American Homes 4 Rent 10-Q

Item 1. Financial Statements American Homes 4 Rent Condensed Consolidated Balance Sheets (Amounts in thousands, except share data) March 31, 2024 December 31, 2023 (Unaudited) Assets Single-family properties: Land $ 2,248,041 $ 2,234,301 Buildings and improvements 10,775,882 10,651,388 Single-family properties in operation 13,023,923 12,885,689 Less: accumulated depreciation ( 2,806,637 ) ( 2,719,970 ) Single-family properties in operation, net 10,217,286 10,165,719 Single-family properties under development and development land 1,359,339 1,409,424 Single-family properties and land held for sale, net 229,431 182,082 Total real estate assets, net 11,806,056 11,757,225 Cash and cash equivalents 124,826 59,385 Restricted cash 158,465 162,476 Rent and other receivables 44,752 42,823 Escrow deposits, prepaid expenses and other assets 392,147 406,138 Investments in unconsolidated joint ventures 114,567 114,198 Asset-backed securitization certificates — 25,666 Goodwill 120,279 120,279 Total assets $ 12,761,092 $ 12,688,190 Liabilities Revolving credit facility $ — $ 90,000 Asset-backed securitizations, net 1,407,380 1,871,421 Unsecured senior notes, net 3,095,733 2,500,226 Accounts payable and accrued expenses 553,248 573,660 Total liabilities 5,056,361 5,035,307 Commitments and contingencies (see Note 15) Equity Shareholders’ equity: 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) 3,657 3,643 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) 6 6 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) 92 92 Additional paid-in capital 7,394,461 7,357,848 Accumulated deficit ( 381,508 ) ( 394,908 ) Accumulated other comprehensive income 721 843 Total shareholders’ equity 7,017,429 6,967,524 Noncontrolling interest 687,302 685,359 Total equity 7,704,731 7,652,883 Total liabilities and equity $ 12,761,092 $ 12,688,190 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 American Homes 4 Rent Condensed Consolidated Statements of Operations (Amounts in thousands, except share and per share data) (Unaudited) For the Three Months Ended March 31, 2024 2023 Rents and other single-family property revenues $ 423,555 $ 397,703 Expenses: Property operating expenses 155,927 147,068 Property management expenses 31,402 30,800 General and administrative expense 21,885 17,855 Interest expense 38,577 35,882 Acquisition and other transaction costs 3,324 5,076 Depreciation and amortization 115,726 112,717 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 Net income 128,095 137,699 Noncontrolling interest 15,320 16,748 Dividends on preferred shares 3,486 3,486 Net income attributable to common shareholders $ 109,289 $ 117,465 Weighted-average common shares outstanding: Basic 366,513,257 360,353,124 Diluted 366,972,293 360,674,370 Net income attributable to common shareholders per share: Basic $ 0.30 $ 0.33 Diluted $ 0.30 $ 0.32 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 American Homes 4 Rent Condensed Consolidated Statements of Comprehensive Income (Amounts in thousands) (Unaudited) For the Three Months Ended March 31, 2024 2023 Net income $ 128,095 $ 137,699 Other comprehensive loss: Cash flow hedging instruments: Reclassification adjustment for amortization of interest expense included in net income ( 141 ) ( 141 ) Other comprehensive loss ( 141 ) ( 141 ) Comprehensive income 127,954 137,558 Comprehensive income attributable to noncontrolling interests 15,301 16,727 Dividends on preferred shares 3,486 3,486 Comprehensive income attributable to common shareholders $ 109,167 $ 117,345 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 American Homes 4 Rent Condensed Consolidated Statements of Equity (Amounts in thousands, except share and per share data) (Unaudited) 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 — — — — — — 5,824 — — 5,824 — 5,824 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 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 4 American Homes 4 Rent Condensed Consolidated Statements of Equity (continued) (Amounts in thousands, except share and per share data) (Unaudited) 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, 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 Share-based compensation — — — — — — 9,925 — — 9,925 — 9,925 Common stock issued under share-based compensation plans, net of shares withheld for employee taxes 457,794 5 — — — — ( 6,518 ) — — ( 6,513 ) — ( 6,513 ) Issuance of Class A common shares, net of offering costs of $ 34 932,746 9 — — — — 33,206 — — 33,215 — 33,215 Distributions to equity holders: Preferred shares (Note 10) — — — — — — — ( 3,486 ) — ( 3,486 ) — ( 3,486 ) Noncontrolling interests — — — — — — — — — — ( 13,358 ) ( 13,358 ) Common shares ($ 0.26 per share) — — — — — — — ( 95,889 ) — ( 95,889 ) — ( 95,889 ) Net income — — — — — — — 112,775 — 112,775 15,320 128,095 Total other comprehensive loss — — — — — — — — ( 122 ) ( 122 ) ( 19 ) ( 141 ) 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. 5 American Homes 4 Rent Condensed Consolidated Statements of Cash Flows (Amounts in thousands) (Unaudited) For the Three Months Ended March 31, 2024 2023 Operating activities Net income $ 128,095 $ 137,699 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 115,726 112,717 Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 3,056 3,043 Noncash share-based compensation 9,925 5,824 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 ) Other changes in operating assets and liabilities: Rent and other receivables ( 1,929 ) ( 1,672 ) Prepaid expenses and other assets ( 7,325 ) 4,309 Deferred leasing costs ( 795 ) ( 808 ) Accounts payable and accrued expenses 22,918 23,926 Amounts due from related parties ( 828 ) 1,428 Net cash provided by operating activities 201,780 200,467 Investing activities Cash paid for single-family properties ( 4,483 ) ( 2,923 ) Change in escrow deposits for purchase of single-family properties 5,684 988 Net proceeds received from sales of single-family properties and other 156,102 184,510 Proceeds from notes receivable related to the sale of properties 130 24 Investment in unconsolidated joint ventures ( 1,116 ) — Distributions from joint ventures 113 10,943 Renovations to single-family properties ( 10,804 ) ( 8,735 ) Recurring and other capital expenditures for single-family properties ( 23,804 ) ( 31,705 ) Cash paid for development activity ( 209,477 ) ( 213,598 ) Proceeds from asset-backed securitization certificates 25,666 — Other investing activities ( 6,157 ) ( 12,416 ) Net cash used for investing activities ( 68,146 ) ( 72,912 ) Financing activities Proceeds from issuance of Class A common shares 33,249 298,372 Payments of Class A common share issuance costs ( 34 ) — Proceeds from issuances under share-based compensation plans 1,423 31 Payments related to tax withholding for share-based compensation ( 7,936 ) ( 3,773 ) Payments on asset-backed securitizations ( 466,145 ) ( 6,765 ) Payments on revolving credit facility ( 90,000 ) ( 130,000 ) Proceeds from unsecured senior notes, net of discount 599,358 — Payments related to liabilities to repurchase consolidated land not owned ( 24,182 ) — Distributions to noncontrolling interests ( 13,318 ) ( 11,248 ) Distributions to common shareholders ( 95,914 ) ( 79,831 ) Distributions to preferred shareholders ( 3,486 ) ( 3,486 ) Deferred financing costs paid ( 5,219 ) — Net cash (used for) provided by financing activities ( 72,204 ) 63,300 Net increase in cash, cash equivalents and restricted cash 61,430 190,855 Cash, cash equivalents and restricted cash, beginning of period (see Note 3) 221,861 217,960 Cash, cash equivalents and restricted cash, end of period (see Note 3) $ 283,291 $ 408,815 6 American Homes 4 Rent Condensed Consolidated Statements of Cash Flows (continued) (Amounts in thousands) (Unaudited) For the Three Months Ended March 31, 2024 2023 Supplemental cash flow information Cash payments for interest, net of amounts capitalized $ ( 38,389 ) $ ( 39,770 ) Supplemental schedule of noncash investing and financing activities Accrued property renovations and development expenditures $ 75,819 $ 71,110 Transfers of completed homebuilding deliveries to properties 185,123 108,792 Property and land contributions to unconsolidated joint ventures — ( 11,609 ) Accrued distributions to affiliates 1,223 551 Accrued distributions to non-affiliates 164 128 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 American Homes 4 Rent, L.P. Condensed Consolidated Balance Sheets (Amounts in thousands, except unit data) March 31, 2024 December 31, 2023 (Unaudited) Assets Single-family properties: Land $ 2,248,041 $ 2,234,301 Buildings and improvements 10,775,882 10,651,388 Single-family properties in operation 13,023,923 12,885,689 Less: accumulated depreciation ( 2,806,637 ) ( 2,719,970 ) Single-family properties in operation, net 10,217,286 10,165,719 Single-family properties under development and development land 1,359,339 1,409,424 Single-family properties and land held for sale, net 229,431 182,082 Total real estate assets, net 11,806,056 11,757,225 Cash and cash equivalents 124,826 59,385 Restricted cash 158,465 162,476 Rent and other receivables 44,752 42,823 Escrow deposits, prepaid expenses and other assets 392,147 406,138 Investments in unconsolidated joint ventures 114,567 114,198 Amounts due from affiliates — 25,666 Goodwill 120,279 120,279 Total assets $ 12,761,092 $ 12,688,190 Liabilities Revolving credit facility $ — $ 90,000 Asset-backed securitizations, net 1,407,380 1,871,421 Unsecured senior notes, net 3,095,733 2,500,226 Accounts payable and accrued expenses 553,248 573,660 Total liabilities 5,056,361 5,035,307 Commitments and contingencies (see Note 15) Capital Partners’ capital: General partner: 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 March 31, 2024 and December 31, 2023) 221,840 221,840 Limited partner: Common units ( 51,376,980 units issued and outstanding at March 31, 2024 and December 31, 2023) 687,202 685,240 Accumulated other comprehensive income 821 962 Total capital 7,704,731 7,652,883 Total liabilities and capital $ 12,761,092 $ 12,688,190 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 American Homes 4 Rent, L.P. Condensed Consolidated Statements of Operations (Amounts in thousands, except unit and per unit data) (Unaudited) For the Three Months Ended March 31, 2024 2023 Rents and other single-family property revenues $ 423,555 $ 397,703 Expenses: Property operating expenses 155,927 147,068 Property management expenses 31,402 30,800 General and administrative expense 21,885 17,855 Interest expense 38,577 35,882 Acquisition and other transaction costs 3,324 5,076 Depreciation and amortization 115,726 112,717 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 Net income 128,095 137,699 Preferred distributions 3,486 3,486 Net income attributable to common unitholders $ 124,609 $ 134,213 Weighted-average common units outstanding: Basic 417,890,237 411,730,104 Diluted 418,349,273 412,051,350 Net income attributable to common unitholders per unit: Basic $ 0.30 $ 0.33 Diluted $ 0.30 $ 0.32 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 American Homes 4 Rent, L.P. Condensed Consolidated Statements of Comprehensive Income (Amounts in thousands) (Unaudited) For the Three Months Ended March 31, 2024 2023 Net income $ 128,095 $ 137,699 Other comprehensive loss: Cash flow hedging instruments: Reclassification adjustment for amortization of interest expense included in net income ( 141 ) ( 141 ) Other comprehensive loss ( 141 ) ( 141 ) Comprehensive income 127,954 137,558 Preferred distributions 3,486 3,486 Comprehensive income attributable to common unitholders $ 124,468 $ 134,072 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 American Homes 4 Rent, L.P. Condensed Consolidated Statements of Capital (Amounts in thousands, except unit and per unit data) (Unaudited) General Partner Limited Partners Accumulated other comprehensive income Total capital Common capital Preferred capital amount Common 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 — 5,824 — — — — 5,824 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 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 11 American Homes 4 Rent, L.P. Condensed Consolidated Statements of Capital (continued) (Amounts in thousands, except unit and per unit data) (Unaudited) General Partner Limited Partners Accumulated other comprehensive income Total capital Common capital Preferred capital amount Common capital Number of units Amount Number of units Amount Balances at December 31, 2023 364,931,506 $ 6,744,841 $ 221,840 51,376,980 $ 685,240 $ 962 $ 7,652,883 Share-based compensation — 9,925 — — — — 9,925 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, net of offering costs of $ 34 932,746 33,215 — — — — 33,215 Distributions to capital holders: Preferred units (Note 10) — — ( 3,486 ) — — — ( 3,486 ) Common units ($ 0.26 per unit) — ( 95,889 ) — — ( 13,358 ) — ( 109,247 ) Net income — 109,289 3,486 — 15,320 — 128,095 Total other comprehensive loss — — — — — ( 141 ) ( 141 ) 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. 12 American Homes 4 Rent, L.P. Condensed Consolidated Statements of Cash Flows (Amounts in thousands) (Unaudited) For the Three Months Ended March 31, 2024 2023 Operating activities Net income $ 128,095 $ 137,699 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 115,726 112,717 Noncash amortization of deferred financing costs, debt discounts and cash flow hedging instruments 3,056 3,043 Noncash share-based compensation 9,925 5,824 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 ) Other changes in operating assets and liabilities: Rent and other receivables ( 1,929 ) ( 1,672 ) Prepaid expenses and other assets ( 7,325 ) 4,309 Deferred leasing costs ( 795 ) ( 808 ) Accounts payable and accrued expenses 22,918 23,926 Amounts due from related parties ( 828 ) 1,428 Net cash provided by operating activities 201,780 200,467 Investing activities Cash paid for single-family properties ( 4,483 ) ( 2,923 ) Change in escrow deposits for purchase of single-family properties 5,684 988 Net proceeds received from sales of single-family properties and other 156,102 184,510 Proceeds from notes receivable related to the sale of properties 130 24 Investment in unconsolidated joint ventures ( 1,116 ) — Distributions from joint ventures 113 10,943 Renovations to single-family properties ( 10,804 ) ( 8,735 ) Recurring and other capital expenditures for single-family properties ( 23,804 ) ( 31,705 ) Cash paid for development activity ( 209,477 ) ( 213,598 ) Proceeds from repayment of loan from affiliate 25,666 — Other investing activities ( 6,157 ) ( 12,416 ) Net cash used for investing activities ( 68,146 ) ( 72,912 ) Financing activities Proceeds from issuance of Class A common units 33,249 298,372 Payments of Class A common unit issuance costs ( 34 ) — Proceeds from issuances under share-based compensation plans 1,423 31 Payments related to tax withholding for share-based compensation ( 7,936 ) ( 3,773 ) Payments on asset-backed securitizations ( 466,145 ) ( 6,765 ) Payments on revolving credit facility ( 90,000 ) ( 130,000 ) Proceeds from unsecured senior notes, net of discount 599,358 — Payments related to liabilities to repurchase consolidated land not owned ( 24,182 ) — Distributions to common unitholders ( 109,232 ) ( 91,079 ) Distributions to preferred unitholders ( 3,486 ) ( 3,486 ) Deferred financing costs paid ( 5,219 ) — Net cash (used for) provided by financing activities ( 72,204 ) 63,300 Net increase in cash, cash equivalents and restricted cash 61,430 190,855 Cash, cash equivalents and restricted cash, beginning of period (see Note 3) 221,861 217,960 Cash, cash equivalents and restricted cash, end of period (see Note 3) $ 283,291 $ 408,815 13 American Homes 4 Rent, L.P. Condensed Consolidated Statements of Cash Flows (continued) (Amounts in thousands) (Unaudited) For the Three Months Ended March 31, 2024 2023 Supplemental cash flow information Cash payments for interest, net of amounts capitalized $ ( 38,389 ) $ ( 39,770 ) Supplemental schedule of noncash investing and financing activities Accrued property renovations and development expenditures $ 75,819 $ 71,110 Transfers of completed homebuilding deliveries to properties 185,123 108,792 Property and land contributions to unconsolidated joint ventures — ( 11,609 ) Accrued distributions to affiliates 1,223 551 Accrued distributions to non-affiliates 164 128 The accompanying notes are an integral part of these condensed consolidated financial statements. 14 American Homes 4 Rent American Homes 4 Rent, L.P. Notes to Unaudited Condensed 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 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. 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 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. Debt). 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 condensed consolidated financial statements are unaudited and 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”). Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Any references in this report to the number of properties is outside the scope of our independent registered public accounting firm’s review 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 statement of the condensed consolidated financial statements for the interim periods have been made. The operating results for interim periods are not necessarily indicative of results for other interim periods or the full year. The preparation of condensed 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 15 Principles of Consolidation The condensed 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 the ability to exercise significant influence but does not control are accounted for under the equity method of accounting as an investment in an unconsolidated entity and are included in investments in unconsolidated joint ventures within the condensed consolidated balance sheets. 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. 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 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 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. Note 3. Cash, Cash Equivalents and Restricted Cash 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. 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): March 31, December 31, 2024 2023 2023 2022 Cash and cash equivalents $ 124,826 $ 255,559 $ 59,385 $ 69,155 Restricted cash 158,465 153,256 162,476 148,805 Total cash, cash equivalents and restricted cash $ 283,291 $ 408,815 $ 221,861 $ 217,960 16 Note 4. Real Estate Assets, Net 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 Single-family properties leased, not yet occupied 89,206 54,481 Single-family properties in turnover process 275,613 370,856 Single-family properties recently renovated or developed 128,177 140,962 Single-family properties newly acquired and under renovation 1,616 3,999 Single-family properties in operation, net 10,217,286 10,165,719 Development land 531,641 563,718 Single-family properties under development 827,698 845,706 Single-family properties and land held for sale, net 229,431 182,082 Total real estate assets, net $ 11,806,056 $ 11,757,225 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. Note 5. 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 $ 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 March 31, 2024 (amounts in thousands): March 31, 2024 Remaining 2024 $ 662,763 2025 100,114 2026 4,636 2027 54 2028 54 Thereafter 14 Total $ 767,635 17 Note 6. Escrow Deposits, Prepaid Expenses and Other Assets 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 Operating lease right-of-use assets 15,748 16,623 Deferred costs and other intangibles, net 6,977 7,630 Notes receivable, net 925 1,053 Total $ 392,147 $ 406,138 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 March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 2024 December 31, 2023 Deferred leasing costs $ 2,817 $ 2,865 Deferred financing costs 22,491 22,491 25,308 25,356 Less: accumulated amortization ( 18,331 ) ( 17,726 ) 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 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. Debt). 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): Deferred Leasing Costs Deferred Financing Costs Total Remaining 2024 $ 1,293 $ 2,051 $ 3,344 2025 127 2,722 2,849 2026 — 784 784 Total $ 1,420 $ 5,557 $ 6,977 Note 7. Investments in 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. Equity in net income (losses) of unconsolidated joint ventures is included in other income and expense, net within the condensed consolidated statements of operations. 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 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”). 18 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 March 31, 2024 Completed Homes at March 31, 2024 Balances at March 31, 2024 Balances at December 31, 2023 Alaska JV 20 % 216 $ 15,243 $ 14,973 Institutional Investor JV 20 % 1,015 14,587 15,163 J.P. Morgan JV I 20 % 1,773 75,304 75,735 J.P. Morgan JV II 20 % — 9,433 8,327 3,004 $ 114,567 $ 114,198 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 $ 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, 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 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. 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 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. 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. 19 Note 8. 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 March 31, 2024 and December 31, 2023 (amounts in thousands): Outstanding Principal Balance Interest Rate (1) 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 AMH 2015-SFR1 securitization (2) 4.14 % April 9, 2045 500,843 502,299 AMH 2015-SFR2 securitization (3) 4.36 % October 9, 2045 435,103 436,297 Total asset-backed securitizations 1,411,186 1,877,158 2028 unsecured senior notes (4) 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 (5) 2.46 % July 15, 2031 450,000 450,000 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 2052 unsecured senior notes 4.30 % April 15, 2052 300,000 300,000 Revolving credit facility (6) 6.34 % April 15, 2026 — 90,000 Total debt 4,561,186 4,517,158 Unamortized discounts on unsecured senior notes ( 32,832 ) ( 32,981 ) Deferred financing costs, net (7) ( 25,241 ) ( 22,530 ) Total debt per balance sheet $ 4,503,113 $ 4,461,647 (1) Interest rates are rounded and as of March 31, 2024. Unless otherwise stated, interest rates are fixed percentages. (2) 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 %. (3) 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 %. (4) The stated interest rate on the 2028 unsecured senior notes is 4.25 %, which was hedged to yield an interest rate of 4.08 %. (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 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 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. See Note 14. 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 20 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 March 31, 2024 (amounts in thousands): Debt Maturities Remaining 2024 $ 482,967 2025 10,302 2026 10,302 2027 10,302 2028 510,302 Thereafter 3,537,011 Total debt $ 4,561,186 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 months ended March 31, 2024 and 2023 (amounts in thousands): For the Three Months Ended March 31, 2024 2023 Gross interest cost $ 52,799 $ 48,970 Capitalized interest ( 14,222 ) ( 13,088 ) Interest expense $ 38,577 $ 35,882 Note 9. Accounts Payable and Accrued Expenses 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 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 Prepaid rent 31,715 30,320 Operating lease liabilities 17,394 18,288 Accounts payable 305 36,056 Other accrued liabilities 52,594 67,695 Total $ 553,248 $ 573,660 Note 10. 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. 21 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 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 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 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 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 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 22 Distributions The Company’s board of trustees declared the following distributions during the respective quarters. 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 Three Months Ended Security March 31, 2024 March 31, 2023 Class A and Class B common shares $ 0.26 $ 0.22 5.875 % Series G perpetual preferred shares 0.37 0.37 6.250 % Series H perpetual preferred shares 0.39 0.39 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 12.2 %, 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 %, 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. Note 11. Share-Based Compensation 2021 Equity Incentive Plan 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 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”). 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. 23 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 March 31, 2024 2023 Options outstanding at beginning of period 522,675 730,550 Granted — — Exercised ( 88,375 ) ( 1,875 ) Forfeited — — Options outstanding at end of period 434,300 728,675 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 three months ended March 31, 2024 and 2023: For the Three Months Ended March 31, 2024 2023 RSUs outstanding at beginning of period 1,090,522 1,024,722 Granted 633,523 447,364 Vested ( 428,812 ) ( 374,956 ) Forfeited ( 4,493 ) ( 12,543 ) 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 three months ended March 31, 2024 and 2023: For the Three Months Ended March 31, 2024 2023 PSUs outstanding at beginning of period (1) 520,219 294,423 Granted (1) 254,157 227,033 Adjustment for performance achievement (2) 75,109 — Vested ( 167,428 ) — Forfeited (1) — ( 693 ) 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 Three Months Ended March 31, 2024 2023 Expected term (years) 3.0 3.0 Dividend yield 2.44 % 2.09 % Estimated volatility (1) 23.83 % 27.45 % Risk-free interest rate 4.19 % 4.16 % (1) Estimated volatility for the performance period is based on 50 % historical volatility and 50 % implied volatility. 2021 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) 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 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. 24 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 three months ended March 31, 2024 and 2023 (amounts in thousands): For the Three Months Ended March 31, 2024 2023 General and administrative expense $ 6,839 $ 3,743 Property management expenses 1,444 1,066 Acquisition and other transaction costs 1,642 1,015 Total noncash share-based compensation expense $ 9,925 $ 5,824 Note 12. 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 three months ended March 31, 2024 and 2023 (amounts in thousands, except share and per share data): For the Three Months Ended March 31, 2024 2023 Numerator: Net income $ 128,095 $ 137,699 Less: Noncontrolling interest 15,320 16,748 Dividends on preferred shares 3,486 3,486 Allocation to participating securities (1) 379 328 Numerator for income per common share–basic and diluted $ 108,910 $ 117,137 Denominator: Weighted-average common shares outstanding–basic 366,513,257 360,353,124 Effect of dilutive securities: Share-based compensation plan and forward sale equity contract (2) 459,036 321,246 Weighted-average common shares outstanding–diluted (3) 366,972,293 360,674,370 Net income per common share: Basic $ 0.30 $ 0.33 Diluted $ 0.30 $ 0.32 (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 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) 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 condensed 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. 25 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 months ended March 31, 2024 and 2023 (amounts in thousands, except unit and per unit data): For the Three Months Ended March 31, 2024 2023 Numerator: Net income $ 128,095 $ 137,699 Less: Preferred distributions 3,486 3,486 Allocation to participating securities (1) 379 328 Numerator for income per common unit–basic and diluted $ 124,230 $ 133,885 Denominator: Weighted-average common units outstanding–basic 417,890,237 411,730,104 Effect of dilutive securities: Share-based compensation plan and forward sale equity contract (2) 459,036 321,246 Weighted-average common units outstanding–diluted 418,349,273 412,051,350 Net income per common unit: Basic $ 0.30 $ 0.33 Diluted $ 0.30 $ 0.32 (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 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). Note 13. 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 8. 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. 26 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 AMH 2014-SFR2 securitization $ — $ — $ 460,507 $ 463,237 AMH 2014-SFR3 securitization 474,351 477,149 475,854 478,833 AMH 2015-SFR1 securitization 499,594 502,352 500,713 503,668 AMH 2015-SFR2 securitization 433,435 436,712 434,347 437,508 Total asset-backed securitizations 1,407,380 1,416,213 1,871,421 1,883,246 2028 unsecured senior notes, net 496,943 480,425 496,745 486,875 2029 unsecured senior notes, net 397,248 392,600 397,107 396,956 2031 unsecured senior notes, net 442,431 366,399 442,172 371,817 2032 unsecured senior notes, net 584,018 527,580 583,521 539,304 2034 unsecured senior notes, net 594,239 596,826 — — 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 Revolving credit facility — — 90,000 90,000 Total debt $ 4,503,113 $ 4,215,889 $ 4,461,647 $ 4,219,737 Note 14. Related Party Transactions 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. See Note 8. Debt. See Note 7. Investments in Unconsolidated Joint Ventures for a description of related party transactions between the Company and its unconsolidated joint ventures. Note 15. Commitments and Contingencies 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 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 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. 27 Note 16. Subsequent Events Subsequent Acquisitions 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 April 1, 2024 through April 26, 2024, the Company disposed of 145 properties for aggregate net proceeds of approximately $ 45.7 million. 28