Invitation Homes (INVH) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A66 rewritten55 added38 removed645 unchanged
All filing items938 rewritten531 added458 removed2,480 unchanged
Summary
counted, not written
- Item 1A lists 68 risk factor headings: 2 new, 3 reworded and 63 unchanged since FY2023. 2 headings from FY2023 no longer appear.
- Sentence by sentence, 531 added, 458 removed, 938 rewritten and 2,480 unchanged across 16 items that differ.
New Item 1A headings (2)
- Compliance with existing governmental laws, regulations, and covenants (or those that may be enacted in the future) that are applicable to the properties we own and manage on behalf of others, including affordability covenants, permit, license, and zoning requirements, may adversely affect our ability to make future acquisitions, renovations, or dispositions, result in significant costs, delays, or losses, and adversely affect our growth strategy.
- We may face risks in connection with Section 1031 exchanges.
Removed Item 1A headings (2)
- We are employing a business model with a limited track record, which may make our business difficult to evaluate.
- Legal and Regulatory Related Risks 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.
Reworded Item 1A headings (3)
- Inflation [added: and other macroeconomic factors] could adversely affect our business and financial results.
- We
[removed: have a limited operating history and]may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our stockholders. - We are subject to increasing scrutiny from investors and others regarding our
[removed: environmental, social, governance, or]sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate [added: attraction and] retention, and ability to raise[removed: capital from such investors.][added: capital.]
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
66 rewritten, 55 added, 38 removed, 645 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
- [removed: unfavorable] [added: fluctuating] global and United States economic [removed: conditions (including inflation and interest rates),] [added: conditions,] uncertainty in financial markets, and geopolitical tensions;
- changes in [removed: laws,] [added: laws and regulations,] including those that increase operating expenses or limit our ability to increase rental rates.
Inflation [added: and other macroeconomic factors] could adversely affect our business and financial results.
[removed: Inflation, which continued to increase during 2023,] [added: Persistent inflation] has adversely affected us by increasing the costs of products, materials, and labor needed to operate our business and could continue to adversely affect us in future periods.
Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of [removed: approximately 85,000] [added: 85,138] owned homes as of December 31, [removed: 2023] [added: 2024] and providing property and asset management services to portfolio owners of single-family residential [removed: properties.]
Our expenses and ongoing capital expenditures are also affected by [added: continued] inflationary [removed: increases,] [added: pressures,] and certain of our cost increases may exceed the rate of inflation in any given period or market.
As additional large real estate investors enter into and expand their scale within the single-family rental business, we have faced increased [added: 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 ability to meet our labor needs while controlling our labor costs is subject to numerous external factors, including unemployment levels, prevailing wage rates, [removed: rising] [added: persisting] inflation, changing demographics, and changes in employment legislation.
High unemployment levels and federal unemployment subsidies may adversely affect the labor force available to [removed: us or increased labor costs.]
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, [added: fixtures, or appliances, certificates of occupancy, and poor workmanship.]
[removed: 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.
As a result, our success depends in large part upon our ability to attract and retain qualified residents for our [added: owned and managed] properties.
[removed: Unfavorable] [added: Fluctuating] global and United States economic [removed: conditions (including inflation and interest rates),] [added: conditions,] uncertainty in financial markets (including due to bank failures), may materially negatively impact our residents, such as being unable to access their existing cash to fulfill their payment obligations to us due to future bank failures, and our business could be negatively impacted.
A general decline in business activity and demand for real estate transactions could adversely affect our ability to acquire or dispose of single-family homes on terms that are attractive or at all, which may be impacted in periods of [removed: rising] [added: elevated] interest rates.
As a result, our success depends in large part upon our ability to attract and retain qualified residents for our [added: owned and managed] properties.
[removed: Our board of directors periodically] reviews [removed: and updates the investment policy and also reviews] our portfolio of residential real estate, but it generally does not review or approve specific property acquisitions.
[removed: Such inspection processes may fail to reveal major defects associated with] such properties, which may cause the amount of time and cost required to renovate and/or maintain such properties to substantially exceed our estimates.
We rely on builder counterparties to acquire land suitable for residential building in our [removed: markets,] [added: markets] and to deliver quality homes at reasonable prices in a timely manner, in accordance with agreed to specifications.
[removed: Additionally, governmental] [added: Governmental] laws, regulations, and zoning requirements may be imposed that restrict our ability to purchase homes from third-party homebuilders that are intended for rental purposes in areas where we would like to invest.
See “Risks Related to [removed: Environmental, Social,] [added: Sustainability, Corporate Responsibility,] and Governance [removed: Issues] — We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather.” While we have annual policies for earthquakes, hurricane, and/or flood risk, our properties may nonetheless incur casualty losses that are not fully covered by insurance.
In such an event, the value of the affected properties would be reduced by the amount of any such uninsured loss, and we could experience a significant loss of capital invested and potential revenues in such properties and could potentially [removed: remain obligated under any recourse debt associated with such properties.]
Inflation, changes in building codes and ordinances, environmental considerations, and other factors might also keep us from using insurance proceeds to replace or renovate a [added: particular property after it has been damaged or destroyed.]
We [removed: have a limited operating history and] may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our stockholders.
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, [removed: license,][added: license, and zoning requirements, may adversely affect our ability to make future acquisitions, renovations, or dispositions, result in significant costs, delays, or losses, and adversely affect our growth strategy.]
Rental homes are subject to various federal, state, and local laws and regulatory requirements, including permitting, licensing, and zoning [removed: requirements.][added: requirements, some of which may conflict with one another or have limited judicial or regulatory interpretations.]
Local regulations, including municipal or local ordinances, restrictions, and restrictive covenants imposed by community developers may restrict our or the use of our properties and may require us to obtain approval from local officials or community standards [removed: organizations at any time with respect to our properties, including prior to acquiring any of our properties or when undertaking renovations of any of our existing properties.]
This law has negatively impacted our rental income from certain of the [removed: 11,862] [added: 11,453] homes we own in California as of December 31, [removed: 2023,] [added: 2024,] and may continue to do so.
[removed: Although] [added: While] we are not [added: currently] involved in any legal or regulatory proceedings that we expect [removed: would] [added: to] have a material adverse effect on our business, results of operations, or financial condition, such proceedings [added: have imposed, and] may [removed: impose] [added: in the future impose,] on us significant litigation expenses, including settlements to avoid continued litigation or judgments for damages or injunctions.
[removed: Until a municipal inspector verifies that the] violation has been remedied and any applicable fines have been paid, additional fines accrue on the amount of the lien and the lien may not be released, in each case even at those properties that are not in violation.
Furthermore, residents may violate HOA rules and incur fines for which the owner of the property may be liable and for which we may not, on [added: behalf of the owner, be able to obtain reimbursement from the resident.]
[removed: We may be unaware of or unable to review or comply with HOA rules before purchasing a property, and any such excessively] restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from leasing such property, or otherwise reduce our cash flow from such property, which would have an adverse effect on our returns on these properties.
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 [added: may be disrupted.]
We currently use limited traditional and generative [removed: artificial intelligence (“AI”)] [added: AI] solutions for certain marketing, administrative, and other functions.
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 [removed: business.][added: business.”]
Various [added: continuously evolving and new] federal and state privacy and data security laws, such as the California Consumer Privacy Act, further expanded by the California Privacy Rights Act, [removed: and] Nevada Privacy Law, [added: the Colorado Privacy Act, the Utah Consumer Privacy Act, and the Texas Data Privacy and Security Act,] or other [added: legal and] regulatory standards create data privacy rights for users, including more ability to control how their data is shared with third parties.
Risks Related to [removed: Environmental, Social,] [added: Sustainability, Corporate Responsibility,] and [removed: Governance Issues][added: Governance]
[removed: Any] [added: Regulatory requirements related to sustainability matters continue to evolve and any] assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change.
Natural disasters, severe weather such as earthquakes, tornadoes, [added: hurricanes,] wind, floods, droughts, and wildfires may result in significant damage to our properties.
Even if more than one person may have been responsible for the contamination, each person covered by [removed: applicable environmental laws may be held responsible for all of the clean-up costs incurred.]
The presence of hazardous or toxic substances on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a [added: lien in favor of the government for costs it may incur to address the contamination or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral.]
General economic conditions in the United States have fluctuated in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as fluctuating global and United States economic conditions (including elevated interest rates, political dissension, and labor shortfalls).
Additionally, volatility in the financial markets and elevated interest rates could affect our ability to access the capital markets at a time when we desire, or need, to do so which could have an impact on our flexibility to pursue additional growth opportunities and maintain our desired level of revenue growth in the future.
Mandated and proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions.
If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
Current and potential impacts of climate change along with the increased risk of extreme weather events and natural disasters have caused significant increases in our property insurance premiums and may adversely affect the availability and terms of coverage in the future.
See “Risks Related to our Business and Operations — We may suffer losses that are not covered by insurance.” Additionally, “social inflation” caused the cost of general liability claims to rise at a rate above general economic inflation, primarily due to a trend in increasing litigation costs related to unpredictable jury verdicts for plaintiffs seeking large monetary relief for their injuries.
In general, these factors have put pressure on insurance premiums
and made it more challenging to obtain appropriate insurance coverage at reasonable rates without the assumption of increasingly higher levels of self-retained risk.
properties.
us or increased labor costs.
If our assumptions regarding the costs or
Our board of directors periodically reviews and updates the investment policy and also
Such inspection processes may fail to reveal major defects associated with
Managing newly constructed communities presents specific risks to our business, such as the inability to lease newly-constructed rental homes at anticipated rates, resulting in underperformance of investment returns.
Factors such as adverse site selection, inclement weather delaying construction or occupancy, and other risks can exacerbate these challenges.
Failure to achieve occupancy or rental income targets for newly constructed communities may adversely impact our growth and results of operations.
For example, in 2024, various parts of the United States and our properties in Texas, Florida, Atlanta, and the Carolinas were impacted by Hurricanes Beryl, Debby, Helene, and Milton, as well as by wildfires in California and other geographies.
remain obligated under any recourse debt associated with such properties.
In light of the recent change in administration in the United States, there is considerable uncertainty and potential conflict regarding and among existing laws, judicial orders and bans, new presidential executive orders, regulatory frameworks, leadership changes, and enforcement priorities and strategies, further complicating regulatory compliance.
A disparity between federal and state regulations increases the likelihood of heightened state regulatory risk, as compliance with federal standards may not fully align with more stringent or divergent state-level requirements.
organizations at any time with respect to our properties, including prior to acquiring any of our properties or when undertaking renovations of any of our existing properties.
In August 2021, the Federal Trade Commission (“FTC”) initiated an investigation into certain of our business practices, focusing on our general operations and practices during the COVID-19 pandemic.
After fully cooperating with the inquiry and engaging in extensive negotiations, we entered into a stipulated order with the FTC in September 2024, resolving all aspects of the investigation without any admission of liability and agreeing to $48.0 million in monetary relief.
Separately, in July 2024, we reached a settlement agreement in the legal dispute *City of San Diego et al v.
Invitation Homes, Inc*., which fully released INVH without any admission of liability.
In October 2024, $20.0 million from the settlement was disbursed to the plaintiffs.
Until a municipal inspector verifies that the
We may be unaware of or unable to review or comply with HOA rules before purchasing a property, and any such excessively
Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses.
We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability.
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*.
This rule will require registrants to disclose certain climate-related information in registration statements and annual reports.
In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity.
On February 11, 2025, SEC Acting Chairman Mark T.
Uyeda released a public statement and notified the United States Court of Appeals for the Eighth Circuit (where the challenges are consolidated) to hold off scheduling the case for argument to provide time for the SEC to further deliberate and determine next steps.
Therefore, the timing of the effectiveness of these disclosure requirements is uncertain.
We are currently assessing the effect of new rules on our consolidated financial statements and related disclosures.
Additionally, 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, though the Governor of California has directed further consideration of the implementation deadlines for each of the laws.
Both laws have been challenged in federal court.
Unless legal challenges to the foregoing new rules prevail or they are otherwise modified prior to effective dates or the effective dates are delayed, we will become subject to the rules as adopted, and they could significantly increase compliance burdens and associated regulatory costs and complexity.
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.
particular property after it has been damaged or destroyed.
We are employing a business model with a limited track record, which may make our business difficult to evaluate.
Until recently, the single-family rental business was comprised primarily of private and individual investors in local markets and was managed individually or by small, non-institutional owners and property managers.
Our business strategy involves purchasing, renovating, maintaining, and managing a large number of residential properties and leasing them to qualified residents.
Entry into this market by large, well-capitalized investors is a relatively recent trend, so few peer companies exist and none have yet established long-term track records that might assist us in predicting whether our business model and investment strategy can be implemented and sustained over an extended period of time.
It may be difficult to evaluate our potential future performance without the benefit of established long-term track records from companies implementing a similar business model.
We may encounter unanticipated problems as we continue to refine our business model, which may adversely affect our results of operations and ability to make distributions to our stockholders and cause our stock price to decline significantly.
We have a limited operating history.
As a result, an investment in our common stock may entail more risk than an investment in the common stock of a real estate company with a substantial operating history.
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.
behalf of the owner, be able to obtain reimbursement from the resident.
may be disrupted.
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.
In 2023, California also enacted the Voluntary Carbon Market Disclosures Act, which requires companies that operate within the state and make certain climate-related claims to provide enhanced disclosures around the achievement of such claims, starting in 2024.
In March 2022, the SEC issued proposed rules on climate change disclosure requirements that, if adopted as proposed, will require disclosure of extensive and detailed climate-related information, by all registrants, including us.
The final rules have not yet been adopted, and the ultimate scope and impact of the proposed rules on our business remain uncertain.
To the extent new rules, if finalized, impose additional reporting obligations on us, we could face substantial increased costs.
Separately, the SEC has also announced that it is scrutinizing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.
We expect regulatory disclosure requirements related to ESG matters to continue to expand, which has increased, and may continue to increase, our cost and burden of compliance and subject us to increased legal and reputational risk.
Furthermore, global climate change may impact the effect of any and all of these factors.
lien in favor of the government for costs it may incur to address the contamination or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral.
If our ESG practices do not meet investor or other industry stakeholder expectations and standards, which continue to evolve, our reputation and associate retention may be negatively impacted based on an assessment of our ESG practices.
It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption.
In addition, investors may decide to refrain from investing in us as a result of their assessment of our approach to and consideration of the ESG factors.
ESG detractors may criticize our sustainability initiatives or take actions against us like boycotts or adverse media campaigns.
cannot be financed on favorable terms; and (7) the value of the collateral securing our indebtedness may fluctuate and fall below the amount of indebtedness it secures.
credit markets in order to attract financing on reasonable terms.
Disruptions of the securitization market could
In response to increasing inflation, the United States Federal Reserve began to raise short-term interest rates in March 2022 for the first time in over three years and continued raising rates throughout the first half of 2023.
Recently, the Federal Reserve has signaled it expects to hold rates steady.
of our outstanding common stock might receive a premium for their shares of stock over the then current market price of our common stock.
trading price of our common stock, and our ability to satisfy our debt service obligations and to pay dividends to our stockholders.
The remainder of our investments in securities (other than
determined by reference to the adjusted basis of such assets in the hands of such C corporations.
In addition, our charter
An excerpt. Shown here: 40 of 66 rewritten, 40 of 55 added and all 38 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2024 filing and the FY2023 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
248 rewritten, 135 added, 130 removed, 314 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
*For similar operating and financial data and discussion of our results for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021,] [added: 2022,] 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 [removed: 22, 2023] [added: 21, 2024] (the [removed: “2022] [added: “2023] 10-K”).
The sections entitled “Result of Operations — Year Ended December 31, [removed: 2022] [added: 2023] Compared to Year Ended December 31, [removed: 2021”] [added: 2022”] and “Cash Flows — Year Ended December 31, [removed: 2022] [added: 2023] Compared to Year Ended December 31, [removed: 2021”] [added: 2022”] in Part II.
“Management’s Discussion and Analysis of Financial Condition and Result of Operations” of our* [removed: *[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)*] [added: *[2023 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001687229/000168722924000013/invh-20231231.htm)*] *are incorporated herein by reference.*
As of December 31, [removed: 2023,] [added: 2024,] we [added: wholly] own [removed: approximately 85,000] [added: 85,138] homes for [removed: lease] [added: lease, jointly own 7,622 homes for lease, and provide professional third-party property and asset management services for an additional 17,678 homes, all of] which are [removed: located] primarily [added: located] in 16 core markets across the country.
Through disciplined market and asset selection, as well as through strategic mergers and acquisitions, we designed our [added: wholly and jointly] owned [removed: portfolio] [added: portfolios] to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated.
The portfolio of homes we own average approximately 1,880 square feet with three [added: to four] bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than a typical multifamily resident.
[removed: Environmental, Social, and Governance initiatives are] [added: Sustainability is] an important part of our strategic business objectives and [removed: are] [added: is] critical to our long-term success.
Our [removed: mission statement, “Together with you, we make a house a home,” reflects our] commitment to high-touch customer service [removed: that] continuously enhances residents’ living experiences and provides homes where individuals and families can thrive.
In turn, we focus on ensuring that our associates are fairly compensated and that we provide a [removed: diverse, equitable, and inclusive] culture [removed: where they are appreciated for who they are] [added: that values respect, opportunity,] and [removed: what they bring to the business.][added: belonging.]
We also place a strong emphasis on the impact we have in our communities and to the environment in general, and we continue to develop programs that demonstrate [removed: that commitment.][added: those commitments.]
[removed: 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 rising interest rates), higher unemployment levels,] [added: Such macroeconomic factors coupled with] uncertainty in financial [removed: markets (including as a result of events affecting financial institutions, such as recent bank failures), ongoing geopolitical tensions,] [added: markets,] and a general decline in business activity and/or consumer confidence could adversely affect (i) our [added: occupancy levels, our rental rates, and collections, (ii) our] ability to acquire or dispose of [removed: single-family homes, (ii)] [added: properties on economically favorable terms, (iii)] our access to financial markets on attractive terms, or at all, and [removed: (iii)] [added: (iv)] the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill.
[removed: High levels of inflation,] [added: Inflationary pressures,] bank failures, and [removed: rising interest rates] [added: other unfavorable global and regional economic conditions, as well as geopolitical events,] may also negatively impact consumer income, credit availability, [added: interest rates,] 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.
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 [removed: economic] [added: macroeconomic] factors.
“Risk Factors — Risks Related to Our Business Environment and Industry — Our operating results are subject to general economic conditions and risks associated with our real estate [removed: assets” of our Annual Report on Form 10-K.][added: assets.”]
[removed: Consequences] [added: Potential consequences] of global climate change [added: may] range from more frequent extreme weather events to [removed: 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.
[removed: Government authorities and various interest groups] [added: We] are [removed: promoting] [added: subject to evolving] laws and regulations relating to climate change, [added: promulgated by governmental and regulatory organizations,] including regulations aimed at drastically increasing reporting and governance related to climate change as well as focused on limiting GHG emissions and the implementation of “green” building codes.
[removed: The] [added: Additionally, 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, [removed: unless] [added: though] the [removed: laws are modified prior to such date.][added: Governor of California has directed further consideration of the implementation deadlines for each of the laws.]
[removed: These] [added: Evolving] laws and regulations [added: or any changed interpretation of such laws and regulations] may require us to make costly improvements to our existing properties beyond our current plans to decrease the impact of our homes on the environment, resulting in increased operating costs.
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 [removed: conditions,] [added: conditions] or undertaken [removed: to satisfy demand from increasingly environmentally conscious residents or to meet our own sustainability goals, could raise our costs to maintain our homes.]
We [removed: 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 [removed: concerns,] [added: concerns] and to meet growing resident demand for resource-efficient homes, as further discussed in Part I.
We recognize that climate change could have a significant impact on our portfolio of homes located in a variety of [added: markets across the] United States [removed: markets] and that an increase in the number of acute weather events, natural disasters, and other climate-related events could significantly impact our business, operations, and homes.
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 [added: our business processes.]
We [removed: take a proactive approach to protect our properties against potential risks related to climate change and business interruptions, and we] recognize that we must continue to adapt our policies, objectives, and processes to prepare for such events and improve the resiliency of our physical properties and our business.
The process to identify, manage, and integrate climate-change risk is part of our [added: comprehensive] enterprise risk management program.
“Risk Factors — Risks Related to [removed: Environmental, Social,] [added: Sustainability, Corporate Responsibility,] and Governance [removed: 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 [removed: environmental, social, governance, or] sustainability responsibilities, which could result in additional costs or risks and adversely impact our reputation, associate [added: attraction and] retention, and ability to raise [removed: capital from such investors.”][added: capital.”]
We are in the process of responding [removed: to] [added: to,] and cooperating [removed: with] [added: with,] this request.
We cannot currently predict the timing, outcome, or scope of [removed: the ongoing inquiries.][added: this inquiry.]
The following table provides summary information regarding our total and Same Store portfolios as of and for the year ended December 31, [removed: 2023] [added: 2024] as noted below:
(2)Represents average occupancy for the year ended December 31, [removed: 2023.][added: 2024.]
(3)Represents average monthly rent for the year ended December 31, [removed: 2023.][added: 2024.]
(4)Represents the percentage of rental revenues and other property income generated in each market for the year ended December 31, [removed: 2023.][added: 2024.]
(5)Represents homes located outside of our 16 core [removed: markets, including those acquired] [added: markets] as [removed: part] of [removed: our July 2023 portfolio acquisition] [added: December 31, 2024, including 161 homes located in Nashville and 4 homes located in other markets] that are generally being held for [removed: sale or evaluated for disposition once they become vacant.][added: sale.]
Sensitivity to many of these factors has been heightened as a result of current macroeconomic conditions, including [removed: rapidly accelerating economic inflation, bank failures, and increasing] [added: elevated] interest [removed: rates.][added: rates, political dissension, and labor shortfalls.]
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: 72.3%] [added: 72.1%] of our rental revenues and other property income during the year ended December 31, [removed: 2023.][added: 2024.]
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 [removed: rising inflation, bank failures, and] [added: elevated] interest [removed: rates] [added: rates, political dissension, and labor shortfalls] which could adversely affect demand for our properties.
As a result of [removed: current] [added: recent] inflationary trends, we have experienced, and expect to continue to incur, increased costs for certain materials and services necessary to improve and maintain our homes.
All of these factors may be negatively impacted by current inflationary trends and [removed: rising] [added: elevated] interest rates, potentially reducing the number of homes we acquire.
Additionally, we [removed: typically] incur costs to renovate a home to prepare it for rental.
[removed: The] scope of renovation work varies, but may include paint, flooring, carpeting, cabinetry, appliances, plumbing [added: hardware, roof replacement, HVAC replacement, and other items required to prepare the home for rental.]
General economic conditions in the United States have fluctuated in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as inflation, elevated interest rates, political dissension, and labor shortfalls.
Mandated and proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions.
If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
While the degree to which we may continue to be affected by these macroeconomic challenges largely depends on the nature and duration of uncertain and unpredictable events, we believe that we are well suited to endure a shifting macroeconomic environment due to our diversification and resiliency.
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*.
This rule will require registrants to disclose certain climate-related information in registration statements and annual reports.
In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity.
On February 11, 2025, SEC Acting Chairman Mark T.
Uyeda released a public statement and notified the United States Court of Appeals for the Eighth Circuit (where the challenges are consolidated) to hold off scheduling the case for argument to provide time for the SEC to further deliberate and determine next steps.
Therefore, the timing of the effectiveness of these disclosure requirements is uncertain.
We are currently assessing the effect of new rules on our consolidated financial statements and related disclosures.
Both laws have been challenged in federal court.
Unless legal challenges to the foregoing new rules prevail or they are otherwise modified prior to effective dates or the effective dates are delayed, we will become subject to the rules as adopted, and they could significantly increase compliance burdens and associated regulatory costs and complexity.
Disclosure obligations relating to sustainability matters are complex and not always consistent, making compliance difficult and uncertain.
to satisfy demand from increasingly environmentally conscious residents or to meet our own sustainability goals, could raise our costs to maintain our homes.
We intend to continue to research, evaluate, and utilize new or improved products and business practices consistent with our sustainability commitment.
“Business — Sustainability and Corporate Responsibility.”
Our board of directors, through its Audit Committee and Nominating and Corporate Governance Committee, is responsible for oversight of our management of risks related to environmental issues, climate related risks, and social issues.
Our executive leadership regularly reports to the board of directors and the relevant committees on these risk areas and our initiatives for managing and mitigating these risks.
By taking a proactive approach to climate-related risk, we aim to remain well-prepared for various climate scenarios, supporting our commitment to transparency and effective risk management.
| Southern California | | | | | | 7,326 | | | | | | 96.5% | | | | | | $3,085 | | | | | | $1.81 | | | | | | 11.1 | | % | | | |
| Northern California | | | | | | 4,127 | | | | | | 97.5% | | | | | | 2,720 | | | | | | 1.72 | | | | | | 5.8 | | % | | | |
| Seattle | | | | | | 3,957 | | | | | | 97.3% | | | | | | 2,863 | | | | | | 1.49 | | | | | | 5.8 | | % | | | |
| Phoenix | | | | | | 9,246 | | | | | | 97.0% | | | | | | 2,049 | | | | | | 1.21 | | | | | | 9.7 | | % | | | |
| Las Vegas | | | | | | 3,405 | | | | | | 96.7% | | | | | | 2,192 | | | | | | 1.12 | | | | | | 3.8 | | % | | | |
| Denver | | | | | | 2,728 | | | | | | 96.8% | | | | | | 2,547 | | | | | | 1.39 | | | | | | 3.4 | | % | | | |
| Western United States Subtotal | | | | | | 30,789 | | | | | | 96.9% | | | | | | 2,553 | | | | | | 1.46 | | | | | | 39.6 | | % | | | |
| South Florida | | | | | | 8,180 | | | | | | 96.4% | | | | | | 3,015 | | | | | | 1.61 | | | | | | 12.1 | | % | | | |
| Tampa | | | | | | 9,543 | | | | | | 94.0% | | | | | | 2,286 | | | | | | 1.21 | | | | | | 10.6 | | % | | | |
| Orlando | | | | | | 6,794 | | | | | | 96.2% | | | | | | 2,232 | | | | | | 1.19 | | | | | | 7.6 | | % | | | |
| Jacksonville | | | | | | 2,005 | | | | | | 96.8% | | | | | | 2,171 | | | | | | 1.09 | | | | | | 2.2 | | % | | | |
| Florida Subtotal | | | | | | 26,522 | | | | | | 95.4% | | | | | | 2,494 | | | | | | 1.32 | | | | | | 32.5 | | % | | | |
| Atlanta | | | | | | 12,623 | | | | | | 95.3% | | | | | | 2,030 | | | | | | 0.98 | | | | | | 12.6 | | % | | | |
| Carolinas | | | | | | 6,005 | | | | | | 94.6% | | | | | | 2,047 | | | | | | 0.96 | | | | | | 5.5 | | % | | | |
| Southeast United States Subtotal | | | | | | 18,628 | | | | | | 95.1% | | | | | | 2,036 | | | | | | 0.98 | | | | | | 18.1 | | % | | | |
| Houston | | | | | | 2,347 | | | | | | 95.0% | | | | | | 1,915 | | | | | | 0.96 | | | | | | 2.2 | | % | | | |
| Dallas | | | | | | 3,158 | | | | | | 93.6% | | | | | | 2,248 | | | | | | 1.09 | | | | | | 3.4 | | % | | | |
| Texas Subtotal | | | | | | 5,505 | | | | | | 94.0% | | | | | | 2,103 | | | | | | 1.04 | | | | | | 5.6 | | % | | | |
| Chicago | | | | | | 2,468 | | | | | | 96.9% | | | | | | 2,381 | | | | | | 1.48 | | | | | | 2.8 | | % | | | |
| Minneapolis | | | | | | 1,061 | | | | | | 95.9% | | | | | | 2,308 | | | | | | 1.18 | | | | | | 1.2 | | % | | | |
Item 7.
For example, we have experienced and continue to expect higher levels of bad debt expense compared to pre-COVID averages, as it continues to take longer to address residents who are not current with their rent.
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.
“Business — Environmental, Social, and Governance.”
our business processes.
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.
In 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 requirements, cooperation with impacted residents to use federal assistance funds as an alternative to eviction, and our activities in the housing market.
We have responded to and have cooperated with these inquiries and information requests.
In August 2021, we received a letter from the staff of the Federal Trade Commission requesting information as to how we conduct our business generally and during the COVID-19 pandemic specifically.
We are in the process of responding to and cooperating with this request.
| 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.
hardware, roof replacement, HVAC replacement, and other items required to prepare the home for rental.
| Total revenues | | | | | | 2,432,278 | | | | | | 2,238,121 | | | | | | 194,157 | | | | | | 8.7 | | % | | | |
| Total expenses | | | | | | 2,074,828 | | | | | | 1,919,215 | | | | | | 155,613 | | | | | | 8.1 | | % | | | |
| Net income | | | | | | $ | 521,028 | | | | | $ | 384,799 | | | | | $ | 136,229 | | | | | 35.4 | | % | | | |
The increase in annual turnover and days to re-resident resulted in an overall decrease in average Same Store occupancy on a year over year basis.
An excerpt. Shown here: 40 of 248 rewritten, 40 of 135 added and 40 of 130 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6 rewritten, 0 added, 0 removed, 21 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
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, [removed: unfavorable] [added: fluctuating] global and United States economic conditions (including inflation, [removed: rising] [added: elevated] interest rates, and bank failures), geopolitical tensions, and other factors that are beyond our control.
As of December 31, [removed: 2023,] [added: 2024,] our [removed: $3,868.0] [added: $3,045.0] million of outstanding variable-rate debt was comprised of [removed: borrowings on our mortgage loans] [added: Revolving Facility] of [removed: $643.0 million] [added: $570.0 million,] and Term Loan Facilities of [removed: $3,225.0] [added: $2,475.0] million.
As of December 31, [removed: 2023,] [added: 2024,] we had effectively converted [removed: 98.8%] [added: 76.4%] of these borrowings to a fixed rate through interest rate swap agreements.
Our variable-rate borrowings bear interest at [removed: Adjusted SOFR] [added: SOFR, as adjusted if appropriate,] 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: Adjusted] SOFR, collectively, on our annual interest expense would be an estimated increase or decrease of [removed: $0.5] [added: $7.2] million.
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: 2023.][added: 2024.]
Item 1. BUSINESS
54 rewritten, 50 added, 89 removed, 220 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
As of December 31, [removed: 2023,] [added: 2024,] we [added: wholly] own [removed: approximately 85,000] [added: 85,138] homes for [removed: lease] [added: lease, jointly own 7,622 homes for lease, and provide professional third-party property and asset management services for an additional 17,678 homes, all of] which are [removed: located] primarily [added: located] in 16 core markets across the country.
Through disciplined market and asset selection, as well as through strategic mergers and acquisitions, we designed our [added: wholly and jointly] owned [removed: portfolio] [added: portfolios] to capture the operating benefits of local density as well as economies of scale that we believe cannot be readily replicated.
The portfolio of homes we own average approximately 1,880 square feet with three [added: to four] bedrooms and two bathrooms, appealing to a resident base that we believe is less transitory than a typical multifamily resident.
[removed: Environmental, social, and governance (“ESG”) initiatives are] [added: Sustainability is] an important part of our strategic business objectives and [removed: are] [added: is] critical to our long-term success.
Our [removed: mission statement, “Together with you, we make a house a home,” reflects our] commitment to high-touch customer service [removed: that] continuously enhances residents’ living experiences and provides homes where individuals and families can thrive.
In turn, we focus on ensuring that our associates are fairly compensated and that we provide a [removed: diverse, equitable, and inclusive] culture [removed: where they are appreciated for who they are] [added: that values respect, opportunity,] and [removed: what they bring to the business.][added: belonging.]
We also place a strong emphasis on the impact we have in our communities and to the environment in general, and we continue to develop programs that demonstrate [removed: that commitment.][added: those commitments.]
As of December 31, [removed: 2023,] [added: 2024,] 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.
Our principal executive offices are located at [removed: 1717 Main Street,] [added: 5420 LBJ Freeway,] Suite [removed: 2000,] [added: 600,] Dallas, Texas [removed: 75201,] [added: 75240,] and our telephone number is (972) 421-3600.
On a national level we are also able to standardize resident leases, employ a consistent approach to resident screening and leasing operations, and utilize [removed: dynamic, rules-based] [added: a tailored] pricing [removed: tools informed by] [added: tool that analyzes publicly available data to reflect] local market conditions.
We believe the advantages of our integrated acquisition platform and local market expertise drive the performance of our existing total portfolio of [removed: 84,567] [added: 85,138] owned homes as of December 31, [removed: 2023] [added: 2024,] as well as the portfolio of homes we [added: jointly own with or] manage on behalf of others.
We have developed and employ a highly scalable, vertically integrated, and resident-centric property management service platform, referred to as “ProCare.” All of our property management functions have been internally managed since our founding in 2012, and we have implemented an extensive property management infrastructure, including an online resident portal, smart home technology, a mobile app for residents to schedule and track maintenance requests, a technology suite to manage work orders and associate schedules, dedicated in-market associates, and local offices in each of our [added: core] markets.
All of our local market associates are supported by our centralized national infrastructure, which allows us to deploy best practices and [removed: standardization] [added: standardized processes] where appropriate.
We establish and manage rental rates based on a [removed: dynamic, rules-based] [added: tailored] pricing tool that [removed: is informed by] [added: analyzes publicly available data to reflect] local market conditions, including a competitive analysis of market rents for institutional single-family rental properties, [added: as well as] 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.
Prospective residents may submit an application [added: through our proprietary mobile app or] on our website.
[removed: Our resident engagement and social following] continue to grow, owing partially to positive feedback from residents, who specifically mention our [removed: approachable] lifestyle and home maintenance [removed: content that helps them make a house a home.][added: content.]
The associates in each of our markets are responsible for property repairs and [removed: maintenance and] [added: maintenance, as well as] resident relations.
In coordination with a third-party vendor, we offer a 24/7 emergency telephone line to handle after-hours maintenance issues on [added: an expedited basis as needed, and our residents can also contact us through our mobile app, our online resident portal, our call centers, or our local property management offices.]
In addition, our in-house [removed: maintenance] [added: market-based] associates conduct [removed: periodic] ProCare visits [added: with residents at move-in, 45 days after move-in, and prior] to [removed: our properties] [added: move-out] to help foster positive, long-term relationships with our residents, track and report maintenance needs effectively, [removed: conduct preventive maintenance,] and [removed: ensure] [added: support] compliance with lease terms, local laws, and HOA rules and regulations.
These consultations allow us to notify residents of any repairs they may need to undertake prior to moving out of the property, such as removing scuff marks or landscaping [removed: maintenance, in order to avoid forfeiture of part or all of their security deposit.][added: maintenance.]
Our strategy targets both existing homes [removed: via MLS or] through portfolio acquisitions [added: or via MLS] and newly constructed homes via strategic relationships with homebuilders.
As a result of our large existing portfolio and volume of acquisitions to date, we believe we have a high degree of visibility into [added: publicly available market data on] rental rates and fixed and controllable operating expenses, which allows us to more accurately underwrite expected net yields of homes prior to acquisition.
To identify investment [added: and acquisition] opportunities, we [removed: also collaborate] [added: engage] with local market real estate brokers, homebuilders, and strategic third-party technology [removed: platforms, which we leverage to source off-market acquisition opportunities.][added: platforms.]
[removed: We believe we have a proven ability to optimize sales prices while reducing both time to sell and selling costs by utilizing] [added: By leveraging] multiple distribution [removed: channels,] [added: channels —] including bulk portfolio sales, our “Resident First Look” program (which facilitates home sales to our current residents), direct-to-market sales, and [removed: MLS.][added: MLS — we can facilitate efficient and well-targeted transactions.]
We believe the significant local density of our portfolio, which averages approximately 5,000 homes in each of our core markets as of December 31, [removed: 2023,] [added: 2024,] allows us to selectively sell properties without sacrificing the operating efficiency of our concentrated scale.
As one of the nation’s premier home leasing companies, we have an opportunity to make a profound impact through sustainability [removed: initiatives as we seek to embody our values of Unshakeable Integrity, Genuine Care, Continuous Excellence,] and [removed: Standout Citizenship.][added: corporate responsibility initiatives.]
[removed: As outlined in our 2022 ESG update, *Bringing Sustainability Home,* we] [added: We] are committed to incorporating sustainability [removed: efforts] [added: and corporate responsibility considerations] into our strategy, processes, and operations.
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 1,555] [added: 1,750] dedicated full-time associates, which we supplement with temporary and contract resources as needed.
From our focus on associates’ well-being, health, and safety to our support of a [removed: DE&I] [added: supportive and collaborative] culture, we [removed: treat each other fairly and] act with honesty, integrity, and respect.
Your Voice.* We continue to achieve high participation by our associates, with [removed: 86%] [added: 82%] of our associates sharing feedback at least once in [removed: 2023.][added: 2024.]
We believe meaningful actions based on associate feedback provided by the surveys have resulted, and will continue to result, in ongoing high engagement with our associates as evidenced by our strong associate Net Promoter Score of [removed: 65] [added: 60] at the end of [removed: 2023,] [added: 2024,] compared to a benchmark of [removed: 32.][added: 33.]
We were recognized by Comparably in [removed: 2023] [added: 2024] for Best Company for Career Growth.
[removed: We are committed to accelerating the development of our leaders through various] [added: These] programs [removed: such as “Leadership Essentials,” a program] [added: are] designed to build capable and confident leaders that can lead and inspire [removed: a diverse workforce] in an ever-changing environment.
In [removed: 2023,] [added: 2024,] we [removed: launched] [added: facilitated] the [removed: second] [added: third] cohort of “Peak,” an immersive six-month leadership development program for 25 [removed: emerging] [added: high potential] leaders.
This commitment to leadership development resulted in Invitation Homes being recognized by Comparably in [removed: 2023] [added: 2024] as having [added: the] Best Company [added: for] Leadership.
Another component of our *Total Value* offering for associates is our holistic wellness program, which is designed to enhance mental, physical, and financial [removed: wellbeing.][added: well-being.]
Our [removed: 2023] [added: 2024] incident rate was 3.39, compared to [removed: 3.49] [added: 3.39] in [removed: 2022] [added: 2023] and [removed: 3.26] [added: 3.49] in [removed: 2021.][added: 2022.]
[removed: Our] [added: We have adopted a] Vendor Code of Conduct [removed: is an extension of] [added: that extends] our values to [removed: our] [added: company] vendors and [removed: serves to highlight] [added: highlights] our commitment to ethical business [removed: practices] [added: practices, fair] and [added: safe labor conditions, the protection of human rights, sustainability, and] regulatory compliance.
We also believe our business has a positive economic impact on the communities in which we operate, through improved neighborhoods that benefit from our home renovations, the value of our local teams living in and contributing to the local economy, [removed: and] the payment of real estate [removed: taxes] [added: taxes,] and [added: the] purchase of local goods and services.
Our Code of Conduct drives our daily decisions, demonstrating our commitment to be a responsible corporate citizen and a good business [removed: partner.][added: partner, and our actions are guided by our company’s core values.]
Multiple channels are utilized to communicate with prospective residents, including automated email and texts, associate correspondence, and the new addition of an AI leasing assistant.
Our brand is differentiated through our commitment to providing high-quality living solutions and a professional property management team to support our residents, reflective of the needs of the rising generation of millennial renters.
The ease of leasing through our technology, the Genuine Care from our teams, and our exceptional value-add services help our residents live the worry-free leasing lifestyle.
Our resident engagement and social following
We believe our approach helps streamline the disposition process and minimize costs.
Sustainability and Corporate Responsibility
We are committed to engaging with our communities to make meaningful and long-lasting impacts on those around us.
We are dedicated to fostering a better way of living for our residents and empowering our associates to advance efforts that make our company more innovative and our processes more sustainable.
We are committed to implementing programs that align with our values and reflect our dedication to providing a high-quality resident experience.
We are equally dedicated to upholding the ethical standards and responsible business practices that are integral to our culture.
We focus on ensuring that our residents live in high-quality homes and enjoy a worry-free leasing lifestyle, with access to professional services and Genuine Care.
Our scale enables us to offer enhanced services and exclusive offers that further improve the leasing experience.
We are equally committed to remaining true to the values, ethics, and responsible business practices that we embed in our culture.
Our board of directors maintains ultimate oversight of our sustainability strategy.
The Nominating and Corporate Governance Committee of the board monitors and oversees our sustainability efforts, initiatives, and policies.
Our executive leadership takes a hands-on role in furthering strategy and in ensuring that we are accurately following and reporting on corporate responsibility activities and outcomes.
Our efforts aim to foster a workplace culture that values respect, opportunity, and belonging.
We support fair access to opportunities through our hiring practices and are committed to fair practices that ensure a level playing field for all associates.
The investment in our people is directly linked to our strategic business initiatives and measured by those outcomes.
In 2024, we were recognized for our company culture through several external awards, including U.S. News Best Companies to Work for in Real Estate, and Best Companies to Work for in the South.
We are committed to accelerating the development of our leaders through various programs such as “Leadership Foundations,” “Leading through Change,” and our operations management training.
We also launched “Spark,” the next level leadership program focused on emerging leaders.
In addition, we offered customized talent management solutions, including Stand Out assessments, leadership assimilations, team building activities, and more.
We are committed to exercising and maintaining strong corporate governance practices, while integrating corporate responsibility and sustainability considerations into our decision-making processes.
The Code of Conduct articulates these tenets and sets forth our principles, expectations, and guidelines for appropriate business behavior.
We have established a whistleblower policy, enabling associates to report concerns confidentially and anonymously.
This policy includes comprehensive procedures for the receipt, retention, investigation, and treatment of reports.
This code defines the expectations we hold for our vendors to align with the standards we strive to uphold in every aspect of our operations.
Risk and Insurance
property and asset management services similar to those that we provide.
Inflation and Macroeconomic Conditions
Additionally, increased interest rates, political dissension, and fluctuating global and United States economic conditions, geopolitical tensions, and other factors that are beyond our control could negatively affect our business and financial condition.
Mandated and proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions.
If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock.
Our business operations and properties are subject to various federal, state, and local laws, regulations, ordinances, and rules, as well as covenants, some of which may conflict with one another or have limited judicial or regulatory interpretations.
In light of the recent change in administration in the United States, there is considerable uncertainty and potential conflict regarding and among existing laws, judicial orders and bans, new presidential executive orders, regulatory frameworks, leadership changes, and enforcement priorities and strategies, further complicating compliance with such laws, orders and regulations.
Residential Housing Legislation and Regulations
Legislative and regulatory efforts across the United States have increasingly focused on addressing the shortage of residential housing and the rising cost of living.
In response, some states and local jurisdictions have introduced or enacted regulations that limit landlords’ ability to screen applicants, raise rents, process evictions, or terminate leases.
We are closely monitoring developments related to such regulations.
an expedited basis as needed, and our residents can also contact us through our mobile app, our online resident portal, our call centers, or our local property management offices.
Environmental, Social, and Governance
Our mission statement “Together with you, we make a house a home” reflects our efforts to create an exceptional leasing experience for our residents, a workplace where our associates can thrive, and ESG practices that contribute to a more inclusive, equitable, and sustainable world.
We believe that integrating ESG initiatives into our strategic business objectives is part of our long-term success, and we continue to evolve our corporate strategy to meet sustainability and social responsibility commitments.
To that end, our in-house ESG professionals and a cross-functional task force of associates ensure consistent attention and focus on ESG matters.
In addition, the Nominating and Corporate Governance Committee of the board of directors is responsible for monitoring,
reviewing, and providing oversight of our ESG strategy, initiatives, and policies via periodic updates from management regarding our ESG activities and progress.
We also believe in the value of feedback, and we hold ourselves accountable.
We participate in the GRESB Real Estate Assessment for a third-party evaluation of our ESG performance, and we are the first United States REIT to link the pricing of a revolving credit facility to our GRESB score.
Through our integrated and ongoing approach to sustainability and corporate responsibility, we seek to drive positive change and create value for our stakeholders.
Our guiding social responsibility, business, and workplace policies apply to our directors, officers, associates, and vendors.
These policies apply to all activities undertaken by or on behalf of Invitation Homes anywhere we operate.
Among other things, these policies encompass community and associate engagement, diversity, equity, and inclusion (“DE&I”), human rights, corporate governance and ethics, and environmental initiatives.
Environmental Stewardship
We are committed to sustainability and being a good corporate citizen.
We focus on environmental sustainability because we recognize that the operation of our assets, how our associates manage and conduct our business, and how our residents use their homes can have a meaningful impact on the environment.
While each resident is solely responsible for utility expenses related to energy and water usage, we seek to address environmental impacts within our control and encourage our residents to do the same in their homes.
Social Responsibility
We strive to provide a work environment that attracts, develops, and retains top talent by creating an engaging work experience with opportunities for development.
Further, our engagement with residents, community members, vendors, and others helps build strong connections that benefit our communities.
*Residents*
By offering quality homes in attractive neighborhoods, we believe we give residents the choice to lease a home in a community that may not have otherwise been attainable.
We strive to provide our residents with a worry-free leasing lifestyle through service that includes welcoming them with an in-person home orientation at move-in, making their lives easier with our smart home technology and other value-add service offerings, providing 24/7 maintenance combined with our ProCare property management platform, and surveying residents to ask for feedback that can help us make their experience even better.
We have successfully driven consistently high resident satisfaction by promoting a culture of Genuine Care, including through a formal recognition program and by linking a portion of all operational associates’ compensation to resident satisfaction.
Maintaining consistent and transparent communication with our residents is a priority.
In the last few years, we have updated resources on our external website to promote transparency, including:
- a step-by-step guide to our application process, including detailed qualification requirements, for potential residents;
- a detailed move-out guide to inform residents of the steps to take when moving out of one of our homes, as well as tips on how to receive their full security deposit back; and
- a detailed list of lease components such as rent, utility reimbursements, value-add services, and related fees to build awareness of the residents’ service selections and the charges they are responsible for when they lease a home.
We also believe it is important to listen to our residents, and we take their feedback to heart in our quest to continuously enhance the Genuine Care we provide.
We survey residents at each key step in their journey with Invitation Homes, such as at move-in and move-out, and after every maintenance interaction they have with an Invitation Homes associate or vendor.
We use this feedback and other information to hold ourselves accountable, with 100% of our operational associates having a portion of their compensation tied directly to resident satisfaction survey scores.
We also use feedback from surveys and focus groups to help inform new service offerings and enhancements we make to the resident experience.
In addition to our website and resident surveys, we engage with our residents through monthly resident newsletters, blog posts, and social media campaigns and contests.
Our all-time company rating of 4.2 on Google and Yelp combined, our A+ rating with the Better Business Bureau (“BBB”), and our BBB accreditation evidence our commitment to resident satisfaction.
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.
An excerpt. Shown here: 40 of 54 rewritten, 40 of 50 added and 40 of 89 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Cover and table of contents
33 rewritten, 5 added, 7 removed, 151 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
| | | | | | | For the fiscal year ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $21.1] [added: $21.9] billion (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).
As of February [removed: 20, 2024,] [added: 26, 2025,] there were [removed: 611,958,239] [added: 612,689,592] 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: 2024] [added: 2025] annual meeting of stockholders (the [removed: “2024] [added: “2025] 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](#i5be583adfb6946878441d48e940116e3_334)] [added: [19](#i1e6fe245b6024fbd817a2bdbd881cef9_304)] | | |
| Item | | | 1B. | | | Unresolved Staff Comments | | | [removed: [51](#i5be583adfb6946878441d48e940116e3_337)] [added: [50](#i1e6fe245b6024fbd817a2bdbd881cef9_289)] | | |
| Item | | | 1C. | | | Cybersecurity | | | [removed: [51](#i5be583adfb6946878441d48e940116e3_3045)] [added: [50](#i1e6fe245b6024fbd817a2bdbd881cef9_292)] | | |
| Item | | | 3. | | | Legal Proceedings | | | [removed: [53](#i5be583adfb6946878441d48e940116e3_235)] [added: [53](#i1e6fe245b6024fbd817a2bdbd881cef9_235)] | | |
| Item | | | 4. | | | Mine Safety Disclosures | | | [removed: [53](#i5be583adfb6946878441d48e940116e3_247)] [added: [53](#i1e6fe245b6024fbd817a2bdbd881cef9_247)] | | |
| Item | | | 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | [removed: [54](#i5be583adfb6946878441d48e940116e3_319)] [added: [54](#i1e6fe245b6024fbd817a2bdbd881cef9_298)] | | |
| Item | | | 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [56](#i5be583adfb6946878441d48e940116e3_169)] [added: [56](#i1e6fe245b6024fbd817a2bdbd881cef9_166)] | | |
| Item | | | 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [79](#i5be583adfb6946878441d48e940116e3_220)] [added: [78](#i1e6fe245b6024fbd817a2bdbd881cef9_220)] | | |
| Item | | | 8. | | | Financial Statements and Supplementary Data | | | [removed: [80](#i5be583adfb6946878441d48e940116e3_265)] [added: [79](#i1e6fe245b6024fbd817a2bdbd881cef9_316)] | | |
| Item | | | 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [80](#i5be583adfb6946878441d48e940116e3_268)] [added: [79](#i1e6fe245b6024fbd817a2bdbd881cef9_319)] | | |
| Item | | | 9A. | | | Controls and Procedures | | | [removed: [80](#i5be583adfb6946878441d48e940116e3_223)] [added: [79](#i1e6fe245b6024fbd817a2bdbd881cef9_223)] | | |
| Item | | | 9B. | | | Other Information | | | [removed: [83](#i5be583adfb6946878441d48e940116e3_271)] [added: [82](#i1e6fe245b6024fbd817a2bdbd881cef9_322)] | | |
| Item | | | 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection | | | [removed: [83](#i5be583adfb6946878441d48e940116e3_271)] [added: [82](#i1e6fe245b6024fbd817a2bdbd881cef9_322)] | | |
| Item | | | 10. | | | Directors, Executive Officers, and Corporate Governance | | | [removed: [84](#i5be583adfb6946878441d48e940116e3_277)] [added: [83](#i1e6fe245b6024fbd817a2bdbd881cef9_346)] | | |
| Item | | | 11. | | | Executive Compensation | | | [removed: [84](#i5be583adfb6946878441d48e940116e3_280)] [added: [83](#i1e6fe245b6024fbd817a2bdbd881cef9_349)] | | |
| Item | | | 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [84](#i5be583adfb6946878441d48e940116e3_283)] [added: [83](#i1e6fe245b6024fbd817a2bdbd881cef9_352)] | | |
| Item | | | 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [84](#i5be583adfb6946878441d48e940116e3_286)] [added: [83](#i1e6fe245b6024fbd817a2bdbd881cef9_355)] | | |
| Item | | | 14. | | | Principal Accountant Fees and Services | | | [removed: [84](#i5be583adfb6946878441d48e940116e3_289)] [added: [83](#i1e6fe245b6024fbd817a2bdbd881cef9_358)] | | |
| Item | | | 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [85](#i5be583adfb6946878441d48e940116e3_295)] [added: [84](#i1e6fe245b6024fbd817a2bdbd881cef9_310)] | | |
| Item | | | 16. | | | Form 10-K Summary | | | [removed: [90](#i5be583adfb6946878441d48e940116e3_298)] [added: [89](#i1e6fe245b6024fbd817a2bdbd881cef9_313)] | | |
| [Exhibit [removed: Index](#i5be583adfb6946878441d48e940116e3_253)] [added: Index](#i1e6fe245b6024fbd817a2bdbd881cef9_253)] | | | | | | | | | | | |
| [removed: [Signatures](#i5be583adfb6946878441d48e940116e3_259)] [added: [Signatures](#i1e6fe245b6024fbd817a2bdbd881cef9_259)] | | | | | | | | | | | |
Such forward-looking statements are subject to various risks and uncertainties [removed: as] [added: that may impact our financial condition, results of operations, cash flows, business, associates, and residents, including those] 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, [added: development and use of artificial intelligence (“AI”),] risks related to our indebtedness, risks related to the potential negative impact of [removed: unfavorable] [added: fluctuating] global and United States economic conditions (including [removed: inflation and interest rates),] [added: inflation),] uncertainty in financial markets (including [removed: due to bank failures),] [added: as a result of events affecting financial institutions),] geopolitical tensions, natural disasters, climate change, and public health [removed: crises, on our financial condition, results of operations, cash flows, business, associates, and residents.][added: crises.]
- Our operating results are subject to risks associated with our real estate assets, as well as [removed: unfavorable] [added: fluctuating] global and United States economic conditions, [added: political dissension, inflation, higher interest rates,] uncertainty in financial [removed: markets (including due to bank failures),] [added: markets,] and geopolitical tensions;
- evaluation of properties based on potentially inaccurate [removed: assumptions][added: assumptions;]
- Compliance with [removed: governmental laws, regulations,] [added: evolving] and [removed: covenants,] [added: sometimes inconsistent federal, state, and local laws and regulatory requirements,] including expanding tenant 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;
- We are highly dependent on information systems, and system failures, security breaches, and our use of emerging technologies such as [removed: artificial intelligence] [added: AI] could disrupt our business and present business, reputational, legal, and compliance risks;
- We are subject to risks related to [removed: environmental, social,] [added: sustainability, corporate responsibility,] and governance issues, including risks from natural disasters, environmentally hazardous conditions, and physical and transitional climate change risks;
[removed: *•*“core markets” represent the] [added: Our current] 16 [added: core] markets [added: are] identified on our portfolio table in Part II.
| | | | 5420 LBJ Freeway, | | | | | | | | | | | | | | | Suite 600 | | | | | | | | | | | | | | | | | | | | | 75240 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Item | | | 1. | | | Business | | | [8](#i1e6fe245b6024fbd817a2bdbd881cef9_280) | | |
| Item | | | 2. | | | Properties | | | [53](#i1e6fe245b6024fbd817a2bdbd881cef9_295) | | |
| Item | | | 6. | | | Reserved | | | [55](#i1e6fe245b6024fbd817a2bdbd881cef9_301) | | |
- “core markets” refers to markets where we have meaningful scale and the ability to conduct business using our existing operating platform.
| | | | 1717 Main Street, | | | | | | | | | | | | | | | Suite 2000 | | | | | | | | | | | | | | | | | | | | | 75201 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Item | | | 1. | | | Business | | | [8](#i5be583adfb6946878441d48e940116e3_325) | | |
| Item | | | 2. | | | Properties | | | [53](#i5be583adfb6946878441d48e940116e3_340) | | |
| Item | | | 6. | | | Reserved | | | [55](#i5be583adfb6946878441d48e940116e3_322) | | |
- We are employing a business model with a limited track record, which may make our business difficult to evaluate;
- “SWH” refers to Starwood Waypoint Homes.
On November 16, 2017, INVH and certain of its affiliates entered into a series of transactions with SWH and certain SWH affiliates, which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities;
Item 1C. CYBERSECURITY
10 rewritten, 29 added, 1 removed, 36 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
We assess our cybersecurity risk management program at least annually and regularly review our cyber incident response [removed: plan and conduct cybersecurity tabletop exercises.][added: plan.]
We also partner with industry leading third parties for regular security [removed: audits.][added: audits to ensure we view cybersecurity with a holistic perspective.]
[removed: In addition, where] [added: 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.
As of December 31, [removed: 2023,] [added: 2024,] we [removed: have] [added: do] not [removed: identified] [added: believe that] any risks from [added: any] cybersecurity [removed: threats (including] [added: threats, including as a result of] any previous cybersecurity [removed: incidents) that] [added: incidents,] have materially affected [removed: the Company,] [added: or are reasonably likely to materially affect us, including] our business strategy, our results of operations, or our financial condition.
For a discussion of risks from cybersecurity threats that could [removed: be reasonably likely to] materially affect us, please see Part I.
[removed: Our] [added: Since August 2020, our] Vice President, Chief Information Security Officer (“CISO”) [removed: leads] [added: has led] a team of information security professionals who have the first line responsibility for our cybersecurity risk management processes and activities.
[removed: Our CISO has more than 20 years of experience as an information security leader and] [added: He] reports directly to our Executive Vice President, Chief Information and Digital [removed: Officer.][added: Officer, who]
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 [removed: the] [added: our] cybersecurity program.
We have [removed: also adopted] [added: implemented] a robust cybersecurity risk governance model, including the formation of the Cybersecurity Governance Committee [added: chaired by our CISO and] composed of key leaders from stakeholder groups throughout [removed: the Company] [added: our company] including our [removed: CISO,] [added: President and] Chief Operating Officer, Chief Legal Officer, [added: Chief Compliance Officer,] and the head of [removed: Internal Audit,] [added: internal audit,] along with other senior members of management.
[removed: 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.
- independent strategy consultation on enhancement items and processes for cybersecurity tabletop exercises;
Our cybersecurity risk management processes are a key element of our Enterprise Risk Management (“ERM”) process, which is designed to identify and evaluate the full range of significant risks to our business and operations.
As part of our ERM program, our functional and operations departments identify and manage enterprise risks on an annual cycle.
The process consists of structured reviews, discussions, and mitigation planning and includes risks identified by our Cybersecurity Governance Committee and information technology and cybersecurity functions as part of the overall review of significant enterprise risks.
The top ERM risks are compiled annually and shared with the audit committee of the board of directors as well as the full board of directors.
In addition, internal audit incorporates these risks into its continuous risk assessment process.
Like other businesses, we have been, and expect to continue to be, subject to attempts at unauthorized access, mishandling or misuse, computer viruses or malware, cyber-attacks and intrusions, and other events of varying degrees.
To date, we have not experienced a material security breach, nor are we aware of any third-party outside service providers that have experienced a cybersecurity breach.
As a result, we have not incurred any significant expenses from information security breaches or any penalties or settlements related to the same.
Our CISO has more than 20 years of experience as an information security leader responsible for assessing and managing cybersecurity programs.
reports to our Chief Executive Officer, has over 25 years of experience managing global information technology operations, including strategy, application, infrastructure, information security, support, and execution.
In performing his role, our CISO regularly performs the following: review of enterprise cybersecurity risks, controls, program policy, processes, and training; oversight of policy and program development, implementation, and updates; and information to senior leadership about cybersecurity-related issues and activities affecting the organization.
Our CISO is regularly apprised of enterprise cybersecurity events, threats, and activities, including with respect to incidents, protection vulnerabilities, software update needs, and lifecycle status.
He possesses a deep understanding of evolving cybersecurity threats, technologies, and industry best practices to identify cybersecurity risks and threats and assess and guide mitigation strategies effectively.
Relevant cyber certifications include Certified Information Systems Security Professional and Certified Information Security Manager.
Experience of key members of the committee includes:
- Our President and Chief Operating Officer, who joined the Company as Chief Operating Officer in November 2017 and has served in his current role since March 2023, has over 25 years of commercial and strategic leadership experience.
He excels at identifying and mitigating operational risks, including cybersecurity threats that could disrupt critical business processes.
His contributions to the Cybersecurity Governance Committee include aligning cybersecurity initiatives with broader business strategies and ensuring cybersecurity considerations are integrated into information technology infrastructure and operations.
- Our Chief Legal Officer, serving since August 2015, brings extensive experience as the top legal executive across various organizations.
At Invitation Homes, he oversees all legal and regulatory affairs, including direct supervision of the risk management department.
His expertise includes advising on governance frameworks, supporting board oversight of cybersecurity risk management, and addressing litigation trends and risks associated with cybersecurity breaches.
- Our Chief Compliance Officer, who joined the Company in July 2016 and has served in her current role since July 2024, is an experienced public company counsel with over 20 years of combined private practice and in-house experience.
She provides expertise in SEC regulations and disclosure requirements, including cybersecurity-related guidance, and ensures compliance with legal standards for disclosing material cybersecurity risks and incidents.
In collaboration with internal audit, she helps oversee our ERM program to align cybersecurity initiatives with broader business strategies.
She also brings a thorough understanding of breach notification requirements and regulatory responses to cybersecurity incidents.
- Our Vice President of Internal Audit, serving since November 2017, brings specialized expertise in identifying internal threats and potential fraud related to cybersecurity through advanced audit techniques.
She is skilled in aligning cybersecurity risk assessments with our ERM framework and monitoring the implementation of cybersecurity audit recommendations to ensure their effectiveness over time.
The Cybersecurity Governance Committee, in
These audits ensure we view cybersecurity with a holistic perspective.
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 4 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
Our headquarters are located in Dallas, Texas at [removed: 1717 Main Street,] [added: 5420 LBJ Freeway,] Suite [removed: 2000.][added: 600.]
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
13 rewritten, 7 added, 9 removed, 21 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
As of February [removed: 20, 2024,] [added: 26, 2025,] there were [removed: 42] [added: 41] holders of record of [removed: 611,958,239] [added: 612,689,592] shares of common stock outstanding.
For the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] dividends per share held for the entire year were estimated to be taxable as follows:
| Ordinary [removed: income(2)] [added: income] | | | | | | $ | [removed: 0.97] [added: 0.80] | | | | | [removed: 73.5] [added: 70.8] | | % | | | | $ | [removed: 0.69] [added: 0.97] | | | | | [removed: 78.7] [added: 73.5] | | % |
| Capital [removed: gains(3)(4)(5)] [added: gains(2)] | | | | | | [removed: 0.28] [added: 0.26] | | | | | | [removed: 21.2] [added: 23.0] | | % | | | | [removed: 0.16] [added: 0.28] | | | | | | [removed: 18.1] [added: 21.2] | | % |
| Unrecaptured Section [removed: 1250 gain(3)(4)(5)] [added: 1250(2)] | | | | | | 0.07 | | | | | | [removed: 5.3] [added: 6.2] | | % | | | | [removed: 0.03] [added: 0.07] | | | | | | [removed: 3.2] [added: 5.3] | | % |
| Total | | | | | | $ | [removed: 1.32] [added: 1.13] | | | | | 100.0 | | % | | | | $ | [removed: 0.88] [added: 1.32] | | | | | 100.0 | | % |
Pursuant to Section 857(b)(9), cash dividends paid in January [removed: 2024] with a record date in December [removed: 2023] [added: of the prior year] are treated as received by stockholders in [removed: 2023] [added: the prior year] to the extent of the Company’s [removed: 2023] earnings and profits.
[removed: (5)Capital] [added: (2)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 Tax Cuts and Jobs Act, Pub.
The following graph shows the total stockholder return of an investment of $100 cash on December 31, [removed: 2018] [added: 2019] 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: ]
| | | | | | | [added: | | |] Cumulative Total Returns as of | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]
| | | | | | | [removed: December 31, 2018] | | | | | | December 31, 2019 | | | | | | December 31, 2020 | | | | | | December 31, 2021 | | | | | | December 31, 2022 | | | | | | December 31, 2023 | | | | | | [added: December 31, 2024] | | | [added: | | | | | |]
We made no repurchases of our common stock during the three months ended December 31, [removed: 2023.][added: 2024.]
| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |
For a complete understanding of dividend taxability, stockholders must consult their Form 1099-DIV or speak with their tax advisor.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Invitation Homes Inc. | | | | | | | | | | | | 100.00 | | | | | | 101.19 | | | | | | 157.43 | | | | | | 105.41 | | | | | | 126.19 | | | | | | 122.25 | | | | | | | | |
| S&P 500 Index | | | | | | | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | | | | | | | |
| MSCI US REIT Index | | | | | | | | | | | | 100.00 | | | | | | 92.43 | | | | | | 132.23 | | | | | | 99.82 | | | | | | 113.54 | | | | | | 123.47 | | | | | | | | |
| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |
(2)Ordinary income dividends are treated as “qualified REIT dividends” for purposes of Section 199A.
(3)None of the aggregate amounts allocated in 2023 as capital gains and unrecaptured Section 1250 gain represents One Year Disclosure Amounts and Three Year Disclosure Amounts for purposes of Section 1061.
(4)All of the aggregate amounts allocated in 2023 as capital gain and unrecaptured Section 1250 gain represents a disposition of a United States real property interest pursuant to Section 897.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | | | | | | | |
Item 9A. CONTROLS AND PROCEDURES
11 rewritten, 1 added, 2 removed, 29 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
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 [added: 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: 2023.][added: 2024.]
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
There has been no change in our internal control over financial reporting [added: (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)] during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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: 2023.][added: 2024.]
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: 2023] [added: 2024] 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: 2023.][added: 2024.]
We have audited the internal control over financial reporting of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] of the Company and our report dated February [removed: 21, 2024,] [added: 27, 2025,] expressed an unqualified opinion on those financial statements.
Dallas, [removed: Texas][added: TX]
February 27, 2025
Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
February 21, 2024
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
1 rewritten, 3 added, 0 removed, 0 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
The [added: remaining] information required by this Item is incorporated by reference from the Company’s [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]
As described above, our Code of Conduct is applicable to all of our directors, officers, and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.
Our Code of Conduct is posted on our investor website at: www.invh.com under “Corporate Overview” — “Governance Documents.” Our Code of Conduct is a “code of ethics,” as defined by Item 406 of Regulation S-K of the Exchange Act promulgated by the SEC.
We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8-K and within the time period required under applicable rules and regulations.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
The information required by this Item is incorporated by reference from the Company’s [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
The information required by this Item is incorporated from reference to the Company’s [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
The information required by this Item is incorporated by reference from the Company’s [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
The information required by this Item is incorporated by reference from the Company’s [removed: 2024] [added: 2025] Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2023.][added: 2024.]
Item 15. Exhibits and Financial Statement Schedules.
39 rewritten, 14 added, 1 removed, 120 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
| Invitation Homes Inc. Consolidated Financial Statements as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the three years in the period ended December 31, [removed: 2023] [added: 2024] | | | | | |
| Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34) | | | [removed: F-[1](#i5be583adfb6946878441d48e940116e3_301)] [added: F-[1](#i1e6fe245b6024fbd817a2bdbd881cef9_334)] | | |
| Consolidated Balance Sheets | | | [removed: F-[3](#i5be583adfb6946878441d48e940116e3_28)] [added: F-[3](#i1e6fe245b6024fbd817a2bdbd881cef9_28)] | | |
| Consolidated Statements of Operations | | | [removed: F-[4](#i5be583adfb6946878441d48e940116e3_37)] [added: F-[4](#i1e6fe245b6024fbd817a2bdbd881cef9_37)] | | |
| Consolidated Statements of Comprehensive Income (Loss) | | | [removed: F-[5](#i5be583adfb6946878441d48e940116e3_43)] [added: F-[5](#i1e6fe245b6024fbd817a2bdbd881cef9_43)] | | |
| Consolidated Statements of Equity | | | [removed: F-[6](#i5be583adfb6946878441d48e940116e3_49)] [added: F-[6](#i1e6fe245b6024fbd817a2bdbd881cef9_52)] | | |
| Consolidated Statements of Cash Flows | | | [removed: F-[7](#i5be583adfb6946878441d48e940116e3_58)] [added: F-[7](#i1e6fe245b6024fbd817a2bdbd881cef9_61)] | | |
| Notes to Consolidated Financial Statements | | | [removed: F-[9](#i5be583adfb6946878441d48e940116e3_61)] [added: F-[9](#i1e6fe245b6024fbd817a2bdbd881cef9_64)] | | |
| Invitation Homes Inc. as of December 31, [removed: 2023] [added: 2024] and for the three years in the period ended December 31, [removed: 2023] [added: 2024] | | | | | |
| Schedule III Real Estate and Accumulated Depreciation | | | [removed: F-[42](#i5be583adfb6946878441d48e940116e3_304)] [added: F-[43](#i1e6fe245b6024fbd817a2bdbd881cef9_325)] | | |
| (c) [removed: [Exhibits](#i5be583adfb6946878441d48e940116e3_256)] [added: [Exhibits](#i1e6fe245b6024fbd817a2bdbd881cef9_256)] | | | | | |
| 3.2 | | | | | | [Amended and Restated Bylaws of Invitation Homes Inc., dated as [removed: of](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [May] [added: of May] 17, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) [(incorporated] [added: 2023 (incorporated] by reference to [removed: 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] [added: Exhibit 3.1] to the Company’s Current Report on [removed: 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] [added: Form 8-K filed on May] 18, 2023).](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000054/exhibit31ihvharbylaws.htm) | | | | | | | | |
| 4.1 | | | | | | [Description of Securities (incorporated by reference to Exhibit 4.4 to the [removed: Company’s Current Report] [added: Company’s](http://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit44.htm) [Annual](http://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit44.htm) [Report] on Form 10-K (File No. 1-38004) filed on February 19, 2020).](http://www.sec.gov/Archives/edgar/data/1687229/000168722920000004/a123119exhibit44.htm) | | | | | | | | |
| 4.7 | | | | | | [Second Supplemental Indenture, dated as of November 5, 2021, [removed: among the Issuer,] [added: among](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex42.htm)[Invitation Homes Operating Partnership LP](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex42.htm)[,] the Guarantors and the Trustee, including the form of 2.300% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021).](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex42.htm) | | | | | | | | |
| 4.8 | | | | | | [Third Supplemental Indenture, dated as of November 5, 2021, [removed: among the Issuer,] [added: among](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex43.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex43.htm)[Invitation Homes Operating Partnership LP](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex42.htm)[,] the Guarantors and the Trustee, including the form of 2.700% Senior Notes due 2034 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No.1-38004) filed on November 5, 2021).](https://www.sec.gov/Archives/edgar/data/1687229/000119312521321610/d243454dex43.htm) | | | | | | | | |
| [removed: 10.12] [added: 10.14] | | | | | | [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: 10.13] [added: 10.15] | | | | | | [Loan Agreement, dated as of February 8, 2018, between IH 2018-1 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 12, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000005/a24243668_15x2018-1xihloan.htm) | | | | | | | | |
| [removed: 10.14] [added: 10.16] | | | | | | [Loan Agreement, dated as of May 8, 2018, between IH 2018-2 Borrower, LP, as Borrower, and JPMorgan Chase Bank, National Association, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on May 9, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000026/a2018-2xihloanagreement.htm) | | | | | | | | |
| [removed: 10.15] [added: 10.17] | | | | | | [Loan Agreement, dated as of June 28, 2018, between IH 2018-3 Borrower, LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-38004) filed on July 2, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000050/exhibit20183.htm) | | | | | | | | |
| [removed: 10.16] [added: 10.18] | | | | | | [Loan Agreement, dated as of November 7, 2018, between IH 2018-4 Borrower LP, as Borrower, and German American Capital Corporation, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on November 8, 2018).](http://www.sec.gov/Archives/edgar/data/1687229/000168722918000074/exhibit20184.htm) | | | | | | | | |
| [removed: 10.17] [added: 10.19] | | | | | | [Loan Agreement, dated as of June 7, 2019, between 2019-1 IH Borrower LP, as Borrower, and Rothesay Life PLC, as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on June 10, 2019).](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000037/exhibit20191.htm) | | | | | | | | |
| [removed: 10.18] [added: 10.20] | | | | | | [Amendment to Loan Agreement, dated as of June 23, 2023, among Wilmington Trust National Association, as Trustee for the Registered Holders of Invitation Homes 2018-SFR4 Single Family Rental Pass-Through Certificates, 2018-4 IH Borrower LP, and 2018-4 Equity Owner LLC, and 2018-4 IH Borrower GP. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on July 27, 2023).](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000066/a2018-4ihsoframendmenttolo.htm) | | | | | | | | |
| [removed: 10.19] [added: 10.21] | | | | | | [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) | | | | | | | | |
| [removed: 10.20] [added: 10.22] | | | | | | [Form of Director and Officer Indemnification [removed: Agreement. †](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[(](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[10.20 to the Company’s Annual Report on Form](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[10-K (File No. 1-38004) filed on February](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[21, 202](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[4](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[)](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)[†](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit1020invhindemnityag.htm)] | | | | | | | | |
| [removed: 10.21] [added: 10.23] | | | | | | [Invitation Homes Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 6, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517031958/d338003dex104.htm) | | | | | | | | |
| [removed: 10.22] [added: 10.24] | | | | | | [Employment Agreement with Dallas B. Tanner, dated November 9, 2015 (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January 6, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1012.htm) | | | | | | | | |
| [removed: 10.23] [added: 10.25] | | | | | | [removed: [Employment] [added: [Form of Award Notice and Restricted Stock Unit] Agreement [removed: with Ernest M. Freedman, dated September 4, 2015] [added: for Non-Employee Directors (General Form)] (incorporated by reference to Exhibit [removed: 10.13] [added: 10.21] to the Company’s Registration Statement on Form S-11 (No. 333-215452) filed on January [removed: 6,] [added: 23,] 2017). [removed: †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517004519/d260125dex1013.htm)] [added: †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1021.htm)] | | | | | | | | |
| [removed: 10.24] [added: 10.29] | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement [removed: for Non-Employee Directors (General Form)] [added: (LTIP Equity Award)] (incorporated by reference to Exhibit [removed: 10.21] [added: 10.1] to the Company’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-11 (No. 333-215452)] [added: 8-K] filed on [removed: January 23, 2017). †](http://www.sec.gov/Archives/edgar/data/1687229/000119312517014636/d260125dex1021.htm)] [added: March 1, 2023). †](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000032/ltipequityaward.htm)] | | | | | | | | |
| [removed: 10.25] [added: 10.26] | | | | | | [2019 Outperformance Award Agreement (LTIP Units) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-38004) filed on July 31, 2019). †](http://www.sec.gov/Archives/edgar/data/1687229/000168722919000044/a0630192019oppunits.htm) | | | | | | | | |
| [removed: 10.26] [added: 10.27] | | | | | | [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) | | | | | | | | |
| [removed: 10.27] [added: 10.28] | | | | | | [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, [removed: 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)] [added: 2022). †](https://www.sec.gov/Archives/edgar/data/1687229/000168722922000010/a1022022oppltipunits.htm)] | | | | | | | | |
| [removed: 10.28] [added: 10.31] | | | | | | [Form of Award Notice and Restricted Stock Unit Agreement (LTIP [removed: Equity Award)] [added: RSU Award Agreement) under the Invitation Homes Inc. 2017 Omnibus Incentive Plan] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K [added: (File No. 1-38004)] filed on [removed: March 1, 2023). †](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000032/ltipequityaward.htm)] [added: February 25, 2025). †](https://www.sec.gov/Archives/edgar/data/0001687229/000119312525035235/d925617dex101.htm)] | | | | | | | | |
| [removed: 10.29] [added: 10.30] | | | | | | [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, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000014/exhibit101ihtransitionserv.htm). [†](https://www.sec.gov/Archives/edgar/data/1687229/000119312522055685/d305259dex101.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000014/exhibit101ihtransitionserv.htm)[.](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000014/exhibit101ihtransitionserv.htm) [†](https://www.sec.gov/Archives/edgar/data/1687229/000168722923000014/exhibit101ihtransitionserv.htm)] | | | | | | | | |
| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/ye-23ex211subsidiariesofre.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex211subsidiariesofre.htm)] | | | | | | | | |
| 23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/ye-23ex231consentofregiste.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex231consentofregiste.htm)] | | | | | | | | |
| 31.1 | | | | | | [Certification of Dallas B. Tanner, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/a12-23ceocert311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/a12-24ceocert311.htm)] | | | | | | | | |
| 31.2 | | | | | | [Certification of 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/1687229/000168722924000013/a12-23cfocert312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/a12-24cfocert312.htm)] | | | | | | | | |
| 32.1 | | | | | | [Certification of Dallas B. Tanner, Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/a12-23exhibit321.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/a12-24exhibit321.htm)] | | | | | | | | |
| 32.2 | | | | | | [Certification of Jonathan S. Olsen, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/a12-23exhibit322.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/a12-24exhibit322.htm)] | | | | | | | | |
| 4.12 | | | | | | [Seventh Supplemental Indenture, dated as of September](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm)[26, 2024, among Invitation Homes Operating Partnership LP, Invitation Homes Inc., Invitation Homes OP GP LLC, IH Merger Sub, LLC, and U.S. Bank Trust Company, National Association, as trustee, including the form of the 4.875% Senior Notes due 2035 (incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) [Exhibit](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm)[4.2](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) [to the Current Report on Form](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm)[8-K of the Company filed on](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) [September](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm)[26](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm)[, 2024).](https://www.sec.gov/Archives/edgar/data/1687229/000119312524226972/d810803dex42.htm) | | | | | | | | |
| 10.12 | | | | | | [Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex101.htm) [](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex101.htm)[9, 2024, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties party thereto (incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex101.htm) [](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex101.htm)[10.1 to the Current Report on Form 8-K of the Company filed on September](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex101.htm) [](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex101.htm)[10, 2024).](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex101.htm) | | | | | | | | |
| 10.13 | | | | | | [First Amendment to Term Loan Agreement, dated as of September](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex102.htm) [](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex102.htm)[9, 2024, by and among Invitation Homes Operating Partnership LP, as borrower, the lenders party thereto, Capital One, National Association, as administrative agent and the other parties party thereto (incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex102.htm) [](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex102.htm)[10.2 to the Current Report on Form 8-K of the Company filed on September](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex102.htm) [](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex102.htm)[10, 2024).](https://www.sec.gov/Archives/edgar/data/0001687229/000119312524216645/d841111dex102.htm) | | | | | | | | |
| 10.32 | | | | | | [Form of Award Notice and](https://www.sec.gov/Archives/edgar/data/0001687229/000119312525035235/d925617dex102.htm) [LTIP](https://www.sec.gov/Archives/edgar/data/0001687229/000119312525035235/d925617dex102.htm) [Unit Agreement (LTIP Unit Award Agreement) under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-38004) filed on February 25, 2025). †](https://www.sec.gov/Archives/edgar/data/0001687229/000119312525035235/d925617dex102.htm) | | | | | | | | |
| 19.1 | | | | | | [Policies and Procedures for Trading in Securities of Invitation Homes Inc.](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit191insidertradingpo.htm) | | | | | | | | |
| 22.1 | | | | | | [Subsidiary](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex221subsidiaryissuer.htm) [Issuer and](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex221subsidiaryissuer.htm) [Guarantors](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex221subsidiaryissuer.htm) [of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex221subsidiaryissuer.htm)[.](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex221subsidiaryissuer.htm)[](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/ye-24ex221subsidiaryissuer.htm) | | | | | | | | |
| 97.1 | | | | | | [Incentive Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit971invhincentivecom.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit971invhincentivecom.htm)[(incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No. 1-38004) filed on February](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit971invhincentivecom.htm) [](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit971invhincentivecom.htm)[21, 202](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit971invhincentivecom.htm)[4](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit971invhincentivecom.htm)[)](https://www.sec.gov/Archives/edgar/data/1687229/000168722925000008/exhibit971invhincentivecom.htm). | | | | | | | | |
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| 97.1 | | | | | | [Incentive Compensation Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1687229/000168722924000013/exhibit971invhincentivecom.htm) | | | | | | | | |
Item 16. FORM 10-K SUMMARY
452 rewritten, 232 added, 181 removed, 906 unchanged
Read the full itemFY2024 item · filed February 27, 2025FY2023 item · filed February 21, 2024
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: 21st] [added: 27th] day of February [removed: 2024.][added: 2025.]
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: 21st] [added: 27th] day of February [removed: 2024.][added: 2025.]
We have audited the accompanying consolidated balance sheets of Invitation Homes Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 21, 2024,] [added: 27, 2025,] expressed an unqualified opinion on the Company’s internal control over financial reporting.
Investments in Single-Family Residential Properties—Refer to Notes [removed: 2, 3,] [added: 2] and [removed: 6] [added: 3] to the financial statements
The Company owned approximately 85,000 [removed: individual] single-family residential properties [removed: (inclusive] [added: with a carrying value] of [removed: $17.3] [added: $17.2] billion of [removed: Investments] [added: investments] in single-family residential properties, net on the balance sheet [removed: and $46 million of Held for sale assets disclosed in Note 6 – Other Assets)] as of December 31, [removed: 2023.][added: 2024.]
[removed: Costs] [added: For those costs] capitalized in connection with [removed: single-family] residential property [removed: acquisitions,] [added: acquisitions and] stabilization [removed: activities,] [added: activities] and [added: those capitalized] on an ongoing [removed: basis are depreciated over their estimated] [added: basis, the weighted average] useful lives [removed: on a straight-line basis.][added: range from 7 to 32 years.]
Given the number of homes and the volume and nature of the [removed: different transactions affecting the acquisition, disposition, recognition, and classification of investments in single-family residential properties,] [added: costs capitalized,] performing audit procedures to evaluate the accounting for [removed: investments in single-family residential properties] [added: costs capitalized] was challenging and required an increased extent of audit effort.
- We tested the effectiveness of relevant controls over investments in single-family residential properties, including management’s controls over the [removed: acquisition, cost capitalization, classification, depreciation,] [added: acquisition] and [removed: disposition] [added: cost capitalization] of its properties.
- We selected a sample of properties acquired [removed: during the year] and evaluated the accuracy of the amounts recorded and appropriate transfer of title.
[added: -] We [removed: also] developed an expectation of [removed: repairs and maintenance costs] [added: capitalized recurring expenditures] that [removed: were charged to expense] [added: improve or extend the life of the home] based on the historical amounts recorded, taking into account changes in the portfolio of single-family residential properties and market conditions, and compared our expectation to the recorded balance.
Dallas, [removed: Texas][added: TX]
As of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
| | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |
| Land | | | | | | $ | [removed: 4,881,890] [added: 4,901,192] | | | | | $ | [removed: 4,800,110] [added: 4,881,890] | |
| Building and improvements | | | | | | [removed: 16,670,006] [added: 17,180,308] | | | | | | [removed: 15,900,825] [added: 16,670,006] | | |
| [added: Balance at beginning of period] | | | | | | [added: $ |] 21,551,896 | | | | | [added: $] | 20,700,935 | | | [added: | | $ | 20,008,381 | |]
| Less: accumulated depreciation | | | | | | [removed: (4,262,682)] [added: (4,869,374)] | | | | | | [removed: (3,670,561)] [added: (4,262,682)] | | |
| Investments in single-family residential properties, net | | | | | | [removed: 17,289,214] [added: 17,212,126] | | | | | | [removed: 17,030,374] [added: 17,289,214] | | |
| Cash and cash equivalents | | | | | | [removed: 700,618] [added: 174,491] | | | | | | [removed: 262,870] [added: 700,618] | | |
| Restricted cash | | | | | | [removed: 196,866] [added: 245,202] | | | | | | [removed: 191,057] [added: 196,866] | | |
| Investments in unconsolidated joint ventures | | | | | | [removed: 247,166] [added: 241,605] | | | | | | [removed: 280,571] [added: 247,166] | | |
| Other assets, net | | | | | | [removed: 528,896] [added: 569,320] | | | | | | [removed: 513,629] [added: 528,896] | | |
| Total assets | | | | | | $ | [removed: 19,220,967] [added: 18,700,951] | | | | | $ | [removed: 18,536,708] [added: 19,220,967] | |
| Mortgage loans, net | | | | | | $ | [removed: 1,627,256] [added: 983,924] | | | | | $ | [removed: 1,645,795] [added: 1,627,256] | |
| Secured term loan, net | | | | | | [removed: 401,515] [added: 401,649] | | | | | | [removed: 401,530] [added: 401,515] | | |
| Unsecured notes, net | | | | | | [removed: 3,305,467] [added: 3,800,688] | | | | | | [removed: 2,518,185] [added: 3,305,467] | | |
| Term loan facilities, net | | | | | | [removed: 3,211,814] [added: 2,446,041] | | | | | | [removed: 3,203,567] [added: 3,211,814] | | |
| Revolving facility | | | | | | [removed: —] [added: 570,000] | | | | | | — | | |
| Accounts payable and accrued expenses | | | | | | [removed: 200,590] [added: 247,709] | | | | | | [removed: 198,423] [added: 200,590] | | |
| Resident security deposits | | | | | | [removed: 180,455] [added: 180,866] | | | | | | [removed: 175,552] [added: 180,455] | | |
| Other liabilities | | | | | | [removed: 103,435] [added: 277,565] | | | | | | [removed: 70,025] [added: 103,435] | | |
| Total liabilities | | | | | | [removed: 9,030,532] [added: 8,908,442] | | | | | | [removed: 8,213,077] [added: 9,030,532] | | |
| Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | | | | — | | | | | | — | | |
| Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, [removed: 611,958,239] [added: 612,605,478] and [removed: 611,411,382] [added: 611,958,239] outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | | | | [removed: 6,120] [added: 6,126] | | | | | | [removed: 6,114] [added: 6,120] | | |
| Additional paid-in capital | | | | | | [removed: 11,156,736] [added: 11,170,597] | | | | | | [removed: 11,138,463] [added: 11,156,736] | | |
| Accumulated deficit | | | | | | [removed: (1,070,586)] [added: (1,480,928)] | | | | | | [removed: (951,220)] [added: (1,070,586)] | | |
| Accumulated other comprehensive income | | | | | | [removed: 63,701] [added: 60,969] | | | | | | [removed: 97,985] [added: 63,701] | | |
| Total [removed: stockholders'] [added: stockholders’] equity | | | | | | [removed: 10,155,971] [added: 9,756,764] | | | | | | [removed: 10,291,342] [added: 10,155,971] | | |
| /s/ Adm. H. Wyman Howard III | | | | | | Director | | |
| Adm. H. Wyman Howard III | | | | | | | | |
They also capitalize costs that improve or extend the life of the home, a portion of the salaries and benefits of the employees who are directly responsible for such improvements, and for certain furniture and fixtures additions.
February 27, 2025
| | | | | | | 2024 | | | | | | 2023 | | |
| | | | | | | 22,081,500 | | | | | | 21,551,896 | | |
| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 453,917 | | | | | | — | | | | | | 453,917 | | | | | | 1,448 | | | | | | 455,365 | | |
| Total other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,733) | | | | | | (2,733) | | | | | | 3 | | | | | | (2,730) | | |
| Balance as of December 31, 2024 | | | | | | 612,605,478 | | | | | | $ | 6,126 | | | | | $ | 11,170,597 | | | | | $ | (1,480,928) | | | | | $ | 60,969 | | | | | $ | 9,756,764 | | | | | $ | 35,745 | | | | | $ | 9,792,509 | |
| Payments on term loan facility | | | | | | (2,500,000) | | | | | | — | | | | | | — | | |
| Dividends declared but not paid | | | | | | 176,952 | | | | | | — | | | | | | — | | |
To the
Our services include resident support, maintenance, marketing, administrative, and asset management functions.
While the performance obligations associated with base management fees can vary from day to day, the nature of the overall performance obligation to provide management services is the same and considered by us to be a series of services that have the same pattern of transfer to the customer and the same method to measure progress toward satisfaction of the performance obligation.
Our principal business is acquiring, renovating, leasing, operating, and managing single-family residential properties.
For more information about our single reportable segment, see Note 15.
We have applied this updated standard within our consolidated financial statements and have updated our segment disclosures accordingly (see Note 15).
In August 2023, the FASB issued Accounting Standards Update ASU 2023-05, *Business Combinations (Subtopic 805-60): Joint Venture Formations,* which clarifies the business combination accounting for joint venture formations.
The ASU is intended to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements.
The ASU also seeks to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture.
The updated standard is effective for all joint venture formations with a formation date on or after January 1, 2025.
Retrospective application of the amendments is permitted.
We will apply the guidance in this ASU to any joint ventures formed after January 1, 2025.
In November 2024, the FASB issued ASU 2024-03, *Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures,* which requires public business entities to provide detailed disclosures in the notes to the consolidated financial statements disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses.
This new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
*Recent SEC Rules*
In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*.
This rule will require registrants to disclose certain climate-related information in registration statements and annual reports.
In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity.
On February 11, 2025, SEC Acting Chairman Mark T.
Uyeda released a public statement and notified the United States Court of Appeals for the Eighth Circuit (where the challenges are consolidated) to hold off scheduling the case for argument to provide time for the SEC to further deliberate and determine next steps.
Therefore, the timing of the effectiveness of these disclosure requirements is uncertain.
We are currently assessing the effect of new rules on our consolidated financial statements and related disclosures.
We also hold deposits for certain tax deferred property exchange transactions and letters of credit required by certain of our insurance policies, for which the use of each are restricted.
| Tax deferred property exchange deposits | | | | | | 47,551 | | | | | | — | | |
| Upward America JV(2) | | | | | | 7.2% | | | | | | 3,720 | | | | | | N/A | | | | | | 37,809 | | | | | | — | | |
| 2024 Peregrine JV(5) | | | | | | 30.0% | | | | | | N/A | | | | | | N/A | | | | | | 3,226 | | | | | | — | | |
(2)Owns homes in markets within the Southeast United States, Florida, Minnesota, Tennessee, and Texas.
(5)Represents an investment in a joint venture that will invest in newly-constructed homes and communities.
Each joint venture was initially capitalized with equity investments.
From time to time, the Company
identifies single-family residential properties to be sold.
At the time such properties are identified, the Company evaluates whether or not such properties should be classified as held for sale.
- We developed an expectation of depreciation expense based on the cost basis of investments in single-family residential properties, taking into account the estimated useful life and the percentage of the year the property was in use, and compared our expectation to the recorded balance.
We also evaluated the estimated useful lives used by management by comparing the estimates to external industry sources.
- We selected a sample of properties classified as held for sale and evaluated whether the properties met the criteria to be classified as held for sale as of December 31, 2023.
We also selected a sample of properties sold after December 31, 2023 and evaluated whether each property was properly classified as either held for sale or held for use as of December 31, 2023.
- We selected a sample of properties disposed during the year and evaluated the terms and conditions of the sales contracts to assess whether the sale was properly recorded, including the removal of assets from the accounting records and related gain or loss on sale.
February 21, 2024
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| Balance as of December 31, 2020 | | | | | | 567,117,666 | | | | | | $ | 5,671 | | | | | $ | 9,707,258 | | | | | $ | (661,162) | | | | | $ | (546,942) | | | | | $ | 8,504,825 | | | | | $ | 51,248 | | | | | $ | 8,556,073 | |
| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 261,425 | | | | | | — | | | | | | 261,425 | | | | | | 1,351 | | | | | | 262,776 | | |
| Issuance of common stock — settlement of 2022 Convertible Notes | | | | | | 8,943,374 | | | | | | 89 | | | | | | 203,420 | | | | | | — | | | | | | — | | | | | | 203,509 | | | | | | — | | | | | | 203,509 | | |
| Issuance of common stock, net | | | | | | 23,383,528 | | | | | | 234 | | | | | | 933,556 | | | | | | — | | | | | | — | | | | | | 933,790 | | | | | | — | | | | | | 933,790 | | |
| Total other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 260,553 | | | | | | 260,553 | | | | | | 1,583 | | | | | | 262,136 | | |
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*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.
Based on a periodic review of the useful lives of the components of our buildings and improvements, we extended the weighted average useful lives range for depreciation thereof from 7 to 28.5 years to 7 to 32 years.
This change was implemented for additions to our single-family residential properties placed in service after December 31, 2021.
consideration to each property’s historical results, current operating trends, and current market conditions.
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.
The CODM evaluates operating performance and allocates resources on a total portfolio basis.
The CODM utilizes net operating income as the primary measure to evaluate performance of the total portfolio.
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting* (“ASU 2020-04”).
In January 2021, the FASB issued ASU 2021-01, *Reference Rate Reform (Topic 848): Scope*, which refines the scope of Topic 848 and clarifies some of its guidance.
ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference the LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met.
ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024 (as extended by the FASB in December 2022).
In certain cases, we have elected to apply the hedge accounting expedients related
to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.
We also elected to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes were made to applicable debt and derivative instruments.
Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation.
On April 18, 2023, we completed a series of transactions related to certain of our variable rate debt and derivative agreements that were originally indexed to LIBOR to effectuate a transition to 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.
An excerpt. Shown here: 40 of 452 rewritten, 40 of 232 added and 40 of 181 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2024 filing and the FY2023 filing.