UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2021

VINEBROOK HOMES TRUST, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (833) 463-6697

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Emerging growth company ☒

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

On June 30, 2021, VineBrook Homes Trust, Inc. (the “Company”) issued 92,027 shares of its Class A common stock pursuant to its distribution reinvestment program (“DRIP”), which allows stockholders to reinvest their distributions into the Company at a 3% discount to the Company’s then-current net asset value. Approximately $3.5 million was reinvested through the DRIP. For the shares of Class A common stock issued pursuant to the DRIP on June 30, 2021, the Company did not receive any proceeds from the transaction other than distributions reinvested through the DRIP. No underwriting discount or commission is applicable to sales made pursuant to the DRIP.

On July 1, 2021, the Company issued 1,455,471 shares of its Class A common stock in its continuous private placement for gross proceeds of approximately $58.1 million. An aggregate of approximately $1.9 million in selling commissions and fees were paid in connection therewith.

The Company issued shares of its Class A common stock on June 30, 2021 and July 1, 2021 in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506(b) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act.

SIGNATURES

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

Date: July 8, 2021