What changed in this filing

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Item 1A. Risk Factors

2026-02-19 compared with 2025-02-27 · 187 added, 155 removed, 645 unchanged (35% of the section changed)

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• fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions;

• bank failures or other liquidity constraints affecting financial institutions;

• liquidity constraints affecting financial institutions;

• changes in national, regional, or local economic, demographic, or real estate market conditions;

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• overall conditions in the housing market, including:

• executive actions and proposed federal and state legislation or regulations aimed at limiting institutional institutional ownership and acquisition of single-family homes;

• macroeconomic shifts in demand for rental homes;

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• costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems, such as indoor mold;

• fraud by borrowers, originators, and/or sellers of mortgage loans;

• fraud by borrowers, originators, and/or sellers of secured debt;

• undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations;

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• the cost, quality, and condition of the properties we are able to acquire;

• our development activities which expose us to execution, integration, cost, regulatory, permitting, and land acquisition risks, as well as potential delays, construction challenges, and lower-than-expected returns;

• our developer lending program which exposes us to heightened credit, construction, valuation, and execution risks that could result in cost overruns, project delays, insufficient collateral value, or loan losses;

• our ability to provide adequate management, maintenance, and insurance.

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One of the possible impacts on our results of operations and key operating metrics due to limitations on our ability to increase rental rates could be a decrease in gross rental revenues and other property income.

In addition, executive actions and federal and state legislative, regulatory, or policy initiatives, particularly those focused on institutional ownership and acquisition of single-family homes, could limit our ability to acquire properties, impose additional compliance or operating requirements, or constrain pricing flexibility in certain markets.

Our investment strategy is based on assumptions about occupancy levels, rental rates, interest rates, and other factors;

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Inflation and other macroeconomic factors could adversely affect our business and financial results.

General economic conditions in the United States have fluctuated in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as fluctuating global and United States economic conditions (including elevated interest rates, political dissension, and labor shortfalls).

Persistent inflation has adversely affected us by increasing the costs of products, materials, and labor needed to operate our business and could continue to adversely affect us in future periods.

The effects of inflation on our financial condition and results of operations over the past few years are primarily related to increased operating costs for the procurement of goods and service, compensation of our associates, including benefits, and financing costs in the form of interest expense.

General economic conditions in the United States have continued to fluctuate in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as fluctuating global and United States economic conditions (including interest rate volatility, political dissension, and labor market conditions).

While inflationary pressures have moderated from prior peaks, they remain above historical norms and have adversely affected us by increasing the costs of products, materials, and labor needed to operate our business and could continue to adversely affect us in future periods.

The effects of inflation on our financial condition and results of operations over the past few years are primarily related to increased operating costs for the procurement of goods and services, compensation of our associates, including benefits, and financing costs in the form

of interest expense.

Continued inflationary pressures could have a material impact on our results of operations in the future.

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” Additionally, “social inflation” caused the cost of general liability claims to rise at a rate above general economic inflation, primarily due to a trend in increasing litigation costs related to unpredictable jury verdicts for plaintiffs seeking large monetary relief for their injuries.

In general, these factors have put pressure on insurance premiums

and made it more challenging to obtain appropriate insurance coverage at reasonable rates without the assumption of increasingly higher levels of self-retained risk.

In general, these factors have put pressure on insurance premiums and made it more challenging to obtain appropriate insurance coverage at reasonable rates without the assumption of increasingly higher levels of self-retained risk.

In addition, a significant portion of our properties are located within HOAs, and we are subject to HOA rules and regulations.

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Additionally, the lingering impact of a pandemic and related containment measures may interfere with the ability of our suppliers and other business partners to carry out their assigned tasks or supply materials, products, services, or funding (in the case of our revolving credit facility) at ordinary levels of performance relative to the conduct of our business.

A general decline in business activity and demand for real estate transactions resulting from a pandemic could adversely affect (1) our ability to acquire or dispose of single-family homes on terms that are attractive or at all and (2) the value of our homes and our business such that we may recognize impairment on the carrying value of our investments in single-family residential properties and other assets subject to impairment review, including, but not limited to, goodwill.

An economic downturn resulting from a pandemic, and a disruption of, and/or instability in, the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, including acquisitions, or address maturing liabilities on a timely basis.

A general decline in business activity and demand for real estate transactions resulting from a pandemic could adversely affect (1) our ability to build, acquire, or dispose of single-family homes on terms that are attractive or at all and (2) the value of our homes and our business such that we may recognize impairment on the carrying value of our investments in single-family residential properties and other assets subject to impairment review, including, but not limited to, goodwill.

An economic downturn resulting from a pandemic, and a disruption of, and/or instability in, the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, including construction and acquisitions, or address maturing liabilities on a timely basis.

Disease outbreaks, epidemics, pandemics, or similar widespread public health concerns and the volatile regional and global economic conditions stemming therefrom, as well as reactions to future pandemics, could also precipitate or aggravate the other risk factors set forth in this Annual Report on Form 10-K, which in turn could materially adversely affect our business, financial condition, and results of operations.

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We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business and operating results.

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of 85,138 owned homes as of December 31, 2024 and providing property and asset management services to portfolio owners of single-family residential

We have grown rapidly, assembling a portfolio of 86,192 owned homes as of December 31, 2025, providing property and asset management services to portfolio owners of single-family residential properties, and beginning to construct homes for ourselves and third parties.

Our future operating results may depend on our ability to effectively manage our growth, which is dependent, in part, upon our ability to:

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A significant portion of our costs and expenses are fixed, and we may not be able to adapt our cost structure to offset declines in our revenue.

Many of the expenses associated with our business, such as property taxes, insurance, HOA fees, utilities, acquisition, renovation and maintenance costs, and other general corporate expenses are relatively inflexible and will not necessarily decrease with a reduction in revenue from our business.

Many of the expenses associated with our business, such as property taxes, insurance, HOA fees, utilities, construction, acquisition, renovation and maintenance costs, and other general corporate expenses are relatively inflexible and will not necessarily decrease with a reduction in revenue from our business.

Some components of our fixed assets depreciate more rapidly and require ongoing capital expenditures.

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In addition, state and local regulations may require us to maintain properties that we own, even if the cost of maintenance is greater than the value of the property or any potential benefit from renting the property, or pass regulations that limit our ability to increase rental rates.

As a result, we may not be able to fully offset rising costs and capital spending by increasing rental rates, which could have a material adverse effect on our results of operations and cash available for distribution.

As a result, we may not be able to fully offset rising

costs and capital spending by increasing rental rates, which could have a material adverse effect on our results of operations and cash available for distribution.

We recorded net losses in the past and we may experience net losses in the future.

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Our ability to meet our labor needs while controlling our labor costs is subject to numerous external factors, including unemployment levels, prevailing wage rates, persisting inflation, changing demographics, and changes in employment legislation.

High unemployment levels and federal unemployment subsidies may adversely affect the labor force available to

us or increased labor costs.

High unemployment levels and federal unemployment subsidies may adversely affect the labor force available to us or increased labor costs.

In addition, we continue to experience disruptions from workforce turnover due to a scarcity of talent, as businesses compete for personnel, and rising labor costs.

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Many of our positions require specialized skill sets resulting in a longer than average time period to fill position vacancies.

If our assumptions regarding the costs or

timing of renovation and maintenance across our properties prove to be materially inaccurate, our operating results and ability to make distributions to our stockholders may be adversely affected.

If our assumptions regarding the costs or timing of renovation and maintenance across our properties prove to be materially inaccurate, our operating results and ability to make distributions to our stockholders may be adversely affected.

We face significant competition in the leasing market for quality residents, which may limit our ability to lease the single-family homes we own and manage on favorable terms.

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Many of these competitors may successfully attract residents with better incentives and amenities, which could adversely affect our ability to obtain quality residents and lease our single-family properties on favorable terms.

Additionally, we may fail to receive certain subsidies that we have received in the past, while some competing housing options may qualify for such government subsidies or other government subsidies, which may render the properties of our competitors as more accessible and therefore more attractive than our properties.

Additionally, we may fail to receive certain government subsidies or assistance that we have received in the past, and federal and state legislative or regulatory initiatives could limit or restrict the availability of such subsidies or assistance for our properties, while some competing housing options may qualify for such government subsidies or assistance, which could make the properties of our competitors more accessible and attractive to potential residents than our properties.

This competition may affect our ability to attract and retain residents and may reduce the rental rates we are able to charge.

In addition, increases in unemployment levels and other adverse changes in economic conditions in our markets may adversely affect the creditworthiness of potential residents, which may decrease the overall number of qualified residents for our properties within such markets.

Fluctuating global and United States economic conditions, uncertainty in financial markets (including due to bank failures), may materially negatively impact our residents, such as being unable to access their existing cash to fulfill their payment obligations to us due to future bank failures, and our business could be negatively impacted.

Fluctuating global and United States economic conditions, uncertainty in financial markets, and elevated interest rates may materially negatively impact our residents, and our business could be negatively impacted.

We could also be adversely affected by overbuilding or high vacancy rates of homes in our markets, which could result in an excess supply of homes and reduce occupancy and rental rates.

Continuing development of apartment buildings and condominium units in many of our markets will increase the supply of housing and exacerbate competition for residents.

In addition, laudable government sponsored programs to promote home ownership may encourage potential renters to purchase residences rather than lease them, thereby causing a decline in the number and quality of potential residents available to us.

Continuing development of apartment buildings, condominium units, and single-family rental communities in many of our markets will increase the supply of housing and exacerbate competition for residents.

In addition, laudable government sponsored programs to promote home ownership or executive, legislative, or regulatory initiatives on the federal and state levels that disproportionately affect large institutional owners may encourage potential renters to purchase residences or lease from smaller investors or partnerships rather than from us, thereby causing a decline in the number and quality of potential residents available to us.

No assurance can be given that we will be able to attract and retain suitable residents.

If we are unable to lease our homes to suitable residents, we would be adversely affected and the value of our common stock could decline.

We intend to continue to acquire properties from time to time consistent with our investment strategy even if the rental and housing markets are not as favorable as they have been in the recent past, which could adversely impact anticipated yields.

We intend to continue to acquire properties from time to time consistent with our investment strategy, even if the rental and housing markets are not as favorable as they have been in the recent past.

Future acquisitions of properties may be more costly than those we have acquired previously.

The following factors, among others, may make acquisitions more expensive:

We intend to acquire properties and to engage in development and construction activities from time to time consistent with our investment strategy even if the rental and housing markets are not as favorable as they have been in the recent past, which could adversely impact anticipated yields and returns on our development investments.

We intend to continue to acquire properties and pursue development opportunities, including build-to-rent development and third-party fee-building arrangements from time to time consistent with our investment strategy, even if the rental and housing markets are not as favorable as they have been in the recent past.

Future acquisitions of properties and development projects may be more costly and have lower yield characteristics than recent past and present opportunities.

The following factors, among others, may make acquisitions or development activities more expensive:

• improvements in overall economic conditions and employment levels;

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• improvements in the pricing and terms of mortgages;

• the emergence of increased competition for single-family properties from private investors and entities with similar investment objectives to ours;

• the emergence of increased competition for single-family properties and developable land from private investors and entities with similar investment objectives to ours;

• tax or other government incentives that encourage homeownership;

A general decline in business activity and demand for real estate transactions could adversely affect our ability to acquire or dispose of single-family homes on terms that are attractive or at all, which may be impacted in periods of elevated interest rates.

We plan to continue acquiring properties as long as we believe such properties offer an attractive total return opportunity.

Accordingly, future acquisitions may have lower yield characteristics than recent past and present opportunities and, if such future acquisitions are funded through equity issuances, the yield and distributable cash per share may be reduced, and the value of our common stock may decline.

Competition in identifying and acquiring our properties could adversely affect our ability to implement our business and growth strategies, which could materially and adversely affect us.

In acquiring our properties, we compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, savings and loan associations, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, financial institutions, governmental bodies, and other entities.

We also compete with individual private home buyers and small-scale investors.

• increases in construction costs, including labor, materials, and supplies or delays in construction timelines.

A general decline in business activity and demand for real estate transactions could adversely affect our ability to acquire or dispose of single-family homes or to successfully complete and lease development projects on terms that are attractive or at all, which may be impacted in periods of elevated interest rates.

We plan to continue acquiring properties and pursuing development opportunities as long as we believe such properties offer an attractive total return opportunity.

Accordingly, future acquisitions and development projects may have lower yield characteristics than recent past and present opportunities and, if such future acquisitions or development activities are funded through equity issuances, the yield and distributable cash per share may be reduced, and the value of our common stock may decline.

For additional information regarding risks related to our development and construction activities, see — “ Our expansion into land development and home construction activities exposes us to additional operational and real estate risks, which may adversely affect our financial condition, cash flows, and operating results.”

Competition in identifying and acquiring our properties and in pursuing development opportunities could adversely affect our ability to implement our business and growth strategies, which could materially and adversely affect us.

In acquiring our properties and pursuing development opportunities, we compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, savings and loan associations, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, financial institutions, governmental bodies,

and other entities.

On a limited basis, when acquiring existing homes through retail channels, we may also compete with individual home buyers and small-scale investors.

With respect to our development and construction activities, we also compete with national and regional homebuilders, land developers, and other build-to-rent operators for the acquisition of developable land, finished lots, and lot option contracts, as well as for construction labor, materials, and subcontractor services.

Certain of our competitors may be larger in certain of our markets and may have greater financial or other resources than we do.

Some competitors may have a lower cost of funds and access to funding sources that may not be available to us.

In addition, any potential competitor may have higher risk tolerances or different risk assessments and may not be subject to the operating constraints associated with qualification for taxation as a REIT, which could allow them to consider a wider variety of investments.

Competition may result in fewer investments, higher prices, a broadly dispersed portfolio of properties that does not lend itself to efficiencies of concentration, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs.

In addition, competition for desirable investments could delay the investment of our capital, which could adversely affect our results of operations and cash flows.

As a result, there can be no assurance that we will be able to identify and finance investments that are consistent with our investment objectives or to achieve positive investment results, and our failure to accomplish any of the foregoing could have a material adverse effect on us and cause the value of our common stock to decline.

Competition may result in fewer investments, higher prices for both existing homes and developable land, a broadly dispersed portfolio of properties that does not lend itself to efficiencies of concentration, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs.

In addition, competition for desirable investments and development sites could delay the investment of our capital, which could adversely affect our results of operations and cash flows.

As a result, there can be no assurance that we will be able to identify and finance investments or development opportunities that are consistent with our investment objectives or to achieve positive investment results, and our failure to accomplish any of the foregoing could have a material adverse effect on us and cause the value of our common stock to decline.

We depend on our residents and their willingness to meet their lease obligations and renew their leases for substantially all of our revenues.

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For example, residents may default on rent payments, make unreasonable and repeated demands for service or improvements, make unsupported or unjustified complaints to regulatory or political authorities, use our properties for illegal purposes, damage or make unauthorized structural changes to our properties that are not covered by security deposits, refuse to leave the property upon termination of the lease, engage in domestic violence or similar disturbances, disturb nearby residents with noise, trash, odors, or eyesores, fail to comply with HOA regulations, sublet to less desirable individuals in violation of our lease, or permit unauthorized persons to live with them.

We have been experiencing lower collections from residents with accounts receivable balances that are aged greater than 30 days, or bad debt, and we may experience higher resident turnover.

Although collections from residents have improved over the past year compared to recent periods, they have not returned to historical levels and may never fully do so.

We may also experience higher resident turnover.

Damage to our properties may delay re-leasing, necessitate expensive repairs, or impair the rental income or value of the property resulting in a lower than expected rate of return.

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See “— We rely on information supplied by prospective residents in managing our business.

Our evaluation of properties involves a number of assumptions that may prove inaccurate, which could result in us paying too much for properties we acquire and/or overvaluing our properties or our properties failing to perform as we expect.

Our evaluation of properties and development projects involves a number of assumptions that may prove inaccurate, which could result in us paying too much for properties we acquire or development projects we undertake and/or overvaluing our properties or development projects, or our properties or development projects failing to perform as we expect.

We are authorized to follow a broad investment policy established by our board of directors and subject to implementation by our management.

Our board of directors periodically reviews and updates the investment policy and also

reviews our portfolio of residential real estate, but it generally does not review or approve specific property acquisitions.

Our success depends on our ability to acquire properties that can be quickly possessed, renovated, repaired, upgraded, and rented with minimal expense and maintained in quality condition.

In determining whether a particular property meets our investment criteria, we also make a number of assumptions, including, among other things, assumptions related to estimated time of possession and estimated renovation costs and time frames, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing, and resident default rates.

These assumptions may prove inaccurate, particularly since the properties that we acquire vary materially in terms of time to possession, renovation, quality and type of construction, geographic location, and hazards.

As a result, we may pay too much for properties we acquire and/or overvalue our properties, or our properties may fail to perform as anticipated.

Adjustments to the assumptions we make in evaluating potential purchases may result in fewer properties qualifying under our investment criteria, including assumptions related to our ability to lease properties we have purchased.

Our board of directors periodically reviews and updates the investment policy and also reviews our portfolio of residential real estate, but it generally does not review or approve specific property acquisitions or development projects.

Our success depends on our ability to acquire properties that can be quickly possessed, renovated, repaired, upgraded, and rented with minimal expense and maintained in quality condition, as well as our ability to successfully manage land acquisition strategies, construction processes, and development timelines for our development

In determining whether a particular property or development project meets our investment criteria, we also make a number of assumptions, including, among other things, assumptions related to estimated time of possession and estimated renovation costs and time frames, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing, and resident default rates.

With respect to our development and construction activities, we make additional assumptions, including assumptions related to land acquisition and lot costs, construction cost estimates, availability and cost of labor, materials, and subcontractor services, permitting and entitlement timelines, construction schedules, and projected rental rates and lease-up timing at the time of project completion.

These assumptions may prove inaccurate, particularly since the properties that we acquire and the development projects that we undertake vary materially in terms of time to possession, renovation, quality and type of construction, geographic location, and hazards and since development projects are subject to market conditions and cost fluctuations over extended time horizons.

As a result, we may pay too much for properties we acquire or land and lots for development and/or overvalue our properties or development projects, or our properties or development projects may fail to perform as anticipated.

Adjustments to the assumptions we make in evaluating potential purchases may result in fewer properties or development opportunities qualifying under our investment criteria, including assumptions related to our ability to lease properties we have purchased or developed.

Our dependence upon third parties for key services may have an adverse effect on our operating results or reputation if the third parties fail to perform.

Though we are internally managed, we use local and national third-party vendors and service providers to provide certain services for our properties.

Though we are internally managed, we use local and national third-party vendors and service providers to provide certain services for our properties and development projects.

For example, we typically engage third-party home improvement professionals with respect to certain maintenance and specialty services, such as HVAC, roofing, painting, and floor installations.

Selecting, managing, and supervising these third-party service providers requires significant resources and expertise, and because our portfolio consists of geographically dispersed properties, our ability to adequately select, manage, and supervise such third parties may be more limited or subject to greater inefficiencies than if our properties were more geographically concentrated.

An overall labor shortage experienced by our vendors, lack of skilled labor, increased turnover, or labor inflation, caused by a pandemic or as a result of general macroeconomic factors, could have a material adverse impact on our business, financial condition, or operating results.

With respect to our development and construction activities, we rely on general contractors, subcontractors, and other third-party service providers to perform land development, site work, and home construction.

Selecting, managing, and supervising these third-party service providers requires significant resources and expertise, and because our portfolio consists of geographically dispersed properties and our development activities occur across multiple markets, our ability to adequately select, manage, and supervise such third parties may be more limited or subject to greater inefficiencies than if our properties and development projects were more geographically concentrated.

An overall labor shortage experienced by our vendors, general contractors, subcontractors, and other third-party service providers, lack of skilled labor, increased turnover, or labor inflation, including as a result of general macroeconomic factors, could have a material adverse impact on our business, financial condition, or operating results.

We have entered into a multi-year contract with a third-party vendor to provide certain services for our properties.

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In the event of failure by our general contractors to pay their subcontractors, our properties may be subject to filings of mechanics or materialmen liens, which we may need to resolve to remain in compliance with certain debt covenants, and for which indemnification from the general contractors may not be available.

We are subject to certain risks associated with bulk portfolio acquisitions and dispositions and acquisitions through an auction process.

Our reliance on a limited number of third-party digital marketing and lead-generation platforms, including a single dominant platform, exposes us to significant business, financial, and operational risk.

We rely heavily on third-party digital marketing and residential listing platforms to generate leasing leads for our homes.

A substantial portion of prospective residents are introduced to our properties through a single, widely used third-party platform that plays a significant role in resident search behavior and lead origination.

As a result, our ability to attract residents, maintain occupancy levels, and efficiently lease our homes is materially dependent on the continued effectiveness, availability, and commercial terms of that platform.

Our reliance on this platform subjects us to risks largely outside of our control, including changes in pricing, algorithms, listing prioritization, data access, advertising formats, contractual terms, or policies governing the display or distribution of our listings.

Any adverse changes to these factors could reduce lead volume or quality, increase our marketing and customer acquisition costs, or impair our ability to convert prospects into residents, any of which could materially and adversely affect our operating results and cash flows.

In addition, the platform may prioritize its own interests or those of competitors, including by favoring certain listings, business models, or service offerings, or by entering into strategic relationships that disadvantage us.

We generally do not control how prospective residents interact with or are directed by the platform, and we may have limited ability to influence changes that negatively impact our visibility or performance.

Our dependence on this platform also exposes us to operational and reputational risks arising from service disruptions, system outages, cybersecurity incidents, data integrity issues, or reputational harm suffered by the platform itself.

Any interruption in the platform’s operations or loss of consumer trust could materially reduce leasing activity for our homes.

While we seek to diversify our marketing channels and invest in alternative lead-generation strategies, there can be no assurance that we will be able to do so effectively or on commercially reasonable terms, or that alternative channels would generate comparable lead volume or efficiency.

If our relationship with this platform were terminated, materially altered, or became significantly more costly or less effective, we may not be able to replace the lost leads in a timely or cost-effective manner, which could have a material adverse effect on our business, financial condition, results of operations, and ability to execute our growth strategy.

We are subject to certain risks associated with bulk portfolio acquisitions and dispositions.

We have acquired and disposed of, and may continue to acquire and dispose of, properties we acquire or sell in bulk from or to other owners of single-family homes, banks, and loan servicers.

When we purchase properties in bulk or through an auction process, we often do not have the opportunity to conduct interior inspections or conduct more than cursory exterior inspections on a portion of the properties, if at all.

Such inspection processes may fail to reveal major defects associated with

such properties, which may cause the amount of time and cost required to renovate and/or maintain such properties to substantially exceed our estimates.

When we purchase properties in bulk, or if we were to acquire properties through an auction process, we often do not have the opportunity to conduct interior inspections or conduct more than cursory exterior inspections on a portion of the properties, if at all.

Such inspection processes may fail to reveal major defects associated with such properties, which may cause the amount of time and cost required to renovate and/or maintain such properties to substantially exceed our estimates.

The costs involved in locating and performing due diligence (when feasible) on portfolios of homes as well as negotiating and entering into transactions with potential portfolio sellers could be significant, and there is a risk that either the seller may withdraw from the entire transaction for failure to come to an agreement or the seller may not be willing to sell us the bulk portfolio on terms that we view as favorable.

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Bulk portfolio acquisitions are also more complex than single-family home acquisitions, and we may not be able to implement this strategy successfully.

With respect to auction process acquisitions, allegations of deficiencies in auction practices could result in claims challenging the validity of some auctions, potentially placing our claim of ownership to the properties at risk.

Upon acquiring a new home, we may have to evict residents who are in unlawful possession before we can secure possession and control of the home.

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To the extent we pursue such remedies, we may not be able to successfully prevail against the seller in an action seeking damages for such inaccuracies.

If we conclude that certain individual properties purchased in bulk portfolio sales do not fit our target investment criteria, we may decide to sell, rather than renovate and lease, such properties, which could take an extended period of time and may not result in a sale at an attractive price.

If we conclude that certain individual properties purchased in bulk portfolio sales do not fit our target

investment criteria, we may decide to sell, rather than renovate and lease, such properties, which could take an extended period of time and may not result in a sale at an attractive price.

From time to time we engage in bulk portfolio dispositions of properties consistent with our business and investment strategy.

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To the extent we pursue such remedies, we may not be able to successfully prevail against the purchaser.

Our expansion into land development and home construction activities exposes us to additional operational and real estate risks, which may adversely affect our financial condition, cash flows, and operating results.

As part of our growth strategy, we completed the acquisition of ResiBuilt and expanded our platform to engage in the development and construction of single-family rental homes and communities, including through build-to-rent development and third-party fee-building arrangements.

These activities involve substantial up-front costs, operational complexity, and execution risk, and require us to successfully manage land acquisition strategies, construction processes, and development timelines before homes are available for rent and to generate income.

Our development and construction strategy may also be restricted by governmental regulations and zoning requirements that limit the locations, density, or types of homes we are able to build.

Building rental homes and rental communities also involves significant risks to our business, such as delays or cost increases due to changes in or failure to meet regulatory requirements, including permitting and zoning regulations, failure of lease rentals on newly-constructed properties to achieve anticipated investment returns, inclement weather, adverse site selection, unforeseen site conditions or shortages of suitable land, construction materials, and labor, and other risks.

We may be unable to build new rental homes and rental communities that generate acceptable returns, and, as a result, our growth and results of operations may be adversely impacted.

The successful integration of ResiBuilt’s operations, personnel, systems, and development pipeline into our organization is subject to execution risk.

We may encounter challenges in retaining key personnel, aligning development standards and processes, managing increased operational scale, or realizing anticipated benefits from the acquisition.

If we are unable to effectively integrate these operations or manage expanded development activities, our growth strategy, results of operations, and cash flows could be adversely affected.

Although the ResiBuilt acquisition includes options to acquire approximately 1,500 lots, no land was acquired in the transaction, and there can be no assurance that we will exercise these options on favorable terms, if at all.

The availability, timing, and economics of future lot acquisitions remain subject to market conditions, entitlement risk, competition with other homebuilders and land buyers, inflation in land prices, zoning and density restrictions, and other regulatory approvals, many of which are outside of our control.

If we are unable to secure suitable lots at acceptable prices, exercise lot options on favorable terms, or experience delays in land acquisition or development, the number of homes we are able to construct and lease, or the scale of our development activities, could be limited, which could adversely affect our growth, financial condition, cash flows, and results of operations.

Our developer lending program exposes us to additional credit, construction, operational, and valuation risks that could adversely affect our financial condition, cash flows, and operating results .

We have launched a developer lending program pursuant to which we provide financing to experienced homebuilders for the development of single-family rental communities that may serve as future acquisition opportunities.

Construction and development lending subjects us to risks that differ from those associated with our traditional acquisition activities, including the risk that borrowers may be unable to complete projects on schedule or within budget, experience financial distress, or default on their obligations.

We are dependent on the financial strength, operational capacity, and performance of third-party developers, and our exposure may be concentrated among a limited number of borrowers, amplifying these risks.

Construction and development financing presents inherent uncertainty in estimating project costs, timelines, and values upon completion.

Projects may be delayed, exceed budget, or fail to achieve expected performance due to changes in housing demand, labor and material costs, permitting requirements, weather conditions, or other factors beyond our control.

Loans on land under development pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral.

These risks can be significantly impacted by supply and demand.

Construction loans also require active and ongoing monitoring, including cost reviews and on-site inspections, which are complex and costly.

Additionally, there can be no assurance that we will acquire any financed communities on favorable terms or at all.

If these risks materialize, we may experience loan losses, reduced returns, or adverse effects on our financial condition, cash flows, and operating results.

Our strategy to acquire homes from third-party homebuilders could subject us to significant risks that could adversely affect our financial condition, cash flows, and operating results, and the strategy may be restricted by governmental regulations and zoning requirements.

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A failure of builder counterparties to perform in accordance with the terms of our agreements, could have a material adverse effect on our business.

Additionally, homebuilder counterparties may experience financial distress, insolvency, or bankruptcy, which could result in failure to deliver contracted homes, delays in construction, loss of deposits, or our inability to realize anticipated returns on committed capital.

Further, poor performance by homebuilder counterparties may reflect poorly on us and could damage our reputation.

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Unoccupied homes could be difficult to lease, which could adversely affect our revenues.

The properties we acquire may often be vacant at the time of closing, and we may acquire multiple unoccupied homes in close geographic proximity to one another.

We may not be successful in locating residents to lease the individual properties that we acquire as quickly as we had expected, or at all.

Newly constructed homes acquired through our homebuilder partnerships or built through our ResiBuilt platform are typically delivered without residents in place.

These properties, as well as existing unoccupied homes we acquire, may remain vacant longer than anticipated, and we may own multiple unoccupied homes in close geographic proximity to one another.

We may not be successful in locating residents to lease the individual properties that we acquire or build as quickly as we had expected, or at all.

Even if we are able to place residents as quickly as we had expected, we may incur vacancies in the future and may not be able to re-lease those properties without longer than assumed delays, which may result in increased renovation and maintenance costs and opportunity costs from lost revenues.

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Additionally, these applications are submitted to us at the time we evaluate a prospective resident, and we do not require residents to provide us with updated information during the terms of their leases, notwithstanding the fact that this information can, and frequently does, change over time.

For example, increases in unemployment levels or adverse economic conditions in certain of our markets may adversely affect the creditworthiness of our residents in such markets.

For example, increases in unemployment levels or adverse economic conditions in certain of our markets may adversely affect

the creditworthiness of our residents in such markets.

Even though this information is not updated, we will use it to evaluate the characteristics of our portfolio over time.

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Such actions could, among other things, impact our ability to maintain our status as a REIT.

Further, investments in partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions.

Further, investments in partnerships, joint ventures, or other

entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required capital contributions.

Joint venture partners may have economic or other business interests or goals that are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives.

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See “Risks Related to Sustainability, Corporate Responsibility, and Governance — We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather .” While we have annual policies for earthquakes, hurricane, and/or flood risk, our properties may nonetheless incur casualty losses that are not fully covered by insurance.

In such an event, the value of the affected properties would be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in such properties and could potentially

remain obligated under any recourse debt associated with such properties.

Inflation, changes in building codes and ordinances, environmental considerations, and other factors might also keep us from using insurance proceeds to replace or renovate a particular property after it has been damaged or destroyed.

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Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors, including:

• our ability to effectively manage renovation, maintenance, marketing, and other operating costs for our properties;

• our ability to effectively manage construction, renovation, maintenance, marketing, and other operating costs for our properties, or delays in construction timelines;

• economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general;

• our ability to maintain high occupancy rates and target rent levels;

• the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy;

• our ability to compete with other investors entering the single-family rental industry;

• costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, property taxes, insurance, and HOA fees;

• the availability of, and our ability to identify, attractive acquisition or land development opportunities consistent with our investment strategy;

• our ability to compete with other investors entering the single-family rental industry and other developers of single-family rental homes and communities;

• costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, property taxes, insurance, HOA fees, and construction and renovation costs, including labor, materials, and supplies;

• executive actions and legislative, regulatory, or policy initiatives, particularly those focused on institutional ownership and acquisition of single-family homes, that could limit our ability to acquire properties, impose additional compliance or operating requirements, or constrain pricing flexibility in certain markets;

• judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rental rates;

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Legal and Regulatory Related Risks

Compliance with existing governmental laws, regulations, and covenants (or those that may be enacted in the future) that are applicable to the properties we own and manage on behalf of others, including affordability covenants, permit, license, and zoning requirements, may adversely affect our ability to make future acquisitions, renovations, or dispositions, result in significant costs, delays, or losses, and adversely affect our growth strategy.

Executive actions and proposed federal and state legislation or regulations aimed at limiting institutional ownership and acquisition of single-family homes could materially adversely affect our business, growth strategy, and results of operations.

Federal, state, and local policymakers have increasingly focused on housing supply and availability, including scrutiny of institutional ownership of single-family residential properties.

Recent executive actions and policy initiatives reflect increased federal and state focus on this area and direct the development of legislative, regulatory, or executive measures on the federal and state levels that could restrict, discourage, or prohibit large institutional investors from acquiring or owning single-family homes or financing the acquisition or the operation of single-family homes with federal or government-sponsored enterprises and impose additional reporting obligations, financing limitations, or operational restrictions.

These actions and initiatives include a recent executive order directing federal agencies and government-sponsored enterprises to define the attributes of an “institutional investor” (potentially including attributes that we are likely to exhibit) and to take actions that could limit or condition institutional participation in the acquisition or financing of certain single-family homes (with potential narrowly-tailored exceptions for single-family homes developed or acquired through build-to-rent channels), restrict the use of federal or government-sponsored funds to finance such single-family home acquisitions or operations, increase disclosure and compliance requirements, and subject institutional ownership, acquisition, and operating practices for local single-family rental markets to enhanced regulatory review.

The administration has also indicated its intent to pursue legislation that could codify or expand such measures.

If enacted or expanded, such measures could limit our ability to acquire additional homes, require us to modify our growth, investment, capital deployment, development, and/or disposition strategies, reduce the scale or efficiency of our operations, increase compliance costs, subject us to increased regulatory scrutiny, or otherwise adversely affect our business model.

Even if such proposals are not fully implemented or are later modified, the policy landscape in this area continues to evolve.

Although we are committed to working constructively with policymakers at all levels to support housing supply and availability, there can be no assurance that such engagement will result in favorable policy outcomes or prevent the adoption of measures that could adversely affect our business.

The introduction of executive actions, federal and state legislation, or regulatory initiatives affecting large institutional investors and the additional regulatory scrutiny could create uncertainty, affect market dynamics, reduce the availability of acquisition opportunities on economically favorable terms or at all, adversely affect investor sentiment, increase volatility in our common stock, or otherwise negatively impact our business.

Any limitations on our ability to acquire, finance, own, or operate single-family rental properties, increased regulatory or disclosure obligations, or adverse enforcement outcomes could materially and adversely affect our business, results of operations, financial condition, cash flows, and the value of our common stock.

Compliance with existing governmental laws, regulations, and covenants (or those that may be enacted in the future) that are applicable to the properties we own and manage on behalf of others, including affordability covenants, permit, license, and zoning requirements, and federal executive actions and potential federal and state legislation aimed at limiting institutional ownership and acquisition of single-family homes may adversely affect our ability to make future acquisitions, renovations, or dispositions, result in significant costs, delays, or losses, and adversely affect our growth strategy.

Rental homes are subject to various federal, state, and local laws and regulatory requirements, including permitting, licensing, and zoning requirements, some of which may conflict with one another or have limited judicial or regulatory interpretations.

In light of the recent change in administration in the United States, there is considerable uncertainty and potential conflict regarding and among existing laws, judicial orders and bans, new presidential executive orders, regulatory frameworks, leadership changes, and enforcement priorities and strategies, further complicating regulatory compliance.

A disparity between federal and state regulations increases the likelihood of heightened state regulatory risk, as compliance with federal standards may not fully align with more stringent or divergent state-level requirements.

Brokerage of real estate leasing transactions and the provision of property management services require us and our associates to maintain applicable licenses in each state in which we perform these services.

In light of continuing federal, state, and local attention on housing supply and availability, there is considerable uncertainty regarding how executive actions, policy initiatives, and potential legislation, along with existing laws, judicial orders, and regulatory frameworks, could affect large institutional investors in single-family rental markets.

Additionally, disparity between federal and state regulations increases the likelihood of heightened state regulatory risk, as compliance with federal standards may not fully align with more stringent or divergent state-level requirements.

Brokerage of real estate leasing transactions and the provision of property management services require us and certain of our associates to maintain applicable licenses in each state in which we perform these services.

If we and our associates fail to maintain our licenses, conduct these activities without a license, or violate any of the regulations covering our licenses, we may be required to pay fines or return commissions received or have our licenses suspended or revoked.

organizations at any time with respect to our properties, including prior to acquiring any of our properties or when undertaking renovations of any of our existing properties.

Local regulations, including municipal or local ordinances, restrictions, and restrictive covenants imposed by community developers may restrict our or the use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to acquiring any of our properties or when undertaking renovations of any of our existing properties.

Among other things, these restrictions may relate to fire and safety, seismic, asbestos-cleanup, or hazardous material abatement requirements.

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Any violation by us of the laws and regulations we are subject to could lead to significant fines or penalties and could limit our ability to conduct business.

We cannot assure you that existing regulatory policies will not adversely affect us or the timing or cost of any future acquisitions, renovations, or dispositions, or that additional regulations will not be adopted that would increase such delays or result in additional costs or losses.

Our business and growth strategies may be materially and adversely affected by our ability to obtain permits, licenses, and approvals.

Our failure to obtain such permits, licenses, and approvals could have a material adverse effect on us and cause the value of our common stock to decline.

We cannot assure you that existing regulatory policies will not adversely affect us or the timing or cost of any future acquisitions, dispositions, renovations, and land development and construction, or that additional regulations will not be adopted that would increase such delays or result in additional costs or losses.

Our business and growth strategies may also be materially and adversely affected by federal executive actions or proposed legislation or regulations aimed at limiting institutional ownership and acquisition of single-family homes.

Our inability to obtain permits, licenses, and approvals could have a material adverse effect on us and cause the value of our common stock to decline.

Eviction, tenant rights, rent control, and rent stabilization laws, and other similar laws and/or regulations that limit our ability to collect rent, enforce remedies for failure to pay rent, or increase rental rates may negatively impact our rental income and profitability.

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The eviction process is typically subject to legal barriers, mandatory “cure” policies, our internal policies and procedures, and other sources of expense and delay, each of which may delay our ability to gain possession and stabilize the property.

There has recently been an increase in restrictions and other regulations regarding evictions and expansion of tenant rights by federal, state, and local governments and courts, continuing to result in additional legal and regulatory hurdles to the eviction process.

Federal, state, and local governments and courts have continued to increase restrictions and other regulations regarding evictions and to expand tenant rights, resulting in additional legal and regulatory hurdles to the eviction process.

Additionally, eviction proceedings by owners and operators of single-family homes for lease have been the focus of negative media attention, which damages our reputation.

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If rent controls unexpectedly became applicable to certain of our properties, our revenue from and the value of such properties could be adversely affected.

For example, in 2019, the state of California passed the Tenant Protection Act of 2019, a rent control law which limits our ability to increase rental rates for existing residents and put into place protections for the terminations of tenancies.

This law has negatively impacted our rental income from certain of the 11,453 homes we own in California as of December 31, 2024, and may continue to do so.

For example, the California Tenant Protection Act of 2019, a rent control law, limits our ability to increase rental rates for existing residents and puts into place protections for the terminations of tenancies.

To the extent that we do not comply with laws and regulations regarding eviction, tenant rights, rent control, rent stabilization, and similar matters, we may be subjected to civil litigation filed by individuals (including class actions) or actions by federal, state, or local law enforcement and, as a result, our reputation and financial results may suffer.

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We cannot anticipate what form such legal actions might take or what remedies they may seek.

In August 2021, the Federal Trade Commission (“FTC”) initiated an investigation into certain of our business practices, focusing on our general operations and practices during the COVID-19 pandemic.

After fully cooperating with the inquiry and engaging in extensive negotiations, we entered into a stipulated order with the FTC in September 2024, resolving all aspects of the investigation without any admission of liability and agreeing to $48.0 million in monetary relief.

Separately, in July 2024, we reached a settlement agreement in the legal dispute City of San Diego et al v.

Invitation Homes, Inc ., which fully released INVH without any admission of liability.

In October 2024, $20.0 million from the settlement was disbursed to the plaintiffs.

In 2024, we resolved an investigation by the Federal Trade Commission (“FTC”) into certain business practices during the COVID-19 pandemic and settled the litigation City of San Diego et al v.

Invitation Homes, Inc .

Both matters were resolved without any admission of liability, resulting in aggregate monetary relief of $68.0 million.

While we are not currently involved in any legal or regulatory proceedings that we expect to have a material adverse effect on our business, results of operations, or financial condition, such proceedings have imposed, and may in the future impose, on us significant litigation expenses, including settlements to avoid continued litigation or judgments for damages or injunctions.

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In particular, under a Florida statutory framework implemented by certain Florida jurisdictions, a violation of the relevant building codes, zoning codes, or other similar regulations applicable to a property may result in a lien on that property and all other properties owned by the same violator and located in the same county as the property with the code violation, even though the other properties might not be in violation of any code.

Until a municipal inspector verifies that the

violation has been remedied and any applicable fines have been paid, additional fines accrue on the amount of the lien and the lien may not be released, in each case even at those properties that are not in violation.

Until a municipal inspector verifies that the violation has been remedied and any applicable fines have been paid, additional fines accrue on the amount of the lien and the lien may not be released, in each case even at those properties that are not in violation.

As a practical matter, it might be possible to obtain a release of these liens without remedying the property in violation through other methods, such as payment of an amount to the relevant county, although no assurance can be given that this option will necessarily be available or how long such a process would take.

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Our title to a property may be challenged for a variety of reasons, and in such instances title insurance may not prove adequate.

For example, while we do not lend to homeowners and accordingly do not foreclose on a home, our title to properties we acquire at foreclosure auctions may be subject to challenge based on allegations of defects in the foreclosure process undertaken by other parties.

In addition, we have in the past, and may from time to time in the future, acquire a number of our properties on an “as is” basis, at auctions or otherwise.

For example, while we do not lend to homeowners and accordingly do not foreclose on a home, our title to properties we acquire at foreclosure may be subject to challenge based on allegations of defects in the foreclosure process undertaken by other parties.

In addition, we have in the past, and may from time to time in the future, acquire a number of our properties on an “as is” basis.

When acquiring properties on an “as is” basis, title commitments are often not available prior to purchase and title reports or title information may not reflect all senior liens, which may increase the possibility of acquiring houses outside predetermined acquisition and price parameters, purchasing residences with title defects and deed restrictions, HOA restrictions on leasing, or purchasing the wrong residence without the benefit of title insurance prior to closing.

Although we use various policies, procedures, and practices to assess the state of title prior to purchase and obtain title insurance if an acquired property is placed into a securitization facility in connection with a mortgage loan financing, there can be no assurance that these policies and procedures will be effective, which could lead to a material if not complete loss on our investment in such properties.

For properties we acquire at auction, we similarly may not obtain title insurance prior to purchase, and we are not able to perform the type of title review that is customary in acquisitions of real property.

If we were to acquire properties through an auction process, we similarly may not obtain title insurance prior to purchase, and we are not able to perform the type of title review that is customary in acquisitions of real property.

As a result, our knowledge of potential title issues will be limited, and title insurance protection may not be in place.

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Additionally, the governing bodies of the HOAs in which we own property may not make important disclosures about the properties or may block our access to HOA records, initiate litigation, restrict our ability to sell our properties, impose assessments, or arbitrarily change the HOA rules.

We may be unaware of or unable to review or comply with HOA rules before purchasing a property, and any such excessively

restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from leasing such property, or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.

We may be unaware of or unable to review or comply with HOA rules before purchasing a property, and any such excessively restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from leasing such property, or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.

Several states have enacted laws that provide that a lien for unpaid monies owed to an HOA may be senior to or extinguish mortgage liens on properties.

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Risks Related to Information Technology, Cybersecurity, and Data Protection

We are highly dependent on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect us and the value of our common stock.

We are highly dependent on information systems, and system failures could significantly disrupt our business, which may, in turn, negatively affect our operating results and the value of our common stock.

Our operations are dependent upon our information systems that support our business processes, including marketing, leasing, vendor communications, finance, intercompany communications, our resident portals, and property management service platforms, which include certain automated processes that require access to telecommunications or the Internet, each of which is subject to system security risks.

Certain critical components of our platform are dependent upon third-party service providers, and a significant portion of our business operations are conducted over the Internet or through mobile applications.

Certain critical components of our platform are dependent upon third-party service providers, and a significant portion of our business operations is conducted online or via mobile applications.

As a result, we could be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack, or a circumstance that disrupted access to telecommunications, the Internet, or operations at our third-party service providers, including viruses that could penetrate network security defenses and cause system failures and disruptions of operations.

Even though we believe we utilize appropriate duplication and back-up procedures, a significant outage in telecommunications, the Internet, or at our third-party service providers could negatively impact our operations.

Even though we believe we have appropriate duplication and redundancy procedures, a significant outage in telecommunications, the Internet, or at our third-party service providers could negatively impact our operations.

If we are unable to effectively execute or maintain our information technology strategies or adopt new technologies and processes relevant to our service platform, our ability to deliver high-quality services to our residents may be materially impaired.

In addition, we make investments in new systems and tools to achieve competitive advantages and efficiencies.

Implementation of such investments in information technology could exceed estimated budgets, and we may experience challenges that prevent new strategies or technologies from being realized.

In addition, we make investment in new systems and tools to gain competitive advantage and improve efficiency.

Implementation of such information technology investments could exceed estimated budgets, and we may experience challenges that prevent new strategies or technologies from being realized.

If we are unable to maintain current information technology and processes or encounter delays, or fail to exploit new technologies, then the execution of our business plans may be disrupted.

Similarly, our associates require effective tools and techniques to perform functions integral to our business.

We currently use limited traditional and generative AI solutions for certain marketing, administrative, and other functions.

We currently use traditional and generative AI solutions for certain marketing, operational, administrative, and other functions.

We may incorporate additional generative AI solutions into our information systems in the future and these solutions may become important in our operations over time.

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Despite our security measures, our information technology and infrastructure are subject to ongoing threats and attacks and may be vulnerable to attacks by malicious third parties or breached due to employee error, malfeasance, or other disruptions.

Due to the nature of some of the attacks, there is a risk that they may remain undetected for a period of time.

Due to the nature of some attacks, there is a risk that they may remain undetected for a period of time.

Since the techniques used to obtain unauthorized access to systems, or to otherwise sabotage them, change frequently and are often not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

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Any such breach could compromise our networks, and the information stored therein could be accessed, publicly disclosed, misused, lost, or stolen.

Any such access, disclosure or other loss of information could result in legal claims or proceedings, misstated or unreliable financial data, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers, including our residents, or damage our reputation, any of which could adversely affect our results of operations, reputation, and competitive position.

regulatory penalties, disruption to our operations and the services we provide to customers, including our residents, or damage our reputation, any of which could adversely affect our results of operations, reputation, and competitive position.

We maintain cyber liability insurance;

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United States regulators have also increased their focus on cyber security vulnerabilities and risks.

Compliance with laws and regulations concerning cyber security, such as the recently enacted SEC rules requiring disclosure of material cybersecurity incidents, data governance, and data protection could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties.

Compliance with laws and regulations concerning cyber security, such as SEC rules requiring disclosure of material cybersecurity incidents, data governance, and data protection could result in significant expense, and any failure to comply could result in proceedings against us by regulatory authorities or other third parties.

See “— Our business is subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters.

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Climate change and related environmental issues, related legislative and regulatory responses to climate change, and the transition to a lower-carbon economy may adversely affect our business.

There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases (“GHG”) in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality.

There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality.

These events could also compound adverse economic conditions.

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See “ — We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather .”

Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on GHG emissions and climate change issues.

Policy changes and changes in federal, state, and local legislation and regulation based on concerns about climate change, including regulations aimed at limiting GHG emissions and the implementation of “green” building codes, could result in increased capital expenditures on our existing

properties (for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our results of operations.

Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on greenhouse gas emissions and climate change issues.

Policy changes and changes in federal, state, and local legislation and regulation based on concerns about climate change, including regulations aimed at limiting greenhouse gas emissions and the implementation of “green” building codes, could result in increased capital expenditures on our existing properties (for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our results of operations.

Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses.

We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability.

In March 2024, the SEC adopted the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors .

This rule will require registrants to disclose certain climate-related information in registration statements and annual reports.

In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity.

On February 11, 2025, SEC Acting Chairman Mark T.

Uyeda released a public statement and notified the United States Court of Appeals for the Eighth Circuit (where the challenges are consolidated) to hold off scheduling the case for argument to provide time for the SEC to further deliberate and determine next steps.

Therefore, the timing of the effectiveness of these disclosure requirements is uncertain.

We are currently assessing the effect of new rules on our consolidated financial statements and related disclosures.

Additionally, t he State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026, though the Governor of California has directed further consideration of the implementation deadlines for each of the laws.

Both laws have been challenged in federal court.

Unless legal challenges to the foregoing new rules prevail or they are otherwise modified prior to effective dates or the effective dates are delayed, we will become subject to the rules as adopted, and they could significantly increase compliance burdens and associated regulatory costs and complexity.

We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability which could significantly increase compliance burdens and associated regulatory costs and complexity.

We are continuously assessing the effect of such legal and regulatory developments on our consolidated financial statements and related disclosures.

Regulatory requirements related to sustainability matters continue to evolve and any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change.

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Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances.

Even if more than one person may have been responsible for the contamination, each person covered by

applicable environmental laws may be held responsible for all of the clean-up costs incurred.

Even if more than one person may have been responsible for the contamination, each person covered by applicable environmental laws may be held responsible for all of the clean-up costs incurred.

In addition, third parties may sue the owner or operator of a site for damages based on personal injury, natural resources, or property damage or other costs, including investigation and clean-up costs, resulting from the environmental contamination.

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(1) our cash flow may not be sufficient to satisfy required payments of principal and interest;

(2) we may not be able to refinance existing indebtedness or

the terms of any refinancing may be less favorable to us than the terms of existing debt;

(2) we may not be able to refinance existing indebtedness or the terms of any refinancing may be less favorable to us than the terms of existing debt (including as a result of changes in laws, regulations, executive orders, or agency or government guidance that limit approvals, guarantees, insurance, securitizations, purchases, or other facilitation of single‑family rental debt);

(3) required debt payments are not reduced if the economic performance of any property declines;

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(6) the risk that necessary capital expenditures cannot be financed on favorable terms;

and (7) the value of the collateral securing our indebtedness may fluctuate and fall below the amount of indebtedness it secures.

(7) the value of the collateral securing our indebtedness may fluctuate and fall below the amount of indebtedness it secures;

and (8) changes in, or new, laws, regulations, executive orders, or related agency or government policies or programs could reduce the availability of, restrict eligibility for, delay access to, or increase the cost of debt capital (including securitizations, warehouse or term facilities, guarantees, insurance, or purchases) used to finance or refinance our assets.

If the income from a property is pledged to secure payment of indebtedness and we cannot make the applicable debt payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property.

Any of these risks could place strains on our cash flows, reduce our ability to grow, and adversely affect our results of operations.

Natural disasters, geopolitical turmoil, medical epidemics and pandemics, economic instability, or other causes could have material and adverse effect on our residents’ ability to meet their lease obligations and our ability to collect rent or enforce remedies for failure to pay rent thereby reducing our cash flows, and the resulting impact on rental and other property income could impact our ability to make all required debt service payments and to continue paying dividends to our stockholders at expected levels or at all.

In particular, restrictions on, or withdrawal of, participation by agency or government-sponsored enterprises in transactions secured by our homes, or in securitizations backed by such assets, could limit our refinancing alternatives at or near maturities, require us to use more expensive or less flexible sources of capital, or necessitate asset sales on unfavorable terms.

See “Risks Related to Our Business Environment and Industry — Executive actions and proposed federal and state legislation or regulations aimed at limiting institutional ownership and acquisition of single-family homes could materially adversely affect our business, growth strategy, and results of operations.” Natural disasters, geopolitical turmoil, medical epidemics and pandemics, economic instability, or other causes could have material and adverse effect on our residents’ ability to meet their lease obligations and our ability to collect rent or enforce remedies for failure to pay rent thereby reducing our cash flows, and the resulting impact on rental and other property income could impact our ability to make all required debt service payments and to continue paying dividends to our stockholders at expected levels or at all.

See “Risks Related to Our Business Environment and Industry — Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease.

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We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us.

Our inability to obtain financing could have negative effects on our business.

Our inability to obtain financing could have

negative effects on our business.

Among other things, we could have difficulty acquiring, re-developing or maintaining, our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our:

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Our access to additional third-party sources of financing will depend, in part, on:

• fluctuating global and United States economic conditions, uncertainty in financial markets (including due to bank failures), and geopolitical tensions;

• fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions;

• the market’s perception of our growth potential;

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Additionally, borrowing base requirements associated with our financing arrangements may prevent us from drawing upon our total maximum capacity under these financing arrangements if sufficient collateral, in accordance with our facility agreements, is not available.

For example, our mortgage loans and secured term loan require, among other things, that a cash management account controlled by the lender collect all rents and cash generated by the properties securing the portfolio.

For example, our secured debt requires, among other things, that a cash management account controlled by the lender collect all rents and cash generated by the properties securing the portfolio.

Upon the occurrence of an event of default or failure to satisfy the required minimum debt yield or debt service coverage ratio, the lender may apply any excess cash in such cash management account as the lender elects, including prepayment of principal and amounts due under the loans.

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Further, such restrictions could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for United States federal income tax purposes.

We have and may continue to utilize non-recourse long-term mortgage loans, and such structures may expose us to certain risks not prevalent in other debt financings, which could affect the availability and attractiveness of this financing option or otherwise result in losses to us.

We have and may continue to utilize non-recourse long-term mortgage loans relating to pools of homes which we own, if and when they become available and to the extent consistent with the maintenance of our REIT qualification.

Mortgage loans may expose us to certain risks not prevalent in other debt financings.

We have and may continue to utilize non-recourse long-term secured debt, and such structures may expose us to certain risks not prevalent in other debt financings, which could affect the availability and attractiveness of this financing option or otherwise result in losses to us.

We have and may continue to utilize non-recourse long-term secured debt relating to pools of homes which we own, if and when they become available and to the extent consistent with the maintenance of our REIT qualification.

Secured debt may expose us to certain risks not prevalent in other debt financings.

Moreover, we cannot be assured that we will be able to access the securitization market in the future, or be able to do so at favorable rates.

Current fluctuating macroeconomic conditions, including inflation, elevated interest rates, slower growth, economic uncertainty, and a general decline in business activity, have caused dislocations, il liquidity, and volatility in the market for asset-backed securities and mortgage-backed securities, as well as disruption in the wider global financial markets, including a significant reduction of investor demand for, and purchases of, asset-backed securities and structured financial products.

Disruptions of the securitization market could preclude our ability to use mortgage loans as a financing source or could render it an inefficient source of financing, making us more dependent on alternative sourcing of financing that might not be as favorable as mortgage loans in otherwise favorable markets.

Disruptions of the securitization market could preclude our ability to use secured debt as a financing source or could render it an inefficient source of financing, making us more dependent on alternative sourcing of financing that might not be as favorable as secured debt in otherwise favorable markets.

In addition, in the United States and elsewhere, there is now increased political and regulatory scrutiny of the asset-backed securities industry.

This has resulted in a raft of measures for increased regulation which are currently at various stages of implementation and which may have an adverse impact on the regulatory capital charge to certain investors in securitization exposures or the incentives for certain investors to hold asset-backed securities, and may thereby affect the liquidity of such securities.

Any of these factors could limit our access to mortgage loans as a source of financing.

The inability to consummate mortgage loans to finance our investments on a long-term basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performance and our ability to grow our business.

Any of these factors could limit our access to secured debt as a source of financing.

The inability to consummate secured debt to finance our investments on a long-term basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performance and our ability to grow our business.

Offerings of additional debt securities or equity securities that rank senior to our common stock may adversely affect the market price of our common stock.

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Borrowings under our debt instruments totaling $2,620.0 million as of December 31, 2025, bear interest at variable rates and expose us to interest rate risk.

Following a series of increases to combat inflation beginning in March 2022, the United States Federal Reserve began reducing short-term interest rates in September 2024.

However, despite these reductions, long-term interest rates have remained elevated, driven by broader market factors.

Elevated interest rates could lead to the increases in debt service obligations on our variable rate indebtedness even though the amount borrowed remained the same, and our earnings and cash flows could correspondingly decrease.

Long-term interest rates remain elevated, driven by broader market factors.

Elevated interest rates could lead to increases in debt service obligations on our variable rate indebtedness even though the amount borrowed remained the same, and our earnings and cash flows could correspondingly decrease.

After giving effect to our interest rate swap agreements (see Part II.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and

Capital Resources” for more information), each 100 bps increase or decrease on our floating rate indebtedness would result in an estimated increase or decrease of $7.2 million in annual interest expense.

“Management’s Discussion and Analysis of Financial Condition and

Results of Operations — Liquidity and Capital Resources” for more information), each 100 bps increase or decrease on our floating rate indebtedness would result in an estimated increase or decrease of $5.2 million in annual interest expense.

In connection with our debt instruments, we have obtained interest rate caps and swaps, and subject to complying with the requirements for REIT qualification, we may obtain in the future one or more additional forms of interest rate protection (in the form of swap agreements, interest rate cap contracts, or similar agreements) to hedge against the possible negative effects of interest rate fluctuations.

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As a result, we and our stockholders may have more limited rights to recover money damages from our directors and officers than might otherwise exist absent these provisions in our charter and bylaws or that might exist with other companies, which could limit your recourse in the event of actions that are not in our best interests.

Our charter contains a provision that expressly permits our non-employee directors, certain of our pre-IPO owners, and their affiliates to compete with us.

Our charter provides that, to the maximum extent permitted from time to time by Maryland law, we renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as our director, and none of our pre-IPO owners, or any of their respective affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage or to refrain from otherwise competing with us or our affiliates.

Our charter contains a provision that expressly permits our non-employee directors and their affiliates to compete with us.

Our charter provides that, to the maximum extent permitted from time to time by Maryland law, we renounce any interest or expectancy that we have in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by our directors or their affiliates, other than to those directors who are employed by us or our subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as our director, or any of his or her affiliates, or any director who is not employed by us or any of his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage or to refrain from otherwise competing with us or our affiliates.

Our charter provides that, to the maximum extent permitted from time to time by Maryland law, each of our non-employee directors, and any of their affiliates, may:

• acquire, hold, and dispose of interests in us and/or our subsidiaries, including shares of our stock or common units of partnership interest in INVH LP for his, her or its own account or for the account of others, and exercise all of the rights of a stockholder of Invitation Homes Inc., or a limited partner of INVH LP, to the same extent and in the same manner as if he, she, or it were not our director or stockholder;

rights of a stockholder of Invitation Homes Inc., or a limited partner of INVH LP, to the same extent and in the same manner as if he, she, or it were not our director or stockholder;

• in his, her, or its personal capacity or in his, her, or its capacity, as applicable, as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor, or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation, or disposition of interests in mortgages, real property or persons engaged in the real estate business.

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In addition, our qualification as a REIT may depend upon the qualification as a REIT of certain subsidiary entities of our investments in unconsolidated joint ventures that have also elected to be treated as a REIT.

Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT including proposals and potential legislative initiatives targeted at institutional owners of single-family rental housing that could limit, condition, or eliminate tax benefits integral to REIT qualification or operations, such as depreciation or the deductibility of interest, or otherwise alter the tax treatment or requirements applicable to REITs.

If we fail to qualify as a REIT in any tax year, and we do not qualify for relief under applicable statutory provisions, then:

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This could increase the cost of our hedging activities because our TRS would be subject to tax on gains, for which losses may not be available or allowed to offset, or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.

Even if we qualify to be subject to United States federal income tax as a REIT, we could be subject to tax on any unrealized net built-in gains in certain assets.

As part of our pre-IPO reorganization transactions, we acquired certain appreciated assets that were held (directly or indirectly) in part by one or more C corporations in transactions in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted basis of such assets in the hands of such C corporations.

If we dispose of any such appreciated assets during the five-year period following the date we acquired those assets, we will be subject to United States federal income tax on the portion of such gain attributable to such C corporations at the highest corporate tax rates to the extent of the excess of the fair market value of such assets on the date that we acquired those assets over the adjusted tax basis of such assets on such date, which are referred to as built-in gains.

Further, such built-in gains may also be subject to certain state income taxes, for a length of time equal to or exceeding the federal five-year period.

We would be subject to this tax liability even if we qualify and maintain our status as a REIT.

Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement.

Any tax on the recognized built-in gain will reduce REIT taxable income.

We may choose not to sell in a taxable transaction appreciated assets we might otherwise sell during the period in which the built-in gain tax applies to avoid the built-in gain tax.

However, there can be no assurances that such a taxable transaction will not occur.

If we sell such assets in a taxable transaction, the amount of corporate tax that we will pay will vary depending on the actual amount of net built-in gain or loss present in those assets as of the time we acquired those assets and the portion of such assets which were held by C corporations prior to their contribution to us.

Our charter does not permit any person to own more than 9.8% of our outstanding common stock or of our outstanding stock of all classes or series, and attempts to acquire our common stock or our stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

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There can be no assurance that our board of directors, as permitted in the charter, will not decrease this ownership limit in the future, and any decision to grant a waiver from the ownership limit in any particular instance is at the sole discretion of our board of directors.

Any attempt to own or transfer shares of our common stock in excess of the ownership limit without

the consent of our board of directors will result either in the shares of stock in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares of stock will not have any rights in such excess shares of stock, or in the transfer being void.

Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will result either in the shares of stock in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such excess shares of stock will not have any rights in such excess shares of stock, or in the transfer being void.

The ownership limit may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status).

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We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility, and reduce the price of our common stock.

The Internal Revenue Service, the United States Treasury Department, and Congress frequently review United States federal income tax legislation, regulations, and other guidance.

We cannot predict whether, when or to what extent new United States federal tax laws, regulations, interpretations, or rulings will be adopted.

Any legislative action may

prospectively or retroactively modify our tax treatment and, therefore, may adversely affect our taxation or our stockholders.

Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our assets.

The Internal Revenue Service, the United States Treasury Department, Congress, and state and local taxing authorities frequently review and may modify tax legislation, regulations, and other guidance.

We cannot predict whether, when or to what extent new United States federal, state, or local tax laws, regulations, interpretations, or rulings will be adopted.

Any such action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect our taxation or our stockholders.

Changes in state or local tax laws, including property taxes, income or franchise taxes, transfer taxes, or other taxes applicable to real estate owners and REITs, could also increase our tax liability or operating costs.

Any of these changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our assets.

You are urged to consult with your tax advisor with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our stock.

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Our ownership of TRSs is subject to limitations, and our transactions with our TRSs will cause us to be subject to a 100% excise tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

The Code provides that no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.

The Code provides that no more than 20% of the value of a REIT’s assets, or no more than 25% of the value of a REIT’s assets beginning with the 2026 tax year, may consist of stock or securities of one or more TRSs.

Our TRSs earn income that would not be qualifying income if earned directly by the parent REIT and may also be used to hold certain properties the sale of which may not qualify for the safe harbor for prohibited transactions.

These limitations on ownership of TRS stock could limit the extent to which we can conduct these activities and other activities through our TRSs.

In addition, the tax rules may limit the deductibility of interest paid or accrued by a TRS to its parent REIT.

In addition, the tax rules may

limit the deductibility of interest paid or accrued by a TRS to its parent REIT.

The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

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

What changed 10-K

Item 1A. Risk Factors