Invitation Homes (INVH) 10-K risk factor changes: FY2023 vs FY2022

Risks Related to Our Business [added: Environment] and Industry

- unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial [removed: markets,] [added: markets (including due to bank failures),] and geopolitical tensions;

See [removed: “—] [added: “Legal and Regulatory Related Risks —] Eviction, tenant rights, rent control, and rent stabilization laws, and other similar laws and/or regulations that limit our ability to collect rent, enforce remedies for failure to pay rent, or increase rental rates may negatively impact our rental income and [removed: profitability”;][added: profitability*;*”]

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of [removed: over 80,000] [added: approximately 85,000 owned] homes as of December 31, [removed: 2022.][added: 2023 and providing property and asset management services to portfolio owners of single-family residential properties.]

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

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

Increasing property taxes, [removed: HOA fees, and] insurance [removed: costs] [added: costs, and HOA fees] may negatively affect our financial results.

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

Property taxes, [removed: HOA fees, and] insurance [removed: premiums are] [added: costs, and HOA fees may be] subject to significant increases, which can be outside of our control.

If the costs associated with property taxes, [added: insurance, or] HOA fees and [removed: assessments, or insurance] [added: assessments] rise significantly and we are unable to increase rental rates due to current market conditions, rent control laws, or other regulations to offset such increases, our results of operations would be negatively affected.

Inflation, which continued to increase during [removed: 2022,] [added: 2023,] has adversely affected us by increasing the costs of products, materials, and labor needed to operate our business and could continue to adversely affect us in future periods.

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

As additional large real estate investors enter into and expand their scale within the single-family rental business, we have faced increased [removed: challenges in hiring and retaining associates, and we cannot assure our stockholders that we will be successful in attracting and retaining such skilled associates.]

Our investments in real estate assets [added: and the investments we manage on behalf of others] are and may continue to be concentrated in our markets and in the single-family properties sector of the real estate industry.

A downturn or slowdown in the rental demand for single-family housing caused by adverse economic, regulatory, or environmental conditions, or other events, in our markets may have a greater impact on the value of our [added: owned and managed] properties or our operating results than if we had more fully diversified our investments.

If an economic downturn in these markets occurs or if we fail to accurately predict the timing of economic improvement in these markets, the value of our properties could decline and our ability to execute our business plan may be adversely affected to a greater extent than if we owned [removed: a] [added: and managed] real estate [removed: portfolio] [added: portfolios] that [removed: was] [added: were] more geographically diversified, which could adversely affect our financial condition, operating results, and ability to make distributions to our stockholders and cause the value of our common stock to decline.

[removed: Nearly all] [added: Most] of our properties require some level of renovation either immediately upon their acquisition or in the future following expiration of a lease or otherwise.

To the extent properties are leased to existing residents, renovations may be postponed until the resident vacates the [removed: premises, and we will then incur] [added: premises at which time] the costs of [removed: renovating.][added: renovating will be incurred.]

Because [removed: our] [added: the] portfolio [added: of homes we own and manage] consists of geographically dispersed properties, our ability to adequately monitor or manage any such renovations or maintenance may be more limited or subject to greater inefficiencies than if our properties were more geographically concentrated.

Consequently, we routinely retain independent contractors and trade professionals to perform physical repair work and are exposed to all of the risks inherent in property renovation and maintenance, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the timing of receiving necessary work permits, delays in receiving materials, [removed: fixtures, or appliances, certificates of occupancy, and poor workmanship.]

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

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

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

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

[removed: Compliance with governmental laws, regulations, and covenants that are applicable to our properties or that may be passed in the future, including affordability covenants, permit, license, and] [added: and] zoning requirements, may adversely affect our ability to make future acquisitions, renovations, or dispositions, result in significant costs, delays, or losses, and adversely affect our growth strategy.

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

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

[removed: As] [added: While acting as] the landlord [removed: of] [added: for the] numerous [removed: properties,] [added: properties] we [added: own and manage on behalf of others, we] are involved from time to time in evicting residents who are not paying their rent or who are otherwise in material violation of the terms of their lease.

Eviction activities impose legal and managerial expenses that raise [removed: our] costs and expose us to potential negative publicity.

[removed: Since the onset of the COVID-19 pandemic, there] [added: There] has [added: recently] been an increase in restrictions and other regulations regarding evictions and expansion of tenant rights by federal, state, and local governments and courts, continuing to result in additional legal and regulatory hurdles to the eviction process.

This law has negatively impacted our rental income from certain of the [removed: 12,216] [added: 11,862] homes we own in California as of December 31, [removed: 2022,] [added: 2023,] and may continue to do so.

We are subject to regulatory [removed: proceedings,] [added: proceedings and] litigation (including class actions) and may become a target of legal demands and/or negative publicity from tenant and consumer advocacy organizations, which could directly limit and constrain our operations and may result in significant litigation expenses and reputational harm.

Our industry is under increasing political and regulatory scrutiny, resulting in governmental inquiries relating to the conduct of our [removed: business generally and during the COVID-19 pandemic.][added: business.]

Our business is subject to laws and regulations regarding privacy, data protection, consumer protection, and other [removed: matters.][added: matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, or otherwise harm our business.]

[removed: Many] [added: See “— Our business is subject to laws and regulations regarding privacy, data protection, consumer protection, and other matters. Many] of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, or otherwise harm our business.

Additionally, as we depend on third parties for key services (see [removed: “—] [added: “Risks Related to Our Business and Operations —] Our dependence upon third parties for key services may have an adverse effect on our operating results or reputation if the third parties fail to perform”), we rely on such [removed: third party] [added: third-party] service providers’ compliance with laws and regulations regarding privacy, data protection, consumer protection, and other matters relating to our customers.

Accidental or willful security breaches or other unauthorized access to our information systems or the systems of our service providers, [added: suppliers,] or [added: other third parties, or] the existence of computer viruses or malware (such as ransomware) in our or their data or software could expose us to a risk of information loss, business disruption, and misappropriation of proprietary and confidential information, including information relating to our residents and the personal information of our associates or third parties.

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

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

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

- bank failures or other liquidity constraints affecting financial institutions;

Revenues earned from our property and asset management services are sensitive to macroeconomic conditions that negatively impact rent collections and the performance of the properties we manage.

Risks Related to our Business and Operations

challenges in hiring and retaining associates, and we cannot assure our stockholders that we will be successful in attracting and retaining such skilled associates.

fixtures, or appliances, certificates of occupancy, and poor workmanship.

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

particular property after it has been damaged or destroyed.

There can be no assurance that we are adequately insured to protect against potential casualty losses and liabilities, and we may elect to self-insure against certain potential losses, accept higher deductibles, utilize an insurance captive, or reduce the amount of coverage in response to excessive insurance premium increases.

We may encounter challenges in effectively providing the professional property and asset management services we offer to owners of single-family home portfolios on a contractual basis.

Our failure to effectively perform professional property and asset management functions or to effectively manage the expanded portfolio of properties we manage could materially and adversely affect us.

There can be no assurance that we will be able to effectively manage a significant increase in the number of properties we manage.

The potential difficulties we may encounter in providing professional property and asset management services may include, without limitation:

- our inability to effectively perform the property and asset management services at the level and/or the cost that we anticipate or as a result of a failure to allocate sufficient resources to meet those needs;

- our inability to manage the complexities associated with hiring and retaining key personnel required to provide property and asset management services to the increased number of properties we manage as we grow;

- integrating additional regulatory and legal compliance controls and financial reporting practices and controls into our business;

- failure to have received comprehensive diligence regarding the properties or existing tenants that we manage, which may have impaired our assessment of the engagement;

- potential unknown liabilities and unforeseen increased expenses associated with property and asset management; and

- performance shortfalls as a result of the diversion of management’s attention caused by a significant increase in the number of properties we manage.

For all these reasons, it is possible that providing professional property and asset management services could result in the distraction of our management or inconsistencies in our operations, services, standards, controls, policies, and procedures, any of which could adversely affect our business and financial results.

Legal and Regulatory Related Risks

Compliance with existing governmental laws, regulations, and covenants (or those that may be enacted in the future) that are applicable to the properties we own and manage on behalf of others, including affordability covenants, permit, license,

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

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

behalf of the owner, be able to obtain reimbursement from the resident.

Risks Related to Information Technology, Cybersecurity, and Data Protection

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

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

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

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

may be disrupted.

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

We currently use limited traditional and generative artificial intelligence (“AI”) solutions for certain marketing, administrative, and other functions.

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

The ever-increasing use and evolution of technology, including cloud-based computing and generative AI, creates opportunities for the potential loss or misuse of personal data that we use in our business operations.

Unintentional dissemination or intentional destruction of confidential information stored in our or our third-party providers' systems, portable media, or storage devices may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims.

Generative AI programs may be costly and require significant expertise to develop, may be difficult to set up and manage, and require periodic upgrades.

Our competitors or other third parties may incorporate generative AI into their information systems and operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

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

In October 2023, California enacted the Climate Corporate Data Accountability Act and the Climate Related Financial Risk Act that will require large public and private companies that do business within the state to disclose their Scopes 1, 2, and 3 GHG emissions, with third-party assurance of GHG emissions information for certain entities, and issue public reports on their climate-related financial risk and related mitigation measures.

Unless modified prior to the effective date, both California laws require initial disclosures in 2026.

maintenance is greater than the value of the property or any potential benefit from renting the property, or pass regulations that limit our ability to increase rental rates.

If our assumptions regarding the costs or

Among other things,

In the event of fraud or misconduct by a third

violation, even though the other properties might not be in violation of any code.

homes, which will affect our results of operations and may adversely impact our ability to make distributions to our stockholders.

In March 2022, the SEC proposed amendments to its existing rules to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and cybersecurity incident reporting by all registrants, including us.

The proposed rules, if finalized, impose additional reporting obligations on us, and we could face substantial increased costs.

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

might be inadequate to restore our economic position in the damaged or destroyed property.

Our residents’ inability or refusal to meet their lease obligations may reduce our cash flows, which has been the case with COVID-19.

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

results may vary significantly from one period to the next.

Expected phasing out of LIBOR may adversely affect the capital markets and our ability to raise capital.

When LIBOR is discontinued, our variable rate debt agreements and financial instruments may be calculated using another base rate.

The Financial Conduct Authority of the United Kingdom, which has statutory powers to require panel banks to contribute to LIBOR, has announced that it will cease publication of one month USD LIBOR immediately after June 30, 2023.

Accordingly, in the near future LIBOR will cease being a widely used benchmark interest rate.

The current and any future reforms and other pressures may cause LIBOR to be replaced with a new benchmark or to perform differently than in the past, including during the transition period.

As of December 31, 2022, we had $3,161.0 million of variable rate debt outstanding and $3,820.0 million of interest rate swaps that reference one month LIBOR as the benchmark rate to determine the applicable interest rate or payment amount and for which maturities extend past June 2023 (assuming all extensions are exercised).

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

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

Nevertheless, the consequences of these market developments cannot be entirely predicted and a transition from LIBOR, even if administered consistent with the agreements’ provisions, could impact the cost of our variable rate indebtedness and cash flows related to our interest rate swap agreements.

If one month LIBOR is discontinued during 2023 as expected, there may be uncertainty or differences in the calculation of the applicable interest rate or payment amount, depending on the terms of the agreement, and significant management time and attention may be required to transition to using the new benchmark rates and to implement necessary changes to our financial models.

This could result in different financial performance for previously recorded transactions and may impact our existing transaction data, operations, and pricing processes.

The calculation of interest rates and swap payments under the replacement benchmarks could also impact our net interest expense.

LIBOR may perform differently during the phase-out period than in the past which could result in an adverse impact on the market for or value of any LIBOR-based securities, loans, derivatives, and other financial obligations or extensions of credit held by us and on our overall financial condition or results of operations.

Additionally, debt holders, governing bodies, and/or we may decide to transition to a successor rate prior to the expected LIBOR phase-out date.

It is possible that such transition prior to the expected LIBOR phase-out would be carried out using different procedures than are contemplated by the existing agreements underlying our outstanding variable rate indebtedness and interest rate swap agreements, which could impact the cost of our variable rate indebtedness and cash flows related to our interest rate swap agreements.

exceed 20% of the value of our total assets.

extent of the excess of the fair market value of such assets on the date that we acquired those assets over the adjusted tax basis of such assets on such date, which are referred to as built-in gains.

other tax considerations, capital expenditure and other obligations, debt covenants, contractual prohibitions or other limitations, and applicable law and such other matters as our board of directors may deem relevant from time to time.

*For similar operating and financial data and discussion of our [added: results for the] year ended December 31, [removed: 2021 results] [added: 2022] compared to [removed: our] [added: the] year ended December 31, [removed: 2020 results,] [added: 2021,] refer to Part II.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K which was filed with the SEC on February 22, [removed: 2022] [added: 2023] (the [removed: “2021] [added: “2022] 10-K”).

The sections entitled “Result of Operations — Year Ended December 31, [removed: 2021] [added: 2022] Compared to Year Ended December 31, [removed: 2020”] [added: 2021”] and “Cash Flows — Year Ended December 31, [removed: 2021] [added: 2022] Compared to Year Ended December 31, [removed: 2020”] [added: 2021”] in Part II.

“Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our* [removed: *[2021 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001687229/000168722922000002/invh-20211231.htm)*] [added: *[202](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001687229/000168722923000029/invh-20221231.htm)[2](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001687229/000168722923000029/invh-20221231.htm) [10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001687229/000168722923000029/invh-20221231.htm)*] *are incorporated herein by reference.*

[removed: With over 80,000] [added: These] homes [removed: for lease in 16 markets across the country as of December 31, 2022, we are meeting] [added: help meet] the needs of a growing share of Americans who prefer the ease of a leasing lifestyle over the burden of owning a home.

The continued demand for our product proves that the choice and flexibility we offer [removed: is] [added: are] attractive to many [removed: prospective residents.][added: people.]

Through disciplined market and asset selection, as well as through strategic mergers and acquisitions, we designed our [added: owned] portfolio to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated.

Since our founding in 2012, we have built a proven, vertically integrated operating platform that enables us to effectively and efficiently acquire, renovate, lease, maintain, and manage [removed: our homes.][added: both the homes we own and those we manage on behalf of others.]

[removed: Our] [added: The portfolio of] homes [added: we own] average approximately [removed: 1,870] [added: 1,880] square feet with three bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than a typical multifamily resident.

[removed: ESG] [added: Environmental, Social, and Governance] initiatives are an important part of our strategic business objectives and are critical to our long-term success.

Each aspect of our operations — whether in our corporate headquarters or field offices located in our 16 [added: core] markets — is driven by a resident-centric model.

[removed: Overall] [added: While we have not experienced significant disruptions in our operations during fiscal year 2023, continuing] unfavorable global and United States economic conditions (including inflation and [added: rising] interest rates), [added: higher unemployment levels,] uncertainty in financial [removed: markets,] [added: markets (including as a result of events affecting financial institutions, such as recent bank failures),] ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill.

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

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

[removed: We] [added: For example, we have experienced and continue to] expect [removed: that our] [added: higher levels of] bad debt expense [removed: will remain elevated] compared to pre-COVID averages, as it continues to take longer to address residents who are not current with their rent.

“Risk Factors — Risks Related to Our Business [added: Environment] and Industry — Our operating results are subject to general economic conditions and risks associated with our real estate assets” [removed: in this] [added: of our] Annual Report on Form 10-K.

Experiencing or addressing the various physical, regulatory, and [removed: adaptation/transition] [added: transition] risks [removed: of] [added: from] climate change may [removed: affect] [added: significantly reduce] our [removed: profitability.][added: revenues and profitability or cause us to generate losses.]

Government [removed: authorities, including the SEC,] [added: authorities] and various interest groups are promoting laws and regulations relating to climate change, including regulations aimed at drastically increasing reporting and governance related to climate change as well as focused on limiting [removed: greenhouse gas] [added: GHG] emissions and the implementation of “green” building codes.

[removed: Alternatively,] [added: In evaluating whether to implement voluntary improvements, we also consider that] choosing not to enhance our homes’ resource efficiency [removed: could] [added: can] make [removed: our portfolio] [added: them] less attractive to [removed: residents] [added: municipalities] and [removed: investors and/or] increase the vulnerability of [removed: our] residents [added: in our communities] to rising energy and water expenses and use restrictions.

We actively consider physical risks such as the potential for natural disasters such as hurricanes, floods, droughts, and wildfires when assessing our portfolio of homes and [removed: our business processes.]

“Risk Factors — Risks Related to Environmental, Social, and Governance Issues — Climate change and related environmental issues, related legislative and regulatory responses to climate change, and the transition to a lower-carbon economy may adversely affect our business, — We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather, and — We are subject to increasing scrutiny from investors and others regarding our environmental, social, governance, or sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate retention, and ability to raise capital from such [removed: investors” in this Annual Report on Form 10-K.][added: investors.”]

In [removed: July 2021,] [added: 2021 and 2022,] we received congressional inquiries requesting information and documentation about our eviction practices during the COVID-19 pandemic, including information relating to compliance with federal eviction moratorium [removed: requirements and] [added: requirements,] cooperation with impacted residents to use federal assistance funds as an alternative to [removed: eviction.][added: eviction, and our activities in the housing market.]

The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, [removed: 2022] [added: 2023] as noted below:

(2)Represents average occupancy for the year ended December 31, [removed: 2022.][added: 2023.]

(3)Represents average monthly rent for the year ended December 31, [removed: 2022.][added: 2023.]

(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, [removed: 2022.][added: 2023.]

Sensitivity to many of these factors has been heightened as a result of current macroeconomic conditions, including rapidly accelerating economic [removed: inflation] [added: inflation, bank failures,] and increasing interest rates.

Market Fundamentals: Our results are impacted by housing market fundamentals and supply and demand conditions in our markets, particularly in the Western United States and Florida, which represented [removed: 71.7%] [added: 72.3%] of our rental revenues and other property income during the year ended December 31, [removed: 2022.][added: 2023.]

The period of time to market and lease a property can vary greatly and is impacted by local demand, our marketing techniques, the size of our available inventory, the ability of our suppliers and other business partners to carry out their assigned tasks and/or source labor or supply materials at ordinary levels of performance relative to the conduct of our business, and both current economic conditions and future economic outlook, including the impact of rising [removed: inflation] [added: inflation, bank failures,] and interest rates which could adversely affect demand for our properties.

The scope of renovation work varies, but may include paint, flooring, carpeting, cabinetry, appliances, plumbing [removed: hardware, roof replacement, HVAC replacement, and other items required to prepare the home for rental.]

[added: The time] to renovate a newly acquired property can vary significantly among homes for several reasons, including the property’s acquisition channel, the condition of the property, whether the property was vacant when acquired, and whether there are any state or local restrictions on our ability to complete renovations as an essential business function.

Other property income is comprised of: (i) resident reimbursements for utilities, HOA fines, and other charge-backs; (ii) rent and non-refundable deposits associated with pets; (iii) revenues from [removed: ancillary] [added: value-add] services such as smart homes and HVAC replacement filters; and (iv) various other fees, including late fees and lease termination fees, among others.

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

Property management expense represents personnel and other costs associated with the oversight and management of our portfolio of homes, including those [removed: within] [added: for which we provide property and asset management services through] our [removed: unconsolidated joint ventures.][added: internal property manager.]

[removed: Year] [added: Year] Ended December 31, 2022 Compared to Year Ended December 31, [removed: 2021][added: 2021]

The following table sets forth a comparison of the results of operations for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| ($ in thousands) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | $ Change | | | | | | % Change | | | | | |

| Rental revenues and other property income | | | | | | $ | [removed: 2,226,641] [added: 2,418,631] | | | | | $ | [removed: 1,991,722] [added: 2,226,641] | | | | | $ | [removed: 234,919] [added: 191,990] | | | | | [removed: 11.8] [added: 8.6] | | % | | | |

| Management fee revenues | | | | | | [removed: 11,480] | | | | | | [removed: 4,893] | | | | | | [removed: 6,587] [added: (13,647)] | | | | | | [removed: 134.6] [added: (11,480)] | | [removed: %] | | | | [added: (4,893) | | | | | | | | | | | | | | | | | | | | | | | |]

| Property operating and maintenance | | | | | | [removed: 786,351] [added: 880,335] | | | | | | [removed: 706,162] [added: 786,351] | | | | | | [removed: 80,189] [added: 93,984] | | | | | | [removed: 11.4] [added: 12.0] | | % | | | |

As of December 31, 2023, we own approximately 85,000 homes for lease which are located primarily in 16 core markets across the country.

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

Consequences of global climate change range from more frequent extreme weather events to extensive governmental policy developments and shifts in consumer preferences, which have the potential individually or collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents.

The State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026, unless the laws are modified prior to such date.

The SEC has included in its regulatory agenda potential rulemaking on climate change disclosures that, if adopted, could significantly increase compliance burdens and associated regulatory costs and complexity.

Incorporating greater resource efficiency into our homes, whether to comply with upgraded building codes or recommended practices given a region’s particular exposure to climate conditions, or undertaken to satisfy demand from increasingly environmentally conscious residents or to meet our own sustainability goals, could raise our costs to maintain our homes.

Additionally, choosing not to enhance our homes’ resource efficiency could make our portfolio less attractive to residents and investors.

If we fail to manage transition risks effectively, our profitability and cash flow could suffer.

We intend to continue to research, evaluate and utilize new or improved products and business practices consistent with our sustainability commitment, and believe our initiatives in this area can help put us in a better position to comply with evolving regulations directed at addressing climate change and similar environmental concerns, and to meet growing resident demand for resource-efficient homes, as further discussed in Part I.

Item 1.

“Business — Environmental, Social, and Governance.”

our business processes.

Such extreme climate related events are driving changes in market dynamics and stakeholder expectations and could result in disruptions to us, our suppliers, vendors, and residents.

Furthermore, climate change may reduce the availability or increase the cost of insurance for these negative impacts of natural disasters and adverse weather conditions by contributing to an increase in the incidence and severity of such natural disasters.

| Southern California | | | | | | 7,553 | | | | | | 96.6% | | | | | | $2,962 | | | | | | $1.74 | | | | | | 11.3 | | % | | | |

| Northern California | | | | | | 4,309 | | | | | | 97.0% | | | | | | 2,638 | | | | | | 1.68 | | | | | | 6.0 | | % | | | |

| Seattle | | | | | | 4,041 | | | | | | 97.1% | | | | | | 2,773 | | | | | | 1.44 | | | | | | 5.9 | | % | | | |

| Phoenix | | | | | | 9,228 | | | | | | 97.1% | | | | | | 1,983 | | | | | | 1.18 | | | | | | 9.6 | | % | | | |

| Las Vegas | | | | | | 3,420 | | | | | | 96.1% | | | | | | 2,154 | | | | | | 1.09 | | | | | | 3.7 | | % | | | |

| Denver | | | | | | 2,584 | | | | | | 96.9% | | | | | | 2,460 | | | | | | 1.34 | | | | | | 3.4 | | % | | | |

| Western United States Subtotal | | | | | | 31,135 | | | | | | 96.8% | | | | | | 2,479 | | | | | | 1.42 | | | | | | 39.9 | | % | | | |

| South Florida | | | | | | 8,294 | | | | | | 96.8% | | | | | | 2,861 | | | | | | 1.53 | | | | | | 12.4 | | % | | | |

| Tampa | | | | | | 9,174 | | | | | | 96.2% | | | | | | 2,202 | | | | | | 1.17 | | | | | | 10.3 | | % | | | |

| Orlando | | | | | | 6,718 | | | | | | 96.7% | | | | | | 2,146 | | | | | | 1.15 | | | | | | 7.5 | | % | | | |

| Jacksonville | | | | | | 1,996 | | | | | | 96.5% | | | | | | 2,111 | | | | | | 1.06 | | | | | | 2.2 | | % | | | |

| Florida Subtotal | | | | | | 26,182 | | | | | | 96.6% | | | | | | 2,396 | | | | | | 1.27 | | | | | | 32.4 | | % | | | |

| Atlanta | | | | | | 12,726 | | | | | | 96.1% | | | | | | 1,942 | | | | | | 0.94 | | | | | | 12.5 | | % | | | |

| Carolinas | | | | | | 5,494 | | | | | | 97.1% | | | | | | 1,971 | | | | | | 0.93 | | | | | | 5.5 | | % | | | |

| Southeast United States Subtotal | | | | | | 18,220 | | | | | | 96.4% | | | | | | 1,951 | | | | | | 0.94 | | | | | | 18.0 | | % | | | |

| Houston | | | | | | 2,354 | | | | | | 95.1% | | | | | | 1,840 | | | | | | 0.94 | | | | | | 2.1 | | % | | | |

| Dallas | | | | | | 2,991 | | | | | | 95.7% | | | | | | 2,173 | | | | | | 1.06 | | | | | | 3.3 | | % | | | |

| Texas Subtotal | | | | | | 5,345 | | | | | | 95.4% | | | | | | 2,030 | | | | | | 1.01 | | | | | | 5.4 | | % | | | |

| Chicago | | | | | | 2,489 | | | | | | 97.1% | | | | | | 2,288 | | | | | | 1.42 | | | | | | 2.8 | | % | | | |

| Minneapolis | | | | | | 1,076 | | | | | | 95.9% | | | | | | 2,237 | | | | | | 1.14 | | | | | | 1.3 | | % | | | |

| Midwest United States Subtotal | | | | | | 3,565 | | | | | | 96.8% | | | | | | 2,273 | | | | | | 1.33 | | | | | | 4.1 | | % | | | |

| Other(5): | | | | | | 120 | | | | | | 77.7% | | | | | | 1,954 | | | | | | 0.95 | | | | | | 0.2 | | % | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total / Average | | | | | | 84,567 | | | | | | 96.6% | | | | | | $2,303 | | | | | | $1.23 | | | | | | 100.0 | | % | | | |

| Same Store Total / Average | | | | | | 75,775 | | | | | | 97.4% | | | | | | $2,300 | | | | | | $1.23 | | | | | | 91.1 | | % | | | |

(1)As of December 31, 2023.

For example, we have experienced higher levels of bad debt expense, which we believe is driven in part by declining availability of rent assistance payments as many COVID-related programs begin to wind down, as well as ordinances in certain markets which restrict residential lease compliance options.

To offset the impacts of increasing inflation, since March 2022 the Federal Open Market Committee has raised short-term interest rates a total of 425 bps to a target range of 4.25% to 4.50% as of December 31, 2022.

The committee has signaled that it expects to make additional rate increases.

Climate change continues to attract considerable public, political, and scientific attention.

Implementation of any voluntary improvements requires consideration of multiple factors, including whether such elections would raise our costs to maintain our homes.

We may also incur additional expenses as a result of regulations requiring additional detailed climate-related disclosures, including regarding greenhouse gas emissions.

In October 2021 and January 2022, we received additional congressional inquiries requesting information about our activities in the housing market.

| Southern California | | | | | | 7,776 | | | | | | 97.6% | | | | | | $2,808 | | | | | | $1.65 | | | | | | 11.9 | | % | | | |

| Northern California | | | | | | 4,440 | | | | | | 95.1% | | | | | | 2,511 | | | | | | 1.61 | | | | | | 6.1 | | % | | | |

| Seattle | | | | | | 4,084 | | | | | | 92.2% | | | | | | 2,626 | | | | | | 1.37 | | | | | | 5.8 | | % | | | |

| Phoenix | | | | | | 8,914 | | | | | | 95.4% | | | | | | 1,836 | | | | | | 1.10 | | | | | | 9.3 | | % | | | |

| Las Vegas | | | | | | 3,180 | | | | | | 95.3% | | | | | | 2,045 | | | | | | 1.03 | | | | | | 3.6 | | % | | | |

| Denver | | | | | | 2,670 | | | | | | 89.6% | | | | | | 2,374 | | | | | | 1.30 | | | | | | 3.4 | | % | | | |

| Western United States Subtotal | | | | | | 31,064 | | | | | | 95.0% | | | | | | 2,350 | | | | | | 1.35 | | | | | | 40.1 | | % | | | |

| South Florida | | | | | | 8,402 | | | | | | 97.3% | | | | | | 2,607 | | | | | | 1.40 | | | | | | 12.2 | | % | | | |

| Tampa | | | | | | 8,637 | | | | | | 96.6% | | | | | | 2,031 | | | | | | 1.09 | | | | | | 9.9 | | % | | | |

| Orlando | | | | | | 6,457 | | | | | | 97.1% | | | | | | 1,993 | | | | | | 1.07 | | | | | | 7.3 | | % | | | |

| Jacksonville | | | | | | 1,928 | | | | | | 97.0% | | | | | | 1,991 | | | | | | 1.00 | | | | | | 2.2 | | % | | | |

| Florida Subtotal | | | | | | 25,424 | | | | | | 97.0% | | | | | | 2,209 | | | | | | 1.18 | | | | | | 31.6 | | % | | | |

| Atlanta | | | | | | 12,657 | | | | | | 96.8% | | | | | | 1,813 | | | | | | 0.88 | | | | | | 13.0 | | % | | | |

| Carolinas | | | | | | 5,359 | | | | | | 95.5% | | | | | | 1,860 | | | | | | 0.87 | | | | | | 5.5 | | % | | | |

| Southeast United States Subtotal | | | | | | 18,016 | | | | | | 96.4% | | | | | | 1,827 | | | | | | 0.88 | | | | | | 18.5 | | % | | | |

| Houston | | | | | | 2,104 | | | | | | 96.5% | | | | | | 1,736 | | | | | | 0.90 | | | | | | 2.1 | | % | | | |

| Dallas | | | | | | 2,869 | | | | | | 95.2% | | | | | | 2,042 | | | | | | 0.99 | | | | | | 3.3 | | % | | | |

| Texas Subtotal | | | | | | 4,973 | | | | | | 95.7% | | | | | | 1,911 | | | | | | 0.95 | | | | | | 5.4 | | % | | | |

| Chicago | | | | | | 2,527 | | | | | | 97.4% | | | | | | 2,171 | | | | | | 1.35 | | | | | | 3.0 | | % | | | |

| Minneapolis | | | | | | 1,109 | | | | | | 95.9% | | | | | | 2,143 | | | | | | 1.09 | | | | | | 1.4 | | % | | | |

| Midwest United States Subtotal | | | | | | 3,636 | | | | | | 96.9% | | | | | | 2,163 | | | | | | 1.26 | | | | | | 4.4 | | % | | | |

| Total / Average | | | | | | 83,113 | | | | | | 96.0% | | | | | | $2,158 | | | | | | $1.15 | | | | | | 100.0 | | % | | | |

| Same Store Total / Average | | | | | | 74,646 | | | | | | 97.7% | | | | | | $2,151 | | | | | | $1.15 | | | | | | 91.2 | | % | | | |

(1)As of December 31, 2022.

The time

All of our homes are managed through our internal property manager.

| Total revenues | | | | | | 2,238,121 | | | | | | 1,996,615 | | | | | | 241,506 | | | | | | 12.1 | | % | | | |

| Total expenses | | | | | | 1,919,215 | | | | | | 1,777,046 | | | | | | 142,169 | | | | | | 8.0 | | % | | | |

| Net income | | | | | | $ | 384,799 | | | | | $ | 262,776 | | | | | $ | 122,023 | | | | | 46.4 | | % | | | |

During the years ended December 31, 2022 and 2021, our turnover rate may have been impacted by the effects of the COVID-19 pandemic (e.g., eviction moratoriums and residents who were not inclined to relocate during a pandemic).

These moratoriums have now generally been lifted in the vast majority of our markets.

The increase is primarily due to increased property management expense, including personnel and technology costs related to expansion of our platform that provides services to both our wholly owned portfolio and our joint ventures.

The decrease in interest expense was primarily due to refinancing activities since December 31, 2021.

A primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, unfavorable global and United States economic conditions (including [removed: inflation and] [added: inflation, rising] interest [removed: rates),] [added: rates, and bank failures),] geopolitical tensions, and other factors that are beyond our control.

As of December 31, [removed: 2022,] [added: 2023,] our [removed: $3,886.0] [added: $3,868.0] million of outstanding variable-rate debt was comprised of borrowings on our mortgage loans of [removed: $661.0] [added: $643.0] million and Term Loan Facilities of $3,225.0 million.

As of December 31, [removed: 2022,] [added: 2023,] we had effectively converted [removed: 98.3%] [added: 98.8%] of these borrowings to a fixed rate through interest rate swap agreements.

Our variable-rate borrowings bear interest at [removed: one month LIBOR or] Adjusted SOFR plus the applicable spread.

Assuming no change in the outstanding balance of our existing debt, the projected effect of a 100 bps increase or decrease in [removed: LIBOR and] Adjusted SOFR, collectively, on our annual interest expense would be an estimated increase or decrease of [removed: $0.7] [added: $0.5] million.

This estimate considers the impact of our interest rate swap agreements, interest rate cap [removed: agreements,] [added: agreement,] and any [removed: LIBOR or] [added: Term] SOFR floors or minimum interest rates stated in the agreements of the respective borrowings.

Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results of operations for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: With over 80,000] [added: These] homes [removed: for lease in 16 markets across the country as of December 31, 2022, we are meeting] [added: help meet] the needs of a growing share of Americans who prefer the ease of a leasing lifestyle over the burden of owning a home.

The continued demand for our product proves that the choice and flexibility we offer [removed: is] [added: are] attractive to many [removed: prospective residents.][added: people.]

Through disciplined market and asset selection, as well as through strategic mergers and acquisitions, we designed our [added: owned] portfolio to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated.

Since our founding in 2012, we have built a proven, vertically integrated operating platform that enables us to effectively and efficiently acquire, renovate, lease, maintain, and manage [removed: our homes.][added: both the homes we own and those we manage on behalf of others.]

[removed: Our] [added: The portfolio of] homes [added: we own] average approximately [removed: 1,870] [added: 1,880] square feet with three bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than a typical multifamily resident.

Each aspect of our operations — whether in our corporate headquarters or field offices located in our 16 [added: core] markets — is driven by a resident-centric model.

As of December 31, [removed: 2022,] [added: 2023,] INVH owns a 99.7% partnership interest in INVH LP and has the full, exclusive, and complete responsibility for and discretion over the day-to-day management and control of INVH LP.

As a result of our concentrated footprint within our [added: core] markets, our regional managers and in-market teams are able to realize local-operator advantages, while still benefiting from significant economies of scale.

We support local market operations with national strategy, infrastructure, [added: workflows enabled by technology,] and standards to drive efficiency, consistency, and cost savings.

We utilize our extensive scale [added: and investments in technology] to ensure the consistent quality of our resident experience and maximize cost efficiencies and purchasing power.

Our investment and asset management teams are [added: primarily] located in-market and apply their local market knowledge within the framework of a proprietary and consistent underwriting methodology, with support from national leadership focused on investment and asset management strategy based in our corporate headquarters.

Through the integration of [removed: investment] [added: investment, property management,] and asset management [removed: and property management] functions, our platform enables our teams to incorporate real-time information regarding leasing activity, property operations, maintenance, and capital spending into asset selection and asset management.

We believe the advantages of our integrated acquisition platform and local market expertise [removed: have driven] [added: drive] the [removed: quality] [added: performance] of our existing total portfolio of [removed: 83,113] [added: 84,567 owned] homes as of December 31, [removed: 2022.][added: 2023 as well as the portfolio of homes we manage on behalf of others.]

Since our founding in 2012, we have built a proven, vertically integrated operating platform that allows us to effectively and efficiently acquire, renovate, lease, maintain, and manage both the homes we own as well as those we manage on behalf of others, including our joint venture [removed: partners.][added: partners and third parties.]

Our differentiated approach, which combines a resident-centric focus, local market presence and expertise, and national strategy, infrastructure, [added: technology-enabled workflows,] and standards, informs all areas of our operations.

We have organized our property management associates and operating structure such that Vice Presidents of Operations in each of our [added: core] markets are responsible for the operations of local leasing, property management, and maintenance teams.

We establish and manage rental rates based on a dynamic, rules-based pricing tool that is informed by local market conditions, including a competitive analysis of market rents for institutional single-family rental properties, [removed: growth in single-family market rents since a specific home’s last lease commenced,] the size, fit and finish, and location of the home, the number of applications received, and the number of days a home has been available on the market.

We advertise available properties through multiple channels, including our proprietary website, internet listing services (such as Zillow, Trulia, HotPads, and Realtor.com), Multiple Listing Service (“MLS”), yard signs, search engine marketing, [removed: social and other] digital media, and local brokers.

We offer flexible showing options for convenience, including virtual tours and floor [removed: plans on our website,] [added: plans,] self-showings that leverage [removed: the home’s] smart home technology, and in-person showings.

We own internal brokerages to serve [removed: each state] [added: the states] in which we operate and utilize in-market leasing experience specialists to drive an end-to-end resident experience that achieves our occupancy, revenue, and retention goals while facilitating enjoyment of a worry-free leasing lifestyle.

Prospective residents may submit an application [removed: through the application portal] on our website.

Although we require a minimum income to rent ratio, many additional factors are also [removed: taken into consideration] [added: considered] during the resident evaluation process, including eviction history, criminal history, and rental and other payment history.

Our disciplined investment strategy and local, in-market approach have given us scale and density of homes in desirable neighborhoods, enabling us to execute cost-effective advertising [added: strategies] targeting potential residents whose online behaviors indicate interest in these neighborhoods.

We encourage meaningful community interaction across our digital platforms by continuously refreshing the content of our website, blog, and social media accounts with articles, home maintenance advice, [removed: contests,] [added: giveaways,] and incentives designed to enrich the lives of our residents and protect our homes.

For example, we alert our residents to prepare for storms, [removed: incentivize] [added: encourage] them to pay their rent online, offer “Lease Friendly” and “Make It Home” design tips and [removed: contests,] [added: giveaways,] and hold an annual Resident Appreciation Month.

[removed: Resident] [added: Our resident] engagement and social following continue to grow, [removed: and we receive] [added: owing partially to] positive feedback from residents, who specifically mention our approachable lifestyle and home maintenance content that helps them make a house a home.

[removed: In coordination with a third party vendor, we offer a 24/7 emergency telephone line to handle after-hours maintenance issues on] an expedited basis as needed, and our residents can also contact us through our [removed: online] mobile app, our [added: online] resident portal, our call centers, or our local property management offices.

As part of our [removed: ongoing] property management [removed: process,] [added: best practices,] we seek to conduct routine repairs and maintenance in a timely manner, as appropriate, by appointment at the resident’s convenience.

We typically utilize our in-house maintenance associates in each of our markets to provide ordinary course, “handyman” services, and outsource more complex or extensive repairs, such as roofing, heating, ventilation, and air conditioning (“HVAC”) systems, plumbing, and electrical work to vetted, pre-approved [removed: third party] [added: third-party] vendor partners.

[removed: At the time of the] [added: We conduct a] post move-in maintenance visit approximately 45 days after move-in, [added: during which] our in-house property maintenance associates will address any non-emergency service needs the resident has noted.

We also conduct pre-move-out [removed: visits] [added: consultations] 15 to 30 days prior to scheduled resident [removed: move-outs.][added: move-outs and any additional pre-move-out consultations required by applicable law.]

These [removed: visits] [added: consultations] allow us to notify residents of any repairs they may need to undertake prior to moving out of the property, such as [removed: carpet cleaning] [added: removing scuff marks] or landscaping maintenance, in order to avoid forfeiture of part or all of their security deposit.

We have a disciplined acquisition platform that is capable of deploying capital [added: from multiple capital sources, including our own balance sheet and joint ventures that we manage,] across multiple acquisition channels and markets simultaneously.

We have amassed significant scale within our 16 [added: core] markets.

As part of our selective and disciplined investment approach, we have analyzed and considered a far greater number of potential acquisitions than the number of homes we have actually [removed: acquired.][added: acquired or have agreed to purchase in the future from a homebuilder with whom we have a strategic relationship.]

[removed: We] [added: To identify investment opportunities, we] also collaborate with local market real estate [removed: brokers] [added: brokers, homebuilders,] and strategic [removed: third party] [added: third-party] technology platforms, which we leverage to source off-market acquisition opportunities.

We have an in-house team of dedicated associates located in our markets who oversee [removed: our] [added: the] upfront property renovation process and the ongoing maintenance of our homes, with support from centralized construction experts and [removed: infrastructure.][added: infrastructure, including technology-enabled workflows.]

In general, before a [added: previously owned] home is acquired or [removed: when an acquired home] first becomes [removed: vacant,] [added: vacant after acquisition,] our in-house teams begin the renovation process by preparing a detailed renovation budget and scope of work based on an assessment of each property’s major systems and structural features.

We are able to drive cost efficiencies through [removed: local] oversight [added: by our local associates] of the entire process of renovating our [removed: homes by our associates.][added: homes.]

Each property’s detailed budget and scope of work prepared by our in-house team of renovation professionals is reviewed and vetted by our operations teams, both locally and nationally, and in [removed: the case] [added: certain cases] of work we contract directly, presented for bid to one or more of our pre-approved vendor partners in each of our markets.

As of December 31, 2023, we own approximately 85,000 homes for lease which are located primarily in 16 core markets across the country.

We evaluate prospective residents in a standardized manner through the use of third-party resident screening providers that obtain appropriate identification, evaluate credit history and household income, review the applicant’s rental history, and complete a background check for criminal activity, each in accordance with applicable law.

In coordination with a third-party vendor, we offer a 24/7 emergency telephone line to handle after-hours maintenance issues on

Our strategy targets both existing homes via MLS or through portfolio acquisitions and newly constructed homes via strategic relationships with homebuilders.

*Partnerships with Homebuilders*

We have increasingly leveraged strategic relationships with homebuilders to identify opportunities to purchase newly constructed homes.

These partnerships allow us to meaningfully scale and expand our portfolio with single-family homes that are specifically designed to be leased by our target customer.

We commission the construction of homes in high-demand areas that cater to the needs and preferences of our residents, contributing to the overall number of homes available in a supply-constrained environment.

These contractual arrangements generally provide for periodic deposits from us to the homebuilders and scheduled delivery of homes over a specified period of time.

As outlined in our 2022 ESG update, *Bringing Sustainability Home,* we are committed to incorporating sustainability efforts into our strategy, processes, and operations.

In addition, the Nominating and Corporate Governance Committee of the board of directors is responsible for monitoring,

In late 2023, we entered into a partnership with Esusu, a financial technology platform designed to facilitate the reporting of positive rent payment behavior to all three credit reporting agencies.

We believe our residents should receive credit for timely rent payments.

At no cost to them, we have successfully enrolled 180,000 residents in the positive rent reporting program.

Credit scores for a majority of our residents have improved on average by over 30 points since enrollment.

Additionally, our residents benefit from convenient access to Esusu’s online portal where they can view their credit scores and trended score data, gaining valuable insights to enhance their financial awareness.

We were recognized by Comparably in 2023 for Best Company for Career Growth.

We strive to drive continuous improvement in our health and safety performance by maintaining high standards for our health and safety compliance programs and reinforcing expectations with respect to safe behaviors and safety rules.

We endeavor to ensure that our associates are well-informed about health and safety measures and are provided with the appropriate equipment and tools to protect themselves and those around them.

We continually monitor the number of work-related injuries per 100 associates in a one-year period.

New incidents are reported and evaluated for corrective action, and through continuous investment in health and safety, we strive to mitigate the risk of on-the-job injuries.

Our 2023 incident rate was 3.39, compared to 3.49 in 2022 and 3.26 in 2021.

We offer choice and control to our prospective and existing residents by providing a mobile-responsive website, an iOS app, and an Android app to engage with us.

Our existing residents have the added convenience of requesting maintenance services, paying rent, and learning about value-add services – all from their digital platform of choice.

Item 1C.

*“*Cybersecurity*.”*

Although an extreme or sustained escalation in costs could have a negative impact on our residents

We own internal brokerages to serve the states in which we operate and utilize in-market leasing experience specialists to drive an end-to-end resident experience that achieves our occupancy, revenue, and retention goals while facilitating enjoyment of a worry-free leasing lifestyle.

Resources tab.

Since the beginning of the COVID-19 pandemic, we have implemented and continue to follow, as appropriate, a host of measures to ensure continuity of our business operations and services while protecting our associates and residents.

While our business has not been materially affected by the COVID-19 pandemic, we continue to monitor the situation for any potential impact on various aspects of our business.

On November 16, 2017, we completed the Mergers with SWH, whereby we acquired all outstanding SWH common shares.

We evaluate prospective residents in a standardized manner through the use of a third party resident screening partner.

Our resident screening process includes obtaining appropriate identification, a thorough evaluation of credit history and household income, a review of the applicant’s rental history, and a background check for criminal activity.

Following the regularly scheduled post move-in maintenance visit described above, our in-house property maintenance associates in each of our markets seek to conduct preventive maintenance visits every six months during the life of a resident’s stay in the home.

During preventive maintenance visits, our in-house property maintenance associates inspect the home’s systems, paying particular attention to potential safety hazards as well as potential causes of damage that could result in us incurring significant maintenance costs if left unaddressed.

Examples of areas of focus for preventive maintenance visits include smoke and carbon monoxide detectors, air filters, hot water heaters, toilet valves, under-sink plumbing, and garbage disposals, among others.

ourselves accountable.

In 2022, for the second year in a row, we achieved a 13% improvement in our sustainability score with GRESB.

Associates are the backbone of our company.

We were recognized by LinkedIn in 2022 with a Top Companies in Real Estate award, ranking #8 in companies offering real estate career growth.

Lastly, we brought 150 of our leaders together in 2022 to focus on leadership development, building trust, and alignment with key Invitation Homes priorities.

As such, in 2022 a pay equity review was conducted by a third party consultant with oversight by our human resources team.

Our results show that we have 100% pay equity in salary for women and men, and compensation received by people of color is, on average, 99% of that received by peers who are not people of color in comparable positions.

We continue to enhance and improve health and safety processes, and we review and monitor our performance monthly to reduce on-the-job injuries.

Our goal is to reduce Occupational Safety and Health Administration recordable incidents each year; however, over the past three years, our annual on-the-job injuries have increased from 40 to 48, or 20%.

This increase is primarily attributable to our return to normal business operations after the COVID-19 pandemic and a 42% increase in the headcount of our operations team over the same period.

Our website is fully integrated into our resident accounting and leasing system.

To ensure we remain the first choice when leasing a home, in June 2022, we launched the industry’s first branded mobile application.

Prospective residents can seamlessly search for a home and schedule a tour, and existing residents can pay rent and request maintenance service all from the app.

We have worked with a search engine optimization firm to ensure we place high in search engine results and will continue to monitor our placement on search engines.

In addition, sponsored key words are generally purchased in selected markets as needed.

*Cybersecurity — Using Technology to Enhance Virtual Safety*

Our operations are highly dependent upon information systems that support our business processes.

Cyber intrusions could seriously compromise our networks and the information stored therein could be accessed, publicly disclosed, misused, lost, or stolen.

As such, we are committed to maintaining a secure and safe technology environment.

We employ a multi-layered security model that leverages risk-based controls with a focus on protecting our residents' and associates’ data.

We follow a cloud-first approach to enable efficient scaling, robust business continuity, access to the latest innovations, and a reduction in our carbon footprint.

Security features and services are regularly enhanced to address both emerging threats and evolving privacy laws.

We also partner with industry leading third parties for regular security audits.

These audits ensure we are always view cybersecurity with a holistic perspective.

We maintain a cybersecurity and information security training and compliance program that includes annual information security training for all associates, as well as additional role-specific information security training.

In addition to annual training, we disseminate security awareness articles periodically throughout the year and conduct regular phishing exercises.

As a backstop to our strong information security programs, policies and procedures, we purchase a cybersecurity risk insurance policy that would defray the costs of an information security breach, if we were to experience one.

residents.

compliance with federal, state, and local laws and programs for providing housing to low-income families.

conference calls and webcasts.

| | | | | | | For the fiscal year ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $21.7] [added: $21.1] billion (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

As of February 20, [removed: 2023,] [added: 2024,] there were [removed: 611,411,460] [added: 611,958,239] shares of common stock, par value $0.01 per share, outstanding.

| Items 10, 11, 12, 13, and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its [removed: 2023] [added: 2024] annual meeting of stockholders (the [removed: “2023] [added: “2024] Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year to which this report relates. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Item | | | 1A. | | | Risk Factors | | | [removed: [21](#i64c45bca11b94eb28b49cd6ebb890c92_238)] [added: [21](#i5be583adfb6946878441d48e940116e3_334)] | | |

| Item | | | 1B. | | | Unresolved Staff Comments | | | [removed: [50](#i64c45bca11b94eb28b49cd6ebb890c92_328)] [added: [51](#i5be583adfb6946878441d48e940116e3_337)] | | |

| Item | | | 3. | | | Legal Proceedings | | | [removed: [50](#i64c45bca11b94eb28b49cd6ebb890c92_232)] [added: [53](#i5be583adfb6946878441d48e940116e3_235)] | | |

| Item | | | 4. | | | Mine Safety Disclosures | | | [removed: [50](#i64c45bca11b94eb28b49cd6ebb890c92_247)] [added: [53](#i5be583adfb6946878441d48e940116e3_247)] | | |

| Item | | | 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | [removed: [51](#i64c45bca11b94eb28b49cd6ebb890c92_280)] [added: [54](#i5be583adfb6946878441d48e940116e3_319)] | | |

| Item | | | 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [53](#i64c45bca11b94eb28b49cd6ebb890c92_160)] [added: [56](#i5be583adfb6946878441d48e940116e3_169)] | | |

| Item | | | 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [76](#i64c45bca11b94eb28b49cd6ebb890c92_211)] [added: [79](#i5be583adfb6946878441d48e940116e3_220)] | | |

| Item | | | 8. | | | Financial Statements and Supplementary Data | | | [removed: [77](#i64c45bca11b94eb28b49cd6ebb890c92_226)] [added: [80](#i5be583adfb6946878441d48e940116e3_265)] | | |

| Item | | | 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [77](#i64c45bca11b94eb28b49cd6ebb890c92_223)] [added: [80](#i5be583adfb6946878441d48e940116e3_268)] | | |

| Item | | | 9A. | | | Controls and Procedures | | | [removed: [77](#i64c45bca11b94eb28b49cd6ebb890c92_214)] [added: [80](#i5be583adfb6946878441d48e940116e3_223)] | | |

| Item | | | 9B. | | | Other Information | | | [removed: [80](#i64c45bca11b94eb28b49cd6ebb890c92_250)] [added: [83](#i5be583adfb6946878441d48e940116e3_271)] | | |

| Item | | | 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection | | | [removed: [80](#i64c45bca11b94eb28b49cd6ebb890c92_286)] [added: [83](#i5be583adfb6946878441d48e940116e3_271)] | | |

| Item | | | 10. | | | Directors, Executive Officers, and Corporate Governance | | | [removed: [81](#i64c45bca11b94eb28b49cd6ebb890c92_265)] [added: [84](#i5be583adfb6946878441d48e940116e3_277)] | | |

| Item | | | 11. | | | Executive Compensation | | | [removed: [81](#i64c45bca11b94eb28b49cd6ebb890c92_268)] [added: [84](#i5be583adfb6946878441d48e940116e3_280)] | | |

| Item | | | 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [81](#i64c45bca11b94eb28b49cd6ebb890c92_271)] [added: [84](#i5be583adfb6946878441d48e940116e3_283)] | | |

| Item | | | 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [81](#i64c45bca11b94eb28b49cd6ebb890c92_274)] [added: [84](#i5be583adfb6946878441d48e940116e3_286)] | | |

| Item | | | 14. | | | Principal Accountant Fees and Services | | | [removed: [81](#i64c45bca11b94eb28b49cd6ebb890c92_277)] [added: [84](#i5be583adfb6946878441d48e940116e3_289)] | | |

| Item | | | 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [82](#i64c45bca11b94eb28b49cd6ebb890c92_292)] [added: [85](#i5be583adfb6946878441d48e940116e3_295)] | | |

| Item | | | 16. | | | Form 10-K Summary | | | [removed: [87](#i64c45bca11b94eb28b49cd6ebb890c92_295)] [added: [90](#i5be583adfb6946878441d48e940116e3_298)] | | |

| [Exhibit [removed: Index](#i64c45bca11b94eb28b49cd6ebb890c92_253)] [added: Index](#i5be583adfb6946878441d48e940116e3_253)] | | | | | | | | | | | |

Such forward-looking statements are subject to various risks and uncertainties as summarized below in “Summary Risk Factors.” These risks and uncertainties include among others, risks inherent to the single-family rental industry and our business model, macroeconomic factors beyond our control, competition in identifying and acquiring properties, competition in the leasing market for quality residents, increasing property taxes, homeowners’ association (“HOA”) fees, and insurance costs, poor resident selection and defaults and non-renewals by our residents, our dependence on third parties for key services, risks related to the evaluation of properties, performance of our information technology systems, risks related to our indebtedness, risks related to the potential negative impact of unfavorable global and United States economic conditions (including inflation and interest rates), uncertainty in financial [removed: markets,] [added: markets (including due to bank failures),] geopolitical tensions, natural disasters, climate change, and public health crises, [removed: including the ongoing COVID-19 pandemic] on our financial condition, results of operations, cash flows, business, associates, and residents.

- Our operating results are subject to risks associated with our real estate assets, as well as unfavorable global and United States economic [removed: conditions (including inflation and interest rates),] [added: conditions,] uncertainty in financial [removed: markets,] [added: markets (including due to bank failures),] and geopolitical tensions;

- A significant portion of our costs and expenses are fixed, including increasing property taxes, [removed: HOA fees, and] insurance costs, and [added: HOA fees, and] we may not be able to adapt our costs structure to offset declines in our revenue;

- We face significant competition [removed: in the leasing market] for quality residents, which may limit our ability to lease [removed: our single-family] homes on favorable terms;

- acquisitions of new homes from [removed: third party] [added: third-party] homebuilders;

- evaluation of properties based on potentially inaccurate [removed: assumptions; and][added: assumptions]

- We are highly dependent on information [removed: systems] [added: systems,] and [removed: systems] [added: system] failures, security breaches, and [removed: other disruptions] [added: our use of emerging technologies such as artificial intelligence] could [removed: significantly] disrupt our business and [removed: expose us to liability;][added: present business, reputational, legal, and compliance risks;]

- Compliance with governmental laws, regulations, and [removed: covenants that are applicable to our properties,] [added: covenants,] including [added: expanding] tenant [removed: relief] [added: rights’] laws, restrictions on evictions and collections, rent control laws, affordability covenants, permit, license, and zoning requirements, may negatively impact our rental income and profitability;

- Legal and regulatory [removed: proceedings, claims, inquiries, investigations,] [added: proceedings] and demands from tenant and consumer advocacy organizations, exacerbated by increased political and regulatory scrutiny of our industry, and negative publicity could [removed: directly limit and] constrain our operations and may result in significant litigation expenses and reputational harm;

- [removed: A significant number] [added: Many] of our [removed: residential] properties are part of [removed: HOAs and we] [added: HOAs, subjecting us] and our residents [removed: are subject] to the rules of such HOAs, which are subject to change, and violations [removed: of such rules] may [removed: subject us] [added: lead] to additional fees and penalties and [added: costly] litigation with such [removed: HOAs, which may be costly;][added: HOAs;]

- Leasing fraud may negatively impact [removed: and disrupt] our operations, including the loss of revenue and/or an increase in costs to combat these activities, and may result in fines, settlements, litigation expenses, and reputational damage;

- We may suffer losses that are not covered by [removed: insurance;][added: insurance and we may elect to self-insure against potential losses;]

- We are subject to risks related to environmental, social, and governance issues, including risks from natural disasters, environmentally hazardous conditions, [removed: impact of climate change, related regulatory] and [removed: investor responses to climate change,] [added: physical] and [removed: the transition to a lower-carbon economy;][added: transitional climate change risks;]

- We are employing a business model with a limited track record, which may make our business difficult to [removed: evaluate, and we have a limited operating history;][added: evaluate;]

- [removed: We may be unable to obtain] [added: Difficulty securing] financing [removed: through the] [added: from] debt and equity markets, or a [removed: downgrade in our] credit ratings [removed: could adversely affect our financing options; both of which would have a material adverse effect on] [added: downgrade may negatively impact] our growth [removed: strategy and our] [added: strategy,] financial [removed: condition] [added: condition,] and operating results;

- We utilize a significant amount of indebtedness in [removed: the operation of] our business, and our cash flows and operating results could be adversely affected by required [removed: payments of] debt [added: payments] or related interest and other risks of our debt financing;

| Item | | | 1. | | | Business | | | [8](#i5be583adfb6946878441d48e940116e3_325) | | |

| Item | | | 1C. | | | Cybersecurity | | | [51](#i5be583adfb6946878441d48e940116e3_3045) | | |

| Item | | | 2. | | | Properties | | | [53](#i5be583adfb6946878441d48e940116e3_340) | | |

| Item | | | 6. | | | Reserved | | | [55](#i5be583adfb6946878441d48e940116e3_322) | | |

| [Signatures](#i5be583adfb6946878441d48e940116e3_259) | | | | | | | | | | | |

- difficulty selling our real estate investments; and

- Investments in joint ventures may restrict our market choices and expose us to challenges, including limited decision-making authority, reliance on partners' financial conditions, potential liabilities for services provided, and disputes with joint venture partners;

- We may encounter challenges providing property and asset management services to portfolio owners of single-family homes leading to management distractions or operational inconsistencies;

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.

*•*“core markets” represent the 16 markets identified on our portfolio table in Part II.

Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Our Portfolio;”

- “SWH” refers to Starwood Waypoint Homes.

| Item | | | 1. | | | Business | | | [8](#i64c45bca11b94eb28b49cd6ebb890c92_310) | | |

| Item | | | 2. | | | Properties | | | [50](#i64c45bca11b94eb28b49cd6ebb890c92_319) | | |

| Item | | | 6. | | | Reserved | | | [52](#i64c45bca11b94eb28b49cd6ebb890c92_283) | | |

| [Signatures](#i64c45bca11b94eb28b49cd6ebb890c92_256) | | | | | | | | | | | |

- Increases in restrictions and other regulations regarding evictions and expansion of tenant rights, rent control, and rent stabilization laws, or other similar laws and regulations could have an adverse effect on our results of operations;

- Our participation in joint venture investments may limit our ability to invest in certain markets, and we may be adversely affected by our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition, our exposure to liabilities in connection with property management and other services we provide to our joint venture partners, and disputes between us and our joint venture partners;

- We may have difficulty selling our real estate investments, and our ability to distribute all or a portion of the net proceeds from any such sale to our stockholders may be limited;

Risk Management and Strategy

Our operations are highly dependent upon information systems that support our business processes.

In the ordinary course of our business, we collect and store certain confidential information such as personal information of our residents and associates and information about our business partners, contractors, vendors, and suppliers.

Cyber intrusions could seriously compromise our networks and the information stored therein could be accessed, publicly disclosed, misused, lost, or stolen.

As such, we have established information security processes and policies using principles from industry recognized cybersecurity frameworks focused on: (i) developing organizational understanding to manage cybersecurity risks; (ii) applying safeguards to protect our systems; (iii) detecting the occurrence of a cybersecurity incident; (iv) responding to a cybersecurity incident; and (v) recovering from a cybersecurity incident.

Where appropriate, these processes and policies are integrated into our overall risk management systems and processes.

Information technology and data security, particularly cybersecurity, are areas of focus for our board of directors and its audit committee.

We employ a multi-layered security model that leverages risk-based controls with a focus on protecting our residents' and associates’ data.

We follow a cloud-first approach to enable efficient scaling, robust business continuity, and access to the latest technology innovations.

Our cybersecurity risk management program aims to protect and preserve the confidentiality, integrity, and continued availability of our residents’ and associates’ data and includes controls and procedures for the identification, containment, and remediation of cyber threats.

Our cybersecurity risk management program includes, among other key features:

- regular cybersecurity risk assessments;

- detection and reporting of any cybersecurity events;

- robust information security training program that includes annual information security training for all associates, as well as additional role-specific information security training; and

- cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident to executive leadership and our board of directors.

We assess our cybersecurity risk management program at least annually and regularly review our cyber incident response plan and conduct cybersecurity tabletop exercises.

Our processes and policies also include the identification of those third-party relationships which have the greatest potential to expose us to cybersecurity threats.

We also partner with industry leading third parties for regular security audits.

These audits ensure we view cybersecurity with a holistic perspective.

In addition, where appropriate, we seek to include in contractual arrangements with certain of our third-party vendors provisions addressing best practices with respect to data and cybersecurity, as well as the right to assess, monitor, audit, and test such vendors’ cybersecurity programs and practices.

We also utilize a number of digital controls to monitor and manage third-party access to internal systems and data.

We expect that our cybersecurity risk management processes and strategy will continue to evolve as the cybersecurity threat landscape evolves.

As a backstop to our strong information security programs, policies, and procedures, we purchase a cybersecurity risk insurance policy that would defray the costs of an information security breach, if we were to experience one.

As of December 31, 2023, we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected the Company, our business strategy, our results of operations, or our financial condition.

For a discussion of risks from cybersecurity threats that could be reasonably likely to materially affect us, please see Part I.

Item 1A.

“Risk Factors — Risks Related to Information Technology, Cybersecurity, and Data Protection.”

Governance

Our Vice President, Chief Information Security Officer (“CISO”) leads a team of information security professionals who have the first line responsibility for our cybersecurity risk management processes and activities.

Our CISO has more than 20 years of experience as an information security leader and reports directly to our Executive Vice President, Chief Information and Digital Officer.

Certifications of our cybersecurity professionals include, but are not limited to: Certified Information Systems Security Professionals from the International Information System Security Certification Consortium; Certified Information Security Manager from Information Systems Audit and Control Association; and focused training/certifications from security vendors on the applications utilized in the management of the cybersecurity program.

The certifications mentioned above are accompanied by multiple years of direct experience in cybersecurity which provide the framework for the team’s continuous learning of new technologies, processes, trends, and concepts, with additional training obtained through relevant cybersecurity focused conferences.

We have also adopted a robust cybersecurity risk governance model, including the formation of the Cybersecurity Governance Committee composed of key leaders from stakeholder groups throughout the Company including our CISO, Chief Operating Officer, Chief Legal Officer, and the head of Internal Audit, along with other senior members of management.

The Cybersecurity Governance Committee meets quarterly to review the processes and performance indicators related to prevention, detection, mitigation, and remediation of cybersecurity incidents that could adversely impact business operations.

We maintain a cross-functional cyber incident response plan with defined roles, responsibilities, and reporting protocols, which focuses on responding to and recovering from any significant breach as well as mitigating any impact to our business.

Generally, when a breach or suspected breach is identified, the information security team would escalate the issue to the Cybersecurity Governance Committee for initial analysis and guidance.

The Cybersecurity Governance Committee, in consultation with appropriate subject matter experts, would be responsible for determining whether a particular incident alone or in combination with other factors, triggers any reporting and/or further notification responsibilities.

The Cybersecurity Governance Committee would designate the primary manager of a cybersecurity incident, identify the parties who should be informed about the incident, and oversee the processes for containment, eradication, recovery, and resolution of the incident.

Depending on the severity and impact of a cybersecurity threat, the audit committee and the board of directors would be notified of an incident and kept informed of the mitigation and remediation efforts.

Our CISO and other senior members of information technology personnel regularly report to the audit committee and the board of directors on recent trends in cyber risks and review our strategy to defend our business systems and information against cyber-attacks.

Our headquarters are located in Dallas, Texas at 1717 Main [removed: Street.][added: Street, Suite 2000.]

Our common stock is listed on the New York Stock Exchange [removed: (“NYSE”)] under the symbol “INVH.”

As of February 20, [removed: 2023,] [added: 2024,] there were [removed: 46] [added: 42] holders of record of [removed: 611,411,460] [added: 611,958,239] shares of common stock outstanding.

For the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] dividends per share held for the entire year were estimated to be taxable as follows:

| Ordinary income(2) | | | | | | $ | [removed: 0.69] [added: 0.97] | | | | | [removed: 78.7] [added: 73.5] | | % | | | | $ | [removed: 0.51] [added: 0.69] | | | | | [removed: 74.5] [added: 78.7] | | % |

| Capital gains(3)(4)(5) | | | | | | [removed: 0.16] [added: 0.28] | | | | | | [removed: 18.1] [added: 21.2] | | % | | | | [removed: 0.15] [added: 0.16] | | | | | | [removed: 21.8] [added: 18.1] | | % |

| Unrecaptured Section 1250 gain(3)(4)(5) | | | | | | [removed: 0.03] [added: 0.07] | | | | | | [removed: 3.2] [added: 5.3] | | % | | | | [removed: 0.02] [added: 0.03] | | | | | | [removed: 3.7] [added: 3.2] | | % |

| Total | | | | | | $ | [removed: 0.88] [added: 1.32] | | | | | 100.0 | | % | | | | $ | [removed: 0.68] [added: 0.88] | | | | | 100.0 | | % |

(1)Amounts are displayed in actual dollars per share; all section references are to the [removed: Code.][added: Code unless otherwise specified.]

[removed: (3)Approximately 2.87%] [added: (3)None] of the aggregate amounts allocated in [removed: 2022] [added: 2023] as capital gains and unrecaptured Section 1250 gain represents One Year Disclosure Amounts and Three Year Disclosure Amounts for purposes of Section 1061.

[removed: (4)Approximately 97.13%] [added: (4)All] of the aggregate amounts allocated in [removed: 2022] [added: 2023] as capital gain and unrecaptured Section 1250 gain represents a disposition of a United States real property interest pursuant to Section 897.

(5)Capital gains and unrecaptured Section 1250 gain are designated as a capital gain dividend in accordance with Section 857(b)(3)(B), as redesignated by the [removed: TCJA,] [added: Tax Cuts and Jobs Act,] Pub.

The following graph shows the total stockholder return of an investment of $100 cash on December 31, [removed: 2017] [added: 2018] for (1) our common stock, (2) the S&P 500 Total Return Index, and (3) the MSCI US REIT (RMS) Total Return Index.

[removed: ][added: ]

| | | | | | | December 31, [removed: 2017] [added: 2018] | | | | | | December 31, [removed: 2018] [added: 2019] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | |

We made no repurchases of our common stock during the three months ended December 31, [removed: 2022.][added: 2023.]

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

Pursuant to Section 857(b)(9), cash dividends paid in January 2024 with a record date in December 2023 are treated as received by stockholders in 2023 to the extent of the Company’s 2023 earnings and profits.

| Invitation Homes Inc. | | | | | | 100.00 | | | | | | 152.27 | | | | | | 154.08 | | | | | | 239.72 | | | | | | 160.51 | | | | | | 192.16 | | | | | | | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | | | | | | | |

| MSCI US REIT Index | | | | | | 100.00 | | | | | | 125.84 | | | | | | 116.31 | | | | | | 166.39 | | | | | | 125.61 | | | | | | 142.87 | | | | | | | | |

For income tax purposes, dividends paid to holders of common stock primarily consist of ordinary income, capital gains, qualified dividends, unrecaptured Section 1250 gains, and return of capital, or a combination thereof.

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Qualified dividends | | | | | | — | | | | | | — | | % | | | | — | | | | | | — | | % |

| Return of capital | | | | | | — | | | | | | — | | % | | | | — | | | | | | — | | % |

| Invitation Homes Inc. | | | | | | 100.00 | | | | | | 86.90 | | | | | | 132.33 | | | | | | 133.90 | | | | | | 208.33 | | | | | | 139.49 | | | | | | | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | | | | | | | |

| MSCI US REIT Index | | | | | | 100.00 | | | | | | 95.43 | | | | | | 120.09 | | | | | | 110.99 | | | | | | 158.79 | | | | | | 119.87 | | | | | | | | |

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 [removed: Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.]

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, [removed: 2022.][added: 2023.]

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

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, [removed: 2022.][added: 2023.]

[added: 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, [removed: 2022] [added: 2023] to accomplish their objectives at the reasonable assurance level.

Deloitte & Touche LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 22, 2023,] [added: 21, 2024,] expressed an unqualified opinion on those financial statements.

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

February 21, 2024

This evaluation was

February 22, 2023

The information required by this Item is incorporated by reference from the Company’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this Item is incorporated from reference to the Company’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this Item is incorporated by reference from the Company’s [removed: 2023] [added: 2024] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

| Invitation Homes Inc. Consolidated Financial Statements as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the three years in the period ended December 31, [removed: 2022] [added: 2023] | | | | | |

| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: F-[1](#i64c45bca11b94eb28b49cd6ebb890c92_289)] [added: F-[1](#i5be583adfb6946878441d48e940116e3_301)] | | |

| Consolidated Balance Sheets | | | [removed: F-[3](#i64c45bca11b94eb28b49cd6ebb890c92_28)] [added: F-[3](#i5be583adfb6946878441d48e940116e3_28)] | | |

| Consolidated Statements of Operations | | | [removed: F-[4](#i64c45bca11b94eb28b49cd6ebb890c92_37)] [added: F-[4](#i5be583adfb6946878441d48e940116e3_37)] | | |

| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: F-[5](#i64c45bca11b94eb28b49cd6ebb890c92_40)] [added: F-[5](#i5be583adfb6946878441d48e940116e3_43)] | | |

| Consolidated Statements of Equity | | | [removed: F-[6](#i64c45bca11b94eb28b49cd6ebb890c92_43)] [added: F-[6](#i5be583adfb6946878441d48e940116e3_49)] | | |

| Consolidated Statements of Cash Flows | | | [removed: F-[7](#i64c45bca11b94eb28b49cd6ebb890c92_52)] [added: F-[7](#i5be583adfb6946878441d48e940116e3_58)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[9](#i64c45bca11b94eb28b49cd6ebb890c92_58)] [added: F-[9](#i5be583adfb6946878441d48e940116e3_61)] | | |

| Invitation Homes Inc. as of December 31, [removed: 2022] [added: 2023] and for the three years in the period ended December 31, [removed: 2022] [added: 2023] | | | | | |

| Schedule III Real Estate and Accumulated Depreciation | | | [removed: F-[44](#i64c45bca11b94eb28b49cd6ebb890c92_298)] [added: F-[42](#i5be583adfb6946878441d48e940116e3_304)] | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of Invitation Homes Inc., dated as [removed: of February 2, 2022 (incorporated] [added: of](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [May 17, 2023](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [(incorporated] by reference to [removed: Exhibit 3.1] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm)[3.1] to the Company’s Current Report on [removed: Form 8-K (File No. 1-38004) filed on February 2, 2022).](https://www.sec.gov/Archives/edgar/data/1687229/000119312522025754/d292076dex31.htm)] [added: Form](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm)[8-K](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [May 18, 2023).](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm)] | | | | | | | | |

| 4.9 | | | | | | [Fourth Supplemental Indenture, dated as of April 5, 2022, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, including the form of 4.150% Senior Notes due 2032 (incorporated by reference to Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1687229/000119312522096215/d310642dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1687229/000119312522096215/d310642dex42.htm) [of] [added: 4.2 of] the Company’s Current Report on Form 8-K (File No.1-38004) filed on April 5, 2022).](https://www.sec.gov/Archives/edgar/data/1687229/000119312522096215/d310642dex42.htm) | | | | | | | | |

| [removed: 10.10] [added: 10.11] | | | | | | [Term Loan Agreement, dated as of June 22, 2022, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on June 22, 2022).](https://www.sec.gov/Archives/edgar/data/1687229/000119312522178809/d303063dex101.htm) | | | | | | | | |

| [removed: 10.11] [added: 10.12] | | | | | | [Loan Agreement, dated as of April 28, 2017, between IH 2017-1 Borrower, LP, as Borrower, and Wells Fargo Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed May 1, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000011/ex10-1ihfnma2017xsfr1_loan.htm) | | | | | | | | |

| [removed: 10.12] [added: 10.29] | | | | | | [removed: [Loan Agreement,] [added: [Executive Transition Services Agreement] dated [removed: as of November 9, 2017,] [added: February 1, 2023,] between [removed: IH 2017-2 Borrower, LP, as Borrower,] [added: Ernest M. Freedman] and [removed: German American Capital Corporation, as Lender] [added: Invitation Homes Inc.] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on [removed: November 9, 2017).](http://www.sec.gov/Archives/edgar/data/1687229/000168722917000030/invh-form8xkxs1011917xexhi.htm)] [added: February 1, 2023)](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000014/exhibit101ihtransitionserv.htm). [†](https://www.sec.gov/Archives/edgar/data/1687229/000119312522055685/d305259dex101.htm)] | | | | | | | | |

| [removed: 10.18] [added: 10.19] | | | | | | [Securities Purchase Agreement, dated as of June 5, 2017, between Waypoint/GI Venture, LLC and CSH Property Three, LLC (incorporated by reference to Exhibit 10.1 of the SWH’s Current Report on Form 8-K (File No. 1-36163) filed June 5, 2017).](http://www.sec.gov/Archives/edgar/data/1579471/000119312517194589/d378470dex101.htm) | | | | | | | | |

| 10.25 | | | | | | [removed: [Form of] [added: [2019 Outperformance] Award [removed: Notice and Restricted Stock Unit] Agreement [removed: (2019 LTIP Equity Award)] [added: (LTIP Units)] (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on [removed: May 7,] [added: July 31,] 2019). [removed: †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000031/a0331192019annualltipaward.htm)] [added: †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000044/a0630192019oppunits.htm)] | | | | | | | | |

| [removed: 10.26] [added: 10.27] | | | | | | [removed: [2019] [added: [Form of] Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on [removed: July 31, 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000044/a0630192019oppunits.htm)] [added: April 28, 2022)](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000010/a1022022oppltipunits.htm)[.](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000010/a1022022oppltipunits.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000010/a1022022oppltipunits.htm)[†](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000010/a1022022oppltipunits.htm)] | | | | | | | | |

| [removed: 10.27] [added: 10.26] | | | | | | [Invitation Homes Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on May 7, 2020.) †](https://www.sec.gov/Archives/edgar/data/1687229/000168722920000011/severanceplan2020.htm) | | | | | | | | |

| 10.28 | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement [removed: (2020 LTIP] [added: (LTIP] Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K [removed: (File No. 1-38004)] filed on [removed: February 25, 2020).†](http://www.sec.gov/Archives/edgar/data/1687229/000168722920000006/a2020ltipequityaward.htm)] [added: March 1, 2023). †](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000032/ltipequityaward.htm)] | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/ye-22ex211subsidiariesofre.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/ye-23ex211subsidiariesofre.htm)] | | | | | | | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/ye-22ex231consentofregiste.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/ye-23ex231consentofregiste.htm)] | | | | | | | | |

| 31.1 | | | | | | [removed: [Certificate] [added: [Certification] of Dallas B. Tanner, [removed: President and] Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/a12-22ceocert311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/a12-23ceocert311.htm)] | | | | | | | | |

| 31.2 | | | | | | [removed: [Certificate] [added: [Certification] of [removed: Ernest M. Freedman,] [added: Jonathan S. Olsen,] Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/a12-22cfocert312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/a12-23cfocert312.htm)] | | | | | | | | |

| 32.1 | | | | | | [removed: [Certificate] [added: [Certification] of Dallas B. Tanner, [removed: 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 [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/a12-22exhibit321.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/a12-23exhibit321.htm)] | | | | | | | | |

| 32.2 | | | | | | [removed: [Certificate] [added: [Certification] of [removed: Ernest M. Freedman,] [added: 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 [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000029/a12-22exhibit322.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/a12-23exhibit322.htm)] | | | | | | | | |

| (c) [Exhibits](#i5be583adfb6946878441d48e940116e3_256) | | | | | |

| 4.10 | | | | | | [Fifth Supplemental Indenture, dated as of August 2, 2023, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 5.450% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 2, 2023).](https://www.sec.gov/Archives/edgar/data/1687229/000119312523201731/d526126dex42.htm) | | | | | | | | |

| 4.11 | | | | | | [Sixth Supplemental Indenture, dated as of August 2, 2023, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 5.500% Senior Notes due 2033 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 2, 2023).](https://www.sec.gov/Archives/edgar/data/1687229/000119312523201731/d526126dex43.htm) | | | | | | | | |

| 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).](https://www.sec.gov/Archives/edgar/data/1687229/000119312523112927/d419877dex101.htm) | | | | | | | | |

| 10.18 | | | | | | [Amendment to Loan Agreement, dated as of June 23, 2023, among Wilmington Trust National Association, as Trustee for the Registered Holders of Invitation Homes 2018-SFR4 Single Family Rental Pass-Through Certificates, 2018-4 IH Borrower LP, and 2018-4 Equity Owner LLC, and 2018-4 IH Borrower GP. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on July 27, 2023).](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000066/a2018-4ihsoframendmenttolo.htm) | | | | | | | | |

| 10.20 | | | | | | [Form of Director and Officer Indemnification Agreement. †](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm) | | | | | | | | |

| 97.1 | | | | | | [Incentive Compensation Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit971invhincentivecom.htm) | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

† Management contract or compensatory plan.

| (c) [Exhibits](#i64c45bca11b94eb28b49cd6ebb890c92_253) | | | | | |

| 10.19 | | | | | | [Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex105.htm) | | | | | | | | |

| 10.20 | | | | | | [Form of Indemnification Agreement of Colony Starwood Homes (incorporated by reference to Exhibit 10.2 of the SWH’s Current Report on Form 8-K (File No. 1-36163) filed January 8, 2016). †](http://www.sec.gov/Archives/edgar/data/1579471/000119312516424544/d114873dex102.htm) | | | | | | | | |

| 10.29 | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement (2021 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on March 4, 2021).†](http://www.sec.gov/Archives/edgar/data/1687229/000168722921000011/a2021ltipequityaward.htm) | | | | | | | | |

| 10.30 | | | | | | [Form of Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on April 28, 2022) .†](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000010/a1022022oppltipunits.htm) | | | | | | | | |

| 10.31 | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement (2022 LTIP Equity Award) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 28, 2022). †](https://www.sec.gov/Archives/edgar/data/1687229/000119312522055685/d305259dex101.htm) | | | | | | | | |

| 10.32 | | | | | | [Executive Transition Services Agreement dated February 1, 2023, between Ernest M. Freedman and Invitation Homes Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 1, 2023)](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000014/exhibit101ihtransitionserv.htm). [†](https://www.sec.gov/Archives/edgar/data/1687229/000119312522055685/d305259dex101.htm) | | | | | | | | |

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 [removed: 22nd] [added: 21st] day of February [removed: 2023.][added: 2024.]

| | | | Title: [removed: 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 [removed: 22nd] [added: 21st] day of February [removed: 2023.][added: 2024.]

| /s/ Dallas B. Tanner | | | | | | [removed: President,] Chief Executive Officer, and Director | | |

| /s/ [removed: Ernest M. Freedman] [added: Jonathan S. Olsen] | | | | | | Executive Vice President and Chief Financial Officer | | |

| [removed: Ernest M. Freedman] [added: Jonathan S. Olsen] | | | | | | (Principal Financial Officer) | | |

We have audited the accompanying consolidated balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 22, 2023,] [added: 21, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Investments in Single-Family Residential Properties—Refer to Notes [removed: 2] [added: 2, 3,] and [removed: 3] [added: 6] to the financial statements

From time to time, the Company [removed: identifies]

[added: identifies] single-family residential properties to be sold.

- We selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31, [removed: 2022.][added: 2023.]

We also selected a sample of properties sold after December 31, [removed: 2022] [added: 2023] and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, [removed: 2022.][added: 2023.]

[added: | Q1-2023 | | | | | |] February [removed: 22,] [added: 14,] 2023 [added: | | | | | | 0.26 | | | | | | February 28, 2023 | | | | | | 158,453 | | |]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Land | | | | | | $ | [removed: 4,800,110] [added: 4,881,890] | | | | | $ | [removed: 4,737,938] [added: 4,800,110] | |

| Building and improvements | | | | | | [removed: 15,900,825] [added: 16,670,006] | | | | | | [removed: 15,270,443] [added: 15,900,825] | | |

| [added: Balance at beginning of period] | | | | | | [added: $ |] 20,700,935 | | | | | [added: $] | 20,008,381 | | | [added: | | $ | 18,801,750 | |]

| Less: accumulated depreciation | | | | | | [removed: (3,670,561)] [added: (4,262,682)] | | | | | | [removed: (3,073,059)] [added: (3,670,561)] | | |

| Investments in single-family residential properties, net | | | | | | [removed: 17,030,374] [added: 17,289,214] | | | | | | [removed: 16,935,322] [added: 17,030,374] | | |

| Cash and cash equivalents | | | | | | [removed: 262,870] [added: 700,618] | | | | | | [removed: 610,166] [added: 262,870] | | |

| Restricted cash | | | | | | [removed: 191,057] [added: 196,866] | | | | | | [removed: 208,692] [added: 191,057] | | |

| Investments in unconsolidated joint ventures | | | | | | [removed: 280,571] [added: 247,166] | | | | | | [removed: 130,395] [added: 280,571] | | |

| Other assets, net | | | | | | [removed: 513,629] [added: 528,896] | | | | | | [removed: 395,064] [added: 513,629] | | |

| Total assets | | | | | | $ | [removed: 18,536,708] [added: 19,220,967] | | | | | $ | [removed: 18,537,846] [added: 18,536,708] | |

| Mortgage loans, net | | | | | | $ | [removed: 1,645,795] [added: 1,627,256] | | | | | $ | [removed: 3,055,853] [added: 1,645,795] | |

| Secured term loan, net | | | | | | [removed: 401,530] [added: 401,515] | | | | | | [removed: 401,313] [added: 401,530] | | |

| Unsecured notes, net | | | | | | [removed: 2,518,185] [added: 3,305,467] | | | | | | [removed: 1,921,974] [added: 2,518,185] | | |

| Term loan facilities, net | | | | | | [removed: 3,203,567] [added: 3,211,814] | | | | | | [removed: 2,478,122] [added: 3,203,567] | | |

| Accounts payable and accrued expenses | | | | | | [removed: 198,423] [added: 200,590] | | | | | | [removed: 193,633] [added: 198,423] | | |

| Resident security deposits | | | | | | [removed: 175,552] [added: 180,455] | | | | | | [removed: 165,167] [added: 175,552] | | |

| Other liabilities | | | | | | [removed: 70,025] [added: 103,435] | | | | | | [removed: 341,583] [added: 70,025] | | |

| Total liabilities | | | | | | [removed: 8,213,077] [added: 9,030,532] | | | | | | [removed: 8,699,042] [added: 8,213,077] | | |

| Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | | | | — | | | | | | — | | |

| Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, [removed: 611,411,382] [added: 611,958,239] and [removed: 601,045,438] [added: 611,411,382] outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | | | | [removed: 6,114] [added: 6,120] | | | | | | [removed: 6,010] [added: 6,114] | | |

| Additional paid-in capital | | | | | | [removed: 11,138,463] [added: 11,156,736] | | | | | | [removed: 10,873,539] [added: 11,138,463] | | |

| Accumulated deficit | | | | | | [removed: (951,220)] [added: (1,070,586)] | | | | | | [removed: (794,869)] [added: (951,220)] | | |

| Accumulated other comprehensive income [removed: (loss)] | | | | | | [removed: 97,985] [added: 63,701] | | | | | | [removed: (286,938)] [added: 97,985] | | |

| /s/ Frances Aldrich Sevilla-Sacasa | | | | | | Director | | |

| Frances Aldrich Sevilla-Sacasa | | | | | | | | |

| /s/ Keith D. Taylor | | | | | | Director | | |

| Keith D. Taylor | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

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

| | | | | | | 21,551,896 | | | | | | 20,700,935 | | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 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 | |

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

| Other investing activities | | | | | | (27,062) | | | | | | (22,707) | | | | | | (12,366) | | |

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

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.

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

*Reclassifications*

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

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

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

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

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

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

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

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

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

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

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

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

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

*Recent Accounting Pronouncements*

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,* which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

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

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

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures,* which enhances the transparency and effectiveness of income tax disclosures.

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

| /s/ J. Heidi Roizen | | | | | | Director | | |

| J. Heidi Roizen | | | | | | | | |

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

INVITATION HOMES INC.

| Convertible senior notes, net | | | | | | — | | | | | | 141,397 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 196,212 | | | | | | — | | | | | | 196,212 | | | | | | 1,237 | | | | | | 197,449 | | |

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

The investments in these joint ventures are subsequently adjusted for our

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

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.

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

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

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

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

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

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

(3)Owns homes within the Western United States.

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

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

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

| 2023 | | | | | | $ | 1,278,193 | |

| 2024 | | | | | | 198,155 | | |

| 2025 | | | | | | — | | |

| Total | | | | | | $ | 1,476,348 | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| IH 2018-1 | | | | | | February 8, 2018 | | | | | | December 8, 2022 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | | | | | 568,495 | | |

| IH 2018-2 | | | | | | May 8, 2018 | | | | | | June 9, 2022 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | — | | | | | | 629,237 | | |