VineBrook Offers to Buy Back $30M of Stock at 37% Discount to NAV

VineBrook Homes Trust Inc. has launched a tender offer to buy back up to $30 million, or 909,090 shares, of its Class A common stock at $33.00 per share, a price equal to 62.6% of the nontraded real estate investment trust’s most recent net asset value.

The offer price compares with a NAV per share of $52.68 that VineBrook’s board pricing committee approved Aug. 14, based on values as of June 30. The valuation was calculated by adviser NexPoint Real Estate Advisors V, L.P., using capitalization rates for each metropolitan market supplied by Green Street Advisors LLC, according to VineBrook.

The offer marks VineBrook’s first broad liquidity mechanism for stockholders since it suspended its amended and restated share repurchase plan in December 2022, generally subject to exceptions for death, disability, or similar hardship. Stockholders have otherwise had access to liquidity only through LODAS Securities.

VineBrook said it will not accept repurchase requests, including hardship requests, while the tender offer is pending and for 10 business days afterward.

The offer is not conditioned on a minimum number of shares being tendered and is set to expire at 5 p.m. ET on Oct. 5, unless extended or withdrawn. It is, however, contingent on VineBrook closing a debt financing that generates gross proceeds of at least $25 million, a condition the company said it expects to satisfy at least five business days before expiration. If that financing condition is not met by then, VineBrook said it plans to amend its tender offer statement on Schedule TO to disclose any material change to its financing plans and to extend the offer as necessary.

VineBrook estimated the maximum cost of the purchase at approximately $31 million, including about $1 million in fees and expenses, to be funded with available cash – the company reported approximately $24.5 million in cash and cash equivalents as of June 30 – and net proceeds from the financing. Shares tendered above the 909,090-share cap will be prorated, though VineBrook said it may increase the number of shares accepted by up to 2% of its 26,236,818 outstanding shares, or roughly 524,736 additional shares, without amending or extending the offer.

Neither the company, its board, LODAS Transfer LLC serving as depositary and paying agent, dealer-manager RBC Capital Markets LLC, nor information agent NexPoint Securities Inc. is making a recommendation on whether stockholders should tender their shares, VineBrook said. VineBrook said none of its directors or executive officers intends to participate in the offer.

In a letter to stockholders dated Sept. 4, John Good, president and chief executive officer, said the company continues to make “meaningful progress” executing its long-term strategy, citing its expansion into build-to-rent communities and improvements to its capital stack and debt maturity profile. Good said management remains optimistic about VineBrook’s prospects and that the company’s value-creation strategy remains intact for stockholders who do not need immediate liquidity.

The offer follows a period of management and operating turnover at VineBrook. VineBrook eliminated its roughly 500-person workforce in mid-2025, externalizing property and asset management to Evergreen Residential Management LLC. That followed the December 2024 appointment of Good, after Brian Mitts resigned from the role.

VineBrook Homes Trust is an externally advised, nontraded REIT that owns and operates single-family rental homes concentrated in midwestern, heartland, and southeastern U.S. markets, including a build-to-rent segment VineBrook describes as growing. In weighing the offer price, VineBrook’s board also considered trading levels of publicly listed single-family rental peers American Homes 4 Rent (NYSE: AMH) and Invitation Homes Inc. (NYSE: INVH) relative to their estimated NAVs.

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