v3.25.4
Organization and Description of Business
12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business

1. Organization and Description of Business

VineBrook Homes Trust, Inc. (the “Company”, “VineBrook”, “we”, “us”, “our”) was incorporated in Maryland on July 16, 2018 and has elected to be taxed as a real estate investment trust (“REIT”). The Company believes the current organization and method of operation will enable it to maintain its status as a REIT. The Company is focused on acquiring, renovating, leasing, maintaining and otherwise managing single family rental (“SFR”) home investments primarily located in large to medium size cities and suburbs located in the midwestern, heartland and southeastern United States and providing our residents with affordable, safe and clean dwellings with a high level of service. The Company has begun to acquire newer homes in “built-to-rent” (“BTR”) communities in higher growth submarkets within or complementary to our existing geographic footprint. Substantially all of the Company’s business is conducted through VineBrook Homes Operating Partnership, L.P. (the “OP”), the Company’s operating partnership, as the Company owns its properties indirectly through the OP. As of December 31, 2025, there were a combined 22,923,950 Class A, Class B and Class C units of the OP (collectively, “OP Units”), of which 17,861,199 Class A OP Units, or 77.9%, were owned by the Company, 2,814,062 Class B OP Units, or 12.3%, were owned by NexPoint Real Estate Opportunities, LLC (“NREO”), 99,577 Class C OP Units, or 0.4%, were owned by NRESF REIT Sub, LLC (“NRESF”), 157,144 Class C OP Units, or 0.7%, were owned by GAF REIT, LLC (“GAF REIT”) and 1,991,968 Class C OP Units, or 8.7%, were owned by limited partners that were sellers in the Formation Transaction (as defined below) (the “VineBrook Contributors”), former employees of the Legacy VineBrook Manager (as defined below), the Evergreen Manager (as defined below), or other Company insiders. NREO, NRESF and GAF REIT are noncontrolling limited partners unaffiliated with the Company but are affiliates of the Adviser (as defined below). The Third Amended and Restated Limited Partnership Agreement of the OP (as amended, the “OP LPA”) generally provides that Class A OP Units and Class B OP Units each have 50.0% of the voting power of the OP Units, including with respect to the election of directors to the board of directors of the OP whose sole responsibility is appointment and removal of the general partner of the OP, and the Class C OP Units have no voting power. Each Class A OP Unit, Class B OP Unit and Class C OP Unit otherwise represents substantially the same economic interest in the OP. VineBrook Homes OP GP, LLC (the “OP GP”), is the general partner of the OP with exclusive management powers over the business and affairs of the OP and is a wholly owned subsidiary of the Company. The Company determined it must consolidate the OP under the VIE model as it was determined the Company both controls the direct activities of the OP and has the right to receive benefits that could potentially be significant to the OP. The Company has power to direct the activities of the OP because the OP GP is a wholly owned subsidiary of the Company and the Company determined it was the party most closely associated with the OP.

The Company’s mission is to provide our residents with affordable, safe, clean and functional homes with a high level of service through institutional, quality management. Our investment objective is to acquire properties with cash flow growth potential, renovate (when appropriate) and maintain our homes to deliver a high-quality resident experience, while providing quarterly cash distributions and seeking long-term capital appreciation for our stockholders.

The Company began operations on November 1, 2018 as a result of the acquisition of various partnerships and limited liability companies owned and operated by the VineBrook Contributors and other third parties, which owned 4,129 SFR assets located in Ohio, Kentucky and Indiana (the “Initial Portfolio”) for a total purchase price of approximately $330.2 million, including closing and financing costs of $6.0 million (the “Formation Transaction”). On November 1, 2018, the Company accepted subscriptions for 1,097,367 shares of its Class A common stock, par value $0.01 (“Common Stock”), for gross proceeds of approximately $27.4 million in connection with the Formation Transaction. The proceeds from the issuance of Common Stock were used to acquire OP Units. The OP used the capital contribution from the Company to fund a portion of the purchase price for the Initial Portfolio. The remaining purchase price and closing costs were funded by a capital contribution totaling $70.7 million from NREO, $8.6 million of equity rolled over from VineBrook Contributors, and $241.4 million from a Federal Home Loan Mortgage Corporation mortgage provided by KeyBank N.A. (“KeyBank”).

On August 28, 2018, the Company commenced the offering of 40,000,000 shares of Common Stock through a continuous private placement (the “Private Offering”), under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) for a maximum of $1.0 billion of its Common Stock. The Private Offering closed on September 14, 2022. The initial offering price for shares of Common Stock sold through the Private Offering was $25.00 per share. The Company conducted periodic closings and sold Common Stock shares at the prior net asset value (“NAV”) per share as recommended by the Adviser and approved by the pricing committee (the “Pricing Committee”) of the Company’s board of directors (the “Board”) pursuant to the valuation methodology approved by the Board (the “Valuation Methodology”), plus applicable fees and commissions. The NAV per share is calculated on a fully diluted basis and is unaudited. NAV may differ from the values of our real estate assets as calculated in accordance with the generally accepted accounting principles in the United States (“GAAP”).

Between November 1, 2018 and December 31, 2025, the Company, through special purpose limited liability companies (“SPEs”) owned by the OP, purchased 21,185 additional homes and sold 4,959 homes within the VineBrook Portfolio (as defined below) (see Note 3), and through the OP’s consolidated investment in NexPoint Homes (as defined in Note 2) purchased 2,573 additional homes and sold 538 homes. The Company, through the OP’s SPEs, indirectly owned an interest in 20,355 homes (the “VineBrook Portfolio”) in 19 states, and through its consolidated investment in NexPoint Homes, indirectly owned an interest in an additional 2,035 homes (the “NexPoint Homes Portfolio”), for a total of 22,390 homes in 21 states as of December 31, 2025. We refer to the VineBrook Portfolio and the NexPoint Homes Portfolio collectively as our Portfolio. The acquisitions of the additional homes in the VineBrook Portfolio were funded by loans (see Note 5), proceeds from the sale of Common Stock and Preferred Stock (as defined below) and excess cash generated from operations.

The Company is externally advised by the NexPoint Real Estate Advisors V, L.P. (the “Adviser”) through an agreement dated November 1, 2018, which was subsequently amended and restated on May 4, 2020, and further amended on October 25, 2022 and February 27, 2024 (the “Advisory Agreement”). The Advisory Agreement will automatically renew on the anniversary of the renewal date for one-year terms hereafter, unless otherwise terminated. The Adviser provides asset management and other corporate-level services to the Company. Prior to the OP acquiring all of the outstanding equity interests of VineBrook Homes, LLC (the “Legacy VineBrook Manager”), which was completed on August 3, 2023 (the “Internalization”), the OP caused the SPEs to retain the Legacy VineBrook Manager, an affiliate of certain VineBrook Contributors, to renovate, lease, maintain, and operate the VineBrook properties under management agreements (as amended, the “Legacy VineBrook Management Agreements”). After the Internalization, but prior to the transition to the Evergreen Manager (as defined below), all of the Company’s investment decisions were made by employees of the Company and Adviser, subject to general oversight by the OP’s investment committee and the Company's board of directors (“Board”). Subsequent to the Externalization (as defined below), all of the Company's investment decisions are made by officers of the Company and the Adviser, subject to general oversight by the Board and with the recommendations of the Evergreen Manager (as defined below), the Asset Manager (as defined below) and the Service Provider (as defined below).

On June 10, 2025, the OP caused certain of its subsidiaries to enter into property management agreements (the “Management Agreements”) with Evergreen Residential Management, LLC (the “Evergreen Manager”) to renovate, lease, maintain, and generally operate the Company’s properties within the VineBrook Portfolio. Pursuant to the Management Agreements, responsibility for the day-to-day management of the properties, leasing the properties, managing resident situations, collecting rents, paying operating expenses, managing maintenance issues, accounting for each property using GAAP and other responsibilities customary for the management of single-family rental properties transitioned to the Evergreen Manager (the “Externalization”). We refer to October 23, 2025, the date that the last property in the VineBrook Portfolio transitioned to the Management Agreements, as the “Transition Effective Date”. On the Transition Effective Date, all of the Legacy VineBrook Management Agreements were terminated. As a result of the Management Agreements, as of the Transition Effective Date, the VineBrook Portfolio is now externally managed by the Evergreen Manager. Under the Management Agreements, monthly in arrears, the Evergreen Manager is entitled to (1) a property management fee equal to 2.5% of collected rents, (2) a shared services agreement fee that shall not exceed the greater of 6.0% of collected rents and $75 per property, less any property management fee paid, (3) a major repair and maintenance fee of 10% of expenses for projects with an individual expense equal to or greater than $5,000 or an aggregate expense equal or greater than $10,000,

subject to a maximum of $3,500, (4) new lease commissions equal to the greater of 40% of first-month’s rent or $600, and (5) renewal lease commission equal to the greater of 40% of first-month’s rent and $600. The Evergreen Manager is also entitled to other repair, maintenance, vacancy and turnover fees on a per property basis. The Management Agreements have an initial seven-year term with one-year automatic renewals, unless otherwise terminated. Either party may choose not to renew the Management Agreement at the end of any term by providing at least 90 days’ prior notice and, if terminated by the subsidiary of the OP, with a payment to the Evergreen Manager equal to fees under the Management Agreement for 90 days after termination. Certain SPEs from time to time may have property management agreements with independent third parties. These are typically the result of maintaining legacy property managers after an acquisition to help transition the properties to the Company or, in the case of a future sale, to manage the properties until they are sold.

On June 10, 2025, the SPEs entered into asset management agreements (the “Asset Management Agreements”) with Evergreen Asset Management, LLC (the “Asset Manager”) to provide asset management, operation, accounting support, leasing, repair and turnover scope of work and property accounting services as well as disposition services. Under each Asset Management Agreement, the Asset Manager is entitled to an annual fee equal to 0.24% of the NAV of the properties subject to the Asset Management Agreement, to be paid monthly in arrears. The NAV of the properties subject to the Asset Management Agreement will be calculated by prorating the Company’s NAV based on the value of those properties relative to the Company’s overall NAV. In addition, the Asset Manager shall be reimbursed for all reasonable, documented out-of-pocket expenses incurred in performance of its services. The Asset Manager will also receive a disposition fee of 1.0%, payable at the closing of such sale, of the gross sales price for each property for which the Asset Manager provides disposition services.

On June 10, 2025, the OP and Evergreen Development Services, LLC (the “Service Provider”) entered into a real estate development services agreement (the “Development Services Agreement”) to provide for the identification, sourcing, inspection and acquisition of properties on behalf of the OP. Under the Development Services Agreement, the Service Provider is entitled to an acquisition fee of (1) 2.0% of the price paid to acquire the property if the acquired property is not part of a broadly marketed process, (2) 1.375% of the price paid to acquire the property if it is part of a broadly marketed process from a third party with structured bid timelines or (3) 0.75% of the price paid to acquire the property if the acquired property is acquired solely as a result of a non-broadly marketed process and neither Service Provider nor its affiliates received or accessed information regarding such property prior to the OP. In addition, the Service Provider is entitled to (1) a due diligence inspection fee of $450 for the completion of diligence on a target property, (2) a clean and secure fee for cleaning and secure services after a property is acquired of $450 per property and (3) a project administration services fee for project administration services prior to occupation of (A) $1,000 if related to new-build homes already completed upon closing that require make-ready repairs or (B) $3,500 if related to contracted forward home deliveries requiring project oversight for construction and punch list completion.

Also on June 10, 2025, the OP, the Evergreen Manager and the Service Provider entered into a letter agreement (the “Letter Agreement” to set forth certain agreements among the parties related to the Externalization, including certain termination rights and fees in the Management Agreements and the Development Services Agreement described above. Pursuant to the Letter Agreement, the OP paid $1.75 million to the Evergreen Manager on July 21, 2025, the date the first property was transitioned to a Management Agreement and paid an additional $1.75 million on September 5, 2025. The amounts paid to the Evergreen Manager are included within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). In addition, during the year ended December 31, 2025, the OP issued Class C OP Units with a value of $5.0 million to the Evergreen Manager, which is amortized on a straight-line basis over the seven-year term. For the year December 31, 2025, less than $0.1 million of amortization expense related to the issuance of the Class C OP Units are included within property management fees and general and administrative expense, respectively, on the consolidated statements of operations and comprehensive income (loss).

Additionally, the Service Provider is entitled to a measurement period service fee for any measurement period in which the Service Provider presents the OP with qualified target properties with an aggregate fair market value of $600.0 million and the OP, directly or indirectly, fails to acquire properties with an aggregate purchase price of at least the lesser of $250.0 million and 41.7% of the aggregate fair value of the target properties presented during the measurement

period (the lesser, the “Minimum Spend Amount”). The measurement period service fee (“Measurement Period Service Fee”) for any measurement period is equal to 2% of the positive difference between the Minimum Spend Amount in the applicable measurement period and the aggregate purchase price for acquired properties during the applicable measurement period. If, during any measurement period, the OP, directly or indirectly, acquires properties with an aggregate purchase price over the minimum spend amount, such additional amount may be used to satisfy the Minimum Spend Amount in any subsequent measurement period. A measurement period is each consecutive 12-month period within the first 36 months after the date of the Development Services Agreement.

In connection with the Externalization, on June 10, 2025, the Company committed to a reduction in force involving approximately 500 employees, representing 100% of its full-time employees. These actions were part of a Company restructuring to externalize management of the VineBrook Portfolio and under which the Evergreen Manager assumed broad responsibility for the renovation, leasing, maintenance, and operation of the VineBrook Portfolio. The Company completed the reduction in force as of December 31, 2025. As part of this restructuring, the Evergreen Manager and its affiliates have hired a significant number of legacy VineBrook employees as of December 31, 2025. As of December 31, 2025, the Company had zero separation benefits accrued. For the year ended December 31, 2025, the Company incurred restructuring charges of $19.8 million included within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss), of which $10.4 million was related to non-cash stock-based compensation expense due to accelerated vesting of awards from terminated employees (see Notes 7 and 8). The Company also incurred $2.0 million included within depreciation and amortization expense on the consolidated statements of operations and comprehensive income (loss) relating to the write off of certain internally developed software and also revised the estimated amortization for other internally developed software (see Note 2). There were no similar restructuring charges incurred during fiscal year 2024 or 2023.