Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with United States generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with United States generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable
84
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Our management with the participation of our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. This evaluation was based on the framework established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025 to accomplish their objectives at the reasonable assurance level.
Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2025. The report is included herein.
85
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Invitation Homes Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Dallas, TX
February 19, 2026
86
ITEM 9B. OTHER INFORMATION
None .
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
87
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
As described above, our Code of Conduct is applicable to all of our directors, officers, and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. Our Code of Conduct is posted on our investor website at: www.invh.com under “Corporate Overview” — “Governance Documents.” Our Code of Conduct is a “code of ethics,” as defined by Item 406 of Regulation S-K of the Exchange Act promulgated by the SEC. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8-K and within the time period required under applicable rules and regulations.
The remaining information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated from reference to the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
88
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed as part of this report:
(a) Financial Statements
Invitation Homes Inc. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the three years in the period ended December 31, 2025
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
F- 1
Consolidated Balance Sheets F- 3
Consolidated Statements of Operations F- 4
Consolidated Statements of Comprehensive Income (Loss) F- 5
Consolidated Statements of Equity F- 6
Consolidated Statements of Cash Flows F- 7
Notes to Consolidated Financial Statements F- 9
(b) Financial Statement Schedule
Invitation Homes Inc. as of December 31, 2025 and for the three years in the period ended December 31, 2025
Schedule III Real Estate and Accumulated Depreciation F- 41
(c) Exhibits
89
EXHIBIT INDEX
Exhibit number
Description
3.1 Charter of Invitation Homes Inc., dated as of February 6, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 6, 2017).
3.2 Amended and Restated Bylaws of Invitation Homes Inc., dated as of May 17, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 18, 2023).
4.1 Description of Securities (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on February 19, 2020).
4.2
First Supplemental Indenture between Invitation Homes Inc., IH Merger Sub LLC and Wilmington Trust, National Association, as trustee dated as of November 16, 2017 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 20, 2017).
4.3
Indenture, dated as of August 6, 2021, among Invitation Homes Operating Partnership LP, the Guarantors (as defined therein) party hereto and U.S. Bank National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on August 6, 2021).
4.4
First Supplemental Indenture, dated as of August 6, 2021 among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank National Association, as trustee including the form of 2.000% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on August 6, 2021).
4.5
Second Supplemental Indenture, dated as of November 5, 2021, among Invitation Homes Operating Partnership LP, the Guarantors and the Trustee, including the form of 2.300% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on November 5, 2021).
4.6
Third Supplemental Indenture, dated as of November 5, 2021, among Invitation Homes Operating Partnership LP , the Guarantors and the Trustee, including the form of 2.700% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on November 5, 2021).
4.7
Fourth Supplemental Indenture, dated as of April 5, 2022, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, including the form of 4.150% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on April 5, 2022).
4.8
Fifth Supplemental Indenture, dated as of August 2, 2023, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 5.450% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 2, 2023).
4.9
Sixth Supplemental Indenture, dated as of August 2, 2023, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 5.500% Senior Notes due 2033 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 2, 2023).
90
Exhibit number
Description
4.10
Seventh Supplemental Indenture, dated as of September 26, 2024, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 4.875% Senior Notes due 2035 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed on September 26, 2024).
4.11
Eighth Supplemental Indenture, dated as of August 15, 2025, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 4.950% Senior Notes due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 15, 2025).
10.1 Note Purchase Agreement, dated May 25, 2021, among Invitation Homes Operating Partnership LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 26, 2021).
10.2 Form of Invitation Homes Operating Partnership LP 2.46% Senior Note, Series A, due May 25, 2028 (included as a part of Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 26, 2021)).
10.3 Form of Invitation Homes Operating Partnership LP 3.18% Senior Note, Series B, due May 25, 2036 (included as a part of Exhibit 10.1 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 26, 2021)).
10.4 Parent Guaranty Agreement dated as of September 17, 2021 re: 2.46% Senior Notes, Series A, due May 25, 2028 and 3.18% Senior Notes, Series B, due May 25, 2036 of Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 28, 2021).
10.5 Parent Guaranty dated as of September 17, 2021 by Invitation Homes Inc., Invitation Homes GP LLC and IH Merger Sub, LLC for the benefit of Bank of America, N.A., in its capacity as the administrative agent for the Lenders under that certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, for the benefit of itself and such Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 28, 2021).
10.6 Amended and Restated Agreement of Limited Partnership of Invitation Homes Operating Partnership LP, dated as of August 9, 2017, by and among Invitation Homes OP GP LLC and Invitation Homes Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 14, 2017).
10.7 Amended and Restated Registration Rights Agreement, dated as of October 4, 2016, among Starwood Waypoint Homes and the other parties named therein (incorporated by reference to Exhibit 10.1 of SWH’s Current Report on Form 8-K filed with the SEC on October 11, 2016).
10.8 Assignment and Assumption Agreement, dated as of November 16, 2017, between Invitation Homes Inc. and IH Merger Sub, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2017).
10.9 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 8, 2020, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 9, 2020).
91
Exhibit number
Description
10.10
First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 18, 2023, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and solely for purposes of Sections 3, 4, 5 and 7 thereof, each of the guarantors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2023).
10.11
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 9, 2024, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on September 10, 2024).
10.12
First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of February 4, 2026, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent , and the other parties thereto .
10.13
Term Loan Agreement, dated as of June 22, 2022, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2022).
10.14
First Amendment to Term Loan Agreement, dated as of September 9, 2024, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Company filed on September 10, 2024).
10.15
Second Amendment to Term Loan Agreement, dated as of April 28, 2025, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on April 30, 2025).
10.16
Third Amendment to Term Loan Agreement, dated as of February 5, 2026, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent , and the other parties party thereto .
10.17
Loan Agreement, dated as of April 28, 2017, between IH 2017-1 Borrower, LP, as Borrower, and Wells Fargo Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 1, 2017).
10.18
Loan Agreement, dated as of November 7, 2018, between IH 2018-4 Borrower LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 - K filed on November 8, 2018).
10.19
Loan Agreement, dated as of June 7, 2019, between 2019-1 IH Borrower LP, as Borrower, and Rothesay Life PLC, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 10, 2019).
10.20
Amendment to Loan Agreement, dated as of June 23, 2023, among Wilmington Trust National Association, as Trustee for the Registered Holders of Invitation Homes 2018-SFR4 Single Family Rental Pass-Through Certificates, 2018-4 IH Borrower LP, and 2018-4 Equity Owner LLC, and 2018-4 IH Borrower GP. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 27, 2023).
10.21
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 21, 2024). †
92
Exhibit number
Description
10.22
Invitation Homes Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 6, 2017). †
10.23
Form of Award Notice and Restricted Stock Unit Agreement for Non-Employee Directors (General Form) (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 23, 2017). †
10.24
2019 Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10. 3 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2019). †
10.25
Invitation Homes Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 1 , 202 5 .) †
10.26
Form of Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2022). †
10.27
Form of Award Notice and Restricted Stock Unit Agreement (LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023). †
10.28
Form of Award Notice and Restricted Stock Unit Agreement (LTIP RSU Award Agreement) under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2025). †
10.29
Form of Award Notice and LTIP Unit Agreement (LTIP Unit Award Agreement) under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 25, 2025). †
19.1
Policies and Procedures for Trading in Securities of Invitation Homes Inc. (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2025).
21.1 Subsidiaries of the Registrant.
22.1
Subsidiary Issuer and Guarantors of Guaranteed Securities.
23.1 Consent of Deloitte & Touche LLP.
31.1 Certification of Dallas B. Tanner, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Jonathan S. Olsen, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Dallas B. Tanner, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2 Certification of Jonathan S. Olsen, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
97.1 Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 21, 2024).
93
Exhibit number
Description
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
† Management contract or compensatory plan.
Certain agreements and other documents filed as exhibits to this Annual Report on Form 10-K contain representations and warranties that the parties thereto made to each other. These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents. In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact. Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements or other documents.
ITEM 16. FORM 10-K SUMMARY
None.
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on the 19th day of February 2026.
Invitation Homes Inc.
By: /s/ Dallas B. Tanner
Name: Dallas B. Tanner
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities indicated on the 19th day of February 2026.
Signature Title
/s/ Dallas B. Tanner President, Chief Executive Officer, and Director
Dallas B. Tanner (Principal Executive Officer)
/s/ Jonathan S. Olsen
Executive Vice President and Chief Financial Officer
Jonathan S. Olsen
(Principal Financial Officer)
/s/ Kimberly K. Norrell Executive Vice President and Chief Accounting Officer
Kimberly K. Norrell (Principal Accounting Officer)
/s/ Michael D. Fascitelli Chairman and Director
Michael D. Fascitelli
/s/ Jana C. Barbe Director
Jana C. Barbe
/s/ H. Wyman Howard III
Director
H. Wyman Howard III
/s/ Jeffrey E. Kelter Director
Jeffrey E. Kelter
/s/ Kellyn Smith Kenny
Director
Kellyn Smith Kenny
95
Signature Title
/s/ Joseph D. Margolis Director
Joseph D. Margolis
/s/ John B. Rhea Director
John B. Rhea
/s/ Frances Aldrich Sevilla-Sacasa
Director
Frances Aldrich Sevilla-Sacasa
/s/ Keith D. Taylor
Director
Keith D. Taylor
96
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Invitation Homes Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Investments in Single-Family Residential Properties—Refer to Notes 2 and 3 to the financial statements
Critical Audit Matter Description
The Company owned 86,192 individual single-family residential properties with a net carrying value of $17.3 billion of investments in single-family residential properties, net on the balance sheet as of December 31, 2025. The Company capitalizes costs 1) to acquire, stabilize, and prepare single-family residential properties to be leased and 2) that improve or extend the life of the home, a portion of the salaries and benefits of the employees who are directly responsible for such improvements, and for certain furniture and fixtures additions. The determination of which costs to capitalize requires significant management judgment.
F-1
Given the number of homes and the volume and nature of the costs capitalized, performing audit procedures to evaluate the accounting for costs capitalized was challenging and required an increased extent of audit effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to whether the investments in single-family residential properties were accounted for appropriately included the following, among others:
• We tested the effectiveness of relevant controls over investments in single-family residential properties, including management’s controls over the acquisition, and cost capitalization of its properties.
• We developed an expectation of the capitalized costs associated with the acquisitions of homes, taking into account changes in the portfolio of single-family residential properties and market conditions, and compared our expectation to the recorded balance.
• We developed an expectation of capitalized recurring expenditures that improve or extend the life of the home based on the historical amounts recorded, taking into account changes in the portfolio of single-family residential properties and market conditions, and compared our expectation to the recorded balance.
/s/ Deloitte & Touche LLP
Dallas, TX
February 19, 2026
We have served as the Company’s auditor since 2013.
F-2
INVITATION HOMES INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2025 and 2024
(in thousands, except shares and per share data)
2025 2024
Assets:
Investments in single-family residential properties:
Land $ 4,986,353 $ 4,901,192
Building and improvements 17,789,827 17,180,308
22,776,180 22,081,500
Less: accumulated depreciation ( 5,501,558 ) ( 4,869,374 )
Investments in single-family residential properties, net 17,274,622 17,212,126
Cash and cash equivalents 129,971 174,491
Restricted cash 224,894 245,202
Goodwill 258,207 258,207
Investments in unconsolidated joint ventures 254,561 241,605
Other assets, net 538,035 569,320
Total assets $ 18,680,290 $ 18,700,951
Liabilities:
Secured debt, net
$ 1,384,114 $ 1,385,573
Unsecured notes, net 4,398,921 3,800,688
Term loan facilities, net 2,451,985 2,446,041
Revolving facility 145,000 570,000
Accounts payable and accrued expenses 230,350 247,709
Resident security deposits 184,536 180,866
Other liabilities 317,492 277,565
Total liabilities 9,112,398 8,908,442
Commitments and contingencies (Note 14)
Equity:
Stockholders’ equity
Preferred stock, $ 0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, 2025 and 2024
— —
Common stock, $ 0.01 par value per share, 9,000,000,000 shares authorized, 610,788,732 and 612,605,478 outstanding as of December 31, 2025 and 2024, respectively
6,108 6,126
Additional paid-in capital 11,128,590 11,170,597
Accumulated deficit ( 1,610,981 ) ( 1,480,928 )
Accumulated other comprehensive income 6,415 60,969
Total stockholders’ equity
9,530,132 9,756,764
Non-controlling interests 37,760 35,745
Total equity 9,567,892 9,792,509
Total liabilities and equity $ 18,680,290 $ 18,700,951
The accompanying notes are an integral part of these consolidated financial statements.
F-3
INVITATION HOMES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share data)
For the Years Ended December 31,
2025 2024 2023
Revenues:
Rental revenues and other property income $ 2,641,957 $ 2,548,964 $ 2,418,631
Management fee revenues 87,339 69,978 13,647
Total revenues 2,729,296 2,618,942 2,432,278
Expenses:
Property operating and maintenance 985,587 935,273 880,335
Property management expense 149,130 137,490 95,809
General and administrative 95,250 90,612 82,344
Interest expense 353,327 366,070 333,457
Depreciation and amortization 746,933 714,326 674,287
Casualty losses, impairment, and other 11,443 82,925 8,596
Total expenses 2,341,670 2,326,696 2,074,828
Gain on sale of property, net of tax 218,235 244,550 183,540
Losses from investments in unconsolidated joint ventures ( 11,607 ) ( 28,445 ) ( 17,877 )
Other, net ( 4,345 ) ( 52,986 ) ( 2,085 )
Net income 589,909 455,365 521,028
Net income attributable to non-controlling interests ( 1,985 ) ( 1,448 ) ( 1,558 )
Net income attributable to common stockholders 587,924 453,917 519,470
Net income available to participating securities ( 960 ) ( 753 ) ( 696 )
Net income available to common stockholders — basic and diluted (Note 12) $ 586,964 $ 453,164 $ 518,774
Weighted average common shares outstanding — basic 612,948,321 612,551,317 611,893,784
Weighted average common shares outstanding — diluted 613,177,806 613,631,617 613,288,708
Net income per common share — basic $ 0.96 $ 0.74 $ 0.85
Net income per common share — diluted $ 0.96 $ 0.74 $ 0.85
The accompanying notes are an integral part of these consolidated financial statements.
F-4
INVITATION HOMES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
For the Years Ended December 31,
2025 2024 2023
Net income $ 589,909 $ 455,365 $ 521,028
Other comprehensive income (loss)
Unrealized gains (losses) on interest rate swaps
( 24,290 ) 73,042 39,488
Gains from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss)
( 30,439 ) ( 75,772 ) ( 73,856 )
Other comprehensive income (loss) ( 54,729 ) ( 2,730 ) ( 34,368 )
Comprehensive income
535,180 452,635 486,660
Comprehensive income attributable to non-controlling interests
( 1,810 ) ( 1,451 ) ( 1,474 )
Comprehensive income attributable to common stockholders
$ 533,370 $ 451,184 $ 485,186
The accompanying notes are an integral part of these consolidated financial statements.
F-5
INVITATION HOMES INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2025, 2024, and 2023
(in thousands, except share and per share data)
Common Stock
Number of Shares
Amount
Additional
Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-Controlling Interests Total Equity
Balance as of December 31, 2022 611,411,382 $ 6,114 $ 11,138,463 $ ( 951,220 ) $ 97,985 $ 10,291,342 $ 32,289 $ 10,323,631
Distributions to non-controlling interests — — — — — — ( 2,374 ) ( 2,374 )
Net income — — — 519,470 — 519,470 1,558 521,028
Dividends and dividend equivalents paid ($ 1.04 per share)
— — — ( 638,836 ) — ( 638,836 ) — ( 638,836 )
Issuance of common stock — settlement of RSUs, net of tax 546,857 6 ( 8,155 ) — — ( 8,149 ) — ( 8,149 )
Share-based compensation expense — — 26,428 — — 26,428 3,075 29,503
Total other comprehensive loss
— — — — ( 34,284 ) ( 34,284 ) ( 84 ) ( 34,368 )
Balance as of December 31, 2023 611,958,239 6,120 11,156,736 ( 1,070,586 ) 63,701 10,155,971 34,464 10,190,435
Distributions to non-controlling interests — — — — — — ( 3,326 ) ( 3,326 )
Net income — — — 453,917 — 453,917 1,448 455,365
Dividends and dividend equivalents declared ($ 1.41 per share)
— — — ( 864,259 ) — ( 864,259 ) — ( 864,259 )
Issuance of common stock — settlement of RSUs, net of tax 639,739 6 ( 10,900 ) — — ( 10,894 ) — ( 10,894 )
Share-based compensation expense — — 24,681 — — 24,681 3,237 27,918
Total other comprehensive loss — — — — ( 2,733 ) ( 2,733 ) 3 ( 2,730 )
Redemption of OP Units for common stock 7,500 — 80 — 1 81 ( 81 ) —
Balance as of December 31, 2024 612,605,478 6,126 11,170,597 ( 1,480,928 ) 60,969 9,756,764 35,745 9,792,509
Distributions to non-controlling interests — — — — — — ( 2,591 ) ( 2,591 )
Net income — — — 587,924 — 587,924 1,985 589,909
Dividends and dividend equivalents declared ($ 1.17 per share)
— — — ( 717,977 ) — ( 717,977 ) — ( 717,977 )
Issuance of common stock — settlement of RSUs, net of tax 408,439 4 ( 5,765 ) — — ( 5,761 ) — ( 5,761 )
Repurchases of common stock
( 2,232,685 ) ( 22 ) ( 61,276 ) — — ( 61,298 ) — ( 61,298 )
Share-based compensation expense — — 24,688 — — 24,688 3,142 27,830
Total other comprehensive loss — — — — ( 54,554 ) ( 54,554 ) ( 175 ) ( 54,729 )
Redemption of OP Units for common stock 7,500 — 346 — — 346 ( 346 ) —
Balance as of December 31, 2025
610,788,732 $ 6,108 $ 11,128,590 $ ( 1,610,981 ) $ 6,415 $ 9,530,132 $ 37,760 $ 9,567,892
The accompanying notes are an integral part of these consolidated financial statements.
F-6
INVITATION HOMES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the Years Ended December 31,
2025 2024 2023
Operating Activities:
Net income $ 589,909 $ 455,365 $ 521,028
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 746,933 714,326 674,287
Share-based compensation expense 27,830 27,918 29,503
Amortization of deferred financing costs 21,503 18,598 16,203
Amortization of debt discounts 3,303 2,765 1,998
Provisions for impairment 657 506 427
Gains on sale of property, net of tax ( 218,235 ) ( 244,550 ) ( 183,540 )
Change in fair value of derivative instruments ( 4,988 ) 12,419 9,375
Losses from investments in unconsolidated joint ventures, net of operating distributions 13,958 31,063 20,620
Other non-cash amounts included in net income 7,769 42,503 5,222
Changes in operating assets and liabilities:
Other assets, net ( 8,785 ) ( 29,234 ) ( 24,524 )
Accounts payable and accrued expenses 19,608 46,502 24,375
Resident security deposits 3,670 411 4,903
Other liabilities 3,098 3,213 7,211
Net cash provided by operating activities 1,206,230 1,081,805 1,107,088
Investing Activities:
Acquisition of single-family residential properties ( 752,893 ) ( 737,939 ) ( 963,305 )
Initial renovations to single-family residential properties ( 28,332 ) ( 30,605 ) ( 30,207 )
Other capital expenditures for single-family residential properties ( 242,752 ) ( 219,394 ) ( 221,102 )
Proceeds from sale of single-family residential properties 498,106 585,176 488,055
Investments in land held for development ( 20,197 ) — —
Repayment proceeds from retained debt securities — 32,204 861
Investments in equity securities ( 2,892 ) ( 4,718 ) ( 33,577 )
Investments in unconsolidated joint ventures ( 45,682 ) ( 44,186 ) ( 442 )
Non-operating distributions from unconsolidated joint ventures 19,578 18,684 13,227
Other investing activities ( 77,503 ) ( 65,092 ) ( 27,062 )
Net cash used in investing activities ( 652,567 ) ( 465,870 ) ( 773,552 )
Financing Activities:
Payment of dividends and dividend equivalents ( 712,842 ) ( 689,244 ) ( 638,129 )
Distributions to non-controlling interests ( 2,591 ) ( 3,326 ) ( 2,374 )
Repurchases of common stock
( 53,207 ) — —
Payment of taxes related to net share settlement of RSUs ( 5,761 ) ( 10,894 ) ( 8,149 )
Payments on secured debt ( 3,798 ) ( 645,749 ) ( 20,725 )
Proceeds from unsecured notes 596,862 494,275 790,144
Proceeds from term loan facility — 1,750,000 —
Payments on term loan facility — ( 2,500,000 ) —
Proceeds from revolving facility 545,000 750,000 150,000
F-7
INVITATION HOMES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
For the Years Ended December 31,
2025 2024 2023
Payments on revolving facility $ ( 970,000 ) $ ( 180,000 ) $ ( 150,000 )
Deferred financing costs paid ( 8,803 ) ( 54,246 ) ( 7,767 )
Other financing activities ( 3,351 ) ( 4,542 ) ( 2,979 )
Net cash provided by (used in) financing activities ( 618,491 ) ( 1,093,726 ) 110,021
Change in cash, cash equivalents, and restricted cash ( 64,828 ) ( 477,791 ) 443,557
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)
419,693 897,484 453,927
Cash, cash equivalents, and restricted cash, end of period (Note 4)
$ 354,865 $ 419,693 $ 897,484
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized $ 322,944 $ 321,328 $ 290,649
Interest capitalized as investments in single-family residential properties, net 1,528 2,128 2,804
Cash paid for income taxes 84 158 245
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases 4,509 6,367 6,026
Financing cash flows from finance leases 3,351 3,402 2,942
Non-cash investing and financing activities:
Accrued renovation improvements at period end $ 735 $ 1,294 $ 1,858
Accrued residential property capital improvements at period end 8,781 8,463 5,346
Deferred payment for acquisition of single-family residential properties — — 25,587
Transfer of residential property, net to other assets, net for held for sale assets 150,687 174,460 167,013
Change in other comprehensive income (loss) from cash flow hedges ( 49,741 ) ( 15,148 ) ( 43,670 )
ROU assets obtained in exchange for operating lease liabilities 16,426 14,438 301
ROU assets obtained in exchange for finance lease liabilities 8,260 8,739 3,255
Dividends declared but not paid 183,962 176,952 —
Repurchases of common stock accrued but not paid 8,091 — —
The accompanying notes are an integral part of these consolidated financial statements.
F-8
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Note 1— Organization and Formation
Invitation Homes Inc. (“INVH”) is a real estate investment trust (“REIT”), organized under the laws of Maryland, that conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). INVH LP was formed for the purpose of owning, renovating, leasing, and operating single-family residential properties. Through THR Property Management L.P., a wholly owned subsidiary of INVH LP, and its wholly owned subsidiaries (collectively, the “Manager”), we provide all management and other administrative services with respect to the properties we own. The Manager also provides professional property and asset management services to portfolio owners of single-family homes for lease, including our investments in unconsolidated joint ventures. As of December 31, 2025, we wholly own 86,192 homes for lease, jointly own 8,006 homes for lease, and provide professional third-party property and asset management services for an additional 15,866 homes.
The limited partnership interests of INVH LP consist of common units and other classes of limited partnership interests that may be issued (the “OP Units”). As of December 31, 2025, INVH owns 99.7 % of the common OP Units directly and through Invitation Homes OP GP LLC, a wholly owned subsidiary of INVH (the “General Partner”), and INVH has the full, exclusive, and complete responsibility for and discretion over the day-to-day management and control of INVH LP.
Our organizational structure includes several wholly owned subsidiaries of INVH LP that were formed to facilitate certain of our financing arrangements (the “Borrower Entities”). These Borrower Entities are used to align the ownership of our single-family residential properties with certain of our debt instruments. Collateral for certain of our individual debt instruments may be in the form of equity interests in the Borrower Entities or in pools of single-family residential properties owned either directly by the Borrower Entities or indirectly by their wholly owned subsidiaries (see Note 7).
References to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer, collectively, to INVH, INVH LP, and the consolidated subsidiaries of INVH LP.
Note 2— Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the “SEC”). These consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated on the consolidated financial statements.
We consolidate wholly owned subsidiaries and entities we are otherwise able to control in accordance with GAAP. We evaluate each investment entity that is not wholly owned to determine whether to follow the variable interest entity (“VIE”) or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, we then evaluate whether the entity should be consolidated. Under the VIE model, we consolidate an investment if we have control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, we consolidate an investment if (1) we control the investment through ownership of a majority voting interest if the investment is not a limited partnership or (2) we control the investment through our ability to remove the other partners in the investment, at our discretion, when the investment is a limited partnership.
Based on these evaluations, we account for each of the investments in joint ventures described in Note 5 using the equity method. Our initial investments in the joint ventures are recorded at cost, except for any such interest initially recorded at fair value in connection with a business combination. The investments in these joint ventures are subsequently adjusted for our proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. Distributions of operating profit from the joint ventures are reported as part of operating activities while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities on our consolidated statements of cash flows. When events or circumstances indicate that our investments in unconsolidated joint ventures may not be recoverable, we assess the investments for and recognize other-than-temporary impairment.
F-9
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Non-controlling interests represent the OP Units not owned by INVH, including any OP Units resulting from vesting and conversion of units granted in connection with certain share-based compensation awards. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 include an allocation of the net income attributable to the non-controlling interest holders. OP Units are redeemable for shares of our common stock on a one -for-one basis or, at our sole discretion, in cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.
Significant Risks and Uncertainties
Our financial condition and results of operations are subject to risks related to overall fluctuating global and United States economic conditions (including uncertainty in financial markets, inflation, elevated interest rates, political dissension, and labor shortfalls), ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence. In addition, our business is subject to risks arising from legislative and regulatory initiatives at the federal, state, and local levels addressing residential housing supply and availability, including increased scrutiny of institutional ownership of single-family rental housing and proposals that could restrict or otherwise affect the acquisition, ownership, or operation of single-family residential rental properties.
These factors could adversely affect (i) our occupancy levels, rental rates, and collections, (ii) our ability to acquire or dispose of properties on economically favorable terms, (iii) our access to financial markets on attractive terms, or at all, and (iv) the value of our homes and our business that could cause us to recognize impairments in the value of our tangible assets or goodwill. Such macroeconomic conditions and geopolitical events may also negatively impact consumer income, credit availability, and spending, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent. Regulatory actions or policy changes affecting single-family residential rental housing, whether enacted or proposed, could adversely affect our ability to grow or reposition our portfolio, increase our compliance and operating costs, limit our operational flexibility, reduce rental revenue, or otherwise negatively affect our results of operations, financial condition, or cash flows. In addition, consumer confidence and spending may decline in response to changes in fiscal and monetary policy, reductions in income or asset values, and other macroeconomic factors. Labor shortages and inflationary increases in labor and material costs have impacted and may continue to impact certain aspects of our business. Imposition or increase of tariffs and trade restrictions by the United States on imports from certain countries and counter tariffs in response could lead to increased costs and supply chain disruptions. If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates are inherently subjective in nature and actual results could differ from those estimates.
Reclassifications
As of December 31, 2024, we combined balances of $ 401,649 and $ 983,924 from secured term loan, net and mortgage loans, net, respectively, into secured debt, net to conform to our current presentation on the consolidated balance sheets. The reclassification had no effect on total reported liabilities for the comparative period.
For the years ended December 31, 2024 and 2023, we combined balances of $ 1,046 and $ 350 , respectively, from gains on investments in equity and other securities, net, into other, net to conform to our current presentation on the consolidated statements of operations. The reclassification had no effect on total reported net income for the comparative periods.
F-10
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
The following table summarizes prior year balances that were reclassified to conform to our current presentation on the consolidated statements of cash flows. The reclassifications had no effect on total reported operating, investing, or financing activities for the comparative periods.
December 31, 2024 December 31,
2023
Operating Activities:
Gains on investments in equity and other securities, net (1)
$ ( 1,046 ) $ ( 350 )
Investing Activities:
Deposits for acquisition of single-family residential properties (2)
( 2,292 ) 6,365
Financing Activities:
Payments on mortgage loans (3)
( 645,666 ) ( 20,491 )
Payments on secured term loan (3)
( 83 ) ( 234 )
(1) Reclassified into other non-cash amounts included in net income.
(2) Reclassified into acquisition of single-family residential properties.
(3) Reclassified into payments on secured debt.
Investments in Single-Family Residential Properties
The following significant accounting policies affect the acquisition, disposition, recognition, classification, and fair value measurements (on a nonrecurring basis) related to our owned portfolio of 86,192 single-family residentia l properties located primarily in 16 core markets across the United States as of December 31, 2025:
• Acquisition of Real Estate Assets: Upon acquisition, we evaluate our acquired single-family residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Our purchases of homes are treated as asset acquisitions and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition. The purchase price for purposes of this allocation is inclusive of acquisition costs which typically include legal fees, bidding service and title fees, payments made to cure tax, utility, homeowners’ association (“HOA”), and other mechanic’s and miscellaneous liens, as well as other closing costs. Properties acquired in a business combination are recorded at fair value. The fair values of acquired in-place lease intangibles, if any, are based on the costs to execute similar leases, including commissions and other related costs. The origination value of in-place lease intangibles also includes an estimate of lost rent revenue at in-place rental rates during the estimated time required to lease the property. In-place lease intangibles are amortized over the life of the leases and are recorded in other assets, net in our consolidated balance sheets.
• Cost Capitalization: We incur costs to acquire, stabilize, and prepare our single-family residential properties to be leased. We capitalize these costs as a component of our investment in each single-family residential property, using specific identification and relative allocation methodologies, including renovation costs and other costs associated with activities that are directly related to preparing our properties for use as rental real estate. Other costs include interest costs, property taxes, property insurance, utilities, HOA fees, and a portion of the salaries and benefits of the Manager’s employees who are directly responsible for the execution of our stabilization activities. The capitalization period associated with our stabilization activities begins at the time that such activities commence and concludes at the time that a single-family residential property is available to be leased.
Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs thereafter are expensed to operations as incurred. We capitalize expenditures that improve or extend the life of a home, a portion of the salaries and benefits of the Manager’s employees who are directly responsible for such improvements, and for certain furniture and fixtures additions. The determination of which costs to capitalize requires significant judgment.
F-11
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Accordingly, many factors are considered as part of our evaluation processes with no one factor necessarily determinative.
• Depreciation: Costs capitalized in connection with single-family residential property acquisitions, stabilization activities, and on an ongoing basis are depreciated over their estimated useful lives on a straight-line basis. The depreciation period commences upon the completion of stabilization-related activities or upon the completion of improvements made on an ongoing basis. For those costs capitalized in connection with residential property acquisitions and stabilization activities and those capitalized on an ongoing basis, the weighted average useful lives range from 7 to 32 years.
• Provisions for Impairment: We continuously evaluate, by property, whether there are any events or changes in circumstances indicating that the carrying amount of our single-family residential properties may not be recoverable. Examples of such events and changes in circumstances that we consider include significant and persistent declines in an individual property’s net operating income, regional changes in home price appreciation as measured by certain independently developed indices, change in expected use of the property, significant adverse legal factors, substantive damage to the individual property as a result of natural disasters and other risks inherent in our business not covered by insurance proceeds, or a current expectation that a property will be disposed of prior to the end of its estimated useful life.
To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. Cash flow projections are prepared using internal analyses based on current rental, renewal, and occupancy rates, operating expenses, and inputs from our annual planning process that give consideration to each property’s historical results, current operating trends, and current market conditions. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. To determine the estimated fair value, we utilize home price appreciation (“HPA”) indices, local broker price opinions (“BPOs”), and automated valuation model (“AVM”) data, each of which are important components of our process with no single information source being necessarily determinative. To validate the HPA indices, BPOs, and AVM data received and used in our assessment of fair value of real estate, we perform an internal review to determine if an acceptable valuation approach was used to estimate fair value in compliance with guidance provided by Accounting Standards Codification (“ASC”) 820, Fair Value Measurements . Additionally, we undertake an internal review to assess the relevance and appropriateness of comparable transactions that have been used, and any adjustments to comparable transactions made, in reaching the value opinions.
The process to assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no single information source or analysis being necessarily determinative.
• Single-Family Residential Properties Held for Sale: From time to time, we may identify single-family residential properties to be sold. At the time that any such properties are identified, we perform an evaluation to determine whether or not such properties should be classified as held for sale in accordance with GAAP. Factors considered as part of our held for sale evaluation process include whether the following conditions have been met: (i) we have committed to a plan to sell a property; (ii) the property is immediately available for sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell a property have been initiated; (iv) the sale of a property is probable within one year (generally determined based upon listing for sale); (v) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. To the extent that these factors are all present, we cease depreciating the property, measure the property at the lower of its carrying amount or its fair value less estimated costs to sell, and present the property separately within other assets, net on our consolidated balance sheets. As of December 31, 2025 and 2024, we classified $ 58,563 and $ 49,434 , respectively, as held for sale assets in our consolidated balance sheets (see Note 6).
F-12
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Cash and Cash Equivalents
For purposes of presentation on both the consolidated balance sheets and statements of cash flows, we consider financial instruments with an original maturity of three months or less to be cash and cash equivalents. We maintain our cash and cash equivalents in multiple financial institutions and, at times, these balances exceed federally insurable limits. As a result, there is a concentration of credit risk related to amounts on deposit. We believe any risks are mitigated through the size and the number of financial institutions at which our cash balances are held.
Restricted Cash
Restricted cash represents cash deposited in accounts related to certain rent deposits and collections, tax deferred property exchange deposits, security deposits, property taxes, insurance premiums and deductibles, and capital expenditures (see Note 4). Amounts deposited in the reserve accounts associated with secured debt can only be used as provided for in the respective loan agreements (see Note 7), and security deposits held pursuant to lease agreements are required to be segregated. Accordingly, these items are separately presented within our consolidated balance sheets.
Investments in Debt Securities, net
Investments in debt securities that we have a positive intent and ability to hold to maturity are classified as held to maturity and are presented within other assets, net on our consolidated balance sheets (see Note 6). These investments are recorded at amortized cost, net of the amount expected not to be collected. Interest income, including amortization of any premium or discount, is classified as other, net on the consolidated statements of operations. For purposes of classification within the consolidated statements of cash flows, purchases of and repayments from these securities are classified as investing activities.
Investments in Equity Securities
Investments in equity securities consist of investments both with and without a readily determinable fair value. These financial instruments are presented within other assets, net on our consolidated balance sheets (see Note 6). Investments with a readily determinable fair value are measured at fair value. Investments without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investment in the same issuer. Any unrealized gains and losses and impairments on investments in equity securities are included in other, net on the consolidated statements of operations.
Amounts Deposited and Held by Others
Amounts deposited and held by others consist of deposits made to homebuilders, earnest money deposits for the acquisition of single-family residential properties, and amounts owed to us from title companies in connection with the disposition of homes. These deposits are presented within other assets, ne t on our consolidated balance sheets (see Note 6).
Investments in Land Held for Development
We hold investments in land held for potential future development to construct single‑family homes for lease. Land and capitalized development costs are classified in other assets, net on our consolidated balance sheets until construction is complete and a certificate of occupancy is obtained. At that time, the residential property is reclassified to investments in single‑family residential properties on our consolidated balance sheets and allocated between land and building and improvements (see Note 6).
Deferred Financing Costs
Costs incurred that are directly attributable to procuring external financing are deferred and amortized over the term of the related financing agreement as interest expense on the consolidated statements of operations, and we accelerate amortization if the debt is retired before the maturity date. Costs that are deferred for the procurement of such financing are presented either as an asset in other assets, net when associated with a revolving debt instrument and prior to funding of a loan or as a component of the liability for the related financing agreement.
F-13
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Revenue Recognition and Resident Receivables
Rental revenues and other property income, net of any concessions and uncollectible amounts, consists primarily of rents collected under lease agreements related to our single-family residential properties. We enter into leases directly with our residents, and our leases typically have a term of one to two years . As a lessor, our leases with residents are classified as operating leases under ASC 842, Leases , (“ASC 842”). We elected the practical expedient in ASC 842 not to separate the lease and nonlease components of these operating leases with our residents. Our lease components consist primarily of rental income, pet rent, and value-add services such as smart home system fees. Nonlease components include resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others. The lease component is the predominant component in these arrangements, and as such, we recognize rental revenues and other property income in accordance with ASC 842.
Variable lease payments consist of resident reimbursements for utilities and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. Sales taxes and other similar taxes assessed by governmental authorities that we collect from residents are excluded from our rental revenues and other property income.
Management fee revenues consist of fees from property and asset management services provided to portfolio owners of single-family homes for lease, including investments in our unconsolidated joint ventures. O ur services include resident support, maintenance, marketing, administrative, and asset management functions. Management fee revenues are recognized as performance obligations are satisfied in accordance with the underlying agreements, and the performance obligation is the management of the homes, entities, or other defined tasks. While the performance obligations associated with base management fees can vary from day to day, the nature of the overall performance obligation to provide management services is the same and considered to be a series of services that have the same pattern of transfer to the customer and the same method to measure progress toward satisfaction of the performance obligation.
Leases Entered Into as a Lessee
We lease our corporate and regional offices, related office equipment, and a fleet of vehicles for use by our field associates and account for each as either an operating or finance lease pursuant to ASC 842 (see Note 6 and Note 14). Specifically, we account for leases for our corporate and regional offices as operating leases. In addition to monthly rent payments, we reimburse the lessors of our office spaces for our share of operating expenses as defined in the leases. Such amounts are not included in the measurement of the lease liability but are recognized as a variable lease expense when incurred. At the commencement date of each lease, we make a determination whether or not it is reasonably certain that we will exercise any of the future renewal or termination options available on such leases. That determination is then considered in the measurement of the respective right-of-use (“ROU”) assets and lease liabilities. For each of our current office leases, we have determined that it is not reasonably certain that we will exercise any of the remaining renewal or termination options.
We have elected the practical expedient under which the lease components of our office and vehicle fleet leases are not separated from the nonlease components. ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. We use our incremental borrowing rate to calculate the present value of our lease payments.
We have elected the short-term lease recognition exemption for our office equipment leases and therefore do not record these leases on our consolidated balance sheets. These office equipment leases are not material to our consolidated financial statements.
Goodwill
Goodwill incurred in connection with a business combination is not amortized as it has an indefinite life. We test goodwill for impairment annually, on October 31st, or more frequently if circumstances indicate that the goodwill carrying value may exceed its fair value. As of December 31, 2025 , no impairment of goodwill has been recorded.
F-14
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Fair Value Measurements
The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between two willing parties. This amount is determined based on an exit price approach, which contemplates the price that would be received to sell an asset (or paid to transfer a liability) in an orderly transaction between market participants at the measurement date. GAAP has established a valuation hierarchy based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2—Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and
Level 3—Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
See Note 11 for further information related to our fair value measurements.
Derivatives
We enter into interest rate swap agreements (“Hedging Derivatives”) to hedge the risk arising from changes in our interest payments on variable-rate debt. We do not enter into Hedging Derivatives for trading or other speculative purposes, and all of our Hedging Derivatives are carried at fair value in our consolidated balance sheets. Designated hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we have not elected to designate as hedges.
All of our debt instruments and swap agreements are currently indexed to the one month Secured Overnight Financing Rate (“SOFR”). We have elected to account for each of our interest rate swap agreements as effective cash flow hedges, and we assess the effectiveness of these interest rate swap cash flow hedging relationships on an ongoing basis. The effect of these interest rate swap agreements is to reduce the variability of interest payments due to changes in SOFR.
The fair value of Hedging Derivatives that are in an asset position are included in other assets, net and those in a liability position are included in other liabilities in our consolidated balance sheets. For designated hedges, changes in fair value are reported as a component of other comprehensive income (loss) in our consolidated balance sheets and reclassified into earnings as interest expense in our consolidated statements of operations when the hedged transactions affect earnings. In the event we enter into non-designated hedges, changes in fair value of such instruments are reflected within interest expense on the consolidated statements of operations. See Note 8 for further discussion of derivative financial instruments.
Earnings Per Share
We present both basic and diluted earnings (loss) per common share (“EPS”) in our consolidated financial statements. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders for the period by the weighted average number of shares of common stock outstanding for the period, excluding non-vested share-based awards. Our share-based awards consist of restricted stock units (“RSUs”) and, in certain cases, partnership ownership units (“LTIP OP Units”) , including certain RSUs and LTIP OP Units that contain performance and/or market based vesting conditions (“PRSUs”). Historically, we also issued Outperformance Awards, as defined in Note 10 .
Diluted EPS reflects the maximum potential dilution that could occur from non-vested share-based awards. For diluted EPS, the numerator is adjusted for any changes in net income (loss) that would result from the assumed conversion of these potential shares of common stock. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.
All outstanding non-vested share-based awards with nonforfeitable rights to dividends or dividend equivalents that participate in undistributed earnings with common stock are considered participating securities, as identified in Note 10. As such, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating securities according to dividends or dividend equivalents and participation rights in undistributed earnings in periods when we have net income.
F-15
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Share-Based Compensation Expense
We recognize share-based compensation expense for share-based awards based on their grant-date fair value, net of expected forfeitures, over the service period from the grant date to vest date for each tranche. The grant-date fair value of RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for PRSUs and Outperformance Awards with market condition vesting criteria are based on Monte-Carlo option pricing models. Compensation expense for share-based awards with performance conditions is adjusted based on the probable outcome of the performance conditions as of each reporting period.
Additional compensation expense is recognized if modifications to existing share-based award agreements result in an increase in the post-modification fair value of the units that exceeds their pre-modification fair value. Share-based compensation expense is presented as components of general and administrative expense and property management expense in our consolidated statements of operations. See Note 10 for further discussion of share-based compensation expense.
Income Taxes
We have elected to be treated as a REIT pursuant to Section 856(c) of the Internal Revenue Code of 1986, as amended (the “Code”). Our qualification as a REIT depends on our ability to meet the various requirements imposed by the Code, which are related to organizational structure, distribution levels, diversity of stock ownership, and certain restrictions with regard to owned assets and categories of income. As a REIT, we are generally not subject to United States federal corporate income tax on our taxable income that is currently distributed to stockholders. However, if we fail to qualify as a REIT in any taxable year, our taxable income could be subject to United States federal and state and local income taxes at regular corporate rates.
Even if we qualify as a REIT, we may be subject to certain state and local income taxes, as well as United States federal income and excise taxes in various situations, such as on our undistributed income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries (“TRSs”) is subject to federal, state, and local income taxes. A TRS is a subsidiary C corporation that has not elected REIT status and is thus subject to United States federal and state corporate income tax. We use TRS entities to facilitate our ability to perform certain activities and provide non-customary resident services that cannot be performed directly by a REIT.
For our TRS entities, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for United States federal income tax purposes and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. We reduce deferred tax assets by recording a valuation allowance when we determine, based on available evidence, that it is more likely than not that the assets will not be realized. We recognize the tax consequences associated with intercompany transfers between the REIT and TRS entities when the related assets affect our net income or loss, generally through depreciation, impairment losses, or sales to third-party entities.
Tax benefits associated with uncertain tax positions are recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.
Our federal and various state and local jurisdiction tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires. The years open to examination generally range from 2022 to present.
Segment Reporting
Our principal business is acquiring, renovating, leasing, operating, and managing single-family residential properties. Under the provisions of ASC 280, Segment Reporting , we have determined that we currently operate in one reportable segment. For more information about our single reportable segment, see Note 15.
Recently Adopted Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and effectiveness of income tax disclosures. The updated standard was effective for annual reporting periods beginning after December 15, 2024, and interim periods beginning after December 15, 2025. This ASU did not have a material impact on our consolidated financial statements and disclosures.
F-16
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures, which requires public business entities to provide detailed disclosures in the notes to the consolidated financial statements, disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses. This new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments should be applied on a prospective basis, with retrospective application allowed. We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a Business Combination in the Acquisition of a Variable Interest Entity. This ASU amends the guidance for determining the accounting acquirer in transactions involving the acquisition of a VIE that meets the definition of a business. The amendments are intended to improve consistency and comparability in financial reporting by aligning the accounting treatment of VIE acquisitions with that of VOEs. The ASU also allows for the possibility of reverse acquisitions involving VIEs, which was not permitted under prior guidance. The updated standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those fiscal years, with early adoption permitted. The amendments should be applied on a prospective basis. We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows the election of a practical expedient when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers . In developing reasonable and supportable forecasts, the practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The updated standard is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. The amendments should be applied on a prospective basis. We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the accounting for internal-use software costs by removing prescriptive project stage guidance and introducing a principles-based capitalization threshold. The ASU requires entities to begin capitalizing internal-use software costs when (1) management has authorized and committed to funding the software project and (2) it is probable the project will be completed and the software will be used to perform the function intended. The amendment also introduces a requirement to evaluate significant development uncertainty with the development activities of the software. The updated standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments may be applied on a prospective, modified, or retrospective basis. We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvement s, which introduces refinements to existing hedge accounting guidance. The amendments clarify application in five key areas: (1) similar risk assessment for cash flow hedges, (2) hedging interest payments on choose-your-rate debt, (3) cash flow hedges of nonfinancial forecasted transactions, (4) use of net written options as hedging instruments, and (5) foreign currency-denominated debt as both a hedging instrument and hedged item. The updated standard is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments should be applied on a prospective basis. We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures.
F-17
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the applicability of Topic 270, specifies the form and content of interim financial statements, compiles a comprehensive list of existing interim disclosures required by GAAP, and introduces a disclosure principle requiring entities to report events since year end that have a material impact. The updated standard is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments should be applied on a prospective or retrospective basis. We are currently evaluating the impact of this ASU on our interim consolidated financial statements and disclosures.
Note 3— Investments in Single-Family Residential Properties
The following table sets forth the net carrying amount associated with our properties by component:
December 31,
2025 December 31, 2024
Land $ 4,986,353 $ 4,901,192
Single-family residential property 17,049,737 16,470,468
Capital improvements 594,422 575,982
Equipment 145,668 133,858
Total gross investments in the properties 22,776,180 22,081,500
Less: accumulated depreciation ( 5,501,558 ) ( 4,869,374 )
Investments in single-family residential properties, net $ 17,274,622 $ 17,212,126
As of December 31, 2025 and 2024, the carrying amount of the residential properties above includes $ 148,650 and $ 140,202 , respectively, of capitalized acquisition costs (excluding purchase price), along with $ 79,124 and $ 78,776 , respectively, of capitalized interest, $ 31,493 and $ 31,718 , respectively, of capitalized property taxes, $ 5,138 and $ 5,202 , respectively, of capitalized insurance, and $ 3,758 and $ 3,745 , respectively, of capitalized HOA fees.
During the years ended December 31, 2025, 2024, and 2023, we recognized $ 728,652 , $ 699,474 , and $ 663,398 , respectively, of depreciation expense related to the components of the properties, and $ 18,281 , $ 14,852 and $ 10,889 , respectively, of depreciation and amortization related to corporate fixed assets. These amounts are included in depreciation and amortization on the consolidated statements of operations. During the years ended December 31, 2025, 2024, and 2023, impairments totaling $ 657 , $ 506 and $ 427 , respectively, have been recognized and are included in casualty losses, impairment, and other on the consolidated statements of operations. See Note 11 for additional information regarding these impairments.
Note 4— Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets that sum to the total of such amounts shown on the consolidated statements of cash flows:
December 31,
2025 December 31, 2024
Cash and cash equivalents $ 129,971 $ 174,491
Restricted cash 224,894 245,202
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows
$ 354,865 $ 419,693
Pursuant to the terms of the Secured Debt loans (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts. These reserve accounts include, but are not limited to, the following types of accounts: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with our Secured Debt loans are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease
F-18
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
agreements that we are required to segregate. We also hold deposits for certain tax deferred property exchange transactions and letters of credit required by certain of our insurance policies, for which the use of each are restricted. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our consolidated balance sheets as restricted cash.
The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the Secured Debt loan agreements and are to be released to us subject to certain conditions specified in the loan agreements being met. To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours.
The balances of our restricted cash accounts are set forth in the table below. As of December 31, 2025 and 2024, no amounts were funded to the insurance accounts as the conditions specified in the Secured Debt loan agreements that require such funding did not exist.
December 31,
2025 December 31, 2024
Resident security deposits $ 184,883 $ 181,549
Tax deferred property exchange deposits
23,346 47,551
Collections 8,177 7,365
Property taxes 4,079 4,343
Letters of credit 2,510 2,495
Capital expenditures 1,623 1,623
Special and other reserves 276 276
Total $ 224,894 $ 245,202
Note 5— Investments In Unconsolidated Joint Ventures
The following table summarizes our investments in unconsolidated joint ventures, which are accounted for using the equity method of accounting, as of December 31, 2025 and 2024:
Number of Properties Owned Carrying Value
Ownership Percentage December 31,
2025 December 31, 2024 December 31,
2025 December 31, 2024
Pathway Property Company (1)
100.0 % 853 590 $ 111,811 $ 102,520
2020 Rockpoint JV (1)
20.0 % 2,605 2,606 36,885 44,846
Upward America JV (2)
7.2 % 3,720 3,720 32,292 37,809
Pathway Operating Company (3)
15.0 % N/A N/A 26,948 20,706
FNMA (4)(5)
10.0 % 320 387 17,280 22,072
2024 Peregrine JV (6)
30.0 % 119 — 16,073 3,226
2022 Rockpoint JV (1)
16.7 % 389 319 13,272 10,426
Total $ 254,561 $ 241,605
(1) Owns homes in markets within the Western United States, Southeast United States, Florida, and Texas.
(2) Owns homes in markets within the Southeast United States, Florida, Minnesota, Tennessee, and Texas.
(3) Represents an investment in an operating company that provides a technology platform and asset management services.
(4) Owns homes within the Western United States.
(5) During the year ended December 31, 2025, our share of income and distributions increased from 10.0 % to 50.0 % as a result of achieving a promote interest threshold pursuant to the terms of the joint venture agreement.
(6) Owns homes in markets within the Southeast United States and Florida.
F-19
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Each joint venture was initially capitalized with equity investments. Certain of the joint ventures subsequently entered into financing arrangements, and we have guaranteed the funding of certain, tax, insurance, and non-conforming property reserves related to the financing of one of the joint ventures. Total remaining equity commitments for our investments in unconsolidated joint ventures are $ 137,941 as of December 31, 2025.
In some cases, responsibility for management and operations of the individual joint venture is vested with our joint venture partner or their affiliates. For other joint ventures, a wholly owned subsidiary of INVH LP functions as an administrative member responsible for management and operations of the individual joint venture, subject to the joint venture partner’s approval of major decisions. Accordingly, we do not have a controlling interest in any of our joint ventures, and they are accounted for using the equity method of accounting.
We recorded net losses from these investments for the years ended December 31, 2025, 2024, and 2023, totaling $ 11,607 , $ 28,445 , and $ 17,877 , respectively, which are included in losses from investments in unconsolidated joint ventures on the consolidated statements of operations.
We earn property and/or asset management fees from each of the joint ventures (except the Pathway Operating Company investment), and these fees are related party transactions. For the years ended December 31, 2025, 2024, and 2023, we earned $ 24,930 , $ 18,222 and $ 13,647 , respectively, of management fees from these related parties which are included in management fee revenues on the consolidated statements of operations. As of December 31, 2025 and 2024, management fee receivables from our related parties totaled $ 1,884 and $ 1,952 , respectively. (See Note 6 for additional information regarding total management fee revenues.)
Note 6— Other Assets
As of December 31, 2025 and 2024, the balances in other assets, net are as follows:
December 31,
2025 December 31, 2024
Investments in equity and other securities $ 63,122 $ 60,120
Rent and other receivables, net 59,947 61,235
Held for sale assets (1)
58,563 49,434
Corporate fixed assets, net 56,613 42,704
Prepaid expenses 56,278 49,877
Investments in debt securities, net 54,972 54,619
ROU lease assets — operating and finance, net 45,949 28,830
Amounts deposited and held by others 39,419 93,965
Investments in land held for development 23,839 —
Deferred financing costs, net 17,230 23,579
Derivative instruments (Note 8) 14,354 61,479
Other 47,749 43,478
Total $ 538,035 $ 569,320
(1) As of December 31, 2025 and 2024, 278 and 237 properties, respectively, are classified as held for sale.
F-20
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Investments in Equity and Other Securities
We hold investments in equity and other securities both with and without a readily determinable fair value. Investments with a readily determinable fair value are measured at fair value, and those without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer. As of December 31, 2025 and 2024, the values of our investments in equity and other securities are as follows:
December 31,
2025 December 31, 2024
Investments without a readily determinable fair value $ 62,296 $ 59,405
Investments with a readily determinable fair value 826 715
Total $ 63,122 $ 60,120
The components of gains (losses) on investments in equity and other securities, net, included in other, net on the consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 are as follows:
For the Years Ended December 31,
2025 2024 2023
Net gains recognized on investments sold during the reporting period $ 207 $ 1,635 $ —
Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value 111 ( 589 ) 350
Total $ 318 $ 1,046 $ 350
Rent and Other Receivables, net
We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months, provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements. Rental revenues and other property income and the corresponding rent and other receivables are recorded net of any concessions and bad debt (including actual write-offs, credit reserves, and uncollectible amounts) for all periods presented.
Variable lease payments consist of resident reimbursements for utilities, and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. For the years ended December 31, 2025, 2024, and 2023 , rental revenues and other property income includes $ 173,631 , $ 163,700 , and $ 153,016 of variable lease payments, respectively.
Future minimum rental revenues and other property income under leases on our single-family residential properties in place as of December 31, 2025 are as follows:
Year Lease Payments
to be Received
2026 $ 1,475,386
2027 219,957
2028 204
2029
—
2030 —
Thereafter —
Total $ 1,695,547
F-21
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Management fee revenues and the corresponding receivables are related to property and asset management services provided to portfolio owners of single-family homes for lease, including investments in our unconsolidated joint ventures (see Note 5). O ur services include resident support, maintenance, marketing, and administrative functions . As of December 31, 2025, 2024, and 2023, we provided property and asset management services for 23,872 , 25,300 , and 3,848 homes, respectively, of which 8,006 , 7,622 , and 3,848 homes, respectively, were owned by our unconsolidated joint ventures. For the years ended December 31, 2025, 2024, and 2023, we earned management fees totaling $ 87,339 , $ 69,978 , and $ 13,647 , respectively. These revenues are included in management fee revenues on the consolidated statements of operations.
Investments in Debt Securities, net
In connection with our Secured Debt (as defined in Note 7), we have retained and purchased certificates totaling $ 54,972 , net of unamortized discounts of $ 527 as of December 31, 2025. These investments in debt securities are classified as held to maturity investments. As of December 31, 2025, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature in one year .
ROU Lease Assets — Operating and Finance, net
The following table presents supplemental information related to leases into which we have entered as a lessee as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Operating
Leases Finance
Leases Operating
Leases Finance
Leases
Other assets $ 32,133 $ 13,816 $ 19,772 $ 9,058
Other liabilities (Note 14) 35,494 13,512 21,904 8,636
Weighted average remaining lease term 9.1 years 3.1 years 7.6 years 3.1 years
Weighted average discount rate 5.7 % 5.9 % 5.6 % 6.0 %
Investments in Land Held for Development
We hold investments in land held for potential future development to construct single‑family homes for lease.
Deferred Financing Costs, net
In connection with the Revolving Facility (as defined in Note 7), we incurred $ 25,626 of financing costs, which have been deferred as other assets, net on our consolidated balance sheets. We amortize deferred financing costs as interest expense on a straight-line basis over the term of the Revolving Facility and accelerate amortization if debt is retired before the maturity date, as appropriate. As of December 31, 2025 and 2024, the unamortized balances of these deferred financing costs are $ 17,230 and $ 23,579 , respectively.
Other
Other is primarily comprised of deferred costs related to property and asset management contracts that are amortized over the estimated lives of the underlying contracts and other deferred costs, including those that will be capitalized as corporate fixed assets upon deployment of the software.
F-22
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Note 7— Debt
Secured Debt
The following table sets forth a summary of our secured debt as of December 31, 2025 and 2024:
Outstanding Principal
Balance (1)
Origination
Date Maturity
Date
Interest
Rate
December 31,
2025 December 31, 2024
IH 2017-1 (2)(3)
April 28, 2017 June 9, 2027 4.23 % $ 987,486 $ 988,271
IH 2019-1 (4)
June 7, 2019 June 9, 2031 3.59 % 400,386 403,046
Total Secured Debt
1,387,872 1,391,317
Less: deferred financing costs, net ( 3,758 ) ( 5,744 )
Total $ 1,384,114 $ 1,385,573
(1) Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
(2) IH 2017-1 is comprised of two components, and Component A benefits from the Federal National Mortgage Association’s guaranty of timely payment of principal and interest. IH 2017-1 bears interest at a fixed rate of 4.23 % per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees. Interest payments are made monthly.
(3) Net of unamortized discount of $ 527 and $ 880 as of December 31, 2025 and 2024, respectively.
(4) IH 2019-1 bears interest at a fixed rate of 3.59 % per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over a comparable or successor rate to the one month London Interbank Offer Rate as provided for in the loan agreement, including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.
IH 2017-1 and IH 2019-1 (collectively, the “Secured Debt”) are secured by first priority mortgages on the underlying properties as well as first priority pledges of the equity in the assets of the respective Borrower Entities. IH 2017-1 is further secured by a grant of security interests in all the related personal property.
As of December 31, 2025 and 2024, a total of 8,891 and 8,923 homes, respectively, with a gross book value of $ 1,929,649 and $ 1,900,818 , respectively, and a net book value of $ 1,311,955 and $ 1,350,641 , respectively, are pledged pursuant to the Secured Debt. Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties. In addition, four times after the first anniversary of the closing date, the IH 2019-1 Borrower Entity has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15 % of the then-outstanding principal balance of the loan in order to bring the loan-to-value ratio back in line with the loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the loan, but rather would reduce the number of single-family rental homes included in the collateral pool.
Transaction with Trust
Concurrent with the execution of the IH 2017-1 loan agreement, the respective third-party lender sold the loan it originated to an individual depositor entity, which is a wholly owned subsidiary, who subsequently transferred the loan to a securitization-specific trust entity (the “Trust”). We accounted for the transfer of IH 2017-1 as a sale under ASC 860, Transfers and Servicing , with no resulting gain or loss as the securitization was both originated by the lender and immediately transferred at the same fair market value. This transaction had no effect on our consolidated financial statements other than with respect to certificates issued by the Trust (the “Certificates”) that we retained in connection with securitization or purchased at a later date.
The Trust is structured as a pass-through entity that receives interest payments from the securitization and distributes those payments to the holders of the Certificates. The assets held by the Trust are restricted and can only be used to fulfill the
F-23
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
obligations of that entity. The obligations of the Trust do not have any recourse to the general credit of any entities in these consolidated financial statements. We have evaluated our interests in certain certificates of the Trust held by us and determined that they do not create a more than insignificant variable interest in the Trust.
As the Trust made Certificates available for sale to both domestic and foreign investors, sponsors of the IH 2017-1 loan are required to retain a portion of the risk that represents a material net economic interest in the loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As loan sponsors, we are thus required to retain a portion of the credit risk that represents not less than 5 % of the aggregate fair value of the loan as of the closing date. Accordingly, we have retained the restricted Class B Certificates issued by IH 2017-1, which bear a stated annual interest rate of 4.23 % (including applicable servicing fees), that were made available exclusively to INVH LP to comply with the Risk Retention Rules.
The retained certificates, net of discount, total $ 54,972 and $ 54,619 as of December 31, 2025 and 2024, respectively, and are classified as held to maturity investments and recorded in other assets, net on the consolidated balance sheets (see Note 6).
Loan Covenants
The general terms that apply to the Secured Debt loan agreements require each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting, and legal requirements specified in the Secured Debt loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective Secured Debt loan agreements. Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves.
Prepayments
Prepayments of Secured Debt are generally not permitted under the terms of the respective loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a yield maintenance premium if prepayment occurs before specified dates. For IH 2017-1 and IH 2019-1, prepayments on or before December 2026 or June 2030, respectively, will require a yield maintenance premium. For the years ended December 31, 2025, 2024, and 2023, we made voluntary and mandatory prepayments of $ 3,798 , $ 645,666 , and $ 20,491 , respectively, under the terms of the loan agreements. For the year ended December 31, 2024, prepayments included the full repayment of the IH 2018-4 mortgage loan.
Unsecured Notes
Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our shelf registration statement or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”). Our current shelf registration statement automatically became effective upon filing with the SEC in June 2024 and expires in June 2027. We utilize proceeds from the Unsecured Notes to fund: (i) repayments of then-outstanding indebtedness; (ii) closing costs in connection with the Unsecured Notes; and (iii) general costs associated with our operations and other corporate purposes, including acquisitions. Interest on the Unsecured Notes is payable semi-annually in arrears.
F-24
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
The following table sets forth a summary of our Unsecured Notes as of December 31, 2025 and 2024:
Interest
Rate (1)
December 31,
2025 December 31, 2024
Total Unsecured Notes, net (2)
2.00 % — 5.50 %
$ 4,426,356 $ 3,826,544
Deferred financing costs, net
( 27,435 ) ( 25,856 )
Total
$ 4,398,921 $ 3,800,688
(1) Represents the range of contractual rates in place as of December 31, 2025.
(2) Net of unamortized discount of $ 23,644 and $ 23,456 as of December 31, 2025 and 2024, respectively. Maturity dates for the Unsecured Notes range from May 2028 through May 2036 (see “Debt Maturities Schedule” for additional information).
Debt Issuances
The following activity occurred during the years ended December 31, 2025, 2024, and 2023 with respect to the Unsecured Notes:
• On August 15, 2025, in a public offering under our shelf registration statement, we issued $ 600,000 aggregate principal amount of 4.95 % Senior Notes which mature on January 15, 2033.
• On September 26, 2024, in a public offering under our shelf registration statement, we issued $ 500,000 aggregate principal amount of 4.88 % Senior Notes which mature on February 1, 2035.
• On August 2, 2023, in a public offering under our existing shelf registration statement, we issued (1) $ 450,000 aggregate principal amount of 5.45 % Senior Notes which mature on August 15, 2030 and (2) $ 350,000 aggregate principal amount of 5.50 % Senior Notes which mature on August 15, 2033.
Prepayments
The Unsecured Notes are redeemable in whole at any time or in part from time to time, at our option, at a redemption price equal to (i) 100 % of the principal amount to be redeemed plus accrued and unpaid interest and (ii) a make-whole premium calculated in accordance with the respective loan agreements if the redemption occurs in certain amounts or in certain periods that range from one to three months prior to the maturity date. The privately placed Unsecured Notes require any prepayment to be an amount not less than 5 % of the aggregate principal amount then outstanding.
Guarantees
The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by INVH and two of its wholly owned subsidiaries, the General Partner, and IH Merger Sub, LLC (“IH Merger Sub”).
Loan Covenants
The Unsecured Notes issued publicly under our registration statement contain customary covenants, including, among others, limitations on the incurrence of debt; and they include the following financial covenants related to the incurrence of debt: (i) an aggregate debt test; (ii) a debt service test; (iii) a maintenance of total unencumbered assets; and (iv) a secured debt test.
The privately placed Unsecured Notes contain customary covenants, including, among others, limitations on distributions, fundamental changes, and transactions with affiliates; and they include the following financial covenants, subject to certain qualifications: (i) a maximum total leverage ratio; (ii) a maximum secured leverage ratio; (iii) a maximum unencumbered leverage ratio; (iv) a minimum fixed charge coverage ratio; and (v) a minimum unsecured interest coverage ratio.
The Unsecured Notes contain customary events of default (subject in certain cases to specified cure periods), the occurrence of which would allow the holders of notes to take various actions, including the acceleration of amounts due under the Unsecured Notes.
F-25
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Term Loan Facilities and Revolving Facility
On September 9, 2024, we entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $ 3,500,000 of borrowing capacity and consists of a $ 1,750,000 revolving facility (the “Revolving Facility”) and a $ 1,750,000 term loan facility (the “2024 Term Loan Facility”), both of which mature on September 9, 2028, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2024 Term Loan Facility such that the aggregate amount does not exceed $ 4,000,000 at any time), subject to certain limitations.
The Credit Facility replaced a credit facility that consisted of a $ 1,000,000 revolving credit facility (the “2020 Revolving Facility”) and a $ 2,500,000 term loan facility (the “2020 Term Loan Facility,” and together with the 2020 Revolving Facility, the “2020 Credit Facility”). The terms and conditions of the Credit Facility are consistent with those of the 2020 Credit Facility except as otherwise noted below.
Proceeds from the 2024 Term Loan Facility, a $ 750,000 borrowing on the Revolving Facility on the date of effectiveness of the Credit Facility, and excess cash on hand were used to fully repay the 2020 Term Loan Facility and to pay costs associated with the transaction. Future proceeds from the Revolving Facility are expected to be used for general corporate purposes.
On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (as amended on September 9, 2024 and April 28, 2025 (see below), the “2022 Term Loan Facility,” and together with the 2024 Term Loan Facility and the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $ 725,000 of borrowing capacity, consisting of a $ 150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $ 575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) originally matured on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $ 950,000 at any time, subject to certain limitations. On April 28, 2025, we entered into an amendment to the 2022 Term Loan Facility that (1) amends the initial maturity date from June 22, 2029 to April 28, 2028, with two one year extension options at our election, provided we are in compliance with the loan agreement and pay a 12.5 bps extension fee and (2) adjusts the margin applicable to borrowings as more fully described below.
The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facility, as of December 31, 2025 and 2024:
Maturity
Date Interest
Rate December 31,
2025 December 31, 2024
2024 Term Loan Facility (1)(2)
September 9, 2028 4.64 % $ 1,750,000 $ 1,750,000
2022 Term Loan Facility (3)(4)
April 28, 2028 4.54 % 725,000 725,000
Total Term Loan Facilities 2,475,000 2,475,000
Less: deferred financing costs, net ( 23,015 ) ( 28,959 )
Term Loan Facilities, net $ 2,451,985 $ 2,446,041
Revolving Facility (1)(2)(5)
September 9, 2028 4.57 % $ 145,000 $ 570,000
(1) Interest rates for the 2024 Term Loan Facility and the Revolving Facility are based on the weighted average spread over a published forward-looking SOFR for the interest period relevant to such borrower (“Term SOFR”) adjusted for a 0.10 % credit spread adjustment, plus an applicable margin. As of December 31, 2025, the applicable margins were 0.85 % and 0.78 % for the 2024 Term Loan Facility and the Revolving Facility, respectively, and Term SOFR was 3.69 %. On February 4, 2026, we entered into an amendment to the Credit Facility whereby Term SOFR is no longer subject to a 0.10 % credit spread adjustment (see Note 16).
(2) If we exercise the two six month extension options, the maturity date will be September 9, 2029.
F-26
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
(3) Interest rate for the 2022 Term Loan Facility is based on Term SOFR plus the applicable margin. As of December 31, 2025, the applicable margin was 0.85 % and Term SOFR was 3.69 %.
(4) If we exercise the two one year extension options, the maturity date will be April 28, 2030.
(5) As of December 31, 2025, $ 1,605,000 of our Revolving Facility is undrawn, and there are no restrictions on our ability to draw funds thereunder provided we remain in compliance with all covenants.
Interest Rate and Fees
Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) Term SOFR for the interest period relevant to such borrowing, (b) a daily SOFR rate calculated without considering accrued interest, or (c) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, (3) the Term SOFR rate that would be payable on such day for a Term SOFR loan with a one-month interest period plus 1.00 %, and (4) 1.00 %.
As a result of an April 18, 2023 amendment to the 2020 Credit Facility, borrowings thereunder bore interest, at our option, at a rate equal to (a) a Term SOFR rate determined by reference to the forward-looking SOFR rate published by Reuters (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing plus 0.10 % credit spread adjustment or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, (3) the Term SOFR rate that would be payable on such day for a Term SOFR rate loan with a one month interest period plus 1.00 %, and (4) 1.00 %.
Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Term SOFR for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50 %, and (3) SOFR for a one month interest period plus 1.00 %.
The margins for the Term Loan Facilities, the Revolving Facility, and the 2020 Revolving Facility are as follows:
Base Rate Loans SOFR Rate Loans
2024 Term Loan Facility 0.00 % — 0.60 % 0.75 % — 1.60 %
2020 Term Loan Facility 0.00 % — 0.65 % 0.80 % — 1.65 %
2022 Term Loan Facility, prior to amendment 0.15 % — 1.20 % 1.15 % — 2.20 %
2022 Term Loan Facility, as amended 0.00 % — 0.60 % 0.75 % — 1.60 %
Revolving Facility 0.00 % — 0.40 % 0.70 % — 1.40 %
2020 Revolving Facility 0.00 % — 0.45 % 0.75 % — 1.45 %
In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. Under the Credit Facility, we are required to pay a facility fee ranging from 0.10 % to 0.30 %. We are also required to pay customary letter of credit fees.
Prepayments and Amortization
No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2024 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to Term SOFR loans. After June 22, 2024, we are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities.
Loan Covenants
The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our subsidiaries to (i) engage in certain mergers, consolidations, or liquidations, (ii) sell, lease, or transfer all or substantially all of our respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.
F-27
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, and (v) minimum unsecured interest coverage ratio. If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder. On September 9, 2024, we amended the 2022 Term Loan Facility to change the definition of “Total Asset Value” to conform with the new Credit Facility and to remove the “Maximum Secured Leverage Ratio” financial covenant.
Guarantees
The obligations under the Credit Facility and the 2022 Term Loan Facility are guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner, and IH Merger Sub.
Debt Maturities Schedule
The following table summarizes the contractual maturities of our debt as of December 31, 2025:
Year Secured Debt
Unsecured Notes Term Loan Facilities (1)(2)
Revolving Facility (1)(3)
Total
2026 $ — $ — $ — $ — $ —
2027 988,013 — — — 988,013
2028 — 750,000 2,475,000 145,000 3,370,000
2029
— — — — —
2030
450,000 450,000
Thereafter 400,386 3,250,000 — — 3,650,386
Total 1,388,399 4,450,000 2,475,000 145,000 8,458,399
Less: deferred financing costs, net ( 3,758 ) ( 27,435 ) ( 23,015 ) — ( 54,208 )
Less: unamortized debt discount ( 527 ) ( 23,644 ) — — ( 24,171 )
Total $ 1,384,114 $ 4,398,921 $ 2,451,985 $ 145,000 $ 8,380,020
(1) If we exercise the two six month extension options, the maturity date for the 2024 Term Loan Facility and the Revolving Facility will be September 9, 2029.
(2) If we exercise the two one year extension options, the maturity date for the 2022 Term Loan Facility will be April 28, 2030.
(3) Deferred financing costs related to the Revolving Facility are classified in other assets, net (see Note 6).
F-28
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Note 8— Derivative Instruments
We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments. We do not enter into derivative transactions for speculative or trading purposes. Each of our swap agreements meets the criteria for hedge accounting and has been designated for hedge accounting purposes. Changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings.
The table below summarizes our interest rate swap instruments as of December 31, 2025:
Agreement Date Forward
Effective Date
Maturity
Date Strike
Rate Index Notional
Amount
September 20, 2024 December 31, 2024 May 31, 2028 3.13 % One month Term SOFR $ 200,000
September 20, 2024 December 31, 2024 May 31, 2028 3.14 % One month Term SOFR 200,000
September 23, 2024 December 31, 2024 May 31, 2028 3.13 % One month Term SOFR 200,000
September 24, 2024 December 31, 2024 May 31, 2028 3.08 % One month Term SOFR 200,000
September 24, 2024 December 31, 2024 May 31, 2028 3.08 % One month Term SOFR 200,000
September 25, 2024 December 31, 2024 May 31, 2028 1.93 % One month Term SOFR 200,000
September 25, 2024 December 31, 2024 May 31, 2029 3.12 % One month Term SOFR 200,000
May 8, 2025 May 8, 2025 May 31, 2028 3.51 % One month Term SOFR 200,000
June 20, 2025 June 20, 2025 May 31, 2028 3.60 % One month Term SOFR 200,000
March 22, 2023 July 9, 2025 May 31, 2029 2.99 % One month Term SOFR 300,000
During the year ended December 31, 2024, we entered into certain new interest rate swap agreements and terminated others resulting in a net payment to the counterparties of $ 1,140 . There were no such terminations during the year ended December 31, 2025 and 2023.
During the years ended December 31, 2025, 2024, and 2023, interest rate swap instruments were used to hedge the variable cash flows associated with existing variable-rate interest payments. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, we estimate that $ 4,405 will be reclassified to earnings as a decrease in interest expense.
Fair Values of Derivative Instruments on the Consolidated Balance Sheets
The table below presents the fair value of our derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2025 and 2024:
Asset Derivatives Liability Derivatives
Fair Value as of Fair Value as of
Balance
Sheet Location December 31,
2025 December 31, 2024 Balance
Sheet Location December 31,
2025 December 31, 2024
Derivatives designated as hedging instruments:
Interest rate swaps Other assets $ 14,354 $ 61,479 Other liabilities $ 2,616 $ —
Derivatives not designated as hedging instruments:
Interest rate caps Other assets — — Other liabilities — —
Total $ 14,354 $ 61,479 $ 2,616 $ —
F-29
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Offsetting Derivatives
We enter into master netting arrangements, which reduce risk by permitting net settlement of transactions with the same counterparty. The tables below present a gross presentation, the effects of offsetting, and a net presentation of our derivatives as of December 31, 2025 and 2024:
December 31, 2025
Gross Amounts Not Offset in the Statement of Financial Position
Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net
Amount
Offsetting assets:
Derivatives $ 14,354 $ — $ 14,354 $ ( 1,106 ) $ — $ 13,248
Offsetting liabilities:
Derivatives $ 2,616 $ — $ 2,616 $ ( 1,106 ) $ — $ 1,510
December 31, 2024
Gross Amounts Not Offset in the Statement of Financial Position
Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position Financial Instruments Cash Collateral Received Net
Amount
Offsetting assets:
Derivatives $ 61,479 $ — $ 61,479 $ — $ — $ 61,479
Offsetting liabilities:
Derivatives $ — $ — $ — $ — $ — $ —
Effect of Derivative Instruments on the Consolidated Statements of Comprehensive Income (Loss) and the Consolidated Statements of Operations
The tables below present the effect of our derivative financial instruments on the consolidated statements of comprehensive income (loss) and the consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:
Amount of Gain (Loss) Recognized in OCI on Derivatives Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income Amount of Gain Reclassified from Accumulated OCI into Net Income Total Amount of Interest Expense Presented in the Consolidated Statements of Operations
For the Years Ended December 31, For the Years Ended December 31, For the Years Ended December 31,
2025 2024 2023 2025 2024 2023 2025 2024 2023
Derivatives in cash flow hedging relationships:
Interest rate swaps $ ( 24,290 ) $ 73,042 $ 39,488 Interest expense $ 30,439 $ 75,772 $ 73,856 $ 353,327 $ 366,070 $ 333,457
F-30
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Location of
Loss
Recognized in
Net Income on Derivative Amount of Loss Recognized in Net Income on Derivatives
For the Years Ended December 31,
2025 2024 2023
Derivatives not designated as hedging instruments:
Interest rate caps Interest expense $ — $ 1 $ 73
Credit-Risk-Related Contingent Features
The agreements with our derivative counterparties which govern our interest rate swap agreements contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.
As of December 31, 2025, the fair value of certain derivatives in a net liability position was $ 2,616 . If we had breached any of these provisions at December 31, 2025, we could have been required to settle the obligations under the agreements at their termination value, which includes accrued interest and excludes the nonperformance risk related to these agreements, of $ 2,644 .
Note 9— Stockholders’ Equity
As of December 31, 2025, we have issued 610,788,732 shares of common stock. In addition, we issue OP Units from time to time which, upon vesting, are redeemable for shares of our common stock on a one -for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our consolidated balance sheets and statements of equity. As of December 31, 2025, 2,099,937 OP Units are outstanding, of which 128,428 are not currently redeemable.
During the years ended December 31, 2025, 2024, and 2023, we issued 415,939 , 647,239 , and 546,857 , shares of common stock, respectively. During the year ended December 31, 2025, we repurchased 2,232,685 shares of common stock.
Share Repurchase Program
On October 28, 2025, our board of directors authorized a share repurchase program pursuant to which we may acquire shares of our common stock up to an aggregate purchase price of $ 500,000 (the “Share Repurchase Program”) in the open market or negotiated transactions, including through Rule 10b5-1 plans. Repurchases under the Share Repurchase Program will be made at our discretion and are not required or guaranteed. The timing and actual number of shares repurchased will depend on a variety of factors, including price, corporate and regulatory requirements, market conditions, and other liquidity needs and priorities. The Share Repurchase Program does not have an expiration date. Under Maryland law, our state of incorporation, there is no concept of treasury shares. Therefore, any shares we repurchase are immediately retired and revert to authorized but unissued status upon settlement.
During the year ended December 31, 2025, we repurchased 2,232,685 shares of our common stock for a total cost of $ 61,298 , including legal fees and commissions. As of December 31, 2025, $ 438,765 remains available for future repurchases under the Share Repurchase Program. During January 2026, we repurchased an additional 1,402,639 shares of our common stock for a total cost of $ 38,805 , including legal fees and commissions (see Note 16).
F-31
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
At the Market Equity Program
On December 20, 2021, we entered into distribution agreements with a syndicate of banks (the “Agents” and the “Forward Sellers”), and on June 14, 2024, we entered into distribution agreements with additional Agents and Forward Sellers. Pursuant to these agreements, we may sell, from time to time, up to an aggregate sales price of $ 1,250,000 of our common stock through the Agents and the Forward Sellers (the “ATM Equity Program”). In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction. During the years ended December 31, 2025, 2024, and 2023, we did not sell any shares of common stock under the ATM Equity Program. As of December 31, 2025, $ 1,150,000 remains available for future offerings under the ATM Equity Program.
Dividends
To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We intend to pay quarterly dividends to our stockholders that in the aggregate are approximately equal to or exceed our net taxable income in the relevant year. The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors.
The following table summarizes our dividends paid from January 1, 2024 through December 31, 2025:
Record Date Amount
per Share Pay Date Total Amount Paid
Q4-2025 September 25, 2025 $ 0.29 October 17, 2025 $ 178,016
Q3-2025 June 26, 2025 0.29 July 18, 2025 178,020
Q2-2025 March 27, 2025 0.29 April 17, 2025 177,963
Q1-2025 December 26, 2024 0.29 January 17, 2025 177,839
Q4-2024
September 26, 2024 0.28 October 18, 2024 171,485
Q3-2024 June 27, 2024 0.28 July 19, 2024 172,389
Q2-2024 March 28, 2024 0.28 April 19, 2024 171,712
Q1-2024 December 27, 2023 0.28 January 19, 2024 171,721
On December 4, 2025, our board of directors declared a dividend of $ 0.30 (actual $) per share to stockholders of record on December 23, 2025, resulting in a $ 183,962 dividend payment on January 16, 2026 (see Note 16). This dividend payment is accrued in other liabilities on our December 31, 2025 consolidated balance sheet.
Note 10— Share-Based Compensation
Our board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock.
Share-based awards in connection with our annual long term incentive plan (“LTIP”) may be issued in the form of time vesting, performance based vesting, and/or market based vesting RSUs or, in certain cases, LTIP OP Units. Historically, we also issued Outperformance Awards (defined below). Time-vesting RSUs are participating securities for E PS purposes, and PRSUs and Outperformance Awards are not.
F-32
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Share-Based Awards
The following summarizes our share-based award activity during the years ended December 31, 2025, 2024, and 2023.
Annual LTIP:
• Annual LTIP Awards Granted: During the years ended December 31, 2025, 2024, and 2023, we granted 938,979 , 810,615 , and 776,492 , RSUs, respectively. During the year ended December 31, 2025, we granted 207,173 LTIP OP Units pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market-based vesting conditions, and/or performance-based vesting conditions, each of which is subject to continued employment through the applicable vesting date.
Time-vesting RSUs and LTIP OP Units vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).
All of the LTIP awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules.
• PRSU Results: During the year ended December 31, 2025, certain PRSUs did not achieve performance criteria, resulting in the cancellation of 281,588 awards. Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below. During the years ended December 31, 2024 and 2023, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 193,615 and 188,001 shares of common stock, respectively. Such awards are reflected as an increase in the number of awards granted and vested in the table below.
Other Award Activity:
• Retention Awards: During the year ended December 31, 2025, we granted 73,508 employment awards in the form of time-vesting RSUs that vest in two equal installments based on the third and fourth anniversary of the grant date.
During the year ended December 31, 2023 , we granted 56,562 employment awards, respectively, in the form of time-vesting RSUs that vest in three equal annual installments based on an anniversary date of the grant date.
• Director Awards: During the year ended December 31, 2025, we granted 50,256 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2026 annual stockholders meeting, subject to continued service on the board of directors through that date. During the years ended December 31, 2024 and 2023, INVH issued 51,372 and 50,895 time-vesting RSUs, which fully vested on the dates of INVH’s 2025 and 2024 annual stockholders meetings, respectively.
• Modifications: On February 1, 2023, the vesting conditions of certain outstanding equity awards with a pre-modification aggregate fair value of $ 3,741 were modified, resulting in an incremental $ 309 of share-based compensation expense over the remaining service period. During the year ended December 31, 2023, $ 1,941 of previously recognized share-based compensation expense with respect to these awards was reversed, and we began amortizing the modified fair value over the remaining service period.
Outperformance Awards
On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs (the “2022 Outperformance Awards” and together with the 2019 outperformance program, the “Outperformance Awards”). The 2022 Outperformance Awards included market based vesting conditions related to rigorous absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2025. The 2022 Outperformance Awards provided that upon completion of 75 % of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date was calculated consistent with the award terms. To the extent performance through the Interim Measurement Date resulted in a payout if the performance period had ended on that date, a minimum of 50 % of such hypothetical payout amount is guaranteed as a minimum level payout for
F-33
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. As of the Interim Measurement Date, the relative TSR component of the 2022 Outperformance Awards was calculated at maximum achievement, while the absolute TSR component was below threshold. As such, overall performance as of the Interim Measurement Date resulted in a 50 % payout of the 2022 Outperformance Awards, or a guaranteed minimum payout of 25 %, provided that certain minimum levels of relative TSR were achieved for the full performance period. The final award achievement is equal to the greater of the payouts determined based on the Interim Measurement Date and actual performance through March 31, 2025.
In April 2025, upon completion of the performance period, the absolute and relative TSR components were separately calculated, and the Compensation Committee certified achievement of the absolute TSR at 0 % and the relative TSR at 50 % based on achievement as of the Interim Measurement Date, as compared to actual relative TSR achievement of 42 %. The number of earned 2022 Outperformance Awards was then determined based on the earned dollar value of the awards (overall 25 % achievement) and the closing stock price on the performance certification date, resulting in 177,336 earned RSUs and 256,858 earned LTIP OP Units. Earned awards vested 50 % on the certification date in April 2025, and the remaining 50 % will vest on March 31, 2026, subject to continued employment. During the year ended December 31, 2025, 6,327 earned RSUs and 25,446 earned LTIP OP Units were forfeited.
The estimated fair value of 2022 Outperformance Awards that fully vested at the certification date was an aggregate $ 8,500 . The aggregate $ 17,100 grant-date fair value of the 2022 Outperformance Awards that were earned was determined based on a Monte-Carlo option pricing model which estimated the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period.
Summary of Total Share-Based Awards
The following table summarizes activity related to share-based awards, other than Outperformance Awards, during the years ended December 31, 2025, 2024, and 2023:
Time-Vesting Awards Performance and/or Market Vesting Awards
Total Share-Based Awards (1)
Number Weighted
Average Grant
Date Fair Value
(Actual $) Number Weighted
Average Grant
Date Fair Value
(Actual $) Number Weighted
Average Grant
Date Fair Value
(Actual $)
Balance, December 31, 2022 509,872 $ 34.54 1,211,571 $ 32.08 1,721,443 $ 32.81
Granted 350,949 31.67 721,001 30.51 1,071,950 30.89
Vested (2)
( 220,208 ) ( 33.06 ) ( 505,933 ) ( 31.54 ) ( 726,141 ) ( 32.00 )
Forfeited / canceled ( 29,894 ) ( 34.14 ) ( 61,697 ) ( 31.22 ) ( 91,591 ) ( 32.17 )
Balance, December 31, 2023 610,719 33.44 1,364,942 31.48 1,975,661 32.09
Granted 316,540 34.71 739,062 34.24 1,055,602 34.38
Vested (2)
( 268,193 ) ( 32.69 ) ( 625,315 ) ( 28.84 ) ( 893,508 ) ( 30.00 )
Forfeited / canceled ( 27,678 ) ( 35.29 ) ( 31,988 ) ( 32.68 ) ( 59,666 ) ( 33.89 )
Balance, December 31, 2024
631,388 34.32 1,446,701 34.01 2,078,089 34.10
Granted 560,232 33.87 709,684 42.45 1,269,916 38.66
Vested (2)
( 365,352 ) ( 34.97 ) ( 129,255 ) ( 34.81 ) ( 494,607 ) ( 34.93 )
Forfeited / canceled ( 83,444 ) ( 33.61 ) ( 535,128 ) ( 36.50 ) ( 618,572 ) ( 36.11 )
Balance, December 31, 2025
742,824 $ 33.74 1,492,002 $ 37.06 2,234,826 $ 35.96
(1) Total share-based awards excludes Outperformance Awards.
(2) Vested share-based awards issued in shares of common stock are included in basic EPS for the periods after each award’s vesting date, and vested share-based awards issued in the form LTIP OP Units are included as a component of non-controlling interest for the periods after each award’s vesting date. The estimated aggregate fair value of share-based awards that fully vested during the years ended December 31, 2025, 2024, and 2023 was $ 20,457 , $ 28,207 , and $ 23,265 , respectively. During the years ended December 31, 2025, 2024, and 2023, 12,202 , 112 , and 5,306 , RSUs, respectively, were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.
F-34
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Grant-Date Fair Values
The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models for such awards granted or modified during the years ended December 31, 2025, 2024, and 2023:
For the Years Ended December 31,
2025 2024 2023
Expected volatility (1)
20.1 % — 24.5 %
20.7 % — 24.6 %
20.5 % — 30.0 %
Risk-free rate 3.91 %
4.25 %
4.31 % — 4.62 %
Expected holding period (years) 2.83
2.83
1.00 - 2.84
(1) Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index.
Summary of Total Share-Based Compensation Expense
During the years ended December 31, 2025, 2024, and 2023, we recognized share-based compensation expense as follows:
For the Years Ended December 31,
2025 2024 2023
General and administrative $ 21,411 $ 22,088 $ 22,540
Property management expense 6,419 5,830 6,963
Total $ 27,830 $ 27,918 $ 29,503
As of December 31, 2025, there is $ 32,829 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 1.77 years.
Note 11— Fair Value Measurements
The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and certain components of other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements, interest rate cap agreements, if any, and investments in equity securities with a readily determinable fair value are recorded at fair value on a recurring basis within our consolidated financial statements. The fair values of interest rate swaps, which are classified as Level 2 in the fair value hierarchy, are estimated using market values of instruments with similar attributes and maturities. See Note 8 for the details of the consolidated balance sheet classification and the fair values for the interest rate swaps. The fair values of our investments in equity securities with a readily determinable fair value are classified as Level 1 in the fair value hierarchy. For additional information related to our investments in equity and other securities as of December 31, 2025 and 2024, refer to Note 6.
F-35
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Financial Instrument Fair Value Disclosures
The following table displays the carrying values and fair values of financial instruments as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Carrying
Value Fair
Value Carrying
Value Fair
Value
Assets carried at historical cost on the consolidated balance sheets:
Investments in debt securities (1)
Level 2 $ 54,972 $ 54,615 $ 54,619 $ 52,768
Liabilities carried at historical cost on the consolidated balance sheets:
Unsecured Notes — public offering (2)
Level 1 $ 4,126,356 $ 3,994,910 $ 3,526,544 $ 3,218,156
IH 2017-1 (3)
Level 2 987,486 972,278 988,271 945,386
Unsecured Notes — private placement (4)
Level 2 300,000 267,537 300,000 251,855
IH 2019-1 (5)
Level 3 400,386 374,136 403,046 358,222
Term Loan Facilities (6)
Level 3 2,475,000 2,483,014 2,475,000 2,478,006
Revolving Facility (7)
Level 3 145,000 145,624 570,000 570,702
(1) The carrying values of investments in debt securities are shown net of discount.
(2) The carrying value of the Unsecured Notes — public offering includes $ 23,644 and $ 23,456 of unamortized discount and excludes $ 26,595 and $ 24,847 of deferred financing costs as of December 31, 2025 and 2024, respectively.
(3) The carrying values of IH 2017-1 includes $ 527 and $ 880 of unamortized discount and excludes $ 2,579 and $ 4,347 of deferred financing costs as of December 31, 2025 and 2024, respectively.
(4) The carrying value of the Unsecured Notes — private placement excludes $ 840 and $ 1,009 of deferred financing costs as of December 31, 2025 and 2024, respectively.
(5) The carrying value of the IH 2019-1 excludes $ 1,179 and $ 1,397 of deferred financing costs as of December 31, 2025 and 2024, respectively.
(6) The carrying values of the Term Loan Facilities exclude $ 23,015 and $ 28,959 of deferred financing costs as of December 31, 2025 and 2024, respectively.
(7) The carrying value of the Revolving Facility excludes deferred financing costs which are classified in other assets, net (see Note 6).
We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy. The fair values of our investments in debt securities, Unsecured Notes — private placement, and the IH 2017-1 secured loan, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at period end.
We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3.
F-36
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of December 31, 2025:
Quantitative Information about Level 3 Fair Value Measurement (1)
Fair Value Valuation Technique Unobservable Input Rate
Secured Debt — IH 2019-1
$ 374,136 Discounted Cash Flow Effective Rate 4.97 %
Term Loan Facilities 2,483,014 Discounted Cash Flow Effective Rate 3.95 % — 4.52 %
Revolving Facility 145,624 Discounted Cash Flow Effective Rate 3.88 % — 4.45 %
(1) Our Level 3 fair value instruments require interest only payments.
Nonrecurring Fair Value Measurements
Our assets measured at fair value on a nonrecurring basis are those assets for which we have recorded impairments.
Single-Family Residential Properties
The single-family residential properties for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below:
For the Years Ended December 31,
2025 2024 2023
Investments in single-family residential properties, net held for sale (Level 3):
Pre-impairment amount $ 4,522 $ 2,936 $ 2,208
Total impairments ( 657 ) ( 506 ) ( 427 )
Fair value $ 3,865 $ 2,430 $ 1,781
We did not record any impairments for our investments in single-family residential properties, net held for use during the years ended December 31, 2025, 2024, and 2023. For additional information related to our single-family residential properties as of December 31, 2025 and 2024, refer to Note 3.
Note 12— Earnings per Share
Basic and diluted EPS are calculated as follows:
For the Years Ended December 31,
2025 2024 2023
(in thousands, except share and per share data)
Numerator:
Net income available to common stockholders — basic and diluted $ 586,964 $ 453,164 $ 518,774
Denominator:
Weighted average common shares outstanding — basic 612,948,321 612,551,317 611,893,784
Effect of dilutive securities:
Incremental shares attributed to non-vested share-based awards 229,485 1,080,300 1,394,924
Weighted average common shares outstanding — diluted 613,177,806 613,631,617 613,288,708
Net income per common share — basic $ 0.96 $ 0.74 $ 0.85
Net income per common share — diluted $ 0.96 $ 0.74 $ 0.85
F-37
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. For the years ended December 31, 2025, 2024, and 2023, 345,371 , 133,464 , and 3,125 incremental shares attributed to non-vested share-based awards, respectively, are excluded from the denominator because they are anti-dilutive.
For the years ended December 31, 2025, 2024, and 2023, vested OP Units have been excluded from the computation of EPS because all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders.
Note 13— Income Tax
We account for income taxes under the asset and liability method. For our taxable REIT subsidiaries, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not. As of December 31, 2025 and 2024, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.
On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses, including the temporary and permanent extension of expiring provisions of the Tax Cuts and Jobs Act of 2017. The OBBB Act did not have a material impact on our consolidated financial statements or disclosures.
Note 14— Commitments and Contingencies
Lease Commitments
The following table sets forth our fixed lease payment commitments as a lessee as of December 31, 2025, for the periods below:
Year Operating
Leases Finance
Leases
2026
$ 5,105 $ 5,314
2027
5,645 4,807
2028
5,061 2,938
2029
4,534 1,705
2030 4,121 32
Thereafter 22,018 —
Total lease payments 46,484 14,796
Less: imputed interest ( 10,990 ) ( 1,284 )
Total lease liability $ 35,494 $ 13,512
F-38
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
The components of lease expense for the years ended December 31, 2025, 2024, and 2023 are as follows:
For the Years Ended December 31,
2025 2024 2023
Operating lease cost:
Fixed lease cost $ 5,743 $ 4,225 $ 3,317
Variable lease cost 1,691 1,574 1,515
Total operating lease cost $ 7,434 $ 5,799 $ 4,832
Finance lease cost:
Amortization of ROU assets $ 4,378 $ 4,006 $ 2,790
Interest on lease liabilities 621 581 375
Total finance lease cost $ 4,999 $ 4,587 $ 3,165
New-Build Commitments
As of December 31, 2025, we have entered into binding development and purchase agreements for 809 homes over the next two years . Remaining commitments under these agreements total approximately $ 220,000 as of December 31, 2025.
Insurance Policies
Pursuant to the terms of certain of our loan agreements (see Note 7), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties. As of December 31, 2025, there are no material contingent liabilities related to uninsured losses with respect to our properties.
Legal and Other Matters
We are subject to various legal proceedings and claims that arise in the ordinary course of our business as well as governmental and regulatory inquiries and engagements. We accrue a liability when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We do not believe that the final outcome of these proceedings or matters will have a material adverse effect on our consolidated financial statements.
Note 15— Segment Reporting
Our principal business is investment in and management of single-family residential properties for lease. As of December 31, 2025, we wholly own 86,192 homes for lease, jointly own 8,006 homes for lease, and provide professional third-party property and asset management services for an additional 15,866 homes, all of which are primarily located in 16 core markets across the country. We have determined that these properties are managed on a consolidated basis and represent one reportable segment.
Our Chief Executive Officer is our chief operating decision maker (“CODM”). We concluded that we have one reportable segment based on the way our CODM regularly reviews internally reported financial information to evaluate performance, make operating decisions, and allocate resources at a consolidated level. Net income as reported on our consolidated statements of operations is a primary metric utilized by the CODM to analyze the performance of the segment, including budget versus actual performance, and to allocate resources. The assets of our single reportable segment are reported as total assets on our consolidated balance sheets as our CODM does not use this measure to assess segment performance or to make resource allocation decisions. The accounting policies for the reportable segment are the same as those described in Note 2.
F-39
INVITATION HOMES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollar amounts in thousands)
Significant Segment Expenses
Our operating expenses are regularly reviewed by our CODM. All expenses are reviewed, but our CODM is regularly provided additional detail regarding the direct costs of operating our properties included in property operating and maintenance expense on our consolidated statements of operations. Other expense categories such as property management expense, general and administrative, depreciation and amortization, and interest expense are included on our consolidated statements of operations. The following table sets forth the significant expenses that comprise property operating and maintenance expense on our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023:
For the Years Ended December 31,
2025 2024 2023
Fixed expenses (1)
$ 520,136 $ 504,025 $ 474,182
Controllable expenses (2)
465,451 431,248 406,153
Total property operating and maintenance $ 985,587 $ 935,273 $ 880,335
(1) Fixed expenses include the following: property taxes; insurance expense; and HOA expenses.
(2) Controllable expenses include the following: repairs and maintenance; personnel, leasing, and marketing; turnover; and utilities and property administrative.
Note 16— Subsequent Events
In connection with the preparation of the accompanying consolidated financial statements, we have evaluated events and transactions occurring after December 31, 2025, for potential recognition or disclosure.
Acquisition of ResiBuilt Homes, LLC (“ResiBuilt ”)
On January 14, 2026, we acquired ResiBuilt for a total estimated purchase price of $ 100,000 . ResiBuilt is a leading fee homebuilder specializing in single-family rental communities with expertise in land development and construction general contracting across high-growth Southeast markets. The acquisition will be accounted for as a business combination, and we have not completed our determination of the purchase price or our allocation of the purchase price to acquired assets and liabilities. Required disclosures regarding this transaction will be provided in subsequent filings.
Share Repurchase Program
During January 2026, we repurchased an additional 1,402,639 shares of our common stock for a total cost of $ 38,805 , including legal fees and commissions (see Note 9).
Amendment of Credit Facility
On February 4, 2026, we entered into an amendment to the Credit Facility whereby Term SOFR is no longer subject to a 0.10 % credit spread adjustment (see Note 7).
Dividend Payment
On December 4, 2025, our board of directors declared a dividend of $ 0.30 (actual $) per share to stockholders of record on December 23, 2025, resulting in a $ 183,962 dividend payment on January 16, 2026 (see Note 9).
F-40
INVITATION HOMES INC.
Schedule III Real Estate and Accumulated Depreciation
As of December 31, 2025
(dollar amounts in thousands)
Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Close of Period
Market
Number of
Properties (1)
Number of
Encumbered
Properties (2)
Encumbrances (2)
Land Depreciable
Properties
Land Depreciable
Properties
Land Depreciable
Properties
Total (3)
Accumulated
Depreciation
Date of
Construction
Date
Acquired
Depreciable
Period
Atlanta
12,592 1,346 $ 173,422 $ 331,617 $ 1,750,993 $ — $ 424,124 $ 331,617 $ 2,175,117 $ 2,506,734 $ ( 725,518 ) 1920-2025
2012-2025
7 - 32 years
Carolinas
6,142 526 81,637 234,761 1,104,512 — 173,636 234,761 1,278,148 1,512,909 ( 329,881 ) 1900-2025
2012-2025
7 - 32 years
Chicago
2,446 — — 123,556 304,092 — 141,881 123,556 445,973 569,529 ( 181,101 ) 1877-2015 2012-2017 7 - 32 years
Dallas
3,540 519 58,993 172,167 680,770 — 88,254 172,167 769,024 941,191 ( 158,484 ) 1952-2025
2017-2025
7 - 32 years
Denver
2,953 467 67,927 313,367 730,514 — 113,497 313,367 844,011 1,157,378 ( 198,296 ) 1885-2025
2017-2025
7 - 32 years
Houston
2,644 280 24,333 99,545 428,707 — 59,671 99,545 488,378 587,923 ( 108,880 ) 1954-2025
2017-2025
7 - 32 years
Jacksonville
2,144 274 41,278 104,807 300,535 — 80,155 104,807 380,690 485,497 ( 134,302 ) 1955-2025
2012-2025
7 - 32 years
Las Vegas
3,387 209 38,406 160,491 697,220 — 105,453 160,491 802,673 963,164 ( 225,465 ) 1964-2019
2012-2025
7 - 32 years
Minneapolis
1,033 5 632 60,885 126,483 — 70,520 60,885 197,003 257,888 ( 84,705 ) 1886-2015 2013-2015 7 - 32 years
Nashville
272 — — 21,463 76,837 — 2,632 21,463 79,469 100,932 ( 2,876 ) 1990-2025
2023-2025
7 - 32 years
Northern California
3,987 614 119,294 325,437 740,170 — 179,495 325,437 919,665 1,245,102 ( 322,032 ) 1900-2017
2012-2022 7 - 32 years
Orlando
6,955 896 125,187 270,909 1,122,937 — 236,030 270,909 1,358,967 1,629,876 ( 407,336 ) 1947-2025
2012-2025
7 - 32 years
Phoenix
9,191 1,214 184,164 432,580 1,377,311 — 300,852 432,580 1,678,163 2,110,743 ( 502,786 ) 1929-2025
2012-2025
7 - 32 years
Salt Lake City
6 — — 1,221 2,329 — 39 1,221 2,368 3,589 ( 16 ) 2025 2025 7 - 32 years
Seattle
3,905 148 34,288 320,141 727,474 — 212,507 320,141 939,981 1,260,122 ( 300,958 ) 1890-2022 2012-2022 7 - 32 years
South Florida
8,004 543 118,781 694,349 1,477,304 — 297,110 694,349 1,774,414 2,468,763 ( 644,988 ) 1937-2025
2012-2025
7 - 32 years
Southern California
7,046 736 171,490 892,606 1,372,958 — 289,194 892,606 1,662,152 2,554,758 ( 605,466 ) 1900-2025
2012-2025
7 - 32 years
Tampa
9,667 1,114 148,567 426,451 1,684,459 — 309,172 426,451 1,993,631 2,420,082 ( 568,468 ) 1923-2025
2012-2025
7 - 32 years
Total
85,914 8,891 $ 1,388,399 $ 4,986,353 $ 14,705,605 $ — $ 3,084,222 $ 4,986,353 $ 17,789,827 $ 22,776,180 $ ( 5,501,558 )
(1) Number of properties represents 86,192 total properties owned less 278 properties classified as held for sale and recorded in other assets, net on the consolidated balance sheet as of December 31, 2025.
(2) Number of encumbered properties and encumbrances include the number of properties secured by first priority mortgages, as well as the aggregate value of outstanding debt attributable to such properties. Excluded from this is original issue discount and deferred financing costs.
(3) The gross aggregate cost of total real estate in the table above for federal income tax purposes was approximately $ 20.9 billion (unaudited) as of December 31, 2025.
F-41
INVITATION HOMES INC.
Schedule III Real Estate and Accumulated Depreciation
(dollar amounts in thousands)
For the Years Ended December 31,
2025 2024 2023
Residential Real Estate
Balance at beginning of period $ 22,081,500 $ 21,551,896 $ 20,700,935
Additions during the period
Acquisitions 807,111 709,978 995,255
Initial renovations 27,773 30,041 29,793
Other capital expenditures 243,070 222,511 216,792
Deductions during the period
Dispositions and other ( 368,158 ) ( 423,842 ) ( 371,045 )
Reclassifications
Properties held for sale, net of dispositions ( 15,116 ) ( 9,084 ) ( 19,834 )
Balance at close of period $ 22,776,180 $ 22,081,500 $ 21,551,896
Accumulated Depreciation
Balance at beginning of period $ ( 4,869,374 ) $ ( 4,262,682 ) $ ( 3,670,561 )
Depreciation expense ( 728,652 ) ( 699,474 ) ( 663,398 )
Dispositions and other 90,481 86,929 67,804
Reclassifications
Properties held for sale, net of dispositions 5,987 5,853 3,473
Balance at close of period $ ( 5,501,558 ) $ ( 4,869,374 ) $ ( 4,262,682 )
F-42