VineBrook Homes Trust Review 2026: NAV $52.68, Home Sales and Debt

What VineBrook is, and who sits above it

VineBrook began operating on November 1, 2018, when it acquired 4,129 homes in Ohio, Kentucky and Indiana from the people who had assembled them. It is not listed anywhere: shares were sold privately to accredited investors at the NAV in effect (the 10-K says “There is no public trading market”), and 6,767 holders of record remained in March 2026. The company calls itself the largest single-family rental operator specialising in workforce housing, with rents it puts at $1,300 to $2,500 a month.

Three layers sit between a shareholder and a house. The adviser, NexPoint Real Estate Advisors V, L.P., has run the company since November 1, 2018 under an advisory agreement. It is paid 0.75% of gross asset value a year, calculates the NAV and recommends it to the board's Pricing Committee, and every executive officer is its employee or an affiliate's. The operating partnership holds the homes: the company owned 77.9% of its units at December 2025 and an adviser affiliate, NexPoint Real Estate Opportunities, LLC, owned 12.3%, with each side holding half the votes. The property manager does the day-to-day work, and that is the layer that has changed twice.

For the sibling vehicles, the same NexPoint group also advises a listed lender, NexPoint Real Estate Finance, and the listed NexPoint Diversified Real Estate Trust; we cover them on their own pages and do not repeat them here. One link matters for VineBrook, because the lender is a lender to it: the second-quarter 10-Q lists a $20.0 million revolver from NexPoint Real Estate Finance's operating partnership at 9.75% and a 15.00% note from a subsidiary of the same company.

“Who took over VineBrook?”: nobody bought it, but the manager changed twice

No filing shows a buyer or a change of control. What changed is who manages the homes.

What Evergreen is paid matters to an owner because the fees sit on top of the adviser's. The 10-K lists a property management fee of 2.5% of collected rents; a shared-services fee that can reach the greater of 6.0% of collected rents and $75 a property, less the management fee; leasing and renewal commissions of the greater of 40% of a month's rent or $600; an annual 0.24% of NAV to Evergreen Asset Management; a 1.0% disposition fee on homes it sells; and acquisition fees of 0.75% to 2.0% to Evergreen Development Services. At the 3,000 sales the company plans in the VineBrook Portfolio for about $390.8 million, a 1.0% fee would be up to roughly $3.9 million (our arithmetic; it applies only where the asset manager provides disposition services). The company also paid $1.75 million twice, in July and September 2025, issued $5.0 million of Class C OP units to the Evergreen manager, and booked $19.8 million of restructuring charges in 2025. Our property-management fee comparison puts the 2.5% headline next to the rest of the schedule.

The filings do not say who owns Evergreen. The 10-K lists the manager's “limited operating history” among its risk factors and notes the manager can compete with VineBrook for residents; we have not found a statement of its ownership in the documents we read.

NAV: how it is set and what it has done

NAV started at $25.00 on November 1, 2018 and climbed with the rent roll, reaching $36.56 at the end of 2020, $54.14 at the end of 2021 and $63.04 on December 31, 2022, the highest in the series. It has fallen in 10 of the 14 quarters since December 2022.

How the number is built. Until mid-2025 a third party, Green Street, valued the portfolio and the adviser added transaction costs before recommending a figure to the Pricing Committee. “Effective for valuations beginning on September 30, 2025,” the 10-K says, the adviser itself calculates a range using cap rates supplied by Green Street, and the committee takes the midpoint. Our earlier VineBrook tender-offer page stopped at December 2024 because the 10-Q table starts there; the 10-Ks give the full series and show $63.04 as the high.

At December 31, 2025 the components were homes at $3,882.2 million, other assets $325.6 million, debt $(2,201.6) million, preferred equity $(188.6) million and other liabilities $(95.2) million, leaving $1,722.4 million, or $54.88 on 31.4 million diluted shares. Debt plus preferred is 61.6% of the home value (our arithmetic), which is why the company states that “a 1% increase in the value of properties” would add $1.23 a share. The June 2026 10-Q gives the $52.68 but not the component table, so we cannot say how much of the $2.20 drop since December came from values and how much from debt and costs.

A cross-check we can do and should not over-read: the NAV home value works out to about $190,700 a home at December 2025 (VineBrook Portfolio, 20,355 homes; our arithmetic), while the homes actually sold averaged $137,800 in 2025 and the 2,324 homes held for sale at June 30, 2026 carry $264.4 million, about $113,800 each. The homes chosen for sale are not a random sample, so this is not proof of anything, but it is the comparison a holder can make from the filings.

Distributions: paid every quarter, not covered by earnings

The common dividend has been $0.5301 a quarter, $2.1204 a year, in 2021, 2022, 2024 and 2025. The 2023 figure in the 10-K is $1.5903 because the fourth-quarter dividend was approved on January 26, 2024 and counted in 2024; that is our reading, and we found no filing that suspends the common distribution. In the first half of 2026 it declared $1.0602 a share and approved another $0.5301 on August 10, 2026. Against the $52.68 NAV that is 4.0% a year (our arithmetic); the DRIP issues shares at 97% of NAV.

The company publishes its own coverage ratios. For the six months to June 30, 2026 the VineBrook Portfolio shows FFO coverage of -0.96x, Core FFO -0.10x and AFFO -0.41x; consolidated, including NexPoint Homes, they are -1.18x, -0.36x and -0.66x. Six-month net loss was $84.5 million ($64.7 million attributable to stockholders), against $109.1 million a year earlier. By year, the VineBrook segment's Core FFO ran $57.2 million (2022), $13.9 million (2023), $37.7 million (2024) and $36.5 million (2025) while the consolidated net loss was $280.1 million, $194.4 million and $193.3 million in the last three years.

The repurchase program and the tender

Holders could once sell back at NAV, quarterly, up to 5% of aggregate NAV. In December 2022 the company repurchased 271,475 shares at $62.97, with the board capping that quarter at $17.1 million. After that the only purchases have been hardship cases each December: 8,105 shares at $60.23 (2023), 21,410 at $55.45 (2024) and 46,913 at $54.84 (2025). The 10-K says “On July 28, 2025, the Board determined to indefinitely suspend the Share Repurchase Plan, subject to limited exceptions for death, disability or other hardship circumstances.” The repurchase plan has been suspended since July 28, 2025, and the October 2026 tender filled about 33.02% of what holders offered.

That tender, at $33.00 against the $52.68 NAV, drew 2,753,350 shares for 909,090 places, leaving 25,327,913 shares outstanding. The detail (the financing condition, the lender tied to the adviser, the two book values) is on our tender-offer page and we do not repeat it. The CEO's comment in the final-results release was: “We remain optimistic about the Company's future and will keep pursuing longer-term liquidity and value creation opportunities for our stockholders.” No filing names a date for a further tender, a listing or a reopening of the plan. For how this tender compares with others this year, see our non-traded REIT tender-offer list.

Homes: how many, where, and what is being sold

From the peak to June 2026 the count is down 5,651 homes, or 20.8% (our arithmetic). Sales are concentrated in the Midwest metros the company started in, and in Atlanta:

At June 30, 2026 the company had 2,324 homes classified as held for sale and a further 840 in the VineBrook Portfolio and 241 in NexPoint Homes identified as “make-ready dispositions”: 3,405 homes, or 15.8% of the total (our arithmetic). Its stated plan is about 3,000 sales in the VineBrook Portfolio for $390.8 million and about 725 in NexPoint Homes for $183.9 million over twelve months, about 3,725 homes. The 10-K in March had said about 4,600. Sales cost money before they raise it: first-half impairments were $30.2 million against $35.9 million of gains. Sales also cut income: second-quarter total NOI fell 28.9% and revenue 13.7% (our arithmetic) from a year earlier, though the company expects the loss to be offset by interest saved. The newest market list is in the 10-Q; our single-family rental census puts these numbers beside Invitation Homes and American Homes 4 Rent, which have public prices.

Occupancy and rent. At June 30, 2026 the VineBrook Portfolio was 94.3% occupied (95.7% a year before) at an average effective rent of $1,357 ($1,325). In the 2024-2025 same-home pool, 2025 occupancy was 95.0% (96.3%) and rent $1,316 ($1,310). A third of the portfolio, 32.0%, was outside the “stabilized” group, up from 23.8%.

Debt: what is owed, to whom, and when

On August 14, 2026 a $547.0 million, 5.948% five-year loan from MassMutual repaid the JPM Term Loan and a $30.0 million Bluerock Loan, and the 10-Q states that after June 30 the company “paid off $542.0 million of the debt obligations coming due.” It also states: “As of the date of issuance, the Company does not have sufficient liquidity to satisfy these obligations,” referring to $612.2 million due within twelve months, mostly the two NexPoint Homes MetLife notes, the JPM Acquisition Facility and the convertible notes. Management's plan is partial paydowns, extensions, refinancing of the MetLife notes and home sales; it reports it is in compliance with all debt covenants and concludes refinancing is probable, while adding that there can be no assurance. A disclosed twelve-month shortfall is a statement about the future, not a default, and the filings report none. Cash was $24.5 million with $69.9 million restricted; total assets $3,007.1 million against liabilities of $2,724.3 million and a stockholders' deficit of $178.8 million. We put it beside other maturity walls in our CRE debt maturity piece.

Who lent the small loans. The Ohio State Life Insurance Company (“OSL”) is described in the filings as “an entity that may be deemed to be an affiliate of the Company's Adviser through common beneficial ownership.” OSL lent $10.0 million at 9.0% (February 2025), $10.0 million at 9.0% (August 2025), $15.0 million at 9.25% (February 2026) and $5.0 million at 9.50% (June 2026), took $15.0 million of a $30.0 million loan at 10.0% in July 2026, and lent $25.0 million at 10.0% for one year on September 28, 2026. Against a 5.948% five-year loan from MassMutual, these are the short, costly layer. The preferred stock adds another: $63.7 million of 9.50% Series B issued July 31, 2023 steps up to 10.00% after four years, 11.00% after five and by 2.00% a year to a maximum of 17.00%, and the company says it intends to redeem it before the fourth anniversary, which falls on July 31, 2027.

Litigation and regulation

The second-quarter 10-Q says management is not aware of any legal proceedings likely to have a material adverse effect, or any contemplated by government agencies. The filings do describe two lawsuits about the adviser's wider group, a Highland bankruptcy litigation sub-trust suit (whose claims were assigned to Hunter Mountain Investment Trust and whose stay was lifted effective July 15, 2026) and a suit by UBS Securities LLC to collect $1.3 billion of judgments against Highland-managed entities. The company states that “Neither the Bankruptcy Trust Lawsuit nor the UBS Lawsuit include claims related to our business or our assets,” and does not expect a material effect. We name no individuals in either case.

On regulation, the ROAD to Housing Act, enacted July 11, 2026 and effective January 7, 2027, “generally imposes a federal restriction” on the company's ability to buy single-family homes, with exemptions for build-to-rent, purchases from other large investors and homes needing substantial renovation. Management says it has focused on selling and not on buying through the MLS, but warns that the law and similar state and local rules could raise costs and reduce access to capital.

Governance: two meetings nobody could hold

The 2025 annual meeting convened on June 10, 2025 and was adjourned without a quorum; the company cancelled the reconvened July 28 session after proxies covering 26.57% of eligible shares arrived. In 2026 the meeting convened on June 2, was adjourned, and was cancelled on July 6 with 6.06% voted. A quorum needs a majority of outstanding shares. The directors were never elected at either meeting, and nothing in the filings says when the next attempt will be. Directors and officers as a group hold 2.6% of the common stock; the largest listed holder, APC-VB Homes, LLC, 8.6%. Our Highlands REIT review shows the same pattern, four times, at another non-traded REIT.

If you rent one of these homes

The investor is who this page is for, but if you landed here as a tenant: the owner of a VineBrook Portfolio home is a subsidiary LLC of VineBrook Homes Trust, Inc.; since October 23, 2025 the manager is Evergreen Residential Management, LLC, and the 1,871 NexPoint Homes properties are managed by Mynd Management, Inc. Some single-purpose entities keep independent managers, usually while a sale is pending. The 10-Q shows the company is preparing thousands of homes for sale; a sale changes the owner and possibly the manager, and the lease and your state's law govern what that means, which we do not advise on. The 10-K also warns that third parties have run “fake landlord” scams “posing as VineBrook Homes and fraudulently collecting rent on properties they do not own,” so confirm any payment instruction with your property manager directly.

What a holder can do with this

1. Check what you hold and what the plan does. The repurchase plan is suspended and no date is given; the only liquidity in 2026 was the tender at $33.00. Read our tender page before relying on a second offer.
2. Watch four dates. The September 30 10-Q (last year's came November 7); the next NAV; the 2027 maturities of the NexPoint Homes notes, the JPM Acquisition Facility and the convertible notes; and July 31, 2027 for the Series B step-up.
3. Read the NAV as an equity residual. A 1% change in home values moves it $1.23 a share, and at 62% of home value in debt and preferred, a small change in cap rates moves it more than the quarter-to-quarter drift suggests.
4. Keep records. Purchase confirmations, DRIP statements at 97% of NAV and Form 1099 income matter if you later sell or claim a loss.

Verdict

VineBrook earns 1.5 out of 5. As a business it is functioning: homes are rented at 94.3%, rents are rising, the 5.948% MassMutual refinancing closed, covenants are reported as met and the distribution is paid. As an investment vehicle it has several marks against it that sit together: a NAV 16.4% below its peak that the adviser now calculates itself, a plan to sell about 3,725 homes to meet debt, a stated twelve-month liquidity shortfall, loans at 9% to 10% from lenders tied to the adviser, a distribution its own coverage ratios do not support, a repurchase plan closed since July 2025 and two annual meetings with almost no one voting. None of that is a prediction of default. It is the record as of October 17, 2026, and the next 10-Q will show whether the sales and refinancings are closing the gap.

FAQ

Sources: SEC EDGAR, VineBrook Homes Trust, Inc., CIK 1755755, retrieved October 17, 2026. Form 10-Q for the quarter ended June 30, 2026 (accession 0001193125-26-351798) and for March 31, 2026 (0001193125-26-214098); Forms 10-K for 2021 (0001437749-22-004168), 2022 (0001755755-23-000003), 2023 (0001755755-24-000022), 2024 (0001755755-25-000005) and 2025 (0001193125-26-102071); proxy statement filed April 10, 2026 (0001437749-26-012027); Forms 8-K of August 4, 2023 (0001437749-23-022170), April 27, 2023 (0001437749-23-011211), June 13, 2025 (0001437749-25-020328), July 25, 2025 (0001437749-25-023530), July 6, 2026 (0001437749-26-022771) and September 28, 2026 (0001437749-26-031348); Schedule TO-I/A Amendment No. 4 and its Exhibit 99(a)(5)(E) of October 7, 2026 (0001437749-26-032321); EDGAR filing list for the 10-Q dates. Last filing on EDGAR as of October 17, 2026: October 7, 2026. This is analysis of public documents, not investment, legal or tax advice.