine months ($108.0 million).
• Cash flow. Net cash used in financing activities was $135.3 million in nine months, which the 10-Q attributes mainly to an increase in notes payable principal payments.

Who is on the other side of the loans

The 10-Q's related-party note lists these lenders and counterparties, all described as entities that may be deemed affiliates of the adviser, or advised by an affiliate of it:

The adviser's agreement carries a termination fee of three times the prior twelve months of advisory fees. Advisory fees were $4.9 million in the quarter and $14.8 million for nine months, consolidated including NexPoint Homes. Affiliates of the adviser have contributed about $131.6 million of equity to NexPoint Homes. The NexPoint Homes properties are managed by Mynd Management, which the filing says is not a related party.

What the filings do not say

• Why the hardship door closed. The 10-Q gives the fact in one sentence and no reason, no replacement program and no date for a review.
• The covenant thresholds. The September 28 8-K says the OSL loan has covenants on maximum debt to capital, minimum net asset value and minimum net operating income, and the company “believes” it complies; no threshold is printed.
• Terms of the refinancing talks. No lender, amount or price is named for the MetLife notes, which are $336.6 million together.
• How the 398 and the 162 post-quarter sales fit together, or what prices the 636 homes under contract carry beyond their $75.1 million total.
• Any market price for the shares. The 10-Q reports none; there is no public market.
• Litigation that touches VineBrook. Part II Item 1 says management is not aware of proceedings “reasonably likely to have a material adverse effect”; the Highland-related lawsuits it describes concern the adviser's affiliates, and the stay in the Bankruptcy Trust Lawsuit lifted on July 15, 2026.

What a reader can do with this

• If you hold shares directly: update your records to $50.03 for September 30, 2026. Confirm with your statement whether the shares returned from the tender, about two thirds of those tendered, are back in your account.
• If you were counting on a hardship request: the plan no longer processes them. The 10-Q is the document that says so; ask the company's investor relations team or your custodian to confirm in writing what, if anything, replaces it.
• If you tendered: compare your proceeds with the table above. At the 33.02% proration, each 1,000 shares tendered brought about $10,897.
• Read the dates that matter: the dividend payable November 13, 2026; the next NAV, as of December 31, 2026; the March 1, 2027 expiry of the $450.0 million rate cap; and March 3, 2027 for the first large maturity.
• Keep records of purchase dates, the 97%-of-NAV reinvestments and any Form 1099-DIV, which matter if you later sell or claim a loss.

If a large share of your savings sits in one non-traded REIT whose board has just stopped even hardship repurchases, it may be worth a conversation with a qualified adviser about how that position fits the rest of your holdings.

FAQ

Sources: VineBrook Homes Trust, Inc. Form 10-Q for the quarter ended September 30, 2026, filed November 10, 2026 (accession 0001193125-26-455610) and for June 30, 2026 (0001193125-26-351798); Schedule TO-I of September 4, 2026 (0001437749-26-029656) and Schedule TO-I/A No. 4 of October 7, 2026 with its press release (0001437749-26-032321); Forms 8-K of September 28, 2026 (0001437749-26-031348) and July 6, 2026 (0001437749-26-022771). This is analysis of public documents, not investment, legal or tax advice.