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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-22 · 351 added, 435 removed, 1295 unchanged (38% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its goals under all potential future conditions.

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Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company;

(2) provide reasonable assurance that transaction are recorded as necessary to permit preparation of consolidated financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the consolidated financial statements.

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Our management with the participation of our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022.

This evaluation was based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

This evaluation was

based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2022 to accomplish their objectives at the reasonable assurance level.

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4.6 First Supplemental Indenture, dated as of August 6, 2021 among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S.

Bank National Association, as trustee incl u ding the form of 2.000% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on August 6, 2021).

Bank National Association, as trustee including the form of 2.000% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on August 6, 2021).

4.7 Second Supplemental Indenture, dated as of November 5, 2021, among the Issuer, the Guarantors and the Trustee, including the form of 2.300% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021).

4.8 Third Supplemental Indenture, dated as of November 5, 2021, among the Issuer, the Guarantors and the Trustee, including the form of 2.700% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021).

4.9 Fourth Supplemental Indenture, dated as of April 5, 2022, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as trustee, including the form of 4.150% Senior Notes due 2032 (incorporated by reference to Exhibit 4.

2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on April 5, 2022).

Exhibit number

10.1 Note Purchase Agreement, dated May 25, 2021, among Invitation Homes Operating Partnership LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on May 26, 2021).

Exhibit number

10.2 Form of Invitation Homes Operating Partnership LP 2.46% Senior Note, Series A, due May 25, 2028 (included as a part of Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

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10.4 Parent Guaranty Agreement dated as of September 17, 2021 re:

2.46% Senior Notes, Series A, due May 25, 2028 and 3.18% Senior Notes, Series B, due May 25, 2036 of Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on October 28, 2021).

10.5 Parent Guaranty dated as of September 17, 2021 by Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC for the benefit of Bank of America, N.A., in its capacity as the administrative agent for the Lenders under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, for the benefit of itself and such Lenders (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on October 28, 2021).

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1-38004) filed on December 9, 2020).

10.10 Term Loan Agreement, dated as of June 22, 2022, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on June 22, 2022).

10.11 Loan Agreement, dated as of April 28, 2017, between IH 2017-1 Borrower, LP, as Borrower, and Wells Fargo Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

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1-38004) filed on November 9, 2017).

Exhibit number

10.13 Loan Agreement, dated as of February 8, 2018, between IH 2018-1 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 12, 2018).

Exhibit number

10.14 Loan Agreement, dated as of May 8, 2018, between IH 2018-2 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

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333-215452) filed on January 6, 2017).

10.23 Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc.

and Ernest Freedman (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on August 14, 2017).

10.24 Letter Agreement, dated August 9, 2017 by and between Invitation Homes Inc.

and Dallas Tanner (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on August 14, 2017).

10.25 Form of Award Notice and Restricted Stock Unit Agreement for Mr.

Freedman (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-11 (No.

333-215452) filed on January 23, 2017).

10.26 Form of Award Notice and Restricted Stock Unit Agreement for Mr.

Tanner (Supplemental Bonus Award) (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-11 (No.

333-215452) filed on January 23, 2017).

Exhibit number

10.24 Form of Award Notice and Restricted Stock Unit Agreement for Non-Employee Directors (General Form) (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-11 (No.

333-215452) filed on January 23, 2017).

10.28 Form of Award Notice and Restricted Stock Unit Agreement (2017 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on June 29, 2017).

10.29 Form of Award Notice and Restricted Stock Unit Agreement (Retention Award - Messrs.

Freedman and Tanner) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on June 29, 2017).

10.25 Form of Award Notice and Restricted Stock Unit Agreement (2019 LTIP Equity Award) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on August 10, 2018).

10.31 Form of Award Notice and Restricted Stock Unit Agreement (2019 LTIP Equity Award) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on May 7, 2019).

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1-38004) filed on July 31, 2019).

10.33 Form of Award Notice and Restricted Stock Unit Agreement (2018 Supplemental Bonus Award) (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No.

1-38004) filed March 29, 2018).

Exhibit number

10.27 Invitation Homes Inc.

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1-38004) filed on March 4, 2021).†

10.30 Form of Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on April 28, 2022) .†

10.31 Form of Award Notice and Restricted Stock Unit Agreement (2022 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 28, 2022).

10.32 Executive Transition Services Agreement dated February 1, 2023, between Ernest M.

Freedman and Invitation Homes Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 1, 2023) .

21.1 Subsidiaries of the Registrant.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

Exhibit number

32.2 Certificate of Ernest M.

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Exhibit number

104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† This document has been identified as a management contract or compensatory plan or arrangement.

Certain agreements and other documents filed as exhibits to this Quarterly Report on Form 10-Q contain representations and warranties that the parties thereto made to each other.

Certain agreements and other documents filed as exhibits to this Annual Report on Form 10-K contain representations and warranties that the parties thereto made to each other.

These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents.

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We have audited the accompanying consolidated balance sheets of Invitation Homes Inc.

and subsidiaries (the “Company”) as of December 31 , 2021 and 2020, the related consolidated statements of operations, other comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31 , 2021 , and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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Investments in single-family residential properties:

$ 4,737,938 $ 4,539,796

Land $ 4,800,110 $ 4,737,938

Building and improvements 15,900,825 15,270,443

20,700,935 20,008,381

20,008,381 18,801,750

accumulated depreciation ( 3,670,561 ) ( 3,073,059 )

( 3,073,059 ) ( 2,513,057 )

Investments in single-family residential properties, net 17,030,374 16,935,322

16,935,322 16,288,693

Cash and cash equivalents 262,870 610,166

610,166 213,422

Restricted cash 191,057 208,692

208,692 198,346

258,207 258,207

Goodwill 258,207 258,207

Investments in unconsolidated joint ventures 280,571 130,395

Other assets, net 513,629 395,064

395,064 478,287

Total assets $ 18,536,708 $ 18,537,846

Mortgage loans, net $ 1,645,795 $ 3,055,853

$ 3,055,853 $ 4,820,098

Secured term loan, net 401,530 401,313

401,313 401,095

Unsecured notes, net 2,518,185 1,921,974

Term loan facility, net

2,478,122 2,470,907

Term loan facilities, net 3,203,567 2,478,122

Revolving facility — —

Convertible senior notes, net — 141,397

141,397 339,404

Accounts payable and accrued expenses 198,423 193,633

193,633 149,299

Resident security deposits 175,552 165,167

165,167 157,936

Other liabilities 70,025 341,583

341,583 611,410

Total liabilities 8,213,077 8,699,042

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Additional paid-in capital 11,138,463 10,873,539

10,873,539 9,707,258

Accumulated deficit ( 951,220 ) ( 794,869 )

( 794,869 ) ( 661,162 )

Accumulated other comprehensive loss

( 286,938 ) ( 546,942 )

Accumulated other comprehensive income (loss) 97,985 ( 286,938 )

Total stockholders' equity 10,291,342 9,797,742

9,797,742 8,504,825

Non-controlling interests 32,289 41,062

41,062 51,248

Total equity 10,323,631 9,838,804

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Rental revenues and other property income $ 2,226,641 $ 1,991,722 $ 1,822,828

Joint venture management fees 4,893 — —

Management fee revenues 11,480 4,893 —

Total revenues 2,238,121 1,996,615 1,822,828

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Gain on sale of property, net of tax 90,699 60,008 54,594

Income (loss) from investments in unconsolidated joint ventures ( 1,546 ) — —

Losses from investments in unconsolidated joint ventures ( 9,606 ) ( 1,546 ) —

Net income 384,799 262,776 197,449

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Unrealized gains (losses) on interest rate swaps 327,323 113,394 ( 388,466 )

(Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive loss 148,742 116,549 ( 20,763 )

Losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss) 59,103 148,742 116,549

Other comprehensive income (loss) 386,426 262,136 ( 271,917 )

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Number of Shares Amount Additional

Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Non-Controlling Interests Total Equity

Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-Controlling Interests Total Equity

Balance as of December 31, 2019 541,642,725 $ 5,416 $ 9,010,194 $ ( 524,588 ) $ ( 276,600 ) $ 8,214,422 $ 51,656 $ 8,266,078

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Issuance of common stock — settlement of RSUs, net of tax 386,717 4 ( 4,431 ) — — ( 4,427 ) — ( 4,427 )

Issuance of common stock — settlement of 2019 Convertible Notes 12,553,864 126 229,818 — — 229,944 — 229,944

Issuance of common stock, net 25,088,224 251 686,472 — — 686,723 — 686,723

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Total other comprehensive loss — — — — ( 270,342 ) ( 270,342 ) ( 1,575 ) ( 271,917 )

Redemption of OP Units for common stock 5,573,293 55 87,120 — ( 2,280 ) 84,895 ( 84,895 ) —

Balance as of December 31, 2020 567,117,666 5,671 9,707,258 ( 661,162 ) ( 546,942 ) 8,504,825 51,248 8,556,073

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Issuance of common stock — settlement of RSUs, net of tax 675,870 7 ( 9,418 ) — — ( 9,411 ) — ( 9,411 )

Issuance of common stock — settlement of 2022 Convertible Notes 8,943,374 89 203,420 — — 203,509 — 203,509

Issuance of common stock, net 23,383,528 234 933,556 — — 933,790 — 933,790

Share-based compensation expense — — 25,066 — — 25,066 2,104 27,170

Total other comprehensive loss — — — — ( 270,342 ) ( 270,342 ) ( 1,575 ) ( 271,917 )

Total other comprehensive income — — — — 260,553 260,553 1,583 262,136

Redemption of OP Units for common stock 925,000 9 13,657 — ( 549 ) 13,117 ( 13,117 ) —

Balance as of December 31, 2021 601,045,438 6,010 10,873,539 ( 794,869 ) ( 286,938 ) 9,797,742 41,062 9,838,804

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Share-based compensation expense 28,962 27,170 17,090

Amortization of deferred leasing costs 10,746 11,733 10,621

Amortization of deferred financing costs 15,014 13,126 25,828

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Change in fair value of derivative instruments 9,486 14,660 9,129

(Income) loss from investments in unconsolidated joint ventures, net of operating distributions 1,982 — —

Losses from investments in unconsolidated joint ventures, net of operating distributions 11,433 1,982 —

Other non-cash amounts included in net income 30,963 14,744 15,021

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Other investing activities ( 38,539 ) ( 20,843 ) ( 2,188 )

Net cash (used in) provided by investing activities ( 1,159,558 ) ( 425,156 ) 102,226

Net cash used in investing activities ( 814,413 ) ( 1,159,558 ) ( 425,156 )

Financing Activities:

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Payments on mortgage loans ( 1,412,249 ) ( 1,766,865 ) ( 1,434,626 )

Proceeds from secured term loan — — 403,464

Payments on secured term loan — — ( 101 )

1 unchanged sentence

Proceeds from term loan facility 725,000 — 2,500,000

Payments on term loan facility — — ( 1,500,000 )

INVITATION HOMES INC.

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2022 2021 2020

Payments on term loan facility — ( 1,500,000 ) —

Proceeds from revolving facility 130,000 400,000 320,000

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Net settlement of 2022 Convertible Notes in shares of common stock 141,219 203,509 —

Net settlement of 2022 Convertible Notes in shares of common stock 203,509 — —

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

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Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission.

These consolidated financial statements include the accounts of INVH and its consolidated subsidiaries.

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Distributions of operating profit from the joint ventures are reported as part of operating activities while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities on our consolidated statements of cash flows.

Non-controlling interests represent the OP Units not owned by INVH, including any vested OP Units granted in connection with certain share-based compensation awards.

When events or circumstances indicate that our investments in unconsolidated joint ventures may not be recoverable, we assess the investments for and recognize other-than-temporary impairment.

Non-controlling interests represent the OP Units not owned by INVH, including any OP Units resulting from vesting and conversion of units granted in connection with certain share-based compensation awards.

Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020 include an allocation of the net income attributable to the non-controlling interest holders.

OP Units and vested OP Units granted in connection with share-based compensation awards are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.

OP Units are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.

Significant Risks and Uncertainties

One of the most significant risks and uncertainties to our financial condition and results of operations continues to be the adverse effect of the ongoing pandemic resulting from the coronavirus, or COVID-19, and its variants on our residents, associates, and suppliers.

As such, we continue to closely monitor the impact of the pandemic on all aspects of our business and actively manage our response thereto in collaboration with our residents and business partners.

The ongoing COVID-19 outbreak in the United States has led entities directed by, or notionally affiliated with, the federal government as well as certain states, counties, and cities, including those in which we own properties and where our principal places of business are located, to impose ongoing measures in response to the COVID-19 pandemic, including temporary eviction moratoriums if certain criteria are met by residents, deferral of missed rent payments without incurring late fees, and restrictions on rent increases.

We cannot predict if states, municipalities, local, and/or national authorities will renew, extend, or expand existing restrictions, if additional states or municipalities will implement similar restrictions, or when restrictions currently in place will expire.

We believe that we are in material compliance with applicable federal, state, and local laws, regulations, ordinances, and restrictions regarding evictions, collections, rent increases, and late fees as appropriate.

While none of the current and previous restrictions have materially impacted our ability to provide services to our residents or homes, additional or modified measures may negatively impact our ability to access our homes, complete service requests, or make our homes ready for new residents.

Since the outbreak commenced, a number of our residents have requested rent deferral and/or late fee relief, and components of our rental revenues and other property income have been impacted by the pandemic.

We continue to work with residents experiencing financial hardship to find solutions that keep them in their homes.

This includes continuing to provide residents with information about rental assistance programs for which they may be eligible, application instructions, necessary documentation, and owner requirements.

The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations, and cash flows in the near term due to, but not limited to, the following:

(1) our residents experiencing unemployment, deteriorating financial conditions, and declines in household income that impact their ability to fully meet their obligations to us, resulting in increases in uncollectible revenues and thus reductions in rental revenues and other property income;

(2) governmental regulations, restrictions, and moratoriums that negatively impact our ability to charge and collect rental revenues and other property income or impose restrictions on our ability to provide services to our residents or homes;

(3) negative financial impact of the pandemic that could impact our ability to access funds available under our Revolving Facility (as defined in Note 7) or affect future compliance with financial covenants of our Credit Facility (as defined in Note 7) and other debt agreements;

(4) weaker economic conditions and a general decline in business activity that could adversely affect (i) our ability to acquire or dispose of single-family homes and (ii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill;

and (5) our associates continuing to face COVID-19 health risks, workforce turnover, and remote work arrangements that could adversely impact our business and operating results.

Additionally, COVID-19 and related containment measures may also continue to interfere with the ability of our suppliers and other business partners to carry out their assigned tasks or supply materials or services at ordinary levels of

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

performance relative to the conduct of our business.

We have continued to see a prolonged impact of the pandemic on our industry and business, with increased challenges for our residents.

In March 2021, the American Rescue Plan Act (the “ARPA”), a $1.9 trillion COVID-19 relief package authorizing additional federal spending and an increase in anti-poverty programs to help millions of families still struggling amid the pandemic, was signed into law.

The ARPA included nearly $50 billion in housing and homelessness resources and provides over $27 billion for rental assistance.

We continue to examine the impacts that the ARPA, as well as any future economic relief legislation, may have on our business.

It is uncertain if the ARPA’s housing and rental assistance resources will enable longer term housing stability for some of our residents and/or reduce rent receivable balances accrued during the pandemic.

We also cannot predict if the federal government, states, or local authorities will continue to offer assistance programs or if such programs will be available to our residents (and if they are available, if our residents will take advantage of them).

The extent to which the ongoing COVID-19 pandemic ultimately impacts our operations depends on ongoing developments, which remain highly uncertain and cannot be predicted with confidence, including the scope, duration, and severity of COVID-19 and its variants, the extent and duration of actions taken to contain the pandemic or mitigate its impact, the availability, distribution, acceptance, and efficacy of vaccines and therapeutic drugs, the proliferation of variants, and the direct and indirect economic effects of the pandemic, containment measures, monetary and/or fiscal policies implemented to provide support or relief to businesses and/or residents, and other government, regulatory, and/or legislative changes precipitated by the ongoing COVID-19 pandemic, among others.

While we have taken steps to mitigate the impact of the pandemic on our results of operations, there can be no assurance that these efforts will be successful.

Our financial condition and results of operations are subject to risks related to overall unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial markets, ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence.

These factors could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill.

High levels of inflation and interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent.

These factors, which include supply chain disruptions, labor shortages, and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods.

These estimates are inherently subjective in nature and actual results could differ from those estimates.

These estimates are inherently subjective in nature and actual results could differ materially from those estimates.

Investments in Single-Family Residential Properties

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We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased.

We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies, including renovation costs and other costs associated with activities that are directly related to preparing our properties for use as rental real estate.

Other costs include interest costs, property taxes, property insurance, utilities, HOA fees, and a portion of the salaries and benefits of the Manager’s employees who are directly responsible for the execution of our stabilization activities.

The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.

We capitalize these costs as a component of our investment in each single-family residential property, using

INVITATION HOMES INC.

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(dollar amounts in thousands)

specific identification and relative allocation methodologies, including renovation costs and other costs associated with activities that are directly related to preparing our properties for use as rental real estate.

Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, and we capitalize expenditures that improve or extend the life of a home, a portion of the salaries and benefits of the Manager’s employees who are directly responsible for such improvements, and for certain furniture and fixtures additions.

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Costs capitalized in connection with single-family residential property acquisitions, stabilization activities, and on an ongoing basis are depreciated over their estimated useful lives on a straight-line basis.

Based on a periodic review of the useful lives of the components of our buildings and improvements, we extended the weighted average useful lives range for depreciation thereof from 7 to 28.5 years to 7 to 32 years.

This change was implemented for additions to our single-family residential properties placed in service after December 31, 2021.

The depreciation period commences upon the completion of stabilization-related activities or upon the completion of improvements made on an ongoing basis.

For those costs capitalized in connection with residential property acquisitions and stabilization activities and those capitalized on an ongoing basis, the weighted average useful lives range from 7 years to 28.5 years.

• Provisions for Impairment:

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(ii) the property is immediately available for sale in its present condition;

(iii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been initiated;

(iii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(iv) the sale of a property is probable within one year (generally determined based upon listing for sale);

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To the extent that these factors are all present, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets.

As of December 31, 2021

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

and 2020, we classified $ 20,022 and $ 44,163 , respectively, as held for sale assets in our consolidated balance sheets (see Note 6).

As of December 31, 2022 and 2021, we classified $ 29,842 and $ 20,022 , respectively, as held for sale assets in our consolidated balance sheets (see Note 6).

Cash and Cash Equivalents

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Investments without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investment in the same issuer.

Unrealized gains and losses are included in other, net in the consolidated statements of operations.

Any such unrealized gains and losses and impairments are included in gains (losses) on investments in equity securities, net in the consolidated statements of operations.

Amounts Deposited and Held by Others

Amounts deposited and held by others consist of earnest money deposits for the acquisition of single-family residential properties, including deposits made to homebuilders, and amounts owed to us from title companies in connection with the disposition of homes.

These are presented within other assets, ne t on our consolidated balance sheets (see Note 6).

Deferred Financing Costs

1 unchanged sentence

Costs that are deferred for the procurement of such financing are presented either as an asset in other assets, net when associated with a revolving debt instrument and prior to funding of a loan or as a component of the liability for the related financing agreement.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Convertible Senior Notes

2 unchanged sentences

The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance.

We measure the fair value of the debt component of our convertible senior notes as of the issuance date based on our nonconvertible debt borrowing rate.

In connection with SWH merger, we assumed convertible senior notes that were recorded at their estimated fair value based on our nonconvertible debt borrowing rate as of the Merger Date (see Note 7).

The resulting discount from the outstanding principal balance of the convertible senior notes is being amortized using the effective interest rate method

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

over the periods to maturity.

Amortization of this discount is recorded as interest expense in the consolidated statement of operations for the years ended December 31, 2021 , 2020, and 2019.

We measured the fair value of the debt component of our convertible senior notes as of the issuance date based on our nonconvertible debt borrowing rate.

In connection with the SWH merger, we assumed convertible senior notes that were recorded at their estimated fair value based on our nonconvertible debt borrowing rate as of the Merger Date (see Note 7), and all remaining amounts outstanding pursuant to these debt instruments were fully converted into shares of our common stock during the year ended December 31, 2022.

The resulting discount from the outstanding principal balance of the convertible senior notes was amortized using the effective interest rate method over the periods to maturity.

Amortization of this discount was recorded as interest expense in the consolidated statement of operations for the years ended December 31, 2022, 2021, and 2020.

Revenue Recognition and Resident Receivables

5 unchanged sentences

Nonlease components include resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others.

The lease component is the predominant component in these arrangements, and as such, we recognize rental revenues and other property income in accordance with ASC 842 for the years ended December 31, 2021, 2020 and 2019.

The lease component is the predominant component in these arrangements, and as such, we recognize rental revenues and other property income in accordance with ASC 842.

Variable lease payments consist of resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others.

12 unchanged sentences

These office equipment leases are not material to our consolidated financial statements.

Deferred Leasing Costs

Costs associated with leasing our single-family residential properties, which consist primarily of commissions paid to third party leasing agents, are deferred in the period in which they are incurred as a component of deferred leasing costs and are subsequently amortized over the lease term.

Deferred leasing costs are included as a component of other assets, net within our consolidated balance sheets and their amortization is classified as property operating and maintenance within the consolidated statements of operations (see Note 6).

Costs incurred for the salaries and benefits of the Manager’s employees who perform leasing activities and in connection with leasing activities that do not result in the execution of a lease are expensed in the period incurred.

Goodwill incurred in connection with a business combination is not amortized as it has an indefinite life.

28 unchanged sentences

Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we have not elected to designate as hedges.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Pursuant to the terms of certain of our mortgage loans, we are required to maintain interest rate caps.

1 unchanged sentence

We have elected not to designate these interest cap agreements for hedge accounting (collectively, the “Non-Designated Hedges”).

We enter into interest rate swap agreements to hedge the risk arising from changes in our interest payments on variable-rate debt due to changes in the one-month London Interbank Offer Rate (“LIBOR”) (or a comparable or successor rate).

We have elected to account for our interest rate swap agreements as effective cash flow hedges (collectively, the “Designated Hedges”).

We assess the effectiveness of these interest rate swap

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

cash flow hedging relationships on an ongoing basis.

We assess the effectiveness of these interest rate swap cash flow hedging relationships on an ongoing basis.

The effect of these interest rate cap agreements and interest rate swap agreements is to reduce the variability of interest payments due to changes in LIBOR.

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We recognize the tax consequences associated with intercompany transfers between the REIT and TRS entities when the related assets affect our net income or loss, generally through depreciation, impairment losses, or sales to third party entities.

Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

Our federal and various state and local jurisdiction tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires.

The years open to examination range from 2016 to present.

INVITATION HOMES INC.

1 unchanged sentence

(dollar amounts in thousands)

Our federal and various state and local jurisdiction tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires.

The years open to examination range from 2019 to present.

Segment Reporting

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The CODM utilizes net operating income as the primary measure to evaluate performance of the total portfolio.

The aggregation of individual homes constitutes the total portfolio.

Decisions regarding acquisitions and dispositions of homes are made at the individual home level with a focus on accretive growth in high-growth locations where we have greater scale and density.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40 ) (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments and contracts in its own equity.

The guidance reduces the number of accounting models for convertible instruments, requires entities to use the “if-converted” method in EPS, and requires that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares.

The new standard will be effective for annual reporting periods beginning after December 15, 2021, and interim periods within that reporting period, with early adoption permitted beginning after December 15, 2020 and interim periods within that reporting period.

The only new application of ASU 2020-06 relates to our 2022 Convertible Notes (as defined in Note 7), and these notes mature on January 15, 2022.

As such, ASU 2020-06 will not materially affect our consolidated financial statements.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”), which provides the option for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on contract modifications and hedge accounting.

An example of such reform is the expected market transition from LIBOR and other interbank offered rates to alternative reference rates.

Entities that make this optional expedient election would not have to remeasure the contracts at the modification date or reassess the accounting treatment if certain criteria are met and would continue applying hedge accounting for relationships affected by reference rate reform.

ASU 2021-01 became effective upon issuance, and optional expedient elections can be made through December 31, 2022.

We are currently evaluating existing contracts and hedging relationships and the impact of adopting this ASU on our consolidated financial statements.

The guidance reduces the number of accounting models for convertible instruments, requires entities to use the “if-converted” method in diluted EPS, and requires that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares.

We adopted ASU 2020-06 as of January 1, 2022, and it did not have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):

Scope , which refines the scope of Topic 848 and clarifies some of its guidance.

ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met.

ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024 (as extended by the FASB in December 2022).

In certain cases, we have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

We have elected and may continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments.

Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation.

Although our existing variable rate debt and derivative agreements provide for a prescribed transition to an alternate rate (SOFR), we are engaging with each of the respective counterparties to modify the existing provisions to better align the application of the terms of these debt and derivative agreements with respect to the SOFR index.

We anticipate completing the transition to SOFR prior to the expiration of LIBOR on June 30, 2023.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 3— Investments in Single-Family Residential Properties

8 unchanged sentences

Investments in single-family residential properties, net $ 17,030,374 $ 16,935,322

As of December 31, 2021 and 2020, the carrying amount of the residential properties above includes $ 125,236 and $ 119,929 , respectively, of capitalized acquisition costs (excluding purchase price), along with $ 70,145 and $ 68,197 ,

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

respectively, of capitalized interest, $ 28,211 and $ 26,899 , respectively, of capitalized property taxes, $ 4,762 and $ 4,654 , respectively, of capitalized insurance, and $ 3,280 and $ 3,090 , respectively, of capitalized HOA fees.

As of December 31, 2022 and 2021, the carrying amount of the residential properties above includes $ 129,341 and $ 125,236 , respectively, of capitalized acquisition costs (excluding purchase price), along with $ 76,408 and $ 70,145 , respectively, of capitalized interest, $ 30,435 and $ 28,211 , respectively, of capitalized property taxes, $ 4,982 and $ 4,762 , respectively, of capitalized insurance, and $ 3,627 and $ 3,280 , respectively, of capitalized HOA fees.

During the years ended December 31, 2022, 2021, and 2020, we recognized $ 629,301 , $ 585,101 , and $ 546,419 , respectively, of depreciation expense related to the components of the properties, and $ 8,813 , $ 7,034 , and $ 6,111 , respectively, of depreciation and amortization related to corporate furniture and equipment.

6 unchanged sentences

Cash and cash equivalents $ 262,870 $ 610,166

$ 610,166 $ 213,422

Restricted cash 191,057 208,692

208,692 198,346

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows

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The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the mortgage loan and Secured Term Loan agreements and are to be released to us subject to certain conditions specified in the loan agreements being met.

To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours.

To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours.

The balances of our restricted cash accounts, as of December 31, 2022 and 2021, are set forth in the table below.

8 unchanged sentences

Total $ 191,057 $ 208,692

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 5— Investments In Unconsolidated Joint Ventures

4 unchanged sentences

2022 December 31, 2021

Rockpoint (1)

Pathway Property Company (1)

100.0 % 340 N/A $ 131,542 $ —

2020 Rockpoint JV (2)

20.0 % 2,610 2,004 70,103 54,579

10.0 % 488 522 46,151 52,791

Pathway Homes (3)

Pathway Operating Company (4)

15.0 % N/A N/A 22,011 23,025

2022 Rockpoint JV (5)

16.7 % 132 N/A 10,764 —

Total $ 280,571 $ 130,395

(1) Contains homes in markets within the Western United States, Southeast United States, Florida, and Texas.

(2) Contains homes primarily located in Arizona, California, and Nevada.

(3) As of December 31, 2021, represents an investment in Pathway Operating Company (defined below).

In October 2020, we entered into an agreement with Rockpoint Group, L.L.C.

(“Rockpoint”) to form a joint venture that will acquire homes in markets where we already own homes.

As of February 2021, the joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing.

As of December 31, 2021, our remaining equity commitment to the joint venture is $ 19,400 .

The administrative member of the Rockpoint joint venture is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions.

We earn property and asset management fees for the Rockpoint joint venture.

We acquired our interest in the joint venture with the Federal National Mortgage Association (“FNMA”) via the SWH merger.

The managing member of the FNMA joint venture is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to FNMA’s approval of major decisions.

We earn property and asset management fees for the FNMA joint venture.

In November 2021, we entered into agreements with Pathway Homes and its affiliates, among others, to form a joint venture that will provide unique opportunities for customers to identify and purchase a home whereby they are able to first lease and then purchase the home in the future.

As of December 31, 2021, we had fully funded our capital commitment to the operating company (“Pathway Operating Company”) which will provide the technology platform and asset management services for the entity that will own and lease the homes (“Pathway Property Company”).

(1) Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas.

(2) Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas.

(3) Owns homes within the Western United States.

(4) Represents an investment in an operating company that provides a technology platform and asset management services.

(5) Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas.

In November 2021, we entered into agreements with Pathway Homes and its affiliates, among others, to form a joint venture that will provide unique opportunities for customers to identify a home whereby they are able to first lease and then, if they choose, purchase the home in the future.

We have fully funded our capital commitment to the operating company (“Pathway Operating Company”) which provides the technology platform and asset management services for the entity that owns and leases the homes (“Pathway Property Company”).

Pathway Homes and its affiliates are responsible for the operations and management of Pathway Operating Company, and we do not have a controlling interest in Pathway Operating Company.

As of December 31, 2021, we have not made any investment in Pathway Property Company, and our remaining equity commitment is $ 225,000 .

Upon the acquisition of homes, a wholly owned subsidiary of INVH LP will provide property management and renovation oversight services for and earn fees from the homes owned by Pathway Property Company.

As of December 31, 2022, we have funded $ 136,700 to Pathway Property Company, and our remaining equity commitment is $ 88,300 .

A wholly owned subsidiary of INVH LP provides property management and renovation oversight services for and earns fees from Pathway Property Company.

As the asset manager, Pathway Operating Company is responsible for the operations and management of Pathway Property Company, and we do not have a controlling interest in Pathway Property Company.

For the year ended December 31, 2021, we recorded $ 1,546 of net losses from investments in unconsolidated joint ventures which is included in income (loss) from investments in unconsolidated joint ventures in the consolidated statements of operations.

For the years ended December 31, 2020 and 2019, we recorded $ 599 and $ 1,668 , respectively, of income from investments in unconsolidated joint ventures which is included in other, net in the consolidated statements of operations.

The fees earned from our joint ventures (as described above) are related party transactions.

For the year ended December 31, 2021, we earned $ 4,893 of management fees which are included in joint venture management fees in the consolidated statements of operations.

For the years ended December 31, 2020 and 2019, we earned $ 2,585 and $ 2,823 , respectively, of management fees which are included in other, net in the consolidated statements of operations.

INVITATION HOMES INC.

1 unchanged sentence

(dollar amounts in thousands)

In October 2020, we entered into an agreement with Rockpoint Group, L.L.C.

(“Rockpoint”) to form a joint venture that will acquire homes in markets where we already own homes (the “2020 Rockpoint JV”).

The joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing.

As of December 31, 2022, we have fully funded our capital commitment to the 2020 Rockpoint JV.

The administrative member of the 2020 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions.

We earn property and asset management fees from the 2020 Rockpoint JV.

We acquired our interest in the joint venture with the Federal National Mortgage Association (“FNMA”) via the SWH merger.

We earn property and asset management fees from the FNMA joint venture.

In March 2022, we entered into a second agreement with Rockpoint to form a joint venture that will acquire homes in premium locations and at higher price points relative to our other investments in single-family residential properties (the “2022 Rockpoint JV”).

As of December 31, 2022, we have funded $ 10,000 to the 2022 Rockpoint JV, and our remaining equity commitment is $ 40,000 .

The administrative member of the 2022 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions.

We earn property and asset management fees from the 2022 Rockpoint JV.

We recorded net losses from these investments for the years ended December 31, 2022 and 2021, totaling $ 9,606 and $ 1,546 , respectively, which are included in losses from investments in unconsolidated joint ventures in the consolidated statements of operations.

For the year ended December 31, 2020, we recorded $ 599 of income from investments in unconsolidated joint ventures which is included in other, net in the consolidated statements of operations.

The fees earned from our joint ventures (as described above) are related party transactions.

For the years ended December 31, 2022 and 2021, we earned $ 11,480 and $ 4,893 , respectively, of management fees which are included in management fee revenues in the consolidated statements of operations.

For the year ended December 31, 2020, we earned $ 2,585 of management fees which are included in other, net in the consolidated statements of operations.

Note 6— Other Assets

1 unchanged sentence

2022 December 31, 2021

Derivative instruments (Note 8) $ 119,193 $ 6

Amounts deposited and held by others (Note 14) 97,709 62,241

Investments in debt securities, net 86,980 157,173

Amounts deposited and held by others 62,241 2,852

Prepaid expenses 41,490 41,347

Rent and other receivables, net 54,091 37,473

Prepaid expenses 41,972 41,490

Held for sale assets (1)

29,842 20,022

ROU lease assets — operating and finance, net 16,975 21,705

Corporate fixed assets, net 24,484 16,595

Investments in equity securities 22,413 16,337

ROU lease assets — operating and finance, net 16,534 16,975

Deferred financing costs, net 5,850 8,751

Deferred leasing costs, net 5,837 7,631

Derivative instruments (Note 8) 6 1

Other 14,561 18,001

1 unchanged sentence

(1) As of December 31, 2022 and 2021, 131 and 80 properties, respectively, are classified as held for sale.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Investments in Debt Securities, net

1 unchanged sentence

These investments in debt securities are classified as held to maturity investments.

As of December 31, 2021, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature over the next one month to six years .

Amounts Deposited and Held by Others

Amounts deposited and held by others consists of earnest money deposits for the acquisition of single-family residential properties, including deposits made to homebuilders, and amounts owed to us for sold homes.

See Note 14 for additional information about commitments related to these deposits made to homebuilders.

Rent and Other Receivables

As of December 31, 2022, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature over the next one month to four years .

Rent and Other Receivables, net

We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months, provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements.

3 unchanged sentences

For th e years ended December 31, 2022, 2021, and 2020, rental revenues and other property income includes $ 139,829 , $ 118,016 , and $ 91,573 of variable lease payments, respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Future minimum rental revenues and other property income under leases existing on our single-family residential properties as of December 31, 2021 are as follows:

Future minimum rental revenues and other property income under leases on our single-family residential properties in place as of December 31, 2022 are as follows:

Year Lease Payments

2 unchanged sentences

Total $ 1,476,348

ROU Lease Assets — Operating and Finance, net

The following table presents supplemental information related to leases into which we have entered as a lessee as of December 31, 2021 and 2020:

December 31, 2021 December 31, 2020

Other assets $ 10,959 $ 6,016 $ 12,942 $ 8,763

Other liabilities (Note 14) 13,256 5,784 15,988 8,389

Weighted average remaining lease term 3.7 years 2.2 years 4.0 years 3.1 years

Weighted average discount rate 3.2 % 4.0 % 3.5 % 4.0 %

During the year ended December 31, 2020, we recorded $ 1,750 of impairment on one of our ROU lease assets in other, net in the consolidated statements of operations.

We did not record any impairment on our ROU lease assets for the years ended December 31, 2021 and 2019.

See Note 11 for additional information regarding this impairment.

Investments in Equity Securities

1 unchanged sentence

Investments with a readily determinable fair value are measured at fair value, and those without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer.

On January 5, 2023, we made a $ 30,000 investment in the preferred stock of a property services company (see Note 15).

As of December 31, 2022 and 2021, the values of our investments in equity securities are as follows:

2022 December 31, 2021

Investments with a readily determinable fair value $ 10,499 $ 46,339

Investments without a readily determinable fair value $ 21,500 $ 5,838

Investments with a readily determinable fair value 913 10,499

Total $ 22,413 $ 16,337

2 unchanged sentences

(dollar amounts in thousands)

The components of gains (losses) on investments in equity securities, net for the years ended December 31, 2021, 2020, and 2019 are as follows:

The components of gains (losses) on investments in equity securities, net as of years ended December 31, 2022, 2021, and 2020 are as follows:

For the Years Ended December 31,

4 unchanged sentences

Total $ ( 3,939 ) $ ( 9,420 ) $ 29,723

ROU Lease Assets — Operating and Finance, net

The following table presents supplemental information related to leases into which we have entered as a lessee as of December 31, 2022 and 2021:

December 31, 2022 December 31, 2021

Leases Finance

Leases Operating

Leases Finance

Other assets $ 12,862 $ 3,672 $ 10,959 $ 6,016

Other liabilities (Note 14) 14,925 3,483 13,256 5,784

Weighted average remaining lease term 3.0 years 1.4 years 3.7 years 2.2 years

Weighted average discount rate 3.3 % 4.0 % 3.2 % 4.0 %

Deferred Financing Costs, net

9 unchanged sentences

and (iv) general costs associated with our operations.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The following table sets forth a summary of our mortgage loan indebtedness as of December 31, 2022 and 2021:

Outstanding Principal

Date Maturity

Maturity Date

1 unchanged sentence

Range of Spreads (5)

2021 December 31, 2020

December 31, 2022 December 31, 2021

IH 2017-1 (6)

2027 4.23 % N/A $ 992,695 $ 993,703

IH 2017-2 (7)

2017 November 9,

2018 December 8,

2022 N/A N/A N/A — 568,495

IH 2018-1 (7)(8)

2018 March 9,

2022 March 9,

2025 0.98 % 76-131 bps 568,495 646,021

IH 2018-2 (7)

2025 1.15 % 95-133 bps 629,237 693,988

IH 2018-3 (7)

2025 1.22 % 105-135 bps 204,637 1,036,561

2022 N/A N/A N/A — 629,237

2018 April 8,

2022 N/A N/A N/A — 204,637

IH 2018-4 (7)(8)

2 unchanged sentences

2026 5.62 % 115 - 145 bps

661,029 669,548

Total Securitizations 1,653,724 3,065,620

deferred financing costs, net ( 7,929 ) ( 9,767 )

( 9,767 ) ( 12,035 )

Total $ 1,645,795 $ 3,055,853

(1) Outstanding principal balance is net of discounts and does not include deferred financing costs, net.

(2) Maturity date represents repayment date for mortgage loans which have been repaid in full prior to December 31, 2022.

For all other mortgage loans, the maturity dates above reflect all extension options that have been exercised.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(3) Represents the maturity date if we exercise each of the remaining one year extension options available, which are subject to certain conditions being met.

(3) Except for IH 2017-1, interest rates are based on a weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreements), plus applicable servicing fees;

as of December 31, 2021, LIBOR was 0.10 %.

(4) IH 2017-1 bears interest at a fixed rate of 4.23 % per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees.

For IH 2018-4, the interest rate is based on the weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreement), plus applicable servicing fees;

as of December 31, 2022, LIBOR was 4.39 %.

(5) Range of spreads is based on outstanding principal balances as of December 31, 2022.

(5) Outstanding principal balance is net of discounts and does not include deferred financing costs, net.

(6) Net of unamortized discount of $ 1,584 and $ 1,937 as of December 31, 2022 and 2021, respectively.

(7) The initial maturity term of each of these mortgage loans is two years , individually subject to three to five , one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe).

Our IH 2018-4 mortgage loan has exercised the first extension option, and our IH 2018-1, IH 2018-2, and IH 2018-3 mortgage loans have exercised the second extension option.

The maturity dates above reflect all extensions that have been exercised.

(8) On December 15, 2021, we submitted a notification to exercise an extension of the maturity date of the IH 2018-1 mortgage loan from March 9, 2022 to March 9, 2023.

(7) The initial maturity term of IH 2018-4 is two years , subject to five , one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe).

Our IH 2018-4 mortgage loan has exercised the second extension option.

The maturity date above reflects all extensions that have been exercised.

(8) On January 6, 2023, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2023 to January 9, 2024 was confirmed by the lender (see Note 15).

2 unchanged sentences

Except for IH 2017-1, each outstanding mortgage loan originally consisted of six floating rate components.

The two year initial terms are individually subject to three to five , one year extension options at the Borrower Entity’s discretion.

The two year initial terms are individually subject to five , one year extension options at the Borrower Entity’s discretion.

Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender.

2 unchanged sentences

Each mortgage loan is secured by a pledge of the equity in the assets of the respective Borrower Entities, as well as first-priority mortgages on the underlying properties and a grant of security interests in all of the related personal property.

As of December 31, 2021 and 2020, a total of 26,950 and 31,316 homes, respectively, with a gross book value of $ 6,043,652 and $ 6,888,308 , respectively, and a net book value of $ 4,922,037 and $ 5,761,551 , respectively, are pledged pursuant to the mortgage loans.

As of December 31, 2022 and 2021, a total of 10,712 and 26,950 homes, respectively, with a gross book value of $ 2,355,083 and $ 6,043,652 , respectively, and a net book value of $ 1,859,614 and $ 4,922,037 , respectively, are pledged pursuant to the

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

mortgage loans.

Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties.

8 unchanged sentences

These transactions had no effect on our consolidated financial statements other than with respect to Certificates we retained in connection with Securitizations or purchased at a later date.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The Trusts are structured as pass-through entities that receive interest payments from the Securitizations and distribute those payments to the holders of the Certificates.

9 unchanged sentences

The Class B certificates bear a stated annual interest rate of 4.23 %, including applicable servicing fees.

For IH 2017-2, IH 2018-1, IH 2018-2, IH 2018-3, and IH 2018-4, we retain 5 % of each class of certificates to meet the Risk Retention Rules.

For IH 2018-4, we retain 5 % of each class of certificates to meet the Risk Retention Rules.

These retained certificates accrue interest at a floating rate of LIBOR plus a spread ranging from 1.15 % to 1.45 %.

The retained certificates, net of discount, total $ 86,980 and $ 157,173 as of December 31, 2022 and 2021, respectively, and are classified as held to maturity investments and recorded in other assets, net on the consolidated balance sheets (see Note 6).

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Loan Covenants

8 unchanged sentences

For the years ended December 31, 2022, 2021, and 2020, we made voluntary and mandatory prepayments of $ 1,412,249 , $ 1,766,865 , and $ 1,434,626 , respectively, under the terms of the mortgage loan agreements.

During the years ended December 31, 2021, 2020, and 2019, prepayments included the full repayment of the IH 2017-2, SWH 2017-1, and CSH 2016-2 mortgage loans, respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

For the year ended December 31, 2022, prepayments included the full repayment of the IH 2018-1, IH 2018-2, and IH 2018-3 mortgage loans.

For the years ended December 31, 2021 and 2020, prepayments included the full repayments of IH 2017-2 and SWH 2017-1 mortgage loans, respectively.

Secured Term Loan

8 unchanged sentences

The following table sets forth a summary of our Secured Term Loan indebtedness as of December 31, 2022 and 2021:

Date Interest

2022 December 31, 2021

4 unchanged sentences

Secured Term Loan, net $ 401,530 $ 401,313

$ 401,313 $ 401,095

(1) The Secured Term Loan bears interest at a fixed rate of 3.59 % per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or a comparable or successor rate as provided for in our loan agreement), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement.

Interest payments are made monthly.

The Secured Term Loan’s collateral pool contains 3,334 and 3,332 homes as of December 31, 2021 and 2020, respectively, with a gross book value of $ 801,318 and $ 791,860 , respectively, and a net book value of $ 703,492 and $ 719,762 , respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The Secured Term Loan’s collateral pool contains 3,334 homes as of December 31, 2022 and 2021 with a gross book value of $ 813,543 and $ 801,318 , respectively, and a net book value of $ 688,625 and $ 703,492 , respectively.

2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to substitute properties representing up to 20 % of the collateral pool annually, and to substitute properties representing up to 100 % of the collateral pool over the life of the Secured Term Loan.

6 unchanged sentences

As of December 31, 2022, and through the date our consolidated financial statements were issued, we believe 2019-1 IH Borrower is in compliance with all affirmative and negative covenants for the Secured Term Loan.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Prepayments of the Secured Term Loan are generally not permitted unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in the loan agreement.

1 unchanged sentence

To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a yield maintenance premium if prepayment occurs before June 9, 2030.

No prepayments were made during the years ended December 31, 2022 and 2021.

For the year ended December 31, 2020, we made mandatory prepayments of $ 101 .

No such prepayments were made during the years ended December 31, 2021 and 2019.

Unsecured Notes

5 unchanged sentences

Interest on the Unsecured Notes is payable semi-annually in arrears.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The following table sets forth a summary of our Unsecured Notes as of December 31, 2022 and 2021:

2 unchanged sentences

2.00 % — 4.15 %

$ 2,538,066 $ 1,938,425

Deferred financing costs, net

( 19,881 ) ( 16,451 )

(1) Net of unamortized discount of $ 11,575 as of December 31, 2021.

Current Year Activity

The following activity occurred during the year ended December 31, 2021 with respect to the Unsecured Notes:

$ 2,518,185 $ 1,921,974

(1) Represents the range of contractual rates in place as of December 31, 2022.

(2) Net of unamortized discount of $ 11,934 and $ 11,575 as of December 31, 2022 and 2021.

See “Debt Maturities Schedule” for information about maturity dates for the Unsecured Notes.

Debt Issuances

The following activity occurred during the years ended December 31, 2022 and 2021 with respect to the Unsecured Notes.

No Unsecured Notes were issued during the year ended December 31, 2020.

• On May 25, 2021, in a private placement transaction, we issued (1) $ 150,000 aggregate principal amount of 2.46 % Senior Notes, Series A due May 25, 2028 and (2) $ 150,000 aggregate principal amount of 3.18 % Senior Notes, Series B which mature on May 25, 2036.

1 unchanged sentence

• On November 5, 2021, in a public offering under our existing shelf registration statement, we issued (1) $ 600,000 aggregate principal amount of 2.30 % Senior Notes which mature on November 15, 2028 and (2) $ 400,000 aggregate principal amount of 2.70 % Senior Notes which mature on January 15, 2034.

The Unsecured Notes are redeemable in whole at any time or in part from time to time, at our option, at a redemption price equal to (i) 100% of the principal amount to be redeemed plus accrued and unpaid interest and (ii) a make-whole premium calculated in accordance with the respective loan agreements if the redemption occurs more than one month prior to the maturity date.

• On April 5, 2022, in a public offering under our existing shelf registration statement, we issued $ 600,000 aggregate principal amount of 4.15 % Senior Notes which mature on April 15, 2032.

The privately placed Unsecured Notes require any prepayment to be an amount not less than 5% of the aggregate principal amount then outstanding.

If any of the Unsecured Notes issued publicly under our registration statement

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

are redeemed on or after a specified date that is either two or three months prior to the maturity date, the redemption price will not include a make-whole premium.

The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub, LLC (“IH Merger Sub”).

14 unchanged sentences

and (v) a minimum unsecured interest coverage ratio.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The Unsecured Notes contain customary events of default (subject in certain cases to specified cure periods), the occurrence of which would allow the holders of notes to take various actions, including the acceleration of amounts due under the Unsecured Notes.

As of December 31, 2022, and through the date our consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Unsecured Notes.

Term Loan Facility and Revolving Facility

Term Loan Facilities and Revolving Facility

On December 8, 2020, we entered into an Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”).

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The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2020 Term Loan Facility such that the aggregate amount does not exceed $ 4,000,000 at any time), subject to certain limitations.

The Credit Facility replaced a credit facility that consisted of a $ 1,000,000 revolving facility (the “2017 Revolving Facility”) and a $ 1,500,000 term loan facility (the “2017 Term Loan Facility” and together with the 2017 Revolving Facility, the “2017 Credit Facility”).

The terms and conditions of the Credit Facility are consistent with those of the 2017 Credit Facility unless otherwise noted below.

Proceeds from the Term Loan Facility were used to repay then-outstanding indebtedness, including the 2017 Term Loan Facility.

Proceeds from the Revolving Facility are used for general corporate purposes.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The following table sets forth a summary of the outstanding principal amounts under the Credit Facility as of December 31, 2021 and 2020, respectively:

On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (the “2022 Term Loan Facility”;

and together with the 2020 Term Loan Facility, the “Term Loan Facilities”).

The 2022 Term Loan Facility provided $ 725,000 of borrowing capacity, consisting of a $ 150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $ 575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022.

The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) mature on June 22, 2029.

The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $ 950,000 at any time, subject to certain limitations.

The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facilities as of December 31, 2022 and 2021:

Date Interest

Rate December 31,

2022 December 31, 2021

1 unchanged sentence

January 31, 2025 5.39 % $ 2,500,000 $ 2,500,000

2022 Term Loan Facility (3)

June 22, 2029 5.70 % 725,000 —

Total Term Loan Facilities 3,225,000 2,500,000

deferred financing costs, net ( 21,433 ) ( 21,878 )

( 21,878 ) ( 29,093 )

Term Loan Facility, net $ 2,478,122 $ 2,470,907

Term Loan Facilities, net $ 3,203,567 $ 2,478,122

Revolving Facility (1)(2)

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(2) If we exercise the two six month extension options, the maturity date will be January 31, 2026.

(3) Interest rate for the 2022 Term Loan Facility is based on SOFR adjusted for a 0.10 % credit spread adjustment (“Adjusted SOFR”), plus the applicable margin.

As of December 31, 2022, the applicable margin was 1.24 %, and Adjusted SOFR was 4.46 %.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Interest Rate and Fees

1 unchanged sentence

After obtaining the requisite rating on our non-credit enhanced, senior unsecured long term debt as defined in the Credit Facility agreement (the “Investment Grade Rating”), we elected to convert to a credit rating based pricing grid (the “Pricing Grid Conversion”) effective April 22, 2021.

The margins for the Term Loan Facility and Revolving Facility under the credit rating based pricing grid are as follows:

Base Rate Loans LIBOR Rate Loans

Term Loan Facility 0.00 % — 0.65 % 0.80 % — 1.65 %

Revolving Facility 0.00 % — 0.45 % 0.75 % — 1.45 %

Prior to the Pricing Grid Conversion, the margins were based on a total leverage based grid.

The margins for the Term Loan Facility, Revolving Facility, 2017 Term Loan Facility, and 2017 Revolving Facility under the total leverage based grid were as follows:

Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Adjusted SOFR for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, and (3) Adjusted SOFR for a one-month interest period plus 1.00 %.

The current margins for the Term Loan Facilities and the Revolving Facility are as follows:

Base Rate Loans LIBOR Rate Loans Adjusted SOFR Rate Loans

2020 Term Loan Facility 0.00 % — 0.65 % 0.80 % — 1.65 % N/A

2022 Term Loan Facility 0.15 % — 1.20 % N/A 1.15 % — 2.20 %

Revolving Facility 0.00 % — 0.45 % 0.75 % — 1.45 % N/A

The Revolving Facility and the 2022 Term Loan Facility include a sustainability component whereby pricing can improve upon our achievement of certain sustainability ratings, determined via an independent third party evaluation.

Prior to the Pricing Grid Conversion, the margins for the Credit Facility were based on a total leverage based grid.

The margins for the 2020 Term Loan Facility and Revolving Facility under the total leverage based grid were as follows:

Base Rate Loans LIBOR Rate Loans

1 unchanged sentence

Revolving Facility 0.50 % — 1.15 % 1.50 % — 2.15 %

2017 Term Loan Facility 0.70 % — 1.30 % 1.70 % — 2.30 %

2017 Revolving Facility 0.75 % — 1.30 % 1.75 % — 2.30 %

The Credit Facility also includes a sustainability component whereby the Revolving Facility pricing can improve upon the Company’s achievement of certain sustainability ratings, determined via an independent third party evaluation.

This sustainability feature was not included in the 2017 Revolving Facility.

In addition to paying interest on outstanding principal under the Credit Facility, we are required to pay a facility fee ranging from 0.10 % to 0.30 %.

In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees.

Under the Credit Facility, we are required to pay a facility fee ranging from 0.10 % to 0.30 %.

We are also required to pay customary letter of credit fees.

Prior to the Pricing Grid Conversion, instead of a facility fee, we were required to pay an unused facility fee to the lenders under the Revolving Facility and the 2017 Revolving Facility in respect of the unused commitments thereunder.

The unused facility fee rate was either 0.30 % or 0.20 % per annum for the Revolving Facility and 0.35 % or 0.20 % per annum for the 2017 Revolving Facility.

Prior to the Pricing Grid Conversion, instead of a facility fee, we were required to pay an unused facility fee to the lenders under the Revolving Facility in respect of the unused commitments thereunder.

The unused facility fee rate was either 0.30 % or 0.20 % per annum for the Revolving Facility.

Under the 2022 Term Loan Facility, we were required to pay an unused commitment fee to the lenders equal to the daily unused balance of the Delayed Draw Term Loan commitments at a rate of 0.20 % per annum prior to December 8, 2022 when the commitments were fully funded.

Prepayments and Amortization

No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility.

We are permitted to voluntarily repay amounts outstanding under the 2020 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans.

We are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility (a) on or prior to the first anniversary of the closing subject to a 2.0 % prepayment fee, (b) on or prior to the second anniversary of the closing subject to a 1.0 % prepayment fee, and (c) at any time thereafter without premium or penalty.

Once repaid, no further borrowings will be permitted under the Term Loan Facilities.

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1 unchanged sentence

(dollar amounts in thousands)

Prepayments and Amortization

No principal reductions are required under the Credit Facility.

We are permitted to voluntarily repay amounts outstanding under the Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans.

Once repaid, no further borrowings will be permitted under the Term Loan Facility.

Loan Covenants

The Credit Facility contains certain customary affirmative and negative covenants and events of default.

Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of the Subsidiary Guarantors (as defined below) and their respective subsidiaries to (i) engage in certain mergers, consolidations or liquidations, (ii) sell, lease or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.

The Credit Facility also requires us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, and (v) minimum unsecured interest coverage ratio.

Prior to obtaining an Investment Grade Rating, we were also required to maintain a maximum secured recourse leverage ratio.

If an event of default occurs, the lenders under the Credit Facility are entitled to take various actions, including the acceleration of amounts due under the Credit Facility.

As of December 31, 2021, and through the date our consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Credit Facility.

Guarantees and Security

The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default.

Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our subsidiaries to (i) engage in certain mergers, consolidations, or liquidations, (ii) sell, lease, or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.

The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unsecured interest coverage ratio, and (vi) maximum secured recourse.

If at any time we do not have an Investment Grade Rating, we will also be required to maintain a maximum secured recourse leverage ratio.

If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder.

As of December 31, 2022, and through the date our consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Credit Facility and the 2022 Term Loan Facility.

After we obtained the requisite Investment Grade Rating, our direct and indirect wholly owned subsidiaries that directly own unencumbered assets (the “Subsidiary Guarantors”) were released from their previous guarantee requirements under the Credit Facility (the “Investment Grade Release”) effective May 5, 2021.

1 unchanged sentence

On September 17, 2021, as a result of the execution of a parent guaranty agreement, the obligations under the Credit Facility became guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub.

Although the 2017 Credit Facility was secured, such security interests have been released and the Credit Facility is unsecured.

In connection with the 2022 Term Loan Facility, we entered into a similar parent guaranty agreement with INVH, the General Partner, and IH Merger Sub.

Convertible Senior Notes

In connection with the SWH merger, we assumed certain convertible senior notes.

In July 2014, SWH issued $ 230,000 in aggregate principal amount of 3.00 % convertible senior notes due 2019 (the “2019 Convertible Notes”).

Interest on the 2019 Convertible Notes was payable semiannually in arrears on January 1st and July 1st of each year.

The notes matured on July 1, 2019, and on that date we settled substantially all of the outstanding principal balance of the 2019 Convertible Notes with the issuance of 12,553,864 shares of our common stock.

In January 2017, SWH issued $ 345,000 in aggregate principal amount of 3.50 % convertible senior notes due 2022 (the “2022 Convertible Notes” and together with the 2019 Convertible Notes, the “Convertible Senior Notes”).

Interest on the 2022 Convertible Notes was payable semiannually in arrears on January 15th and July 15th of each year.

Effective July 15, 2021, we notified note holders of our intent to settle conversions of the 2022 Convertible Notes in shares of common stock.

During the year ended December 31, 2021, we settled $ 203,510 of principal balance outstanding of the 2022 Convertible Notes with the issuance of 8,943,374 shares of our common stock.The notes matured on January 15, 2022;

and on January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 (see Note 15).

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The following table summarizes the terms of the Convertible Senior Notes outstanding as of December 31, 2021 and 2020:

Principal Amount

Remaining Amortization

2021 December 31, 2020

2022 Convertible Notes

3.50 % 5.12 % 44.0184 January 15, 2022 0.04 years $ 141,490 $ 345,000

Net unamortized fair value adjustment

( 93 ) ( 5,596 )

$ 141,397 $ 339,404

(1) Effective rate includes the effect of the adjustment to the fair value of the debt as of the Merger Date, the value of which reduced the initial liability recorded to $ 324,252 for the 2022 Convertible Notes.

(2) The conversion rate as of December 31, 2021 represents the number of shares of common stock issuable per $ 1,000 principal amount (actual $) of the 2022 Convertible Notes converted on such date, as adjusted in accordance with the indenture as a result of cash dividend payments and the effects of previous mergers.

On January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 (see Note 15).

Terms of Conversion

On July 1, 2019, we settled substantially all of the outstanding balance of the 2019 Convertible Notes with the issuance of 12,553,864 shares of our common stock.

At the settlement date, the conversion rate applicable to the 2019 Convertible Notes was 54.5954 shares of our common stock per $ 1,000 principal amount (actual $) of the 2019 Convertible Notes (equivalent to a conversion price of approximately $ 18.32 per common share — actual $).

For the year ended December 31, 2019, interest expense for the 2019 Convertible Notes, including non-cash amortization of discounts, was $ 5,586 .

As of December 31, 2021, the conversion rate applicable to the 2022 Convertible Notes is 44.0184 shares of our common stock per $ 1,000 principal amount (actual $) of the 2022 Convertible Notes (equivalent to a conversion price of approximately $ 22.72 per common share — actual $).

At any time prior to July 15, 2021, holders were able to convert the 2022 Convertible Notes at their option only under specific circumstances as defined in the indenture agreement, dated as of January 10, 2017, between us and our trustee, Wilmington Trust National Association (the “Convertible Notes Trustee”).

On or after July 15, 2021 and until maturity, holders were able to convert all or any portion of the 2022 Convertible Notes at any time.

Effective July 15, 2021, we notified note holders of our intent to settle conversions of the 2022 Convertible Notes in shares of common stock.

In connection with the SWH merger, we assumed certain convertible senior notes including $ 345,000 in aggregate principal amount of 3.50 % convertible senior notes due 2022 issued by SWH in January 2017 (the “2022 Convertible Notes”).

Interest on the 2022 Convertible Notes was payable semiannually in arrears on January 15th and July 15th of each year, and the 2022 Convertible Notes had an effective interest rate of 5.12 % which included the effect of an adjustment to the fair value of the debt as of the Merger Date.

As of December 31, 2021, the balance of the 2022 Convertible Notes was $ 141,490 , and the net unamortized fair value adjustment was $ 93 .

During the year ended December 31, 2021, we settled $ 203,510 of principal balance outstanding of the 2022 Convertible Notes with the issuance of 8,943,374 shares of our common stock.

On January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 (see Note 15).

The “if-converted” value of the 2022 Convertible Notes exceeds the principal amount by $ 140,895 as of December 31, 2021 as the closing market price of our common stock of $ 45.34 per common share (actual $) exceeds the implicit conversion price.

On January 18, 2022, we settled the $ 141,490 outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 .

At the final settlement date, the conversion rate applicable to the 2022 Convertible Notes was 44.0184 shares of our common stock per $1,000 principal amount (actual $) of the 2022 Convertible Notes (equivalent to a conversion price of approximately $ 22.72 per common share — actual $).

For the years ended December 31, 2022, 2021, and 2020, interest expense for the 2022 Convertible Notes, including non-cash amortization of discounts, was $ 248 , $ 14,364 , and $ 17,181 , respectively.

General Terms

We could not redeem the 2022 Convertible Notes prior to their maturity date except to the extent necessary to preserve our status as a REIT for United States federal income tax purposes, as further described in the indenture.

If we had incurred a fundamental change as defined in the indenture, holders were able to require us to repurchase for cash all or any portion of their 2022 Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2022 Convertible Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.

The indenture contained customary terms and covenants and events of default.

If an event of default occurred and continued, the Convertible Notes Trustee, by notice to us, or the holders of at least 25 % in aggregate principal amount of the

INVITATION HOMES INC.

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(dollar amounts in thousands)

outstanding 2022 Convertible Notes, by notice to us and the Convertible Notes Trustee, were able to, and the Convertible Notes Trustee at the request of such holders was expected to, declare 100 % of the principal of and accrued and unpaid interest on all the 2022 Convertible Notes to be due and payable.

In the case of an event of default arising out of certain events of bankruptcy, insolvency, or reorganization in respect to us (as set forth in the indenture), 100 % of the principal of and accrued and unpaid interest on the 2022 Convertible Notes would have automatically become due and payable.

Debt Maturities Schedule

1 unchanged sentence

Year Mortgage

Secured Term Loan Unsecured Notes Term Loan Facility (3)

Secured Term Loan Unsecured Notes Term Loan Facilities (3)

Revolving Facility (3)

Convertible Senior Notes Total

2023 $ 661,029 $ — $ — $ — $ — $ 661,029

3 unchanged sentences

2027 994,279 — — — — 994,279

995,640 403,363 1,950,000 — — — 3,349,003

Thereafter — 403,363 2,550,000 725,000 — 3,678,363

Total 1,655,308 403,363 2,550,000 3,225,000 — 7,833,671

deferred financing costs, net ( 7,929 ) ( 1,833 ) ( 19,881 ) ( 21,433 ) — ( 51,076 )

( 9,767 ) ( 2,050 ) ( 16,451 ) ( 21,878 ) — — ( 50,146 )

unamortized fair value adjustment — — — — — ( 93 ) ( 93 )

unamortized debt discount ( 1,584 ) — ( 11,934 ) — — ( 13,518 )

$ 3,055,853 $ 401,313 $ 1,921,974 $ 2,478,122 $ — $ 141,397 $ 7,998,659

Total $ 1,645,795 $ 401,530 $ 2,518,185 $ 3,203,567 $ — $ 7,769,077

(1) The maturity dates of the obligations are reflective of all extensions that have been exercised as of December 31, 2022.

1 unchanged sentence

Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe.

(2) On December 15, 2021, we submitted a notification to exercise an extension of the maturity date of the IH 2018-1 mortgage loan from March 9, 2022 to March 9, 2023.

Additionally, on January 19, 2022, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2022 to January 9, 2023 was confirmed by the lender (see Note 15).

(3) If we exercise the two six month extension options, the maturity date will be January 31, 2026.

(2) On January 6, 2023, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2023 to January 9, 2024 was confirmed by the lender (see Note 15).

(3) If we exercise the two six month extension options, the maturity date for the 2020 Term Loan Facility and the Revolving Facility will be January 31, 2026.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 8— Derivative Instruments

5 unchanged sentences

We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments.

Currently, each of our swap agreements is indexed to one month LIBOR and is designated for hedge accounting purposes.

One month LIBOR is set to expire after June 30, 2023, and we will work with the counterparties to our swap agreements to adjust each floating rate to a comparable or successor rate.

Each of our swap agreements is designated for hedge accounting purposes and is currently indexed to one month LIBOR, which is set to expire on June 30, 2023.

We anticipate completing the transition to SOFR prior to the expiration of LIBOR on June 30, 2023 (see Note 2 for additional information about reference rate reform and our transition from LIBOR).

Changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The table below summarizes our interest rate swap instruments as of December 31, 2022:

3 unchanged sentences

April 19, 2018 January 31, 2019 January 31, 2025 2.86 % One month LIBOR $ 400,000

February 15, 2019 March 15, 2019 March 15, 2022 2.23 % One month LIBOR 800,000

April 19, 2018 March 15, 2019 November 30, 2024 2.85 % One month LIBOR 400,000

5 unchanged sentences

November 7, 2018 March 15, 2022 July 31, 2025 3.14 % One month LIBOR 200,000

November 7, 2018 March 15, 2022 July 31, 2025 3.16 % One month LIBOR 400,000

During the years ended December 31, 2021 and 2020, we terminated interest rate swaps and paid the counterparties $ 20,798 and $ 15,249 , respectively, in connection with these terminations.

During the year ended December 31, 2019, we modified the start date of an interest rate swap and paid the counterparty $ 8,239 in connection with the modification.

During the years ended December 31, 2021, 2020, and 2019, such derivatives were used to hedge the variable cash flows associated with existing variable-rate interest payments.

During the years ended December 31, 2022, 2021, and 2020, we terminated interest rate swaps or portions thereof and paid the counterparties $ 13,292 , $ 20,798 , and $ 15,249 , respectively, in connection with these terminations.

During the years ended December 31, 2022, 2021, and 2020, the derivatives in the table above were used to hedge the variable cash flows associated with existing variable-rate interest payments.

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt.

During the next 12 months, we estimate that $ 115,770 will be reclassified to earnings as an increase in interest expense.

During the year ended December 31, 2020, we accelerated the reclassification of certain amounts in other comprehensive income to earnings as a result of a portion of the hedged forecasted transactions becoming probable not to occur.

The accelerated amounts represented a loss of $ 3,111 and were recorded as interest expense in the accompanying consolidated statement of operations for the year ended December 31, 2020.

We did not accelerate the reclassification of any amounts in other comprehensive income to earnings during the years ended December 31, 2021 and 2019.

During the next 12 months, we estimate that $ 64,480 will be reclassified to earnings as a decrease in interest expense.

Non-Designated Hedges

Concurrent with entering into certain of the mortgage loan agreements and in connection with previous mergers, we entered into or acquired and maintain interest rate cap agreements with terms and notional amounts equivalent to the terms and amounts of the mortgage loans made by the third party lenders.

Currently, each of our cap agreements is indexed to one month LIBOR, which is set to expire on June 30, 2023.

Currently, each of our cap agreements is indexed to one month LIBOR, which will not be published after June 30, 2023.

We will work with the counterparties to our cap agreements to adjust each floating rate to a comparable or successor rate.

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Fair Value as of Fair Value as of

Sheet Location December 31,

2021 December 31, 2020 Balance

Sheet Location December 31,

2021 December 31, 2020

Sheet Location December 31, 2022 December 31, 2021 Balance

Sheet Location December 31, 2022 December 31, 2021

Derivatives designated as hedging instruments:

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Amount of Gain (Loss) Recognized

in OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income Total Amount of Interest Expense Presented in the Consolidated Statements of Operations

in OCI on Derivative Location of Loss Reclassified from Accumulated OCI into Net Income Amount of Loss Reclassified from Accumulated OCI into Net Income Total Amount of Interest Expense Presented in the Consolidated Statements of Operations

For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31,

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The agreements with our derivative counterparties which govern our interest rate swap agreements contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.

As of December 31, 2021, the fair value of certain derivatives in a net liability position was $ 271,156 .

If we had breached any of these provisions at December 31, 2021, we could have been required to settle the obligations under the agreements at their termination value, which includes accrued interest and excludes the nonperformance risk related to these agreements, of $ 279,451 .

As of December 31, 2022, there were no derivative counterparties with whom we were in a net liability position.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 9— Stockholders' Equity

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This offering generated net proceeds of $ 571,201 , after giving effect to commissions and other costs totaling $ 3,799 .

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

2020 Public Offering

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At the Market Equity Program

On August 22, 2019, we entered into distribution agreements with a syndicate of banks (the “Agents”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 800,000 of our common stock through the Agents (the “2019 ATM Equity Program”).

During the years ended December 31, 2021, 2020, and 2019, we sold 9,008,528 , 8,413,224 and 1,957,139 shares of our common stock, respectively, under our 2019 ATM Equity Program, generating net proceeds of $ 362,589 , $ 239,190 , and $ 55,263 , respectively, after giving effect to Agent commissions and other costs totaling $ 6,225 , $ 3,851 , and $ 1,696 , respectively.

We terminated the 2019 ATM Equity Program immediately after entering into the 2021 ATM Equity Program (defined below).

On December 20, 2021, we entered into distribution agreements with a syndicate of banks (the “Agents” and the “Forward Sellers”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 1,250,000 of our common stock through the Agents and the Forward Sellers (the “2021 ATM Equity Program”).

In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction.

During the year ended December 31, 2021, we did not sell any shares of our common stock under our 2021 ATM Equity Program.

During the year ended December 31, 2022, we sold 2,438,927 shares of our common stock under our 2021 ATM Equity Program, generating net proceeds of $ 98,367 , after giving effect to Agent commissions and other costs totaling $ 1,633 .

We did not sell any shares of our common stock under the 2021 ATM Equity Program during the year ended December 31, 2021.

As of December 31, 2022, $ 1,150,000 remains available for future offerings under the 2021 ATM Equity Program.

On August 22, 2019, we entered into distribution agreements with a syndicate of banks, pursuant to which we sold, from time to time, up to an aggregate sales price of $ 800,000 of our common stock (the “2019 ATM Equity Program”).

During the years ended December 31, 2021 and 2020, we sold 9,008,528 and 8,413,224 shares of our common stock, respectively, under our 2019 ATM Equity Program, generating net proceeds of $ 362,589 and $ 239,190 , respectively, after giving effect to agent commissions and other costs totaling $ 6,225 and $ 3,851 , respectively.

We terminated the 2019 ATM Equity Program immediately after entering into the 2021 ATM Equity Program.

To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income.

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The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The following table summarizes our dividends declared from January 1, 2021 through December 31, 2022:

Record Date Amount

Pay Date Total Amount Declared

per Share Pay Date Total Amount Declared

Q4-2022 November 8, 2022 $ 0.22 November 23, 2022 $ 135,654

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On February 2, 2023, our board of directors declared a dividend of $ 0.26 per share to stockholders of record on February 14, 2023, which is payable on February 28, 2023 (see Note 15).

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 10— Share-Based Compensation

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Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock.

Our share-based awards consist of time-vesting RSUs, PRSUs, and Outperformance Awards (defined below).

Our share-based awards consist of RSUs, which may be time vesting, performance based vesting, or market based vesting, and Outperformance Awards (defined below).

Time-vesting RSUs are participating securities for EPS purposes, and PRSUs and Outperformance Awards are not.

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Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below.

• Director Awards:

During the year ended December 31, 2021, we granted 43,767 time-vesting RSUs to members of our board of directors, which awards will fully vest on the date of INVH’s 2022 annual stockholders meeting, subject to continued service on the board of directors through such date.

During the years ended December 31, 2020 and 2019, INVH issued 58,690 and 53,704 time-vesting RSUs, which awards fully vested on the dates of INVH’s 2021 and 2020 annual stockholders meetings, respectively.

• Supplemental Bonus Plan:

Upon the completion of our IPO, $ 59,797 of supplemental bonus awards were converted into 2,988,120 time-vesting RSUs that generally vested in three equal installments unless otherwise modified.

During the year ended December 31, 2019, the final supplemental bonus awards were fully vested.

• Merger-Related Awards:

During the year ended December 31, 2018, the grant date was established for 168,184 PRSUs issued in connection with the SWH merger.

These merger-related PRSUs were eligible to be earned based on the achievement of certain measures over performance periods that began on the Merger Date and ended approximately one and a half to three years thereafter.

The number of merger-related PRSUs earned was determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges.

During the year ended December 31, 2019, vesting of all remaining time-vesting merger-related awards was accelerated in accordance with the terms of the award agreement.

INVITATION HOMES INC.

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(dollar amounts in thousands)

During the year ended December 31, 2019, 77,926 of such PRSUs were forfeited;

and during the year ended December 31, 2020, all outstanding merger-related PRSUs vested.

Certain of these PRSUs achieved performance in excess of the target level, resulting in the issuance of an additional 4,756 shares of common stock which are reflected as an increase in the number of awards granted and vested in the table below.

• Bonus and Retention Awards:

During the year ended December 31, 2018, we granted 136,941 RSUs to employees (the “2018 Bonus Awards”).

Each of the 2018 Bonus Awards is a time-vesting award which vests in three equal annual installments based on an anniversary date of March 1, 2018, subject to continued employment through the applicable vesting date.

As of December 31, 2021, the retention awards issued during the year ended December 31, 2017 were fully vested.

During the year ended December 31, 2022, we granted 106,975 time-vesting RSUs in the form of retention awards to certain associates which will fully vest on March 1, 2025, subject to continued employment through the vesting date.

• Director Awards:

During the year ended December 31, 2022, we granted 36,912 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2023 annual stockholders meeting, s ubject to continued service on the board of directors through such date.

During the years ended December 31, 2021 and 2020, INVH issued 43,767 and 58,690 time-vesting RSUs, which awards fully vested on the dates of INVH’s 2022 and 2021 annual stockholders meetings, respectively.

• Merger-Related Awards:

During the year ended December 31, 2020, the remaining 66,475 outstanding PRSUs related to the SWH merger vested.

• Assumed Awards:

In connection with the SWH merger, we assumed the terms of award agreements governing 949,698 (as calculated in number of INVH shares of common stock) non-vested RSUs granted prior to the Merger Date under SWH’s equity incentive plans.

Each assumed award was a time-vesting award that was issued with service periods ranging from three years to four years , unless accelerated pursuant to the original agreem ent or otherwise modified.

During the year ended December 31, 2020, the fina l SWH equity awards were fully vested.

During the year ended December 31, 2020, the remaining 61,561 time-vesting RSUs issued by SWH prior to the merger fully vested.

Outperformance Awards

On May 1, 2019, the Compensation Committee approved one-time equity based awards with market based vesting conditions in the form of PRSUs and OP Units (the “Outperformance Awards”).

The Outperformance Awards may be earned based on the achievement of rigorous absolute total shareholder return and relative total shareholder return thresholds over a three year performance period ending on March 31, 2022.

Upon completion of the performance period, the dollar value of the awards earned under the absolute and relative total shareholder return components will be separately calculated, and the number of earned Outperformance Awards will be determined based on the earned dollar value of the awards and the stock price at the performance certification date.

Earned awards will vest 50 % on March 31, 2022 and 25 % on each of the first and second anniversaries of such date, subject to continued employment.

The current aggregate $ 12,160 grant-date fair value of the Outperformance Awards still outstanding was determined based on Monte-Carlo option pricing models which estimate the probability of the vesting conditions being satisfied.

On May 1, 2019, the Compensation Committee approved equity based awards in the form of PRSUs and OP Units (the “2019 Outperformance Awards”).

The 2019 Outperformance Awards included market based vesting conditions related to absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2022.

In April 2022, the absolute TSR and the relative TSR were separately calculated, and the Compensation Committee certified achievement of each at maximum achievement.

The number of earned 2019 Outperformance Awards was then determined based on the earned dollar value of the awards (at maximum) and the stock price at the performance certification date, resulting in 311,425 earned PRSUs and 498,224 earned OP Units.

Earned awards vested 50 % on the certification date in April 2022, and 25 % will vest on each of the first and second anniversaries of March 31, 2022, subject to continued employment.

The estimated fair value of 2019 Outperformance Awards that fully vested during the year ended December 31, 2022 was $ 6,134 .

The aggregate $ 12,160 grant-date fair value of the 2019 Outperformance Awards that were earned was determined based on Monte-Carlo option pricing models which estimated the probability of achievement of the TSR thresholds.

The grant-date fair value is amortized ratably over each vesting period.

On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs and OP Units (the “2022 Outperformance Awards” and together with the 2019 Outperformance Awards, the “Outperformance Awards”).

The 2022 Outperformance Awards may be earned based on the achievement of rigorous absolute TSR and relative TSR return thresholds over a three year performance period ending March 31, 2025.

The 2022 Outperformance Awards provide that upon completion of 75 % of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date will be calculated consistent with the award terms.

To the extent performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50 % of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period.

The final award achievement will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025.

Upon completion of the performance period, the dollar value of the awards earned under the absolute and relative TSR components will be separately calculated, and the number of earned 2022 Outperformance Awards will be determined based on the earned dollar value of the awards and the stock price at the performance certification date.

Earned awards will vest 50 % on the certification date and 50 % on March 31, 2026, subject to continued employment.

2022 Outperformance Awards with an approximate aggregate $ 20,800 grant-date fair value have been issued and remain outstanding.

The grant-date fair value was determined based on Monte-Carlo option pricing models which estimate the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period.

INVITATION HOMES INC.

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Balance, December 31, 2019 685,069 $ 22.48 925,076 $ 23.13 1,610,145 $ 22.86

242,224 23.44 369,419 24.27 611,643 23.94

Granted 225,760 28.25 428,114 29.61 653,874 29.14

( 339,448 ) ( 22.81 ) ( 353,156 ) ( 22.04 ) ( 692,604 ) ( 22.42 )

Forfeited / canceled ( 11,258 ) ( 25.59 ) ( 24,223 ) ( 23.56 ) ( 35,481 ) ( 24.20 )

( 76,774 ) ( 22.03 ) ( 249,138 ) ( 21.75 ) ( 325,912 ) ( 21.81 )

Balance, December 31, 2020 560,123 24.54 975,811 26.36 1,535,934 25.70

225,760 28.25 428,114 29.61 653,874 29.14

Granted 252,249 30.30 626,325 27.44 878,574 28.26

( 396,185 ) ( 23.44 ) ( 436,493 ) ( 23.31 ) ( 832,678 ) ( 23.37 )

Forfeited / canceled ( 19,102 ) ( 29.83 ) ( 68,106 ) ( 23.25 ) ( 87,208 ) ( 24.69 )

( 11,258 ) ( 25.59 ) ( 24,223 ) ( 23.56 ) ( 35,481 ) ( 24.20 )

Balance, December 31, 2021 397,085 29.05 1,097,537 28.38 1,494,622 28.56

252,249 30.30 626,325 27.44 878,574 28.26

Granted 339,517 37.39 730,078 31.46 1,069,595 33.34

( 213,884 ) ( 28.84 ) ( 602,994 ) ( 24.67 ) ( 816,878 ) ( 25.76 )

Forfeited / canceled ( 12,846 ) ( 35.22 ) ( 13,050 ) ( 29.16 ) ( 25,896 ) ( 32.16 )

( 19,102 ) ( 29.83 ) ( 68,106 ) ( 23.25 ) ( 87,208 ) ( 24.69 )

Balance, December 31, 2022

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28.9 % — 33.6 %

33.2 % 17.2 % — 17.3 %

Risk-free rate 1.72 % — 2.59 %

0.31 % 0.85 %

Expected holding period (years) 2.84 — 3.00

(1) Expected volatility was estimated based on the historical volatility of INVH’s realized returns and the applicable index.

2.84 2.09 — 2.84

(1) Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index.

INVITATION HOMES INC.

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Property management expense 6,493 5,427 3,511

5,427 3,511 3,075

Total $ 28,962 $ 27,170 $ 17,090

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Level 3 403,363 356,557 403,363 422,519

Term Loan Facility (6)

Term Loan Facilities (6)

Level 3 3,225,000 3,233,677 2,500,000 2,506,159

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(1) The carrying values of investments in debt securities are shown net of discount.

(2) The carrying value of the Unsecured Notes — public offering includes unamortized discount of $ 11,575 and excludes $ 14,934 of deferred financing costs as of December 31, 2021.

(3) The carrying values of the mortgage loans are shown net of discount and excludes $ 9,767 and $ 12,035 of deferred financing costs as of December 31, 2021 and 2020, respectively.

(2) The carrying value of the Unsecured Notes — public offering includes $ 11,934 and $ 11,575 of unamortized discount and excludes $ 18,534 and $ 14,934 of deferred financing costs as of December 31, 2022 and 2021, respectively.

(3) The carrying values of the mortgage loans are shown net of discount and exclude $ 7,929 and $ 9,767 of deferred financing costs as of December 31, 2022 and 2021, respectively.

INVITATION HOMES INC.

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(dollar amounts in thousands)

(4) The carrying value of the Unsecured Notes — private placement excludes $ 1,517 of deferred financing costs as of December 31, 2021.

(4) The carrying value of the Unsecured Notes — private placement excludes $ 1,347 and $ 1,517 of deferred financing costs as of December 31, 2022 and 2021, respectively.

(5) The carrying value of the Secured Term Loan excludes $ 1,833 and $ 2,050 of deferred financing costs as of December 31, 2022 and 2021, respectively.

(6) The carrying values of the Term Loan Facility excludes $ 21,878 and $ 29,093 of deferred financing costs as of December 31, 2021 and 2020, respectively.

(7) The carrying values of the Convertible Senior Notes include unamortized discounts of $ 93 and $ 5,596 as of December 31, 2021 and 2020, respectively.

(6) The carrying values of the Term Loan Facilities exclude $ 21,433 and $ 21,878 of deferred financing costs as of December 31, 2022 and 2021, respectively.

(7) On January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 .

The carrying value of the Convertible Senior Notes includes unamortized discounts of $ 93 as of December 31, 2021.

We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy.

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Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3.

Our assessment resulted in a transfer of the Unsecured Notes — private placement from Level 3 to Level 2 during the fourth quarter of 2021.

These notes were issued in May 2021 and have a carrying value of $ 300,000 , excluding deferred financing costs, and an estimated fair value of $ 298,822 as of December 31, 2021.

The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of December 31, 2022:

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Fair Value Valuation Technique Unobservable Input Rate

Secured Term Loan $ 422,519 Discounted Cash Flow

Effective Rate 3.01 %

Term Loan Facility 2,506,159 Discounted Cash Flow

Effective Rate 1.10 % — 2.50 %

Convertible Senior Notes 141,631 Discounted Cash Flow

Effective Rate 1.06 %

Secured Term Loan $ 356,557 Discounted Cash Flow Effective Rate 5.29 %

Term Loan Facilities 3,233,677 Discounted Cash Flow Effective Rate 3.89 % — 6.25 %

(1) Our Level 3 fair value instruments require interest only payments.

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Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive.

For the years ended December 31, 2021, 2020, and 2019, 16,939 , 467 , and 121 , incremental shares attributed to non-vested share-based awards, respectively, are excluded from the denominator as their inclusion would have been anti-dilutive.

Because their inclusion would have been anti-dilutive, 57,278 , 16,939 , and 467 , incremental shares attributed to non-vested share-based awards are excluded from the denominator f or the years ended December 31, 2022, 2021, and 2020, respectively .

For the years ended December 31, 2022, 2021, and 2020, vested OP Units have been excluded from the computation of EPS because all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders.

For the year ended December 31, 2019, 6,225,341 potential shares of common stock for the 2019 Convertible Notes for the period prior to conversion are excluded from the computation of diluted EPS as they are anti-dilutive.

The outstanding balance of the 2022 Convertible Notes was settled in January 2022.

For the years ended December 31, 2022, 2021, and 2020, using the “if-converted” method, 290,079 , 11,293,203 and 15,100,443 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes, respectively, are excluded from the computation of diluted EPS as they are anti-dilutive.

Additionally, no adjustment to the numerator is required for interest expense related to the Convertible Senior Notes for the years ended December 31, 2021, 2020, and 2019.

Additionally, no adjustment to the numerator is required for interest expense related to the 2022 Convertible Notes for the years ended December 31, 2022, 2021, and 2020.

See Note 7 for further discussion about the 2022 Convertible Notes.

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We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not.

As of December 31, 2021 and 2020, we have no t recorded any deferred tax assets and liabilities or unrecognized tax benefits.

As of December 31, 2022 and 2021, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits.

We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.

We have sold assets that were either subject to Section 337(d) of the Code or were held by TRSs.

We have sold assets that were either subject to state and local income taxes or Section 337(d) of the Internal Revenue Code of 1986, as amended, or were held by TRSs.

These transactions resulted in $ 150 , $ 551 , and $ 870 of current income tax expense for the years ended December 31, 2022, 2021, and 2020, respectively, which has been recorded in gain on sale of property, net of tax in the consolidated statements of operations.

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Year Operating

2022 $ 4,579 $ 2,776

Leases Finance

2023 $ 4,523 $ 2,603

1 unchanged sentence

2025 3,157 137

Thereafter 429 —

Total lease payments 15,916 3,589

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Estimated remaining commitments under these agreements total approximately $ 770,000 as of December 31, 2022.

See Note 6 for additional information about deposits related to these commitments.

Insurance Policies

Pursuant to the terms of certain of our loan agreements (see Note 7), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties.

As of December 31, 2021, there are no material contingent liabilities related to uninsured losses with respect to our properties.

As of December 31, 2022, there are no material contingent liabilities related to uninsured losses with respect to our properties except as described below.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Hurricane-Related Losses

During the third and fourth quarters of 2022, Hurricanes Ian and Nicole damaged certain of our properties in Florida and the Carolinas.

As of December 31, 2022, we have recorded $ 7,500 of receivables for the portion of the related damages we believe will be recoverable through our property and casualty insurance policies which provide coverage for wind and flood damage, as well as business interruption costs during the period of remediation and repairs, subject to specified deductibles and limits.

Additionally, as of December 31, 2022, the accounts payable and accrued expenses balance in our consolidated balance sheet includes a $ 20,200 accrual representing our estimate for expenditures required to complete repairs.

Legal Matters

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We do not believe that the final outcome of these proceedings or matters will have a material adverse effect on our consolidated financial statements.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 15— Subsequent Events

In connection with the preparation of the accompanying consolidated financial statements, we have evaluated events and transactions occurring after December 31, 2022, for potential recognition or disclosure.

Settlement of the 2022 Convertible Notes

On January 18, 2022, we settled the outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $ 271 .

Extensions of Existing Mortgage Loans

On January 6, 2023, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2023 to January 9, 2024 was confirmed by the lender.

Investment in Equity Securities

On January 5, 2023, we made a $ 30,000 investment in the preferred stock of a property services company.

Dividend Declaration

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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-K

Item 9A. Controls and Procedures