Invitation Homes Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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 80 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. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level. Changes in Internal Control There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. 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. 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. Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2023. The report is included herein. 81 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Invitation Homes Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 21, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Dallas, Texas February 21, 2024 82 ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 83 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated by reference from the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference from the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated from reference to the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference from the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated by reference from the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023. 84 PART IV Item 15. Exhibits and Financial Statement Schedules. The following documents are filed as part of this report: (a) Financial Statements Invitation Homes Inc. Consolidated Financial Statements as of December 31, 2023 and 2022 and for the three years in the period ended December 31, 2023 Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 1 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Comprehensive Income (Loss) F- 5 Consolidated Statements of Equity F- 6 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 9 (b) Financial Statement Schedule Invitation Homes Inc. as of December 31, 2023 and for the three years in the period ended December 31, 2023 Schedule III Real Estate and Accumulated Depreciation F- 42 (c) Exhibits 85 EXHIBIT INDEX Exhibit number Description 2.1 Agreement and Plan of Merger, dated August 9, 2017, by and among Invitation Homes Inc., Invitation Homes Operating Partnership LP, IH Merger Sub, LLC, Starwood Waypoint Homes and Starwood Waypoint Homes Partnership, L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017). 3.1 Charter of Invitation Homes Inc., dated as of February 6, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). 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. 1-38004) filed on February 19, 2020). 4.2 Indenture, dated as of January 10, 2017, between Starwood Waypoint Homes and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed January 10, 2017). 4.3 Form of 3.50% Convertible Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 of SWH’s Current Report on Form 8-K (File No. 1-36163) filed January 10, 2017). 4.4 First Supplemental Indenture between Invitation Homes Inc., IH Merger Sub LLC and Wilmington Trust, National Association, as trustee dated as of November 16, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, 2017). 4.5 Indenture, dated as of August 6, 2021, among Invitation Homes Operating Partnership LP, the Guarantors (as defined therein) party hereto and U.S. Bank National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on August 6, 2021). 4.6 First Supplemental Indenture, dated as of August 6, 2021 among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank National Association, as trustee including the form of 2.000% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on August 6, 2021). 4.7 Second Supplemental Indenture, dated as of November 5, 2021, among the Issuer, the Guarantors and the Trustee, including the form of 2.300% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021). 4.8 Third Supplemental Indenture, dated as of November 5, 2021, among the Issuer, the Guarantors and the Trustee, including the form of 2.700% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021). 4.9 Fourth Supplemental Indenture, dated as of April 5, 2022, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, including the form of 4.150% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on April 5, 2022). 86 Exhibit number Description 4.10 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). 4.11 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. 1-38004) filed on May 26, 2021). 10.2 Form of Invitation Homes Operating Partnership LP 2.46% Senior Note, Series A, due May 25, 2028 (included as a part of Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on May 26, 2021)). 10.3 Form of Invitation Homes Operating Partnership LP 3.18% Senior Note, Series B, due May 25, 2036 (included as a part of Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on May 26, 2021)). 10.4 Parent Guaranty Agreement dated as of September 17, 2021 re: 2.46% Senior Notes, Series A, due May 25, 2028 and 3.18% Senior Notes, Series B, due May 25, 2036 of Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on October 28, 2021). 10.5 Parent Guaranty dated as of September 17, 2021 by Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC for the benefit of Bank of America, N.A., in its capacity as the administrative agent for the Lenders under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, for the benefit of itself and such Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on October 28, 2021). 10.6 Amended and Restated Agreement of Limited Partnership of Invitation Homes Operating Partnership LP, dated as of August 9, 2017, by and among Invitation Homes OP GP LLC and Invitation Homes Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on August 14, 2017). 10.7 Amended and Restated Registration Rights Agreement, dated as of October 4, 2016, among SWH and the other parties named therein (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K (File No. 1- 36163) filed with the SEC on October 11, 2016). 10.8 Assignment and Assumption Agreement, dated as of November 16, 2017, between Invitation Homes Inc. and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 20, 2017). 10.9 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on December 9, 2020). 87 Exhibit number Description 10.10 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). 10.11 Term Loan Agreement, dated as of June 22, 2022, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on June 22, 2022). 10.12 Loan Agreement, dated as of April 28, 2017, between IH 2017-1 Borrower, LP, as Borrower, and Wells Fargo Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed May 1, 2017). 10.13 Loan Agreement, dated as of February 8, 2018, between IH 2018-1 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 12, 2018). 10.14 Loan Agreement, dated as of May 8, 2018, between IH 2018-2 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on May 9, 2018). 10.15 Loan Agreement, dated as of June 28, 2018, between IH 2018-3 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on July 2, 2018). 10.16 Loan Agreement, dated as of November 7, 2018, between IH 2018-4 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 8, 2018). 10.17 Loan Agreement, dated as of June 7, 2019, between 2019-1 IH Borrower LP, as Borrower, and Rothesay Life PLC, 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 June 10, 2019). 10.18 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). 10.19 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). 10.20 Form of Director and Officer Indemnification Agreement. † 10.21 Invitation Homes Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). † 10.22 Employment Agreement with Dallas B. Tanner, dated November 9, 2015 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). † 88 Exhibit number Description 10.23 Employment Agreement with Ernest M. Freedman, dated September 4, 2015 (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). † 10.24 Form of Award Notice and Restricted Stock Unit Agreement for Non-Employee Directors (General Form) (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). † 10.25 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). † 10.26 Invitation Homes Inc. Executive Severance Plan (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, 2020.) † 10.27 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) . † 10.28 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). † 10.29 Executive Transition Services Agreement dated February 1, 2023, between Ernest M. Freedman and Invitation Homes Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 1, 2023) . † 21.1 Subsidiaries of the Registrant. 23.1 Consent of Deloitte & Touche LLP. 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 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 89 Exhibit number Description 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † 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. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements or other documents. ITEM 16. FORM 10-K SUMMARY None. 90 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 21st day of February 2024. Invitation Homes Inc. By: /s/ Dallas B. Tanner Name: Dallas B. Tanner Title: 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 Chief Executive Officer, and Director Dallas B. Tanner (Principal Executive Officer) /s/ Jonathan S. Olsen Executive Vice President and Chief Financial Officer Jonathan S. Olsen (Principal Financial Officer) /s/ Kimberly K. Norrell Executive Vice President and Chief Accounting Officer Kimberly K. Norrell (Principal Accounting Officer) /s/ Michael D. Fascitelli Chairman and Director Michael D. Fascitelli /s/ Jana C. Barbe Director Jana C. Barbe /s/ Richard D. Bronson Director Richard D. Bronson /s/ Jeffrey E. Kelter Director Jeffrey E. Kelter /s/ Joseph D. Margolis Director Joseph D. Margolis 91 Signature Title /s/ John B. Rhea Director John B. Rhea /s/ Janice L. Sears Director Janice L. Sears /s/ Frances Aldrich Sevilla-Sacasa Director Frances Aldrich Sevilla-Sacasa /s/ Keith D. Taylor Director Keith D. Taylor 92 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Invitation Homes Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Investments in Single-Family Residential Properties—Refer to Notes 2, 3, and 6 to the financial statements Critical Audit Matter Description 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. The determination of which costs to capitalize requires significant management judgment. 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 F-1 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. Given the number of homes and the volume and nature of the different transactions affecting the acquisition, disposition, recognition, and classification of investments in single-family residential properties, performing audit procedures to evaluate the accounting for investments in single-family residential properties was challenging and required an increased extent of audit effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to whether the investments in single-family residential properties were accounted for appropriately included the following, among others: • We tested the effectiveness of relevant controls over investments in single-family residential properties, including management’s controls over the acquisition, cost capitalization, classification, depreciation, and disposition of its properties. • We selected a sample of properties acquired during the year and evaluated the accuracy of the amounts recorded and appropriate transfer of title. • We selected a sample of costs capitalized during the year and evaluated the accuracy and classification of recorded amounts. We also developed an expectation of repairs and maintenance costs that were charged to expense based on the historical amounts recorded, taking into account changes in the portfolio of single-family residential properties and market conditions, and compared our expectation to the recorded balance. • We developed an expectation of depreciation expense based on the cost basis of investments in single-family residential properties, taking into account the estimated useful life and the percentage of the year the property was in use, and compared our expectation to the recorded balance. We also evaluated the estimated useful lives used by management by comparing the estimates to external industry sources. • We selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31, 2023. We also selected a sample of properties sold after December 31, 2023 and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, 2023. • We selected a sample of properties disposed during the year and evaluated the terms and conditions of the sales contracts to assess whether the sale was properly recorded, including the removal of assets from the accounting records and related gain or loss on sale. /s/ Deloitte & Touche LLP Dallas, Texas February 21, 2024 We have served as the Company’s auditor since 2013. F-2 INVITATION HOMES INC. CONSOLIDATED BALANCE SHEETS As of December 31, 2023 and 2022 (in thousands, except shares and per share data) December 31, 2023 December 31, 2022 Assets: Investments in single-family residential properties: Land $ 4,881,890 $ 4,800,110 Building and improvements 16,670,006 15,900,825 21,551,896 20,700,935 Less: accumulated depreciation ( 4,262,682 ) ( 3,670,561 ) Investments in single-family residential properties, net 17,289,214 17,030,374 Cash and cash equivalents 700,618 262,870 Restricted cash 196,866 191,057 Goodwill 258,207 258,207 Investments in unconsolidated joint ventures 247,166 280,571 Other assets, net 528,896 513,629 Total assets $ 19,220,967 $ 18,536,708 Liabilities: Mortgage loans, net $ 1,627,256 $ 1,645,795 Secured term loan, net 401,515 401,530 Unsecured notes, net 3,305,467 2,518,185 Term loan facilities, net 3,211,814 3,203,567 Revolving facility — — Accounts payable and accrued expenses 200,590 198,423 Resident security deposits 180,455 175,552 Other liabilities 103,435 70,025 Total liabilities 9,030,532 8,213,077 Commitments and contingencies (Note 14) Equity: Stockholders' equity Preferred stock, $ 0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, 2023 and 2022 — — Common stock, $ 0.01 par value per share, 9,000,000,000 shares authorized, 611,958,239 and 611,411,382 outstanding as of December 31, 2023 and 2022, respectively 6,120 6,114 Additional paid-in capital 11,156,736 11,138,463 Accumulated deficit ( 1,070,586 ) ( 951,220 ) Accumulated other comprehensive income 63,701 97,985 Total stockholders' equity 10,155,971 10,291,342 Non-controlling interests 34,464 32,289 Total equity 10,190,435 10,323,631 Total liabilities and equity $ 19,220,967 $ 18,536,708 The accompanying notes are an integral part of these consolidated financial statements. F-3 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except shares and per share data) For the Years Ended December 31, 2023 2022 2021 Revenues: Rental revenues and other property income $ 2,418,631 $ 2,226,641 $ 1,991,722 Management fee revenues 13,647 11,480 4,893 Total revenues 2,432,278 2,238,121 1,996,615 Expenses: Property operating and maintenance 880,335 786,351 706,162 Property management expense 95,809 87,936 71,597 General and administrative 82,344 74,025 75,815 Interest expense 333,457 304,092 322,661 Depreciation and amortization 674,287 638,114 592,135 Impairment and other 8,596 28,697 8,676 Total expenses 2,074,828 1,919,215 1,777,046 Gains (losses) on investments in equity securities, net 350 ( 3,939 ) ( 9,420 ) Other, net ( 2,435 ) ( 11,261 ) ( 5,835 ) Gain on sale of property, net of tax 183,540 90,699 60,008 Losses from investments in unconsolidated joint ventures ( 17,877 ) ( 9,606 ) ( 1,546 ) Net income 521,028 384,799 262,776 Net income attributable to non-controlling interests ( 1,558 ) ( 1,470 ) ( 1,351 ) Net income attributable to common stockholders 519,470 383,329 261,425 Net income available to participating securities ( 696 ) ( 661 ) ( 327 ) Net income available to common stockholders — basic and diluted (Note 12) $ 518,774 $ 382,668 $ 261,098 Weighted average common shares outstanding — basic 611,893,784 609,770,610 577,681,070 Weighted average common shares outstanding — diluted 613,288,708 611,112,396 579,209,523 Net income per common share — basic $ 0.85 $ 0.63 $ 0.45 Net income per common share — diluted $ 0.85 $ 0.63 $ 0.45 The accompanying notes are an integral part of these consolidated financial statements. F-4 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) For the Years Ended December 31, 2023 2022 2021 Net income $ 521,028 $ 384,799 $ 262,776 Other comprehensive income (loss) 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 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. F-5 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF EQUITY For the Years Ended December 31, 2023, 2022, and 2021 (in thousands, except share and per share data) Common Stock Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-Controlling Interests Total Equity Balance as of December 31, 2020 567,117,666 $ 5,671 $ 9,707,258 $ ( 661,162 ) $ ( 546,942 ) $ 8,504,825 $ 51,248 $ 8,556,073 Capital distributions — — — — — — ( 2,107 ) ( 2,107 ) Net income — — — 261,425 — 261,425 1,351 262,776 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 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 Capital distributions — — — — — — ( 2,397 ) ( 2,397 ) Net income — — — 383,329 — 383,329 1,470 384,799 Dividends and dividend equivalents paid ($ 0.88 per share) — — — ( 539,680 ) — ( 539,680 ) — ( 539,680 ) Issuance of common stock — settlement of RSUs, net of tax 660,756 7 ( 12,876 ) — — ( 12,869 ) — ( 12,869 ) 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 — — 24,950 — — 24,950 4,012 28,962 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 ) — Balance as of December 31, 2022 611,411,382 6,114 11,138,463 ( 951,220 ) 97,985 10,291,342 32,289 10,323,631 Capital distributions — — — — — — ( 2,374 ) ( 2,374 ) Net income — — — 519,470 — 519,470 1,558 521,028 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 ) Share-based compensation expense — — 26,428 — — 26,428 3,075 29,503 Total other comprehensive loss — — — — ( 34,284 ) ( 34,284 ) ( 84 ) ( 34,368 ) Balance as of December 31, 2023 611,958,239 $ 6,120 $ 11,156,736 $ ( 1,070,586 ) $ 63,701 $ 10,155,971 $ 34,464 $ 10,190,435 The accompanying notes are an integral part of these consolidated financial statements. F-6 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Years Ended December 31, 2023 2022 2021 Operating Activities: Net income $ 521,028 $ 384,799 $ 262,776 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 674,287 638,114 592,135 Share-based compensation expense 29,503 28,962 27,170 Amortization of deferred financing costs 16,203 15,014 13,126 Amortization of debt discounts 1,998 1,653 6,244 Provisions for impairment 427 310 650 (Gains) losses on investments in equity securities, net ( 350 ) 3,939 9,420 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 Losses from investments in unconsolidated joint ventures, net of operating distributions 20,620 11,433 1,982 Other non-cash amounts included in net income 5,572 30,963 14,744 Changes in operating assets and liabilities: Other assets, net ( 24,524 ) ( 10,887 ) ( 15,095 ) Accounts payable and accrued expenses 24,375 ( 5,989 ) 32,892 Resident security deposits 4,903 10,385 7,231 Other liabilities 7,211 ( 3,896 ) ( 267 ) Net cash provided by operating activities 1,107,088 1,023,587 907,660 Investing Activities: Deposits for acquisition of single-family residential properties 6,365 ( 35,460 ) ( 60,135 ) Acquisition of single-family residential properties ( 969,670 ) ( 564,706 ) ( 1,126,826 ) Initial renovations to single-family residential properties ( 30,207 ) ( 122,371 ) ( 77,408 ) Other capital expenditures for single-family residential properties ( 221,102 ) ( 208,070 ) ( 162,832 ) Proceeds from sale of single-family residential properties 488,055 240,034 231,676 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 Investments in unconsolidated joint ventures ( 442 ) ( 167,728 ) ( 65,000 ) Non-operating distributions from unconsolidated joint ventures 13,227 6,119 1,890 Other investing activities ( 27,062 ) ( 22,707 ) ( 12,366 ) Net cash used in investing activities ( 773,552 ) ( 814,413 ) ( 1,159,558 ) Financing Activities: Payment of dividends and dividend equivalents ( 638,129 ) ( 539,033 ) ( 393,812 ) Distributions to non-controlling interests ( 2,374 ) ( 2,397 ) ( 2,107 ) Payment of taxes related to net share settlement of RSUs ( 8,149 ) ( 12,869 ) ( 9,411 ) Payments on mortgage loans ( 20,491 ) ( 1,412,249 ) ( 1,766,865 ) Payments on secured term loan ( 234 ) — — Proceeds from unsecured notes 790,144 598,434 1,938,036 Proceeds from term loan facility — 725,000 — F-7 INVITATION HOMES INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) For the Years Ended December 31, 2023 2022 2021 Proceeds from revolving facility 150,000 130,000 400,000 Payments on revolving facility ( 150,000 ) ( 130,000 ) ( 400,000 ) Proceeds from issuance of common stock, net — 98,367 933,790 Deferred financing costs paid ( 7,767 ) ( 13,043 ) ( 16,990 ) Other financing activities ( 2,979 ) ( 16,315 ) ( 23,653 ) Net cash provided by (used in) financing activities 110,021 ( 574,105 ) 658,988 Change in cash, cash equivalents, and restricted cash 443,557 ( 364,931 ) 407,090 Cash, cash equivalents, and restricted cash, beginning of period (Note 4) 453,927 818,858 411,768 Cash, cash equivalents, and restricted cash, end of period (Note 4) $ 897,484 $ 453,927 $ 818,858 Supplemental cash flow disclosures: 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 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 6,026 6,025 5,911 Financing cash flows from finance leases 2,942 2,642 2,720 Non-cash investing and financing activities: Accrued renovation improvements at period end $ 1,858 $ 2,272 $ 13,400 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 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 ROU assets obtained in exchange for finance lease liabilities 3,255 340 115 Net settlement of 2022 Convertible Notes in shares of common stock — 141,219 203,509 The accompanying notes are an integral part of these consolidated financial statements. F-8 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Note 1— Organization and Formation Invitation Homes Inc. (“INVH”) is a real estate investment trust (“REIT”) that conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). 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, 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. In connection with certain pre-IPO reorganization transactions, INVH LP became (1) owned by INVH directly and through Invitation Homes OP GP LLC, a wholly owned subsidiary of INVH (the “General Partner”), and (2) the owner of all of the assets, liabilities, and operations of certain pre-IPO ownership entities. These transactions were accounted for as a reorganization of entities under common control utilizing historical cost basis. 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. The limited partnership interests of INVH LP consist of common units and other classes of limited partnership interests that may be issued (the “OP Units”). As of December 31, 2023, INVH owns 99.7 % of the common OP Units and has the full, exclusive, and complete responsibility for and discretion over the day-to-day management and control of INVH LP. Our organizational structure includes several wholly owned subsidiaries of INVH LP that were formed to facilitate certain of our financing arrangements (the “Borrower Entities”). These Borrower Entities are used to align the ownership of our single-family residential properties with certain of our debt instruments. Collateral for certain of our individual debt instruments may be in the form of equity interests in the Borrower Entities or in pools of single-family residential properties owned either directly by the Borrower Entities or indirectly by their wholly owned subsidiaries (see Note 7). References to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer, collectively, to INVH, INVH LP, and the consolidated subsidiaries of INVH LP. Note 2— Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (“SEC”). These consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. We consolidate wholly owned subsidiaries and entities we are otherwise able to control in accordance with GAAP. We evaluate each investment entity that is not wholly owned to determine whether to follow the variable interest entity (“VIE”) or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, we then evaluate whether the entity should be consolidated. Under the VIE model, we consolidate an investment if we have control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. 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. F-9 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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. When events or circumstances indicate that our investments in unconsolidated joint ventures may not be recoverable, we assess the investments for and recognize other-than-temporary impairment. Non-controlling interests represent the OP Units not owned by INVH, including any OP Units resulting from vesting and conversion of units granted in connection with certain share-based compensation awards. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021 include an allocation of the net income attributable to the non-controlling interest holders. OP Units are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed. Significant Risks and Uncertainties 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, 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 The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates are inherently subjective in nature and actual results could differ 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. F-10 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 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: Upon acquisition, we evaluate our acquired single-family residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Our purchases of homes are treated as asset acquisitions and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, homeowners’ association (“HOA”), and other mechanic’s and miscellaneous liens, as well as other closing costs. Properties acquired in a business combination are recorded at fair value. The fair values of acquired in-place lease intangibles, if any, are based on the costs to execute similar leases, including commissions and other related costs. The origination value of in-place lease intangibles also includes an estimate of lost rent revenue at in-place rental rates during the estimated time required to lease the property. In-place lease intangibles are amortized over the life of the leases and are recorded in other assets, net in our consolidated balance sheets. • Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies, including renovation costs and other costs associated with activities that are directly related to preparing our properties for use as rental real estate. Other costs include interest costs, property taxes, property insurance, utilities, HOA fees, and a portion of the salaries and benefits of the Manager’s employees who are directly responsible for the execution of our stabilization activities. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased. Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred, and we capitalize expenditures that improve or extend the life of a home, a portion of the salaries and benefits of the Manager’s employees who are directly responsible for such improvements, and for certain furniture and fixtures additions. The determination of which costs to capitalize requires significant judgment. Accordingly, many factors are considered as part of our evaluation processes with no one factor necessarily determinative. • Depreciation: Costs capitalized in connection with single-family residential property acquisitions, stabilization activities, and on an ongoing basis are depreciated over their estimated useful lives on a straight-line basis. Based on a periodic review of the useful lives of the components of our buildings and improvements, we extended the weighted average useful lives range for depreciation thereof from 7 to 28.5 years to 7 to 32 years. This change was implemented for additions to our single-family residential properties placed in service after December 31, 2021. The depreciation period commences upon the completion of stabilization-related activities or upon the completion of improvements made on an ongoing basis. • Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. Examples of such events and changes in circumstances that we consider include significant and persistent declines in an individual property’s net operating income, regional changes in home price appreciation as measured by certain independently developed indices, change in expected use of the property, significant adverse legal factors, substantive damage to the individual property as a result of natural disasters and other risks inherent in our business not covered by insurance proceeds, or a current expectation that a property will be disposed of prior to the end of its estimated useful life. 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 F-11 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 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. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. • Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. At the time that any such properties are identified, we perform an evaluation to determine whether or not such properties should be classified as held for sale in accordance with GAAP. Factors considered as part of our held for sale evaluation process include whether the following conditions have been met: (i) we have committed to a plan to sell a property; (ii) the property is immediately available for sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been initiated; (iv) the sale of a property is probable within one year (generally determined based upon listing for sale); (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. To the extent that these factors are all present, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2023 and 2022, we classified $ 46,203 and $ 29,842 , respectively, as held for sale assets in our consolidated balance sheets (see Note 6). Cash and Cash Equivalents For purposes of presentation on both the consolidated balance sheets and statements of cash flows, we consider financial instruments with an original maturity of three months or less to be cash and cash equivalents. We maintain our cash and cash equivalents in multiple financial institutions and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. We believe any risks are mitigated through the size and the number of financial institutions at which our cash balances are held. Restricted Cash Restricted cash represents cash deposited in accounts related to certain rent deposits and collections, security deposits, property taxes, insurance premiums and deductibles, and capital expenditures (see Note 4). Amounts deposited in the reserve accounts associated with the mortgage loans and the secured term loan can only be used as provided for in the respective loan agreements (see Note 7), and security deposits held pursuant to lease agreements are required to be segregated. Accordingly, these items are separately presented within our consolidated balance sheets. Investments in Debt Securities, net Investments in debt securities that we have a positive intent and ability to hold to maturity are classified as held to maturity and are presented within other assets, net on our consolidated balance sheets (see Note 6). These investments are recorded at amortized cost net of the amount expected not to be collected. Interest income, including amortization of any premium or discount, is classified as other, net in the consolidated statements of operations. For purposes of classification within the consolidated statements of cash flows, purchases of and repayments from these securities are classified as investing activities. F-12 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Investments in Equity Securities Investments in equity securities consist of investments both with and without a readily determinable fair value. These are presented within other assets, net on our consolidated balance sheets (see Note 6). Investments with a readily determinable fair value are measured at fair value. Investments without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investment in the same issuer. Any such unrealized gains and losses and impairments are included in gains (losses) on investments in equity securities, net in the consolidated statements of operations. Amounts Deposited and Held by Others Amounts deposited and held by others consist of earnest money deposits for the acquisition of single-family residential properties, including deposits made to homebuilders, and amounts owed to us from title companies in connection with the disposition of homes. These are presented within other assets, ne t on our consolidated balance sheets (see Note 6). Deferred Financing Costs Costs incurred that are directly attributable to procuring external financing are deferred and amortized over the term of the related financing agreement as interest expense in the consolidated statements of operations, and we accelerate amortization if the debt is retired before the maturity date. 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. Convertible Senior Notes ASC 470-20, Debt with Conversion and Other Options , requires that the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The initial proceeds from the issuance of convertible notes are allocated between a liability component and an equity component in a manner that reflects interest expense at the rate of similar nonconvertible debt that could have been issued at such time. The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance. We measure the fair value of the debt component of our convertible senior notes as of the issuance date based on our nonconvertible debt borrowing rate. In connection with 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. Amortization of this discount was recorded as interest expense in the consolidated statement of operations for the years ended December 31, 2022 and 2021. Revenue Recognition and Resident Receivables Rental revenues and other property income, net of any concessions and uncollectible amounts, consists primarily of rents collected under lease agreements related to our single-family residential properties. We enter into leases directly with our residents, and our leases typically have a term of one to two years . As a lessor, our leases with residents are classified as operating leases under ASC 842, Leases , (“ASC 842”). 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 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. The lease component is the predominant component in these arrangements, and as such, we recognize rental revenues and other property income in accordance with ASC 842. Variable lease payments consist of resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. 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. F-13 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 We lease our corporate and regional offices, related office equipment, and a fleet of vehicles for use by our field associates and account for each as either an operating or finance lease pursuant to ASC 842 (see Note 6 and Note 14). Specifically, we account for leases for our corporate and regional offices as operating leases. In addition to monthly rent payments, we reimburse the lessors of our office spaces for our share of operating expenses as defined in the leases. Such amounts are not included in the measurement of the lease liability but are recognized as a variable lease expense when incurred. At this time, it is not reasonably certain that we will exercise any of the future renewal or termination options on these leases, and the measurement of the right-of-use (“ROU”) asset and lease liability is calculated assuming we will not exercise any of the remaining renewal or termination options. We have elected the practical expedient under which the lease components of our office and vehicle fleet leases are not separated from the nonlease components. ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. We use our incremental borrowing rate to calculate the present value of our lease payments. We have elected the short-term lease recognition exemption for our office equipment leases and therefore do not record these leases on our consolidated balance sheets. These office equipment leases are not material to our consolidated financial statements. Goodwill Goodwill incurred in connection with a business combination is not amortized as it has an indefinite life. We test goodwill for impairment annually, on October 31st, or more frequently if circumstances indicate that the goodwill carrying value may exceed its fair value. As of December 31, 2023 , no impairment of goodwill has been recorded. Fair Value Measurements The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between two willing parties. This amount is determined based on an exit price approach, which contemplates the price that would be received to sell an asset (or paid to transfer a liability) in an orderly transaction between market participants at the measurement date. GAAP has established a valuation hierarchy based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2—Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement. See Note 11 for further information related to our fair value measurements. F-14 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Earnings Per Share We present both basic and diluted earnings (loss) per common share (“EPS”) in our consolidated financial statements. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding for the period, excluding non-vested share-based awards. Our share-based awards consist of restricted stock units (“RSUs”), including certain RSUs that contain performance and market based vesting conditions (“PRSUs”), and Outperformance Awards (as defined in Note 10) (see Share-Based Compensation Expense below). Diluted EPS reflects the maximum potential dilution that could occur from non-vested share-based awards and the convertible senior notes using the “if-converted” method. For diluted EPS, the numerator is adjusted for any changes in net income (loss) that would result from the assumed conversion of these potential shares of common stock. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period. All outstanding non-vested share-based awards with nonforfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities, as identified in Note 10. As such, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings in periods when we have net income. Derivatives We enter into interest rate swap and interest rate cap agreements (collectively, “Hedging Derivatives”) for interest rate risk management purposes. We do not enter into Hedging Derivatives for trading or other speculative purposes, and all of our Hedging Derivatives are carried at fair value in our consolidated balance sheets. Designated hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we have not elected to designate as hedges. Pursuant to the terms of certain of our mortgage loans, we are required to maintain interest rate caps. 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 sale proceeds of the related interest rate caps are intended to offset each other. 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 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 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. For Non-Designated Hedges, changes in fair value are reflected within interest expense in the consolidated statements of operations. For Designated Hedges, changes in fair value are reported as a component of other comprehensive income (loss) in our consolidated balance sheets and reclassified into earnings as interest expense in our consolidated statements of operations when the hedged transactions affect earnings. See Note 8 for further discussion of derivative financial instruments. Share-Based Compensation Expense We recognize share-based compensation expense for share-based awards based on their grant-date fair value, net of expected forfeitures, over the service period from the grant date to vest date for each tranche. The grant-date fair value of RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for PRSUs and Outperformance Awards with market condition vesting criteria are based on Monte-Carlo option pricing models. 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. F-15 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. Share-based compensation expense is presented as components of general and administrative expense and property management expense in our consolidated statements of operations. See Note 10 for further discussion of share-based compensation expense. Income Taxes We have elected to be treated as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (the “Code”). Our qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which are related to organizational structure, distribution levels, diversity of stock ownership, and certain restrictions with regard to owned assets and categories of income. As a REIT, we are generally not subject to United States federal corporate income tax on our taxable income that is currently distributed to stockholders. However, if we fail to qualify as a REIT in any taxable year, our taxable income could be subject to United States federal and state and local income taxes at regular corporate rates. Even if we qualify as a REIT, we may be subject to certain state and local income taxes as well as United States federal income and excise taxes in various situations, such as on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries (“TRSs”) is subject to federal, state, and local income taxes. A TRS is a subsidiary C corporation that has not elected REIT status and as such is subject to United States federal and state corporate income tax. We use TRS entities to facilitate our ability to perform non-real estate related activities and/or perform non-customary services for residents that cannot be offered directly by a REIT. For our TRS entities, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for United States federal income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We reduce deferred tax assets by recording a valuation allowance when we determine, based on available evidence, that it is more likely than not that the assets will not be realized. We recognize the tax consequences associated with intercompany transfers between the REIT and TRS entities when the related assets affect our net income or loss, generally through depreciation, impairment losses, or sales to third-party entities. Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Our federal and various state and local jurisdiction tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires. The years open to examination generally range from 2020 to present. Segment Reporting Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer. Under the provisions of ASC 280, Segment Reporting , we have determined that we have one reportable segment related to acquiring, renovating, leasing, and operating single-family homes as rental properties. The CODM evaluates operating performance and allocates resources on a total portfolio basis. The CODM utilizes net operating income as the primary measure to evaluate performance of the total portfolio. Recently Adopted Accounting Standards 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”). In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which refines the scope of Topic 848 and clarifies some of its guidance. ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024 (as extended by the FASB in December 2022). In certain cases, we have elected to apply the hedge accounting expedients related F-16 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 The following table sets forth the net carrying amount associated with our properties by component: December 31, 2023 December 31, 2022 Land $ 4,881,890 $ 4,800,110 Single-family residential property 15,977,256 15,228,631 Capital improvements 565,214 548,700 Equipment 127,536 123,494 Total gross investments in the properties 21,551,896 20,700,935 Less: accumulated depreciation ( 4,262,682 ) ( 3,670,561 ) Investments in single-family residential properties, net $ 17,289,214 $ 17,030,374 As of December 31, 2023 and 2022, the carrying amount of the residential properties above includes $ 135,004 and $ 129,341 , respectively, of capitalized acquisition costs (excluding purchase price), along with $ 78,073 and $ 76,408 , respectively, of capitalized interest, $ 30,531 and $ 30,435 , respectively, of capitalized property taxes, $ 5,037 and $ 4,982 , respectively, of capitalized insurance, and $ 3,691 and $ 3,627 , respectively, of capitalized HOA fees. During the years ended December 31, 2023, 2022, and 2021, we recognized $ 663,398 , $ 629,301 , and $ 585,101 , respectively, of depreciation expense related to the components of the properties, and $ 10,889 , $ 8,813 , and $ 7,034 , respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization 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 F-17 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. Note 4— Cash, Cash Equivalents, and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets that sum to the total of such amounts shown in the consolidated statements of cash flows: December 31, 2023 December 31, 2022 Cash and cash equivalents $ 700,618 $ 262,870 Restricted cash 196,866 191,057 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 897,484 $ 453,927 Pursuant to the terms of the mortgage loans and the Secured Term Loan (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts. These reserve accounts include, but are not limited to, the following types of accounts: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with our mortgage loans and Secured Term Loan are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease agreements that we are required to segregate. We are also required to hold letters of credit by certain of our insurance policies. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our consolidated balance sheets as restricted cash. The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the mortgage loan and Secured Term Loan agreements and are to be released to us subject to certain conditions specified in the loan agreements being met. To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours. The balances of our restricted cash accounts, as of December 31, 2023 and 2022, are set forth in the table below. As of December 31, 2023 and 2022, no amounts were funded to the insurance accounts as the conditions specified in the mortgage loan and Secured Term Loan agreements that require such funding did not exist. December 31, 2023 December 31, 2022 Resident security deposits $ 181,097 $ 175,829 Collections 8,278 7,415 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 F-18 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Note 5— Investments In Unconsolidated Joint Ventures The following table summarizes our investments in unconsolidated joint ventures, which are accounted for using the equity method model of accounting, as of December 31, 2023 and 2022: Number of Properties Owned Carrying Value Ownership Percentage December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Pathway Property Company (1) 100.0 % 504 340 $ 120,639 $ 131,542 2020 Rockpoint JV (1) 20.0 % 2,609 2,610 62,578 70,103 FNMA (2) 10.0 % 426 488 32,303 46,151 Pathway Operating Company (3) 15.0 % N/A N/A 21,008 22,011 2022 Rockpoint JV (1) 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 within the Western United States. (3) Represents an investment in an operating company that provides a technology platform and asset management services. In November 2021, we entered into agreements with Pathway Homes and its affiliates, among others, to form a joint venture that will provide unique opportunities for customers to identify a home whereby they are able to first lease and then, if they choose, purchase the home in the future. We have fully funded our capital commitment to the operating company (“Pathway Operating Company”) which provides the technology platform and asset management services for the entity that owns and leases the homes (“Pathway Property Company”). Pathway Homes and its affiliates are responsible for the operations and management of Pathway Operating Company, and we do not have a controlling interest in Pathway Operating Company. As of December 31, 2023, we have funded $ 136,700 to Pathway Property Company, and our remaining equity commitment is $ 88,300 . A wholly owned subsidiary of INVH LP provides property management and renovation oversight services for and earns fees from Pathway Property Company. As the asset manager, Pathway Operating Company is responsible for the operations and management of Pathway Property Company, and we do not have a controlling interest in Pathway Property Company. In October 2020, we entered into an agreement with Rockpoint Group, L.L.C. (“Rockpoint”) to form a joint venture that will acquire homes in markets where we already own homes (the “2020 Rockpoint JV”). The joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing. We have fully funded our capital commitment to the 2020 Rockpoint JV. The administrative member of the 2020 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions. We earn property and asset management fees from the 2020 Rockpoint JV. We acquired our interest in the joint venture with the Federal National Mortgage Association (“FNMA”) via the SWH merger. The managing member of the FNMA joint venture is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to FNMA’s approval of major decisions. We earn property and asset management fees from the FNMA joint venture. In March 2022, we entered into a second agreement with Rockpoint to form a joint venture that will acquire homes in premium locations and at higher price points relative to our other investments in single-family residential properties (the “2022 Rockpoint JV”). As of December 31, 2023, we have funded $ 10,442 to the 2022 Rockpoint JV, and our remaining equity commitment is $ 39,558 . 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. The administrative member of the 2022 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions. We earn property and asset management fees from the 2022 Rockpoint JV. F-19 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. 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. Note 6— Other Assets As of December 31, 2023 and 2022, the balances in other assets, net are as follows: December 31, 2023 December 31, 2022 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 Held for sale assets (1) 46,203 29,842 Corporate fixed assets, net 31,474 24,484 ROU lease assets — operating and finance, net 13,532 16,534 Deferred financing costs, net 2,972 5,850 Other 16,034 14,561 Total $ 528,896 $ 513,629 (1) As of December 31, 2023 and 2022, 189 and 131 properties, respectively, are classified as held for sale. Investments in Debt Securities, net In connection with certain of our Securitizations (as defined in Note 7), we have retained and purchased certificates totaling $ 86,471 , net of unamortized discounts of $ 1,232 as of December 31, 2023. These investments in debt securities are classified as held to maturity investments. 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 We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months, provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements. Rental revenues and other property income and the corresponding rent and other receivables are recorded net of any concessions and bad debt (including actual write-offs, credit reserves, and uncollectible amounts) for all periods presented. Variable lease payments consist of resident reimbursements for utilities, and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. 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. F-20 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: Year Lease Payments to be Received 2024 $ 1,410,362 2025 243,253 2026 — 2027 — 2028 — Thereafter — Total $ 1,653,615 Investments in Equity Securities We hold investments in equity securities both with and without a readily determinable fair value. 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. As of December 31, 2023 and 2022, the values of our investments in equity securities are as follows: December 31, 2023 December 31, 2022 Investments without a readily determinable fair value $ 54,686 $ 21,500 Investments with a readily determinable fair value 1,305 913 Total $ 55,991 $ 22,413 The components of gains (losses) on investments in equity securities, net as of years ended December 31, 2023, 2022, and 2021 are as follows: For the Years Ended December 31, 2023 2022 2021 Net losses recognized on investments sold during the reporting period — with a readily determinable value $ — $ ( 1,452 ) $ ( 5,483 ) Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value 350 ( 2,487 ) ( 3,937 ) Total $ 350 $ ( 3,939 ) $ ( 9,420 ) ROU Lease Assets — Operating and Finance, net The following table presents supplemental information related to leases into which we have entered as a lessee as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Other assets $ 9,236 $ 4,296 $ 12,862 $ 3,672 Other liabilities (Note 14) 11,097 3,796 14,925 3,483 Weighted average remaining lease term 3.3 years 2.9 years 3.0 years 1.4 years Weighted average discount rate 3.6 % 5.2 % 3.3 % 4.0 % F-21 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Deferred Financing Costs, net In connection with the amended and restated Revolving Facility (see Note 7), we incurred $ 11,846 of financing costs, which have been deferred as other assets, net on our consolidated balance sheets. We amortize deferred financing costs as interest expense on a straight-line basis over the term of the Revolving Facility and accelerate amortization if debt is retired before the maturity date. As of December 31, 2023 and 2022, the unamortized balances of these deferred financing costs are $ 2,972 and $ 5,850 , respectively. Note 7— Debt Mortgage Loans Our securitization transactions (the “Securitizations” or the “mortgage loans”) are collateralized by certain homes owned by the respective Borrower Entities. We utilize the proceeds from our Securitizations to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into Securitization reserve accounts; (iii) closing costs in connection with the mortgage loans; and (iv) general costs associated with our operations. The following table sets forth a summary of our mortgage loan indebtedness as of December 31, 2023 and 2022: Outstanding Principal Balance (1) Origination Date Maturity Date (2) Maturity Date if Fully Extended (3) Interest Rate (4) Range of Spreads (5) December 31, 2023 December 31, 2022 IH 2017-1 (6) April 28, 2017 June 9, 2027 June 9, 2027 4.23 % N/A $ 990,555 $ 992,695 IH 2018-4 (7)(8) November 7, 2018 January 9, 2024 January 9, 2026 6.70 % 115 - 145 bps 643,030 661,029 Total Securitizations 1,633,585 1,653,724 Less: deferred financing costs, net ( 6,329 ) ( 7,929 ) Total $ 1,627,256 $ 1,645,795 (1) Outstanding principal balance is net of discounts and does not include deferred financing costs, net. (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. 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. (6) Net of unamortized discount of $ 1,232 and $ 1,584 as of December 31, 2023 and 2022, respectively. (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 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). F-22 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) 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. 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, and Component A of IH 2017-1 benefits 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, 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. We are obligated to make monthly payments of interest for each mortgage loan. 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, 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. The assets held by the Trusts are restricted and can only be used to fulfill the obligations of those entities. 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 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 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 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). F-23 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Loan Covenants The general terms that apply to all of the mortgage loans require each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting, and legal requirements specified in the mortgage loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective mortgage loan agreements. 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. Prepayments 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. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. 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 spread maintenance premium if prepayment occurs before the month following the one or two year anniversary of the closing dates of each of the mortgage loans except for IH 2017-1. For IH 2017-1, prepayments on or before December 2026 will require a yield maintenance premium. For the years ended December 31, 2023, 2022, and 2021, we made voluntary and mandatory prepayments of $ 20,491 , $ 1,412,249 , and $ 1,766,865 , respectively, under the terms of the mortgage loan agreements. 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 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 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. We utilized the proceeds from the Secured Term Loan to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into the Secured Term Loan’s reserve accounts; (iii) transaction costs related to the closing of the Secured Term Loan; and (iv) general corporate purposes. F-24 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: Maturity Date Interest Rate (1) December 31, 2023 December 31, 2022 Secured Term Loan June 9, 2031 3.59 % $ 403,129 $ 403,363 Deferred financing costs, net ( 1,614 ) ( 1,833 ) 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 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. Collateral 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. In addition, four times after the first anniversary of the closing date, 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15 % of the then-outstanding principal balance of the Secured Term Loan in order to bring the loan-to-value ratio back in line with the Secured Term Loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the Secured Term Loan, but rather would reduce the number of single-family rental homes included in the collateral pool. Loan Covenants The Secured Term Loan requires 2019-1 IH Borrower to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the loan agreement, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the loan agreement. 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. Prepayments 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. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. 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. 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. F-25 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Unsecured Notes Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our existing shelf registration statement that automatically became effective upon filing with the SEC in July 2021 and expires in July 2024 or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”). We utilize proceeds from the Unsecured Notes to fund: (i) repayments of then-outstanding indebtedness, including the Securitizations; (ii) closing costs in connection with the Unsecured Notes; and (iii) general costs associated with our operations and other corporate purposes, including acquisitions. Interest on the Unsecured Notes is payable semi-annually in arrears. The following table sets forth a summary of our Unsecured Notes as of December 31, 2023 and 2022: Interest Rate (1) December 31, 2023 December 31, 2022 Total Unsecured Notes, net (2) 2.00 % — 5.50 % $ 3,329,856 $ 2,538,066 Deferred financing costs, net ( 24,389 ) ( 19,881 ) Total $ 3,305,467 $ 2,518,185 (1) Represents the range of contractual rates in place as of December 31, 2023. (2) Net of unamortized discount of $ 20,144 and $ 11,934 as of December 31, 2023 and 2022. See “Debt Maturities Schedule” for information about maturity dates for the Unsecured Notes. Debt Issuances The following activity occurred during the years ended December 31, 2023, 2022, and 2021 with respect to the Unsecured Notes. • 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. • On August 6, 2021, in a public offering under our existing shelf registration statement, we issued $ 650,000 aggregate principal amount of 2.00 % Senior Notes which mature on August 15, 2031. • On November 5, 2021, in a public offering under our existing shelf registration statement, we issued (1) $ 600,000 aggregate principal amount of 2.30 % Senior Notes which mature on November 15, 2028 and (2) $ 400,000 aggregate principal amount of 2.70 % Senior Notes which mature on January 15, 2034. • 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. Prepayments 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. The privately placed Unsecured Notes require any prepayment to be an amount not less than 5% of the aggregate principal amount then outstanding. Guarantees 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”). F-26 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Loan Covenants The Unsecured Notes issued publicly under our registration statement contain customary covenants, including, among others, limitations on the incurrence of debt; and they include the following financial covenants related to the incurrence of debt: (i) an aggregate debt test; (ii) a debt service test; (iii) a maintenance of total unencumbered assets; and (iv) a secured debt test. The privately placed Unsecured Notes contain customary covenants, including, among others, limitations on distributions, fundamental changes, and transactions with affiliates; and they include the following financial covenants, subject to certain qualifications: (i) a maximum total leverage ratio; (ii) a maximum secured leverage ratio; (iii) a maximum unencumbered leverage ratio; (iv) a minimum fixed charge coverage ratio; and (v) a minimum unsecured interest coverage ratio. 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. Term Loan Facilities and Revolving Facility On December 8, 2020, we entered into an Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $ 3,500,000 of borrowing capacity and consists of a $ 1,000,000 revolving facility (the “Revolving Facility”) and a $ 2,500,000 term loan facility (the “2020 Term Loan Facility”), both of which mature on January 31, 2025, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. 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”; and together with the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $ 725,000 of borrowing capacity, consisting of a $ 150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $ 575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) mature on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $ 950,000 at any time, subject to certain limitations. The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facility as of December 31, 2023 and 2022: Maturity Date Interest Rate December 31, 2023 December 31, 2022 2020 Term Loan Facility (1)(2) January 31, 2025 6.45 % $ 2,500,000 $ 2,500,000 2022 Term Loan Facility (3) June 22, 2029 6.70 % 725,000 725,000 Total Term Loan Facilities 3,225,000 3,225,000 Less: deferred financing costs, net ( 13,186 ) ( 21,433 ) Term Loan Facilities, net $ 3,211,814 $ 3,203,567 Revolving Facility (1)(2) January 31, 2025 6.35 % $ — $ — (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 %. F-27 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 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 % 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. In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. Under the Credit Facility, we are required to pay a facility fee ranging from 0.10 % to 0.30 %. We are also required to pay customary letter of credit fees. Under the 2022 Term Loan Facility, we were required to pay an unused commitment fee to the lenders equal to the daily unused balance of the Delayed Draw Term Loan commitments at a rate of 0.20 % per annum prior to December 8, 2022 when the commitments were fully funded. Prepayments and Amortization No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2020 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to Term SOFR loans. We are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility (a) on or prior to the first anniversary of the closing subject to a 2.0 % prepayment fee, (b) on or prior to the second anniversary of the closing subject to a 1.0 % prepayment fee, and (c) at any time thereafter without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities. F-28 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Loan Covenants The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our subsidiaries to (i) engage in certain mergers, consolidations, or liquidations, (ii) sell, lease, or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements. The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unsecured interest coverage ratio, and (vi) maximum secured recourse. If at any time we do not have an Investment Grade Rating (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. Guarantees 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. On September 17, 2021, as a result of the execution of a parent guaranty agreement, the obligations under the Credit Facility became guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub. In connection with the 2022 Term Loan Facility, we entered into a similar parent guaranty agreement with INVH, the General Partner, and IH Merger Sub. Convertible Senior Notes In connection with the SWH merger, we assumed certain convertible senior notes 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 in connection with the SWH merger. 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 . F-29 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Debt Maturities Schedule The following table summarizes the contractual maturities of our debt as of December 31, 2023: Year Mortgage Loans (1)(2) Secured Term Loan Unsecured Notes Term Loan Facilities (3) Revolving Facility (3) Total 2024 $ 643,030 $ — $ — $ — $ — $ 643,030 2025 — — — 2,500,000 — 2,500,000 2026 — — — — — — 2027 991,787 — — — — 991,787 2028 — — 750,000 — — 750,000 Thereafter — 403,129 2,600,000 725,000 — 3,728,129 Total 1,634,817 403,129 3,350,000 3,225,000 — 8,612,946 Less: deferred financing costs, net ( 6,329 ) ( 1,614 ) ( 24,389 ) ( 13,186 ) — ( 45,518 ) Less: unamortized debt discount ( 1,232 ) — ( 20,144 ) — — ( 21,376 ) Total $ 1,627,256 $ 401,515 $ 3,305,467 $ 3,211,814 $ — $ 8,546,052 (1) The maturity dates of the obligations are reflective of all extensions that have been exercised as of December 31, 2023. If fully extended, we would have no mortgage loans maturing before 2026. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe. (2) On 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). (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. Note 8— Derivative Instruments From time to time, we enter into derivative instruments to manage the economic risk of changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. Designated Hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-Designated Hedges are derivatives that do not meet the criteria for hedge accounting or that we did not elect to designate as hedges. Designated Hedges 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 Term SOFR. 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 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. F-30 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: Agreement Date Forward Effective Date Maturity Date Strike Rate Index Notional Amount 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. 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. During the next 12 months, we estimate that $ 57,501 will be reclassified to earnings as a decrease in interest expense. Non-Designated Hedges 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. As of December 31, 2023, the remaining interest rate cap has a strike price of 8.46 %. F-31 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Fair Values of Derivative Instruments on the Consolidated Balance Sheets The table below presents the fair value of our derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2023 and 2022: Asset Derivatives Liability Derivatives Fair Value as of Fair Value as of Balance Sheet Location December 31, 2023 December 31, 2022 Balance Sheet Location December 31, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate swaps Other assets $ 75,487 $ 119,157 Other liabilities $ — $ — Derivatives not designated as hedging instruments: Interest rate caps Other assets 1 36 Other liabilities — — Total $ 75,488 $ 119,193 $ — $ — Offsetting Derivatives We enter into master netting arrangements, which reduce risk by permitting net settlement of transactions with the same counterparty. The tables below present a gross presentation, the effects of offsetting, and a net presentation of our derivatives as of December 31, 2023 and 2022: December 31, 2023 Gross Amounts Not Offset in the Statement of Financial Position Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Offsetting assets: Derivatives $ 75,488 $ — $ 75,488 $ — $ — $ 75,488 Offsetting liabilities: Derivatives $ — $ — $ — $ — $ — $ — December 31, 2022 Gross Amounts Not Offset in the Statement of Financial Position Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net Amount Offsetting assets: Derivatives $ 119,193 $ — $ 119,193 $ — $ — $ 119,193 Offsetting liabilities: Derivatives $ — $ — $ — $ — $ — $ — F-32 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Effect of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations 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 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, 2023 2022 2021 2023 2022 2021 2023 2022 2021 Derivatives in cash flow hedging relationships: Interest rate swaps $ 39,488 $ 327,323 $ 113,394 Interest expense $ 73,856 $ ( 59,103 ) $ ( 148,742 ) $ 333,457 $ 304,092 $ 322,661 Location of Loss Recognized in Net Income on Derivative Amount of Loss Recognized in Net Income on Derivative For the Years Ended December 31, 2023 2022 2021 Derivatives not designated as hedging instruments: Interest rate caps Interest expense $ 73 $ 81 $ 129 Credit-Risk-Related Contingent Features 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, 2023, we were not in a net liability position with any of our derivative counterparties. Note 9— Stockholders’ Equity As of December 31, 2023, we have issued 611,958,239 shares of common stock. In addition, we issue OP Units from time to time which, upon vesting, are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our consolidated balance sheets and statements of equity. As of December 31, 2023, 1,869,483 outstanding OP Units are redeemable. During the years ended December 31, 2023, 2022, and 2021, we issued 546,857 , 10,365,944 , and 33,927,772 shares of common stock, respectively. 2021 Public Offering During the year ended December 31, 2021, we completed an underwritten public offering of 14,375,000 shares of our common stock, including 1,875,000 shares sold pursuant to the underwriters’ full exercise of the option to purchase additional shares. This offering generated net proceeds of $ 571,201 , after giving effect to commissions and other costs totaling $ 3,799 . F-33 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) At the Market Equity Program On December 20, 2021, we entered into distribution agreements with a syndicate of banks (the “Agents” and the “Forward Sellers”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 1,250,000 of our common stock through the Agents and the Forward Sellers (the “2021 ATM Equity Program”). In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction. During the year ended December 31, 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 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 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. Dividends To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We intend to pay quarterly dividends to our stockholders that in the aggregate are approximately equal to or exceed our net taxable income in the relevant year. The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors. The following table summarizes our dividends paid from January 1, 2022 through December 31, 2023: Record Date Amount per Share Pay Date Total Amount Paid Q4-2023 November 7, 2023 $ 0.26 November 22, 2023 $ 160,350 Q3-2023 August 8, 2023 0.26 August 25, 2023 160,540 Q2-2023 May 10, 2023 0.26 May 26, 2023 159,493 Q1-2023 February 14, 2023 0.26 February 28, 2023 158,453 Q4-2022 November 8, 2022 0.22 November 23, 2022 135,654 Q3-2022 August 9, 2022 0.22 August 26, 2022 135,042 Q2-2022 May 10, 2022 0.22 May 27, 2022 134,744 Q1-2022 February 14, 2022 0.22 February 28, 2022 134,240 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 Our board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock. F-34 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). Time-vesting RSUs are participating securities for EPS purposes, and PRSUs and Outperformance Awards are not. Share-Based Awards The following summarizes our share-based award activity during the years ended December 31, 2023, 2022, and 2021. Annual Long Term Incentive Plan (“LTIP”): • Annual LTIP Awards Granted: During the years ended December 31, 2023, 2022, and 2021, we granted 776,492 640,107 , and 675,627 RSUs, respectively, pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions, each of which is subject to continued employment through the applicable vesting date. LTIP time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”). All of the LTIP Awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules. • PRSU Results: During the years ended December 31, 2023, 2022, and 2021, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 188,001 , 285,601 , and 159,180 shares of common stock, respectively. 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 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. 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. 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 On May 1, 2019, the Compensation Committee approved equity based awards in the form of PRSUs and OP Units (the “2019 Outperformance Awards”). The 2019 Outperformance Awards included market based vesting conditions related to absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2022. In April 2022, the absolute TSR and the relative TSR were separately calculated, and the Compensation Committee certified achievement of each at maximum achievement. The number of earned 2019 Outperformance Awards was then determined based on the earned dollar value of the awards (at maximum) and the stock price at the performance certification date, resulting in 311,425 earned PRSUs and 498,224 earned OP Units. Earned awards vested 50 % on the certification date in April 2022, 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, F-35 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. The grant-date fair value is amortized ratably over each vesting period. On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs and OP Units (the “2022 Outperformance Awards” and together with the 2019 Outperformance Awards, the “Outperformance Awards”). The 2022 Outperformance Awards may be earned based on the achievement of rigorous absolute TSR and relative TSR return thresholds over a three year performance period ending March 31, 2025. The 2022 Outperformance Awards provide that upon completion of 75 % of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date will be calculated consistent with the award terms. To the extent performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50 % of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. The final award achievement will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. Upon completion of the performance period, the dollar value of the awards earned under the absolute and relative TSR components will be separately calculated, and the number of earned 2022 Outperformance Awards will be determined based on the earned dollar value of the awards and the stock price at the performance certification date. Earned awards will vest 50 % on the certification date and 50 % on March 31, 2026, subject to continued employment. 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. Summary of Total Share-Based Awards The following table summarizes activity related to non-vested time-vesting RSUs and PRSUs, other than Outperformance Awards, during the years ended December 31, 2023, 2022, and 2021: Time-Vesting Awards PRSUs Total Share-Based Awards (1) Number Weighted Average Grant Date Fair Value (Actual $) Number Weighted Average Grant Date Fair Value (Actual $) Number Weighted Average Grant Date Fair Value (Actual $) Balance, December 31, 2020 560,123 $ 24.54 975,811 $ 26.36 1,535,934 $ 25.70 Granted 252,249 30.30 626,325 27.44 878,574 28.26 Vested (2) ( 396,185 ) ( 23.44 ) ( 436,493 ) ( 23.31 ) ( 832,678 ) ( 23.37 ) Forfeited / canceled ( 19,102 ) ( 29.83 ) ( 68,106 ) ( 23.25 ) ( 87,208 ) ( 24.69 ) Balance, December 31, 2021 397,085 29.05 1,097,537 28.38 1,494,622 28.56 Granted 339,517 37.39 730,078 31.46 1,069,595 33.34 Vested (2) ( 213,884 ) ( 28.84 ) ( 602,994 ) ( 24.67 ) ( 816,878 ) ( 25.76 ) Forfeited / canceled ( 12,846 ) ( 35.22 ) ( 13,050 ) ( 29.16 ) ( 25,896 ) ( 32.16 ) Balance, December 31, 2022 509,872 34.54 1,211,571 32.08 1,721,443 32.81 Granted 350,949 31.67 721,001 30.51 1,071,950 30.89 Vested (2) ( 220,208 ) ( 33.06 ) ( 505,933 ) ( 31.54 ) ( 726,141 ) ( 32.00 ) Forfeited / canceled ( 29,894 ) ( 34.14 ) ( 61,697 ) ( 31.22 ) ( 91,591 ) ( 32.17 ) Balance, December 31, 2023 610,719 $ 33.44 1,364,942 $ 31.48 1,975,661 $ 32.09 (1) Total share-based awards excludes Outperformance Awards. (2) All vested share-based awards are included in basic EPS for the periods after each award’s vesting date. 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. F-36 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Grant-Date Fair Values The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. 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 or modified during the years ended December 31, 2023, 2022, and 2021: For the Years Ended December 31, 2023 2022 2021 Expected volatility (1) 20.5 % — 30.0 % 28.9 % — 33.6 % 33.2 % Risk-free rate 4.31 % — 4.62 % 1.72 % — 2.59 % 0.31 % Expected holding period (years) 1.00 — 2.84 2.84 — 3.00 2.84 (1) Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index. Summary of Total Share-Based Compensation Expense During the years ended December 31, 2023, 2022, and 2021, we recognized share-based compensation expense as follows: For the Years Ended December 31, 2023 2022 2021 General and administrative $ 22,540 $ 22,469 $ 21,743 Property management expense 6,963 6,493 5,427 Total $ 29,503 $ 28,962 $ 27,170 As of December 31, 2023, there is $ 33,635 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 1.71 years. Note 11— Fair Value Measurements The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and certain components of other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements, interest rate cap agreements, and investments in equity securities with a readily determinable fair value are recorded at fair value on a recurring basis within our consolidated financial statements. The fair values of our interest rate caps and swaps, which are classified as Level 2 in the fair value hierarchy, are estimated using market values of instruments with similar attributes and maturities. See Note 8 for the details of the consolidated balance sheet classification and the fair values for the interest rate caps and swaps. The fair values of our investments in equity securities with a readily determinable fair value are classified as Level 1 in the fair value hierarchy. For additional information related to our investments in equity securities as of December 31, 2023 and 2022, refer to Note 6. F-37 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Recurring Fair Value Measurements The following table displays the carrying values and fair values of financial instruments as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Assets carried at historical cost on the consolidated balance sheets: Investments in debt securities (1) Level 2 $ 86,471 $ 84,591 $ 86,980 $ 84,992 Liabilities carried at historical cost on the consolidated balance sheets: Unsecured Notes — public offering (2) Level 1 $ 3,029,856 $ 2,725,884 $ 2,238,066 $ 1,798,658 Mortgage loans (3) Level 2 1,633,585 1,576,813 1,653,724 1,588,550 Unsecured Notes — private placement (4) Level 2 300,000 245,766 300,000 228,726 Secured Term Loan (5) Level 3 403,129 369,402 403,363 356,557 Term Loan Facilities (6) Level 3 3,225,000 3,230,747 3,225,000 3,233,677 (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 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. (5) The carrying value of the Secured Term Loan excludes $ 1,614 and $ 1,833 of deferred financing costs as of December 31, 2023 and 2022, respectively. (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. We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy. The fair values of our investments in debt securities, Unsecured Notes — private placement, and mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at period end. We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3. The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of December 31, 2023: Quantitative Information about Level 3 Fair Value Measurement (1) Fair Value Valuation Technique Unobservable Input Rate Secured Term Loan $ 369,402 Discounted Cash Flow Effective Rate 4.93 % Term Loan Facilities 3,230,747 Discounted Cash Flow Effective Rate 4.34 % — 6.69 % (1) Our Level 3 fair value instruments require interest only payments. F-38 INVITATION HOMES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollar amounts in thousands) Nonrecurring Fair Value Measurements Our assets measured at fair value on a nonrecurring basis are those assets for which we have recorded impairments. Single-Family Residential Properties The single-family residential properties for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below: For the Years Ended December 31, 2023 2022 2021 Investments in single-family residential properties, net held for sale (Level 3): Pre-impairment amount $ 2,208 $ 1,208 $ 3,582 Total impairments ( 427 ) ( 310 ) ( 650 ) 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. Note 12— Earnings per Share Basic and diluted EPS are calculated as follows: For the Years Ended December 31, 2023 2022 2021 (in thousands, except share and per share data) Numerator: Net income available to common stockholders — basic and diluted $ 518,774 $ 382,668 $ 261,098 Denominator: Weighted average common shares outstanding — basic 611,893,784 609,770,610 577,681,070 Effect of dilutive securities: Incremental shares attributed to non-vested share-based awards 1,394,924 1,341,786 1,528,453 Weighted average common shares outstanding — diluted 613,288,708 611,112,396 579,209,523 Net income per common share — basic $ 0.85 $ 0.63 $ 0.45 Net income per common share — diluted $ 0.85 $ 0.63 $ 0.45 Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. For the years ended December 31, 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 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. F-39 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 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. We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not. As of December 31, 2023 and 2022, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months. We have sold assets that were either subject to 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 Lease Commitments The following table sets forth our fixed lease payment commitments as a lessee as of December 31, 2023, for the periods below: Year Operating Leases Finance Leases 2024 $ 4,543 $ 1,706 2025 3,228 877 2026 1,916 908 2027 1,341 638 2028 661 9 Thereafter 158 — Total lease payments 11,847 4,138 Less: imputed interest ( 750 ) ( 342 ) Total lease liability $ 11,097 $ 3,796 The components of lease expense for the years ended December 31, 2023, 2022, and 2021 are as follows: For the Years Ended December 31, 2023 2022 2021 Operating lease cost: Fixed lease cost $ 3,317 $ 3,284 $ 3,970 Variable lease cost 1,515 1,498 1,239 Total operating lease cost $ 4,832 $ 4,782 $ 5,209 Finance lease cost: Amortization of ROU assets $ 2,790 $ 2,676 $ 2,825 Interest on lease liabilities 375 234 279 Total finance lease cost $ 3,165 $ 2,910 $ 3,104 F-40 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 1,789 homes over the next four years . Estimated remaining commitments under these agreements total approximately $ 630,000 as of December 31, 2023. 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, 2023, there are no material contingent liabilities related to uninsured losses with respect to our properties. Legal Matters We are subject to various legal proceedings and claims that arise in the ordinary course of our business as well as congressional and regulatory inquiries and engagements. We accrue a liability when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We do not believe that the final outcome of these proceedings or matters will have a material adverse effect on our consolidated financial statements. Note 15— Subsequent Events In connection with the preparation of the accompanying consolidated financial statements, we have evaluated events and transactions occurring after December 31, 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. 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. F-41 INVITATION HOMES INC. Schedule III Real Estate and Accumulated Depreciation As of December 31, 2023 (dollar amounts in thousands) Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Close of Period Market Number of Properties (1) Number of Encumbered Properties (2) Encumbrances (2) Land Depreciable Properties Land Depreciable Properties Land Depreciable Properties Total (3) Accumulated Depreciation Date of Construction Date Acquired Depreciable Period Atlanta 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 2012-2023 7 - 32 years Carolinas 5,490 1,098 153,342 204,200 912,329 — 146,760 204,200 1,059,089 1,263,289 ( 241,358 ) 1900-2023 2012-2023 7 - 32 years Chicago 2,488 — — 125,730 309,516 — 124,900 125,730 434,416 560,146 ( 144,910 ) 1877-2015 2012-2017 7 - 32 years Dallas 2,983 882 102,753 145,215 540,050 — 64,743 145,215 604,793 750,008 ( 108,034 ) 1952-2023 2017-2023 7 - 32 years Denver 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 Houston 2,341 576 45,598 79,242 362,332 — 38,302 79,242 400,634 479,876 ( 76,290 ) 1954-2023 2017-2023 7 - 32 years Indianapolis 45 — — 2,983 8,880 — 2 2,983 8,882 11,865 ( 141 ) 1990-2016 2023 7 - 32 years Jacksonville 1,994 274 43,910 94,649 261,712 — 69,937 94,649 331,649 426,298 ( 107,299 ) 1955-2023 2012-2023 7 - 32 years Las Vegas 3,418 862 127,722 161,569 702,562 — 85,150 161,569 787,712 949,281 ( 162,761 ) 1961-2019 2012-2023 7 - 32 years Memphis 21 — — 752 4,916 — 3 752 4,919 5,671 ( 75 ) 1990-2014 2023 7 - 32 years Minneapolis 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 Nashville 27 — — 2,338 7,718 — 190 2,338 7,908 10,246 ( 105 ) 1992-2023 2023 7 - 32 years Northern California 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 Orlando 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 2012-2023 7 - 32 years Phoenix 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 2012-2023 7 - 32 years Seattle 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 8,267 579 127,399 714,913 1,518,011 — 271,065 714,913 1,789,076 2,503,989 ( 526,271 ) 1937-2023 2012-2023 7 - 32 years 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 Tampa 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 2012-2023 7 - 32 years Total 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. (2) Number of encumbered properties and encumbrances include the number of properties secured by first priority mortgages under the mortgage loans and the Secured Term Loan, as well as the aggregate value of outstanding debt attributable to such properties. Excluded from this is original issue discount, deferred financing costs, and 13 held for sale properties with an encumbered balance of $ 1,960 . (3) The gross aggregate cost of total real estate in the table above for federal income tax purposes was approximately $ 19.8 billion (unaudited) as of December 31, 2023. F-42 INVITATION HOMES INC. Schedule III Real Estate and Accumulated Depreciation (dollar amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Residential Real Estate Balance at beginning of period $ 20,700,935 $ 20,008,381 $ 18,801,750 Additions during the period Acquisitions 995,255 564,706 1,126,826 Initial renovations 29,793 111,243 83,099 Other capital expenditures 216,792 206,517 167,256 Deductions during the period Dispositions and other ( 371,045 ) ( 176,768 ) ( 197,225 ) Reclassifications Properties held for sale, net of dispositions ( 19,834 ) ( 13,144 ) 26,675 Balance at close of period $ 21,551,896 $ 20,700,935 $ 20,008,381 Accumulated Depreciation Balance at beginning of period $ ( 3,670,561 ) $ ( 3,073,059 ) $ ( 2,513,057 ) Depreciation expense ( 663,398 ) ( 629,301 ) ( 585,101 ) Dispositions and other 67,804 28,475 27,633 Reclassifications Properties held for sale, net of dispositions 3,473 3,324 ( 2,534 ) Balance at close of period $ ( 4,262,682 ) $ ( 3,670,561 ) $ ( 3,073,059 ) F-43