American Homes 4 Rent 10-K

ITEM 9A. CONTROLS AND PROCEDURES American Homes 4 Rent Evaluation of Disclosure Controls and Procedures As of December 31, 2023, the Company performed an evaluation, under the supervision of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. These controls and procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized and reported within the requisite time periods and that such information is accumulated and communicated to its management. Based on the Company’s evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023. Changes in Internal Controls over Financial Reporting There have been no changes to the Company’s internal controls over financial reporting that occurred during the Company’s last fiscal quarter of the year ended December 31, 2023, that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023. Ernst & Young LLP, an independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2023, which is presented at the end of this “Item 9A. Controls and Procedures.” American Homes 4 Rent, L.P. Evaluation of Disclosure Controls and Procedures As of December 31, 2023, the Operating Partnership performed an evaluation, under the supervision of the general partner’s CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. These controls and procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized and reported within the requisite time periods and that such information is accumulated and communicated to its management. Based on the Operating Partnership’s evaluation, the general partner’s CEO and CFO concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2023. 43 Changes in Internal Controls over Financial Reporting There have been no changes to the Operating Partnership’s internal controls over financial reporting that occurred during the Operating Partnership’s last fiscal quarter of the year ended December 31, 2023, that materially affected, or were reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Management’s Report on Internal Control over Financial Reporting The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Operating Partnership. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Operating Partnership’s financial reporting for external purposes in accordance with GAAP. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect the Operating Partnership’s transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of the Operating Partnership’s financial statements; providing reasonable assurance that receipts and expenditures of the Operating Partnership’s assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of the Operating Partnership’s assets that could have a material effect on the Operating Partnership’s financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of the Operating Partnership’s financial statements would be prevented or detected. Management conducted an evaluation of the effectiveness of the Operating Partnership’s internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2023. 44 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of American Homes 4 Rent Opinion on Internal Control Over Financial Reporting We have audited American Homes 4 Rent’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, American Homes 4 Rent (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 23, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Los Angeles, California February 23, 2024 45 ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2023, no trustee or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 46 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item with respect to trustees, executive officers and, to the extent applicable, Section 16(a) compliance will be included in the Company’s definitive proxy statement for the 2024 Annual Meeting to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 (the “2024 Proxy Statement”) and is incorporated herein by reference. The information required by this item with respect to the nominating process, the audit committee and the audit committee financial expert will be included in the 2024 Proxy Statement and is incorporated herein by reference. The information required by this item with respect to a code of ethics will be included in the 2024 Proxy Statement and is incorporated herein by reference. Any amendments to or waivers of the code of ethics granted to the Company’s executive officers or the controller will be published promptly on our website or by other appropriate means in accordance with SEC rules and regulations. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item, other than the table below, will be included in the 2024 Proxy Statement and is incorporated herein by reference. The following table sets forth information as of December 31, 2023 for the Company’s equity compensation plan: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders (1) 2,653,635 (2) $ 18.45 (3) 10,668,381 (4) Equity compensation plans not approved by security holders — $ — — (1) The Company’s equity compensation plans, the 2012 Equity Incentive Plan and the 2021 Equity Incentive Plan (collectively, the “Plans”), and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), are described more fully in Note 10. Share-Based Compensation to the consolidated financial statements included as a separate section in Part IV, “Item 15. Exhibit and Financial Statement Schedules” of this Annual Report on Form 10-K. The Plans and the 2021 ESPP were approved by the Company’s shareholders. (2) Includes restricted share units granted under the Plans, which, subject to vesting requirements, will convert in the future to common stock on a one-for-one basis. Also includes the maximum number of shares that may be issued upon settlement of outstanding performance-based restricted share units. (3) Excludes restricted share units and performance-based restricted share units. (4) As of December 31, 2023, 7,890,605 shares and 2,777,776 shares are remaining available for future issuances under the Plans and the 2021 ESPP, respectively. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be included in the 2024 Proxy Statement and is incorporated herein by reference. 47 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) (1) and (2) Financial Statements and Financial Statement Schedules The financial statements and financial statement schedule required by this item are included as a separate section of this Annual Report on Form 10-K beginning on page F-1. Page Reports of Independent Registered Public Accounting Firm (PCAOB ID 000 42 ) F- 1 Audited Consolidated Financial Statements: American Homes 4 Rent Consolidated Balance Sheets as of December 31, 202 3 and 202 2 F- 5 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 F- 6 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 F- 7 Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022 and 2021 F- 8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 F- 10 American Homes 4 Rent, L.P. Consolidated Balance Sheets as of December 31, 202 3 and 202 2 F- 12 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 F- 13 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 F- 14 Consolidated Statements of Capital for the Years Ended December 31, 2023, 2022 and 2021 F- 15 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 F- 17 Notes to Consolidated Financial Statements F- 19 Schedule III—Real Estate and Accumulated Depreciation as of December 31, 202 3 F- 48 All other schedules are omitted because they are either not required, are not applicable, or the information is included in the consolidated financial statements and notes thereto. (a) (3) Exhibits Exhibit Number Exhibit Document 3.1 Articles of Amendment and Restatement of Declaration of Trust of American Homes 4 Rent (Incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed June 25, 2013.) 3.2 First Articles of Amendment to Articles of Amendment and Restatement of Declaration of Trust of American Homes 4 Rent (Incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed July 19, 2013.) 3.3 Articles Supplementary for American Homes 4 Rent 5.875% Series G Cumulative Redeemable Perpetual Preferred Shares (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 12, 2017.) 3.4 Articles Supplementary for American Homes 4 Rent 6.25% Series H Cumulative Redeemable Perpetual Preferred Shares (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 14, 2018.) 3.5 Amended and Restated Bylaws of American Homes 4 Rent (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 10, 2020.) 3.6 Amended and Restated Bylaws of American Homes 4 Rent (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 4, 202 3 .) 4.1 Form of Indenture (Incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3 (Registration Number 333-221878) filed December 1, 2017.) 4.2 Indenture, dated as of February 7, 2018, between American Homes 4 Rent, L.P. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 7, 2018.) 4.3 First Supplemental Indenture, dated as of February 7, 2018, among American Homes 4 Rent, L.P., American Residential Properties OP, L.P. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed February 7, 2018.) 4.4 Form of Global Note representing the Notes (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed February 7, 2018.) 48 Exhibit Number Exhibit Document 4.5 Second Supplemental Indenture, dated as of January 23, 2019, among American Homes 4 Rent, L.P. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed January 23, 2019.) 4.6 Form of Global Note representing the Notes (Incorporated by reference to and included in Exhibit 4.3 to the Company's Current Report on Form 8-K filed January 23, 2019.) 4.7 Description of Securities (Incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K filed February 24, 2023.) 4.8 Third Supplemental Indenture, dated as of July 8, 2021, between American Homes 4 Rent, L.P. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed July 8, 2021.) 4.9 Form of Global Note representing the 2031 Notes (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed July 8, 2021.) 4.10 Fourth Supplemental Indenture, dated as of July 8, 2021, between American Homes 4 Rent, L.P. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed July 8, 2021.) 4.11 Form of Global Note representing the 2051 Notes (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed July 8, 2021.) 4.12 Fifth Supplemental Indenture, dated as of April 7, 2022, between American Homes 4 Rent, L.P. and U.S. Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed April 7, 2022.) 4.13 Form of Global Note representing the 2032 Notes (Incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed April 7, 2022.) 4.14 Sixth Supplemental Indenture, dated as of April 7, 2022, between American Homes 4 Rent, L.P. and U.S. Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed April 7, 2022.) 4.15 Form of Global Note representing the 2052 Notes (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed April 7, 2022.) 4.16 Seventh Supplemental Indenture, dated as of January 30, 2024, among American Homes 4 Rent, L.P. and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed January 30, 2024.) 4.17 Form of Global Note representing the 2034 Notes (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed January 30, 2024.) 10.1 Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed June 25, 2013.) 10.2 First Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed June 25, 2013.) 10.3 Amended and Restated Second Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed June 25, 2013.) 10.4 Third Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed June 25, 2013.) 10.5 Fourth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed June 25, 2013.) 10.6 Fifth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.6 to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-191015) filed October 25, 2013.) 10.7 Sixth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.7 to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-192592) filed December 27, 2013.) 10.8 Seventh Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.8 to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-195575) filed May 1, 2014.) 49 Exhibit Number Exhibit Document 10.9 Eighth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 25, 2014.) 10.10 Ninth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.39 to the Company's Annual Report on Form 10-K filed March 2, 2015.) 10.11 Tenth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.41 to the Company's Annual Report on Form 10-K filed February 26, 2016.) 10.12 Eleventh Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 17, 2016.) 10.13 Twelfth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 22, 2016.) 10.14 Thirteenth Amendment to Agreement of Limited Partnership of American Homes 4 Rents, L.P. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 21, 2017.) 10.15 Fourteenth Amendment to Agreement of Limited Partnership of American Homes 4 Rents, L.P. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 12, 2017.) 10.16 Fifteenth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 14, 2018.) 10.17 Sixteenth Amendment to Agreement of Limited Partnership of American Homes 4 Rent, L.P. (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed February 22, 2019.) 10.18 Agreement of Limited Partnership of American Residential Properties OP, L.P. (Incorporated by reference to Exhibit 3.3 to American Residential Properties, Inc.'s Amendment No. 1 to Registration Statement on Form S-11 (Registration No. 333-187450) filed April 22, 2013.) 10.19 Loan Agreement dated as of September 19, 2014 between AMH 2014-2 Borrower, LLC, as Borrower and Goldman Sachs Bank USA, as Lender (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 25, 2014.) 10.20 Loan Agreement dated as of November 25, 2014 between AMH 2014-3 Borrower, LLC, as Borrower and Goldman Sachs Bank USA, as Lender (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 2, 2014.) 10.21 Loan Agreement dated as of March 6, 2015 between AMH 2015-1 Borrower, LLC, as Borrower and Goldman Sachs Mortgage Company, as Lender (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 11, 2015.) 10.22 Loan Agreement dated as of September 22, 2015 between AMH 2015-2 Borrower, LLC, as Borrower and Goldman Sachs Mortgage Company, as Lender (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2015.) 10.23 Property Management Agreement dated June 16, 2014 among American Homes 4 Rent II, LLC, American homes 4 Rent Management Holdings Company, LLC and American Homes 4 Rent, LLC (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed June 19, 2014.) 10.24 † Amended and Restated American Homes 4 Rent 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed February 24, 2017.) 10.25 † Form of Nonqualified Share Option Agreement (Incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Company's Registration Statement on Form S-11 (Registration Number 333-189103) filed June 25, 2013.) 10.26 † American Homes 4 Rent 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2021.) 10.27 † Form of Restricted Share Unit Agreement – Retention (2021) (Incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed February 25, 2022.) 10.28 † Form of Restricted Share Unit Agreement – Time-Vesting for Vice Presidents and Above (2021) (Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed February 25, 2022.) 10.29 † Form of Restricted Share Unit Agreement – Performance-Vesting for Vice Presidents and Above (2021) (Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed February 25, 2022.) 10.30 † Form of Restricted Share Unit Agreement for Non-Management Trustees (2021) (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed February 25, 2022.) 10.31 † Form of Restricted Share Unit Agreement – Time-Vesting for Vice Presidents and Above (2023) (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed February 24, 2023.) 50 Exhibit Number Exhibit Document 10.32 † Form of Restricted Share Unit Agreement – Performance-Vesting for Vice Presidents and Above (2023) (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed February 24, 2023.) 10.33 † Form of Indemnification Agreement with Trustees and Executive Officers. Filed herewith 10.34 Amendment Number Seven to the Master Loan and Security Agreement. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 9, 2016.) 10.35 Amended and Restated Credit Agreement, dated April 15, 2021, by and among American Homes 4 Rent, L.P., as Borrower, American Homes 4 Rent, as Parent, Wells Fargo Bank, National Association, as Agent, and the other lending institutions that are parties thereto, as Lenders.( Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 19, 2021) 10.36 † Form of Severance and Change of Control Letter Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 15, 2022.) 10.37 Amendment No. 1 to Amended and Restated Credit Agreement, dated April 21, 2023, by and among American Homes 4 Rent, L.P., as Borrower, American Homes 4 Rent, as Parent, Wells Fargo Bank, National Association, as Administrative Agent, and the other lending institutions that are parties thereto, as Lenders. ( Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-Q filed August 1 , 202 3 . ) 21.1 List of Subsidiaries of American Homes 4 Rent and American Homes 4 Rent, L.P. Filed herewith. 23.1 Consent of independent registered public accounting firm of American Homes 4 Rent and American Homes 4 Rent, L.P. Filed herewith. 24.1 Power of Attorney (included on the signature page of this Form 10-K). Filed herewith. 31.1 Certification of Chief Executive Officer of American Homes 4 Rent pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. Filed herewith. 31.2 Certification of Chief Financial Officer of American Homes 4 Rent pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. Filed herewith. 31.3 Certification of Chief Executive Officer of American Homes 4 Rent, L.P. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. Filed herewith. 31.4 Certification of Chief Financial Officer of American Homes 4 Rent, L.P. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. Filed herewith. 32.1 Certification of Chief Executive Officer and Chief Financial Officer of American Homes 4 Rent pursuant to 18 U.S.C. 1350. Filed herewith. 32.2 Certification of Chief Executive Officer and Chief Financial Officer of American Homes 4 Rent, L.P. pursuant to 18 U.S.C. 1350. Filed herewith. 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation. Filed herewith. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) _______________________________________________________________________________ † Indicates management contract or compensatory plan ITEM 16. FORM 10-K SUMMARY None. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2024. AMERICAN HOMES 4 RENT By: /s/ DAVID P. SINGELYN David P. Singelyn, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 23, 2024 by the following persons on behalf of the registrant and in the capacities indicated. By: /s/ DAVID P. SINGELYN David P. Singelyn Chief Executive Officer and Trustee (Principal Executive Officer) By: /s/ CHRISTOPHER C. LAU Christopher C. Lau Chief Financial Officer (Principal Financial Officer) By: /s/ BRIAN F. REITZ Brian F. Reitz Executive Vice President, Chief Accounting Officer (Principal Accounting Officer) By: /s/ DOUGLAS N. BENHAM Douglas N. Benham (Trustee) By: /s/ JACK CORRIGAN Jack Corrigan (Trustee) By: /s/ DAVID GOLDBERG David Goldberg (Trustee) By: /s/ TAMARA HUGHES GUSTAVSON Tamara Hughes Gustavson (Trustee) By: /s/ MATTHEW J. HART Matthew J. Hart (Trustee) By: /s/ MICHELLE C. KERRICK Michelle C. Kerrick (Trustee) By: /s/ JAMES H. KROPP James H. Kropp (Trustee) By: /s/ LYNN C. SWANN Lynn C. Swann (Trustee) By: /s/ WINIFRED M. WEBB Winifred M. Webb (Trustee) By: /s/ JAY WILLOUGHBY Jay Willoughby (Trustee) By: /s/ MATTHEW R. ZAIST Matthew R. Zaist (Trustee) 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2024. AMERICAN HOMES 4 RENT, L.P. By: American Homes 4 Rent, its General Partner By: /s/ DAVID P. SINGELYN David P. Singelyn, Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 23, 2024, by the following persons on behalf of American Homes 4 Rent, as sole general partner of American Homes 4 Rent, L.P., the registrant, and in the capacities indicated. By: /s/ DAVID P. SINGELYN David P. Singelyn Chief Executive Officer and Trustee (Principal Executive Officer) By: /s/ CHRISTOPHER C. LAU Christopher C. Lau Chief Financial Officer (Principal Financial Officer) By: /s/ BRIAN F. REITZ Brian F. Reitz Executive Vice President, Chief Accounting Officer (Principal Accounting Officer) By: /s/ DOUGLAS N. BENHAM Douglas N. Benham (Trustee) By: /s/ JACK CORRIGAN Jack Corrigan (Trustee) By: /s/ DAVID GOLDBERG David Goldberg (Trustee) By: /s/ TAMARA HUGHES GUSTAVSON Tamara Hughes Gustavson (Trustee) By: /s/ MATTHEW J. HART Matthew J. Hart (Trustee) By: /s/ MICHELLE C. KERRICK Michelle C. Kerrick (Trustee) By: /s/ JAMES H. KROPP James H. Kropp (Trustee) By: /s/ LYNN C. SWANN Lynn C. Swann (Trustee) By: /s/ WINIFRED M. WEBB Winifred M. Webb (Trustee) By: /s/ JAY WILLOUGHBY Jay Willoughby (Trustee) By: /s/ MATTHEW R. ZAIST Matthew R. Zaist (Trustee) 53 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Trustees of American Homes 4 Rent Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of American Homes 4 Rent (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Real estate assets, net Description of the Matter As of December 31, 2023, the Company had total real estate assets, net of $11.8 billion, consisting of single-family properties in operation, single-family properties in development and development land, and single-family properties and land held-for-sale. As explained in Note 2 to the consolidated financial statements, the Company capitalizes costs to prepare single-family properties to be leased and for the development of single-family properties through its internal construction program. From time to time, the Company identifies single-family properties to be sold. At the time such properties are identified, the Company evaluates whether such properties should be classified as held for sale. Given the number of homes and the volume and nature of the different transactions affecting the recognition, measurement and classification of real estate assets, performing audit procedures to evaluate the accounting for real estate assets was challenging and required an increased extent of audit effort. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s accounting for real estate assets, including controls over capitalization of costs, dispositions and classification of the Company’s properties. Our procedures included testing of management’s controls over the completeness and accuracy of underlying data used in the operation of the controls. To test the existence, measurement and presentation and disclosure of real estate assets, we performed audit procedures that included, among others, selecting a sample of costs capitalized during the year, including development costs, and evaluating the accuracy and classification of recorded amounts, evaluating the methodologies utilized to capitalize soft costs including interest and payroll costs, and selecting a sample of properties completed during the period and verifying that they were accounted for appropriately when placed into service. As it relates to dispositions, we selected a sample of properties disposed during the year and evaluated the terms and conditions of the sales contracts to assess whether the sale was properly recorded, including the removal of assets from the accounting records and related gain or loss on sale. We also selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31, 2023 and selected a sample of properties sold after December 31, 2023 and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, 2023. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Los Angeles, California February 23, 2024 F-2 Report of Independent Registered Public Accounting Firm To the Partners of American Homes 4 Rent, L.P. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of American Homes 4 Rent, L.P. (the Operating Partnership) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, capital and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-3 Real estate assets, net Description of the Matter As of December 31, 2023, the Company had total real estate assets, net of $11.8 billion, consisting of single-family properties in operation, single-family properties in development and development land, and single-family properties and land held-for-sale. As explained in Note 2 to the consolidated financial statements, the Company capitalizes costs to prepare single-family properties to be leased and for the development of single-family properties through its internal construction program. From time to time, the Company identifies single-family properties to be sold. At the time such properties are identified, the Company evaluates whether such properties should be classified as held for sale. Given the number of homes and the volume and nature of the different transactions affecting the recognition, measurement and classification of real estate assets, performing audit procedures to evaluate the accounting for real estate assets was challenging and required an increased extent of audit effort. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s accounting for real estate assets, including controls over capitalization of costs, dispositions and classification of the Company’s properties. Our procedures included testing of management’s controls over the completeness and accuracy of underlying data used in the operation of the controls. To test the existence, measurement and presentation and disclosure of real estate assets, we performed audit procedures that included, among others, selecting a sample of costs capitalized during the year, including development costs, and evaluating the accuracy and classification of recorded amounts, evaluating the methodologies utilized to capitalize soft costs including interest and payroll costs, and selecting a sample of properties completed during the period and verifying that they were accounted for appropriately when placed into service. As it relates to dispositions, we selected a sample of properties disposed during the year and evaluated the terms and conditions of the sales contracts to assess whether the sale was properly recorded, including the removal of assets from the accounting records and related gain or loss on sale. We also selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31, 2023 and selected a sample of properties sold after December 31, 2023 and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, 2023. /s/ Ernst & Young LLP We have served as the Operating Partnership’s auditor since 2017. Los Angeles, California February 23, 2024 F-4 American Homes 4 Rent Consolidated Balance Sheets (Amounts in thousands, except share data) December 31, 2023 December 31, 2022 Assets Single-family properties: Land $ 2,234,301 $ 2,197,233 Buildings and improvements 10,651,388 10,127,891 Single-family properties in operation 12,885,689 12,325,124 Less: accumulated depreciation ( 2,719,970 ) ( 2,386,452 ) Single-family properties in operation, net 10,165,719 9,938,672 Single-family properties under development and development land 1,409,424 1,187,221 Single-family properties and land held for sale, net 182,082 198,716 Total real estate assets, net 11,757,225 11,324,609 Cash and cash equivalents 59,385 69,155 Restricted cash 162,476 148,805 Rent and other receivables 42,823 47,752 Escrow deposits, prepaid expenses and other assets 406,138 331,446 Investments in unconsolidated joint ventures 114,198 107,347 Asset-backed securitization certificates 25,666 25,666 Goodwill 120,279 120,279 Total assets $ 12,688,190 $ 12,175,059 Liabilities Revolving credit facility $ 90,000 $ 130,000 Asset-backed securitizations, net 1,871,421 1,890,842 Unsecured senior notes, net 2,500,226 2,495,156 Accounts payable and accrued expenses 573,660 484,403 Total liabilities 5,035,307 5,000,401 Commitments and contingencies (see Note 14) Equity Shareholders' equity: Class A common shares ($ 0.01 par value per share, 450,000,000 shares authorized, 364,296,431 and 352,881,826 shares issued and outstanding at December 31, 2023 and 2022, respectively) 3,643 3,529 Class B common shares ($ 0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at December 31, 2023 and 2022) 6 6 Preferred shares ($ 0.01 par value per share, 100,000,000 shares authorized, 9,200,000 shares issued and outstanding at December 31, 2023 and 2022) 92 92 Additional paid-in capital 7,357,848 6,931,819 Accumulated deficit ( 394,908 ) ( 440,791 ) Accumulated other comprehensive income 843 1,332 Total shareholders' equity 6,967,524 6,495,987 Noncontrolling interest 685,359 678,671 Total equity 7,652,883 7,174,658 Total liabilities and equity $ 12,688,190 $ 12,175,059 The accompanying notes are an integral part of these consolidated financial statements. F-5 American Homes 4 Rent Consolidated Statements of Operations (Amounts in thousands, except share and per share data) For the Years Ended December 31, 2023 2022 2021 Rents and other single-family property revenues $ 1,623,605 $ 1,490,534 $ 1,303,882 Expenses: Property operating expenses 599,459 552,091 490,205 Property management expenses 123,363 112,698 96,865 General and administrative expense 74,615 68,057 56,444 Interest expense 140,198 134,871 114,893 Acquisition and other transaction costs 16,910 23,452 15,749 Depreciation and amortization 456,550 426,531 372,848 Hurricane-related charges, net — 6,133 — Total expenses 1,411,095 1,323,833 1,147,004 Gain on sale and impairment of single-family properties and other, net 209,834 136,459 49,696 Other income and expense, net 9,798 6,865 3,985 Net income 432,142 310,025 210,559 Noncontrolling interest 51,974 36,887 21,467 Dividends on preferred shares 13,944 17,081 37,923 Redemption of perpetual preferred shares — 5,276 15,879 Net income attributable to common shareholders $ 366,224 $ 250,781 $ 135,290 Weighted-average common shares outstanding: Basic 362,024,968 349,290,848 324,245,168 Diluted 362,477,216 349,787,092 325,518,291 Net income attributable to common shareholders per share: Basic $ 1.01 $ 0.72 $ 0.42 Diluted $ 1.01 $ 0.71 $ 0.41 The accompanying notes are an integral part of these consolidated financial statements. F-6 American Homes 4 Rent Consolidated Statements of Comprehensive Income (Amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Net income $ 432,142 $ 310,025 $ 210,559 Other comprehensive loss: Cash flow hedging instruments: Loss on settlement of cash flow hedging instrument — — ( 3,999 ) Reclassification adjustment for amortization of interest expense included in net income ( 564 ) ( 564 ) ( 771 ) Other comprehensive loss ( 564 ) ( 564 ) ( 4,770 ) Comprehensive income 431,578 309,461 205,789 Comprehensive income attributable to noncontrolling interests 51,899 36,805 20,730 Dividends on preferred shares 13,944 17,081 37,923 Redemption of perpetual preferred shares — 5,276 15,879 Comprehensive income attributable to common shareholders $ 365,735 $ 250,299 $ 131,257 The accompanying notes are an integral part of these consolidated financial statements. F-7 American Homes 4 Rent Consolidated Statements of Equity (Amounts in thousands, except share and per share data) Class A common shares Class B common shares Preferred shares Number of shares Amount Number of shares Amount Number of shares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Shareholders’ equity Noncontrolling interest Total equity Balances at December 31, 2020 316,021,385 $ 3,160 635,075 $ 6 35,350,000 $ 354 $ 6,223,256 $ ( 443,522 ) $ 5,840 $ 5,789,094 $ 683,336 $ 6,472,430 Share-based compensation — — — — — — 17,792 — — 17,792 — 17,792 Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 497,045 5 — — — — 1,538 — — 1,543 — 1,543 Issuance of Class A common shares, net of offering costs of $ 200 20,494,286 205 — — — — 728,405 — — 728,610 — 728,610 Redemptions of Class A units 350,000 4 — — — — 4,613 — 7 4,624 ( 4,624 ) — Redemption of Series D perpetual preferred shares — — — — ( 10,750,000 ) ( 108 ) ( 260,133 ) ( 8,509 ) — ( 268,750 ) — ( 268,750 ) Redemption of Series E perpetual preferred shares — — — — ( 9,200,000 ) ( 92 ) ( 222,538 ) ( 7,370 ) — ( 230,000 ) — ( 230,000 ) Distributions to equity holders: Preferred shares (Note 9) — — — — — — — ( 37,923 ) — ( 37,923 ) — ( 37,923 ) Noncontrolling interests — — — — — — — — — — ( 20,584 ) ( 20,584 ) Common shares ($ 0.40 per share) — — — — — — — ( 130,478 ) — ( 130,478 ) — ( 130,478 ) Net income — — — — — — — 189,092 — 189,092 21,467 210,559 Total other comprehensive loss — — — — — — — — ( 4,033 ) ( 4,033 ) ( 737 ) ( 4,770 ) Balances at December 31, 2021 337,362,716 $ 3,374 635,075 $ 6 15,400,000 $ 154 $ 6,492,933 $ ( 438,710 ) $ 1,814 $ 6,059,571 $ 678,858 $ 6,738,429 Share-based compensation — — — — — — 27,308 — — 27,308 — 27,308 Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 519,110 5 — — — — 118 — — 123 — 123 Issuance of Class A common shares, net of offering costs of $ 200 15,000,000 150 — — — — 561,122 — — 561,272 — 561,272 Redemption of Series F perpetual preferred shares — — — — ( 6,200,000 ) ( 62 ) ( 149,662 ) ( 5,276 ) — ( 155,000 ) — ( 155,000 ) Distributions to equity holders: Preferred shares (Note 9) — — — — — — — ( 17,081 ) — ( 17,081 ) — ( 17,081 ) Noncontrolling interests — — — — — — — — — — ( 36,992 ) ( 36,992 ) Common shares ($ 0.72 per share) — — — — — — — ( 252,862 ) — ( 252,862 ) — ( 252,862 ) Net income — — — — — — — 273,138 — 273,138 36,887 310,025 Total other comprehensive loss — — — — — — — — ( 482 ) ( 482 ) ( 82 ) ( 564 ) Balances at December 31, 2022 352,881,826 $ 3,529 635,075 $ 6 9,200,000 $ 92 $ 6,931,819 $ ( 440,791 ) $ 1,332 $ 6,495,987 $ 678,671 $ 7,174,658 F-8 American Homes 4 Rent Consolidated Statements of Equity (continued) (Amounts in thousands, except share and per share data) Class A common shares Class B common shares Preferred shares Number of shares Amount Number of shares Amount Number of shares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Shareholders’ equity Noncontrolling interest Total equity Balances at December 31, 2022 352,881,826 $ 3,529 635,075 $ 6 9,200,000 $ 92 $ 6,931,819 $ ( 440,791 ) $ 1,332 $ 6,495,987 $ 678,671 $ 7,174,658 Share-based compensation — — — — — — 25,370 — — 25,370 — 25,370 Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 614,922 6 — — — — 2,567 — — 2,573 — 2,573 Issuance of Class A common shares, net of offering costs of $ 400 10,799,683 108 — — — — 398,092 — — 398,200 — 398,200 Distributions to equity holders: Preferred shares (Note 9) — — — — — — — ( 13,944 ) — ( 13,944 ) — ( 13,944 ) Noncontrolling interests — — — — — — — — — — ( 45,211 ) ( 45,211 ) Common shares ($ 0.88 per share) — — — — — — — ( 320,341 ) — ( 320,341 ) — ( 320,341 ) Net income — — — — — — — 380,168 — 380,168 51,974 432,142 Total other comprehensive loss — — — — — — — — ( 489 ) ( 489 ) ( 75 ) ( 564 ) Balances at December 31, 2023 364,296,431 $ 3,643 635,075 $ 6 9,200,000 $ 92 $ 7,357,848 $ ( 394,908 ) $ 843 $ 6,967,524 $ 685,359 $ 7,652,883 The accompanying notes are an integral part of these consolidated financial statements. F-9 American Homes 4 Rent Consolidated Statements of Cash Flows (Amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Operating activities Net income $ 432,142 $ 310,025 $ 210,559 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 456,550 426,531 372,848 Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 12,279 11,673 8,790 Noncash share-based compensation 25,370 27,308 17,792 Equity in net income of unconsolidated joint ventures ( 1,227 ) ( 3,066 ) ( 1,610 ) Return on investment from unconsolidated joint ventures 3,345 5,711 — Gain on sale and impairment of single-family properties and other, net ( 209,834 ) ( 136,459 ) ( 49,696 ) Other changes in operating assets and liabilities: Rent and other receivables 879 ( 8,146 ) ( 4,885 ) Prepaid expenses and other assets ( 21,545 ) ( 7,144 ) 465 Deferred leasing costs ( 3,113 ) ( 2,586 ) ( 3,422 ) Accounts payable and accrued expenses 44,264 43,615 44,512 Amounts due from related parties ( 421 ) ( 1,944 ) ( 153 ) Net cash provided by operating activities 738,689 665,518 595,200 Investing activities Cash paid for single-family properties ( 12,784 ) ( 595,171 ) ( 850,071 ) Change in escrow deposits for purchase of single-family properties 4,928 20,431 ( 33,005 ) Net proceeds received from sales of single-family properties and other 469,463 292,509 132,072 Proceeds received from storm-related insurance claims 4,050 1,981 4,842 Proceeds from notes receivable related to the sale of properties 698 34,090 1,253 Investment in unconsolidated joint ventures ( 12,614 ) ( 25,313 ) ( 29,260 ) Distributions from joint ventures 47,736 68,310 57,550 Renovations to single-family properties ( 40,137 ) ( 98,019 ) ( 47,681 ) Recurring and other capital expenditures for single-family properties ( 134,176 ) ( 138,779 ) ( 122,551 ) Cash paid for development activity ( 979,848 ) ( 921,423 ) ( 824,247 ) Cash paid for deposits on land option contracts ( 1,142 ) ( 14,548 ) — Other investing activities ( 38,752 ) ( 49,570 ) ( 22,367 ) Net cash used for investing activities ( 692,578 ) ( 1,425,502 ) ( 1,733,465 ) Financing activities Proceeds from issuance of Class A common shares 398,600 561,472 728,810 Payments of Class A common share issuance costs ( 400 ) ( 200 ) ( 200 ) Redemption of perpetual preferred shares — ( 155,000 ) ( 498,750 ) Proceeds from issuances under share-based compensation plans 6,539 4,935 4,225 Payments related to tax withholding for share-based compensation ( 3,966 ) ( 4,812 ) ( 2,682 ) Payments on asset-backed securitizations ( 24,470 ) ( 22,583 ) ( 24,311 ) Proceeds from revolving credit facility 200,000 620,000 1,410,000 Payments on revolving credit facility ( 240,000 ) ( 840,000 ) ( 1,060,000 ) Proceeds from unsecured senior notes, net of discount — 876,813 737,195 Settlement of cash flow hedging instrument — — ( 3,999 ) Proceeds from liabilities related to consolidated land not owned — 60,217 — Distributions to noncontrolling interests ( 45,071 ) ( 36,853 ) ( 23,170 ) Distributions to common shareholders ( 319,498 ) ( 252,506 ) ( 146,243 ) Distributions to preferred shareholders ( 13,944 ) ( 17,081 ) ( 37,923 ) Deferred financing costs paid — ( 8,225 ) ( 17,997 ) Net cash (used for) provided by financing activities ( 42,210 ) 786,177 1,064,955 Net increase (decrease) in cash, cash equivalents and restricted cash 3,901 26,193 ( 73,310 ) Cash, cash equivalents and restricted cash, beginning of period (see Note 2) 217,960 191,767 265,077 Cash, cash equivalents and restricted cash, end of period (see Note 2) $ 221,861 $ 217,960 $ 191,767 F-10 American Homes 4 Rent Consolidated Statements of Cash Flows (continued) (Amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Supplemental cash flow information Cash payments for interest, net of amounts capitalized $ ( 128,027 ) $ ( 116,404 ) $ ( 95,790 ) Supplemental schedule of noncash investing and financing activities Accrued property renovations and development expenditures $ 71,637 $ 71,069 $ 45,392 Transfers of completed homebuilding deliveries to properties 683,688 502,207 395,937 Property and land contributions to unconsolidated joint ventures ( 46,109 ) ( 35,843 ) ( 57,203 ) Property and land distributions from unconsolidated joint ventures — 8,397 — Noncash right-of-use assets obtained in exchange for operating lease liabilities 963 5,059 1,346 Accrued distributions to affiliates 1,248 404 — Accrued distributions to non-affiliates 142 106 — The accompanying notes are an integral part of these consolidated financial statements. F-11 American Homes 4 Rent, L.P. Consolidated Balance Sheets (Amounts in thousands, except unit data) December 31, 2023 December 31, 2022 Assets Single-family properties: Land $ 2,234,301 $ 2,197,233 Buildings and improvements 10,651,388 10,127,891 Single-family properties in operation 12,885,689 12,325,124 Less: accumulated depreciation ( 2,719,970 ) ( 2,386,452 ) Single-family properties in operation, net 10,165,719 9,938,672 Single-family properties under development and development land 1,409,424 1,187,221 Single-family properties and land held for sale, net 182,082 198,716 Total real estate assets, net 11,757,225 11,324,609 Cash and cash equivalents 59,385 69,155 Restricted cash 162,476 148,805 Rent and other receivables 42,823 47,752 Escrow deposits, prepaid expenses and other assets 406,138 331,446 Investments in unconsolidated joint ventures 114,198 107,347 Amounts due from affiliates 25,666 25,666 Goodwill 120,279 120,279 Total assets $ 12,688,190 $ 12,175,059 Liabilities Revolving credit facility $ 90,000 $ 130,000 Asset-backed securitizations, net 1,871,421 1,890,842 Unsecured senior notes, net 2,500,226 2,495,156 Accounts payable and accrued expenses 573,660 484,403 Total liabilities 5,035,307 5,000,401 Commitments and contingencies (see Note 14) Capital Partners' capital: General partner: Common units ( 364,931,506 and 353,516,901 units issued and outstanding at December 31, 2023 and 2022, respectively) 6,744,841 6,272,815 Preferred units ( 9,200,000 units issued and outstanding at December 31, 2023 and 2022) 221,840 221,840 Limited partner: Common units ( 51,376,980 units issued and outstanding at December 31, 2023 and 2022) 685,240 678,477 Accumulated other comprehensive income 962 1,526 Total capital 7,652,883 7,174,658 Total liabilities and capital $ 12,688,190 $ 12,175,059 The accompanying notes are an integral part of these consolidated financial statements. F-12 American Homes 4 Rent, L.P. Consolidated Statements of Operations (Amounts in thousands, except unit and per unit data) For the Years Ended December 31, 2023 2022 2021 Rents and other single-family property revenues $ 1,623,605 $ 1,490,534 $ 1,303,882 Expenses: Property operating expenses 599,459 552,091 490,205 Property management expenses 123,363 112,698 96,865 General and administrative expense 74,615 68,057 56,444 Interest expense 140,198 134,871 114,893 Acquisition and other transaction costs 16,910 23,452 15,749 Depreciation and amortization 456,550 426,531 372,848 Hurricane-related charges, net — 6,133 — Total expenses 1,411,095 1,323,833 1,147,004 Gain on sale and impairment of single-family properties and other, net 209,834 136,459 49,696 Other income and expense, net 9,798 6,865 3,985 Net income 432,142 310,025 210,559 Preferred distributions 13,944 17,081 37,923 Redemption of perpetual preferred units — 5,276 15,879 Net income attributable to common unitholders $ 418,198 $ 287,668 $ 156,757 Weighted-average common units outstanding: Basic 413,401,948 400,667,828 375,693,107 Diluted 413,854,196 401,164,072 376,966,230 Net income attributable to common unitholders per unit: Basic $ 1.01 $ 0.72 $ 0.42 Diluted $ 1.01 $ 0.71 $ 0.41 The accompanying notes are an integral part of these consolidated financial statements. F-13 American Homes 4 Rent, L.P. Consolidated Statements of Comprehensive Income (Amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Net income $ 432,142 $ 310,025 $ 210,559 Other comprehensive loss: Cash flow hedging instruments: Loss on settlement of cash flow hedging instrument — — ( 3,999 ) Reclassification adjustment for amortization of interest expense included in net income ( 564 ) ( 564 ) ( 771 ) Other comprehensive loss ( 564 ) ( 564 ) ( 4,770 ) Comprehensive income 431,578 309,461 205,789 Preferred distributions 13,944 17,081 37,923 Redemption of perpetual preferred units — 5,276 15,879 Comprehensive income attributable to common unitholders $ 417,634 $ 287,104 $ 151,987 The accompanying notes are an integral part of these consolidated financial statements. F-14 American Homes 4 Rent, L.P. Consolidated Statements of Capital (Amounts in thousands, except unit and per unit data) General Partner Limited Partners Common capital Preferred capital amount Common capital Accumulated other comprehensive income Total capital Number of units Amount Number of units Amount Balances at December 31, 2020 316,656,460 $ 4,928,819 $ 854,435 51,726,980 $ 682,316 $ 6,860 $ 6,472,430 Share-based compensation — 17,792 — — — — 17,792 Common units issued under share-based compensation plans, net of units withheld for employee taxes 497,045 1,543 — — — — 1,543 Issuance of Class A common units, net of offering costs of $ 200 20,494,286 728,610 — — — — 728,610 Redemptions of Class A units 350,000 4,617 — ( 350,000 ) ( 4,617 ) — — Redemption of Series D perpetual preferred units — ( 8,509 ) ( 260,241 ) — — — ( 268,750 ) Redemption of Series E perpetual preferred units — ( 7,370 ) ( 222,630 ) — — — ( 230,000 ) Distributions to capital holders: Preferred units (Note 9) — — ( 37,923 ) — — — ( 37,923 ) Common units ($ 0.40 per unit) — ( 130,478 ) — — ( 20,584 ) — ( 151,062 ) Net income — 151,169 37,923 — 21,467 — 210,559 Total other comprehensive loss — — — — — ( 4,770 ) ( 4,770 ) Balances at December 31, 2021 337,997,791 $ 5,686,193 $ 371,564 51,376,980 $ 678,582 $ 2,090 $ 6,738,429 Share-based compensation — 27,308 — — — — 27,308 Common units issued under share-based compensation plans, net of units withheld for employee taxes 519,110 123 — — — — 123 Issuance of Class A common units, net of offering costs of $ 200 15,000,000 561,272 — — — — 561,272 Redemption of Series F perpetual preferred units — ( 5,276 ) ( 149,724 ) — — — ( 155,000 ) Distributions to capital holders: Preferred units (Note 9) — — ( 17,081 ) — — — ( 17,081 ) Common units ($ 0.72 per unit) — ( 252,862 ) — — ( 36,992 ) — ( 289,854 ) Net income — 256,057 17,081 — 36,887 — 310,025 Total other comprehensive loss — — — — — ( 564 ) ( 564 ) Balances at December 31, 2022 353,516,901 $ 6,272,815 $ 221,840 51,376,980 $ 678,477 $ 1,526 $ 7,174,658 F-15 American Homes 4 Rent, L.P. Consolidated Statements of Capital (continued) (Amounts in thousands, except unit and per unit data) General Partner Limited Partners Common capital Preferred capital amount Common capital Accumulated other comprehensive income Total capital Number of units Amount Number of units Amount Balances at December 31, 2022 353,516,901 $ 6,272,815 $ 221,840 51,376,980 $ 678,477 $ 1,526 $ 7,174,658 Share-based compensation — 25,370 — — — — 25,370 Common units issued under share-based compensation plans, net of units withheld for employee taxes 614,922 2,573 — — — — 2,573 Issuance of Class A common units, net of offering costs of $ 400 10,799,683 398,200 — — — — 398,200 Distributions to capital holders: Preferred units (Note 9) — — ( 13,944 ) — — — ( 13,944 ) Common units ($ 0.88 per unit) — ( 320,341 ) — — ( 45,211 ) — ( 365,552 ) Net income — 366,224 13,944 — 51,974 — 432,142 Total other comprehensive loss — — — — — ( 564 ) ( 564 ) Balances at December 31, 2023 364,931,506 $ 6,744,841 $ 221,840 51,376,980 $ 685,240 $ 962 $ 7,652,883 The accompanying notes are an integral part of these consolidated financial statements. F-16 American Homes 4 Rent, L.P. Consolidated Statements of Cash Flows (Amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Operating activities Net income $ 432,142 $ 310,025 $ 210,559 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 456,550 426,531 372,848 Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 12,279 11,673 8,790 Noncash share-based compensation 25,370 27,308 17,792 Equity in net income of unconsolidated joint ventures ( 1,227 ) ( 3,066 ) ( 1,610 ) Return on investment from unconsolidated joint ventures 3,345 5,711 — Gain on sale and impairment of single-family properties and other, net ( 209,834 ) ( 136,459 ) ( 49,696 ) Other changes in operating assets and liabilities: Rent and other receivables 879 ( 8,146 ) ( 4,885 ) Prepaid expenses and other assets ( 21,545 ) ( 7,144 ) 465 Deferred leasing costs ( 3,113 ) ( 2,586 ) ( 3,422 ) Accounts payable and accrued expenses 44,264 43,615 44,512 Amounts due from related parties ( 421 ) ( 1,944 ) ( 153 ) Net cash provided by operating activities 738,689 665,518 595,200 Investing activities Cash paid for single-family properties ( 12,784 ) ( 595,171 ) ( 850,071 ) Change in escrow deposits for purchase of single-family properties 4,928 20,431 ( 33,005 ) Net proceeds received from sales of single-family properties and other 469,463 292,509 132,072 Proceeds received from storm-related insurance claims 4,050 1,981 4,842 Proceeds from notes receivable related to the sale of properties 698 34,090 1,253 Investment in unconsolidated joint ventures ( 12,614 ) ( 25,313 ) ( 29,260 ) Distributions from joint ventures 47,736 68,310 57,550 Renovations to single-family properties ( 40,137 ) ( 98,019 ) ( 47,681 ) Recurring and other capital expenditures for single-family properties ( 134,176 ) ( 138,779 ) ( 122,551 ) Cash paid for development activity ( 979,848 ) ( 921,423 ) ( 824,247 ) Cash paid for deposits on land option contracts ( 1,142 ) ( 14,548 ) — Other investing activities ( 38,752 ) ( 49,570 ) ( 22,367 ) Net cash used for investing activities ( 692,578 ) ( 1,425,502 ) ( 1,733,465 ) Financing activities Proceeds from issuance of Class A common units 398,600 561,472 728,810 Payments of Class A common unit issuance costs ( 400 ) ( 200 ) ( 200 ) Redemption of perpetual preferred units — ( 155,000 ) ( 498,750 ) Proceeds from issuances under share-based compensation plans 6,539 4,935 4,225 Payments related to tax withholding for share-based compensation ( 3,966 ) ( 4,812 ) ( 2,682 ) Payments on asset-backed securitizations ( 24,470 ) ( 22,583 ) ( 24,311 ) Proceeds from revolving credit facility 200,000 620,000 1,410,000 Payments on revolving credit facility ( 240,000 ) ( 840,000 ) ( 1,060,000 ) Proceeds from unsecured senior notes, net of discount — 876,813 737,195 Settlement of cash flow hedging instrument — — ( 3,999 ) Proceeds from liabilities related to consolidated land not owned — 60,217 — Distributions to common unitholders ( 364,569 ) ( 289,359 ) ( 169,413 ) Distributions to preferred unitholders ( 13,944 ) ( 17,081 ) ( 37,923 ) Deferred financing costs paid — ( 8,225 ) ( 17,997 ) Net cash (used for) provided by financing activities ( 42,210 ) 786,177 1,064,955 Net increase (decrease) in cash, cash equivalents and restricted cash 3,901 26,193 ( 73,310 ) Cash, cash equivalents and restricted cash, beginning of period (see Note 2) 217,960 191,767 265,077 Cash, cash equivalents and restricted cash, end of period (see Note 2) $ 221,861 $ 217,960 $ 191,767 F-17 American Homes 4 Rent, L.P. Consolidated Statements of Cash Flows (continued) (Amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Supplemental cash flow information Cash payments for interest, net of amounts capitalized $ ( 128,027 ) $ ( 116,404 ) $ ( 95,790 ) Supplemental schedule of noncash investing and financing activities Accrued property renovations and development expenditures $ 71,637 $ 71,069 $ 45,392 Transfers of completed homebuilding deliveries to properties 683,688 502,207 395,937 Property and land contributions to unconsolidated joint ventures ( 46,109 ) ( 35,843 ) ( 57,203 ) Property and land distributions from unconsolidated joint ventures — 8,397 — Noncash right-of-use assets obtained in exchange for operating lease liabilities 963 5,059 1,346 Accrued distributions to affiliates 1,248 404 — Accrued distributions to non-affiliates 142 106 — The accompanying notes are an integral part of these consolidated financial statements. F-18 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Note 1. Organization and Operations American Homes 4 Rent (“AMH” or the “General Partner”) is an internally managed Maryland real estate investment trust (“REIT”) formed on October 19, 2012 for the purpose of acquiring, developing, renovating, leasing and managing single-family homes as rental properties. American Homes 4 Rent, L.P., a Delaware limited partnership formed on October 22, 2012, and its consolidated subsidiaries (collectively, the “Operating Partnership” or the “OP”) is the entity through which the Company conducts substantially all of its business and owns, directly or through subsidiaries, substantially all of its assets. References to the “Company,” “we,” “our” and “us” mean collectively AMH, the Operating Partnership and those entities/subsidiaries owned or controlled by AMH and/or the Operating Partnership. As of December 31, 2023, the Company held 59,332 single-family properties in 21 states, including 862 properties classified as held for sale. AMH is the general partner of, and as of December 31, 2023 owned approximately 87.7 % of the common partnership interest in, the Operating Partnership. The remaining 12.3 % of the common partnership interest was owned by limited partners. As the sole general partner of the Operating Partnership, AMH has exclusive control of the Operating Partnership’s day-to-day management. The Company’s management operates AMH and the Operating Partnership as one business, and the management of AMH consists of the same members as the management of the Operating Partnership. AMH’s primary function is acting as the general partner of the Operating Partnership. The only material asset of AMH is its partnership interest in the Operating Partnership. As a result, AMH generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing equity from time to time and guaranteeing certain debt of the Operating Partnership. AMH itself is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The Operating Partnership owns substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures, either directly or through its subsidiaries, conducts the operations of the Company’s business and is structured as a limited partnership with no publicly traded equity. One difference between the Company and the Operating Partnership is $ 25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AMH. The asset-backed securitization certificates are recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership. AMH contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, AMH receives Operating Partnership units (“OP units”) equal to the number of shares it has issued in the equity offering. Based on the terms of the Agreement of Limited Partnership of the Operating Partnership, as amended, OP units can be exchanged for shares on a one -for-one basis. Except for net proceeds from equity issuances by AMH, the Operating Partnership generates the capital required by the Company’s business through the Operating Partnership’s operations, by the Operating Partnership’s incurrence of indebtedness or through the issuance of OP units. Note 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Any references in this report to the number of properties is outside the scope of our independent registered public accounting firm’s audit of our financial statements, in accordance with the standards of the Public Company Accounting Oversight Board. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the consolidated financial statements have been made. Principles of Consolidation The consolidated financial statements present the accounts of both (i) the Company, which include AMH, the Operating Partnership and their consolidated subsidiaries, and (ii) the Operating Partnership, which include the Operating Partnership and its consolidated subsidiaries. Intercompany accounts and transactions have been eliminated. The Company consolidates real estate partnerships and other entities that are not variable interest entities (“VIEs”) in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), when it owns, directly or indirectly, a majority interest in the entity or is otherwise able to control the entity. Entities that are not VIEs and for which the Company owns an interest and has F-19 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements the ability to exercise significant influence but does not control are accounted for under the equity method of accounting. See Investments in Unconsolidated Joint Ventures below for a further discussion of our investments in unconsolidated joint ventures. The Company consolidates VIEs in accordance with ASC 810 if it is the primary beneficiary of the VIE as determined by its power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. The Company holds investments in venture capital funds and deposits with land banking entities that we determined are VIEs. As the Company does not control the activities that most significantly impact the economic performance of these entities, the Company was deemed not to be the primary beneficiary and therefore did not consolidate the entities. See Investments in Venture Capital Funds and Land Option Contracts below for further discussion. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes AMH has elected to be taxed as a REIT for U.S. federal income tax purposes under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2012. We believe that we have operated, and continue to operate, in such a manner as to satisfy the requirements for qualification as a REIT. Provided that we qualify as a REIT and our distributions to our shareholders equal or exceed our REIT taxable income (determined without regard to the deduction for dividends paid and including any net capital gains), we generally will not be subject to U.S. federal income tax. Qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including tests related to the percentage of income that we earn from specified sources and the percentage of our earnings that we distribute to our shareholders. Accordingly, no assurance can be given that we will continue to be organized or be able to operate in a manner so as to remain qualified as a REIT. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we would be subject to U.S. federal income tax and state income tax on our taxable income at regular corporate tax rates, and we would likely be precluded from qualifying for treatment as a REIT until the fifth calendar year following the year in which we fail to qualify. Even if we qualify as a REIT, we may be subject to certain state or local income and capital taxes and U.S. federal income and excise taxes on our undistributed REIT taxable income, if any. Certain of our subsidiaries are subject to taxation by U.S. federal, state and local authorities for the periods presented. We made joint elections to treat certain subsidiaries as taxable REIT subsidiaries which are subject to U.S. federal, state and local taxes on their income at regular corporate rates. The tax years from 2019 to present generally remain open to examination by the taxing jurisdictions to which the Company is subject. We believe that our Operating Partnership is properly treated as a partnership for U.S. federal income tax purposes. As a partnership, the Operating Partnership is not subject to U.S. federal income tax on our income. Instead, each of the Operating Partnership’s partners, including AMH, is allocated, and may be required to pay tax with respect to, its share of the Operating Partnership’s income. As such, no provision for U.S. federal income taxes has been included for the Operating Partnership. ASC 740-10, Income Taxes, requires recognition of deferred tax assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We recognize tax benefits of uncertain tax positions only if it is more likely than not that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full knowledge of all relevant information. The measurement of a tax benefit for an uncertain tax position that meets the more likely than not threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information. As of December 31, 2023, there were no deferred tax assets and liabilities or unrecognized tax benefits recorded by the Company. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months. F-20 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements As a REIT, we generally are required to distribute annually to our shareholders at least 90 % of our REIT taxable income (determined without regard to the deduction for dividends paid and any net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100 % of our REIT taxable income (determined without regard to the deduction for dividends paid and including any net capital gains). The Operating Partnership funds the payment of distributions. We historically used our net operating loss (“NOL”) for U.S. federal income tax purposes to reduce our REIT taxable income and have substantially utilized our NOL as of December 31, 2023. Investments in Real Estate Purchases of single-family properties are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition costs, which is allocated to land and building based upon their relative fair values at the date of acquisition. Fair value is determined in accordance with ASC 820, Fair Value Measurements and Disclosures , and is primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties subject to an existing lease, the Company utilizes its own market knowledge obtained from historical transactions, its internal construction program (the “AMH Development Program”) and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building. Typically, we allocate between 10 % to 30 % of the purchase price of properties to land. For the year ended December 31, 2023, the Company purchased 47 single-family properties treated as asset acquisitions for accounting purposes for a total purchase price of $ 12.8 million, net of holding costs, which was included in cash paid for single-family properties within the consolidated statement of cash flows. The nature of our business requires that in certain circumstances we acquire single-family properties subject to existing liens. Liens that we expect to be extinguished in cash are estimated and accrued for on the date of acquisition and recorded as a cost of the property. We incur costs to prepare properties acquired through our traditional acquisition channels for rental. These costs, along with related holding 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 costs as a cost 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 interest costs have been incurred. Upon completion of the renovation of our properties, all costs of operations, including repairs and maintenance, are expensed as incurred. Single-Family Properties Under Development and Development Land Land and construction in progress for our AMH Development Program are presented separately in single-family properties under development and development land within the consolidated balance sheets. Our capitalization policy on development properties follows the guidance in ASC 835-20, Capitalization of Interest , and ASC 970, Real Estate-General . Costs directly related to the development of properties are capitalized and the costs of land and buildings under development include specifically identifiable costs. We also capitalize interest, real estate taxes, insurance, utilities, and payroll costs for land and construction in progress under active development once the applicable GAAP criteria have been met. Single-family Properties Held for Sale and Discontinued Operations Single-family properties and land lots are classified as held for sale when they meet the applicable GAAP criteria in accordance with ASC 360-10, Property, Plant, and Equipment—Overall , including, but not limited to, the availability of the property for immediate sale in its present condition, the existence of an active program to locate a buyer and the probable sale of the property within one year. Single-family properties and land lots classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell, and are presented separately in single-family properties and land held for sale, net within the consolidated balance sheets. As of December 31, 2023 and 2022, the Company had 862 and 1,115 single-family properties, respectively, classified as held for sale, and recorded $ 1.9 million, $ 2.5 million and $ 0.2 million of impairment on single-family properties held for sale for the years ended December 31, 2023, 2022 and 2021, respectively, which is included in gain on sale and impairment of single-family properties and other, net within the consolidated statements of operations. The results of operations of properties that have either been sold or classified as held for sale, if due to a strategic shift that has (or will have) a major effect on our operations or financial results, are reported in the consolidated statements of operations as discontinued operations for both current and prior periods presented through the date of the applicable disposition in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued F-21 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Operations . During the years ended December 31, 2023, 2022 and 2021, no ne of the properties classified as held for sale met the criteria to be reported as a discontinued operation. Impairment of Long-lived Assets We evaluate our long-lived assets for impairment periodically or whenever events or circumstances indicate that their carrying amount may not be recoverable. Significant indicators of impairment may include, but are not limited to, declines in home values, rental rates and occupancy percentages, as well as significant changes in the economy. If an impairment indicator exists, we compare the expected future undiscounted cash flows against the net carrying amount. If the sum of the estimated undiscounted cash flows is less than the net carrying amount, we record an impairment loss for the difference between the estimated fair value of the individual property and the carrying amount of the property at that date. Excluding the effects of casualty losses, no impairments on operating properties were recorded during the years ended December 31, 2023, 2022 and 2021. Land Option Contracts We enter into land option contracts to acquire the right to purchase land for our AMH Development Program. Under these contracts, we typically make a specified option payment or deposit in consideration for the right to purchase land in the future, usually at a predetermined price. We analyze these land option contracts under the variable interest model to determine whether the land seller is a VIE and, if so, whether we are the primary beneficiary. Although the Company does not have legal title to the underlying land, we may be required to consolidate the related VIE if we are deemed to be the primary beneficiary. Deposits with land banking entities determined to be VIEs but not consolidated because we are not the primary beneficiary are at held at cost and included in escrow deposits, prepaid expenses and other assets within the consolidated balance sheets. As of December 31, 2023 and 2022, the carrying value of these deposits and the Company’s maximum exposure to loss was $ 15.7 million and $ 14.5 million, respectively. We also consider whether the land option contracts should be accounted for as financing arrangements when the land banking entity is not consolidated under the variable interest model, as may be required if the land banking entity or other third-party acquires specific land parcels directly from us, on our behalf or at our direction or where we make improvements to the underlying land during the option period. During the year ended December 31, 2022, the Company entered into land option agreements whereby it sold land to a third party with an option to repurchase finished lots on a predetermined schedule. Because of our options to repurchase the finished lots, in accordance with ASC 606-10-55-70, we accounted for these transactions as financing arrangements rather than a sale. Consolidated land not owned is included in escrow deposits, prepaid expenses and other assets and the liability for consolidated land not owned, which represents proceeds received from the third party net of our deposits on the optioned land, is included in accounts payable and accrued expenses in the consolidated balance sheets (see Note 5. Escrow Deposits, Prepaid Expenses and Other Assets and Note 8. Accounts Payable and Accrued Expenses). Improvements made to the land under the related development agreements prior to exercising the options to repurchase the finished lots are capitalized to consolidated land not owned and reimbursement proceeds from the land banking entity are accreted to liability for consolidated land not owned in the consolidated balance sheets. Commercial Office Leases We lease commercial office space from third parties for use in our corporate and property management operations. Commercial office leases are accounted for as operating leases in accordance with ASC 842, Leases , which requires us to recognize right-of-use assets and lease liabilities within the consolidated balance sheets for the rights and obligations created from these leases. Operating lease right-of-use assets and lease liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is generally not determinable, the right-of-use assets and lease liabilities are measured using our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the expected lease term in general and administrative expense within the consolidated statements of operations. We elected the short-term lease measurement and recognition exemption and do not establish right-of-use assets or lease liabilities for operating leases with terms of twelve months or less. We also elected the practical expedient allowing us to avoid separating non-lease components from the associated lease component for our commercial office leases. The right-of-use assets and lease liabilities are presented in escrow deposits, prepaid expenses and other assets and accounts payable and accrued expenses, respectively, within the consolidated balance sheets. F-22 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Depreciation and Amortization Depreciation is computed on a straight-line basis over the estimated useful lives of buildings, improvements and other assets. Buildings are depreciated over 30 years and improvements and other assets are depreciated over their estimated economic useful lives, generally three to 30 years. Intangible Assets Finite-lived intangible assets are amortized on a straight-line basis over their estimated economic lives. The Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated future cash flows expected to result from the use and eventual disposition of an asset is less than its net book value, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of an asset. No impairment was recorded during the years ended December 31, 2023, 2022 and 2021. Goodwill Goodwill represents the fair value in excess of the tangible and separately identifiable intangible assets that were acquired in connection with the internalization of the Company’s management function in June 2013, including all administrative, financial, property management, marketing and leasing personnel, including executive management. Goodwill has an indefinite life and is therefore not amortized. The Company analyzes goodwill for impairment on an annual basis pursuant to ASC 350, Intangibles—Goodwill and Other , which permits us to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount as a basis to determine whether an impairment test is necessary. This qualitative assessment requires judgment to be applied in evaluating the effects of multiple factors, including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other relevant entity-specific events, events affecting the reporting unit, and whether or not there has been a sustained decrease in the Company’s stock price. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the goodwill impairment test. The impairment test compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds the fair value, the impairment loss is determined as the excess of the carrying amount of the goodwill reporting unit over the fair value of that goodwill, not to exceed the carrying amount. Impairment charges, if any, are recognized in operating results. Based on our assessment of qualitative factors on December 31, 2023, we concluded it was more likely than not that the Company’s recorded goodwill balance of $ 120.3 million was not impaired and did not perform the quantitative test. No goodwill impairment was recorded during the years ended December 31, 2023, 2022 and 2021. Deferred Financing Costs Financing costs related to the origination of the Company’s debt instruments are deferred and amortized as interest expense under the effective interest method over the contractual term of the applicable financing. Financing costs related to the origination of the Company’s revolving credit facility are presented net of accumulated amortization and included in escrow deposits, prepaid expenses and other assets within the consolidated balance sheets. Financing costs related to the origination of the Company’s unsecured senior notes and asset-backed securitizations are presented net of accumulated amortization and are netted against the related debt instrument under liabilities within the consolidated balance sheets. Cash, Cash Equivalents and Restricted Cash We consider all demand deposits, cashier’s checks, money market accounts and certificates of deposit with a maturity of three months or less to be cash equivalents. We maintain our cash and cash equivalents and escrow deposits at financial institutions. The combined account balances typically exceed the Federal Deposit Insurance Corporation insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit. We believe that the risk is not significant. Restricted cash primarily consists of funds held related to resident security deposits, cash reserves in accordance with certain loan agreements and funds held in the custody of our transfer agent for the payment of distributions. Funds held related to resident security deposits are restricted during the term of the related lease agreement, which is generally one year . Cash reserved in connection with lender requirements is restricted during the term of the related debt instrument. F-23 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements The following table provides a reconciliation of cash, cash equivalents and restricted cash per the consolidated statements of cash flows to the corresponding financial statement line items in the consolidated balance sheets (amounts in thousands): December 31, 2023 2022 2021 Cash and cash equivalents $ 59,385 $ 69,155 $ 48,198 Restricted cash 162,476 148,805 143,569 Total cash, cash equivalents and restricted cash $ 221,861 $ 217,960 $ 191,767 Escrow Deposits Escrow deposits include refundable and non-refundable cash earnest money deposits for the purchase of properties and deposits related to land option contracts (see Land Option Contracts above). In addition, escrow deposits include amounts paid for single-family properties in certain states which require a judicial order when the risks and rewards of ownership of the property are transferred and the purchase is finalized. Investments in Unconsolidated Joint Ventures Investments in unconsolidated joint ventures are recorded initially at cost, and subsequently adjusted for equity in earnings and cash contributions and distributions. Under the equity method of accounting, our net equity investment is included in investments in unconsolidated joint ventures within the consolidated balance sheets, and our share of net income or loss from the joint ventures is included within other income and expense, net in the consolidated statements of operations. Our recognition of joint venture income or loss is generally based on ownership percentages, which may change upon the achievement of certain investment return thresholds. The ultimate realization of the investment in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. We classify distributions received from our unconsolidated joint ventures using the “cumulative earnings” approach, under which distributions up to the amount of cumulative equity in earnings recognized will be classified as cash inflows from operating activities, and those in excess of that amount will be classified as cash inflows from investing activities in our consolidated statements of cash flows. Our investments in unconsolidated joint ventures are reviewed for impairment periodically and we will record an impairment charge when events or circumstances change indicating that a decline in the fair values below the carrying values has occurred and such decline is other-than-temporary. Investments in Venture Capital Funds Investments in venture capital funds are accounted for under the equity method of accounting and included in escrow deposits, prepaid expenses and other assets within the consolidated balance sheets. We record our proportionate shares of net income or loss resulting from these investments within other income and expense, net in the consolidated statements of operations. As discussed in Principals of Consolidation above, we determined the venture capital funds to be VIEs for which we are not the primary beneficiary. As of December 31, 2023 and 2022, the carrying value of our investments in venture capital funds was $ 13.0 million and $ 12.0 million, respectively, and the Company’s maximum exposure to loss was $ 15.6 million and $ 16.1 million, respectively, which includes all future capital funding requirements. Investments in Equity Securities Our investments in equity securities, which are included in escrow deposits, prepaid expenses and other assets within the consolidated balance sheets, do not have readily determinable fair values. The Company elected the measurement alternative for its investments in these equity securities and measures these investments at cost less impairment, if any, and adjusted for changes resulting from observable price changes for identical or similar investments in the same issuer. No unrealized gains or losses nor impairments were recorded during the year ended December 31, 2023. Notes Receivable, Net The Company obtained promissory notes in connection with two bulk dispositions of our single-family properties. The promissory note obtained during the second quarter of 2019 was paid in full during the year ended December 31, 2022 and the promissory note obtained during the first quarter of 2017 matured in the first quarter of 2022 and is still being actively collected. The promissory notes F-24 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements are secured by first priority mortgages on the disposed homes, contain certain covenants and require monthly or quarterly interest payments with the full principal due at maturity. Notes receivable are presented net of discounts in escrow deposits, prepaid expenses and other assets within the consolidated balance sheets. Interest income from the notes, including amortization of discounts, is presented in other income and expense, net within the consolidated statements of operations. We are required to estimate and recognize lifetime expected losses on these notes receivable in accordance with ASC 326, Financial Instruments—Credit Losses . Notes receivable are also presented net of the allowance for expected credit losses, which the Company estimates on a quarterly basis based on (i) credit quality indicators such as the borrower’s historical performance, including the borrower’s financial results and satisfaction of scheduled payments, (ii) current conditions, including macroeconomic conditions and other conditions affecting the borrower, and (iii) other reasonable and supportable forecasts about the future. As part of the monitoring process, we may meet with a borrower’s management to better understand such borrower’s financial performance and its future plans on an as-needed basis. A note receivable will be categorized as non-performing if a borrower experiences financial difficulty and has failed to make scheduled payments. Changes to the allowance for expected credit losses are recognized in other income and expense, net within the consolidated statements of operations. Revenue and Expense Recognition We lease single-family properties that we own directly to tenants who occupy the properties under operating leases, generally, with a term of one year . In accordance with ASC 842, Leases , the Company classifies our single-family property leases as operating leases and elects to not separate the lease component, comprised of rents from single-family properties, from the associated non-lease component, comprised of fees from single-family properties and tenant charge-backs. The combined component is accounted for under ASC 842, while certain tenant charge-backs are accounted for as variable payments under ASC 606, Revenue from Contracts with Customers . Rental revenue, net of any concessions, is recognized on a straight-line basis over the term of the lease, which is not materially different than if it were recorded when due from tenants and recognized monthly as it is earned. Tenant charge-backs, which are primarily related to cost recoveries on utilities, are recognized as revenue on a gross basis in the period during which the expenses are incurred. We accrue for property taxes and homeowners’ association (“HOA”) assessments based on amounts billed, and, in some circumstances, estimates and historical trends when bills or assessments are not available. The actual assessment may differ from the estimates, resulting in a change in estimate in a subsequent period. Gains or losses on sales of properties and upon contributions to our unconsolidated joint ventures are recognized pursuant to the provisions included in ASC 610-20, Other Income . Under ASC 610-20, we must first determine whether the transaction is a sale to a customer or non-customer. We typically sell properties on a selective basis and not within the ordinary course of our operating business and therefore expect that our sale transactions will not be contracts with customers. We next determine whether we have a controlling financial interest in the property after the sale, consistent with the consolidation model in ASC 810, Consolidation . If we determine that we do not have a controlling financial interest in the real estate, we evaluate whether a contract exists under ASC 606 and whether the buyer has obtained control of the asset that was sold. We recognize a full gain or loss on sale, which is presented in gain on sale and impairment of single-family properties and other, net within the consolidated statements of operations, when the derecognition criteria under ASC 610-20 have been met. Leasing Costs Our leasing costs are accounted for under the provisions of ASC 842, Leases. Direct costs incurred due to the execution of a lease are initially capitalized and then amortized over the term of the lease, which is generally one year . Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consists primarily of trade payables, accrued interest, distribution payables, resident security deposits, prepaid rent, construction and maintenance liabilities, HOA fees, operating lease liabilities and property tax accruals as of the end of the respective period presented. It also consists of liabilities for consolidated land not owned (see Land Option Contracts above) and contingent loss accruals, if any, when such losses are both probable and estimable. When it is reasonably possible that a significant contingent loss has occurred, we disclose the nature of the potential loss and, if estimable, a range of exposure. F-25 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Share-Based Compensation Our 2012 Equity Incentive Plan and 2021 Equity Incentive Plan (collectively, the “Plans”), and our 2021 Employee Stock Purchase Plan (the “2021 ESPP”), are accounted for under the provisions of ASC 718, Compensation—Stock Compensation . Noncash share-based compensation costs related to options to purchase our Class A common shares, restricted share units (“RSUs”) and performance-based restricted share units (“PSUs”) issued to members of the Company’s board of trustees and employees is based on the fair value of the options, RSUs and PSUs on the grant date and generally amortized over the service period. At the time of grant, the Company takes into consideration the timing of the equity award and evaluates for conditions that could result in the award to be considered spring-loaded, in which case the fair value would be adjusted. During the years ended December 31, 2023, 2022 and 2021, the Company did not grant equity awards that would be considered spring-loaded. Forfeitures are recognized as they occur. The Plans allow for continued release of awards based on the original vesting schedule, rather than forfeiture, of unvested share-based grants upon termination of service for employees who meet certain retirement eligibility criteria, including age and years of service. Retirement eligible employees must also provide a notice of intent to retire at least six months prior to retirement date and the Human Capital and Compensation Committee (“HCC Committee”) must approve the continued release of awards. As a result of the six month notice requirement, compensation cost is recognized over six months from the grant date to the extent an employee is retirement eligible on the grant date and compensation cost is accelerated to the extent that an employee will become retirement eligible before six months prior to the end of the contractual life of their share-based grants. Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between two willing parties. Fair value is a market-based measurement, and should be determined based on the assumptions that market participants would use in pricing an asset or liability. The GAAP valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1 —Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets; • Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3 —Inputs to the valuation methodology are unobservable and significant to the fair value measurement. See Note 12. Fair Value for our consideration of the fair value of our financial instruments. Derivatives From time to time, we may use interest rate cap agreements or other derivative instruments for interest rate risk management purposes. We assess these derivatives at inception and on an ongoing basis for the effectiveness of qualifying cash flow hedges. For derivative instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings as interest expense during the period in which the hedged transaction affects earnings. Cash flows from derivative instruments accounted for as a cash flow hedge are classified in the same category as the hedged transaction within the consolidated statements of cash flows. Segment Reporting We operate in one operating segment with activities related to acquiring, renovating, developing, leasing and managing single-family homes as rental properties. ASC 280, Segment Reporting , requires the use of the “management approach” to align segment reporting with our internal reporting, and our chief operating decision maker regularly reviews core funds from operations at the total portfolio level as the primary measure for assessing the Company’s performance and allocating resources. Property acquisition and disposition decisions are made at the individual property level and development decisions are made at the community level across a F-26 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements geographically diversified portfolio based on criteria consistent with our objective of generating attractive risk-adjusted returns for our shareholders. Recent Accounting Pronouncements Not Yet Effective In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendments in this ASU will require public entities to disclose significant segment expenses and other segment items and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment will also be required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all periods presented unless it is impracticable. The Company is currently assessing the impact of the guidance on its financial statements. Note 3. Real Estate Assets, Net The net book values of real estate assets consisted of the following as of December 31, 2023 and 2022 (amounts in thousands): December 31, 2023 December 31, 2022 Occupied single-family properties $ 9,595,421 $ 9,419,098 Single-family properties leased, not yet occupied 54,481 52,325 Single-family properties in turnover process 370,856 281,356 Single-family properties recently renovated or developed 140,962 182,336 Single-family properties newly acquired and under renovation 3,999 3,557 Single-family properties in operation, net 10,165,719 9,938,672 Development land 563,718 631,539 Single-family properties under development 845,706 555,682 Single-family properties and land held for sale, net 182,082 198,716 Total real estate assets, net $ 11,757,225 $ 11,324,609 Depreciation expense related to single-family properties was $ 436.1 million, $ 410.4 million and $ 357.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. Hurricane Ian impacted certain properties primarily located in Florida, South Carolina and North Carolina during the year ended December 31, 2022. The Company’s property and casualty insurance policies provide coverage for wind and flood damage, as well as business interruption costs, during the period of remediation and repairs, subject to deductibles and limits. During the year ended December 31, 2022, the Company recognized $ 8.9 million in gross charges primarily related to minor repair and remediation costs, partially offset by $ 2.8 million of related insurance claims. The $ 6.1 million of net charges are included in hurricane-related charges, net within the consolidated statement of operations for year ended December 31, 2022. The following table summarizes the Company’s dispositions of single-family properties and land for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands, except property data): For the Years Ended December 31, 2023 2022 2021 Single-family properties: Properties sold 1,546 987 481 Net proceeds (1) $ 459,580 $ 288,030 $ 130,825 Net gain on sale $ 217,598 $ 140,537 $ 50,543 Land: Net proceeds $ 9,883 $ 4,479 $ 1,247 Net (loss) gain on sale $ ( 2,017 ) $ 777 $ 136 (1) Net proceeds are net of deductions for working capital prorations. F-27 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Note 4. Rent and Other Receivables Included in rents and other single-family property revenues are variable lease payments for tenant charge-backs, which primarily relate to cost recoveries on utilities, and variable lease payments for fees from single-family properties. Variable lease payments for tenant charge-backs were $ 215.6 million, $ 202.6 million and $ 178.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Variable lease payments for fees from single-family properties were $ 30.8 million, $ 27.0 million and $ 22.6 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company generally rents its single-family properties under non-cancelable lease agreements with a term of one year . The following table summarizes future minimum rental revenues under existing leases on our properties as of December 31, 2023 (amounts in thousands): December 31, 2023 2024 $ 722,303 2025 21,426 2026 27 2027 26 2028 26 Total $ 743,808 As of December 31, 2023 and 2022, rent and other receivables included zero and $ 5.0 million, respectively, of insurance claims receivables related to Hurricane Ian and Winter Storm Elliott. The Company collected $ 4.0 million, $ 2.0 million and $ 4.8 million in proceeds from storm-related insurance claims during the years ended December 31, 2023, 2022 and 2021, respectively. Note 5. Escrow Deposits, Prepaid Expenses and Other Assets The following table summarizes the components of escrow deposits, prepaid expenses and other assets as of December 31, 2023 and 2022 (amounts in thousands): December 31, 2023 December 31, 2022 Consolidated land not owned (see Note 2) $ 147,330 $ 108,114 Escrow deposits, prepaid expenses and other 136,640 105,811 Commercial real estate, software, vehicles and FF&E, net 96,862 85,772 Operating lease right-of-use assets 16,623 19,129 Deferred costs and other intangibles, net 7,630 10,237 Notes receivable, net 1,053 2,383 Total $ 406,138 $ 331,446 Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $ 17.4 million, $ 13.4 million and $ 11.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Deferred Costs and Other Intangibles, Net Deferred costs and other intangibles, net, consisted of the following as of December 31, 2023 and 2022 (amounts in thousands): December 31, 2023 December 31, 2022 Deferred leasing costs $ 2,865 $ 2,375 Deferred financing costs 22,491 22,491 25,356 24,866 Less: accumulated amortization ( 17,726 ) ( 14,629 ) Total $ 7,630 $ 10,237 Amortization expense related to deferred leasing costs was $ 3.0 million, $ 2.7 million and $ 3.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in depreciation and amortization within the consolidated statements of operations. Amortization of deferred financing costs related to our revolving credit facility was $ 2.7 million, $ 2.7 million and $ 2.5 F-28 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in gross interest, prior to interest capitalization (see Note 7. Debt). The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of December 31, 2023 for future periods (amounts in thousands): Deferred Leasing Costs Deferred Financing Costs Total 2024 $ 1,394 $ 2,730 $ 4,124 2025 — 2,722 2,722 2026 — 784 784 Total $ 1,394 $ 6,236 $ 7,630 Note 6. Investments in Unconsolidated Joint Ventures As of December 31, 2023, the Company held 20 % ownership interests in four unconsolidated joint ventures. In evaluating the Company’s 20 % ownership interests in these joint ventures, we concluded that the joint ventures are not VIEs after applying the variable interest model and, therefore, we account for our interests in the joint ventures as investments in unconsolidated subsidiaries after applying the voting interest model using the equity method of accounting. Equity in net income (losses) of unconsolidated joint ventures is included in other income and expense, net within the consolidated statements of operations. During the second quarter of 2014, the Company entered into a joint venture with the Alaska Permanent Fund Corporation (the “Alaska JV”) to invest in homes acquired through traditional acquisition channels. During the third quarter of 2018, the Company entered into a joint venture with another leading institutional investor (the “Institutional Investor JV”) to invest in newly constructed single-family rental homes, which was subsequently amended and upsized to $ 312.5 million during the third quarter of 2019. The initial term of the joint venture with Institutional Investor JV is five years from the effective date of the amended agreement, during which neither member may unilaterally market properties for sale. During the first quarter of 2020, the Company entered into a $ 253.1 million strategic joint venture, which has an evergreen term, with institutional investors advised by J.P. Morgan Asset Management (“J.P. Morgan JV I”) focused on constructing and operating newly built rental homes, which was subsequently upsized to $ 625.0 million during the second quarter of 2020. During the first quarter of 2023, the parties to J.P. Morgan JV I agreed to reinvest proceeds from debt financing obtained in the first quarter of 2022 (see below) to increase the size of the joint venture up to approximately $ 900.0 million. The changes do not impact the accounting treatment of the joint venture. In July 2023, the Company entered into a $ 625.0 million second strategic joint venture, which has an evergreen term, with institutional investors advised by J.P. Morgan Asset Management (“J.P. Morgan JV II”) focused on constructing and operating newly built rental homes. The following table summarizes our investments in unconsolidated joint ventures as of December 31, 2023 and 2022 (amounts in thousands, except percentages and property data): Joint Venture Description % Ownership at December 31, 2023 Completed Homes at December 31, 2023 Balances at December 31, 2023 Balances at December 31, 2022 Alaska JV 20 % 218 $ 14,973 $ 18,890 Institutional Investor JV 20 % 1,015 15,163 16,567 J.P. Morgan JV I 20 % 1,745 75,735 71,890 J.P. Morgan JV II 20 % — 8,327 — 2,978 $ 114,198 $ 107,347 The Company provides various services to these joint ventures, which are considered to be related parties, including property management and development services and has opportunities to earn promoted interests. Management fee and development fee income from unconsolidated joint ventures was $ 10.8 million, $ 13.9 million and $ 10.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in other income and expense, net within the consolidated statements of operations. F-29 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements As a result of the Company’s management of these joint ventures, certain related party receivables and payables arise in the ordinary course of business and are included in escrow deposits, prepaid expenses and other assets or amounts payable to affiliates in the consolidated balance sheets. During the first quarter of 2022, the Company acquired 200 properties in a bulk transaction from the Institutional Investor JV for total consideration of $ 74.6 million, of which (i) $ 66.2 million was paid in cash and included in cash paid for single-family properties in the consolidated statements of cash flows and (ii) $ 8.4 million was recorded as a noncash distribution resulting in a reduction to our equity method investment. The transaction was accounted for as an asset acquisition and resulted in a gain on sale at the Institutional Investor JV. Recognition of our pro rata portion of the gain on sale has been deferred by reducing the carrying value of the acquired properties in our consolidated balance sheets. During the first quarter of 2022, J.P. Morgan JV I entered into a loan agreement to borrow up to a $ 375.0 million aggregate commitment. During the initial three-year term, the loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus a 1.50 % margin and matures on January 28, 2025. The loan agreement provides for one one-year extension option that includes additional fees and interest. As of December 31, 2023, J.P. Morgan JV I’s loan had a $ 324.0 million outstanding principal balance. During the third quarter of 2022, the Institutional Investor JV amended its existing loan agreement to increase borrowing capacity to $ 250.0 million. During the initial two-year term, the loan bears interest at SOFR plus a 2.40 % margin and matures on July 1, 2024. The loan agreement provides for two one-year extension options that include additional fees and interest. As of December 31, 2023, the Institutional Investor JV’s loan had a $ 232.7 million outstanding principal balance. The Company has provided customary non-recourse guarantees for the J.P. Morgan JV I and Institutional Investor JV loans that may become a liability for us upon a voluntary bankruptcy filing by the joint ventures or the occurrence of other actions such as fraud or a material misrepresentation by us or the joint ventures. To date, the guarantees have not been invoked, and we believe that the actions that would trigger a guarantee would generally be disadvantageous to the joint ventures and us and therefore are unlikely to occur. However, there can be no assurances that actions that could trigger the guarantee will not occur. F-30 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Note 7. Debt All of the Company’s indebtedness is debt of the Operating Partnership. AMH is not directly obligated under any indebtedness, but guarantees some of the debt of the Operating Partnership. The following table presents the Company’s debt as of December 31, 2023 and 2022 (amounts in thousands): Outstanding Principal Balance Interest Rate (1) Maturity Date December 31, 2023 December 31, 2022 AMH 2014-SFR2 securitization (2) 4.42 % October 9, 2024 $ 461,498 $ 468,138 AMH 2014-SFR3 securitization 4.40 % December 9, 2024 477,064 482,964 AMH 2015-SFR1 securitization (3) 4.14 % April 9, 2045 502,299 508,672 AMH 2015-SFR2 securitization (4) 4.36 % October 9, 2045 436,297 441,854 Total asset-backed securitizations 1,877,158 1,901,628 2028 unsecured senior notes (5) 4.08 % February 15, 2028 500,000 500,000 2029 unsecured senior notes 4.90 % February 15, 2029 400,000 400,000 2031 unsecured senior notes (6) 2.46 % July 15, 2031 450,000 450,000 2032 unsecured senior notes 3.63 % April 15, 2032 600,000 600,000 2051 unsecured senior notes 3.38 % July 15, 2051 300,000 300,000 2052 unsecured senior notes 4.30 % April 15, 2052 300,000 300,000 Revolving credit facility (7) 6.38 % April 15, 2026 90,000 130,000 Total debt 4,517,158 4,581,628 Unamortized discounts on unsecured senior notes ( 32,981 ) ( 36,099 ) Deferred financing costs, net (8) ( 22,530 ) ( 29,531 ) Total debt per balance sheet $ 4,461,647 $ 4,515,998 (1) Interest rates are rounded and as of December 31, 2023. Unless otherwise stated, interest rates are fixed percentages. (2) The Company has provided notice to the lender of its intent to payoff the AMH 2014-SFR2 securitization during the first quarter of 2024. See Note 15. Subsequent Events for further information. (3) The AMH 2015-SFR1 securitization has an anticipated repayment date of April 9, 2025. If the securitization is not repaid by this date, the duration-adjusted weighted-average interest rate will increase by a minimum of 3.00 % (4) The AMH 2015-SFR2 securitization has an anticipated repayment date of October 9, 2025. If the securitization is not repaid by this date, the duration-adjusted weighted-average interest rate will increase by a minimum of 3.00 % (5) The stated interest rate on the 2028 unsecured senior notes is 4.25 %, which was hedged to yield an interest rate of 4.08 %. (6) The stated interest rate on the 2031 unsecured senior notes is 2.38 %, which was hedged to yield an interest rate of 2.46 %. (7) The revolving credit facility provides for a borrowing capacity of up to $ 1.25 billion and the maturity date includes two six-month extension periods, see Revolving Credit Facility below. The Company had approximately $ 2.7 million and $ 4.0 million committed to outstanding letters of credit that reduced our borrowing capacity as of December 31, 2023 and 2022, respectively. During the second quarter of 2023, the Company amended its revolving credit facility in connection with the transition from the London Inter-Bank Offered Rate (“LIBOR”) to the SOFR. The revolving credit facility bears interest at SOFR, as adjusted for the Company’s SOFR spread, plus 0.90 % as of December 31, 2023. (8) Deferred financing costs relate to our asset-backed securitizations and unsecured senior notes. Amortization of deferred financing costs related to our asset-backed securitizations and unsecured senior notes was $ 7.0 million, $ 6.8 million and $ 6.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in gross interest, prior to interest capitalization. Debt Maturities The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of December 31, 2023 (amounts in thousands): Debt Maturities 2024 $ 948,864 2025 10,302 2026 100,302 2027 10,302 2028 510,302 Thereafter 2,937,086 Total debt $ 4,517,158 F-31 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Encumbered Properties The following table displays the number of properties pledged as collateral for the Company’s asset-backed securitization loans and the aggregate net book values as of December 31, 2023 and 2022 (amounts in thousands, except property data): December 31, 2023 December 31, 2022 Number of Properties Net Book Value Number of Properties Net Book Value AMH 2014-SFR2 securitization 4,517 $ 533,238 4,530 $ 550,581 AMH 2014-SFR3 securitization 4,558 581,021 4,563 598,189 AMH 2015-SFR1 securitization 4,684 579,274 4,691 596,236 AMH 2015-SFR2 securitization 4,162 539,659 4,168 554,608 Total encumbered properties 17,921 $ 2,233,192 17,952 $ 2,299,614 Asset-backed Securitizations The Company completed multiple asset-backed securitizations, all of which have certain general characteristics in common. The asset-backed securitization transactions resulted in newly-formed special purpose entities (the “Borrowers”), which entered into loans with third-party lenders. The Borrowers are each wholly owned by respective special purpose entities (the “Equity Owners”), which are wholly owned by the Operating Partnership. The loans were represented by promissory notes that were immediately transferred by the third-party lenders to subsidiaries of the Company and then to Real Estate Mortgage Investment Conduit (“REMIC”) trusts in exchange for single-family rental pass-through certificates representing the beneficial ownership interests in the respective loans and trusts. Upon receipt of the certificates, the subsidiaries sold the certificates to investors. The principal amount of each class of certificates corresponds to the corresponding principal amount of the loan components with an additional class to hold the residual REMIC interest. The loans require monthly payments of interest together with principal payments representing one-twelfth of one percent of the original principal amount of the loans. The loans are secured by first priority mortgages on pools of single-family residential properties transferred to the Borrowers from the Company’s portfolio of properties. The Borrowers’ homes were substantially similar to the other properties owned by the Company and were leased to tenants underwritten on substantially the same basis as the tenants in the Company’s other properties. During the duration of the loans, the Borrowers’ properties may not generally be transferred, sold or otherwise securitized and the Company can substitute properties if a property owned by the Borrowers becomes a disqualified property under the terms of the loan or voluntarily with properties eligible for substitution, in limited circumstances, subject to the terms, conditions and limitations provided in the loan agreements. The loans are also secured by a security interest in all of the Borrowers’ personal property and a pledge of all of the assets of the Equity Owners, including a security interest in their membership interests in the Borrowers. The Company provides a limited guaranty (i) for certain losses arising out of designated acts of intentional misconduct and (ii) for the principal amount of the loans and all other obligations under the loan agreements in the event of insolvency or bankruptcy proceedings. The Company accounted for the transfers of the notes from its subsidiaries to the trusts as sales under ASC 860, Transfers and Servicing , with no resulting gain or loss as the notes were both originated by the third-party lenders and immediately transferred at the same fair market value. The Company also evaluated and did not identify any variable interests in the trusts. Accordingly, the Company consolidates, at historical cost basis, the homes placed as collateral for the notes, and the principal balances outstanding on the notes are included in asset-backed securitizations, net within the consolidated balance sheets. The loan agreements provide that the Borrowers maintain covenants typical for securitization transactions including maintaining certain reserve accounts and a debt service coverage ratio of at least 1.20 to 1.00. The loan agreements define the debt service coverage ratio as of any determination date as a ratio in which the numerator is the net cash flow divided by the aggregate debt service for the 12-month period following the date of determination. AMH 2014-SFR2 Securitization The AMH 2014-SFR2 securitization completed during the third quarter of 2014 is a fixed-rate loan for $ 513.3 million with a 10 -year term maturing on October 9, 2024 and has a duration-adjusted weighted-average interest rate of 4.42 %. The loan was originally secured by first priority mortgages on a portfolio of 4,487 single-family residential properties. In addition to the single-family rental pass-through certificates sold to third parties, the Company acquired all of the Class F certificates, which bear no interest, for $ 25.7 F-32 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements million. The Company evaluated the purchased Class F certificates as a variable interest in the trust and concluded that the Class F certificates will not absorb a majority of the trust’s expected losses or receive a majority of the trust’s expected residual returns. The Company also 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 $ 25.7 million of purchased Class F certificates are reflected as asset-backed securitization certificates in the Company’s consolidated balance sheets and as amounts due from affiliates in the Operating Partnership’s consolidated balance sheets. Gross proceeds to the Company from the transaction, after purchase of the Class F certificates, were $ 487.7 million, before issuance costs of $ 12.9 million, and were used to pay down the outstanding balance on the credit facility and for general corporate purposes. AMH 2014-SFR3 Securitization The AMH 2014-SFR3 securitization completed during the fourth quarter of 2014 is a fixed-rate loan for $ 528.4 million with a 10 -year term maturing on December 9, 2024 and has a duration-adjusted weighted-average interest rate of 4.40 %. The loan was originally secured by first priority mortgages on a portfolio of 4,503 single-family residential properties owned by the Borrower. Gross proceeds from the transaction were $ 528.4 million, before issuance costs of $ 12.9 million, and were used to pay down the outstanding balance on the credit facility and for general corporate purposes. AMH 2015-SFR1 Securitization The AMH 2015-SFR1 securitization completed during the first quarter of 2015 is a fixed-rate loan for $ 552.8 million with a 30 -year term maturing on April 9, 2045 and has a duration-adjusted weighted-average interest rate of 4.14 %. The loan was originally secured by first priority mortgages on a pool of 4,661 single-family residential properties owned by the Borrower and has an anticipated repayment date of April 9, 2025. Gross proceeds from the transaction were $ 552.8 million, before issuance costs of $ 13.3 million, and were used to pay down the outstanding balance on the credit facility and for general corporate purposes. AMH 2015-SFR2 Securitization The AMH 2015-SFR2 securitization completed during the third quarter of 2015 is a fixed-rate loan for $ 477.7 million with a 30 -year term maturing on October 9, 2045 and has a duration-adjusted weighted-average interest rate of 4.36 %. The loan was originally secured by first priority mortgages on a portfolio of 4,125 single-family residential properties owned by the Borrower and has an anticipated repayment date of October 9, 2025. Gross proceeds from the transaction were $ 477.7 million, before issuance costs of $ 11.3 million, and were used to pay down the outstanding balance on the credit facility and for general corporate purposes. Unsecured Senior Notes During the second quarter of 2022, the Operating Partnership issued $ 600.0 million of 3.625 % unsecured senior notes with a maturity date of April 15, 2032 (the “2032 Notes”) and $ 300.0 million of 4.300 % unsecured senior notes with a maturity date of April 15, 2052 (the “2052 Notes” and, together with the 2032 Notes, the “2032 and 2052 Notes”). Interest on the 2032 and 2052 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, which commenced on October 15, 2022. The Operating Partnership received aggregate net proceeds of $ 870.3 million from these issuances, after underwriting fees of approximately $ 6.5 million and a $ 23.2 million discount, and before offering costs of approximately $ 1.7 million. The Operating Partnership used net proceeds from this offering to repay amounts outstanding on its revolving credit facility, for the redemption of its Series F perpetual preferred shares and for general corporate purposes. The Operating Partnership may redeem the 2032 and 2052 Notes in whole at any time or in part from time to time at the applicable redemption price specified in the indentures with respect to the 2032 and 2052 Notes. If the 2032 Notes are redeemed on or after January 15, 2032 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. If the 2052 Notes are redeemed on or after October 15, 2051 (six months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. During the third quarter of 2021, the Operating Partnership issued $ 450.0 million of 2.375 % unsecured senior notes with a maturity date of July 15, 2031 (the “2031 Notes”) and $ 300.0 million of 3.375 % unsecured senior notes with a maturity date of July 15, 2051 (the “2051 Notes” and, together with the 2031 Notes, the “2031 and 2051 Notes”). Interest on the 2031 and 2051 Notes is payable semi-annually in arrears on January 15 and July 15 of each year, which commenced on January 15, 2022. The Operating Partnership received aggregate net proceeds of $ 731.6 million from these issuances, after underwriting fees of approximately $ 5.6 million and a F-33 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements $ 12.8 million discount, and before offering costs of $ 1.4 million. The Operating Partnership used the net proceeds from this offering to repay amounts outstanding on its revolving credit facility and for general corporate purposes, including, without limitation, property acquisitions and developments, the expansion, redevelopment and/or improvement of existing properties in the Operating Partnership’s portfolio, other capital expenditures, the redemption of its preferred shares, the repayment of outstanding indebtedness, working capital and other general purposes. The Operating Partnership may redeem the 2031 and 2051 Notes in whole at any time or in part from time to time at the applicable redemption price specified in the indentures with respect to the 2031 and 2051 Notes. If the 2031 Notes are redeemed on or after April 15, 2031 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. If the 2051 Notes are redeemed on or after January 15, 2051 (six months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. Including the effect of a cash flow hedging instrument settled during the second quarter of 2021 (see Note 12. Fair Value), the 2031 Notes yield an effective interest rate of 2.46 %. During the first quarter of 2019, the Operating Partnership issued $ 400.0 million of 4.90 % unsecured senior notes with a maturity date of February 15, 2029 (the “2029 Notes”). Interest on the 2029 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, which commenced on August 15, 2019. The Operating Partnership received net proceeds of $ 395.3 million from this issuance, after underwriting fees of approximately $ 2.6 million and a $ 2.1 million discount, and before offering costs of $ 1.0 million. The Operating Partnership used the net proceeds from this issuance to repay amounts outstanding on our revolving credit facility and for general corporate purposes. The Operating Partnership may redeem the 2029 Notes at any time, in whole or in part, at the applicable redemption price specified in the indenture with respect to the 2029 Notes. If the 2029 Notes are redeemed on or after November 15, 2028 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2029 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. During the first quarter of 2018, the Operating Partnership issued $ 500.0 million of 4.25 % unsecured senior notes with a maturity date of February 15, 2028 (the “2028 Notes”). Interest on the 2028 Notes is payable semi-annually in arrears on February 15 and August 15 of each year, which commenced on August 15, 2018. The Operating Partnership received net proceeds of $ 494.0 million from this issuance, after underwriting fees of approximately $ 3.2 million and a $ 2.8 million discount, and before offering costs of $ 1.9 million. The net proceeds from this issuance were used for general corporate purposes, including, without limitation, acquisitions of additional properties, the repayment of outstanding indebtedness, capital expenditures, the expansion, redevelopment and/or improvement of our properties, working capital and other general purposes, including repurchases of securities. The Operating Partnership may redeem the 2028 Notes at any time, in whole or in part, at the applicable redemption price specified in the indenture with respect to the 2028 Notes. If the 2028 Notes are redeemed on or after November 15, 2027 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. Including the effect of a cash flow hedging instrument settled during the first quarter of 2018, the 2028 Notes yield an effective interest rate of 4.08 %. The 2028 Notes, 2029 Notes, 2031 Notes, 2032 Notes, 2051 Notes and 2052 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness. The indentures require that we maintain certain financial covenants. Revolving Credit Facility During the second quarter of 2021, the Company closed a $ 1.25 billion revolving credit facility, amending and restating its previous $ 800 million revolving credit agreement. The amended and restated revolving credit agreement (the “Revolving Credit Facility”) provides for expanded borrowing capacity, reflects a more favorable pricing grid based on current market conditions, and includes a sustainability component based upon third-party performance measures through which overall pricing can further improve if the Company meets certain targets. The interest rate on the Revolving Credit Facility was either the LIBOR plus a margin ranging from 0.725 % to 1.45 % or a base rate (determined according to the greater of a prime rate, federal funds rate plus 0.5 % or the daily LIBOR plus 1.0 %) plus a margin ranging from 0.00 % to 0.45 %. During the second quarter of 2023, the Company amended its Revolving Credit Facility in connection with the transition from the LIBOR to the SOFR. The interest rate under the amended Revolving Credit Facility is either the SOFR plus a 0.1 % spread adjustment and a margin ranging from 0.725 % to 1.45 % or a base rate (determined according to the greater of a prime rate, federal funds rate plus 0.5 % or the daily SOFR plus 1.1 %) plus a margin ranging from 0.00 % to 0.45 %. In each case the actual margin was determined based on the Company’s credit ratings in effect from time to time. The amended Revolving Credit Facility matures on April 15, 2025, with two six-month extension options at the Company’s election if F-34 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements certain conditions are met. In addition, the Company is required to pay a facility fee of an amount ranging from 0.125 % to 0.30 % of the aggregate amount of the revolving commitments, which fee is also based on the Company’s credit rating. Interest Expense The following table summarizes our (i) gross interest cost, which includes fees on our credit facilities and amortization of deferred financing costs and the discounts on unsecured senior notes, and (ii) capitalized interest for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Gross interest cost $ 195,430 $ 186,956 $ 148,689 Capitalized interest ( 55,232 ) ( 52,085 ) ( 33,796 ) Interest expense $ 140,198 $ 134,871 $ 114,893 Note 8. Accounts Payable and Accrued Expenses The following table summarizes accounts payable and accrued expenses as of December 31, 2023 and 2022 (amounts in thousands): December 31, 2023 December 31, 2022 Resident security deposits $ 119,577 $ 119,386 Liability for consolidated land not owned (see Note 2) 108,688 69,434 Accrued construction and maintenance liabilities 94,004 86,775 Accrued property taxes 59,015 51,586 Accrued interest 40,017 40,126 Accounts payable 36,056 5,719 Prepaid rent 30,320 26,922 Operating lease liabilities 18,288 20,755 Other accrued liabilities 67,695 63,700 Total $ 573,660 $ 484,403 Note 9. Shareholders’ Equity / Partners’ Capital When the Company issues common or preferred shares, the Operating Partnership issues an equivalent number of units of partnership interest of a corresponding class to AMH, with the Operating Partnership receiving the net proceeds from the share issuances. Class A Common Shares / Units Class A units represent voting equity interests in the Operating Partnership. Holders of Class A units in the Operating Partnership have the right to redeem the units for cash or, at the election of the Company, exchange the units for AMH’s Class A common shares on a one -for-one basis. AMH owned 87.7 % and 87.3 % of the total 416,308,486 and 404,893,881 Class A units outstanding as of December 31, 2023 and 2022, respectively. During the first quarter of 2022, the Company completed an underwritten public offering for 23,000,000 of its Class A common shares of beneficial interest, $ 0.01 par value per share, of which 10,000,000 shares were issued directly by the Company and 13,000,000 shares were offered on a forward basis at the request of the Company by the forward sellers. In connection with this offering, the Company entered into forward sale agreements with the forward purchasers (the “2022 Forward Sale Agreements”) for these 13,000,000 shares which were accounted for in equity. The Company received net proceeds of $ 375.8 million from the 10,000,000 Class A common shares issued directly by the Company after deducting underwriting fees and before offering costs of approximately $ 0.2 million. The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis. D uring the third quarter of 2022, the Company issued and physically settled 5,000,000 Class A common shares under the 2022 Forward Sale Agreements, receiving net proceeds of $ 185.6 million. During the first quarter of 2023, the Company issued and physically settled the remaining 8,000,000 Class A common shares under the 2022 Forward Sale Agreements, receiving net proceeds F-35 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements of $ 298.4 million. The Company used these net proceeds to repay indebtedness under its revolving credit facility and for general corporate purposes. During the second quarter of 2021, the Company completed an underwritten public offering for 18,745,000 of its Class A common shares of beneficial interest, $ 0.01 par value per share, of which 5,500,000 shares were issued directly by the Company and 13,245,000 shares were offered on a forward basis at the request of the Company by the forward sellers. In connection with this offering, the Company entered into forward sale agreements with the forward purchasers (the “2021 Forward Sale Agreements”) for these 13,245,000 shares which are accounted for in equity. The Company received net proceeds of $ 194.0 million from the 5,500,000 Class A common shares issued directly by the Company after deducting underwriting fees and before offering costs of approximately $ 0.2 million. The Company used the net proceeds to repay indebtedness under its revolving credit facility, to partially fund the redemption of its Series D and Series E perpetual preferred shares discussed below and for general corporate purposes. The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis. During the third and fourth quarters of 2021, the Company issued and physically settled all 13,245,000 Class A common shares under the 2021 Forward Sale Agreements, receiving net proceeds of $ 463.5 million. The Company used these net proceeds for general corporate purposes including property acquisitions and developments. At-the-Market Common Share Offering Program During the second quarter of 2023, the Company entered into a new at-the-market common share offering program, replacing the previously expiring program, under which it can issue Class A common shares from time to time through various sales agents up to an aggregate gross sales offering price of $ 1.0 billion (the “2023 At-the-Market Program”). The 2023 At-the-Market Program also provides that we may enter into forward contracts for our Class A common shares with forward sellers and forward purchasers. The Company intends to use any net proceeds from the 2023 At-the-Market Program (i) to repay indebtedness the Company has incurred or expects to incur under its revolving credit facility or other debt obligations under its securitizations, (ii) to develop new single-family properties and communities, (iii) to acquire and renovate single-family properties and for related activities in accordance with the Company’s business strategy and (iv) for working capital and general corporate purposes, including repurchases of the Company’s securities, acquisitions of additional properties, capital expenditures and the expansion, redevelopment and/or improvement of properties in the Company’s portfolio. The 2023 At-the-Market Program may be suspended or terminated by the Company at any time. During the years ended December 31, 2022 and 2021, the Company issued zero and 1,749,286 Class A common shares, respectively, under its previous program, raising zero and $ 72.3 million, respectively, in gross proceeds before commissions and other expenses of approximately zero and $ 1.1 million, respectively. During the fourth quarter of 2023, the Company issued 2,799,683 Class A common shares under its 2023 At-the-Market Program, raising $ 102.0 million in gross proceeds before commissions and other expenses of approximately $ 1.7 million. As of December 31, 2023, 2,799,683 shares have been issued under the 2023 At-the-Market Program and $ 898.0 million remained available for future issuances. See Note 15. Subsequent Events for further information on share issuances under the 2023 At-the-Market Program in January 2024. Share Repurchase Program The Company’s board of trustees authorized the establishment of our share repurchase program for the repurchase of up to $ 300.0 million of our outstanding Class A common shares and up to $ 250.0 million of our outstanding preferred shares from time to time in the open market or in privately negotiated transactions. The program does not have an expiration date, but may be suspended or discontinued at any time without notice. All repurchased shares are constructively retired and returned to an authorized and unissued status. The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units. During the years ended December 31, 2023, 2022 and 2021, we did not repurchase and retire any of our Class A common shares or preferred shares. As of December 31, 2023, we had a remaining repurchase authorization of up to $ 265.1 million of our outstanding Class A common shares and up to $ 250.0 million of our outstanding preferred shares under the program. Class B Common Shares Former American Homes 4 Rent, LLC (“AH LLC”) members received 635,075 Class B common shares in connection with their contributions of properties and funds to the Company. The Operating Partnership issued an equivalent number of corresponding Class A units to AMH in exchange for the proceeds and properties contributed in the transaction. Each Class B common share generally entitles the holder to 50 votes on all matters that the holders of Class A common shares are entitled to vote. The issuance of Class B common shares to former AH LLC members allows former AH LLC members a voting right associated with their investment in the Company no greater than if they had solely received Class A common shares. Additionally, when the voting interest from Class A F-36 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements common shares and Class B common shares are added together, a shareholder is limited to a 30 % total voting interest. Each Class B common share has the same economic interest as a Class A common share. Perpetual Preferred Shares / Units As of December 31, 2023 and 2022, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data): December 31, 2023 December 31, 2022 Series Issuance Date Earliest Redemption Date Dividend Rate Outstanding Shares Current Liquidation Value Outstanding Shares Current Liquidation Value Series G perpetual preferred shares July 17, 2017 July 17, 2022 5.875 % 4,600,000 $ 115,000 4,600,000 $ 115,000 Series H perpetual preferred shares September 19, 2018 September 19, 2023 6.250 % 4,600,000 115,000 4,600,000 115,000 Total preferred shares 9,200,000 $ 230,000 9,200,000 $ 230,000 Perpetual preferred shares represent non-voting preferred equity interests in the Company and entitle holders to a cumulative annual cash dividend, based on the respective dividend rate in the table above, which is applied to the liquidation preference at issuance of $ 25.00 per share. The Operating Partnership issues an equivalent number of corresponding perpetual preferred units for the given class to AMH in exchange for the net proceeds from the share issuances. The Company may, at its option, redeem the perpetual preferred shares for cash, in whole or in part, from time to time, at any time on or after the earliest redemption date shown in the table above or within 120 days after the occurrence of a change in control at a redemption price equal to the $ 25.00 per share liquidation preference, plus any accumulated and unpaid dividends. During the second quarter of 2022, the Company redeemed all 6,200,000 shares of the outstanding 5.875 % Series F perpetual preferred shares, $ 0.01 par value per share, for cash at the liquidation preference of $ 25.00 per share plus any accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series F perpetual preferred units. As a result of the redemption, the Company recorded a $ 5.3 million allocation of income to the Series F perpetual preferred shareholders within the consolidated statements of operations during the year ended December 31, 2022, which represents the initial liquidation value of the Series F perpetual preferred shares in excess of its carrying value as of the redemption date. During the second quarter of 2021, the Company redeemed all 10,750,000 shares of the outstanding 6.500 % Series D perpetual preferred shares, $ 0.01 par value per share, for cash at a liquidation preference of $ 25.00 per share plus any accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series D perpetual preferred units. As a result of the redemption, the Company recorded an $ 8.5 million allocation of income to the Series D perpetual preferred shareholders within the consolidated statements of operations during the year ended December 31, 2021, which represents the initial liquidation value of the Series D perpetual preferred shares in excess of its carrying value as of the redemption date. During the second quarter of 2021, the Company redeemed all 9,200,000 shares of the outstanding 6.350 % Series E perpetual preferred shares, $ 0.01 par value per share, for cash at a liquidation preference of $ 25.00 per share plus accrued and unpaid dividends in accordance with the terms of such shares. The Operating Partnership also redeemed its corresponding Series E perpetual preferred units. As a result of the redemption, the Company recorded a $ 7.4 million allocation of income to the Series E perpetual preferred shareholders within the consolidated statements of operations during the year ended December 31, 2021, which represents the initial liquidation value of the Series E perpetual preferred shares in excess of its carrying value as of the redemption date. Distributions As a REIT, we generally are required to distribute annually to our shareholders at least 90 % of our REIT taxable income (determined without regard to the deduction for dividends paid and any net capital gains) and to pay tax at regular corporate rates to the extent that we annually distribute less than 100 % of our REIT taxable income (determined without regard to the deduction for dividends paid and including any net capital gains). The Operating Partnership funds the payment of distributions. We historically used our NOL for U.S. federal income tax purposes to reduce our REIT taxable income and have substantially utilized our NOL as of December 31, 2023. F-37 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements No distributions can be paid on our Class A and Class B common shares unless we have first paid all cumulative distributions on our Series G and Series H perpetual preferred shares. The distribution preference of our Series G and Series H perpetual preferred shares could limit our ability to make distributions to the holders of our Class A and Class B common shares. The Company’s board of trustees declared the following distributions during the years ended December 31, 2023, 2022 and 2021. The Operating Partnership funds the payment of distributions, and the board of trustees declared an equivalent amount of distributions on the corresponding OP units. For the Years Ended December 31, 2023 2022 2021 Class A and Class B common shares $ 0.88 $ 0.72 $ 0.40 6.500 % Series D perpetual preferred shares (1) — — 0.70 6.350 % Series E perpetual preferred shares (2) — — 0.79 5.875 % Series F perpetual preferred shares (3) — 0.51 1.47 5.875 % Series G perpetual preferred shares 1.47 1.47 1.47 6.250 % Series H perpetual preferred shares 1.56 1.56 1.56 (1) The 6.500 % Series D perpetual preferred shares were redeemed on June 7, 2021 and the distributions for the year ended December 31, 2021 include the accrued and unpaid dividends paid to shareholders as part of the redemption. (2) The 6.350 % Series E perpetual preferred shares were redeemed on June 30, 2021. (3) The 5.875 % Series F perpetual preferred shares were redeemed on May 5, 2022 and the distributions for the year ended December 31, 2022 include the accrued and unpaid dividends paid to shareholders as part of the redemption. Noncontrolling Interest Noncontrolling interest as reflected in the Company’s consolidated balance sheets primarily consists of the interests held by former AH LLC members in units in the Operating Partnership. Former AH LLC members owned 50,779,990 , or approximately 12.2 % and 12.5 %, of the total 416,308,486 and 404,893,881 Class A units in the Operating Partnership as of December 31, 2023 and 2022, respectively. Noncontrolling interest also includes interests held by non-affiliates in Class A units in the Operating Partnership. Non-affiliate Class A unitholders owned 596,990 , or approximately 0.1 % and 0.2 % of the total 416,308,486 and 404,893,881 Class A units in the Operating Partnership as of December 31, 2023 and 2022, respectively. The OP units owned by former AH LLC members and non-affiliates are reflected as noncontrolling interest in the Company’s consolidated balance sheets and limited partner capital in the Operating Partnership’s consolidated balance sheets. Note 10. Share-Based Compensation 2021 Equity Incentive Plan During the second quarter of 2021, the Company’s shareholders approved and the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan replaced the 2012 Equity Incentive Plan (the “2012 Plan”) and provides for the issuance of up to 9,544,095 Class A common shares (including shares that remained available for future awards under the 2012 Plan as of the effective date of the 2021 Plan and shares related to outstanding awards under the 2012 Plan that may become available after expiration, forfeiture or cancellation of such awards). The 2021 Plan provides for the issuance of Class A common shares through the grant of a variety of awards including stock options, stock appreciation rights, RSUs, unrestricted shares, dividend equivalent rights and performance-based awards. The 2021 Plan terminates in May 2031, unless terminated earlier by the Company’s board of trustees. When the Company issues Class A common shares under the 2012 Plan and 2021 Plan, the Operating Partnership issues an equivalent number of Class A units to AMH. During the years ended December 31, 2023, 2022 and 2021, employees were granted RSUs that vest over a one - to three-year service period and non-management trustees were granted RSUs that vest over a one-year service period. Options expire 10 years from the date of grant. During the years ended December 31, 2023, 2022 and 2021, certain senior employees were granted PSUs that cliff vest at the end of a three-year service period based on satisfaction of performance conditions. The performance conditions of the PSUs are measured over the three-year performance period January 1, 2023 through December 31, 2025 for PSUs granted during the year ended December 31, 2023, January 1, 2022 through December 31, 2024 for PSUs granted during the year ended December 31, 2022 and January 1, 2021 through December 31, 2023 for PSUs granted during the year ended December 31, 2021. A portion of the PSUs are based on (i) the F-38 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements achievement of relative total shareholder return compared to a specified peer group (the “TSR Awards”), and a portion are based on (ii) average annual growth in core funds from operations per share (the “Core FFO Awards”). The number of PSUs that may ultimately vest range from zero to 200 % of the number of PSUs granted based on the level of achievement of these performance conditions. For the TSR Awards, grant date fair value was determined using a multifactor Monte Carlo model and the resulting compensation cost is amortized over the service period regardless of whether the performance condition is achieved. For the Core FFO Awards, fair value is based on the market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition at each reporting period. The 2012 Plan and 2021 Plan allow for continued release of awards based on the original vesting schedule, rather than forfeiture, of unvested share-based grants upon termination of service for employees who meet certain retirement eligibility criteria, including age and years of service. Retirement eligible employees must also provide a notice of intent to retire at least six months prior to retirement date and the HCC Committee must approve the continued release of awards. The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the years ended December 31, 2023, 2022 and 2021: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (1) (amounts in thousands) Options outstanding at December 31, 2020 1,090,300 $ 17.68 4.5 $ 13,436 Granted — — Exercised ( 266,000 ) 17.01 5,625 Forfeited — — Options outstanding at December 31, 2021 824,300 $ 17.89 3.7 $ 21,200 Granted — — Exercised ( 93,750 ) 17.26 1,782 Forfeited — — Options outstanding at December 31, 2022 730,550 $ 17.97 3.0 $ 8,889 Granted — — Exercised ( 207,875 ) 16.76 3,852 Forfeited — — Options outstanding at December 31, 2023 522,675 $ 18.45 2.5 $ 9,150 Options exercisable at December 31, 2023 522,675 $ 18.45 2.5 $ 9,150 (1) Intrinsic value for activities other than exercises is defined as the difference between the grant price and the market value on the last trading day of the period for those stock options where the market value is greater than the grant price. For exercises, intrinsic value is defined as the difference between the grant price and the market value on the date of exercise. F-39 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the years ended December 31, 2023, 2022 and 2021: Restricted Share Units Weighted- Average Grant Date Fair Value RSUs outstanding at December 31, 2020 651,537 $ 24.53 Awarded 651,898 32.69 Vested ( 209,824 ) 23.15 Forfeited ( 43,012 ) 28.41 RSUs outstanding at December 31, 2021 1,050,599 $ 29.71 Awarded 466,802 39.52 Vested ( 439,643 ) 29.41 Forfeited ( 53,036 ) 35.85 RSUs outstanding at December 31, 2022 1,024,722 $ 33.99 Awarded 509,730 33.24 Vested ( 418,351 ) 31.40 Forfeited ( 25,579 ) 33.45 RSUs outstanding at December 31, 2023 1,090,522 $ 34.64 The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the years ended December 31, 2023, 2022 and 2021: Performance-Based Restricted Share Units Weighted-Average Grant Date Fair Value PSUs outstanding at December 31, 2020 — $ — Awarded 92,319 34.83 Vested — — Forfeited — — PSUs outstanding at December 31, 2021 92,319 $ 34.83 Awarded 202,104 43.91 Vested — — Forfeited — — PSUs outstanding at December 31, 2022 294,423 $ 41.07 Awarded 227,033 40.19 Vested — — Forfeited ( 1,237 ) 43.91 PSUs outstanding at December 31, 2023 520,219 $ 40.68 For the TSR Awards, the following assumptions were used in the calculation of fair value using the Monte Carlo simulation model: 2023 2022 2021 Expected term (years) 3.0 3.0 3.0 Dividend yield 2.09 % 1.03 % 0.67 % Estimated volatility (1) 27.45 % 27.62 % 28.48 % Risk-free interest rate 4.16 % 1.39 % 0.20 % (1) Estimated volatility for the performance period is based on 50 % historical volatility and 50 % implied volatility. 2021 Employee Stock Purchase Plan During the second quarter of 2021, the Company’s shareholders approved and the Company adopted the 2021 ESPP, which provides for the issuance of up to 3,000,000 Class A common shares and allows employees to acquire the Company’s Class A common shares through payroll deductions, subject to maximum purchase limitations, during six-month purchase periods. The purchase price for Class A common shares may be set at a maximum discount equal to 85 % of the lower of the closing price of the Company’s Class A common shares on the first day or the last day of the applicable purchase period. The 2021 ESPP terminates in June 2031 or the date F-40 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements on which there are no longer any Class A common shares available for issuance. When the Company issues Class A common shares under the 2021 ESPP, the Operating Partnership issues an equivalent number of Class A units to AMH. Share-Based Compensation Expense The Company’s noncash share-based compensation expense relating to corporate administrative employees is included in general and administrative expense and the noncash share-based compensation expense relating to centralized and field property management employees is included in property management expenses. Noncash share-based compensation expense relating to employees involved in the purchases of single-family properties, including newly constructed properties from third-party builders, the development of single-family properties, or the disposal of certain properties or portfolios of properties is included in acquisition and other transaction costs. The following table summarizes the activity related to the Company’s noncash share-based compensation expense for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands): For the Years Ended December 31, 2023 2022 2021 General and administrative expense $ 16,379 $ 15,318 $ 9,361 Property management expenses 4,030 3,861 3,004 Acquisition and other transaction costs 4,961 8,129 5,427 Total noncash share-based compensation expense $ 25,370 $ 27,308 $ 17,792 As of December 31, 2023, the unrecognized compensation expense for unvested RSUs and PSUs was $ 14.3 million and $ 6.4 million, respectively. The unrecognized compensation expense for unvested RSUs and PSUs is expected to be recognized over a weighted-average period of 1.2 years and 1.4 years, respectively. F-41 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Note 11. Earnings per Share / Unit American Homes 4 Rent The following table reflects the Company’s computation of net income per common share on a basic and diluted basis for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands, except share and per share data): For the Years Ended December 31, 2023 2022 2021 Numerator: Net income $ 432,142 $ 310,025 $ 210,559 Less: Noncontrolling interest 51,974 36,887 21,467 Dividends on preferred shares 13,944 17,081 37,923 Redemption of perpetual preferred shares — 5,276 15,879 Allocation to participating securities (1) 1,083 767 418 Numerator for income per common share–basic and diluted $ 365,141 $ 250,014 $ 134,872 Denominator: Weighted-average common shares outstanding–basic 362,024,968 349,290,848 324,245,168 Effect of dilutive securities: Share-based compensation plan and forward sale equity contracts (2) 452,248 496,244 1,273,123 Weighted-average common shares outstanding–diluted (3) 362,477,216 349,787,092 325,518,291 Net income per common share: Basic $ 1.01 $ 0.72 $ 0.42 Diluted $ 1.01 $ 0.71 $ 0.41 (1) Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per share using the two-class method. (2) Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and vesting of PSUs under the treasury stock method for the years ended December 31, 2023, 2022 and 2021 and the dilutive effect of forward sale equity contracts under the treasury stock method for the years ended December 31, 2022 and 2021 (see Note 9. Shareholders’ Equity / Partners’ Capital). (3) The effect of the potential conversion of OP units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common shares on a one -for-one basis. The income allocable to the OP units is allocated on this same basis and reflected as noncontrolling interest in the accompanying consolidated financial statements. As such, the assumed conversion of the OP units would have no net impact on the determination of diluted earnings per share. F-42 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements American Homes 4 Rent, L.P. The following table reflects the Operating Partnership’s computation of net income per common unit on a basic and diluted basis for the years ended December 31, 2023, 2022 and 2021 (amounts in thousands, except unit and per unit data): For the Years Ended December 31, 2023 2022 2021 Numerator: Net income $ 432,142 $ 310,025 $ 210,559 Less: Preferred distributions 13,944 17,081 37,923 Redemption of perpetual preferred units — 5,276 15,879 Allocation to participating securities (1) 1,083 767 418 Numerator for income per common unit–basic and diluted $ 417,115 $ 286,901 $ 156,339 Denominator: Weighted-average common units outstanding–basic 413,401,948 400,667,828 375,693,107 Effect of dilutive securities: Share-based compensation plan and forward sale equity contracts (2) 452,248 496,244 1,273,123 Weighted-average common units outstanding–diluted 413,854,196 401,164,072 376,966,230 Net income per common unit: Basic $ 1.01 $ 0.72 $ 0.42 Diluted $ 1.01 $ 0.71 $ 0.41 (1) Unvested RSUs that have nonforfeitable rights to participate in dividends declared on common stock are accounted for as participating securities and reflected in the calculation of basic and diluted earnings per unit using the two-class method. (2) Reflects the effect of potentially dilutive securities issuable upon the assumed exercise of stock options and vesting of PSUs under the treasury stock method for the years ended December 31, 2023, 2022 and 2021 and the dilutive effect of forward sale equity contracts under the treasury stock method for the years ended December 31, 2022 and 2021 (see Note 9. Shareholders’ Equity / Partners’ Capital). Note 12. Fair Value The carrying amount of rents and other receivables, restricted cash, escrow deposits, prepaid expenses and other assets, and accounts payable and accrued expenses generally approximate fair value because of the short maturity of these amounts. Our notes receivable are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the notes receivable by modeling the expected contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As the estimated current market rates were not substantially different from the discount rates originally applied, the carrying amount of notes receivable, net approximates fair value. Our asset-backed securitizations and revolving credit facility are financial instruments classified as Level 3 in the fair value hierarchy as their fair values were estimated using unobservable inputs. We estimated the fair values of the asset-backed securitizations by modeling the contractual cash flows required under the instruments and discounting them back to their present values using estimates of current market rates. As our revolving credit facility bears interest at a floating rate based on an index plus a spread (see Note 7. Debt), management believes that the carrying value (excluding deferred financing costs) of the revolving credit facility reasonably approximates fair value. Our unsecured senior notes are financial instruments classified as Level 2 in the fair value hierarchy as their fair values were estimated using observable inputs based on the market value of the last trade at the end of the period. F-43 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements The following table displays the carrying values and fair values of our debt instruments as of December 31, 2023 and 2022 (amounts in thousands): December 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value AMH 2014-SFR2 securitization $ 460,507 $ 463,237 $ 465,864 $ 469,192 AMH 2014-SFR3 securitization 475,854 478,833 480,467 484,350 AMH 2015-SFR1 securitization 500,713 503,668 505,738 509,714 AMH 2015-SFR2 securitization 434,347 437,508 438,773 442,286 Total asset-backed securitizations 1,871,421 1,883,246 1,890,842 1,905,542 2028 unsecured senior notes, net 496,745 486,875 495,956 463,920 2029 unsecured senior notes, net 397,107 396,956 396,543 377,680 2031 unsecured senior notes, net 442,172 371,817 441,133 347,243 2032 unsecured senior notes, net 583,521 539,304 581,533 504,294 2051 unsecured senior notes, net 291,498 207,264 291,189 189,750 2052 unsecured senior notes, net 289,183 244,275 288,802 221,922 Total unsecured senior notes, net 2,500,226 2,246,491 2,495,156 2,104,809 Revolving credit facility 90,000 90,000 130,000 130,000 Total debt $ 4,461,647 $ 4,219,737 $ 4,515,998 $ 4,140,351 During the first quarter of 2021, in anticipation of a debt issuance and in order to hedge interest rate risk, the Company entered into a treasury lock agreement with a notional amount of $ 400.0 million based on the 10-year treasury note rate at the time. The treasury lock was designated as a cash flow hedging instrument. The Company settled the treasury lock during the second quarter of 2021 in connection with the pricing of the 2031 Notes (see Note 7. Debt), which resulted in a $ 4.0 million loss recorded in other comprehensive loss at the time that will be reclassified into earnings as an increase to interest expense over the 10-year term of the 2031 Notes. The treasury lock was the only financial instrument recorded at fair value on a recurring basis in the consolidated financial statements and was classified as Level 2 within the fair value hierarchy as its fair value was estimated using observable inputs based on the 10-year treasury note rate. Note 13. Related Party Transactions As of December 31, 2023 and 2022, affiliates owned approximately 12.5 % and 12.9 %, respectively, of the Company’s outstanding Class A common shares. On a fully-diluted basis, affiliates held (including consideration of 635,075 Class B common shares and 50,622,165 Class A units as of December 31, 2023 and 2022) an approximate 23.3 % and 23.9 % interest as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Operating Partnership had a receivable from affiliates of $ 25.7 million related to the asset-backed securitization certificates held by AMH, which is included in amounts due from affiliates on the Operating Partnership’s consolidated balance sheets. See Note 6. Investments in Unconsolidated Joint Ventures for a description of related party transactions between the Company and its unconsolidated joint ventures. F-44 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Note 14. Commitments and Contingencies Operating Leases The Company leases office space from third parties for our corporate and property management operations under non-cancelable operating lease agreements. Our operating leases have remaining lease terms of one to eight years before any unexercised options to extend. For the years ended December 31, 2023, 2022 and 2021, operating lease costs were as follows (amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Lease costs $ 4,014 $ 3,897 $ 3,957 Other information related to our operating lease terms and discount rates were as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term 5.9 years 6.6 years Weighted-average discount rate 2.9 % 2.6 % Future lease obligations for our operating leases as of December 31, 2023 were as follows (amounts in thousands): Operating Lease Obligations 2024 $ 4,080 2025 3,764 2026 2,916 2027 2,470 2028 2,010 Thereafter 4,728 Total lease payments 19,968 Less: imputed interest ( 1,680 ) Operating lease liabilities $ 18,288 Other Commitments As of December 31, 2023, the Company had commitments to acquire 29 single-family properties through our National Builder Program for an aggregate purchase price of $ 6.6 million, as well as $ 75.6 million in purchase commitments for land relating to our AMH Development Program, which includes certain land deals expected to close beyond twelve months when development is ready to commence. Purchase commitments exclude option contracts where we have acquired the right to purchase land for our AMH Development Program or single-family properties because the contracts do not contain provisions requiring our specific performance. As of December 31, 2023, the Company had sales in escrow for approximately 173 of our single-family properties and 202 of our land lots for an aggregate selling price of $ 78.4 million. As of December 31, 2023, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $ 220.9 million. 401(k) Retirement Savings Plan We have a retirement savings plan pursuant to Section 401(k) of the Code whereby our employees may contribute a portion of their compensation to their respective retirement accounts in an amount not to exceed the maximum allowed under the Code. In addition to employee contributions, we have elected to provide company contributions (subject to statutory limitations), which amounted to approximately $ 3.6 million, $ 3.1 million and $ 2.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. F-45 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements Captive Insurance Company During the first quarter of 2021, the Company formed a wholly owned captive insurance company, American Dream Insurance, LLC, which provides general liability insurance coverage for losses below the deductible under the Company’s third-party liability insurance policy. The Company created American Dream Insurance, LLC as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The captive insurance company’s impact on the Company’s consolidated financial statements is immaterial. Legal Matters During the third quarter of 2020, we received a notice from the Georgia Attorney General’s Office (the “Georgia AG”) seeking certain information relevant to an investigation they are conducting about our customary landlord-tenant matters. We have been cooperating with the Georgia AG and have been discussing a possible negotiated resolution with the Georgia AG. We are involved in various other legal and administrative proceedings that are incidental to our business. We believe these matters will not have a materially adverse effect on our financial position or results of operations upon resolution. Note 15. Subsequent Events Subsequent Acquisitions From January 1, 2024 through February 16, 2024, the Company added 196 properties to its portfolio for a total cost of approximately $ 72.4 million, which included 192 newly constructed properties delivered through our AMH Development Program and four newly constructed properties acquired from a third-party developer through our National Builder Program. Subsequent Dispositions From January 1, 2024 through February 16, 2024, the Company disposed of 243 properties for aggregate net proceeds of approximately $ 74.5 million. Unsecured Senior Notes In January 2024, the Operating Partnership issued $ 600.0 million of 5.500 % unsecured senior notes with a maturity date of February 1, 2034 (the “Notes”), which carry a green bond designation and were issued under the Company’s green finance framework. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2024. The Operating Partnership received aggregate net proceeds of $ 595.5 million from these issuances, after underwriting fees of approximately $ 3.9 million and a $ 0.6 million discount, and before estimated offering costs of $ 1.5 million. Pending full allocation of an amount equal to the net proceeds to finance new or existing projects meeting the eligibility criteria described in the prospectus supplement related to the offering, the Operating Partnership intends to allocate the net proceeds to repay outstanding indebtedness, including the payoff of the AMH 2014-SFR2 securitization and/or temporarily invest the net proceeds in accordance with the Company’s cash investment policy. The Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness. The indenture requires that we maintain certain financial covenants. The Operating Partnership may redeem the Notes in whole at any time or in part from time to time at the applicable redemption price specified in the indenture. If the Notes are redeemed on or after November 1, 2033 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. Revolving Credit Facility From January 1, 2024 through February 16, 2024, the Company paid down $ 90.0 million under its revolving credit facility, resulting in no outstanding borrowings under its revolving credit facility as of February 16, 2024. F-46 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Consolidated Financial Statements AMH 2014-SFR2 Securitization Payoff Intent In January 2024, the Company provided notice to its third-party lender of its intent to repay all amounts due under the AMH 2014-SFR2 securitization during the first quarter of 2024. As of December 31, 2023, the AMH 2014-SFR2 securitization had an outstanding principal balance of $ 461.5 million, of which $ 25.7 million represents Class F certificates that were issued by the Operating Partnership to the Company and are recorded as asset-backed securitization certificates in the Company’s consolidated balance sheets and as amounts due from affiliates in the Operating Partnership’s consolidated balance sheets. At-the-Market Common Share Offering Program In January 2024, the Company issued 932,746 Class A common shares under its 2023 At-the-Market Program, raising $ 33.7 million in gross proceeds before commissions and other expenses of $ 0.5 million. See Note 9. Shareholders’ Equity / Partners’ Capital for further details on the 2023 At-the-Market Program. Distributions On February 21, 2024, the Company’s board of trustees approved an increase in quarterly dividends to $ 0.26 per Class A and Class B common share for the first quarter of 2024. The quarterly dividends are payable on March 28, 2024 to shareholders of record on March 15, 2024. F-47 American Homes 4 Rent American Homes 4 Rent, L.P. Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2023 (Amounts in thousands, except number of single-family homes) Initial Cost to Company Cost Capitalized Subsequent to Acquisition Total Cost as of December 31, 2023 (1) Market Number of Single-Family Homes Gross Book Value of Encumbered Assets Land Buildings and Improvements Land Buildings and Improvements Land Buildings and Improvements Total Accumulated Depreciation Net Cost Basis Date of Acquisition Single-family properties in operation Albuquerque, NM 270 $ — $ 9,938 $ 40,056 $ — $ 6,531 $ 9,938 $ 46,587 $ 56,525 $ ( 12,054 ) $ 44,471 2013-2022 Atlanta, GA 5,853 206,427 212,097 898,338 — 200,548 212,097 1,098,886 1,310,983 ( 248,079 ) 1,062,904 2012-2023 Austin, TX 703 36,705 27,394 104,493 — 17,200 27,394 121,693 149,087 ( 34,626 ) 114,461 2012-2022 Boise, ID 976 8,147 40,733 204,575 — 43,599 40,733 248,174 288,907 ( 30,810 ) 258,097 2013-2023 Charleston, SC 1,535 84,684 67,732 240,094 — 44,412 67,732 284,506 352,238 ( 63,868 ) 288,370 2012-2023 Charlotte, NC 4,089 319,232 157,174 619,899 — 122,859 157,174 742,758 899,932 ( 187,745 ) 712,187 2012-2023 Cincinnati, OH 2,127 242,760 70,561 284,383 — 63,972 70,561 348,355 418,916 ( 112,125 ) 306,791 2012-2023 Colorado Springs, CO 158 — 13,086 51,543 — 6,793 13,086 58,336 71,422 ( 4,053 ) 67,369 2013-2023 Columbus, OH 2,154 147,835 66,209 286,158 — 69,118 66,209 355,276 421,485 ( 100,721 ) 320,764 2012-2023 Dallas-Fort Worth, TX 4,055 291,308 107,357 489,319 — 114,852 107,357 604,171 711,528 ( 204,980 ) 506,548 2012-2022 Denver, CO 820 — 46,727 184,551 — 26,951 46,727 211,502 258,229 ( 63,078 ) 195,151 2012-2022 Greater Chicago area, IL and IN 1,541 169,277 48,638 190,792 — 55,063 48,638 245,855 294,493 ( 95,408 ) 199,085 2012-2015 Greensboro, NC 725 54,612 21,938 99,432 — 17,154 21,938 116,586 138,524 ( 35,754 ) 102,770 2013-2022 Greenville, SC 768 75,483 22,206 114,659 — 20,138 22,206 134,797 157,003 ( 37,702 ) 119,301 2013-2022 Houston, TX 2,402 153,790 53,751 305,506 — 68,287 53,751 373,793 427,544 ( 122,449 ) 305,095 2012-2022 Indianapolis, IN 2,848 306,275 82,186 328,244 — 84,670 82,186 412,914 495,100 ( 140,835 ) 354,265 2012-2023 Inland Empire, CA 18 — 1,898 2,077 — 389 1,898 2,466 4,364 ( 761 ) 3,603 2014-2016 Jacksonville, FL 3,101 63,391 106,155 469,923 — 100,003 106,155 569,926 676,081 ( 124,198 ) 551,883 2012-2023 Knoxville, TN 446 17,986 16,169 81,052 — 10,881 16,169 91,933 108,102 ( 24,752 ) 83,350 2013-2022 Las Vegas, NV 2,169 22,670 118,208 390,152 — 110,391 118,208 500,543 618,751 ( 78,738 ) 540,013 2011-2023 Memphis, TN 664 17,584 23,512 86,939 — 18,471 23,512 105,410 128,922 ( 30,024 ) 98,898 2013-2022 Miami, FL 170 3,492 2,020 19,826 — 5,141 2,020 24,967 26,987 ( 9,641 ) 17,346 2013-2015 Milwaukee, WI 75 — 4,539 13,156 — 1,828 4,539 14,984 19,523 ( 5,824 ) 13,699 2013 Nashville, TN 3,319 237,583 142,238 565,854 — 114,887 142,238 680,741 822,979 ( 165,931 ) 657,048 2012-2023 Orlando, FL 1,999 47,924 73,787 298,240 — 65,601 73,787 363,841 437,628 ( 85,840 ) 351,788 2011-2023 Phoenix, AZ 3,364 57,803 158,926 470,640 — 88,945 158,926 559,585 718,511 ( 142,079 ) 576,432 2011-2023 Portland, OR 180 24,429 13,046 23,480 — 3,613 13,046 27,093 40,139 ( 8,084 ) 32,055 2013-2022 Raleigh, NC 2,179 228,752 78,688 306,021 — 49,611 78,688 355,632 434,320 ( 107,067 ) 327,253 2012-2023 Salt Lake City, UT 1,901 163,274 120,559 379,278 — 79,218 120,559 458,496 579,055 ( 103,579 ) 475,476 2012-2023 San Antonio, TX 1,263 61,996 38,006 171,360 — 39,795 38,006 211,155 249,161 ( 51,918 ) 197,243 2012-2022 Savannah/Hilton Head, SC 1,051 42,985 39,260 157,926 — 24,789 39,260 182,715 221,975 ( 41,690 ) 180,285 2013-2023 Seattle, WA 1,161 28,919 93,654 259,368 — 30,728 93,654 290,096 383,750 ( 54,067 ) 329,683 2012-2023 Tampa, FL 2,901 47,358 112,611 473,276 — 87,686 112,611 560,962 673,573 ( 130,034 ) 543,539 2012-2023 Tucson, AZ 642 12,523 22,029 102,612 — 20,904 22,029 123,516 145,545 ( 24,420 ) 121,125 2011-2023 Winston Salem, NC 843 44,754 21,269 104,807 — 18,331 21,269 123,138 144,407 ( 37,036 ) 107,371 2013-2022 Total Single-family properties in operation 58,470 3,219,958 2,234,301 8,818,029 — 1,833,359 2,234,301 10,651,388 12,885,689 ( 2,719,970 ) 10,165,719 2011-2023 Properties under development & development land — — 442,877 — 779,821 186,726 1,222,698 186,726 1,409,424 — 1,409,424 Total single-family properties and land held for sale 862 — 52,368 121,632 13,068 34,495 65,436 156,127 221,563 ( 39,481 ) 182,082 2011-2022 Total real estate assets 59,332 $ 3,219,958 $ 2,729,546 $ 8,939,661 $ 792,889 $ 2,054,580 $ 3,522,435 $ 10,994,241 $ 14,516,676 $ ( 2,759,451 ) $ 11,757,225 2011-2023 (1) The unaudited aggregate cost of consolidated real estate in the table above for federal income tax purposes was $ 14.5 billion as of December 31, 2023. F-48 American Homes 4 Rent American Homes 4 Rent, L.P. Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2023 (continued) Change in Total Real Estate Assets for Single-Family Properties in Operation For the Years Ended December 31, (Amounts in thousands) 2023 2022 2021 Balance, beginning of period $ 12,325,124 $ 11,320,426 $ 9,999,821 Acquisitions and building improvements 871,828 1,325,231 1,426,921 Dispositions ( 313,029 ) ( 186,498 ) ( 95,997 ) Write-offs ( 37,446 ) ( 36,614 ) ( 23,916 ) Impairment ( 1,908 ) ( 2,499 ) ( 131 ) Reclassifications to single-family properties and land held for sale, net of dispositions 41,120 ( 94,922 ) 13,728 Balance, end of period $ 12,885,689 $ 12,325,124 $ 11,320,426 Change in Accumulated Depreciation for Single-Family Properties in Operation For the Years Ended December 31, (Amounts in thousands) 2023 2022 2021 Balance, beginning of period $ ( 2,386,452 ) $ ( 2,072,933 ) $ ( 1,754,433 ) Depreciation (1) ( 436,143 ) ( 410,413 ) ( 357,797 ) Dispositions 68,389 37,453 14,990 Write-offs 37,446 36,614 23,916 Reclassifications to single-family properties and land held for sale, net of dispositions ( 3,210 ) 22,827 391 Balance, end of period $ ( 2,719,970 ) $ ( 2,386,452 ) $ ( 2,072,933 ) (1) Depreciation of buildings and improvements is computed on a straight-line basis over estimated useful lives ranging from three to thirty years . F-49