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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 28, 2026

 

 

VINEBROOK HOMES TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

300 Crescent Court, Suite 700

Dallas, Texas, 75201

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (214) 276-6300

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

On September 28, 2026, VineBrook Homes Trust, Inc. (the “Company”), through its indirect subsidiaries VB Thirteen, LLC (“VB Thirteen”) and VB Fourteen, LLC (together with VB Thirteen, the “Borrowers”), entered into a credit agreement (the “Credit Agreement”) with The Ohio State Life Insurance Company (“OSL”) in an aggregate principal amount of $25.0 million (the “Loan”), $4.0 million of which was funded on September 28, 2026, and the remaining $21.0 million to be funded on a date agreed upon by the Borrowers and OSL which shall be no later than October 2, 2026.

 

The Credit Agreement matures on September 28, 2027, bears interest at a rate of 10.0% per annum, payable monthly, is secured by a pledge by VineBrook Homes Operating Partnership, L.P., the operating partnership of the Company (the “OP”), of its membership interests in the Borrowers, a pledge by the Borrowers of their membership interests in VB Clovis, LLC and by the proceeds of sales of certain real property and required that the Borrowers pay a 1.0% origination fee at closing. Additionally, the OP has agreed to guarantee certain obligations of the Borrowers pursuant to a non-recourse carve-out guaranty.

 

Amounts owed under the Credit Agreement may be voluntarily prepaid, subject to a 1.0% prepayment fee (the “Exit Fee”) of the principal amount of the Loan being repaid. In addition, upon the sale of certain properties, the Company must use the sale proceeds to prepay an allocated loan amount related to such properties plus the Exit Fee.

 

The Credit Agreement also contains representations and warranties, affirmative and negative covenants and events of default that the Company considers customary for an agreement of this type, including covenants setting a maximum debt to capital ratio, a minimum net asset value and a minimum net operating income level. If an event of default occurs, OSL may require the immediate repayment of all outstanding borrowings and accrued and unpaid interest thereon.

 

OSL may be deemed to be an affiliate of NexPoint Real Estate Advisors V, L.P., the Company’s external Adviser, through common beneficial ownership.

 

This description of the material terms of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

         

 

The information contained in Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement is incorporated by reference in this Item 2.03.

 

 

Exhibits

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.