What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 309 added, 349 removed, 1297 unchanged (34% 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.

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.

13 unchanged sentences

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, 2023.

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, 2023 to accomplish their objectives at the reasonable assurance level.

63 unchanged sentences

1-38004) filed on February 6, 2017).

3.2 Amended and Restated Bylaws of Invitation Homes Inc., dated as of February 2, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-38004) filed on February 2, 2022).

3.2 Amended and Restated Bylaws of Invitation Homes Inc., dated as of May 17, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 18, 2023).

4.1 Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 10-K (File No.

13 unchanged sentences

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).

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

Fifth Supplemental Indenture, dated as of August 2, 2023, 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 trustee, including the form of the 5.450% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 2, 2023).

Sixth Supplemental Indenture, dated as of August 2, 2023, 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 trustee, including the form of the 5.500% Senior Notes due 2033 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 2, 2023).

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.

18 unchanged sentences

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

Exhibit number

First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 18, 2023, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and solely for purposes of Sections 3, 4, 5 and 7 thereof, each of the guarantors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2023).

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.

2 unchanged sentences

1-38004) filed May 1, 2017).

10.12 Loan Agreement, dated as of November 9, 2017, between IH 2017-2 Borrower, LP, as Borrower, and German American Capital Corporation, 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 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.

8 unchanged sentences

1-38004) filed on June 10, 2019).

Amendment to Loan Agreement, dated as of June 23, 2023, among Wilmington Trust National Association, as Trustee for the Registered Holders of Invitation Homes 2018-SFR4 Single Family Rental Pass-Through Certificates, 2018-4 IH Borrower LP, and 2018-4 Equity Owner LLC, and 2018-4 IH Borrower GP.

LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-38004) filed on July 27, 2023).

Securities Purchase Agreement, dated as of June 5, 2017, between Waypoint/GI Venture, LLC and CSH Property Three, LLC (incorporated by reference to Exhibit 10.1 of the SWH’s Current Report on Form 8-K (File No.

1-36163) filed June 5, 2017).

10.19 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-11 (No.

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

10.20 Form of Indemnification Agreement of Colony Starwood Homes (incorporated by reference to Exhibit 10.2 of the SWH’s Current Report on Form 8-K (File No.

1-36163) filed January 8, 2016).

Form of Director and Officer Indemnification Agreement.

10.21 Invitation Homes Inc.

4 unchanged sentences

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

Exhibit number

10.23 Employment Agreement with Ernest M.

3 unchanged sentences

333-215452) filed on January 23, 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 May 7, 2019).

2019 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 July 31, 2019).

Exhibit number

Invitation Homes Inc.

1 unchanged sentence

1-38004) filed on May 7, 2020.) †

10.28 Form of Award Notice and Restricted Stock Unit Agreement (2020 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 25, 2020).†

10.29 Form of Award Notice and Restricted Stock Unit Agreement (2021 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 March 4, 2021).†

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).

Form of Award Notice and Restricted Stock Unit Agreement (LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023).

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

4 unchanged sentences

23.1 Consent of Deloitte & Touche LLP.

31.1 Certificate of Dallas B.

Tanner, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certificate of Ernest M.

Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certificate of Dallas B.

Tanner, President and Chief Executive Officer, pursuant to Section 18 U.S.C.

31.1 Certification of Dallas B.

Tanner, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Jonathan S.

Olsen, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Dallas B.

Tanner, Chief Executive Officer, pursuant to Section 18 U.S.C.

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

32.2 Certificate of Ernest M.

Freedman, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C.

32.2 Certification of Jonathan S.

Olsen, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C.

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

97.1 Incentive Compensation Clawback Policy.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

1 unchanged sentence

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit number

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

1 unchanged sentence

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).

† Management contract or compensatory plan.

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.

4 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 22nd day of February 2023.

Invitation Homes Inc.

/s/ Dallas B.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities indicated on the 22nd day of February 2023.

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities indicated on the 21st day of February 2024.

Signature Title

/s/ Dallas B.

Tanner President, Chief Executive Officer, and Director

Tanner Chief Executive Officer, and Director

Tanner (Principal Executive Officer)

/s/ Ernest M.

Freedman Executive Vice President and Chief Financial Officer

Freedman (Principal Financial Officer)

/s/ Jonathan S.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Kimberly K.

12 unchanged sentences

Rhea Director

Heidi Roizen Director

/s/ Janice L.

Sears Director

/s/ Frances Aldrich Sevilla-Sacasa

Frances Aldrich Sevilla-Sacasa

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

21 unchanged sentences

Critical Audit Matter Description

The Company owned approximately 83,000 individual single-family residential properties with a net book value of $17.1 billion as of December 31, 2022.

The Company owned approximately 85,000 individual single-family residential properties (inclusive of $17.3 billion of Investments in single-family residential properties, net on the balance sheet and $46 million of Held for sale assets disclosed in Note 6 – Other Assets) as of December 31, 2023.

The Company capitalizes costs to acquire, stabilize, and prepare single-family residential properties to be leased.

1 unchanged sentence

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.

From time to time, the Company identifies

single-family residential properties to be sold.

From time to time, the Company

identifies single-family residential properties to be sold.

At the time such properties are identified, the Company evaluates whether or not such properties should be classified as held for sale.

37 unchanged sentences

Revolving facility — —

Convertible senior notes, net — 141,397

Accounts payable and accrued expenses 200,590 198,423

8 unchanged sentences

Accumulated deficit ( 1,070,586 ) ( 951,220 )

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

Accumulated other comprehensive income 63,701 97,985

Total stockholders' equity 10,155,971 10,291,342

26 unchanged sentences

Net income available to participating securities ( 696 ) ( 661 ) ( 327 )

( 661 ) ( 327 ) ( 448 )

Net income available to common stockholders — basic and diluted (Note 12) $ 518,774 $ 382,668 $ 261,098

$ 382,668 $ 261,098 $ 195,764

Weighted average common shares outstanding — basic 611,893,784 609,770,610 577,681,070

609,770,610 577,681,070 553,993,321

Weighted average common shares outstanding — diluted 613,288,708 611,112,396 579,209,523

611,112,396 579,209,523 555,458,607

Net income per common share — basic $ 0.85 $ 0.63 $ 0.45

8 unchanged sentences

Other comprehensive income (loss)

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

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

Unrealized gains on interest rate swaps

39,488 327,323 113,394

(Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss)

( 73,856 ) 59,103 148,742

Other comprehensive income (loss) ( 34,368 ) 386,426 262,136

Comprehensive income (loss) 771,225 524,912 ( 74,468 )

Comprehensive (income) loss attributable to non-controlling interests ( 3,046 ) ( 2,934 ) 338

Comprehensive income (loss) attributable to common stockholders $ 768,179 $ 521,978 $ ( 74,130 )

Comprehensive income

486,660 771,225 524,912

Comprehensive income attributable to non-controlling interests

( 1,474 ) ( 3,046 ) ( 2,934 )

Comprehensive income attributable to common stockholders

$ 485,186 $ 768,179 $ 521,978

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

8 unchanged sentences

Net income — — — 261,425 — 261,425 1,351 262,776

Dividends and dividend equivalents declared ($ 0.60 per share)

Dividends and dividend equivalents paid ($ 0.68 per share)

— — — ( 395,132 ) — ( 395,132 ) — ( 395,132 )

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

1 unchanged sentence

Net income — — — 383,329 — 383,329 1,470 384,799

Dividends and dividend equivalents declared ($ 0.68 per share)

Dividends and dividend equivalents paid ($ 0.88 per share)

— — — ( 539,680 ) — ( 539,680 ) — ( 539,680 )

8 unchanged sentences

Net income — — — 519,470 — 519,470 1,558 521,028

Dividends and dividend equivalents declared ($ 0.88 per share)

Dividends and dividend equivalents paid ($ 1.04 per share)

— — — ( 638,836 ) — ( 638,836 ) — ( 638,836 )

Issuance of common stock — settlement of RSUs, net of tax 546,857 6 ( 8,155 ) — — ( 8,149 ) — ( 8,149 )

Issuance of common stock — settlement of 2022 Convertible Notes 6,216,261 62 141,157 — — 141,219 — 141,219

Issuance of common stock, net 2,438,927 25 98,342 — — 98,367 — 98,367

Share-based compensation expense — — 26,428 — — 26,428 3,075 29,503

Total other comprehensive income — — — — 384,850 384,850 1,576 386,426

Redemption of OP Units for common stock 1,050,000 10 13,351 — 73 13,434 ( 13,434 ) —

Total other comprehensive loss

— — — — ( 34,284 ) ( 34,284 ) ( 84 ) ( 34,368 )

Balance as of December 31, 2023

15 unchanged sentences

(Gains) losses on investments in equity securities, net ( 350 ) 3,939 9,420

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

Gains on sale of property, net of tax ( 183,540 ) ( 90,699 ) ( 60,008 )

Change in fair value of derivative instruments 9,375 9,486 14,660

14 unchanged sentences

Repayment proceeds from retained debt securities 861 70,546 88,416

Investments in equity securities ( 33,577 ) ( 15,832 ) ( 8,477 )

Proceeds from sale of investments in equity securities — 5,762 31,504

11 unchanged sentences

Proceeds from term loan facility — 725,000 —

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

INVITATION HOMES INC.

16 unchanged sentences

Interest paid, net of amounts capitalized $ 290,649 $ 275,730 $ 285,501

Interest capitalized as investments in single-family residential properties, net 2,804 6,899 2,477

Cash paid for income taxes 245 1,534 809

5 unchanged sentences

Accrued residential property capital improvements at period end 5,346 9,656 11,209

Deferred payment for acquisition of single-family residential properties 25,587 — —

Transfer of residential property, net to other assets, net for held for sale assets 167,013 90,695 81,593

Change in other comprehensive loss from cash flow hedges 377,022 247,605 ( 280,773 )

Change in other comprehensive income (loss) from cash flow hedges ( 43,670 ) 377,022 247,605

ROU assets obtained in exchange for operating lease liabilities 301 5,798 1,452

9 unchanged sentences

INVH LP was formed for the purpose of owning, renovating, leasing, and operating single-family residential properties.

Through THR Property Management L.P., a wholly owned subsidiary of INVH LP (the “Manager”), we provide all management and other administrative services with respect to the properties we own.

Through THR Property Management L.P., a wholly owned subsidiary of INVH LP, and its wholly owned subsidiaries (collectively, the “Manager”), we provide all management and other administrative services with respect to the properties we own.

The Manager also provides professional property and asset management services to portfolio owners of single-family homes for lease, including our investments in unconsolidated joint ventures.

On February 6, 2017, INVH completed an initial public offering (“IPO”), changed its jurisdiction of incorporation to Maryland, and amended its charter to provide for the issuance of up to 9,000,000,000 shares of common stock and 900,000,000 shares of preferred stock, in each case $ 0.01 par value per share.

1 unchanged sentence

These transactions were accounted for as a reorganization of entities under common control utilizing historical cost basis.

On November 16, 2017 (the “Merger Date”), INVH and certain of its affiliates entered into a series of transactions with Starwood Waypoint Homes (“SWH”) and certain SWH affiliates which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities.

On November 16, 2017, INVH and certain of its affiliates entered into a series of transactions with Starwood Waypoint Homes (“SWH”) and certain SWH affiliates which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities.

These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations , and INVH was designated as the accounting acquirer.

15 unchanged sentences

Under the VOE model, we consolidate an investment if (1) we control the investment through ownership of a majority voting interest if the investment is not a limited partnership or (2) we control the investment through our ability to remove the other partners in the investment, at our discretion, when the investment is a limited partnership.

Based on these evaluations, we account for each of the investments in joint ventures described in Note 5 using the equity method.

Our initial investments in the joint ventures are recorded at cost, except for any such interest initially recorded at fair value in connection with a business combination.

The investments in these joint ventures are subsequently adjusted for our

INVITATION HOMES INC.

1 unchanged sentence

(dollar amounts in thousands)

proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate.

Based on these evaluations, we account for each of the investments in joint ventures described in Note 5 using the equity method.

Our initial investments in the joint ventures are recorded at cost, except for any such interest initially recorded at fair value in connection with a business combination.

The investments in these joint ventures are subsequently adjusted for our proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate.

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.

4 unchanged sentences

Significant Risks and Uncertainties

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.

Our financial condition and results of operations are subject to risks related to overall unfavorable global and United States economic conditions (including inflation and rising interest rates), higher unemployment levels, uncertainty in financial markets (including as a result of events affecting financial institutions, such as recent bank failures), 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.

High levels of inflation, bank failures, and rising 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 labor shortages and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business.

In addition, consumer confidence and spending can be materially adversely affected in response to changes in fiscal and monetary policy, declines in income or asset values, and other economic factors.

Use of Estimates

1 unchanged sentence

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

Reclassifications

We reclassified $ 15,832 and $ 8,477 of investments in equity securities for the years ended December 31, 2022 and 2021, respectively, from other investing activities on the consolidated statement of cash flows to a separate cash flow line item to conform to our current presentation.

This reclassification had no effect on the total reported investing activities on the consolidated statement of cash flows for the years ended December 31, 2022 and 2021.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Investments in Single-Family Residential Properties

The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our portfolio of over 80,000 single-family residentia l properties in 16 markets across the United States as of December 31, 2022:

The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our owned portfolio of approximately 85,000 single-family residentia l properties located primarily in 16 markets across the United States as of December 31, 2023:

• Acquisition of Real Estate Assets:

8 unchanged sentences

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

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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.

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.

12 unchanged sentences

To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property.

Cash flow projections are prepared using internal analyses based on current rental, renewal, and occupancy rates, operating expenses, and inputs from our annual planning process that give consideration to each property’s historical results, current operating trends, and current market conditions.

Cash flow projections are prepared using internal analyses based on current rental, renewal, and occupancy rates, operating expenses, and inputs from our annual planning process that give

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

consideration to each property’s historical results, current operating trends, and current market conditions.

To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value.

To determine the estimated fair value, we consider local broker price opinions (“BPOs”) and automated valuation model (“AVM”) data, each of which are important components of our process with no one information source being necessarily determinative.

In order to validate the BPOs and AVM data received and used in our assessment of fair value of real estate, we perform an internal review to determine if an acceptable valuation approach was used to estimate fair value in compliance with guidance provided by ASC 820, Fair Value Measurements .

To determine the estimated fair value, we utilize home price appreciation (“HPA”) indices, local broker price opinions (“BPOs”), and automated valuation model (“AVM”) data, each of which are important components of our process with no one information source being necessarily determinative.

To validate the HPA indices, BPOs, and AVM data received and used in our assessment of fair value of real estate, we perform an internal review to determine if an acceptable valuation approach was used to estimate fair value in compliance with guidance provided by ASC 820, Fair Value Measurements .

Additionally, we undertake an internal review to assess the relevance and appropriateness of comparable transactions that have been used, and any adjustments to comparable transactions made, in reaching the value opinions.

7 unchanged sentences

(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

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

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

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

17 unchanged sentences

For purposes of classification within the consolidated statements of cash flows, purchases of and repayments from these securities are classified as investing activities.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Investments in Equity Securities

10 unchanged sentences

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 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.

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 the SWH merger, we assumed convertible senior notes that were recorded at their estimated fair value based on our nonconvertible debt borrowing rate (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.

5 unchanged sentences

We elected the practical expedient in ASC 842 not to separate the lease and nonlease components of these operating leases with our residents.

Our lease components consist primarily of rental income, pet rent, and smart home system fees.

Our lease components consist primarily of rental income, pet rent, and value-add services such as smart home system fees.

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

3 unchanged sentences

Sales taxes and other similar taxes assessed by governmental authorities that we collect from residents are excluded from our rental revenues and other property income.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Management fee revenues consist of fees from property and asset management services provided to portfolio owners of single-family homes for lease, including investments in our unconsolidated joint ventures.

Management fee revenues are recognized as performance obligations are satisfied in accordance with the underlying agreements.

Leases Entered Into as a Lessee

12 unchanged sentences

As of December 31, 2023 , no impairment of goodwill has been recorded.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Fair Value Measurements

8 unchanged sentences

See Note 11 for further information related to our fair value measurements.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Earnings Per Share

12 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 Secured Overnight Financing Rate (“SOFR”) to which our debt instruments and swap agreements are indexed.

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 Secured Overnight Financing Rate (“SOFR”), which replaced the London Interbank Offer Rate (“LIBOR”) beginning in July 2023.

All of our debt instruments and swap agreements are currently indexed to one month SOFR.

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 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.

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 SOFR.

The fair value of Hedging Derivatives that are in an asset position are included in other assets, net and those in a liability position are included in other liabilities in our consolidated balance sheets.

7 unchanged sentences

Compensation expense for share-based awards with performance conditions is adjusted based on the probable outcome of the performance conditions as of each reporting period.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Additional compensation expense is recognized if modifications to existing share-based award agreements result in an increase in the post-modification fair value of the units that exceeds their pre-modification fair value.

12 unchanged sentences

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.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

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 2019 to present.

The years open to examination generally range from 2020 to present.

Segment Reporting

5 unchanged sentences

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 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):

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848):

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

3 unchanged sentences

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.

In certain cases, we have elected to apply the hedge accounting expedients related

INVITATION HOMES INC.

1 unchanged sentence

(dollar amounts in thousands)

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 also elected to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes were made to applicable debt and derivative instruments.

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

On April 18, 2023, we completed a series of transactions related to certain of our variable rate debt and derivative agreements that were originally indexed to LIBOR to effectuate a transition to S OFR.

While the original agreements provided for a prescribed transition to an alternate rate, this series of transactions amended or modified our Credit Facility (as defined in Note 7) and all of our LIBOR-indexed interest rate swap agreements such that each agreement is now indexed to a rate determined by reference to a published forward-looking SOFR rate for the interest period relevant to such borrowing (“Term SOFR”).

Effective July 3, 2023, one of our mortgage loans, IH 2018-4, was amended to transition to Term SOFR from LIBOR.

The related interest rate cap agreement was amended effective July 15, 2023 to transition to Term SOFR from LIBOR.

As a result of these transactions, all of our debt and derivative instrument agreements are now indexed to Term SOFR.

Please refer to Notes 7 and 8 for additional information about these modifications.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The updated standard is effective for annual reporting periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and effectiveness of income tax disclosures.

The updated standard is effective for annual reporting periods beginning after December 15, 2024, and interim periods beginning after December 15, 2025, with early adoption permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures.

Note 3— Investments in Single-Family Residential Properties

11 unchanged sentences

These amounts are included in depreciation and amortization in the consolidated statements of operations.

Further, during the years ended December 31, 2022, 2021, and 2020, impairments totaling $ 310 , $ 650 , and $ 4,578 , respectively, have been recognized and are included in impairment and other in the consolidated statements of operations.

Further, during the years ended December 31, 2023, 2022, and 2021, impairments totaling $ 427 , $ 310 , and $ 650 , respectively, have been recognized and are included in

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

impairment and other in the consolidated statements of operations.

See Note 11 for additional information regarding these impairments.

17 unchanged sentences

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

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.

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.

The balances of our restricted cash accounts, as of December 31, 2023 and 2022, are set forth in the table below.

3 unchanged sentences

Collections 8,278 7,415

Property taxes 2,717 12,615

Capital expenditures 2,297 4,368

Letters of credit 2,489 2,109

Capital expenditures 2,297 2,297

Property taxes 2,014 2,717

Special and other reserves 691 690

Total $ 196,866 $ 191,057

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 5— Investments In Unconsolidated Joint Ventures

5 unchanged sentences

Pathway Property Company (1)

100.0 % 340 N/A $ 131,542 $ —

100.0 % 504 340 $ 120,639 $ 131,542

2020 Rockpoint JV (1)

4 unchanged sentences

2022 Rockpoint JV (1)

16.7 % 132 N/A 10,764 —

16.7 % 309 132 10,638 10,764

Total $ 247,166 $ 280,571

(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.

(2) Owns homes within the Western United States.

(3) 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.

4 unchanged sentences

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.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

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

1 unchanged sentence

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.

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.

8 unchanged sentences

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

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

We recorded net losses from these investments for the years ended December 31, 2023, 2022, and 2021, totaling $ 17,877 , $ 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, 2023, 2022, and 2021, we earned $ 13,647 , $ 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

2023 December 31, 2022

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

Amounts deposited and held by others (Note 14) $ 92,151 $ 97,709

Investments in debt securities, net 86,471 86,980

Derivative instruments (Note 8) 75,488 119,193

Rent and other receivables, net 60,810 54,091

Investments in equity securities 55,991 22,413

Prepaid expenses 47,770 41,972

2 unchanged sentences

Corporate fixed assets, net 31,474 24,484

Investments in equity securities 22,413 16,337

ROU lease assets — operating and finance, net 13,532 16,534

3 unchanged sentences

(1) As of December 31, 2023 and 2022, 189 and 131 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, 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 .

As of December 31, 2023, 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 three years .

Rent and Other Receivables, net

4 unchanged sentences

For th e years ended December 31, 2023, 2022, and 2021 , rental revenues and other property income includes $ 153,016 , $ 139,829 , and $ 118,016 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 on our single-family residential properties in place as of December 31, 2023 are as follows:

6 unchanged sentences

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, 2023 and 2022, the values of our investments in equity securities are as follows:

3 unchanged sentences

Total $ 55,991 $ 22,413

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The components of gains (losses) on investments in equity securities, net as of years ended December 31, 2023, 2022, and 2021 are as follows:

3 unchanged sentences

Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value 350 ( 2,487 ) ( 3,937 )

Unrealized gains on investments still held at the reporting date — without a readily determinable fair value — — 34

Total $ 350 $ ( 3,939 ) $ ( 9,420 )

9 unchanged sentences

Weighted average discount rate 3.6 % 5.2 % 3.3 % 4.0 %

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

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, 2023 and 2022:

4 unchanged sentences

Range of Spreads (5)

December 31, 2022 December 31, 2021

2023 December 31, 2022

IH 2017-1 (6)

2027 4.23 % N/A $ 990,555 $ 992,695

2018 December 8,

2022 N/A N/A N/A — 568,495

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)

7 unchanged sentences

(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.

(2) Represents the maturity dates for all extension options that have been exercised for the mortgage loans.

(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.

(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 %.

Effective July 3, 2023, the interest rate for IH 2018-4 is based on the weighted average spread over Term SOFR adjusted for an 0.11 % credit spread adjustment.

As of December 31, 2023, Term SOFR was 5.35 %.

(5) Range of spreads is based on outstanding principal balances as of December 31, 2023.

1 unchanged sentence

(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.

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

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

(8) On January 8, 2024, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2024 to January 9, 2025 was confirmed by the lender (see Note 15).

Securitization Transactions

For each Securitization transaction, the Borrower Entity executed a loan agreement with a third party lender.

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 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.

IH 2017-1 is a 10 year, fixed rate mortgage loan comprised of two components.

Certificates issued by the trust in connection with Component A of IH 2017-1 benefit from FNMA’s guaranty of timely payment of principal and interest.

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, 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.

1 unchanged sentence

(dollar amounts in thousands)

mortgage loans.

Securitization Transactions

The Borrower Entity for IH 2018-4 executed a loan agreement with a third-party lender.

IH 2018-4 originally consisted of six floating rate components.

The two year initial term is subject to five , one year extension options at the Borrower Entity’s discretion.

IH 2017-1 is a 10 year, fixed rate mortgage loan comprised of two components, and Component A of IH 2017-1 benefits from FNMA’s guaranty of timely payment of principal and interest.

As of December 31, 2023 and 2022, a total of 10,581 and 10,712 homes, respectively, with a gross book value of $ 2,348,044 and $ 2,355,083 , respectively, and a net book value of $ 1,779,169 and $ 1,859,614 , respectively, are pledged pursuant to the mortgage loans.

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

1 unchanged sentence

Transactions with Trusts

Concurrent with the execution of each mortgage loan agreement, the respective third party lender sold each loan it originated to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”).

The Depositor Entities for our currently outstanding Securitizations are wholly owned subsidiaries.

We accounted for the transfers of the individual Securitizations from the wholly owned Depositor Entities to the respective Trusts as sales under ASC 860, Transfers and Servicing , with no resulting gain or loss as the Securitizations were both originated by the lender and immediately transferred at the same fair market value.

As consideration for the transfer of each loan to the Trusts, the Trusts issued classes of certificates which mirror the components of the individual loans (collectively, the “Certificates”) to the Depositor Entities, except that Class R certificates do not have related loan components as they represent residual interests in the Trusts.

The Certificates represent the entire beneficial interest in the Trusts.

Following receipt of the Certificates, the Depositor Entities sold the Certificates to investors and used the proceeds as consideration for the loans sold to the Depositor Entities by the lenders.

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.

Concurrent with the execution of each mortgage loan agreement, the respective third-party lender sold each loan it originated to individual depositor entities, which are wholly owned subsidiaries, who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”).

We accounted for the transfers of the individual Securitizations as sales under ASC 860, Transfers and Servicing , with no resulting gain or loss as the Securitizations were both originated by the lender and immediately transferred at the same fair market value.

These transactions had no effect on our consolidated financial statements other than with respect to certificates issued by the Trusts (collectively, the “Certificates”) that we retained in connection with Securitizations or purchased at a later date.

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.

1 unchanged sentence

The obligations of the Trusts do not have any recourse to the general credit of any entities in these consolidated financial statements.

We have evaluated our interests in certain certificates of the Trusts held by us (discussed below) and determined that they do not create a more than insignificant variable interest in the Trusts.

Additionally, the retained certificates do not provide us with any ability to direct activities that could impact the Trusts’ economic performance.

Therefore, we do not consolidate the Trusts.

Retained Certificates

We have evaluated our interests in certain certificates of the Trusts held by us and determined that they do not create a more than insignificant variable interest in the Trusts.

As the Trusts made Certificates available for sale to both domestic and foreign investors, sponsors of the mortgage loans are required to retain a portion of the risk that represents a material net economic interest in each loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended.

As such, loan sponsors are required to retain a portion of the credit risk that represents not less than 5 % of the aggregate fair value of the loan as of the closing date.

IH 2017-1 issued Class B certificates, which are restricted certificates that were made available exclusively to INVH LP in order to comply with the Risk Retention Rules.

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

As loan sponsors, we are thus required to retain a portion of the credit risk that represents not less than 5 % of the aggregate fair value of the loan as of the closing date.

Accordingly, we have retained the restricted Class B Certificates issued by IH 2017-1, which bear a stated annual interest rate of 4.23 % (including applicable servicing fees), that were made available exclusively to INVH LP to comply with 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 %.

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

The retained certificates, net of discount, total $ 86,471 and $ 86,980 as of December 31, 2023 and 2022, respectively, and are classified as held to maturity investments and recorded in other assets, net on the consolidated balance sheets (see Note 6).

6 unchanged sentences

Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves.

As of December 31, 2022, and through the date our consolidated financial statements were issued, we believe each Borrower Entity is in compliance with all affirmative and negative covenants for the mortgage loans.

For the mortgage loans, prepayments of amounts owed by us are generally not permitted under the terms of the respective mortgage loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements.

4 unchanged sentences

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.

For the year ended December 31, 2021, prepayments included the full repayment of the IH 2017-2 IH mortgage loan.

Secured Term Loan

On June 7, 2019, 2019-1 IH Borrower LP, a consolidated subsidiary (“2019-1 IH Borrower” and one of our Borrower Entities), entered into a 12 year loan agreement with a life insurance company (the “Secured Term Loan”).

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

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

The Secured Term Loan is secured by first priority mortgages on a portfolio of single-family rental properties as well as a first priority pledge of the equity interests of 2019-1 IH Borrower.

4 unchanged sentences

and (iv) general corporate purposes.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The following table sets forth a summary of our Secured Term Loan indebtedness as of December 31, 2023 and 2022:

6 unchanged sentences

Secured Term Loan, net $ 401,515 $ 401,530

(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.

(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 a comparable or successor rate to one month LIBOR 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.

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.

As of December 31, 2023 and 2022, the Secured Term Loan’s collateral pool contains 3,332 and 3,334 homes, respectively, with a gross book value of $ 828,570 and $ 813,543 , respectively, and a net book value of $ 675,075 and $ 688,625 , 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.

5 unchanged sentences

Negative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with limitations surrounding (i) the amount of 2019-1 IH Borrower’s indebtedness and the nature of its investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of 2019-1 IH Borrower’s business activities, and (v) the required maintenance of specified cash reserves.

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.

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 .

During the year ended December 31, 2023, we made mandatory prepayments of $ 234 under the terms of the Secured Term Loan agreement.

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

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

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, 2023 and 2022:

11 unchanged sentences

The following activity occurred during the years ended December 31, 2023, 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.

2 unchanged sentences

• 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.

• On August 2, 2023, in a public offering under our existing shelf registration statement, we issued (1) $ 450,000 aggregate principal amount of 5.45 % Senior Notes which mature on August 15, 2030 and (2) $ 350,000 aggregate principal amount of 5.50 % Senior Notes which mature on August 15, 2033.

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 in certain amounts or in certain periods that range from one to three months prior to the maturity date.

1 unchanged sentence

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”).

Prior to the September 17, 2021 execution of a parent guaranty agreement, the privately placed Unsecured Notes were not guaranteed.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Loan Covenants

12 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 Facilities and Revolving Facility

3 unchanged sentences

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.

On April 18, 2023, we amended the Credit Facility to convert the applicable interest rate from a LIBOR-based index to a Term SOFR-based index.

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”;

3 unchanged sentences

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:

The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facility as of December 31, 2023 and 2022:

Date Interest

10 unchanged sentences

January 31, 2025 6.35 % $ — $ —

(1) Interest rates for the 2020 Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin.

As of December 31, 2022, the applicable margins were 1.00 % and 0.89 %, respectively, and LIBOR was 4.39 %.

(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 %.

(1) Interest rates for the 2020 Term Loan Facility and the Revolving Facility are based on Term SOFR adjusted for a 0.10 % credit spread adjustment, plus an applicable margin.

As of December 31, 2023, the applicable margins were 1.00 % and 0.90 % for the 2020 Term Loan Facility and the Revolving Facility, respectively, and Term SOFR was 5.35 %.

INVITATION HOMES INC.

1 unchanged sentence

(dollar amounts in thousands)

(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 Term SOFR adjusted for a 0.10 % credit spread adjustment, plus the applicable margin.

As of December 31, 2023, the applicable margin was 1.25 %, and Term SOFR was 5.35 %.

Interest Rate and Fees

Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or a comparable or successor rate as provided for in our loan agreement) 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) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one month interest period plus 1.00 %.

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.

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

As a result of the April 18, 2023 amendment to the Credit Facility, borrowings thereunder bear interest, at our option, at a rate equal to (a) a Term SOFR rate determined by reference to the forward-looking SOFR rate published by Reuters (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing plus 0.10 % credit spread adjustment 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 %, (3) the Term SOFR rate that would be payable on such day for a Term SOFR rate loan with a one month interest period plus 1.00 %, and (4) 1.00 %.

Prior to the April 18, 2023 amendment to the Credit Facility, borrowings thereunder bore interest, at our option, at a rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or a comparable or successor rate as provided for in our loan agreement) 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) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one month interest period plus 1.00 %.

Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Term SOFR adjusted for an applicable credit spread adjustment (“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 margins for the Term Loan Facilities and the Revolving Facility as of December 31, 2023 are as follows:

Base Rate Loans Adjusted SOFR Rate Loans

2020 Term Loan Facility 0.00 % — 0.65 % 0.80 % — 1.65 %

2022 Term Loan Facility 0.15 % — 1.20 % 1.15 % — 2.20 %

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

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

1 unchanged sentence

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 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.

1 unchanged sentence

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.

7 unchanged sentences

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 at any time we do not have an Investment Grade Rating (defined below), 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.

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”), 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.

Prior to the Investment Grade Release, the obligations under the Credit Facility were guaranteed on a joint and several basis by each Subsidiary Guarantor, subject to certain exceptions.

3 unchanged sentences

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 $ 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.

INVITATION HOMES INC.

21 unchanged sentences

(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.

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).

Each of our swap agreements is designated for hedge accounting purposes and is currently indexed to one month Term SOFR.

While the original agreements provided for a prescribed transition to an alternate rate, this series of transactions amended or modified our Credit Facility and all of our LIBOR-indexed interest rate swap agreements such that each agreement is now indexed to Term SOFR.

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, 2023:

2 unchanged sentences

Rate Index Notional

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

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

April 19, 2018 March 15, 2019 February 28, 2025 2.86 % One month LIBOR 400,000

May 8, 2018 March 9, 2020 June 9, 2025 2.99 % One month LIBOR 325,000

May 8, 2018 June 9, 2020 June 9, 2025 2.99 % One month LIBOR 595,000

June 28, 2018 August 7, 2020 July 9, 2025 2.90 % One month LIBOR 1,100,000

December 9, 2019 July 15, 2021 November 30, 2024 2.90 % One month LIBOR 400,000

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

April 18, 2023 March 31, 2023 January 31, 2025 2.80 % One month Term SOFR $ 400,000

April 18, 2023 March 31, 2023 November 30, 2024 2.83 % One month Term SOFR 400,000

April 18, 2023 April 15, 2023 November 30, 2024 2.78 % One month Term SOFR 400,000

April 18, 2023 April 15, 2023 February 28, 2025 2.79 % One month Term SOFR 400,000

April 18, 2023 April 15, 2023 June 9, 2025 2.94 % One month Term SOFR 325,000

April 18, 2023 April 15, 2023 June 9, 2025 2.95 % One month Term SOFR 595,000

April 18, 2023 April 15, 2023 July 9, 2025 2.83 % One month Term SOFR 1,100,000

April 18, 2023 April 15, 2023 July 31, 2025 3.08 % One month Term SOFR 200,000

March 22, 2023 July 9, 2025 May 31, 2029 2.99 % One month Term SOFR 300,000

During the years ended December 31, 2022 and 2021, we terminated interest rate swaps or portions thereof and paid the counterparties $ 13,292 , and $ 20,798 , 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.

There were no such terminations during the year ended December 31, 2023.

During the years ended December 31, 2023, 2022, and 2021, interest rate swap instruments 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.

1 unchanged sentence

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 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.

To the extent that the maturity date of one or more of the mortgage loans is extended through an exercise of one or more extension options, replacement or extension interest rate cap agreements must be executed with terms similar to those associated with the initial interest rate cap agreements and strike prices equal to the greater of the interest rate cap strike price and the interest rate at which the debt service coverage ratio (as defined) is not less than 1.2 to 1.0.

The interest rate cap agreements, including all of our rights to payments owed by the counterparties and all other rights, have been pledged as additional collateral for the mortgage loans.

Concurrent with entering into certain of the mortgage loan agreements, 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.

To the extent that the maturity date of a mortgage loan is extended through an exercise of one or more extension options, a replacement or extension interest rate cap agreement must be executed with terms similar to those associated with the initial interest rate cap agreement and strike prices equal to the greater of the interest rate cap strike price and the interest rate at which the debt service coverage ratio (as defined) is not less than 1.2 to 1.0.

The interest rate cap agreement, including all of our rights to payments owed by the counterparties and all other rights, has been pledged as additional collateral for the mortgage loan.

Additionally, in certain instances, in order to minimize the cash impact of purchasing required interest rate caps, we simultaneously sell interest rate caps (which have identical terms and notional amounts) such that the purchase price and sales proceeds of the related interest rate caps are intended to offset each other.

The purchased and sold interest rate caps have strike prices ranging from approximately 7.56 % to 9.00 %.

As of December 31, 2023, the remaining interest rate cap has a strike price of 8.46 %.

INVITATION HOMES INC.

5 unchanged sentences

Fair Value as of Fair Value as of

Sheet Location December 31, 2022 December 31, 2021 Balance

Sheet Location December 31, 2022 December 31, 2021

Sheet Location December 31,

2023 December 31, 2022 Balance

Sheet Location December 31,

2023 December 31, 2022

Derivatives designated as hedging instruments:

25 unchanged sentences

The tables below present the effect of our derivative financial instruments in the consolidated statements of comprehensive income (loss) and the consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021:

Amount of Gain (Loss) Recognized

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

Amount of Gain 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

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

10 unchanged sentences

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, 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)

As of December 31, 2023, we were not in a net liability position with any of our derivative counterparties.

Note 9— Stockholders’ Equity

6 unchanged sentences

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

2020 Public Offering

On June 4, 2020, we completed an underwritten public offering of 16,675,000 shares of our common stock, including 2,175,000 shares sold pursuant to the underwriters’ full exercise of the option to purchase additional shares.

During the year ended December 31, 2020, this offering generated net proceeds of $ 447,533 , after giving effect to commissions and other costs totaling $ 6,861 .

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

At the Market Equity Program

2 unchanged sentences

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.

We did not sell any shares of common stock under the 2021 ATM Equity Program during the year ended December 31, 2023 and 2021.

As of December 31, 2023, $ 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.

During the year ended December 31, 2021, we sold 9,008,528 shares of our common stock under our 2019 ATM Equity Program, generating net proceeds of $ 362,589 , after giving effect to agent commissions and other costs totaling $ 6,225 .

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

2 unchanged sentences

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:

The following table summarizes our dividends paid from January 1, 2022 through December 31, 2023:

Record Date Amount

per Share Pay Date Total Amount Declared

per Share Pay Date Total Amount Paid

Q4-2023 November 7, 2023 $ 0.26 November 22, 2023 $ 160,350

6 unchanged sentences

Q1-2022 February 14, 2022 0.22 February 28, 2022 134,240

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).

On December 8, 2023, our board of directors declared a dividend of $ 0.28 per share to stockholders of record on December 27, 2023, which was paid on January 19, 2024.

Note 10— Share-Based Compensation

2 unchanged sentences

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

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

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

14 unchanged sentences

Such awards are reflected as an increase in the number of awards granted and vested in the table below.

Certain other LTIP PRSUs did not achieve performance criteria, resulting in the cancellation of 47,145 , and 5,348 awards during the years ended December 31, 2021 and 2020, respectively.

Certain other LTIP PRSUs did not achieve performance criteria, resulting in the cancellation of 47,145 awards during the year ended December 31, 2021.

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

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

• Bonus and Retention Awards:

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:

Other Award Activity

• Other Awards:

During the year ended December 31, 2023, we granted 50,895 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2024 annual stockholders meeting, s ubject to continued service on the board of directors through such date.

During the years ended December 31, 2022 and 2021, INVH issued 36,912 and 43,767 time-vesting RSUs, which awards fully vested on the dates of INVH’s 2023 and 2022 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.

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.

• Assumed Awards:

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

During the year ended December 31, 2023, we granted 56,562 employment awards in the form of time-vesting RSUs that vest in three equal annual installments based on an anniversary date of the grant date.

• Modifications:

On February 1, 2023, the vesting conditions of certain outstanding equity awards with a pre-modification aggregate fair value of $ 3,741 were modified, resulting in an incremental $ 309 of share-based compensation expense over the remaining service period.

During the year ended December 31, 2023, $ 1,941 of previously recognized share-based compensation expense with respect to these awards was reversed, and we began amortizing the modified fair value over the remaining service period.

Outperformance Awards

3 unchanged sentences

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 .

Earned awards vested 50 % on the certification date in April 2022, 25 % vested on March 31, 2023, and the remaining 25 % will vest on March 31, 2024, subject to continued employment.

The estimated fair value of 2019 Outperformance Awards that fully vested during the year ended December 31,

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

2023 was an aggregate $ 3,164 .

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.

7 unchanged sentences

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.

As of December 31, 2023, 2022 Outperformance Awards with an approximate aggregate $ 17,500 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Summary of Total Share-Based Awards

26 unchanged sentences

(2) All vested share-based awards are included in basic EPS for the periods after each award’s vesting date.

The estimated fair value of share-based awards that fully vested during the years ended December 31, 2022, 2021, and 2020 was $ 21,154 , $ 18,214 , and $ 12,625 , respectively.

During the years ended December 31, 2022, 2021, and 2020, 3,084 , 1,033 , and 2,109 RSUs, respectively, were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.

The estimated aggregate fair value of share-based awards that fully vested during the years ended December 31, 2023, 2022, and 2021 was $ 23,265 , $ 21,154 , and $ 18,214 , respectively.

During the years ended December 31, 2023, 2022, and 2021, 5,306 , 3,084 , 1,033 RSUs, respectively, were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Grant-Date Fair Values

1 unchanged sentence

However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models.

The following table summarizes the significant inputs utilized in these models for such awards granted during the years ended December 31, 2022, 2021, and 2020:

The following table summarizes the significant inputs utilized in these models for such awards granted or modified during the years ended December 31, 2023, 2022, and 2021:

For the Years Ended December 31,

6 unchanged sentences

Expected holding period (years) 1.00 — 2.84

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Summary of Total Share-Based Compensation Expense

13 unchanged sentences

For additional information related to our investments in equity securities as of December 31, 2023 and 2022, refer to Note 6.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Recurring Fair Value Measurements

16 unchanged sentences

Level 3 3,225,000 3,230,747 3,225,000 3,233,677

Convertible Senior Notes (7)

Level 3 — — 141,397 141,631

(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 $ 20,144 and $ 11,934 of unamortized discount and excludes $ 23,211 and $ 18,534 of deferred financing costs as of December 31, 2023 and 2022, 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(3) The carrying values of the mortgage loans include $ 1,232 and $ 1,584 of unamortized discount and exclude $ 6,329 and $ 7,929 of deferred financing costs as of December 31, 2023 and 2022, respectively.

(4) The carrying value of the Unsecured Notes — private placement excludes $ 1,178 and $ 1,347 of deferred financing costs as of December 31, 2023 and 2022, respectively.

1 unchanged sentence

(6) The carrying values of the Term Loan Facilities exclude $ 13,186 and $ 21,433 of deferred financing costs as of December 31, 2023 and 2022, 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.

19 unchanged sentences

2023 2022 2021

Investments in single-family residential properties, net held for use (Level 3):

Pre-impairment amount $ — $ — $ 451

Total impairments — — ( 89 )

Fair value $ — $ — $ 362

For the Years Ended December 31,

2022 2021 2020

Investments in single-family residential properties, net held for sale (Level 3):

2 unchanged sentences

Fair value $ 1,781 $ 898 $ 2,932

We did not record any impairments for our investments in single-family residential properties, net held for use during the years ended December 31, 2023, 2022, and 2021.

For additional information related to our single-family residential properties as of December 31, 2023 and 2022, refer to Note 3.

ROU Lease Assets

During the year ended December 31, 2020, we relocated one of our corporate offices and vacated the former location.

As the expected undiscounted sublease payments through the remaining original lease term of the vacated office space no longer exceeded the carrying value of the related ROU lease asset, we concluded that the ROU lease asset was not fully recoverable.

During the year ended December 31, 2020, we recorded impairment of $ 1,750 in other, net in the consolidated statements of operations.

The fair value of the ROU lease asset measured at fair value on a nonrecurring basis, which is classified as Level 3 in the fair value hierarchy, was determined based on a discounted cash flow analysis reflective of the income expected from a sublease.

We did not record any impairment of our ROU lease assets during the years ended December 31, 2022 and 2021.

For additional information related to our ROU lease assets as of December 31, 2022 and 2021, refer to Note 6.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 12— Earnings per Share

11 unchanged sentences

Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are 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, 2023, 2022, and 2021, 3,125 , 57,278 , and 16,939 , incremental shares attributed to non-vested share-based awards, respectively, are excluded from the denominator because they are anti-dilutive.

For the years ended December 31, 2023, 2022, and 2021, 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.

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

As such, they had no effect on potential dilution for the year ended December 31, 2023.

For the years ended December 31, 2022 and 2021, using the “if-converted” method, 290,079 and 11,293,203 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 2022 Convertible Notes for the years ended December 31, 2022, 2021, and 2020.

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

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

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

Note 13— Income Tax

We account for income taxes under the asset and liability method.

For our TRSs, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards.

For our taxable REIT subsidiaries (“TRSs”), deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

2 unchanged sentences

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 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.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

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

These transactions resulted in $ 253 , $ 150 , and $ 551 of current income tax expense for the years ended December 31, 2023, 2022, and 2021, respectively.

Note 14— Commitments and Contingencies

6 unchanged sentences

2026 1,916 908

2027 1,341 638

Thereafter 158 —

13 unchanged sentences

Total finance lease cost $ 3,165 $ 2,910 $ 3,104

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

New-Build Commitments

We have entered into binding purchase agreements with certain homebuilders for the purchase of 2,370 homes over the next six years .

We have entered into binding purchase agreements with certain homebuilders for the purchase of 1,789 homes over the next four years .

Estimated remaining commitments under these agreements total approximately $ 630,000 as of December 31, 2023.

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, 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.

As of December 31, 2023, there are no material contingent liabilities related to uninsured losses with respect to our properties.

Legal Matters

4 unchanged sentences

In connection with the preparation of the accompanying consolidated financial statements, we have evaluated events and transactions occurring after December 31, 2023, for potential recognition or disclosure.

Dividend Declaration

On December 8, 2023, our board of directors declared a dividend of $ 0.28 per share to stockholders of record on December 27, 2023, which was paid on January 19, 2024.

Extensions of Existing Mortgage Loans

On January 8, 2024, the extension of the maturity date of the IH 2018-4 mortgage loan from January 9, 2024 to January 9, 2025 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

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.

Property Management

In January 2024, we entered into an agreement with a third-party portfolio owner of single-family residential homes to provide property and asset management services for approximately 14,000 homes.

Substantially all of the homes are located within our existing markets.

INVITATION HOMES INC.

9 unchanged sentences

Land Depreciable

12,652 2,599 $ 285,388 $ 330,153 $ 1,661,865 $ — $ 327,492 $ 330,153 $ 1,989,357 $ 2,319,510 $ ( 488,924 ) 1920-2022 2012-2022 7 - 32 years

5,357 1,091 145,309 197,087 863,086 — 134,515 197,087 997,601 1,194,688 ( 202,369 ) 1900-2022 2012-2022 7 - 32 years

2,520 — — 127,277 313,075 — 118,145 127,277 431,220 558,497 ( 128,396 ) 1877-2015 2012-2017 7 - 32 years

12,708 2,566 $ 289,591 $ 335,731 $ 1,718,453 $ — $ 358,899 $ 335,731 $ 2,077,352 $ 2,413,083 $ ( 563,862 ) 1920-2023

5,490 1,098 153,342 204,200 912,329 — 146,760 204,200 1,059,089 1,263,289 ( 241,358 ) 1900-2023

2,488 — — 125,730 309,516 — 124,900 125,730 434,416 560,146 ( 144,910 ) 1877-2015 2012-2017 7 - 32 years

2,983 882 102,753 145,215 540,050 — 64,743 145,215 604,793 750,008 ( 108,034 ) 1952-2023

2,581 842 122,585 232,338 636,652 — 93,954 232,338 730,606 962,944 ( 135,473 ) 1885-2021 2017-2022 7 - 32 years

2,341 576 45,598 79,242 362,332 — 38,302 79,242 400,634 479,876 ( 76,290 ) 1954-2023

45 — — 2,983 8,880 — 2 2,983 8,882 11,865 ( 141 ) 1990-2016

2023 7 - 32 years

1,994 274 43,910 94,649 261,712 — 69,937 94,649 331,649 426,298 ( 107,299 ) 1955-2023

3,418 862 127,722 161,569 702,562 — 85,150 161,569 787,712 949,281 ( 162,761 ) 1961-2019 2012-2023

21 — — 752 4,916 — 3 752 4,919 5,671 ( 75 ) 1990-2014

2023 7 - 32 years

1,073 5 619 63,462 131,402 — 62,338 63,462 193,740 257,202 ( 69,589 ) 1886-2015 2013-2015 7 - 32 years

27 — — 2,338 7,718 — 190 2,338 7,908 10,246 ( 105 ) 1992-2023

2023 7 - 32 years

1 unchanged sentence

4,298 755 139,584 353,502 797,661 — 165,887 353,502 963,548 1,317,050 ( 264,083 ) 1900-2019 2012-2022 7 - 32 years

6,449 1,172 154,957 234,174 950,330 — 183,515 234,174 1,133,845 1,368,019 ( 262,168 ) 1947-2022 2012-2022 7 - 32 years

8,907 1,568 229,127 390,900 1,261,235 — 237,161 390,900 1,498,396 1,889,296 ( 315,788 ) 1929-2022 2012-2022 7 - 32 years

6,716 1,165 156,230 249,409 1,033,740 — 198,101 249,409 1,231,841 1,481,250 ( 307,487 ) 1947-2023

9,223 1,556 228,451 429,149 1,371,037 — 255,225 429,149 1,626,262 2,055,411 ( 374,272 ) 1929-2023

4,038 148 32,721 331,366 746,882 — 201,520 331,366 948,402 1,279,768 ( 235,147 ) 1890-2022 2012-2022 7 - 32 years

South Florida

8,383 580 124,492 723,401 1,533,492 — 254,045 723,401 1,787,537 2,510,938 ( 461,672 ) 1922-2022 2012-2022 7 - 32 years

8,267 579 127,399 714,913 1,518,011 — 271,065 714,913 1,789,076 2,503,989 ( 526,271 ) 1937-2023

Southern California

7,505 1,265 279,865 960,066 1,434,776 — 269,348 960,066 1,704,124 2,664,190 ( 510,300 ) 1900-2014 2012-2021 7 - 32 years

8,627 1,334 186,298 360,391 1,326,371 — 238,101 360,391 1,564,472 1,924,863 ( 372,040 ) 1923-2022 2012-2022 7 - 32 years

9,162 1,327 185,616 395,276 1,503,344 — 261,709 395,276 1,765,053 2,160,329 ( 435,225 ) 1923-2023

84,378 13,900 $ 2,035,986 $ 4,881,890 $ 14,001,973 $ — $ 2,668,033 $ 4,881,890 $ 16,670,006 $ 21,551,896 $ ( 4,262,682 )

(1) Number of properties represents 84,567 total properties owned less 189 properties classified as held for sale and recorded in other assets, net on the consolidated balance sheet as of December 31, 2023.

26 unchanged sentences

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