What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-03 compared with 2023-11-03 · 168 added, 325 removed, 642 unchanged (43% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share data)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Single-family properties:

22 unchanged sentences

Shareholders’ equity:

Class A common shares ($ 0.01 par value per share, 450,000,000 shares authorized, 361,420,848 and 352,881,826 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively)

Class B common shares ($ 0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at September 30, 2023 and December 31, 2022)

Preferred shares ($ 0.01 par value per share, 100,000,000 shares authorized, 9,200,000 shares issued and outstanding at September 30, 2023 and December 31, 2022)

Class A common shares ($ 0.01 par value per share, 450,000,000 shares authorized, 365,686,971 and 364,296,431 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively)

Class B common shares ($ 0.01 par value per share, 50,000,000 shares authorized, 635,075 shares issued and outstanding at March 31, 2024 and December 31, 2023)

Preferred shares ($ 0.01 par value per share, 100,000,000 shares authorized, 9,200,000 shares issued and outstanding at March 31, 2024 and December 31, 2023)

Additional paid-in capital 7,394,461 7,357,848

10 unchanged sentences

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Rents and other single-family property revenues $ 423,555 $ 397,703

5 unchanged sentences

Depreciation and amortization 115,726 112,717

Hurricane-related charges, net — 6,133 — 6,133

Total expenses 366,841 349,398

Gain on sale and impairment of single-family properties and other, net 68,901 84,659

Loss on early extinguishment of debt ( 954 ) —

Other income and expense, net 3,434 4,735

2 unchanged sentences

Dividends on preferred shares 3,486 3,486

Redemption of perpetual preferred shares — — — 5,276

Net income attributable to common shareholders $ 109,289 $ 117,465

10 unchanged sentences

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Net income $ 128,095 $ 137,699

7 unchanged sentences

Dividends on preferred shares 3,486 3,486

Redemption of perpetual preferred shares — — — 5,276

Comprehensive income attributable to common shareholders $ 109,167 $ 117,345

14 unchanged sentences

Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 264,466 2 — — — — ( 3,744 ) — — ( 3,742 ) — ( 3,742 )

Issuance of Class A common shares, net of offering costs of $ 200

10,000,000 100 — — — — 375,540 — — 375,640 — 375,640

Distributions to equity holders:

Preferred shares (Note 10)

— — — — — — — ( 5,763 ) — ( 5,763 ) — ( 5,763 )

Noncontrolling interests — — — — — — — — — — ( 9,248 ) ( 9,248 )

Common shares ($ 0.18 per share)

— — — — — — — ( 62,938 ) — ( 62,938 ) — ( 62,938 )

Net income — — — — — — — 61,702 — 61,702 8,312 70,014

Total other comprehensive loss — — — — — — — — ( 116 ) ( 116 ) ( 25 ) ( 141 )

Balances at March 31, 2022 347,642,888 $ 3,476 635,075 $ 6 15,400,000 $ 154 $ 6,873,257 $ ( 445,709 ) $ 1,698 $ 6,432,882 $ 677,897 $ 7,110,779

Share-based compensation — — — — — — 10,643 — — 10,643 — 10,643

Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 53,606 1 — — — — 54 — — 55 — 55

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 10)

— — — — — — — ( 4,346 ) — ( 4,346 ) — ( 4,346 )

Noncontrolling interests — — — — — — — — — — ( 9,248 ) ( 9,248 )

Common shares ($ 0.18 per share)

— — — — — — — ( 63,036 ) — ( 63,036 ) — ( 63,036 )

Net income — — — — — — — 66,212 — 66,212 8,343 74,555

Total other comprehensive loss — — — — — — — — ( 123 ) ( 123 ) ( 18 ) ( 141 )

Balances at June 30, 2022 347,696,494 $ 3,477 635,075 $ 6 9,200,000 $ 92 $ 6,734,292 $ ( 452,155 ) $ 1,575 $ 6,287,287 $ 676,974 $ 6,964,261

American Homes 4 Rent

Condensed Consolidated Statements of Equity (continued)

(Amounts in thousands, except share and per share data)

Class A common shares Class B common shares Preferred shares

of shares Amount Number

of shares Amount Additional

capital Accumulated

deficit Accumulated other comprehensive income Shareholders’

equity Noncontrolling

interest Total

Balances at June 30, 2022 347,696,494 $ 3,477 635,075 $ 6 9,200,000 $ 92 $ 6,734,292 $ ( 452,155 ) $ 1,575 $ 6,287,287 $ 676,974 $ 6,964,261

Share-based compensation — — — — — — 5,680 — — 5,680 — 5,680

Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 112,966 1 — — — — 1,075 — — 1,076 — 1,076

Issuance of Class A common shares 8,000,000 80 — — — — 298,292 — — 298,372 — 298,372

7 unchanged sentences

Total other comprehensive loss — — — — — — — — ( 120 ) ( 120 ) ( 21 ) ( 141 )

Balances at September 30, 2022 352,809,460 $ 3,528 635,075 $ 6 9,200,000 $ 92 $ 6,926,629 $ ( 464,444 ) $ 1,455 $ 6,467,266 $ 675,169 $ 7,142,435

Balances at March 31, 2023 361,146,292 $ 3,611 635,075 $ 6 9,200,000 $ 92 $ 7,232,191 $ ( 403,303 ) $ 1,212 $ 6,833,809 $ 684,095 $ 7,517,904

American Homes 4 Rent

13 unchanged sentences

457,794 5 — — — — ( 6,518 ) — — ( 6,513 ) — ( 6,513 )

Issuance of Class A common shares 8,000,000 80 — — — — 298,292 — — 298,372 — 298,372

Distributions to equity holders:

Preferred shares (Note 10)

— — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 )

Noncontrolling interests — — — — — — — — — — ( 11,303 ) ( 11,303 )

Common shares ($ 0.22 per share)

— — — — — — — ( 79,977 ) — ( 79,977 ) — ( 79,977 )

Net income — — — — — — — 120,951 — 120,951 16,748 137,699

Total other comprehensive loss — — — — — — — — ( 120 ) ( 120 ) ( 21 ) ( 141 )

Balances at March 31, 2023 361,146,292 $ 3,611 635,075 $ 6 9,200,000 $ 92 $ 7,232,191 $ ( 403,303 ) $ 1,212 $ 6,833,809 $ 684,095 $ 7,517,904

Share-based compensation — — — — — — 8,508 — — 8,508 — 8,508

Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 219,400 3 — — — — 3,505 — — 3,508 — 3,508

Distributions to equity holders:

Preferred shares (Note 10)

— — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 )

Noncontrolling interests — — — — — — — — — — ( 11,303 ) ( 11,303 )

Common shares ($ 0.22 per share)

Issuance of Class A common shares, net of offering costs of $ 34

932,746 9 — — — — 33,206 — — 33,215 — 33,215

Net income — — — — — — — 101,515 — 101,515 13,899 115,414

Total other comprehensive loss — — — — — — — — ( 122 ) ( 122 ) ( 18 ) ( 140 )

Balances at June 30, 2023 361,365,692 $ 3,614 635,075 $ 6 9,200,000 $ 92 $ 7,244,204 $ ( 385,434 ) $ 1,090 $ 6,863,572 $ 686,673 $ 7,550,245

American Homes 4 Rent

Condensed Consolidated Statements of Equity (continued)

(Amounts in thousands, except share and per share data)

Class A common shares Class B common shares Preferred shares

of shares Amount Number

of shares Amount Additional

capital Accumulated

deficit Accumulated other comprehensive income Shareholders’

equity Noncontrolling

interest Total

Balances at June 30, 2023 361,365,692 $ 3,614 635,075 $ 6 9,200,000 $ 92 $ 7,244,204 $ ( 385,434 ) $ 1,090 $ 6,863,572 $ 686,673 $ 7,550,245

Share-based compensation — — — — — — 6,416 — — 6,416 — 6,416

Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 55,156 — — — — — 845 — — 845 — 845

Distributions to equity holders:

6 unchanged sentences

Total other comprehensive loss — — — — — — — — ( 122 ) ( 122 ) ( 19 ) ( 141 )

Balances at September 30, 2023 361,420,848 $ 3,614 635,075 $ 6 9,200,000 $ 92 $ 7,251,465 $ ( 391,452 ) $ 965 $ 6,864,690 $ 685,846 $ 7,550,536

Balances at March 31, 2024 365,686,971 $ 3,657 635,075 $ 6 9,200,000 $ 92 $ 7,394,461 $ ( 381,508 ) $ 721 $ 7,017,429 $ 687,302 $ 7,704,731

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Operating activities

4 unchanged sentences

Noncash share-based compensation 9,925 5,824

Equity in net income of unconsolidated joint ventures ( 1,581 ) ( 3,135 )

Return on investment from unconsolidated joint ventures 1,788 4,777

Loss on early extinguishment of debt 954 —

Equity in net loss (income) of unconsolidated joint ventures 884 ( 1,340 )

Gain on sale and impairment of single-family properties and other, net ( 68,901 ) ( 84,659 )

10 unchanged sentences

Net proceeds received from sales of single-family properties and other 156,102 184,510

Proceeds received from storm-related insurance claims 2,185 1,981

Proceeds from notes receivable related to the sale of properties 130 24

4 unchanged sentences

Cash paid for development activity ( 209,477 ) ( 213,598 )

Cash paid for deposits on land option contracts ( 1,142 ) ( 10,686 )

Proceeds from asset-backed securitization certificates 25,666 —

Other investing activities ( 6,157 ) ( 12,416 )

3 unchanged sentences

Payments of Class A common share issuance costs ( 34 ) —

Redemption of perpetual preferred shares — ( 155,000 )

Proceeds from issuances under share-based compensation plans 1,423 31

1 unchanged sentence

Payments on asset-backed securitizations ( 466,145 ) ( 6,765 )

Proceeds from revolving credit facility — 490,000

Payments on revolving credit facility ( 90,000 ) ( 130,000 )

Proceeds from unsecured senior notes, net of discount 599,358 —

Proceeds from liabilities related to consolidated land not owned — 60,217

Payments related to liabilities to repurchase consolidated land not owned ( 24,182 ) —

Distributions to noncontrolling interests ( 13,318 ) ( 11,248 )

9 unchanged sentences

(Amounts in thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Supplemental cash flow information

4 unchanged sentences

Property and land contributions to unconsolidated joint ventures — ( 11,609 )

Property and land distributions from unconsolidated joint ventures — 8,397

Noncash right-of-use assets obtained in exchange for operating lease liabilities 551 3,885

Accrued distributions to affiliates 1,223 551

4 unchanged sentences

(Amounts in thousands, except unit data)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Single-family properties:

23 unchanged sentences

General partner:

Common units ( 362,055,923 and 353,516,901 units issued and outstanding at September 30, 2023 and December 31, 2022, respectively)

Common units ( 366,322,046 and 364,931,506 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively)

6,794,868 6,744,841

Preferred units ( 9,200,000 units issued and outstanding at September 30, 2023 and December 31, 2022)

Preferred units ( 9,200,000 units issued and outstanding at March 31, 2024 and December 31, 2023)

221,840 221,840

Limited partner:

Common units ( 51,376,980 units issued and outstanding at September 30, 2023 and December 31, 2022)

Common units ( 51,376,980 units issued and outstanding at March 31, 2024 and December 31, 2023)

687,202 685,240

7 unchanged sentences

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Rents and other single-family property revenues $ 423,555 $ 397,703

5 unchanged sentences

Depreciation and amortization 115,726 112,717

Hurricane-related charges, net — 6,133 — 6,133

Total expenses 366,841 349,398

Gain on sale and impairment of single-family properties and other, net 68,901 84,659

Loss on early extinguishment of debt ( 954 ) —

Other income and expense, net 3,434 4,735

1 unchanged sentence

Preferred distributions 3,486 3,486

Redemption of perpetual preferred units — — — 5,276

Net income attributable to common unitholders $ 124,609 $ 134,213

10 unchanged sentences

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Net income $ 128,095 $ 137,699

6 unchanged sentences

Preferred distributions 3,486 3,486

Redemption of perpetual preferred units — — — 5,276

Comprehensive income attributable to common unitholders $ 124,468 $ 134,072

9 unchanged sentences

Common units issued under share-based compensation plans, net of units withheld for employee taxes 264,466 ( 3,742 ) — — — — ( 3,742 )

Issuance of Class A common units, net of offering costs of $ 200

10,000,000 375,640 — — — — 375,640

Distributions to capital holders:

Preferred units (Note 10)

— — ( 5,763 ) — — — ( 5,763 )

Common units ($ 0.18 per unit)

— ( 62,938 ) — — ( 9,248 ) — ( 72,186 )

Net income — 55,939 5,763 — 8,312 — 70,014

Total other comprehensive loss — — — — — ( 141 ) ( 141 )

Balances at March 31, 2022 348,277,963 $ 6,059,620 $ 371,564 51,376,980 $ 677,646 $ 1,949 $ 7,110,779

Share-based compensation — 10,643 — — — — 10,643

Common units issued under share-based compensation plans, net of units withheld for employee taxes 53,606 55 — — — — 55

Redemption of Series F perpetual preferred units — ( 5,276 ) ( 149,724 ) — — — ( 155,000 )

Distributions to capital holders:

Preferred units (Note 10)

— — ( 4,346 ) — — — ( 4,346 )

Common units ($ 0.18 per unit)

— ( 63,036 ) — — ( 9,248 ) — ( 72,284 )

Net income — 61,866 4,346 — 8,343 — 74,555

Total other comprehensive loss — — — — — ( 141 ) ( 141 )

Balances at June 30, 2022 348,331,569 $ 6,063,872 $ 221,840 51,376,980 $ 676,741 $ 1,808 $ 6,964,261

Share-based compensation — 5,680 — — — — 5,680

Common units issued under share-based compensation plans, net of units withheld for employee taxes 112,966 1,076 — — — — 1,076

Issuance of Class A common units 8,000,000 298,372 — — — — 298,372

6 unchanged sentences

Total other comprehensive loss — — — — — ( 141 ) ( 141 )

Balances at September 30, 2022 353,444,535 $ 6,243,971 $ 221,840 51,376,980 $ 674,957 $ 1,667 $ 7,142,435

Balances at March 31, 2023 361,781,367 $ 6,610,757 $ 221,840 51,376,980 $ 683,922 $ 1,385 $ 7,517,904

American Homes 4 Rent, L.P.

7 unchanged sentences

Common units issued under share-based compensation plans, net of units withheld for employee taxes 457,794 ( 6,513 ) — — — — ( 6,513 )

Issuance of Class A common units 8,000,000 298,372 — — — — 298,372

Distributions to capital holders:

Preferred units (Note 10)

— — ( 3,486 ) — — — ( 3,486 )

Common units ($ 0.22 per unit)

— ( 79,977 ) — — ( 11,303 ) — ( 91,280 )

Net income — 117,465 3,486 — 16,748 — 137,699

Total other comprehensive loss — — — — — ( 141 ) ( 141 )

Balances at March 31, 2023 361,781,367 $ 6,610,757 $ 221,840 51,376,980 $ 683,922 $ 1,385 $ 7,517,904

Share-based compensation — 8,508 — — — — 8,508

Common units issued under share-based compensation plans, net of units withheld for employee taxes 219,400 3,508 — — — — 3,508

Distributions to capital holders:

Preferred units (Note 10)

— — ( 3,486 ) — — — ( 3,486 )

Common units ($ 0.22 per unit)

Issuance of Class A common units, net of offering costs of $ 34

932,746 33,215 — — — — 33,215

Net income — 98,029 3,486 — 13,899 — 115,414

Total other comprehensive loss — — — — — ( 140 ) ( 140 )

Balances at June 30, 2023 362,000,767 $ 6,640,642 $ 221,840 51,376,980 $ 686,518 $ 1,245 $ 7,550,245

Share-based compensation — 6,416 — — — — 6,416

Common units issued under share-based compensation plans, net of units withheld for employee taxes 55,156 845 — — — — 845

Distributions to capital holders:

5 unchanged sentences

Total other comprehensive loss — — — — — ( 141 ) ( 141 )

Balances at September 30, 2023 362,055,923 $ 6,641,885 $ 221,840 51,376,980 $ 685,708 $ 1,103 $ 7,550,536

Balances at March 31, 2024 366,322,046 $ 6,794,868 $ 221,840 51,376,980 $ 687,202 $ 821 $ 7,704,731

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Operating activities

4 unchanged sentences

Noncash share-based compensation 9,925 5,824

Equity in net income of unconsolidated joint ventures ( 1,581 ) ( 3,135 )

Return on investment from unconsolidated joint ventures 1,788 4,777

Loss on early extinguishment of debt 954 —

Equity in net loss (income) of unconsolidated joint ventures 884 ( 1,340 )

Gain on sale and impairment of single-family properties and other, net ( 68,901 ) ( 84,659 )

10 unchanged sentences

Net proceeds received from sales of single-family properties and other 156,102 184,510

Proceeds received from storm-related insurance claims 2,185 1,981

Proceeds from notes receivable related to the sale of properties 130 24

4 unchanged sentences

Cash paid for development activity ( 209,477 ) ( 213,598 )

Cash paid for deposits on land option contracts ( 1,142 ) ( 10,686 )

Proceeds from repayment of loan from affiliate 25,666 —

Other investing activities ( 6,157 ) ( 12,416 )

3 unchanged sentences

Payments of Class A common unit issuance costs ( 34 ) —

Redemption of perpetual preferred units — ( 155,000 )

Proceeds from issuances under share-based compensation plans 1,423 31

1 unchanged sentence

Payments on asset-backed securitizations ( 466,145 ) ( 6,765 )

Proceeds from revolving credit facility — 490,000

Payments on revolving credit facility ( 90,000 ) ( 130,000 )

Proceeds from unsecured senior notes, net of discount 599,358 —

Proceeds from liabilities related to consolidated land not owned — 60,217

Payments related to liabilities to repurchase consolidated land not owned ( 24,182 ) —

Distributions to common unitholders ( 109,232 ) ( 91,079 )

8 unchanged sentences

(Amounts in thousands)

For the Nine Months Ended

September 30,

For the Three Months Ended

Supplemental cash flow information

4 unchanged sentences

Property and land contributions to unconsolidated joint ventures — ( 11,609 )

Property and land distributions from unconsolidated joint ventures — 8,397

Noncash right-of-use assets obtained in exchange for operating lease liabilities 551 3,885

Accrued distributions to affiliates 1,223 551

8 unchanged sentences

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 September 30, 2023, the Company held 59,092 single-family properties in 21 states, including 700 properties classified as held for sale.

AMH is the general partner of, and as of September 30, 2023 owned approximately 87.6 % of the common partnership interest in, the Operating Partnership.

As of March 31, 2024, the Company held 59,343 single-family properties in 21 states, including 728 properties classified as held for sale.

AMH is the general partner of, and as of March 31, 2024 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.

6 unchanged sentences

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.

One difference between the Company and the Operating Partnership was $ 25.7 million of asset-backed securitization certificates issued by the Operating Partnership and purchased by AMH in connection with the Operating Partnership’s AMH 2014-SFR2 securitization debt offering.

The asset-backed securitization certificates were recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership prior to the Operating Partnership’s payoff of the AMH 2014-SFR2 securitization during the three months ended March 31, 2024 (see Note 8.

AMH contributes all net proceeds from its various equity offerings to the Operating Partnership.

21 unchanged sentences

The investments in the unconsolidated venture capital funds are accounted for under the equity method of accounting and included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets.

As of September 30, 2023, the carrying value of the investments in these venture capital funds was $ 13.3 million and the Company’s maximum exposure to loss was $ 16.1 million, which includes all future capital funding requirements.

As of March 31, 2024 and December 31, 2023, the carrying value of the investments in these venture capital funds was $ 12.7 million and $ 13.0 million, respectively, and the Company’s maximum exposure to loss was $ 15.4 million and $ 15.6 million, respectively, which includes all future capital funding requirements.

The deposits with land banking entities are held at cost and included in escrow deposits, prepaid expenses and other assets within the condensed consolidated balance sheets.

As of September 30, 2023, the carrying value of the deposits with land banking entities and the Company’s maximum exposure to loss was $ 15.7 million.

As of both March 31, 2024 and December 31, 2023, the carrying value of the deposits with land banking entities and the Company’s maximum exposure to loss was $ 15.7 million.

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 to do so.

The Company is currently assessing the impact of the guidance on its financial statements.

Cash, Cash Equivalents and Restricted Cash

3 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows to the corresponding financial statement line items in the condensed consolidated balance sheets (amounts in thousands):

September 30, December 31,

March 31, December 31,

2024 2023 2023 2022

3 unchanged sentences

Real Estate Assets, Net

The net book values of real estate assets consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

The net book values of real estate assets consisted of the following as of March 31, 2024 and December 31, 2023 (amounts in thousands):

March 31, 2024 December 31, 2023

Occupied single-family properties $ 9,722,674 $ 9,595,421

8 unchanged sentences

Total real estate assets, net $ 11,806,056 $ 11,757,225

Depreciation expense related to single-family properties was $ 109.6 million and $ 105.1 million for the three months ended September 30, 2023 and 2022, respectively, and $ 325.7 million and $ 301.9 million for the nine months ended September 30, 2023 and 2022, respectively.

The following table summarizes the Company’s dispositions of single-family properties and land for the three and nine months ended September 30, 2023 and 2022 (amounts in thousands, except property data):

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Single-family properties:

Properties sold 224 164 1,305 530

Net proceeds (1)

$ 71,664 $ 49,096 $ 382,043 $ 160,156

Net gain on sale $ 35,453 $ 24,501 $ 183,778 $ 82,193

Net proceeds $ 801 $ 1,197 $ 2,300 $ 3,139

Net gain on sale $ 195 $ 70 $ 364 $ 496

(1) Net proceeds are net of deductions for working capital prorations.

Depreciation expense related to single-family properties was $ 110.3 million and $ 107.8 million for the three months ended March 31, 2024 and 2023, respectively.

During the three months ended March 31, 2024 and 2023, the Company disposed of single-family properties and land for aggregate net proceeds of $ 156.1 million and $ 184.5 million, respectively, which resulted in an aggregate net gain on sale of $ 69.8 million and $ 85.7 million, respectively, as a result of submarket analysis, as well as individual asset-level review.

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 $ 65.8 million and $ 62.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 167.0 million and $ 157.4 million for the nine months ended September 30, 2023 and 2022, respectively.

Variable lease payments for fees from single-family properties were $ 8.0 million and $ 7.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 22.9 million and $ 20.0 million for the nine months ended September 30, 2023 and 2022, respectively.

Variable lease payments for tenant charge-backs were $ 57.3 million and $ 55.4 million for the three months ended March 31, 2024 and 2023, respectively.

Variable lease payments for fees from single-family properties were $ 8.0 million and $ 7.4 million for the three months ended March 31, 2024 and 2023, 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 September 30, 2023 (amounts in thousands):

September 30, 2023

The following table summarizes future minimum rental revenues under existing leases on our properties as of March 31, 2024 (amounts in thousands):

March 31, 2024

Remaining 2024 $ 662,763

1 unchanged sentence

Total $ 767,635

As of September 30, 2023 and December 31, 2022, rent and other receivables included $ 1.9 million and $ 5.0 million, respectively, of insurance claims receivables related to Hurricane Ian and Winter Storm Elliott.

Escrow Deposits, Prepaid Expenses and Other Assets

The following table summarizes the components of escrow deposits, prepaid expenses and other assets as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Consolidated land not owned $ 132,892 $ 108,114

The following table summarizes the components of escrow deposits, prepaid expenses and other assets as of March 31, 2024 and December 31, 2023 (amounts in thousands):

March 31, 2024 December 31, 2023

Escrow deposits, prepaid expenses and other $ 140,011 $ 136,640

Consolidated land not owned 130,604 147,330

Commercial real estate, software, vehicles and FF&E, net 97,882 96,862

3 unchanged sentences

Total $ 392,147 $ 406,138

Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $ 4.5 million and $ 3.5 million for the three months ended September 30, 2023 and 2022, respectively, and $ 12.9 million and $ 9.6 million for the nine months ended September 30, 2023 and 2022, respectively.

Depreciation expense related to commercial real estate, software, vehicles and furniture, fixtures and equipment (“FF&E”), net was $ 4.6 million and $ 4.2 million for the three months ended March 31, 2024 and 2023, respectively.

Deferred Costs and Other Intangibles, Net

Deferred costs and other intangibles, net consisted of the following as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Deferred costs and other intangibles, net consisted of the following as of March 31, 2024 and December 31, 2023 (amounts in thousands):

March 31, 2024 December 31, 2023

Deferred leasing costs $ 2,817 $ 2,865

3 unchanged sentences

Total $ 6,977 $ 7,630

Amortization expense related to deferred leasing costs was $ 0.8 million and $ 0.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 2.2 million for both the nine months ended September 30, 2023 and 2022, and is included in depreciation and amortization within the condensed consolidated statements of operations.

Amortization of deferred financing costs related to our revolving credit facility was $ 0.7 million for both the three months ended September 30, 2023 and 2022, and $ 2.0 million and $ 2.1 million for the nine months ended September 30, 2023 and 2022, respectively, and is included in gross interest, prior to interest capitalization (see Note 8.

The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of September 30, 2023 for future periods (amounts in thousands):

Amortization expense related to deferred leasing costs was $ 0.8 million and $ 0.7 million for the three months ended March 31, 2024 and 2023, respectively, and is included in depreciation and amortization within the condensed consolidated statements of operations.

Amortization of deferred financing costs related to our revolving credit facility was $ 0.7 million for both the three months ended March 31, 2024 and 2023 and is included in gross interest, prior to interest capitalization (see Note 8.

The following table sets forth the estimated annual amortization expense related to deferred costs and other intangibles, net as of March 31, 2024 for future periods (amounts in thousands):

Leasing Costs Deferred

3 unchanged sentences

2026 — 784 784

Total $ 1,420 $ 5,557 $ 6,977

Investments in Unconsolidated Joint Ventures

As of September 30, 2023, the Company held 20 % ownership interests in four unconsolidated joint ventures.

As of March 31, 2024, 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.

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The Company entered into a joint venture with (i) the Alaska Permanent Fund Corporation (the “Alaska JV”) during the second quarter of 2014 to invest in homes acquired through traditional acquisition channels, (ii) another leading institutional investor (the “Institutional Investor JV”) during the third quarter of 2018 to invest in newly constructed single-family rental homes and (iii) institutional investors advised by J.P.

Morgan Asset Management (“J.P.

Morgan JV I”) during the first quarter of 2020 focused on constructing and operating newly built rental homes.

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 million second strategic joint venture 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 Company holds a 20 % ownership interest in the joint venture, which has an evergreen term.

Additionally, the Company will earn fees for development and management services provided to the joint venture and have an opportunity to earn a promoted interest after construction and initial operation of the joint venture’s properties.

The following table summarizes our investments in unconsolidated joint ventures as of September 30, 2023 and December 31, 2022 (amounts in thousands, except percentages and property data):

Morgan Asset Management focused on constructing and operating newly built rental homes during the first quarter of 2020 (“J.P.

Morgan JV I”) and third quarter of 2023 (“J.P.

Morgan JV II”).

The following table summarizes our investments in unconsolidated joint ventures as of March 31, 2024 and December 31, 2023 (amounts in thousands, except percentages and property data):

Joint Venture Description % Ownership at

September 30, 2023 Completed Homes at

September 30, 2023 Balances at

March 31, 2024 Completed Homes at

March 31, 2024 Balances at

December 31, 2023

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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 $ 1.5 million and $ 3.8 million for the three months ended September 30, 2023 and 2022, respectively, and $ 7.7 million and $ 10.2 million for the nine months ended September 30, 2023 and 2022, respectively, and is included in other income and expense, net within the condensed consolidated statements of operations.

Management fee and development fee income from unconsolidated joint ventures was $ 3.0 million and $ 3.3 million for the three months ended March 31, 2024 and 2023, respectively, and is included in other income and expense, net within the condensed consolidated statements of operations.

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 condensed 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 condensed 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 condensed consolidated balance sheets.

During the first quarter of 2022, J.P.

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The loan agreement provides for one one-year extension option that includes additional fees and interest.

As of September 30, 2023, the joint venture’s loan had a $ 324.0 million outstanding principal balance.

As of March 31, 2024, 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.

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The loan agreement provides for two one-year extension options that include additional fees and interest.

As of September 30, 2023, the joint venture’s loan had a $ 232.7 million outstanding principal balance.

As of March 31, 2024, 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.

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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 September 30, 2023 and December 31, 2022 (amounts in thousands):

The following table presents the Company’s debt as of March 31, 2024 and December 31, 2023 (amounts in thousands):

Outstanding Principal Balance

Interest Rate (1)

Maturity Date September 30, 2023 December 31, 2022

AMH 2014-SFR2 securitization 4.42 % October 9, 2024 $ 463,199 $ 468,138

Maturity Date March 31, 2024 December 31, 2023

AMH 2014-SFR2 securitization 4.42 % N/A $ — $ 461,498

AMH 2014-SFR3 securitization 4.40 % December 9, 2024 475,240 477,064

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2032 unsecured senior notes 3.63 % April 15, 2032 600,000 600,000

2034 unsecured senior notes 5.50 % February 1, 2034 600,000 —

2051 unsecured senior notes 3.38 % July 15, 2051 300,000 300,000

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Total debt per balance sheet $ 4,503,113 $ 4,461,647

(1) Interest rates are rounded and as of September 30, 2023.

(1) Interest rates are rounded and as of March 31, 2024.

Unless otherwise stated, interest rates are fixed percentages.

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(5) The stated interest rate on the 2031 unsecured senior notes is 2.38 %, which was hedged to yield an interest rate of 2.46 %.

(6) The revolving credit facility provides for a borrowing capacity of up to $ 1.25 billion, and the Company had approximately $ 2.7 million and $ 4.0 million committed to outstanding letters of credit that reduced our borrowing capacity as of September 30, 2023 and December 31, 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 to the SOFR.

The revolving credit facility bears interest at SOFR, as adjusted for the Company’s SOFR spread, plus 0.90 % as of September 30, 2023.

(6) 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.

The Company had approximately $ 2.7 million committed to outstanding letters of credit that reduced our borrowing capacity as of both March 31, 2024 and December 31, 2023.

The revolving credit facility bears interest at SOFR, as adjusted for the Company’s SOFR spread, plus 0.90 % as of March 31, 2024.

(7) 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 $ 1.7 million and $ 1.8 million for the three months ended September 30, 2023 and 2022, respectively, and $ 5.2 million and $ 5.1 million for the nine months ended September 30, 2023 and 2022, respectively, and is included in gross interest, prior to interest capitalization.

Amortization of deferred financing costs related to our asset-backed securitizations and unsecured senior notes was $ 1.7 million for both the three months ended March 31, 2024 and 2023 and is included in gross interest, prior to interest capitalization.

Early Extinguishment of Debt

During the first quarter of 2024, the Operating Partnership paid off the $ 460.6 million outstanding principal on the AMH 2014-SFR2 securitization, which resulted in $ 1.0 million of charges related to the write-off of unamortized deferred financing costs and related legal fees and included in loss on early extinguishment of debt within the condensed consolidated statements of operations.

The payoff of the AMH 2014-SFR2 securitization also resulted in the release of the 4,516 homes pledged as collateral and $ 10.3 million of cash restricted for lender requirements.

The Company received $ 25.7 million from the payoff for its investment in the AMH 2014-SFR2 Class F asset-backed securitization certificates that were issued by the Operating Partnership and acquired by the Company in 2014 as part of the AMH 2014-SFR2 securitization debt offering.

The Class F certificates were recorded as an asset-backed securitization certificates receivable by the Company and as an amount due from affiliates by the Operating Partnership prior to the payoff.

Related Party Transactions.

Unsecured Senior Notes

During the first quarter of 2024, the Operating Partnership issued $ 600.0 million of 5.500 % unsecured senior notes with a maturity date of February 1, 2034 (the “2034 Notes”), which carry a green bond designation and were issued under the Company’s green finance framework.

Interest on the 2034 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 this offering, after underwriting fees of $ 3.9 million and a $ 0.6 million discount, and before offering costs of $ 1.3 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 used the net proceeds primarily to repay outstanding indebtedness, including the payoff of the AMH 2014-SFR2 securitization.

The 2034 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 2034 Notes in whole at any time or in part from time to time at the applicable redemption price specified in the indenture.

If the 2034 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 2034 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

Debt Maturities

The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of September 30, 2023 (amounts in thousands):

The following table summarizes the contractual maturities of the Company’s principal debt balances on a fully extended basis as of March 31, 2024 (amounts in thousands):

Debt Maturities

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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 three and nine months ended September 30, 2023 and 2022 (amounts in thousands):

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 three months ended March 31, 2024 and 2023 (amounts in thousands):

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Gross interest cost $ 52,799 $ 48,970

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Accounts Payable and Accrued Expenses

The following table summarizes accounts payable and accrued expenses as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

Accrued property taxes $ 165,391 $ 51,586

The following table summarizes accounts payable and accrued expenses as of March 31, 2024 and December 31, 2023 (amounts in thousands):

March 31, 2024 December 31, 2023

Resident security deposits $ 122,120 $ 119,577

Accrued construction and maintenance liabilities 109,413 86,775

Accrued property taxes 99,858 59,015

Liability for consolidated land not owned 98,073 108,688

Accrued construction and maintenance liabilities 94,039 94,004

Accrued interest 37,150 40,017

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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 Share Offering

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 “January 2022 Forward Sale Agreements”) for these 13,000,000 shares which were accounted for in equity.

The Company did not initially receive proceeds from the sale of the Class A common shares offered on a forward basis.

During the third quarter of 2022, the Company issued and physically settled 5,000,000 Class A common shares under the January 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 January 2022 Forward Sale Agreements, receiving net proceeds of $ 298.4 million, which it used to repay indebtedness under its revolving credit facility and for general corporate purposes.

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 “June 2023 At-the-Market Program”).

The June 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 June 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 June 2023 At-the-Market Program may be suspended or terminated by the Company at any time.

As of September 30, 2023, no shares have been issued under the June 2023 At-the-Market Program and $ 1.0 billion remained available for future share issuances.

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 three months ended March 31, 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 approximately $ 0.5 million.

As of March 31, 2024, 3,732,429 shares have been issued under the 2023 At-the-Market Program and $ 864.3 million remained available for future share issuances.

During the first quarter of 2024, the Company entered into a forward sale agreement with the forward purchaser (the “March 2024 Forward Sale Agreement”), which is accounted for in equity, to offer 2,987,024 Class A common shares on a forward basis under its 2023 At-the-Market Program at the request of the Company by the forward seller.

The Company expects to physically settle the March 2024 Forward Sale Agreement by the delivery of the Class A common shares and receive proceeds by February 28, 2025, although the Company has the right to elect settlement prior to that time subject to certain conditions.

Although the Company expects to physically settle, the March 2024 Forward Sale Agreement allows the Company to cash or net-share settle all or a portion of its obligations.

If the Company elects to cash or net share settle the March 2024 Forward Sale Agreement, the Company may not receive any proceeds, and may owe cash or Class A common shares to the forward purchaser in certain circumstances.

The March 2024 Forward Sale Agreement is subject to early termination or settlement under certain circumstances.

As of March 31, 2024, the Company has estimated net proceeds of approximately $ 108.6 million available from future settlement under the March 2024 Forward Sale Agreement, subject to adjustment in accordance with the forward sale transaction.

Share Repurchase Program

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The Operating Partnership funds the repurchases and constructively retires an equivalent number of corresponding Class A units.

During the nine months ended September 30, 2023 and 2022, we did not repurchase and retire any of our Class A common shares or preferred shares.

As of September 30, 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.

During the three months ended March 31, 2024 and 2023, we did not repurchase and retire any of our Class A common shares or preferred shares.

As of March 31, 2024, 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.

Perpetual Preferred Shares

As of September 30, 2023 and December 31, 2022, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):

September 30, 2023 December 31, 2022

As of March 31, 2024 and December 31, 2023, the Company had the following series of perpetual preferred shares outstanding (amounts in thousands, except share data):

March 31, 2024 December 31, 2023

Series Issuance Date Earliest Redemption Date Dividend Rate Outstanding Shares Current Liquidation Value Outstanding Shares Current Liquidation Value

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For the Three Months Ended

Security September 30,

2023 June 30,

2023 March 31,

2023 September 30,

2022 June 30,

Security March 31,

2024 March 31,

Class A and Class B common shares $ 0.26 $ 0.22

5.875 % Series F perpetual preferred shares (1)

— — — — 0.14 0.37

5.875 % Series G perpetual preferred shares

0.37 0.37 0.37 0.37 0.37 0.37

6.250 % Series H perpetual preferred shares

0.39 0.39 0.39 0.39 0.39 0.39

(1) The 5.875 % Series F perpetual preferred shares were redeemed on May 5, 2022 and the distributions for the three months ended June 30, 2022 represent the accrued and unpaid dividends paid to shareholders as part of the redemption.

Noncontrolling Interest

Noncontrolling interest as reflected in the Company’s condensed consolidated balance sheets primarily consists of the interests held by former American Homes 4 Rent, LLC (“AH LLC”) members in units in the Operating Partnership.

Former AH LLC members owned 50,779,990 , or approximately 12.3 % and 12.5 %, of the total 413,432,903 and 404,893,881 Class A units in the Operating Partnership as of September 30, 2023 and December 31, 2022, respectively.

Former AH LLC members owned 50,779,990 , or approximately 12.2 %, of the total 417,699,026 and 416,308,486 Class A units in the Operating Partnership as of March 31, 2024 and December 31, 2023, 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 413,432,903 and 404,893,881 Class A units in the Operating Partnership as of September 30, 2023 and December 31, 2022, respectively.

Non-affiliate Class A unitholders owned 596,990 , or approximately 0.1 %, of the total 417,699,026 and 416,308,486 Class A units in the Operating Partnership as of March 31, 2024 and December 31, 2023, respectively.

The OP units owned by former AH LLC members and non-affiliates are reflected as noncontrolling interest in the Company’s condensed consolidated balance sheets and limited partner capital in the Operating Partnership’s condensed consolidated balance sheets.

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2021 Equity Incentive Plan

appreciation rights, restricted share units (“RSUs”), unrestricted shares, dividend equivalent rights and performance-based awards.

The Company’s 2021 Equity Incentive Plan (the “2021 Plan”), which replaced the 2012 Equity Incentive Plan (the “2012 Plan”), provides for the issuance of Class A common shares through the grant of a variety of awards including stock options, stock appreciation rights, restricted share units (“RSUs”), unrestricted shares, dividend equivalent rights and performance-based awards.

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.

RSUs granted to employees during the nine months ended September 30, 2023 and 2022 generally vest over a three-year service period.

RSUs granted to non-management trustees during the nine months ended September 30, 2023 and 2022 vest over a one-year service period.

Performance-based restricted share units (“PSUs”) granted to certain senior employees during the nine months ended September 30, 2023 and 2022 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 nine months ended September 30, 2023 and January 1, 2022 through December 31, 2024 for PSUs granted during the nine months ended September 30, 2022.

RSUs granted to employees during the three months ended March 31, 2024 and 2023 generally vest over a three-year service period.

During the three months ended March 31, 2024, the Company announced that David P.

Singelyn, the Company’s Chief Executive Officer, will retire effective December 31, 2024.

In connection with Mr.

Singelyn’s retirement, the Company and Mr.

Singelyn entered into a Retirement and Award Agreement (the “Retirement Agreement”), which became effective February 21, 2024, pursuant to which Mr.

Singelyn agreed to provide transition advisory services from his retirement until June 30, 2025 and the Company granted him 46,070 RSUs on February 21, 2024 which cliff vest on June 30, 2025 upon satisfaction of certain vesting conditions, including performance of his obligations under the Retirement Agreement.

In addition, the Company granted Christopher C.

Lau, the Company’s Chief Financial Officer, 143,968 RSUs on February 21, 2024 which cliff vest five years from the date of grant in connection with his appointment to the elevated role of Senior Executive Vice President.

Performance-based restricted share units (“PSUs”) granted to certain senior employees during the three months ended March 31, 2024 and 2023 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 from January 1, 2024 through December 31, 2026 for PSUs granted during the three months ended March 31, 2024 and from January 1, 2023 through December 31, 2025 for PSUs granted during the three months ended March 31, 2023.

A portion of the PSUs are based on (i) the 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”).

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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 following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30,

The following table summarizes stock option activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2024 and 2023:

For the Three Months Ended

Options outstanding at beginning of period 522,675 730,550

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Options exercisable at end of period 434,300 728,675

The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30,

The following table summarizes RSU activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2024 and 2023:

For the Three Months Ended

RSUs outstanding at beginning of period 1,090,522 1,024,722

Awarded 509,730 465,171

Granted 633,523 447,364

Vested ( 428,812 ) ( 374,956 )

1 unchanged sentence

RSUs outstanding at end of period 1,290,740 1,084,587

The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the nine months ended September 30, 2023 and 2022:

For the Nine Months Ended

September 30,

The following table summarizes PSU activity under the 2012 Plan and 2021 Plan for the three months ended March 31, 2024 and 2023:

For the Three Months Ended

PSUs outstanding at beginning of period (1)

Awarded 227,033 202,104

520,219 294,423

254,157 227,033

Adjustment for performance achievement (2)

Vested ( 167,428 ) —

Forfeited (1)

PSUs outstanding at end of period (1)

682,057 520,763

(1) Represents target shares at grant date.

(2) Represents the difference between the number of target shares at grant date and the number of actual shares earned for the three-year performance period ended December 31, 2023, which was determined and settled during the three months ended March 31, 2024.

For the TSR Awards, the following assumptions were used in the calculation of fair value using the Monte Carlo simulation model:

For the Nine Months Ended

September 30,

For the Three Months Ended

Expected term (years) 3.0 3.0

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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 three and nine months ended September 30, 2023 and 2022 (amounts in thousands):

The following table summarizes the activity related to the Company’s noncash share-based compensation expense for the three months ended March 31, 2024 and 2023 (amounts in thousands):

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

General and administrative expense $ 6,839 $ 3,743

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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 three and nine months ended September 30, 2023 and 2022 (amounts in thousands, except share and per share data):

The following table reflects the Company’s computation of net income per common share on a basic and diluted basis for the three months ended March 31, 2024 and 2023 (amounts in thousands, except share and per share data):

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Net income $ 128,095 $ 137,699

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Dividends on preferred shares 3,486 3,486

Redemption of perpetual preferred shares — — — 5,276

Allocation to participating securities (1)

238 188 854 583

Numerator for income per common share–basic and diluted $ 108,910 $ 117,137

1 unchanged sentence

Effect of dilutive securities:

Share-based compensation plan and forward sale equity contracts (2)

Share-based compensation plan and forward sale equity contract (2)

459,036 321,246

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(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 for the three and nine months ended September 30, 2023 and 2022 and the dilutive effect of forward sale equity contracts under the treasury stock method for the nine months ended September 30, 2022 (see Note 10.

(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 three months ended March 31, 2024 and 2023 and the dilutive effect of a forward sale equity contract under the treasury stock method for the three months ended March 31, 2024 (see Note 10.

Shareholders’ Equity / Partners’ Capital).

3 unchanged sentences

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 three and nine months ended September 30, 2023 and 2022 (amounts in thousands, except unit and per unit data):

The following table reflects the Operating Partnership’s computation of net income per common unit on a basic and diluted basis for the three months ended March 31, 2024 and 2023 (amounts in thousands, except unit and per unit data):

For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2023 2022 2023 2022

Net income $ 128,095 $ 137,699

Preferred distributions 3,486 3,486

Redemption of perpetual preferred units — — — 5,276

Allocation to participating securities (1)

238 188 854 583

Numerator for income per common unit–basic and diluted $ 124,230 $ 133,885

1 unchanged sentence

Effect of dilutive securities:

Share-based compensation plan and forward sale equity contracts (2)

Share-based compensation plan and forward sale equity contract (2)

459,036 321,246

4 unchanged sentences

Shareholders’ Equity / Partners’ Capital).

8 unchanged sentences

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.

The following table displays the carrying values and fair values of our debt instruments as of September 30, 2023 and December 31, 2022 (amounts in thousands):

September 30, 2023 December 31, 2022

The following table displays the carrying values and fair values of our debt instruments as of March 31, 2024 and December 31, 2023 (amounts in thousands):

March 31, 2024 December 31, 2023

Carrying Value Fair Value Carrying Value Fair Value

10 unchanged sentences

2051 unsecured senior notes, net 291,575 200,355 291,498 207,264

2052 unsecured senior notes, net 289,279 235,491 289,183 244,275

Total unsecured senior notes, net 3,095,733 2,799,676 2,500,226 2,246,491

2 unchanged sentences

Related Party Transactions

As of September 30, 2023 and December 31, 2022, affiliates owned approximately 12.6 % 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 September 30, 2023 and December 31, 2022) an approximate 23.5 % and 23.9 % interest as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023 and December 31, 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 condensed consolidated balance sheets.

As of both March 31, 2024 and December 31, 2023, affiliates owned approximately 12.5 % 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 March 31, 2024 and December 31, 2023) an approximate 23.2 % and 23.3 % interest as of March 31, 2024 and December 31, 2023, respectively.

As of December 31, 2023, the Operating Partnership had a receivable from affiliates of $ 25.7 million related to the asset-backed securitization certificates held by AMH, which was included in amounts due from affiliates on the Operating Partnership’s condensed consolidated balance sheets.

During the three months ended March 31, 2024, the Operating Partnership paid off the outstanding principal on the AMH 2014-SFR2 securitization which resulted in the settlement of the receivable from affiliates.

Investments in Unconsolidated Joint Ventures for a description of related party transactions between the Company and its unconsolidated joint ventures.

Commitments and Contingencies

As of September 30, 2023, the Company had commitments to acquire 43 single-family properties through our National Builder Program and traditional acquisition channel for an aggregate purchase price of $ 10.5 million, as well as $ 112.3 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.

As of March 31, 2024, the Company had commitments to acquire 9 single-family properties through our National Builder Program for an aggregate purchase price of $ 2.1 million, as well as $ 66.0 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 September 30, 2023, the Company had sales in escrow for approximately 86 of our single-family properties and 188 of our land lots for aggregate selling prices of $ 57.9 million.

As of September 30, 2023, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $ 218.2 million.

As of March 31, 2024, the Company had sales in escrow for approximately 192 of our single-family properties and 168 of our land lots for an aggregate selling price of $ 76.1 million.

As of March 31, 2024, the Company, as a condition for entering into some of its development contracts, had outstanding surety bonds of approximately $ 220.4 million.

Legal Matters

5 unchanged sentences

Subsequent Acquisitions

From October 1, 2023 through October 27, 2023, the Company added 214 properties to its portfolio for a total cost of approximately $ 74.4 million, which included 205 newly constructed properties delivered through our AMH Development Program and nine properties acquired through our traditional acquisition channel.

From April 1, 2024 through April 26, 2024, the Company added 221 newly constructed properties to its portfolio through its AMH Development Program for a total cost of approximately $ 84.8 million.

Subsequent Dispositions

From October 1, 2023 through October 27, 2023, the Company disposed of 63 properties for aggregate net proceeds of approximately $ 18.4 million.

Revolving Credit Facility

From October 1, 2023 through October 31, 2023, the Company borrowed an additional $ 50.0 million under its revolving credit facility, resulting in $ 50.0 million of outstanding borrowings under its revolving credit facility as of October 31, 2023.

From April 1, 2024 through April 26, 2024, the Company disposed of 145 properties for aggregate net proceeds of approximately $ 45.7 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements