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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-Q

____________________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to __________

Commission File Number 000-56274

____________________________________________________________

VINEBROOK HOMES TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)

____________________________________________________________


Maryland			83-1268857
(State or other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


300 Crescent Court, Suite 700, Dallas, Texas			75201
(Address of Principal Executive Offices)			(Zip Code)

(214) 276-6300

(Telephone Number, Including Area Code)

____________________________________________________________

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol

Name of each exchange on which registered

N/A

____________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	o	Accelerated Filer	o
Non-Accelerated Filer	x	Smaller reporting company	o
Emerging growth company	x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 13, 2025, the registrant had 25,778,073 shares of its Class A Common Stock, par value $0.01 per share, and no shares of its Class I Common Stock, par value $0.01 per share, outstanding.

Table of Contents

VineBrook Homes Trust, Inc.

Form 10-Q

Quarter Ended June 30, 2025

INDEX


			Page

Cautionary Note Regarding Forward-Looking Statements			ii
Part I
Item 1. Financial Statements
Consolidated Balance Sheets			1
Consolidated Unaudited Statements of Operations and Comprehensive Income (Loss)			2
Consolidated Unaudited Statements of Stockholders' Equity			3
Consolidated Unaudited Statements of Cash Flows			4
Notes to Consolidated Unaudited Financial Statements			5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			39
Item 4. Controls and Procedures			40
Part II
Item 1. Legal Proceedings			41
Item 1A. Risk Factors			41
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			41
Item 3. Defaults Upon Senior Securities			41
Item 4. Mine Safety Disclosures			41
Item 5. Other Information			41
Item 6. Exhibits			42
Signatures			43

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) of VineBrook Homes Trust, Inc. (“VineBrook”, “we”, “us”, “our”, or the “Company”) other than historical facts may be considered forward-looking statements. In particular, statements relating to our business and investment strategies, plans or intentions, our liquidity and capital resources, our performance and results of operations, refinancing of the Warehouse Facility (as defined below) and the MetLife Note (as defined below) and our intent to invest in newer homes in BTR (as defined below) communities in higher growth markets contain forward-looking information and disclosures. Furthermore, all statements regarding future financial performance (including market conditions) are forward-looking statements. We caution investors that any forward-looking statements presented in this Form 10-Q are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “would,” “result,” the negative version of these words and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements.

Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We caution you against relying on any of these forward-looking statements.

Some of the risks and uncertainties that may cause our actual results, performance, liquidity or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

•unfavorable changes in economic conditions and their effects on the real estate industry generally and our operations and financial condition, including our ability to access funding and generate returns for stockholders;

•macroeconomic trends including inflation and high interest rates may continue to, and other trends such as tariffs may, adversely affect our financial condition and results of operations;

•risks associated with our limited operating history and the possibility that we may not replicate the historical results achieved by other entities managed or sponsored by affiliates of NexPoint Real Estate Advisors V, L.P. (our “Adviser”);

•our dependence on our Adviser and its affiliates and personnel to conduct our day-to-day operations and potential conflicts of interest with our Adviser and its affiliates and personnel;

•risks associated with the fluctuation in the net asset value (“NAV”) per share amounts;

•loss of key personnel of the Company and our Adviser;

•the risk we make significant changes to our strategies in a market downturn, or fail to do so;

•risks associated with ownership of real estate, including properties in transition, subjectivity of valuation, environmental matters and lack of liquidity in our assets;

•risks associated with the Evergreen Manager’s ability to terminate the Management Agreements and with any potential internalization of our management functions;

•risks associated with acquisitions, including the risk of expanding our scale of operations and acquisitions, which could adversely impact anticipated yields;

•risks related to increasing property taxes, homeowner’s associations (“HOAs”) fees and insurance costs may negatively affect our financial results;

•risks associated with our ability to identify, lease to and retain quality residents, including those relating to housing market conditions;

•risks associated with leasing real estate, including the risks that rents do not increase sufficiently to keep pace with inflation and other rising costs of operations and loss of residents to competitive pressures from other types of properties or market conditions;

•risks related to governmental laws, executive orders, regulations and rules applicable to our properties or that may be passed in the future which may impact operations, costs, revenue or growth;

•risks relating to the timing and costs of the renovation of properties which has the potential to adversely affect our operating results and ability to make distributions;

•risks associated with pandemics, including the future outbreak of other highly infectious or contagious diseases;

•risks related to our ability to change our major policies, operations and targeted investments without stockholder consent;

•risks related to climate change and natural disasters;

•risks related to our use of leverage;

•risks associated with our substantial current indebtedness and indebtedness we may incur in the future, rising interest rates and the availability of sufficient financing;

•risks related to failure to maintain our status as a real estate investment trust (“REIT”);

•risks related to failure of our OP (as defined below) to be taxable as a partnership for U.S. federal income tax purposes, possibly causing us to fail to qualify for or to maintain REIT status;

•risks related to compliance with REIT requirements, which may limit our ability to hedge our liabilities effectively and cause us to forgo otherwise attractive opportunities, liquidate certain of our investments or incur tax liabilities;

•the risk that the Internal Revenue Service (“IRS”) may consider certain sales of properties to be prohibited transactions, resulting in a 100% penalty tax on any taxable gain;

•the ineligibility of dividends payable by REITs for the reduced tax rates available for some dividends;

•risks associated with the stock ownership restrictions of the Internal Revenue Code of 1986, as amended (the “Code”) for REITs and the stock ownership limits imposed by our charter;

•recent and potential legislative or regulatory tax changes or other actions affecting REITs;

•failure to generate sufficient cash flows to service our outstanding indebtedness or pay distributions at expected levels;

•risks associated with the Highland Bankruptcy (as defined below), including related litigation and potential conflicts of interest; and

•any of the other risks included under Item 1A, “Risk Factors” in our Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on March 28, 2025 (our "Annual Report").

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. They are based on estimates and assumptions only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

Table of Contents

VINEBROOK HOMES TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	June 30, 2025		December 31, 2024
	(unaudited)
ASSETS
Operating real estate investments
Land	$	513,496	$	527,422
Buildings and improvements	2,701,400		2,739,977
Intangible lease assets	143		—
Total gross operating real estate investments	3,215,039		3,267,399
Accumulated depreciation and amortization	(421,553)		(373,964)
Total net operating real estate investments	2,793,486		2,893,435
Real estate held for sale, net	54,420		55,592
Total net real estate investments	2,847,906		2,949,027
Investments, at fair value	2,416		2,500

Cash	24,524		40,738
Restricted cash	53,109		43,894
Accounts and other receivables, net	12,523		11,231

Prepaid and other assets	46,589		35,497
Interest rate derivatives, at fair value	9,578		21,289
Intangible assets, net	3,928		5,786
Asset-backed securitization certificates	78,964		78,964
Goodwill	20,522		20,522
TOTAL ASSETS	$	3,100,059	$	3,209,448

LIABILITIES AND EQUITY
Liabilities:
Notes payable, net	$	1,890,163	$	1,893,752
Credit facilities, net	551,275		554,135

Accounts payable and other accrued liabilities	49,470		43,847
Accrued real estate taxes payable	38,359		37,235
Accrued interest payable	28,923		30,176
Security deposit liability	26,990		26,063
Prepaid rents	2,583		2,891
Total Liabilities	2,587,763		2,588,099

Redeemable Series A Preferred stock, $0.01 par value: 16,000,000 shares authorized; 4,996,000 and 4,996,000 shares issued and outstanding, respectively	123,157		122,820
Redeemable noncontrolling interests in the OP	256,534		257,454
Redeemable noncontrolling interests in consolidated VIEs	83,001		80,711
Stockholders' Equity:
Class A Common stock, $0.01 par value: 300,000,000 shares authorized; 25,753,592 and 25,377,421 shares issued and outstanding, respectively	260		256
Series B Preferred stock, $0.01 par value: 2,548,240 shares authorized; 2,548,240 and 2,548,240 shares issued and outstanding, respectively	25		25
Additional paid-in capital	778,793		762,904
Distributions in excess of retained earnings	(740,419)		(623,403)
Accumulated other comprehensive income	7,533		14,499
Total Stockholders' Equity	46,192		154,281
Noncontrolling interests in consolidated VIEs	3,412		6,083
TOTAL LIABILITIES AND EQUITY	$	3,100,059	$	3,209,448

See Accompanying Notes to Consolidated Financial Statements

Table of Contents

VINEBROOK HOMES TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Revenues
Rental income	$	90,840	$	90,776	$	181,224	$	179,559
Other income	3,364		969		5,741		2,471
Total revenues	94,204		91,745		186,965		182,030
Expenses
Property operating expenses	21,402		19,765		43,155		39,394
Real estate taxes and insurance	17,912		17,069		35,111		34,256
Property management fees	633		840		1,243		1,629
Advisory fees	4,970		5,187		9,954		10,446
General and administrative expenses	55,302		18,038		76,351		39,255
Depreciation and amortization	32,192		31,378		62,197		63,434
Interest expense	35,117		34,358		70,459		67,662
Total expenses	167,528		126,635		298,470		256,076
Loss on extinguishment of debt	(195)		(73)		(353)		(1,374)
Gain (loss) on sales and impairment of real estate, net	2,845		(5,234)		2,381		(9,121)
Investment income	716		1,819		1,271		2,092
Change in unrealized loss on investments	—		(255)		—		(255)
Reversal of (provision for) loan losses	—		—		500		—
Loss on forfeited deposits	(6)		—		(1,409)		—

Net loss	(69,964)		(38,633)		(109,115)		(82,704)
Dividends on and accretion to redemption value of Redeemable Series A Preferred stock	2,198		2,030		4,397		4,237
Net income attributable to Redeemable Series B Preferred stock	1,513		—		3,026		—
Net loss attributable to redeemable noncontrolling interests in the OP	(10,494)		(5,796)		(16,369)		(12,407)
Net loss attributable to redeemable noncontrolling interests in consolidated VIEs	(3,968)		(5,840)		(9,671)		(11,515)
Net loss attributable to noncontrolling interests in consolidated VIEs	(528)		(921)		(1,343)		(1,814)
Net loss attributable to stockholders	$	(58,685)	$	(28,106)	$	(89,155)	$	(61,205)
Other comprehensive loss
Unrealized loss on interest rate hedges	(3,809)		(6,005)		(8,197)		(3,232)
Total comprehensive loss	(73,773)		(44,638)		(117,312)		(85,936)
Dividends on and accretion to redemption value of Redeemable Series A Preferred stock	2,198		2,030		4,397		4,237
Comprehensive income attributable to Redeemable Series B Preferred stock	1,513		—		3,026		—
Comprehensive loss attributable to redeemable noncontrolling interests in the OP	(11,065)		(6,697)		(17,599)		(12,891)
Comprehensive loss attributable to redeemable noncontrolling interests in consolidated VIEs	(3,968)		(5,840)		(9,671)		(11,515)
Comprehensive loss attributable to noncontrolling interests in consolidated VIEs	(528)		(921)		(1,343)		(1,814)
Comprehensive loss attributable to stockholders	$	(61,923)	$	(33,210)	$	(96,122)	$	(63,953)

Weighted average common shares outstanding - basic	25,724		25,235		25,594		25,167
Weighted average common shares outstanding - diluted	25,724		25,235		25,594		25,167

Loss per share - basic	$	(2.28)	$	(1.11)	$	(3.48)	$	(2.43)
Loss per share - diluted	$	(2.28)	$	(1.11)	$	(3.48)	$	(2.43)

See Accompanying Notes to Consolidated Financial Statements

Table of Contents

VINEBROOK HOMES TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(dollars in thousands, except share and per share amounts)

(Unaudited)


	Series B Preferred Stock		Class A Common Stock
Three Months Ended June 30, 2025		Number of Shares	Par Value		Number of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balances, March 31, 2025		2,548,240	$	25	25,508,642	$	257	$	759,413	$	(667,731)	$	10,771	$	102,735
Net loss attributable to stockholders								—		(58,685)		—		(58,685)
Net income attributable to Series B preferred stockholders								—		1,513		—		1,513
Issuance of Class A common stock					107,289	1		2,102		—		—		2,103
Redemptions of Class A common stock					(18,154)	—		(990)		—		—		(990)


Equity-based compensation					155,815	2		15,875		—		—		15,877
Common stock dividends declared ($0.5301 per share)								—		(14,003)		—		(14,003)
Series B Preferred stock dividends declared ($0.59375 per share)								—		(1,513)		—		(1,513)
Other comprehensive loss attributable to stockholders								—		—		(3,238)		(3,238)
Adjustments to reflect redemption value of redeemable noncontrolling interests in the OP								9,773		—		—		9,773
Adjustments to reflect redemption value of redeemable noncontrolling interests in consolidated VIEs								(7,380)		—		—		(7,380)
Balances, June 30, 2025		2,548,240	$	25	25,753,592	$	260	$	778,793	$	(740,419)	$	7,533	$	46,192


	Series B Preferred Stock		Class A Common Stock
Six Months Ended June 30, 2025		Number of Shares	Par Value		Number of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balances, December 31, 2024		2,548,240	$	25	25,377,421	$	256	$	762,903	$	(623,403)	$	14,500	$	154,281
Net loss attributable to stockholders								—		(89,155)		—		(89,155)
Net income attributable to Series B preferred stockholders								—		3,026		—		3,026
Issuance of Class A common stock					213,927	2		6,999		—		—		7,001
Redemptions of Class A common stock					(31,353)	—		(1,710)		—		—		(1,710)


Equity-based compensation					193,597	2		17,249		—		—		17,251
Common stock dividends declared ($1.06020 per share)								—		(27,861)		—		(27,861)
Series B Preferred stock dividends declared ($1.18750 per share)								—		(3,026)		—		(3,026)
Other comprehensive loss attributable to stockholders								—		—		(6,967)		(6,967)
Adjustments to reflect redemption value of redeemable noncontrolling interests in the OP								5,313		—		—		5,313
Adjustments to reflect redemption value of redeemable noncontrolling interests in consolidated VIEs								(11,961)		—		—		(11,961)
Balances, June 30, 2025		2,548,240	$	25	25,753,592	$	260	$	778,793	$	(740,419)	$	7,533	$	46,192

See Accompanying Notes to Consolidated Financial Statements

VINEBROOK HOMES TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(dollars in thousands, except share and per share amounts)

(Unaudited)


	Series B Preferred Stock		Class A Common Stock
Three Months Ended June 30, 2024		Number of Shares	Par Value		Number of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balances, March 31, 2024		2,548,240	$	25	25,132,484	$	253	$	763,652	$	(472,039)	$	33,564	$	325,430
Net loss attributable to stockholders								—		(28,106)		—		(28,106)
Issuance of Class A common stock					107,515	1		5,534		—		—		5,535
Redemptions of Class A common stock					(25,140)	—		(1,455)		—		—		(1,455)


Equity-based compensation					37,706	1		1,533		—		—		1,534
Common stock dividends declared ($0.5301 per share)								—		(13,762)		—		(13,762)
Series B Preferred stock dividends declared $0.59375 per share)								—		(1,513)		—		(1,513)
Other comprehensive loss attributable to stockholders								—		—		(5,104)		(5,104)
Adjustments to reflect redemption value of redeemable noncontrolling interests in the OP								(8,705)		—		—		(8,705)
Adjustments to reflect redemption value of redeemable noncontrolling interests in consolidated VIEs								(2,897)		—		—		(2,897)
Balances, June 30, 2024		2,548,240	$	25	25,252,565	$	255	$	757,662	$	(515,420)	$	28,460	$	270,982


	Series B Preferred Stock		Class A Common Stock
Six Months Ended June 30, 2024		Number of Shares	Par Value		Number of Shares	Par Value		Additional Paid-in Capital		Distributions in Excess of Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
Balances, December 31, 2023		2,548,240	$	25	25,006,237	$	252	$	776,755	$	(423,769)	$	31,208	$	384,471
Net loss attributable to stockholders								—		(61,205)		—		(61,205)
Issuance of Class A common stock					217,635	2		11,395		—		—		11,397
Redemptions of Class A common stock					(44,827)	—		(2,616)		—		—		(2,616)


Equity-based compensation					73,520	1		2,908		—		—		2,909
Common stock dividends declared ($1.06020 per share)								—		(27,420)		—		(27,420)
Series B Preferred stock dividends declared ($1.18750 per share)										(3,026)				(3,026)
Other comprehensive loss attributable to stockholders								—		—		(2,748)		(2,748)
Adjustments to reflect redemption value of redeemable noncontrolling interests in the OP								(25,837)		—		—		(25,837)
Adjustments to reflect redemption value of redeemable noncontrolling interests in consolidated VIEs								(4,943)		—		—		(4,943)
Balances, June 30, 2024		2,548,240	$	25	25,252,565	$	255	$	757,662	$	(515,420)	$	28,460	$	270,982

See Accompanying Notes to Consolidated Financial Statements

Table of Contents

VINEBROOK HOMES TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)


	For the Six Months Ended June 30,
	2025		2024
Cash flows from operating activities
Net loss	$	(109,115)	$	(82,704)
Adjustments to reconcile net loss to net cash provided by operating activities:
(Gain) loss on sales and impairment of real estate, net	(2,381)		9,121
Depreciation and amortization	62,197		63,434
Non-cash interest expense (income)	12,299		7,985
Change in fair value of interest rate derivatives	(10,415)		(23,252)
Provision for (reversal of) loan losses	(500)		—
Net cash received on derivative settlements	14,480		24,398
Loss on extinguishment of debt	353		1,374
Equity-based compensation	43,627		10,453
Loss on forfeited deposits	1,409		—
Changes in operating assets and liabilities, net of effects of sales and acquisitions:
Accounts receivable	(1,843)		4,429
Prepaids and other assets	(16,584)		(3,292)
Accounts payable and other accrued liabilities	6,387		1,268
Accrued real estate taxes payable	1,124		(3,852)
Accrued interest payable	(1,253)		3,742
Net cash provided by (used in) operating activities	(215)		13,104

Cash flows from investing activities
Net proceeds from sales of investment	302		—



Net proceeds from sales of real estate	83,875		91,355
Prepaid deposits	—		76
Insurance proceeds received	3,492		695
Acquisitions of real estate investments	(18,501)		—
Additions to real estate investments	(23,196)		(35,047)

Net cash provided by investing activities	45,972		57,079

Cash flows from financing activities
Dividends payable	—		(4,710)
Notes payable proceeds received	28,719		303,923
Notes payable payments	(43,245)		(26,704)
Credit facilities proceeds received	13,710		2,759
Credit facilities principal payments	(16,650)		(305,129)



Financing costs paid	(1,635)		(4,667)
Interest rate cap premium paid	—		—


Redemptions of Class A common stock paid	(1,907)		(3,104)

Dividends paid to common stockholders	(15,642)		(14,081)
Series B Preferred stock dividends paid	(3,026)		(3,026)
Payments for taxes related to net share settlement of stock-based compensation	(4,360)		(1,187)


Redemptions of Series A Preferred stock paid	—		(86)
Series A Preferred stock dividends paid	(4,060)		(4,061)
Contributions from redeemable noncontrolling interests in the OP	1,048		1,074
Distributions to redeemable noncontrolling interests in the OP	(4,380)		(1,119)
Redemptions by redeemable noncontrolling interests in the OP	—		(457)

Distributions to redeemable noncontrolling interests in consolidated VIEs	—		38
Contributions from noncontrolling interests in consolidated VIEs	307		103
Distributions to noncontrolling interests in consolidated VIEs	(424)		(450)
Redemptions by noncontrolling interests in consolidated VIEs	(1,211)		(75)
Net cash used in financing activities	(52,756)		(60,959)

Change in cash and restricted cash	(6,999)		9,224
Cash and restricted cash, beginning of period	84,632		85,620
Cash and restricted cash, end of period	$	77,633	$	94,844

Supplemental Disclosure of Cash Flow Information
Interest paid, net of amount capitalized	$	59,413	$	68,374


Supplemental Disclosure of Noncash Activities


Accrued dividends payable to common stockholders	807		752
Accrued distributions payable to redeemable noncontrolling interests in the OP	1,052		1,231
Accrued dividends payable to Series A Preferred stockholders	4,060		4,061
Accrued redemptions payable to common stockholders	990		2,616
Accrued capital expenditures	622		—
Accretion to redemption value of Redeemable Series A Preferred stock	337		176

Asset backed securitization certificates	—		71,868


Write off of fully amortized deferred financing costs	—		1,965
Issuance of Class A common stock related to DRIP dividends	11,412		12,588
DRIP dividends to common stockholders	(11,412)		(12,588)
Contributions from redeemable noncontrolling interests in the OP related to DRIP distributions	412		3,333
DRIP distributions to redeemable noncontrolling interests in the OP	(412)		(3,333)
Conversion of PI Units to OP Units by redeemable noncontrolling interests in the OP	17,796		—
Contributions from redeemable noncontrolling interests in consolidated VIEs related to DRIP distributions	2,786		2,679
DRIP distributions to redeemable noncontrolling interests in consolidated VIEs	(2,786)		(2,679)
Contributions from noncontrolling interests in consolidated VIEs related to DRIP distributions	172		183
DRIP distributions to noncontrolling interests in consolidated VIEs	(172)		(183)

See Accompanying Notes to Consolidated Financial Statements

Table of Contents

VINEBROOK HOMES TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 REIT, and 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. 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 June 30, 2025, there were a combined 24,343,468 Class A, Class B and Class C units of the OP (collectively, “OP Units”), of which 19,641,598 Class A OP Units, or 80.7%, were owned by the Company, 2,814,062 Class B OP Units, or 11.6%, were owned by NexPoint Real Estate Opportunities, LLC (“NREO”), 97,601 Class C OP Units, or 0.4%, were owned by NRESF REIT Sub, LLC (“NRESF”), 154,025 Class C OP Units, or 0.6%, were owned by GAF REIT, LLC (“GAF REIT”) and 1,636,182 Class C OP Units, or 6.7%, were owned by limited partners that were sellers in the Formation Transaction (as defined below) (the “VineBrook Contributors”) 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 as of August 3, 2023, 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’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 (“Freddie Mac”) mortgage (the “Initial 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 NAV per share as determined using the valuation methodology recommended by the Adviser and approved by the pricing committee (the “Pricing Committee”) of 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 June 30, 2025, the Company, through special purpose limited liability companies (“SPEs”) owned by the OP, purchased 20,827 additional homes and sold 4,507 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 470 homes. Together with the Initial Portfolio, the Company, through the OP’s SPEs, indirectly owned an interest in 20,449 homes (the “VineBrook Portfolio”) in 18 states, and with its consolidation of NexPoint Homes, indirectly owned an interest in an additional 2,103 homes (the “NexPoint Homes Portfolio”), for a total of 22,552 homes in 20 states as of June 30, 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 managed by the Adviser through an agreement dated November 1, 2018, 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 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”) that generally had an initial three-year term with one-year automatic renewals, unless otherwise terminated. The Legacy VineBrook Management Agreements were supplemented by a side letter (as amended and restated, the “Legacy VineBrook Side Letter”) by and among the Company, the OP, the OP GP, the Legacy VineBrook Manager and certain of its affiliates. 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 (the “Board”).

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 will transition to the Evergreen Manager (the “Externalization”) by the end of 2025. We refer to the date that the last property in the VineBrook Portfolio is transitioned to the Management Agreements as the “Transition Effective Date.” On the Transition Effective Date, all of the Legacy VineBrook Management Agreements will have terminated. As a result of the Management Agreements, on the Transition Effective Date the VineBrook Portfolio will be 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 Owner, 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” and, together with the Property Management Agreements, the Asset Management Agreements and the Development Services Agreement, the “Externalization Agreements”) 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 will pay $1.75 million to the Evergreen Manager on the date the first property is transitioned to a Management Agreement and will pay an additional $1.75 million to the Evergreen Manager within 45 days after such date. In addition, the OP will issue Class C OP Units with a value of $5.0 million on the earlier of December 31, 2025 and the Transition Effective Date.

Additionally, the Service Provider is also 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 announced it has committed to a reduction in force involving approximately 500 employees, representing 100% of our full-time employees. These actions are part of a Company restructuring that is intended to externalize management of the VineBrook Portfolio and under which the Evergreen Manager intends to assume broad responsibility for the renovation, lease, maintenance, and operation of the VineBrook Portfolio. The Company expects to complete the reduction in force by the end of 2025. As part of this restructuring, the Evergreen Manager and its affiliates are currently in contact with certain employees about potential employment opportunities and may initiate contact with additional employees. Severance may be available to eligible employees if, among other things, they do not accept alternative employment prior to their designated end date. As of June 30, 2025, the Company has $3.8 million relating to separation benefits accrued, which is included within accounts payable and other accrued liabilities on the consolidated balance sheets. Additional separation benefits cannot be reasonably estimated at this time given the uncertainty of eligibility and whether eligible employees will receive severance. For the three and six months ended June 30, 2025, the Company incurred restructuring charges of $12.8 million included within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss), of which $10.3 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.

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2. Summary of Significant Accounting Policies

Basis of Accounting and Use of Estimates

Readers of this Form 10-Q should refer to the audited financial statements and notes to consolidated financial statements of the Company for the year ended December 31, 2024, which are included in our Annual Report, filed with the SEC on March 28, 2025, since we have omitted from this Quarterly Report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to Note 2, Summary of Significant Accounting Policies, in the notes to consolidated financial statements in our Annual Report for further discussion of our significant accounting policies and estimates.

The accompanying unaudited consolidated financial statements are presented in accordance with GAAP and the rules and regulations of the SEC. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates.

In the opinion of management, all adjustments and eliminations necessary for the fair presentation of the Company’s financial position as of June 30, 2025 and December 31, 2024 and results of operations for the three and six months ended June 30, 2025 and 2024 have been included. The unaudited information included in these interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2024 and 2023 included in our Annual Report. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other future period.

Principles of Consolidation

The Company accounts for subsidiary partnerships, limited liability companies, joint ventures and other similar entities in which it holds an ownership interest in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If the Company determines the entity is not a VIE, it evaluates whether the entity should be consolidated under the voting model. The Company consolidates an entity when it controls the entity through ownership of a majority voting interest. As of June 30, 2025, the Company determined it must consolidate the OP, its subsidiaries and the OP’s investment in NexPoint Homes Trust, Inc. (“NexPoint Homes”) (see Note 4) under the VIE model as it was determined the Company both controls the direct activities of the OP and its investments, including NexPoint Homes, and has the right to receive benefits that could potentially be significant to the OP, its subsidiaries and its investment in NexPoint Homes. The Company has control to direct the activities of the OP and its subsidiaries 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 has control to direct the activities of NexPoint Homes because the OP owns approximately 83% of the outstanding equity of NexPoint Homes and the parties that beneficially own over 99% of the operating partnership of NexPoint Homes are related parties to the Company as of June 30, 2025. The Company will continue to evaluate whether the NexPoint Homes entity is a VIE and if the Company is the primary beneficiary of the VIE and should consolidate the NexPoint Homes entity. The consolidated financial statements include the accounts of the Company and its subsidiaries, including the OP, its subsidiaries, and NexPoint Homes. All significant intercompany accounts and transactions have been eliminated in consolidation. OP Units and equity interests in consolidated VIEs that are not owned by the Company are presented as noncontrolling interests in the consolidated financial statements, and income or loss generated is allocated between the Company and the noncontrolling interests based upon their relative ownership percentages. In these consolidated financial statements, redeemable noncontrolling interests in the OP are exclusive of any interests in NexPoint Homes and its SFR OP (as defined in Note 4). Noncontrolling interests in consolidated VIEs are representative of interests in NexPoint Homes and redeemable noncontrolling interests in consolidated VIEs are representative of interests in the SFR OP (as defined in Note 4).

Real Estate Investments

Upon acquisition, we evaluate our acquired SFR properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Since substantially all of the fair value of our acquired properties is concentrated in a single identifiable asset or group of similar identifiable assets and the acquisitions do not include a substantive process, our purchases of homes or portfolios of homes qualify as asset acquisitions. Accordingly, upon acquisition of a property, the purchase price and related acquisition costs (“Total Consideration”) are allocated to land, buildings, improvements, fixtures, and intangible lease assets based upon their relative fair values.

The allocation of Total Consideration, which is determined using inputs that are classified within Level 3 of the fair value hierarchy established by FASB ASC 820, Fair Value Measurement (“ASC 820”) (see Note 6), is based on an independent third-party valuation firm’s estimate of the fair value of the tangible and intangible assets and liabilities acquired or management’s internal analysis based on market knowledge obtained from historical transactions. The valuation methodology utilizes market comparable information, depreciated replacement cost and other estimates in allocating value to the tangible assets. The allocation of the Total Consideration to intangible lease assets represents the value associated with the in-place leases, as one month’s worth of effective gross income (rental revenue, less credit loss allowance, plus other income) as the average downtime of the assets in the portfolio is approximately one month and the assets in the portfolio are leased on a gross rental structure. If any debt is assumed in an acquisition, the difference between the fair value, which is estimated using inputs that are classified within Level 2 of the fair value hierarchy, and the face value of debt is recorded as a premium or discount and amortized or accreted as interest expense over the life of the debt assumed.

Real estate assets, including land, buildings, improvements, fixtures, and intangible lease assets are stated at historical cost less accumulated depreciation and amortization. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. Expenditures for improvements, renovations, and replacements are capitalized at cost. The Company also incurs indirect costs to prepare acquired properties for rental. These costs are capitalized to the cost of the property during the period the property is undergoing activities to prepare it for its intended use. We capitalize interest, real estate taxes, insurance, utilities and other indirect costs as costs of the property only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided that expenditures for the asset have been made and the costs have been incurred. Upon completion of the renovation of our properties, all costs of operations, including repairs and maintenance, are expensed as incurred, unless the renovation meets the Company’s capitalization criteria. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table:


Land			Not depreciated
Buildings			27.5 years
Improvements and other assets			2.5 - 15 years
Acquired improvements and fixtures			1 - 8 years
Intangible lease assets			6 months

As of June 30, 2025, the gross balance and accumulated amortization related to the intangible lease assets was $0.1 million and zero, respectively. As of December 31, 2024, the gross balance and accumulated amortization related to the intangible lease assets were both zero. For each of the three months ended June 30, 2025 and 2024, the Company recognized zero amortization expense related to the intangible lease assets which would be included in depreciation and amortization expense on the consolidated statements of operations and comprehensive income (loss). For each of the six months ended June 30, 2025 and 2024, the Company recognized zero amortization expense related to the intangible lease assets which would be included in depreciation and amortization expense on the consolidated statements of operations and comprehensive income (loss).

Real estate assets are reviewed for impairment quarterly or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Significant indicators of impairment may include, but are not limited to, declines in home values and rental rates, changes in hold periods and occupancy percentages, as well as significant changes in the economy. In such cases, the Company will evaluate the recoverability of the assets by comparing the estimated future cash flows expected to result from the use and eventual disposition of each asset to its carrying amount and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount. If impaired, the real estate asset will be written down to its estimated fair value. The process whereby we assess our single-family rental homes for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. For the three months ended June 30, 2025 and 2024, the Company recorded approximately $3.9 million and $4.4 million, respectively, of impairment charges on real estate assets, mostly related to assets that were held for sale, which are included in Gain (loss) on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2025 and 2024, the Company recorded approximately $8.4 million and $8.7 million, respectively, of impairment charges on real estate assets, mostly related to assets that were held for sale, which are included in Gain (loss) on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). During the three months ended June 30, 2025 and 2024, zero impairments on operating properties not held for sale were recorded, respectively, which are included in Gain (loss) on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). During the six months ended June 30, 2025 and 2024, $1.0 million and zero of impairments on operating properties not held for sale were recorded, respectively, which are included in Gain (loss) on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss).

Intangible assets primarily include internally developed software and are amortized on a straight-line basis over the estimated useful lives as described in the following table:


Internally developed software			5 years

In connection with the Externalization, the Company re-assessed the useful life and service potential of the intangible assets. As of June 30, 2025, the remaining net carrying amount of the intangible IT platform asset acquired related to the Internalization of the Legacy VineBrook Manager was $1.9 million, and is included within Intangible assets, net on the consolidated balance sheet. The IT platform is currently still in use and is expected to be utilized until the Externalization is complete at the end of the fiscal year. The Company has determined to shorten the remaining useful life of the previously acquired IT platform intangible asset, and accelerate the remaining amortization through December 31, 2025, which will be included in depreciation and amortization expense on the consolidated statements of operations and comprehensive income (loss). During the three months ended June 30, 2025, the Company determined that $2.0 million of previously capitalized internal software was still in development and would not have any future use, and therefore immediately wrote off the balance in full. The $2.0 million write off is included within depreciation and amortization expense on the consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025. As of June 30, 2025, the remaining net carrying amount of the intangible assets internally developed and still in use was $1.4 million, and is included within Intangible assets, net on the consolidated balance sheet. The software is expected to have existing service potential through the end of the fiscal year, aligning with the complete execution of the Externalization. The Company has revised the estimated amortization over the remaining useful life through December 31, 2025, which will be included in depreciation and amortization expense on the consolidated statements of operations and comprehensive income (loss).

Intangible assets subject to amortization are reviewed for impairment, wherein an impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. No impairment losses on intangible assets have been recognized for the three and six months ended June 30, 2025 and 2024.

Goodwill

Goodwill has an indefinite life and therefore is not amortized under the provisions of ASC 350, Intangibles – Goodwill and Other. Goodwill is tested at least annually for impairment to ensure that the carrying amount of goodwill exceeds its implied fair value. We assess goodwill for impairment annually on October 1st, or more frequently if there are indicators of impairment. We completed the annual impairment testing on October 1, 2024 and determined there was no impairment of goodwill. No impairment losses on goodwill have been recognized for the three and six months ended June 30, 2025 and 2024.

Held to Maturity Investments

Investments in debt securities that we have a positive intent and ability to hold to maturity are classified as held to maturity and are presented within asset-backed securitization certificates on our consolidated balance sheets. These investments are recorded at amortized cost. Interest income, including amortization of any premium or discount, is classified as investment income in the consolidated statements of operations.

In connection with the Company’s asset backed securitization transactions (as discussed in Note 5), we have retained and purchased certificates totaling approximately $79.0 million. These investments in debt securities are classified as held to maturity investments, and our retained certificates are scheduled to mature over the next four years. For the three and six months ended June 30, 2025 and 2024, we have not recognized any credit losses with respect to these investments in debt securities.

Cash and Restricted Cash

The Company maintains cash at multiple financial institutions and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. We believe any risks are mitigated through the size of the financial institutions at which our cash balances are held.

Restricted cash represents cash deposited in accounts related to security deposits, property taxes, insurance premiums, deductibles and other lender-required escrows. Amounts deposited in the reserve accounts associated with the loans can only be used as provided for in the respective loan agreements, and security deposits held pursuant to lease agreements are required to be segregated.

The following table provides a reconciliation of cash and restricted cash reported on the consolidated balance sheets that sum to the total of such amount shown in the consolidated statements of cash flows (in thousands):


	June 30,
	2025		2024
Cash	$	24,524	$	43,913
Restricted cash	53,109		50,931
Total cash and restricted cash	$	77,633	$	94,844

Reclassification of Prior Year Activity on the Consolidated Statements of Cash Flows

Certain reclassifications have been made within the consolidated statements of cash flows to the non-cash interest amortization, net cash received on derivative settlements, and the changes in operating assets and liabilities, net of effects of sales and acquisitions for the six months ended June 30, 2024 to be comparative to the consolidated statement of cash flows for the six months ended June 30, 2025.

Revenue Recognition

The Company’s primary operations consist of rental income earned from its residents under lease agreements typically with terms of one year or less. In accordance with ASC 842, Leases, the Company classifies the SFR property leases as operating leases and elects to not separate the lease component, comprised of rents from SFR properties, from the associated non-lease component, comprised of fees from SFR properties and resident charge-backs. The combined component is accounted for under the lease accounting standard while certain resident reimbursements are accounted for as variable payments under the revenue accounting guidance. Rental income is recognized when earned. This policy effectively results in income recognition on a straight-line basis over the related terms of the leases. Resident reimbursements and other income consist of charges billed to residents for utilities, resident-caused damages, pets, and administrative, application and other fees and are recognized when earned. Historically, the Company has used a direct write-off method for uncollectible rents; wherein uncollectible rents are netted against rental income. For the three months ended June 30, 2025 and 2024, rental income includes $3.8 million and $4.0 million of variable lease payments, respectively. For the six months ended June 30, 2025 and 2024, rental income includes $8.2 million and $7.8 million of variable lease payments, respectively.

Gains on sales of properties are recognized pursuant to the provisions included in ASC 610-20, Other Income. We recognize a full gain on sale when the derecognition criteria under ASC 610-20 have been met, which is included in gain (loss) on sales and impairment of real estate on the consolidated statements of operations and comprehensive income (loss).

Redeemable Securities

Included in the Company’s consolidated balance sheets are redeemable noncontrolling interests in the OP, redeemable noncontrolling interests in consolidated VIEs, and 6.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”). These interests are presented in the “mezzanine” section of the consolidated balance sheets because they do not meet the functional definition of a liability or permanent equity under current accounting literature. The Company accounts for these under the provisions of ASC Topic 480-10-S99-3A, paragraph 15(b).

In accordance with ASC Topic 480-10-S99, since the redeemable noncontrolling interests in the OP and redeemable noncontrolling interests in consolidated VIEs have a redemption feature, they are measured at their redemption value if such value exceeds the carrying value of interests. The redemption value is based on the NAV per unit at the measurement date. The offset to the adjustment to the carrying amount of the redeemable noncontrolling interests in the OP and redeemable noncontrolling interests in consolidated VIEs is reflected in the Company’s additional paid-in capital on the consolidated balance sheets. In accordance with ASC Topic 480-10-S99, the Series A Preferred Stock is measured at its carrying value plus the accretion to its future redemption value on the balance sheet. The accretion is reflected in the Company’s dividends on and accretion to redemption value of Series A Redeemable Preferred stock on the consolidated statements of operations and comprehensive income (loss).

Segment Reporting

We adopted Accounting Standards Update (“ASU”) ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires a public entity to disclose significant segment expenses and other segment items in interim and annual periods and expands the GAAP disclosure requirements for interim periods. ASU 2023-07 also explicitly requires public entities with a single reportable segment to provide all segment disclosures under GAAP. The Company identifies and discloses its reporting segment(s) in accordance with ASC 280, Segment Reporting. In applying this guidance, the Company first identifies its operating segment(s) from the component(s) where: (1) it engages in business activities from which it may recognize revenue and incur expenses, (2) its operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (3) its discrete financial information is available. Reportable segments are generally those operating segments that meet certain quantitative thresholds. The Company has determined it has two reportable segments: the VineBrook Portfolio and the NexPoint Homes Portfolio.

Recent Accounting Pronouncements

In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation-Stock Compensation ("ASC 718"). ASU 2024-01 clarifies how to determine whether profits interest and similar awards should be accounted for as a share-based payment arrangement (ASC 718) or as a cash bonus or profit-sharing arrangement (ASC 710, Compensation-General, or other guidance) and applies to all reporting entities that account for profits interest awards as compensation to employees or non-employees. In addition to adding the illustrative guidance, ASU 2024-01 modified the language in paragraph 718-10-15-3 to improve its clarity and operability without changing the guidance. ASU 2024-01 is effective for fiscal years beginning after December 15, 2024, including interim periods within those annual periods. Early adoption is permitted. The amendments should be applied either retrospectively to all prior periods presented in the financial statements, or prospectively to profits interests and similar awards granted or modified on or after the adoption date. The adoption of ASU 2024-01, beginning on January 1, 2025, did not have an impact on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires disclosures of disaggregated information about certain income statement expense line items on an annual and interim basis. The amendments are effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and should be applied prospectively, with the option to apply retrospectively. The Company is currently evaluating the impact of adopting the amendments on its disclosures.

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3. Real Estate Investments

As of June 30, 2025, the Company, through the OP and its SPE subsidiaries, owned 22,552 homes, including 20,449 homes in the VineBrook Portfolio and 2,103 homes in the NexPoint Homes Portfolio. As of December 31, 2024, the Company through the OP and its SPE subsidiaries, owned 23,051 homes, including 20,804 homes in the VineBrook Portfolio and 2,247 homes in the NexPoint Homes Portfolio. The components of the Company’s real estate investments in homes were as follows (in thousands):


	Land		Buildings and improvements (1)			Intangible lease assets		Real estate held for sale, net		Total gross real estate		Accumulated depreciation and amortization
Real Estate Balances, December 31, 2024	$	527,422	$	2,739,977		$	—	$	55,592	$	3,322,991	$	(373,964)
Additions (2)	1,523		38,922		(3)	143		2,555		43,143		(57,549)		(4)
Transfers to held for sale	(14,776)		(71,961)			—		77,156		(9,581)		9,581
Reclasses	121		495			—		(1,773)		(1,157)		(65)
Write-offs	(40)		(370)			—		—		(410)		—
Dispositions	(754)		(4,668)			—		(71,679)		(77,101)		444
Impairment	—		(995)			—		(7,431)		(8,426)		—
Real Estate Balances, June 30, 2025	$	513,496	$	2,701,400		$	143	$	54,420	$	3,269,459	$	(421,553)

(1)Includes capitalized interest, real estate taxes, insurance and other costs incurred during rehabilitation of the properties.

(2)Includes acquisition additions of approximately $1.3 million in land, $17.1 million in buildings and improvements, and $0.1 million in intangible assets related to property acquisitions.

(3)Includes capitalized interest of approximately $0.2 million and other capitalizable costs outlined in (1) above of approximately $0.3 million.

(4)Accumulated depreciation and amortization activity excludes approximately $4.6 million of depreciation and amortization related to assets not classified as real estate investments.

During the three months ended June 30, 2025 and 2024, the Company recognized depreciation expense of approximately $29.2 million and $31.0 million, respectively. During the six months ended June 30, 2025 and 2024, the Company recognized depreciation expense of approximately $58.7 million and $62.7 million, respectively.

Real estate acquisitions and dispositions

During the three months ended June 30, 2025 and 2024, the Company acquired 77 and zero additional homes within the VineBrook Portfolio, respectively. During the six months ended June 30, 2025 and 2024, the Company acquired 77 and zero additional homes within the VineBrook Portfolio, respectively. During both the three months ended June 30, 2025 and 2024, the Company acquired zero additional homes within the NexPoint Homes Portfolio. During both the six months ended June 30, 2025 and 2024, the Company acquired zero additional homes within the NexPoint Homes Portfolio. See Note 4 for additional information about NexPoint Homes.

During the three months ended June 30, 2025 and 2024, the Company, through the OP, disposed of 229 and 201 homes within the VineBrook Portfolio, respectively. During the six months ended June 30, 2025 and 2024, the Company, through the OP, disposed of 432 and 739 homes within the VineBrook Portfolio, respectively. During the three months ended June 30, 2025 and 2024, the Company, through its consolidated investment in NexPoint Homes, disposed of 48 and 79 homes, respectively. During the six months ended June 30, 2025 and 2024, the Company, through its consolidated investment in NexPoint Homes, disposed of 144 and 83 homes, respectively. The Company strategically identified those homes for disposal and expects the disposal of these properties to be accretive to the Portfolio's results of operations and overall performance.

Held for sale properties

The Company periodically classifies real estate assets as held for sale when the held for sale criteria is met in accordance with GAAP. At that time, the Company presents the net real estate assets separately in its consolidated balance sheet, and the Company ceases recording depreciation and amortization expense related to that property. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. For the three months ended June 30, 2025 and 2024, the Company recorded approximately $3.5 million and $4.4 million of impairment charges on real estate assets held for sale, respectively. The impairment charges recorded include approximately $0.4 million and $0.4 million of casualty related impairment for the three months ended June 30, 2025 and 2024, respectively, and are included in Gain (loss) on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2025 and 2024, the Company recorded approximately $7.7 million and $8.7 million of impairment charges on real estate assets held for sale, respectively. The impairment charges recorded include approximately $0.7 million and $0.9 million of casualty related impairment for the six months ended June 30, 2025 and 2024, respectively, and are included in Gain (loss) on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss). As of June 30, 2025 and 2024, there were 404 and 257 homes that were classified as held for sale, respectively. These held for sale properties had a carrying amount of approximately $54.4 million and $38.1 million, respectively. As of June 30, 2025 and 2024, the total impairment charges on these held for sale properties was approximately $7.4 million and $9.6 million, respectively.

Hurricane Helene

During September 2024, Hurricane Helene hit the southeastern seaboard of the United States, generally affecting Florida, Georgia, South Carolina, North Carolina, Virginia and Tennessee. In total, over 800 properties in the VineBrook Portfolio were impacted by Hurricane Helene across the following ten markets: Augusta, Cincinnati, Columbia, Atlanta, Triad, Huntsville, Indianapolis, Greenville, Dayton and Montgomery. The NexPoint Homes Portfolio saw minimal damage related to Hurricane Helene as it only affected 12 homes in the NexPoint Homes Portfolio. As of June 30, 2025, all markets impacted by Hurricane Helene have had repairs completed, with the exception of Augusta, which was still undergoing rehab work. For the three and six months ended June 30, 2025, there were no impairment charges recorded due to property damage related to Hurricane Helene. For the three and six months ended June 30, 2025, there was a $2.3 million gain on insurance repairs recorded. Total insurance recoveries were $6.2 million, of which $6.2 million has been received as of June 30, 2025. These amounts are included in the Gain (loss) on sales and impairment of real estate, net, on the consolidated statements of operations and comprehensive income (loss).

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4. NexPoint Homes Investment

Substantially all of NexPoint Homes’ business is conducted through NexPoint SFR Operating Partnership, L.P. (the “SFR OP”), the operating partnership of NexPoint Homes.

On September 19, 2024, certain subsidiaries of the SFR OP entered into property management agreements with Mynd Management, Inc. (“Mynd”) to manage the NexPoint Homes Portfolio (the “Mynd Management Agreements”). Mynd is now responsible for the day-to-day management of the NexPoint Homes Portfolio, paying operating expenses, managing maintenance issues, accounting for each property using GAAP, overseeing third-party property managers and other responsibilities customary for the management of SFR properties. Under the Mynd Management Agreements, Mynd is entitled to a property management fee, an asset management services fee, a disposition fee and a construction management fee, in addition to leasing, onboarding and certain inspection fees. The fees are generally paid monthly in arrears. Mynd is not a related party of the Company.

During the three months ended June 30, 2025, $1.0 million in fees were earned by Mynd in connection with the Mynd Management Agreements. Related to the fees earned by Mynd, $0.6 million and $0.4 million were expensed and included within property management fees and general and administrative expenses, respectively, on the consolidated statements of operations and comprehensive income (loss) for the three months ended June 30, 2025, and no fees were capitalized to the property basis based on the nature of the fee for the three months ended June 30, 2025.

During the six months ended June 30, 2025, $2.0 million in fees were earned by Mynd in connection with the Mynd Management Agreements. Related to the fees earned by Mynd, $1.2 million and $0.8 million were expensed and included within property management fees and general and administrative expenses, respectively, on the consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2025, and no fees were capitalized to the property basis based on the nature of the fee for the six months ended June 30, 2025.

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5. Debt

As of June 30, 2025, the VineBrook Portfolio had approximately $2.0 billion of debt outstanding, and the NexPoint Homes Portfolio had $518.0 million of debt outstanding. The following table contains summary information of the Company’s debt as of June 30, 2025 and December 31, 2024 (dollars in thousands):


		Outstanding Principal as of
	Type	June 30, 2025		December 31, 2024		Interest Rate (1)		Maturity

Warehouse Facility	Floating	$	441,795	$	457,183	7.32	%	11/3/2025
JPM Facility	Floating	96,089		97,350		7.30	%	10/31/2025	(2)

JPM Acquisition Facility	Floating	13,710		—		6.67	%	7/9/2027
ABS I Loan	Fixed	380,574		389,274		4.92	%	12/8/2028
ABS II Loan	Fixed	399,149		402,334		4.65	%	3/9/2029
MetLife Note	Fixed	101,723		104,312		3.25	%	1/31/2026
MetLife Term Loan I	Fixed	328,352		340,099		4.50	%	8/22/2029
MetLife Term Loan II	Fixed	247,942		249,899		4.75	%	11/4/2029
OSL Loan	Fixed	15,000		—		9.00	%	2/25/2027
TrueLane Mortgage	Fixed	7,730		8,165		5.35	%	2/1/2028
Crestcore II Note	Fixed	2,494		2,574		5.12	%	7/9/2029
Crestcore IV Note	Fixed	2,367		2,391		5.12	%	7/9/2029



Total VineBrook Portfolio debt		$	2,036,925	$	2,053,581
NexPoint Homes MetLife Note 1	Fixed	236,870		237,173		3.73	%	3/3/2027
NexPoint Homes MetLife Note 2	Fixed	174,354		174,590		5.44	%	8/12/2027
NexPoint Homes OSL Note	Fixed	9,767		—		9.75	%	5/15/2026
SFR OP Note Payable I	Fixed	—		500		8.80	%	4/25/2025
SFR OP Note Payable II	Fixed	—		500		12.50	%	3/31/2025
SFR OP Note Payable III	Fixed	1,564		3,500		15.00	%	7/10/2026	(3)
SFR OP Convertible Notes	Fixed	95,457		102,557		7.50	%	6/30/2027
Total NexPoint Homes Portfolio debt		$	518,012	$	518,820
Total debt		$	2,554,937	$	2,572,401
Debt premium, net (4)		198		234
Debt discount, net (5)		(80,012)		(89,128)
Deferred financing costs, net of accumulated amortization of $35,417 and $32,110, respectively		(33,685)		(35,620)
		$	2,441,438	$	2,447,887

(1)Represents the interest rate as of June 30, 2025. Except for fixed rate debt, the interest rate is 30-day average Secured Overnight Financing Rate (“SOFR”), daily SOFR or one-month term SOFR, plus an applicable margin. The 30-day average SOFR as of June 30, 2025 was 4.3190%, daily SOFR as of June 30, 2025 was 4.4500% and one-month term SOFR as of June 30, 2025 was 4.3220%.

(2)Subsequent to June 30, 2025, the JPM Facility (as defined below) was amended (see Note 14). This is the modified maturity date for the JPM Facility.

(3)Subsequent to June 30, 2025, the SFR OP Note Payable III (as defined below) was amended (see Note 14). This is the modified maturity date for the SFR OP Note Payable III.

(4)The Company reflected valuation adjustments on its assumed fixed rate debt to adjust it to fair market value on the dates of acquisition for the difference between the fair value and the assumed principal amount of debt. The difference is amortized into interest expense over the remaining terms of the debt.

(5)The Company reflected a discount on ABS I Loan, ABS II Loan, MetLife Term Loan I Facilities and MetLife Term Loan II Facility (as defined below), which is amortized into interest expense over the remaining term of the debt.

Additionally, we have included a summary of debt agreements and significant changes to the agreements during the six months ended June 30, 2025 below.

JPM Facility

On March 1, 2021, the Company entered into a non-recourse carveout guaranty and certain wholly owned subsidiaries of VB Three, LLC (as borrowers) entered into a $500.0 million credit agreement with JP Morgan (the “JPM Facility”). The JPM Facility is secured by equity pledges in VB Three, LLC and its wholly owned subsidiaries and bore interest at a variable rate equal to one-month London Interbank Offered Rate (“LIBOR”) plus 2.75%. The JPM Facility is interest-only and was due in full on March 1, 2023. On March 10, 2022, the Company entered into Amendment No. 1 to the JPM Facility, wherein each advance under the JPM Facility will bear interest at the daily SOFR plus 2.85%. On January 31, 2023, the Company entered into Amendment No. 2 to the JPM Facility, wherein the total facility amount was updated to $350.0 million, and the maturity date was extended to January 31, 2025, which may be extended for 12 months upon submission of an extension request, subject to approval. On March 15, 2023, the Company entered into Amendment No. 3 to the JPM Facility to give the Company credit for pledging an interest rate cap by reducing the interest reserve requirements under the JPM Facility based on the capped rate. On December 26, 2024, the Company entered into Amendment No. 4 to the JPM Facility, wherein the maturity date was extended to April 30, 2025. On April 24, 2025, the Company entered into Amendment No. 5 to the JPM Facility, wherein the maturity date was extended to July 31, 2025. On July 28, 2025, the Company entered into Amendment No. 6 to the JPM Facility, wherein the maturity date was extended to October 31, 2025, and the commitment was reduced to the amount equal to the advances outstanding as of the Amendment No. 6 effective date and all repayments will permanently reduce the commitment.

During the six months ended June 30, 2025, the Company paid down approximately $1.3 million on the JPM Facility. The outstanding balance on the JPM Facility as of June 30, 2025, is approximately $96.1 million. The balance of the JPM Facility, net of unamortized deferred financing costs, is included in credit facilities on the consolidated balance sheets.

JPM Acquisition Facility

On June 25, 2025, VB Twelve, LLC, an indirect subsidiary of the Company, entered into a loan and security agreement with JPMorgan Chase Bank, National Association, as lender, providing for an uncommitted facility for up to $500.0 million (the “JPM Acquisition Facility”). The JPM Acquisition Facility bears interest at the greater of (i) one-month term SOFR or (ii) 3.00% plus 2.35% per annum. The JPM Acquisition Facility is interest-only and matures on July 9, 2027 with a one-year extension option subject to meeting certain criteria, payment of an extension fee and increases in the interest rate spread. The outstanding balance on the JPM Acquisition Facility as of June 30, 2025 is approximately $13.7 million. The JPM Acquisition Facility, net of unamortized deferred financing costs, is included in notes payable on the consolidated balance sheets.

MetLife Note

On January 26, 2021, the Company (as guarantor) and VB Two, LLC (as borrower) entered into a $125.0 million note with Metropolitan Life Insurance (the “MetLife Note”). The MetLife Note is secured by equity pledges in VB Two, LLC and its wholly owned subsidiaries and bears interest at a fixed rate of 3.25%. The MetLife Note is interest-only and matures and is due in full on January 31, 2026. The outstanding balance on the MetLife Note as of June 30, 2025 is approximately $101.7 million. The MetLife Note, net of unamortized deferred financing costs, is included in notes payable on the consolidated balance sheets.

Asset Backed Securitization I

On December 6, 2023, the OP completed an asset backed securitization (“ABS”) transaction, in connection with which VineBrook Homes Borrower 1, LLC, an indirect special purpose subsidiary of the OP (the “ABS I Borrower”) entered into a loan agreement (the “ABS I Loan Agreement”) with Bank of America, National Association, as lender (the “ABS I Lender”), providing for a 5-year, fixed-rate, interest-only loan with a total principal balance of $392.2 million (the “ABS I Loan”).

Concurrent with the execution of the ABS I Loan Agreement, the ABS I Lender sold the ABS I Loan to VineBrook Homes Depositor A, LLC (the “Depositor”), an indirect subsidiary of the OP, which, in turn, transferred the ABS I Loan to a trust in exchange for (i) $178.4 million principal amount of Class A pass-through certificates (the “Class A Certificates”),

(ii) $38.6 million principal amount of Class B pass-through certificates (the “Class B Certificates”), (iii) $30.8 million principal amount of Class C pass-through certificates (the “Class C Certificates”), (iv) $43.0 million principal amount of Class D pass-through certificates (the “Class D Certificates”), (v) $50.1 million principal amount of Class E pass-through certificates (the “Class E1 Certificates”), (vi) $12.2 million principal amount of Class E pass-through certificates (the “Class E2 Certificates,” and collectively with the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates and Class E1 Certificates, the “Regular Certificates”), and (vii) $39.1 million Class R pass-through certificates (the “Class R Certificates,” and together with the Regular Certificates, the “Certificates”). The Certificates represent beneficial ownership interests in the trust and its assets, including the ABS I Loan.

The Depositor sold the Certificates, acquired by the Depositor in the manner described above, to placement agents who resold the Certificates to investors in a private offering. The Regular Certificates are exempt from registration under the Securities Act and are “exempted securities” under the Securities Exchange Act of 1934 (the “Exchange Act”). To satisfy applicable risk retention rules, the OP completed a securitization transaction, VINE 2023-SFR1, providing for a 5-year, fixed-rate, interest-only loan of Class F certificates (“Class F Certificates”) with a total principal amount of $39.1 million. The Company evaluated the purchased Class F Certificates as a variable interest in the trust and concluded that the Class F Certificates do not provide the Company with an ability to direct activities that could impact the trust’s economic performance. The Company does not consolidate the trust and the $39.1 million of purchased Class F Certificates are reflected as asset-backed securitization certificates in the Company’s consolidated balance sheets. The Depositor used the proceeds from the sale of the Certificates to purchase the ABS I Loan from the ABS I Lender, as described above. The Regular Certificates were sold to investors at a discount and the OP retained the Class F Certificate (as described above), with the result that the proceeds, before closing costs, from the ABS I Loan to the ABS I Borrower were approximately $314.0 million. The net proceeds of $300.6 million were used to partially pay down the Warehouse Facility.

The balance of the ABS I Loan, net of unamortized deferred financing costs and debt discount, is included in notes payable on the consolidated balance sheets. The ABS I Loan is collateralized by 2,711 single family rental homes, and as of June 30, 2025, approximately 12.02% of the Portfolio served as collateral for outstanding borrowings under the ABS I Loan. The ABS I Loan, is segregated into six tranches, all of which accrue interest at 4.9235% and have a maturity date of December 8, 2028.

Asset Backed Securitization II

On February 29, 2024, the OP, via its indirect special purpose subsidiary, VineBrook Homes Borrower 2, LLC (the “ABS II Borrower”), completed an asset backed securitization (“ABS II”) and entered into a loan agreement (the “ABS II Loan Agreement”) with BofA Securities, Inc., as sole structuring agent, joint bookrunner and co-lead manager, Mizuho Securities USA LLC, as joint bookrunner and co-lead manager and Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc., and Truist Securities, Inc., as co-managers (the “ABS II Loan”).

Concurrent with the execution of the ABS II Loan Agreement, the lender sold the ABS II Loan to the Depositor, an indirect subsidiary of the OP, which, in turn, transferred the loan to a trust in exchange for (i) $176.9 million principal amount of Class A pass-through certificates (the “ABS II Class A Certificates”), (ii) $38.6 million principal amount of Class B pass-through certificates (the “ABS II Class B Certificates”), (iii) $30.6 million principal amount of Class C pass-through certificates (the “ABS II Class C Certificates”), (iv) $42.9 million principal amount of Class D pass-through certificates (the “ABS II Class D Certificates”), (v) $63.5 million principal amount of Class E pass-through certificates (the “ABS II Class E1 Certificates”), (vi) $11.2 million principal amount of Class E pass-through certificates (the “ABS II Class E2 Certificates,” and collectively with the ABS II Class A Certificates, ABS II Class B Certificates, ABS II Class C Certificates, ABS II Class D Certificates and ABS II Class E1 Certificates, the “ABS II Regular Certificates”), and (vii) $39.9 million ABS II Class R pass-through certificates (the “ABS II Class R Certificates,” and together with the ABS II Regular Certificates, the “ABS II Certificates”). Initially, the OP retained $19.5 million of the ABS II Class A Certificates, $10.5 million of the ABS II Class B Certificates, and $2.0 million of the ABS II Class C Certificates. On July 11, 2024, the OP sold $10.5 million of the ABS II Class B Certificates. On July 24, 2024, the OP sold $19.5 million of the ABS II Class A Certificates. On September 25, 2024, the OP sold $2.0 million of the ABS II Class C Certificates.

The Depositor sold the ABS II Certificates, acquired by the Depositor in the manner described above, to placement agents who resold the Certificates to investors in a private offering. The ABS II Regular Certificates are exempt from registration under the Securities Act and are “exempted securities” under the Exchange Act. To satisfy applicable risk retention rules, the OP purchased and retained the ABS II Class F component, totaling $39.9 million. Additionally, the OP purchased and retained a portion of the ABS II Class A, Class B and Class C components, totaling $19.5 million, $10.5 million and $2.0 million, respectively. The Company evaluated the purchased ABS II Class A, Class B, Class C and Class F certificates as a variable interest in the trust and concluded that the ABS II Class A, Class B, Class C and Class F certificates do not provide the Company with an ability to direct activities that could impact the trust’s economic performance. The Company does not consolidate the trust and the remaining $39.9 million of the ABS II Certificates are reflected as asset-backed securitization certificates on the Company’s consolidated balance sheets. For the retained ABS II Class F certificate, the Company determined to classify the debt security as a held to maturity investment (see Note 2). The Depositor used the proceeds from the sale of the ABS II Certificates to purchase the ABS II Loan from the lender, as described above. The ABS II Regular Certificates were sold to investors at a discount and the OP retained the entire Class F certificate (as described above), with the result that the proceeds, before closing costs, from the ABS II Loan to the ABS II Borrower were approximately $331.8 million. A portion of the net proceeds from the ABS II were used to pay down $242.4 million on the JPM Facility and fund reserves per the credit agreement.

The balance of the ABS II Loan, net of unamortized deferred financing costs and debt discount, is included in notes payable on the consolidated balance sheets. The ABS II Loan is collateralized by 2,436 single family rental homes, and as of June 30, 2025, approximately 10.80% of the Portfolio served as collateral for outstanding borrowings under the ABS II Loan. The ABS II Loan is segregated into seven tranches, Components A through F, providing for a 5-year, fixed-rate, interest-only loan with a total principal balance of $403.7 million. The weighted average interest rate of the ABS II Regular Certificates (Class A through E2) is 4.6495% and have a maturity date of March 9, 2029.

Warehouse Facility

On September 20, 2019, the OP (as guarantor) and VB One, LLC (as borrower) entered into a credit facility (the “Warehouse Facility”) with KeyBank. On August 14, 2024, the OP entered into a Seventh Amendment to the Warehouse Facility (the “Warehouse Seventh Amendment”) with KeyBank, as administrative agent, and the lenders party thereto. The Warehouse Seventh Amendment, among other things, provided for (1) a reduction in the maximum commitment of the Warehouse Facility; (2) reduced unused facility fees; (3) modifications and additions of certain covenants, including adjusting the minimum fixed charge coverage ratio to not less than 1.40 to 1.0, effective as of January 1, 2024; (4) in connection with sales of assets to unaffiliated third parties, the prepayment of the commitment amount with 100% of such proceeds until the commitment under the Warehouse Facility is reduced to $475.0 million and with 75% of such proceeds thereafter; provided that certain additional amounts may be required to be prepaid if the outstanding principal balance would exceed the value of the assets in the borrowing base following such sale; (5) the reduction of the outstanding principal balance to be no more than $475.0 million by October 31, 2024 (the “Commitment Reduction”). During the six months ended June 30, 2025, the Company paid down approximately $15.4 million on the Warehouse Facility. All repayments under the Warehouse Facility will permanently reduce the commitment amount under the Warehouse Facility and may not be reborrowed. As of June 30, 2025, the outstanding balance of the Warehouse Facility was approximately $441.8 million, which is below the required Commitment Reduction.

MetLife Term Loan I Facilities

On August 22, 2024, VB Nine, LLC (“VB Nine”) and VB Ten, LLC (“VB Ten”), indirect subsidiaries of the Company, as borrowers, entered into two credit agreements for term loan credit facilities (collectively, the “MetLife Term Loan I Facilities”) with Metropolitan Life Insurance Company and Metropolitan Tower Life Insurance Company, and the lenders party thereto from time to time, which provided a total commitment of $343.2 million. Borrowings under the MetLife Term Loan I Facilities are secured by an equity pledge by VB Nine Equity and VB Ten Equity of their equity interests in VB Nine and VB Ten, respectively, and the property and assets held by VB Nine and VB Ten, respectively, and bear interest at a fixed rate equal to 4.5%. The MetLife Term Loan I Facilities are full-term, interest-only facilities that mature on August 22, 2029. The Company used $282.0 million of the proceeds to pay down a portion of the outstanding amounts under the Warehouse Facility. As of June 30, 2025, the outstanding balance of the MetLife Term Loan I Facilities was approximately $328.4 million.

MetLife Term Loan II Facility

On November 4, 2024, VB Eleven, LLC, an indirect subsidiary of the Company, as borrower, entered into a $250.0 million credit agreement for a term loan credit facility (the “MetLife Term Loan II Facility”) with Metropolitan Life Insurance Company and Metropolitan Tower Life Insurance Company, and the lenders party thereto from time to time. Borrowings under the MetLife Term Loan II Facility are secured by an equity pledge by VB Eleven Equity of its equity interests in VB Eleven and the property and assets held by VB Eleven, and bear interest at a fixed rate equal to 4.75%. The MetLife Term Loan II Facility is a full-term, interest-only facility that matures on November 4, 2029. The Company used $226.8 million of the proceeds to pay down the remaining outstanding amount under the Initial Mortgage. As of June 30, 2025, the outstanding balance of the MetLife Term Loan II Facility was approximately $247.9 million.

The OSL Loan

On February 25, 2025, the OP, as borrower, entered into a $10.0 million credit agreement (the “OSL Loan”) with The Ohio State Life Insurance Company (“OSL”). OSL is an entity that may be deemed an affiliate of the Company's Adviser through common beneficial ownership. The OSL Loan provides for a 2-year, interest-only loan at a 9.0% fixed interest rate and is guaranteed by the Company. On May 5, 2025, the OP used its option to draw an additional $5.0 million on the OSL Loan. As of June 30, 2025, the outstanding balance of the OSL Loan was approximately $15.0 million.

NexPoint Homes

In addition to the debt agreements discussed above for the VineBrook Portfolio, as of June 30, 2025, the NexPoint Homes Portfolio had $518.0 million of debt outstanding included in notes payable on the consolidated balance sheets, which is comprised of two consolidated notes with Metropolitan Life Insurance Company (the “NexPoint Homes MetLife Note 1” and “NexPoint Homes MetLife Note 2”), the NexPoint Homes OSL Note (as defined below), the SFR OP Note Payable I (as defined below), the SFR OP Note Payable II (as defined below), the SFR OP Note Payable III (as defined below) and the SFR OP Convertible Notes (as defined in Note 10). See the summary table above for further information on the debt of the NexPoint Homes Portfolio.

NexPoint Homes OSL Note

On May 15, 2025, NexPoint SFR SPE 2, LLC, a wholly owned subsidiary of SFR OP, as borrower, entered into a promissory note with OSL, as lender, providing for a maximum principal amount of $17.3 million (the “NexPoint Homes OSL Note”). The NexPoint Homes OSL Note matures on May 15, 2026 and bears interest at a fixed rate of 9.75%. As of June 30, 2025, the outstanding balance of the NexPoint Homes OSL Note is $9.8 million.

SFR OP Note Payable I

On October 25, 2023, the SFR OP as borrower entered into a promissory note with NexPoint Diversified Real Estate Trust Operating Partnership, L.P., the parent of which is advised by an affiliate of our Adviser, as lender (the “SFR OP Note Payable I”) for $0.5 million. The SFR OP Note Payable I bore interest at a fixed rate of 8.80% and had an original maturity date of April 25, 2024. On April 25, 2024, the SFR OP Note Payable I was amended to modify the maturity date to be April 25, 2025. On February 27, 2025, the SFR OP fully paid off the outstanding principal balance and interest on SFR OP Note Payable I.

SFR OP Note Payable II

On March 31, 2024, the SFR OP as borrower entered into a promissory note with NexPoint Real Estate Finance, Inc. (“NREF”) as lender (the “Original SFR OP Note Payable II”) for $0.5 million. On January 17, 2025, the Original SFR OP Note Payable II was amended and restated to correct the holder of the Original SFR OP Note Payable II to be NexPoint Real Estate Finance Operating Partnership, L.P., the party that funded the original loan (the amendment and restatement together with the Original SFR OP Note Payable II, the “SFR OP Note Payable II”). The SFR OP Note Payable II had an original maturity date of March 31, 2025 and bore interest at a fixed rate of 12.50%. On March 12, 2025, the SFR OP fully paid off the outstanding principal balance and interest on SFR OP Note Payable II.

SFR OP Note Payable III

On July 10, 2024, the SFR OP as borrower entered into a promissory note with NREF as lender (the “Original SFR OP Note Payable III”) for a total commitment of $5.0 million. On January 17, 2025, the Original SFR OP Note Payable III was amended and restated to correct the holder of the Original SFR OP Note Payable III to be NREF OP IV REIT Sub, LLC, the party that funded the original loan (the amendment and restatement together with the Original SFR OP Note Payable III, the “SFR OP Note Payable III”). The SFR OP Note Payable III matures on July 10, 2025 and bears interest at a fixed rate of 15.00%. As of June 30, 2025, the outstanding balance of the SFR OP Note Payable III is $1.6 million. On July 9, 2025, the SFR OP entered into Amendment No. 1 to the SFR OP Note Payable III, wherein the maturity date was extended to July 10, 2026.

As of June 30, 2025, the Company is in compliance with all debt covenants in all of its debt agreements.

Weighted Average Interest

The weighted average interest rate of the Company’s debt was 5.3271% as of June 30, 2025 and 5.2779% as of December 31, 2024. As of June 30, 2025 and December 31, 2024, the adjusted weighted average interest rate of the Company’s debt, including the effect of derivative financial instruments, was 4.2091% and 4.0576%, respectively. For purposes of calculating the adjusted weighted average interest rate of the Company’s debt as of June 30, 2025, including the effect of derivative financial instruments, the Company has included the weighted average fixed rate of 2.3646% on its combined $1.4 billion notional amount of interest rate swap and cap agreements, representing a weighted average fixed rate for daily SOFR and one-month term SOFR, which effectively fixes the interest rate on the entirety of the $551.6 million of the Company’s floating rate indebtedness.

Schedule of Debt Maturities

The aggregate scheduled maturities, including amortizing principal payments, of total debt for the next five calendar years subsequent to June 30, 2025 are as follows (in thousands):


	Total
2025	$	539,585
2026	111,776
2027	124,469
2028	792,113
2029	980,127
Thereafter	6,867
Total	$	2,554,937

Each reporting period, management evaluates the Company’s ability to continue as a going concern in accordance with ASC 205-40, Going Concern, by evaluating conditions and events, including assessing the liquidity needs to meet obligations as they become due within one year after the date the financial statements are issued. The Company has significant debt obligations of approximately $650.9 million coming due within 12 months of the financial statement issuance date, primarily related to the Warehouse Facility, JPM Facility and the MetLife Note. As of the date of issuance, the Company does not have sufficient liquidity to satisfy these obligations. In order to satisfy obligations as they mature, management intends to evaluate its options and may seek to: (i) make partial loan pay downs, (ii) refinance certain debt instruments and (iii) sell homes from its portfolio and pay down debt balances with the net sale proceeds. The Company’s ability to meet its debt obligations as they come due is dependent upon its ability to meet debt covenants, which it currently projects to do, its ability to refinance debt and its ability to sell homes from its portfolio to pay down the balances. The Company intends to refinance these obligations primarily using debt or equity financing before they come due. The Company is currently engaged in active discussions with lenders to provide debt financing that would be sufficient to repay the amounts coming due over the next 12 months. In considering whether it is probable the Company will refinance the maturing debt obligations prior to their maturity dates, the Company performed a comprehensive assessment including the Company’s historical ability to obtain financing, its creditworthiness based upon current and expected financial performance and leverage levels and current debt market conditions. As a result, the Company has concluded it is probable that refinancings will be completed prior to the maturity dates of the aforementioned debt obligations. There can be no assurances that financing can be obtained. The sale of homes from the Portfolio could cause a decrease in net operating income but is expected to be offset by the interest savings from the pay downs. Management believes these plans by the Company will be sufficient to satisfy the obligations as they become due. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Deferred Financing Costs

The Company defers costs incurred in obtaining financing and amortizes the costs over the term of the related debt using the straight-line method, which approximates the effective interest method. Deferred financing costs, net of amortization, are recorded as a reduction from the related debt on the Company’s consolidated balance sheets. Upon repayment of, or in conjunction with, a material change in the terms of the underlying debt agreement, any unamortized costs are charged to loss on extinguishment of debt. For the three months ended June 30, 2025 and 2024, amortization of deferred financing costs of approximately $2.4 million and $2.7 million, respectively, and amortization of loan discounts of approximately $4.6 million and $2.6 million, respectively, are included in interest expense on the consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2025 and 2024, amortization of deferred financing costs of approximately $4.8 million and $5.2 million, respectively, and amortization of loan discounts of approximately $9.1 million and $5.2 million, respectively, are included in interest expense on the consolidated statements of operations and comprehensive income (loss).

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6. Fair Value of Derivatives and Financial Instruments

Derivative Financial Instruments and Hedging Activities

In the normal course of business, our operations are exposed to market risks, including the effect of changes in interest rates. We may enter into derivative financial instruments to offset this underlying market risk. There have been no significant changes in our policy and strategy from what was disclosed in our Annual Report.

As of June 30, 2025, the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk at inception (dollars in thousands):


Effective Date	Expiration Date	Counterparty	Index (1)		Notional			Fixed Rate
9/1/2019	12/21/2025	KeyBank	Daily SOFR	(2)	100,000			1.4180	%
9/1/2019	12/21/2025	KeyBank	Daily SOFR	(2)	50,000			1.4190	%
3/31/2022	11/1/2025	KeyBank	Daily SOFR		100,000			1.5110	%
3/31/2022	11/1/2025	KeyBank	Daily SOFR		100,000			1.9190	%
3/31/2022	11/1/2025	KeyBank	Daily SOFR		50,000			2.4410	%
6/1/2022	11/1/2025	Mizuho	Daily SOFR		100,000		(3)	2.6284	%
6/1/2022	11/1/2025	Mizuho	Daily SOFR		100,000		(3)	2.9413	%
6/1/2022	11/1/2025	Mizuho	Daily SOFR		100,000		(3)	2.7900	%
7/1/2022	11/1/2025	Mizuho	Daily SOFR		100,000		(3)	2.6860	%
4/3/2023	11/1/2025	Mizuho	Daily SOFR		250,000		(3)	3.5993	%
					$	1,050,000		2.5545	%	(4)

(1)As of June 30, 2025, daily SOFR was 4.4500%.

(2)These interest rate swaps previously referenced one-month LIBOR, which ceased publication on June 30, 2023. Beginning July 1, 2023, these interest rate swaps transitioned to daily SOFR plus 0.1145% for the floating rate.

(3)These interest rate swaps are deemed to be derivatives not designated as hedging instruments and changes in the fair value of these derivatives are recorded directly in net income (loss) as interest expense.

(4)Represents the weighted average fixed rate of the interest rate swaps which have a combined weighted average fixed rate of 2.5545%.

Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. On April 13, 2022, the Company, through the OP, paid a premium of approximately $12.7 million and entered into an interest rate cap transaction with Goldman Sachs Bank USA (“Goldman Sachs”) with a notional amount of $300.0 million. On June 27, 2025, the Company, through the OP, paid a premium of approximately $0.1 million and entered into an interest rate cap transaction with Goldman Sachs with a notional amount of $31.9 million. The interest rate caps effectively cap one-month term SOFR at 1.50% on $300.0 million and at 4.25% on $31.9 million on floating rate debts. The interest rate caps expire on November 1, 2025 and July 9, 2027, respectively.

As of June 30, 2025, the Company had the following outstanding interest rate cap that was not designated as a hedge in qualifying hedging relationships (dollars in thousands):


Derivative	Notional		Expiration Date	Index	Index as of June 30, 2025		Strike Rate
Interest Rate Cap	$	300,000	11/1/2025	One-Month Term SOFR	4.3220	%	1.50	%
Interest Rate Cap	$	31,860	7/9/2027	One-Month Term SOFR	4.3220	%	4.25	%

The table below presents the fair value of the Company’s derivative financial instruments, which are presented on the consolidated balance sheets as of June 30, 2025 and December 31, 2024 (in thousands):


		Asset Derivatives
	Balance Sheet Location	June 30, 2025		December 31, 2024
Derivatives designated as hedging instruments:
Interest rate swaps	Interest rate derivatives, at fair value	$	4,077	$	11,276

Derivatives not designated as hedging instruments:
Interest rate swaps	Interest rate derivatives, at fair value	2,620		3,450
Interest rate caps	Interest rate derivatives, at fair value	2,881		6,563
Total		$	9,578	$	21,289

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements but either do not meet the strict requirements to apply hedge accounting in accordance with FASB ASC 815, Derivatives and Hedging, or the Company has elected not to designate such derivatives as hedges. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in net income (loss) as interest expense. The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) as of June 30, 2025 and 2024 (in thousands):


	Amount of gain (loss) recognized in OCI				Location of gain (loss) reclassified from OCI into income	Amount of gain (loss) reclassified from OCI into income
	June 30, 2025		June 30, 2024			June 30, 2025		June 30, 2024
Derivatives designated as hedging instruments:
Interest rate swaps	$	(2,545)	$	3,537	Interest expense	$	5,652	$	17,279

					Location of gain (loss) recognized in income	Amount of gain (loss) recognized in income
						June 30, 2025		June 30, 2024
Derivatives not designated as hedging instruments:
Interest rate swaps					Interest expense	$	4,267	$	1,903
Interest rate cap					Interest expense	$	497	$	4,362

ABS Class F Retention Certificates

The Class F Certificates that the Company purchased and retained as part of the ABS I and ABS II transactions, are classified as held to maturity and are valued at amortized cost. As of June 30, 2025 and December 31, 2024, the carrying value of the ABS I and ABS II Class F Certificates was $79.0 million and $79.0 million, respectively.

The table below presents the outstanding principal balance and estimated fair value of our debt as of June 30, 2025 and December 31, 2024 (in thousands):


	June 30, 2025				December 31, 2024
	Outstanding Principal Balance		Estimated Fair Value		Outstanding Principal Balance		Estimated Fair Value
Debt	$	2,554,937	$	2,520,979	$	2,572,401	$	2,500,760

The following table sets forth a summary of the Company’s held for sale assets, held and used real estate assets that underwent impairment and real estate assets that underwent a casualty related impairment that were accounted for at fair value on a nonrecurring basis as of their respective measurement date (in thousands):


			Fair Value Hierarchy Level
Description	Fair Value		Level 1		Level 2		Level 3
Assets held at June 30, 2025
Real estate assets - impaired at March 31, 2025	$	3,637	$	—	$	—	$	3,637
Real estate assets - impaired at June 30, 2025	$	12,354	$	—	$	—	$	12,354

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7. Stockholders’ Equity

The Company issued shares under the Company’s distribution reinvestment program (the “DRIP”) during the six months ended June 30, 2025. Common Stock shares issued under the DRIP are issued at a 3% discount to the then-current NAV per share and the Company does not receive any cash for DRIP issuances as those dividends are instead reinvested into the Company. During the three months ended June 30, 2025 and 2024, the Company issued 107,289 and 107,515 shares of Common Stock, respectively, for equity contributions of $5.7 million and $6.1 million, respectively. During the six months ended June 30, 2025 and 2024, the Company issued 213,927 and 217,635 shares of Common Stock, respectively, for equity contributions of $11.4 million and $12.6 million, respectively.

2018 Long-Term Incentive Plan

The Company adopted the 2018 Long Term Incentive Plan (the “2018 LTIP”) whereby the Board, or a committee thereof, granted awards of restricted stock units (“RSUs”) or profits interest units in the OP (“PI Units”) to certain employees of the Company and the Adviser, or others at the discretion of the Board (including the directors and officers of the Company or other service providers of the Company or the OP). Under the terms of the 2018 LTIP, 426,307 shares of Common Stock were initially reserved, subject to automatic increase on January 1st of each year beginning with January 1, 2019 by a number equal to 10% of the total number of OP Units and vested PI Units outstanding on December 31st of the preceding year (the “2018 LTIP Share Reserve”), provided that the Board could act prior to each such January 1st to determine that there would be no increase for such year or that the increase would be less than the number of shares by which the 2018 LTIP Share Reserve would otherwise increase. In addition, the shares of Common Stock available under the 2018 LTIP could not exceed in the aggregate 10% of the number of OP Units and vested PI Units outstanding at the time of measurement. Grants could be made annually by the Board, or more or less frequently in the Board’s sole discretion. Vesting of grants made under the 2018 LTIP occur ratably over a period of time as determined by the Board and could include the achievement of performance metrics, also as determined by the Board in its sole discretion.

2023 Long-Term Incentive Plan

On July 11, 2023, the Company’s stockholders approved the 2023 Long Term Incentive Plan (the “2023 LTIP”) to replace the 2018 LTIP and on July 20, 2023, the Company filed a registration statement on Form S-8 registering 1,000,000 shares of Common Stock which the Company may issue pursuant to the 2023 LTIP. Under the 2023 LTIP, the compensation committee of the Board (“Compensation Committee”) may grant awards of option rights, stock appreciation rights, restricted stock, RSUs, performance shares, performance share units or cash incentive awards, or PI Units to directors and officers of the Company or other service providers of the Company and the OP, including employees of the Adviser. Under the terms of the 2023 LTIP, 1,000,000 shares of Common Stock were initially reserved, subject to automatic increase on January 1st of each year beginning with January 1, 2024 by a number equal to 10% of the total number of OP Units and vested PI Units outstanding on December 31st of the preceding year (the “Share Reserve”), provided that the Board may act prior to each such January 1st to determine that there will be no increase for such year or that the increase will be less than the number of shares by which the Share Reserve would otherwise increase. Vesting of grants made under the 2023 LTIP will occur over a period of time as determined by the Compensation Committee and may include the achievement of performance metrics, also as determined by the Compensation Committee in its sole discretion.

RSU Grants Under the 2018 LTIP and 2023 LTIP

On May 11, 2020, a total of 179,858 RSUs were granted to certain employees of the Adviser, officers of the Company and independent Board members. On February 15, 2021, a total of 191,506 RSUs were granted to certain employees of the Adviser, officers of the Company and independent Board members. On February 17, 2022, a total of 185,111 RSUs were granted to certain employees of the Adviser, officers of the Company and independent Board members. On April 11, 2023, a total of 186,770 RSUs were granted to certain employees of the Adviser, officers of the Company, and independent Board members. On April 3, 2024, a total of 191,937 RSUs were granted to certain employees of the Adviser, officers of the Company, and non-employee Board members. On April 4, 2025, a total of 229,371 RSUs were granted to certain employees of the Adviser, officers of the Company, and non-employee Board members. The RSUs granted to certain employees of the Adviser and officers of the Company on April 11, 2023, February 17, 2022, February 15, 2021 and May 11, 2020 vest 50% ratably over four years and 50% at the successful completion of an initial public offering (“IPO”). The RSUs granted to certain employees of the Adviser and officers of the Company on April 3, 2024 vest 50% ratably over four years and 50% at the successful completion of an initial public offering or the listing of the Company's Common Stock on a national securities exchange. The RSUs granted to certain employees of the Adviser and officers of the Company on April 4, 2025 vest 100% ratably over four years.

On April 4, 2025, the Compensation Committee (i) accelerated the vesting of the May 11, 2020 and February 15, 2021 RSU awards that were dependent upon the successful completion of an IPO, and as such the remaining outstanding RSUs under those respective awards vested on April 4, 2025 and (ii) revised the vesting schedule for the February 17, 2022, April 11, 2023 and April 3, 2024 RSU awards such that the awards vest 50% ratably over four years and 50% upon the earlier to occur: the date of a successful completion of an IPO, the listing of the Company's Common Stock on a national securities exchange (together, a “Company Listing Event”) or the final time vesting date. During the three and six months ended June 30, 2025, the Company recognized approximately $11.5 million of non-cash compensation expense related to the accelerated RSU award vesting, which is based on the fair value of the modified awards at the date of modification. The non-cash compensation expense is included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). The RSUs granted to non-employee Board members fully vest on the first anniversary of the grant date. Forfeitures are recognized as they occur. RSUs are valued at fair value (which is the NAV per share in effect) on the date of grant, with compensation expense recorded in accordance with the applicable vesting schedule that approximates a straight-line basis. Beginning on the date of grant, RSUs accrue dividends that are payable in cash on the vesting date. Once vested, the RSUs convert on a one-for-one basis into Common Stock. The estimated fair values of the RSUs that fully vested during the six months ended June 30, 2025 and 2024 were an aggregate of $14.5 million and $5.5 million, respectively.

As of June 30, 2025, the number of RSUs granted that are outstanding was as follows (dollars in thousands):


Dates	Number of RSUs		Value (1)




Outstanding December 31, 2024	663,530		$	34,071
Granted	229,371		12,510
Vested	(268,446)	(2)	(10,972)
Forfeited	(3,371)		(197)
Outstanding June 30, 2025	621,084		$	35,412

(1)Value is based on the number of RSUs granted multiplied by the most recent NAV per share on the date of grant, which was $54.54 for the April 4, 2025 grant, $58.95 for the April 3, 2024 grant, $63.04 for the April 11, 2023 grant, $54.14 for the February 17, 2022 grant, $36.56 for the February 15, 2021 grant, $30.82 for the May 11, 2020 grant, and $29.85 for the December 10, 2019 grant.

(2)Certain grantees elected to net the taxes owed upon vesting against the shares of Common Stock issued resulting in 190,987 shares of Common Stock being issued for the six months ended June 30, 2025, and 73,520 shares of Common Stock being issued for six months ended June 30, 2024, as shown on the consolidated statements of stockholders' equity.

The vesting schedule for the outstanding RSUs is as follows:


Vest Date						RSUs Vesting (1)
February 17, 2026						105,189
April 3, 2026						22,451
April 4, 2026						67,252
April 11, 2026						21,561
April 3, 2027						22,451
April 4, 2027						54,040
April 11, 2027						107,804
April 3, 2028						112,256
April 4, 2028						54,040
April 4, 2029						54,040

						621,084

(1)As of June 30, 2025, upon the successful completion of a Company Listing Event or change of control of the Company, 260,200 RSUs would vest immediately, instead of vesting on the final time vesting date according to the schedule above.

For the three months ended June 30, 2025 and 2024, the Company recognized approximately $15.9 million and $1.5 million, respectively, of non-cash compensation expense related to the RSUs, which is included in corporate general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2025 and 2024, the Company recognized approximately $17.2 million and $2.9 million, respectively, of non-cash compensation expense related to the RSUs, which is included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). As of June 30, 2025, total unrecognized compensation expense on RSUs was approximately $30.3 million, and the expense is expected to be recognized over a weighted average vesting period of 1.71 years.

Performance Share Grants under the 2023 LTIP

In connection with the Internalization of the Legacy VineBrook Manager and under the 2023 LTIP, on August 3, 2023, performance shares were granted to certain executives with an aggregate target of 63,452 performance shares. Vesting of 31,726 of the performance shares was based on the achievement of annual Portfolio growth and annual growth of rehabilitations of properties in the Portfolio (the “One Year Performance Shares”), and the vesting of 31,726 of the performance shares was based on the net operating income growth from 2023 through 2025 and core funds from operations per share growth from 2023 through 2025 (the “Three Year Performance Shares”). The achievement of the respective metrics would increase or decrease the number of shares which the grantee earns and therefore receives upon vesting. As of December 31, 2024, it was determined that 23,794 One Year Performance Shares were earned by executives based on annual Portfolio growth and annual growth of rehabilitations of properties in the Portfolio. The One Year Performance Shares vest 25% ratably over four years. The Three Year Performance Shares are based on the achievement of net operating income growth from 2023 through 2025 and core funds from operations per share growth from 2023 through 2025, and if the performance metrics are met when the performance period ends on January 1, 2026, the Three Year Performance Shares vest 50% ratably over two years. Forfeitures are recognized as they occur. Beginning on the date of grant, performance shares accrue dividends that are payable in cash on the vesting date. Once vested, the performance shares convert on a one-for-one basis into Common Stock. On June 10, 2025, certain executives granted performance shares were terminated whereby 31,726 Three Year Performance Shares, representing target performance, were deemed to be earned. In connection with the separation and release agreements, a total of 49,572 outstanding and earned performance shares, representing the remaining earned One Year Performance Shares and the Three Year Performance Shares deemed earned, vested on August 4, 2025. During the three and six months ended June 30, 2025, the Company recognized approximately $2.5 million of non-cash compensation expense related to the accelerated performance share vestings, which is included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

As of June 30, 2025, the number of performance shares earned was as follows (dollars in thousands):


Dates	Number of performance shares		Value (1)
Outstanding December 31, 2024	23,794		$	1,433
Earned	31,727		1,911
Vested	(5,949)	(2)	(358)
Forfeited	—		—
Outstanding June 30, 2025	49,572		$	2,986

(1)Value is based on the number of performance shares granted multiplied by the most recent NAV per share on the date the share is earned, which was $60.23 for the shares earned during the year ended December 31, 2023.

(2)Certain grantees elected to net the taxes owed upon vesting against the shares of Common Stock issued resulting in 2,610 shares of Common Stock being issued for the six months ended June 30, 2025, as shown on the consolidated statements of stockholders’ equity.

Series B Preferred Stock

On July 31, 2023, the Company issued 2,548,240 shares of 9.50% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), of the Company in a private offering for gross proceeds of approximately $63.7 million (the “Series B Preferred Offering”). Beginning on the day after the fourth anniversary of the original issuance date, the Series B Preferred Stock dividend rate will increase to 10.00% per annum; beginning on the day after the fifth anniversary of the original issuance date, the Series B Preferred Stock dividend rate will increase to 11.00% per annum; and beginning on the day after the sixth anniversary of the original issuance date and each anniversary thereafter, the Series B Preferred Stock dividend rate will increase an additional 2.00% per annum, with a maximum Series B Preferred Stock dividend rate of 17.00% per annum. The dividend rate will also increase upon the occurrence of certain default circumstances, as defined in the Articles Supplementary setting forth the terms of the Series B Preferred Stock. The Company has the option to redeem, in whole or in part, the Series B Preferred Stock at any time, from time to time, subject to certain redemption premiums if redeemed prior to the second anniversary of the original issuance date. The Company currently intends to exercise its option to redeem all of the outstanding Series B Preferred Stock on or prior to the fourth anniversary of the original issuance date. With respect to priority of payment of dividends, the Series B Preferred Stock ranks senior to all classes of Common Stock, and the Series B Preferred Stock and Series A Preferred Stock rank on parity with each other. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series B Preferred stockholders are entitled to be paid out, at a price equal to $25.00 per share plus any accrued and unpaid distributions (whether or not declared), after payment of the Company's debts and other liabilities. An aggregate of approximately $2.9 million in selling commissions and fees were paid in connection therewith. OSL purchased shares of Series B Preferred Stock in the Series B Preferred Offering. A majority of net proceeds were used to partially pay down the Warehouse Facility and a $75.0 million bridge credit agreement of the Company and fund a $20.0 million reserve with KeyBank.

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8. Noncontrolling Interests

Redeemable Noncontrolling Interests in the OP

The following table presents the capital contributions, distributions, and profits and losses allocated to PI Units and OP Units not held by the Company (the “noncontrolling interests”) in the OP (in thousands):


	Balances
Redeemable noncontrolling interests in the OP, December 31, 2024	$	257,454
Net loss attributable to redeemable noncontrolling interests in the OP	(16,369)
Contributions by redeemable noncontrolling interests in the OP	1,460
Distributions to redeemable noncontrolling interests in the OP	(5,844)

Equity-based compensation	26,376
Other comprehensive loss attributable to redeemable noncontrolling interests in the OP	(1,230)
Adjustment to reflect redemption value of redeemable noncontrolling interests in the OP	(5,313)
Redeemable noncontrolling interests in the OP, June 30, 2025	$	256,534

As of June 30, 2025, the Company held 19,641,598 Class A OP Units, NREO held 2,814,062 Class B OP Units, NRESF held 97,601 Class C OP Units, GAF REIT held 154,025 Class C OP Units and the VineBrook Contributors and other Company insiders held 1,636,182 Class C OP Units. As of June 30, 2025, the Company held all outstanding 6.50% Series A Cumulative Redeemable Preferred Units and 9.50% Series B Cumulative Redeemable Preferred Units of the OP.

PI Unit Grants Under the 2018 LTIP

In connection with the 2018 LTIP, PI Units have been issued to key personnel and senior management. On May 11, 2020, a total of 219,826 PI Units were granted; on November 30, 2020, a total of 11,764 PI Units were granted; on May 31, 2021, a total of 246,169 PI Units were granted; on August 10, 2022, a total of 27,849 PI Units were granted; and on February 22, 2023, a total of 79,304 PI Units were granted. The PI Units are a special class of partnership interests in the OP with certain restrictions, which are convertible into Class C OP Units, subject to satisfying vesting and other conditions. PI Unit holders are entitled to receive the same distributions as holders of our OP Units (only if we declare and pay such distributions). The PI Units granted on May 11, 2020 and May 31, 2021 vest 50% ratably over four years and 50% at the successful completion of an IPO and the PI Units granted on November 30, 2020 vest 100% ratably over four years. The PI Units granted on August 10, 2022 and February 22, 2023 generally vest ratably over five years.

On April 4, 2025, the Compensation Committee (i) accelerated the vesting of the May 11, 2020 and November 30, 2020 PI Unit grants that were dependent upon the successful completion of an IPO, and as such the remaining outstanding PI Units under those respective awards vested on April 4, 2025 and (ii) revised the vesting schedule for the May 31, 2021 PI Unit grants such that the awards vested 50% ratably over four years and 50% upon the earlier to occur: the date of the successful completion of an IPO or the final time vesting date. During the three and six months ended June 30, 2025, the Company recognized approximately $12.0 million of non-cash compensation expense related to the accelerated vestings of PI Units, which is included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). Once vested and converted into Class C OP Units in accordance with the OP LPA, the PI Units will then be fully recognized as Class C OP Units, which are subject to a one year lock up period before they can be converted to Common Stock. Forfeitures are recognized as they occur. PI Units are valued at fair value on the date of grant, with compensation expense recorded in accordance with the applicable vesting schedule over the periods in which the restrictions lapse, that approximates a straight-line basis. We valued the PI Units at a per-unit value equivalent to the per-share offering price of our OP Units less discounts estimated by a third-party consultant. Beginning on the date of grant, PI Units accrue dividends that are payable in cash quarterly (if we declare and pay distributions to holders of our OP Units).

PI Unit Grants Under the 2023 LTIP

In connection with the Internalization of the Legacy VineBrook Manager and under the 2023 LTIP, PI Units have been issued to executives of the Legacy VineBrook Manager. On August 3, 2023, a total of 475,888 PI Units were granted. The PI Units are a special class of partnership interests in the OP with certain restrictions, which are convertible into Class C OP Units, subject to satisfying vesting and other conditions. PI Unit holders are entitled to receive the same distributions as holders of our OP Units (only if we declare and pay such distributions). The PI Units granted on August 3, 2023 were originally scheduled to vest 100% on February 28, 2026. On June 10, 2025, certain executives were terminated by the Company, whereby 100% of the PI Units granted on August 3, 2023 vested on August 4, 2025. During the three and six months ended June 30, 2025, the Company recognized approximately $7.6 million of non-cash compensation expense related to the accelerated vesting of August 3, 2023 PI Unit award, which is included in general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). Once vested and converted into Class C OP Units in accordance with the OP LPA, the PI Units will then be fully recognized as Class C OP Units, which are subject to a one year lock up period before they can be converted to Common Stock. Forfeitures are recognized as they occur. PI Units are valued at fair value on the date of grant, with compensation expense recorded in accordance with the applicable vesting schedule over the periods in which the restrictions lapse, that approximates a straight-line basis. We valued the PI Units at a per-unit value equivalent to the per-share offering price of our OP Units less a discount for lack of marketability and other discounts estimated by a third-party consultant. Beginning on the date of grant, PI Units accrue dividends that are payable in cash quarterly (if we declare and pay distributions to holders of our OP Units).

As of June 30, 2025, the number of PI Units granted that are outstanding and unvested was as follows (dollars in thousands):


Dates	Number of PI Units	Value (1)




Outstanding December 31, 2024	813,840	$	44,113
Granted	—	—
Vested	(270,310)	(9,977)
Forfeited	(28,950)	(1,570)
Outstanding June 30, 2025	514,580	$	32,566

(1)Value is based on the number of PI Units granted multiplied by the estimated per unit fair value on the date of grant, which was $29.12 for the November 21, 2019 grant, $30.16 for the May 11, 2020 grant, $33.45 for the November 30, 2020 grant, $38.29 for the May 31, 2021 grant, $61.74 for the August 10, 2022 grant, $63.04 for the February 22, 2023 grant and $61.63 for the August 3, 2023 grant.

The vesting schedule for the PI Units is as follows:


Vest Date						PI Units Vesting
August 4, 2025						482,278
September 23, 2025						1,110
February 22, 2026						9,516
April 25, 2026						1,322
February 22, 2027						9,516
April 25, 2027						1,322
February 22, 2028						9,516

						514,580

For the three months ended June 30, 2025 and 2024, the OP recognized approximately $22.9 million and $3.6 million, respectively, of non-cash compensation expense related to the PI Units, which is included in general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2025 and 2024, the OP recognized approximately $26.4 million and $7.3 million, respectively, of non-cash compensation expense related to the PI Units, which is included in general and administrative expenses on the Company’s consolidated statements of operations and comprehensive income (loss). As of June 30, 2025, total unrecognized compensation expense on PI Units was approximately $1.8 million, and the expense is expected to be recognized over a weighted average vesting period of 0.19 year.

The table below presents the consolidated Common Stock and OP Units outstanding held by the noncontrolling interests (“NCI”), as the OP Units held by the Company are eliminated in consolidation.


Year End	Common Stock Shares Outstanding	OP Units Held by NCI	Consolidated Common Stock Shares and NCI OP Units Outstanding


December 31, 2024	25,377,421	4,720,458	30,097,879
March 31, 2025	25,508,642	4,708,089	30,216,731
June 30, 2025	25,753,592	4,701,870	30,455,462

Redeemable Noncontrolling Interests in Consolidated VIEs

As of June 30, 2025, approximately 5,057,973 limited partnership units of the SFR OP (“SFR OP Units”) were held by affiliates of the Company. The following table presents the capital contributions, distributions, and profits and losses allocated to SFR OP Units not held by the Company (the “redeemable noncontrolling interests in consolidated VIEs”) (in thousands):


	Balances
Redeemable noncontrolling interests in consolidated VIEs, December 31, 2024	$	80,711
Net loss attributable to redeemable noncontrolling interests in consolidated VIEs	(9,671)
Contributions by redeemable noncontrolling interests in consolidated VIEs	2,786
Distributions to redeemable noncontrolling interests in consolidated VIEs	(2,786)
Adjustment to reflect redemption value of redeemable noncontrolling interests in consolidated VIEs	11,961
Redeemable noncontrolling interests in consolidated VIEs, June 30, 2025	$	83,001

Noncontrolling Interests in Consolidated VIEs

The following table presents the capital contributions, distributions, and profits and losses allocated to NexPoint Homes Class A common stock, par value $0.01 per share and NexPoint Homes Class I common stock, par value $0.01 not held by the Company (the “noncontrolling interests in consolidated VIEs”) (in thousands):


	Balances
Noncontrolling interests in consolidated VIEs, December 31, 2024	$	6,083
Net loss attributable to noncontrolling interests in consolidated VIEs	(1,343)
Contributions by noncontrolling interests in consolidated VIEs	307
Distributions to noncontrolling interests in consolidated VIEs	(424)
Redemptions by noncontrolling interests in consolidated VIEs	(1,211)
Noncontrolling interests in consolidated VIEs, June 30, 2025	$	3,412

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9. Redeemable Series A Preferred Stock

The Company has issued 5,000,000 shares of Series A Preferred Stock as of June 30, 2025. The Series A Preferred Stock has a redemption value of $25.00 per share and is mandatorily redeemable on October 7, 2027 unless a Listing Event is effectuated as defined in the Articles of Amendment and Restatement, subject to certain extensions. With respect to priority of payment of dividends, the Series A Preferred Stock ranks senior to all classes of Common Stock, and the Series A Preferred Stock and Series B Preferred Stock rank on parity with each other. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series A Preferred stockholders are entitled to be paid out, at a price equal to $25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not earned, authorized or declared), after payment of the Company's debts and other liabilities.

The following table presents the redeemable Series A Preferred Stock (dollars in thousands):


	Series A Preferred Stock shares	Balances
Redeemable Series A Preferred stock, December 31, 2024	4,996,000	$	122,820


Net income attributable to Redeemable Series A Preferred stockholders	—	4,060
Dividends declared to Redeemable Series A Preferred stockholders	—	(4,060)
Accretion to redemption value	—	337
Redeemable Series A Preferred stock, June 30, 2025	4,996,000	$	123,157

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10. Related Party Transactions

VineBrook Advisory Fee

Pursuant to the Advisory Agreement, the Company will pay the Adviser, on a monthly basis in arrears, an advisory fee at an annualized rate of 0.75% of the gross asset value of the Company (as calculated pursuant to the terms of the Advisory Agreement). The Adviser will manage the Company’s business including, among other duties, advising the Board to issue distributions, preparing our quarterly and annual consolidated financial statements prepared under GAAP, development and maintenance of internal accounting controls, management and conduct of maintaining our REIT status, calculation of our NAV and recommending the appropriate NAV to be set by the Board, reporting to holders of Common Stock, our tax filings, and other responsibilities customary for an external advisor to a business similar to ours. With certain specified exceptions, the advisory fee together with reimbursement of operating and offering expenses may not exceed 1.5% of average total assets of the Company and the OP, as determined in accordance with GAAP on a consolidated basis, at the end of each month (or partial month) (i) for which any advisory fee is calculated or (ii) during the year for which any expense reimbursement is calculated.

For the three months ended June 30, 2025 and 2024, the Company expensed advisory fees of approximately $4.2 million and $4.3 million, respectively, in the VineBrook Portfolio which are included in advisory fees on the consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2025 and 2024, the Company expensed advisory fees of approximately $8.4 million and $8.6 million, respectively, in the VineBrook Portfolio which are included in advisory fees on the consolidated statements of operations and comprehensive income (loss). As of June 30, 2025 and 2024, the Company had $9.1 million and $18.6 million of accrued advisory fees payable, respectively, which are included in accounts payable and other accrued liabilities on the consolidated balance sheets.

Internalization of the Adviser

The Company may acquire all of the outstanding equity interests of the Adviser (an “Adviser Internalization”) under certain provisions (a “Purchase Provision”) of the Advisory Agreement to effect an Adviser Internalization upon the payment of a certain fee (an “Adviser Internalization Fee”). If the Company determines to acquire the equity interests of the Adviser, the applicable Purchase Provision of the Advisory Agreement provides that the Adviser must first agree to such acquisition and that the Company will pay the Adviser an Adviser Internalization Fee equal to three times the total of the prior 12 months’ advisory fee, payable only in capital stock of the Company.

Series B Preferred Offering

OSL purchased shares of Series B Preferred Stock in the Series B Preferred Offering (See Note 7).

NexBank

The Company and the OP maintain bank accounts with NexBank, a Texas state chartered bank (“NexBank”). NexBank charges no recurring maintenance fees on the accounts. The following table provides a reconciliation of cash and restricted cash reported on the consolidated balance sheets that is held at NexBank (in thousands):


	Cash at NexBank
	June 30, 2025		December 31, 2024
VineBrook Portfolio	$	1,749	$	90
NexPoint Homes Portfolio	1,142		3,727
Total cash at NexBank	$	2,891	$	3,817

A director of the Company (i) is the beneficiary of a trust that indirectly owns 100% of the limited partnership interests in the parent of Adviser and directly owns 100% of the general partnership interests in the parent of the Adviser and (ii) is a director of the holding company of NexBank, directly owns a minority of the common stock of NexBank, and is the beneficiary of a trust that directly owns a substantial portion of the common stock of NexBank.

NexPoint Homes Transactions

In connection with the Company’s consolidated investment in NexPoint Homes, the Company consolidated non-controlling interests in NexPoint Homes that were contributed by affiliates of the Adviser. As of June 30, 2025, these affiliates had contributed approximately $124.3 million of equity to NexPoint Homes. Additionally, the Company has consolidated five SFR OP convertible notes that are loans from affiliates of the Adviser to the SFR OP that bear interest at 7.50% and mature on June 30, 2027 (the “SFR OP Convertible Notes”). The holders of the SFR OP Convertible Notes may elect to convert all or part of the outstanding principal and accrued but unpaid interest into SFR OP Units, as calculated based on the current NAV at time of conversion. The SFR OP may prohibit conversion if certain conditions exist, including if the conversion would result in a negative impact to the REIT status of NexPoint Homes. As of June 30, 2025, the total principal outstanding on the SFR OP Convertible Notes was approximately $95.5 million which is included in notes payable on the consolidated balance sheets. For the three months ended June 30, 2025 and 2024, the SFR OP recorded approximately $1.8 million and $1.9 million of interest expense related to the SFR OP Convertible Notes, respectively. For the six months ended June 30, 2025 and 2024, the SFR OP recorded approximately $3.7 million and $3.8 million of interest expense related to the SFR OP Convertible Notes, respectively. As of June 30, 2025 and December 31, 2024, approximately $19.0 million and $7.8 million of interest expense, respectively, related to the SFR OP Convertible Notes remained accrued within accrued interest payable on the consolidated balance sheets.

As of December 31, 2024, the Company consolidated an approximately $1.1 million loan, net of the provision for loan losses, from the SFR OP to the NexPoint Homes Manager (as defined below) (the “HomeSource Note”). The HomeSource Note bore interest at daily SOFR plus 2.00% and would have matured on February 1, 2027. In connection with the HomeSource Note, the SFR OP received a 9.99% non-voting interest in the HomeSource Operations, LLC (the “HomeSource Investment”). During the year ended December 31, 2024, the NexPoint Homes Manager (as defined below) notified the SFR OP that the NexPoint Homes Manager intended to cease business operations. As such, NexPoint Homes wrote off the entirety of its HomeSource Investment, and the $0.7 million loss was included in Gain (loss) on sales and impairment of real estate, net on the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2024 . During the six months ended June 30, 2025, the Company received $1.6 million on the HomeSource Note and the $0.5 million reversal of the provision for loan losses is included on the consolidated statements of operations and comprehensive income (loss).

On June 8, 2022, NexPoint Homes entered into an advisory agreement (the “NexPoint Homes Advisory Agreement”) with NexPoint Real Estate Advisors XI, LP (the “NexPoint Homes Adviser”), an affiliate of the Adviser. Under the terms of the NexPoint Homes Advisory Agreement, the NexPoint Homes Adviser manages the day-to-day affairs of NexPoint Homes for a fee equal to 0.75% of the consolidated enterprise value of NexPoint Homes. Additionally, the NexPoint Homes Adviser charges a fee equal to 0.25% of each transaction in connection with the procurement of debt or equity capital for NexPoint Homes. For the three months ended June 30, 2025 and 2024, NexPoint Homes incurred advisory fees of approximately $0.8 million and $0.9 million in connection with the NexPoint Homes Advisory Agreement, respectively, which is included in advisory fees on the consolidated statements of operations and comprehensive income (loss). For the six months ended June 30, 2025 and 2024, NexPoint Homes incurred advisory fees of approximately $1.6 million and $1.8 million in connection with the NexPoint Homes Advisory Agreement, respectively, which is included in advisory fees on the consolidated statements of operations and comprehensive income (loss). As of June 30, 2025 and December 31, 2024, NexPoint Homes has $7.9 million and $6.3 million of accrued advisory fees payable, respectively, which are included in accounts payable and other accrued liabilities on the consolidated balance sheets.

Prior to September 19, 2024, the NexPoint Homes Portfolio was generally managed by HomeSource Operations, LLC, a Delaware limited liability company (the “NexPoint Homes Manager” or “HomeSource”), pursuant to the terms of a management agreement between the SFR OP and the NexPoint Homes Manager dated June 8, 2022 (the “NexPoint Homes Management Agreement”). In July 2024, the NexPoint Homes Manager notified the SFR OP that the NexPoint Homes Manager intended to cease business operations. On November 22, 2024, the SFR OP sent the NexPoint Homes Manager a termination notice to formally terminate the NexPoint Homes Management Agreement and related side letter. Management fees under the NexPoint Homes Management Agreement ceased accruing as of September 14, 2024 when the NexPoint Homes Manager ceased providing property management and related services to the SFR OP.

During the year ended December 31, 2024, approximately $3.4 million in fees were earned by the NexPoint Homes Manager in connection with the NexPoint Homes Management Agreement. Related to the fees earned by the NexPoint Homes Manager, approximately $1.8 million and $1.4 million were expensed and included within property management fees and general and administrative expenses, respectively, on the consolidated statements of operations and comprehensive income (loss), and $0.2 million were capitalized to the property basis and included within buildings and improvements on the consolidated balances sheets based on the nature of the fee for the year ended December 31, 2024.

SFR OP Note Payable

On July 10, 2024, the SFR OP as borrower entered into the SFR OP Note Payable III with NREF, an entity that is advised by an affiliate of our Adviser. Subsequent to June 30, 2025, the SFR OP entered into an Amendment No. 1 to extend the maturity date to July 10, 2026. See Notes 5 and 14.

The OSL Loan

On February 25, 2025, the OP, as borrower, entered into the OSL Loan with OSL, an entity that may be deemed an affiliate of the Company's Adviser through common beneficial ownership. See Note 5.

NexPoint Homes OSL Note

On May 15, 2025, NexPoint SFR SPE 2, LLC, a wholly owned subsidiary of SFR OP, entered into the NexPoint Homes OSL Note with OSL, as lender. OSL is an entity that may be deemed an affiliate of the Company’s Adviser through common beneficial ownership. See Note 5.

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11. Commitments and Contingencies

Commitments

In the normal course of business, the Company enters into various construction related purchase commitments with parties that provide these goods and services. In the event the Company were to terminate construction services prior to the completion of projects, the Company could potentially be committed to satisfy outstanding or uncompleted purchase orders with such parties. As of June 30, 2025, management does not anticipate any material deviations from schedule or budget related to rehabilitation projects currently in process.

Contingencies

In the normal course of business, the Company is subject to claims, lawsuits, and legal proceedings. While it is not possible to ascertain the ultimate outcome of all such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on the consolidated balance sheets or consolidated statements of operations and comprehensive income (loss) of the Company. The Company is not involved in any material litigation nor, to management’s knowledge, is any material litigation currently threatened against the Company or its properties or subsidiaries.

The Company is not aware of any environmental liability with respect to the properties it owns that could have a material adverse effect on the Company’s business, assets, or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on the Company’s results of operations and cash flows.

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12. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to stockholders by the weighted average number of shares of the Company’s Common Stock outstanding, which excludes any unvested RSUs, earned performance shares and PI Units issued pursuant to the 2018 LTIP or 2023 LTIP. Diluted earnings (loss) per share is computed by adjusting basic earnings (loss) per share for the dilutive effects of the assumed vesting of RSUs, earned performance shares and PI Units and the conversion of OP Units and vested PI Units to Common Stock. During periods of net loss, the assumed vesting of RSUs, earned performance shares and PI Units and the conversion of OP Units and vested PI Units to Common Stock is anti-dilutive and is not included in the calculation of diluted earnings (loss) per share. The following table sets forth the computation of basic and diluted earnings (loss) per share for the periods presented (in thousands, except per share amounts):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Numerator for loss per share:
Net loss	$	(69,964)	$	(38,633)	$	(109,115)	$	(82,704)
Adjustments:
Dividends on and accretion to redemption value of Redeemable Series A Preferred stock	2,198		2,030		4,397		4,237
Net income attributable to Redeemable Series B Preferred stock	1,513		—		3,026		—
Net loss attributable to redeemable noncontrolling interests in the OP	(10,494)		(5,796)		(16,369)		(12,407)
Net loss attributable to redeemable noncontrolling interests in consolidated VIEs	(3,968)		(5,840)		(9,671)		(11,515)
Net loss attributable to noncontrolling interests in consolidated VIEs	(528)		(921)		(1,343)		(1,814)
Net loss attributable to common stockholders	$	(58,685)	$	(28,106)	$	(89,155)	$	(61,205)

Denominator for earnings (loss) per share:
Weighted average common shares outstanding - basic	25,724		25,235		25,594		25,167
Weighted average unvested RSUs, PI Units, Earned Performance Shares and OP Units (1)	—		—		—		—
Weighted average common shares outstanding - diluted	25,724		25,235		25,594		25,167

Earnings (loss) per weighted average common share:
Basic	$	(2.28)	$	(1.11)	$	(3.48)	$	(2.43)
Diluted	$	(2.28)	$	(1.11)	$	(3.48)	$	(2.43)

(1)For the three months ended June 30, 2025 and 2024, excludes approximately 6,479,455 shares and 5,322,555 shares, respectively, related to the assumed vesting of RSUs, earned performance shares and PI Units and the conversion of OP Units and vested PI Units to Common Stock, as the effect would have been anti-dilutive. For the six months ended June 30, 2025 and 2024, excludes approximately 6,609,127 shares and 5,374,706 shares, respectively, related to the assumed vesting of RSUs, earned performance shares and PI Units and the conversion of OP Units and vested PI Units to Common Stock, as the effect would have been anti-dilutive.

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13. Segment Reporting

Following the formation of NexPoint Homes, the Company has two reportable segments: the VineBrook Portfolio and the NexPoint Homes Portfolio. These two portfolios serve different strategic purposes and employ different decision-making metrics in managing the respective pools of assets and allocating capital and other resources to the respective pools. The VineBrook Portfolio generally purchases homes to implement a value-add strategy, and the NexPoint Homes Portfolio generally purchases newer homes that require less rehabilitation. Based on the foregoing differences, the Company has identified the VineBrook Portfolio and the NexPoint Homes Portfolio as separate and distinct operating segments and has classified the two portfolios as two reportable segments. The Company’s chief operating decision maker is our President and Chief Executive Officer. For a description of the services from which these reportable segments derive their revenues, see Notes 1 and 2.

The accounting policies of both segments are the same as those described in the Summary of Significant Accounting Policies. The chief operating decision maker primarily assesses performance for the segments separate and distinct from each other and decides how to allocate resources based primarily on segment net income (loss). The corporate related costs that support the VineBrook Portfolio and NexPoint Homes Portfolio are included in their respective segment to align with how the financial information is viewed by the chief operating decision maker. The measures of segment assets are based on each segment’s total assets. The chief operating decision maker separately analyzes the operations of each distinct portfolio in the annual budget and forecasting process. Additionally, the chief operating decision maker also regularly monitors budget-to-actual variances, focusing on the major components of each segment’s net income (loss), in deciding whether to reinvest profits into new or existing investments, into other parts of the entity or in deciding whether to dispose of particular investments.

The following table presents the reportable segments measures of profitability, along with significant segment expenses (in thousands):


	For the Three Months Ended June 30, 2025						For the Three Months Ended June 30, 2024
	VineBrook Portfolio		NexPoint Homes Portfolio		Total Company		VineBrook Portfolio		NexPoint Homes Portfolio		Total Company
Total Revenues	$	83,483	$	10,721	$	94,204	$	79,993	$	11,752	$	91,745
Property operating expenses	19,380		2,022		21,402		18,184		1,581		19,765
Real estate taxes and insurance	14,893		3,019		17,912		14,409		2,660		17,069
Advisory fees	4,182		788		4,970		4,289		898		5,187
General and administrative expenses	54,147		1,155		55,302		18,642		(604)		18,038
Depreciation and amortization	26,696		5,496		32,192		23,979		7,399		31,378
Interest expense	28,244		6,873		35,117		26,623		7,735		34,358
Other segment expense/(income) (1)	(3,284)		557		(2,727)		(1,177)		5,760		4,583
Segment net loss	$	(60,775)	$	(9,189)	$	(69,964)	$	(24,956)	$	(13,677)	$	(38,633)


	For the Six Months Ended June 30, 2025						For the Six Months Ended June 30, 2024
	VineBrook Portfolio		NexPoint Homes Portfolio		Total Company		VineBrook Portfolio		NexPoint Homes Portfolio		Total Company
Total Revenues	$	166,011	$	20,954	$	186,965	$	158,282	$	23,748	$	182,030
Property operating expenses	39,016		4,139		43,155		35,844		3,550		39,394
Real estate taxes and insurance	30,063		5,048		35,111		28,924		5,332		34,256
Advisory fees	8,383		1,571		9,954		8,633		1,813		10,446
General and administrative expenses	70,108		6,243		76,351		38,552		703		39,255
Depreciation and amortization	51,173		11,024		62,197		48,016		15,418		63,434
Interest expense	56,849		13,610		70,459		51,411		16,251		67,662
Other segment expense/(income) (1)	(2,922)		1,775		(1,147)		2,647		7,640		10,287
Segment net loss	$	(86,659)	$	(22,456)	$	(109,115)	$	(55,745)	$	(26,959)	$	(82,704)

(1)Other segment expense/(income) includes property management fees, loss on extinguishment of debt, loss on sales and impairment of real estate, net, investment income, reversal of (provision for) loan losses, loss on forfeited deposits and internalization costs.

The following table presents measures of each segment’s assets and select balance sheet data for the reportable segments (in thousands):


	As of June 30, 2025						As of December 31, 2024
	VineBrook Portfolio		NexPoint Homes Portfolio		Total Company		VineBrook Portfolio		NexPoint Homes Portfolio		Total Company
Assets






Total assets	$	2,506,681	$	593,378	$	3,100,059	$	2,578,820	$	630,628	$	3,209,448

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14. Subsequent Events

The Company evaluated subsequent events through the date the consolidated financial statements were issued, to determine if any significant events occurred subsequent to the balance sheet date that would have a material impact on these consolidated financial statements and determined the following events were material:

Dispositions

Subsequent to June 30, 2025, the Company disposed of 95 homes in the VineBrook Portfolio that were classified as held for sale as of June 30, 2025 for net proceeds of approximately $12.4 million.

Homes Classified as Held For Sale Subsequent to June 30, 2025

Subsequent to June 30, 2025, the Company moved 234 homes in the VineBrook Portfolio to held for sale and as of August 11, 2025, 473 homes in total were classified as held for sale.

JPM Facility

On July 28, 2025, the Company entered into Amendment No. 6 to the JPM Facility, wherein the maturity date was extended to October 31, 2025, and the commitment was reduced to the amount equal to the advances outstanding as of the Amendment No. 6 effective date and all repayments will permanently reduce the commitment. Subsequent to June 30, 2025, the Company paid down approximately $0.5 million on the JPM Facility. As of August 11, 2025, $95.6 million remains outstanding under the JPM Facility.

OSL Loan II

On August 7, 2025, the OP, as borrower, entered into a secured $10.0 million revolving credit agreement (the “OSL Loan II”) with OSL. OSL is an entity that may be deemed an affiliate of the Company's Adviser through common beneficial ownership. The OSL Loan II provides for a 2-year, interest-only loan at a 9.0% fixed interest rate and is guaranteed by the Company. As of August 14, 2025, the outstanding balance of the OSL Loan II was approximately $10.0 million.

SFR OP Note Payable III

On July 9, 2025, the SFR OP entered into Amendment No. 1 to the SFR OP Note Payable III, wherein the maturity date was extended to July 10, 2026. On July 31, 2025, the SFR OP drew an additional $3.4 million on the promissory note, and the outstanding balance on the SFR OP Note Payable III as of August 11, 2025, is $5.0 million.

NAV Determination

On August 14, 2025, in accordance with the Valuation Methodology, the Pricing Committee determined that the Company’s NAV per share calculated on a fully diluted basis was $54.25 as of June 30, 2025. Common Stock and OP Units issued under the respective DRIPs will be issued a 3.0% discount to the NAV per share in effect.

Separation Agreement

As previously disclosed, in connection with the Externalization, on June 10, 2025 (the “Separation Date”), the Company terminated the employment of Dana Sprong and Ryan McGarry (each, an “Executive”). On July 21, 2025, each Executive entered into a separation agreement and release of claims (each, a “Separation Agreement”). As a result, as of July 21, 2025, Mr. Sprong has resigned from the Company’s Board in connection with his execution of the Separation Agreement.

Pursuant to the Separation Agreements, each Executive will receive a lump sum payment of $1,650,000, subject to applicable taxes and withholdings, payable on the 60th calendar day following the Separation Date. Additionally, any equity awards that are unvested as of the Separation Date will vest on the 55th day following the Separation Date, in accordance with the terms of the applicable award agreement, including 237,944.16 PI Units and 24,785.844 performance shares of the Company.

The Severance Agreement additionally contains, among other things, mutual non-disparagement provisions and a mutual release of claims by each Executive and the Company.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of our financial condition and our historical results of operations. The following should be read in conjunction with our financial statements and accompanying notes included herein and with our Annual Report on Form 10-K, filed with the SEC on March 28, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those projected, forecasted, or expected in these forward-looking statements as a result of various factors, including, but not limited to, those discussed below and elsewhere in this Form 10-Q. See “Cautionary Note Regarding Forward-Looking Statements” in this report and the information under the heading “Risk Factors” in Part I, Item IA, “Risk Factors” of our Annual Report. Our management believes the assumptions underlying the Company’s financial statements and accompanying notes are reasonable. However, the Company’s financial statements and accompanying notes may not be an indication of our financial condition and results of operations in the future.

Overview

The Company is an owner and operator of single-family rental homes that are rented to residents under leases with typical durations of one year. 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. Our investment focus has historically been on the affordable and workforce segments of the housing industry, but we are not precluded from investing in homes in the higher-cost segments of the housing industry. We typically acquire homes in locations where we believe we can contribute to revitalizing the surrounding community.

The Company has two reportable segments, the VineBrook Portfolio and the NexPoint Homes Portfolio. The VineBrook Portfolio is the Company’s primary reportable segment comprised of 20,449 homes as of June 30, 2025 which represents a significant majority of the Company’s consolidated portfolio and operations. The VineBrook Portfolio is the legacy reportable segment and generally purchases homes to implement a value-add strategy, although Company management has begun to underwrite acquisitions of newer homes in “built-to-rent” (“BTR”) communities. The NexPoint Homes Portfolio is a reportable segment added during 2022 comprised of 2,103 homes as of June 30, 2025 and represents a minority of the Company’s consolidated portfolio and operations. The NexPoint Homes Portfolio is a consolidated and supplemental reportable segment that generally purchases newer homes that require less rehabilitation compared to the VineBrook Portfolio. As of June 30, 2025, we, through our OP and its consolidated subsidiaries, owned and operated 22,552 single family rental homes located in 20 states.

We are primarily focused on acquiring, renovating (when appropriate), leasing, maintaining and otherwise managing single family rental home investments primarily located in large to medium size cities and suburbs located in the midwestern, heartland and southeastern United States. We have historically employed targeted management and a value-add program at a majority of our homes in an attempt to improve rental rates and the net operating income (“NOI”) at our homes, enhance cash flow, provide quarterly cash distributions and seek long-term capital appreciation for our stockholders as well as provide our residents with affordable, safe and clean homes with a high quality of service. In the future, while we may continue to buy older homes and renovate them to add value and increase rental rates, we also intend to invest in newer homes in BTR communities in higher growth markets within our geographic footprint. We are externally advised by the Adviser through the Advisory Agreement, which will automatically renew on the anniversary of the renewal date for one-year terms thereafter, unless otherwise terminated.

The properties comprising the VineBrook Portfolio as of June 30, 2025 were managed exclusively by a subsidiary of the OP. On June 10, 2025, the OP entered into the Externalization Agreements with the Evergreen Manager. Pursuant to the Externalization Agreements, the Evergreen Manager will provide property management services to and generally operate the VineBrook Portfolio as well as provide certain asset management, acquisition, disposition and other services previously provided by a subsidiary of the OP. On July 18, 2025, the initial group of properties within the VineBrook Portfolio were transitioned to the Evergreen Manager platform, with the remaining properties to be transferred no later than the end of 2025. On the Transition Effective Date, all of the Legacy VineBrook Management Agreements will have terminated. As a result of the Management Agreements, on the Transition Effective Date the VineBrook Portfolio will be externally managed by the Evergreen Manager.

The NexPoint Homes Portfolio has transitioned property management to Mynd, as discussed in Note 4 of our consolidated financial statements.

On October 16, 2019, Highland Capital Management, L.P. (“Highland”), a former affiliate of our Adviser, filed for Chapter 11 bankruptcy protection with the United States Bankruptcy Court for the District of Delaware (the “Highland Bankruptcy”), which was subsequently transferred to the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). On January 9, 2020, the Bankruptcy Court approved a change of control of Highland, which involved the resignation of James Dondero as the sole director of, and the appointment of an independent board to, Highland’s general partner. On September 21, 2020, Highland filed a plan of reorganization and disclosure statement with the Bankruptcy Court, which was subsequently amended (the “Fifth Amended Plan of Reorganization”). On October 9, 2020, Mr. Dondero resigned as an employee of Highland and as portfolio manager for all Highland-advised funds. As a result of these changes, NexPoint Advisors, L.P. (“NexPoint”) is no longer under common control with Highland and therefore Highland is no longer affiliated with us. On February 22, 2021, the Bankruptcy Court entered an order confirming Highlands’s Fifth Amended Plan of Reorganization (the “Plan”), which became effective on August 11, 2021. On October 15, 2021, Marc S. Kirschner, as litigation trustee of a litigation subtrust formed pursuant to the Plan, filed a lawsuit (the “Bankruptcy Trust Lawsuit”) against various persons and entities, including NexPoint and James Dondero. On March 24, 2023, the litigation trustee filed a motion for leave to stay the Bankruptcy Trust Lawsuit, which was granted by the Bankruptcy Court on April 4, 2023. Per the court’s order, the Bankruptcy Trust Lawsuit is stayed until any party provides 30 days’ notice of the intent to resume the adversary proceeding, with all pending deadlines extended for a period of time commensurate with the length of stay. As of the date of this filing, the Bankruptcy Trust Lawsuit continues to be stayed. On February 8, 2023, UBS Securities LLC and UBS AG London (collectively, “UBS”) filed a lawsuit in the Supreme Court of the State of New York, County of New York related to a default that occurred in 2009 on a warehouse facility between UBS and funds affiliated with Highland. The lawsuit makes claims against several persons and entities, including Mr. Dondero, the President of the Adviser, seeking to collect on $1.3 billion in judgments UBS obtained against entities that were managed indirectly by Highland (the “UBS Lawsuit”). On March 7, 2023, the matter was removed to the United States District Court for the Southern District of New York. On April 6, 2023, UBS moved to have the case remanded to New York state court. The federal court remanded the state-law causes of action and retained and stayed the federal cause of action. On February 26, 2024, several of the respondents, including Mr. Dondero, filed motions in state court to dismiss the UBS Lawsuit on various grounds. A hearing was held on July 8, 2024. The court dismissed the claims against one respondent, CLO HoldCo, Ltd., for lack of personal jurisdiction in a July 12, 2024 order. On March 26, 2025, the court entered an order denying the remaining motions to dismiss and directed the respondents to file an answer to the UBS Lawsuit within 20 days, which they did. Mr. Dondero is appealing the denial of the motion to dismiss to the Appellate Division of the Supreme Court of the State of New York. Neither the Bankruptcy Trust Lawsuit nor the UBS Lawsuit include claims related to our business or our assets. Our Adviser and Mr. Dondero have informed us they believe the Bankruptcy Trust Lawsuit has no merit, and Mr. Dondero has informed us he believes the UBS Lawsuit has no merit; we have been advised that the defendants named in each of the lawsuits intend to vigorously defend against the claims. We do not expect the Bankruptcy Trust Lawsuit or the UBS Lawsuit will have a material effect on our business, results of operations or financial condition.

The United States government announced a comprehensive set of tariffs in the second quarter of 2025. Since then, the United States government has paused the implementation of certain of these tariffs. Although certain tariffs have gone into effect, the timing and scope of such tariffs is currently uncertain. Such tariffs could impact our results of operations by increasing the costs of various goods, including construction materials. The impact of such tariffs is subject to uncertainties regarding the timing of their implementation, the magnitude of such tariffs and possible exemptions for certain goods, among other uncertainties.

Our website is located at www.vinebrookhomes.com. From time to time, we may use our website as a distribution channel for material Company information.

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Pathway to Homeownership Program

In 2024, we began our “Pathway to Homeownership” program, providing qualified residents with opportunities for home ownership. This initiative empowers individuals and families residing in a VineBrook Portfolio home to purchase their home outright by securing a conventional mortgage, enabling them to build equity in an affordable property. Residents of VineBrook Portfolio homes also have access to nationally recognized financial counseling and literacy resources at no additional cost to them through VineBrook’s partnership with Operation Hope. These services include workshops that focus on topics such as money management, credit and homeownership, all geared to help residents attain financial freedom. VineBrook is one of the only large single-family rental companies dedicated to providing affordable and workforce housing. Through the Pathway to Homeownership, we have added yet another option for affordable, accessible single-family living that otherwise might not be available in a supply-challenged market.

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Our VineBrook Portfolio

Since our formation, we have significantly grown our VineBrook Portfolio. When the Company began operations on November 1, 2018, the Initial Portfolio consisted of 4,129 homes located in Ohio, Kentucky and Indiana. As of June 30, 2025 and 2024, the VineBrook Portfolio consisted of 20,449 and 21,104 homes, respectively, in 18 states. As of June 30, 2025 and 2024, the VineBrook Portfolio had an occupancy of 95.7% and 95.8%, respectively, and a weighted average monthly effective rent of $1,325 and $1,264, respectively, per occupied home. As of June 30, 2025 and 2024, the occupancy of stabilized homes in our VineBrook Portfolio was 95.4% and 95.8%, respectively, and the weighted average monthly effective rent of occupied stabilized homes was $1,338 and $1,283, respectively. As of June 30, 2025 and 2024, 23.8% and 27.4%, respectively, of homes in our VineBrook Portfolio were excluded from being stabilized either because the homes were in rehabilitation or were purchased with residents in place or were classified as held for sale. The table below provides summary information regarding our VineBrook Portfolio as of June 30, 2025.


Market	State	# of Homes	Portfolio Occupancy		Average Effective Rent		# of Stabilized Homes	Stabilized Occupancy		Stabilized Average Monthly Rent
Cincinnati	OH, KY	2,777	95.0	%	$	1,378	2,332	94.6	%	$	1,398
Dayton	OH	2,706	96.6	%	1,299		2,560	96.7	%	1,295
Columbus	OH	1,614	95.4	%	1,357		1,481	95.1	%	1,359
St. Louis	MO	1,715	95.6	%	1,237		1,133	94.8	%	1,261
Indianapolis	IN	1,394	96.0	%	1,327		1,107	95.7	%	1,344
Birmingham	AL	1,027	95.6	%	1,321		668	94.3	%	1,331
Columbia	SC	941	94.4	%	1,456		605	93.1	%	1,482
Kansas City	MO, KS	1,073	95.0	%	1,365		822	95.0	%	1,380
Jackson	MS	778	96.9	%	1,300		640	96.7	%	1,314
Memphis	TN, MS	1,294	95.0	%	1,111		914	94.5	%	1,129
Augusta	GA, SC	626	93.9	%	1,259		442	93.0	%	1,312
Milwaukee	WI	756	97.0	%	1,376		571	96.5	%	1,426
Atlanta	GA	431	100.0	%	1,667		164	100.0	%	1,734
Pittsburgh	PA	327	96.9	%	1,199		262	96.9	%	1,230
Pensacola	FL	377	96.6	%	1,550		212	98.6	%	1,516
Greenville	SC	365	95.3	%	1,394		264	95.5	%	1,456
Little Rock	AR	254	94.9	%	1,084		240	94.6	%	1,089
Huntsville	AL	273	95.6	%	1,421		200	95.0	%	1,448
Raeford	NC	250	95.2	%	1,278		161	95.7	%	1,310
Portales	NM	350	95.4	%	1,178		137	97.1	%	1,210
Omaha	NE, IA	265	97.0	%	1,349		248	96.8	%	1,358
Triad	NC	218	96.8	%	1,463		177	96.0	%	1,484
Montgomery	AL	288	95.8	%	1,303		242	95.5	%	1,317
Charleston	SC	—	n/a		n/a		n/a	n/a		n/a
Sub-Total/Average		20,099	95.7	%	$	1,325	15,582	95.4	%	$	1,338
Held for Sale		350	n/a		n/a		n/a	n/a		n/a
Total/Average		20,449	95.7	%	$	1,325	15,582	95.4	%	$	1,338

As of December 31, 2024, the VineBrook Portfolio consisted of 20,804 homes in 18 states with an occupancy of 96.3% and a weighted average monthly effective rent of $1,296 per occupied home. As of December 31, 2024, the occupancy of stabilized homes in our VineBrook Portfolio was 95.7% and the weighted average monthly effective rent of occupied stabilized homes was $1,309. As of December 31, 2024, 22.7% of homes in our VineBrook Portfolio were excluded from being stabilized either because the homes were in rehabilitation or were purchased with residents in place. The table below provides summary information regarding our VineBrook Portfolio as of December 31, 2024:


Market	State	# of Homes	Portfolio Occupancy		Average Effective Rent		# of Stabilized Homes	Stabilized Occupancy		Stabilized Average Monthly Rent
Cincinnati	OH, KY	2,866	96.2	%	$	1,360	2,367	95.8	%	$	1,376
Dayton	OH	2,717	97.1	%	1,268		2,559	97.1	%	1,264
Columbus	OH	1,626	96.0	%	1,317		1,488	95.6	%	1,319
St. Louis	MO	1,773	94.9	%	1,195		1,134	93.5	%	1,217
Indianapolis	IN	1,403	96.7	%	1,302		1,087	96.2	%	1,318
Birmingham	AL	1,035	96.3	%	1,290		635	95.3	%	1,301
Columbia	SC	949	95.9	%	1,418		581	94.7	%	1,453
Kansas City	MO, KS	1,086	96.9	%	1,338		813	96.4	%	1,350
Jackson	MS	802	96.5	%	1,255		646	96.1	%	1,259
Memphis	TN, MS	1,331	94.4	%	1,080		897	92.9	%	1,093
Augusta	GA, SC	635	97.5	%	1,237		433	97.0	%	1,308
Milwaukee	WI	770	96.4	%	1,332		557	95.5	%	1,387
Atlanta	GA	655	96.5	%	1,631		265	92.8	%	1,681
Pittsburgh	PA	340	97.4	%	1,159		267	97.4	%	1,187
Pensacola	FL	300	95.0	%	1,461		200	92.5	%	1,479
Greenville	SC	376	96.8	%	1,356		266	95.9	%	1,418
Little Rock	AR	260	96.9	%	1,072		243	97.1	%	1,076
Huntsville	AL	274	98.5	%	1,416		195	97.9	%	1,430
Raeford	NC	250	98.0	%	1,272		151	97.4	%	1,318
Portales	NM	350	96.0	%	1,171		137	91.2	%	1,185
Omaha	NE, IA	272	98.9	%	1,322		252	99.2	%	1,334
Triad	NC	219	96.8	%	1,432		174	96.0	%	1,461
Montgomery	AL	295	94.9	%	1,272		242	94.6	%	1,290
Charleston	SC	—	n/a		n/a		n/a	n/a		n/a
Sub-Total/Average		20,584	96.3	%	$	1,296	15,589	95.7	%	$	1,309
Held for Sale		220	n/a		n/a		n/a	n/a		n/a
Total/Average		20,804	96.3	%	$	1,296	15,589	95.7	%	$	1,309

NexPoint Homes Portfolio

NexPoint Homes is an owner and operator of single-family rental homes. As of June 30, 2025 and 2024, the NexPoint Homes Portfolio consisted of 2,103 and 2,486 single-family rental homes, respectively, primarily located in the midwestern and southeastern United States. As of June 30, 2025 and 2024, the NexPoint Homes Portfolio had an occupancy of approximately 96.0% and 91.5%, respectively, and a weighted average monthly effective rent of $1,788 and $1,702, respectively, per occupied home. Lease durations are typically one year. NexPoint Homes’ activities include acquiring, renovating, developing, leasing and operating single-family rental homes. For the NexPoint Homes Portfolio, a home is classified as stabilized once it has been rented or has been rehabilitated by the Company and available for rent for a period of greater than 30 days. Additionally, because stabilized homes are expected to be held for at least one year, stabilized homes also exclude any assets held for sale. As of June 30, 2025 and 2024, the number of stabilized homes in the NexPoint Homes Portfolio was 2,049 and 2,298, respectively, the occupancy of stabilized homes was 96.0% and 95.0%, and the weighted average monthly effective rent of stabilized occupied homes was $1,788 and $1,702, respectively. As of June 30, 2025 and 2024, 2.6% and 4.0% of homes in our NexPoint Homes Portfolio were excluded from being stabilized, respectively, because the homes were classified as held for sale.

The table below provides summary information regarding the NexPoint Homes Portfolio as of June 30, 2025:


Market	State	# of Homes	Portfolio Occupancy		Average Effective Rent		# of Stabilized Homes	Stabilized Occupancy		Stabilized Average Monthly Rent
Atlanta	GA	201	95.5	%	$	2,051	201	95.5	%	$	2,051
Birmingham	AL	120	93.3	%	1,648		120	93.3	%	1,648
Charlotte	NC	56	98.2	%	2,001		56	98.2	%	2,001
Dallas/Ft Worth	TX	51	94.1	%	2,301		51	94.1	%	2,301
Fayetteville	AR	302	97.7	%	1,736		302	97.7	%	1,736
Huntsville	AL	70	94.3	%	1,860		70	94.3	%	1,860
Kansas City	MO, KS	146	98.6	%	1,993		146	98.6	%	1,993
Little Rock	AR	210	95.2	%	1,485		210	95.2	%	1,484
Oklahoma City	OK	325	96.3	%	1,737		325	96.3	%	1,737
San Antonio	TX	199	95.5	%	1,718		199	95.5	%	1,718
Tulsa	OK	157	96.2	%	1,714		157	96.2	%	1,714
Other (1)	AL,FL,KS,TN,TX	212	94.8	%	1,840		212	94.8	%	1,840
Sub-Total/Average		2,049	96.0	%	1,788		2,049	96.0	%	1,788
Held for Sale		54	n/a		n/a		n/a	n/a		n/a
Total/Average		2,103	96.0	%	1,788		2,049	96.0	%	1,788

(1) Contains markets that have less than 50 homes which include Mobile, Memphis, Jacksonville, Orlando, Tampa, Wichita, Austin and Houston.

The table below provides summary information regarding the NexPoint Homes Portfolio as of December 31, 2024:


Market	State	# of Homes	Portfolio Occupancy		Average Effective Rent		# of Stabilized Homes	Stabilized Occupancy		Stabilized Average Monthly Rent
Atlanta	GA	198	88.9	%	$	2,027	198	88.9	%	$	2,027
Birmingham	AL	120	89.2	%	1,576		120	89.2	%	1,576
Charlotte	NC	56	98.2	%	1,934		56	98.2	%	1,934
Dallas/Ft Worth	TX	51	90.2	%	2,328		51	90.2	%	2,328
Fayetteville	AR	317	91.5	%	1,688		317	91.5	%	1,688
Huntsville	AL	70	88.6	%	1,828		70	88.6	%	1,828
Kansas City	MO, KS	146	96.6	%	1,928		146	96.6	%	1,928
Little Rock	AR	210	91.4	%	1,433		210	91.4	%	1,433
Memphis	TN, MS	56	92.9	%	1,792		56	92.9	%	1,792
Oklahoma City	OK	341	90.9	%	1,677		341	90.9	%	1,677
San Antonio	TX	199	91.5	%	1,709		199	91.5	%	1,709

Tulsa	OK	158	92.4	%	1,652		158	92.4	%	1,652
Other (1)	AL,FL,KS,TX	169	89.9	%	1,804		169	89.9	%	1,804
Sub-Total/Average		2,091	91.4	%	$	1,741	2,091	91.4	%	$	1,741
Held for Sale		156	n/a		n/a		n/a	n/a		n/a
Total/Average		2,247	91.4	%	$	1,741	2,091	91.4	%	$	1,741

(1) Contains markets that have less than 50 homes which include Mobile, Jacksonville, Orlando, Tampa, Wichita, Austin and Houston.

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Components of Revenues and Expenses

The following is a description of the components of our revenues and expenses.

Revenues

Rental Income. Our revenues are derived primarily from rental revenue, net of any concessions and uncollectible amounts, collected from residents of our single-family rental homes under lease agreements which typically have a term of one year. Also included are utility reimbursements, late fees, pet fees, and other rental fees charged to residents.

Other income. Other income includes ancillary income earned from residents such as non-refundable fees, application fees, move-out fees, and other miscellaneous fees charged to residents.

Expenses

Property operating expenses. Property operating expenses include property maintenance costs, turn costs (costs incurred in making a home ready for the next resident after the prior resident vacates the home), leasing costs and the associated salary and employee benefit costs, utilities, vehicle leases and HOA fees. Certain property operating costs are capitalized in accordance with our capitalization policy. Certain turn costs are capitalized to buildings and improvements if they improve the condition of the home or return it to its original condition and exceed $1,500 in cost. Upon being occupied, expenditures up to $1,500 for ordinary repairs and maintenance thereafter are expensed as incurred, and we capitalize expenditures that improve the condition of the home in excess of $1,500.

Real estate taxes and insurance. Real estate taxes include the property taxes assessed by local and state authorities depending on the location of each home. Insurance includes the cost of property, general liability, and other needed insurance for each property. Certain real estate taxes and insurance costs are capitalized in accordance with our capitalization policy.

Property management fees. Property management fees include fees paid to Mynd for managing each property in the NexPoint Homes Portfolio. Following the Internalization of the Legacy VineBrook Manager in 2023, property management fees were eliminated in consolidation for the VineBrook Portfolio until the Externalization occurred in June 2025.

Advisory fees. Advisory fees include the fees paid to our Adviser pursuant to the Advisory Agreement and the NexPoint Homes Adviser pursuant to the NexPoint Homes Advisory Agreement (see Note 10 to our consolidated financial statements).

General and administrative expenses. General and administrative expenses include, but are not limited to, equity-based compensation expense, legal fees, corporate payroll and personnel costs, tax preparation fees, corporate taxes, Board fees, costs of marketing, professional fees, audit fees, general office supplies, centralized technology support and other expenses associated with our corporate and administrative functions. After the Externalization, shared-services fees will also be included in general and administrative expenses.

Depreciation and amortization. Depreciation and amortization costs primarily include depreciation of our homes and amortization of right of use assets, recognized over their respective useful lives.

Interest expense. Interest expense primarily includes the cost of interest expense on debt, payments and receipts related to our interest rate derivatives, the change in fair value of interest rate derivatives not designated as hedges, the amortization of deferred financing costs and the amortization of bond discounts. Certain interest costs are capitalized in accordance with our capitalization policy.

Loss on extinguishment of debt. Loss on extinguishment of debt includes prepayment penalties and defeasance costs, the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt related to the early repayment of debt and other costs incurred in a debt extinguishment.

Gain/(loss) on sales and impairment of real estate, net. Gain/(loss) on sales and impairment of real estate, net, includes the gain or loss recognized upon sales of homes and impairment charges recorded on real estate assets, including casualty gains or losses incurred on homes. Gain/(loss) on sales of real estate is calculated by deducting the carrying value of the real estate and costs incurred to sell the properties from the sales prices of the homes. Impairment of real estate assets is calculated by calculating the lower of the carrying amount or estimated fair value less estimated costs to sell for held for sale properties. Casualty gains and losses include gains or losses incurred on homes, net of insurance proceeds received, that experience an infrequent and unusual event such as a natural disaster or fire.

Investment income. Investment income includes interest income from the retained ABS II certificates and interest income from preferred equity investments. See Notes 5, 6 and 10 to our consolidated financial statements.

Loss on forfeited deposits. Loss on forfeited deposits includes forfeitures of deposits related to the termination of acquisition agreements in the NexPoint Homes Portfolio.

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Consolidated Results of Operations for the Three Months Ended June 30, 2025 and 2024

The following table sets forth a summary of our consolidated operating results for the three months ended June 30, 2025 and 2024 (in thousands):


	For the Three Months Ended June 30,
	2025		2024		$ Change
Total revenues	$	94,204	$	91,745	$	2,459
Total expenses	(167,528)		(126,635)		(40,893)
Loss on extinguishment of debt	(195)		(73)		(122)
Gain/(loss) on sales and impairment of real estate, net	2,845		(5,234)		8,079
Investment income	716		1,819		(1,103)
Change in unrealized loss on investments	—		(255)		255

Loss on forfeited deposits	(6)		—		(6)

Net loss	(69,964)		(38,633)		(31,331)
Dividends on and accretion to redemption value of Redeemable Series A Preferred stock	2,198		2,030		168
Net income attributable to redeemable Series B Preferred stock	1,513		—		1,513
Net loss attributable to redeemable noncontrolling interests in the OP	(10,494)		(5,796)		(4,698)
Net loss attributable to redeemable noncontrolling interests in consolidated VIEs	(3,968)		(5,840)		1,872
Net loss attributable to noncontrolling interests in consolidated VIEs	(528)		(921)		393
Net loss attributable to stockholders	$	(58,685)	$	(28,106)	$	(30,579)

The change in our net loss between the periods primarily relates to an increase in property operating expenses, real estate taxes and insurance, interest expense, depreciation and amortization, general and administrative expenses and loss on sales and impairment of real estate, partially offset by an increase in rental income and decreases in property management fees, advisory fees and investment income.

Revenues

Rental income. Rental income was $90.8 million for the three months ended June 30, 2025 compared to $90.8 million for the three months ended June 30, 2024, with no change year over year. The lack of change between the periods was primarily due to an increase in stabilized homes and an increase in rental rates over the past year, offset by a decrease in rental income due to an increase in dispositions.

Other income. Other income was $3.4 million for the three months ended June 30, 2025 compared to $1.0 million for the three months ended June 30, 2024, which was an increase of $2.4 million. The increase between the periods was primarily due to the increased adoption of Conservice, a third party utility billing and management company, providing more consistent and better collection of utility fees in the current year.

Expenses

Property operating expenses. Property operating expenses were $21.4 million for the three months ended June 30, 2025 compared to $19.8 million for the three months ended June 30, 2024, which was an increase of $1.6 million. The increase between the periods was primarily due to an increase in turnover, utilities, and maintenance costs in the three months ended June 30, 2025 associated with the growth in stabilized homes and transition to Conservice for utilities. For the three months ended June 30, 2025 and 2024, turn costs represented approximately 17% and 21%, respectively, of our property operating expenses.

Real estate taxes and insurance. Real estate taxes and insurance were $17.9 million for the three months end

VINEBROOK HOMES TRUST, INC. 10-Q