Item 1. FINANCIAL STATEMENTS

INVITATION HOMES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share data)

						March 31, 2023						December 31, 2022
						(unaudited)
Assets:
Investments in single-family residential properties:
Land						$	4,789,118					$	4,800,110
Building and improvements						15,943,278						15,900,825
						20,732,396						20,700,935
Less: accumulated depreciation						(3,818,228)						(3,670,561)
Investments in single-family residential properties, net						16,914,168						17,030,374
Cash and cash equivalents						325,277						262,870
Restricted cash						203,019						191,057
Goodwill						258,207						258,207
Investments in unconsolidated joint ventures						272,906						280,571
Other assets, net						529,629						513,629
Total assets						$	18,503,206					$	18,536,708
Liabilities:
Mortgage loans, net						$	1,641,959					$	1,645,795
Secured term loan, net						401,351						401,530
Unsecured notes, net						2,519,100						2,518,185
Term loan facilities, net						3,205,643						3,203,567
Revolving facility						—						—
Accounts payable and accrued expenses						226,412						198,423
Resident security deposits						176,697						175,552
Other liabilities						79,541						70,025
Total liabilities						8,250,703						8,213,077
Commitments and contingencies (Note 14)
Equity:
Stockholders' equity
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of March 31, 2023 and December 31, 2022						—						—
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 611,863,780 and 611,411,382 outstanding as of March 31, 2023 and December 31, 2022, respectively						6,119						6,114
Additional paid-in capital						11,136,457						11,138,463
Accumulated deficit						(989,431)						(951,220)
Accumulated other comprehensive income						66,326						97,985
Total stockholders' equity						10,219,471						10,291,342
Non-controlling interests						33,032						32,289
Total equity						10,252,503						10,323,631
Total liabilities and equity						$	18,503,206					$	18,536,708

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except shares and per share data)

(unaudited)

						For the Three Months Ended March 31,
						2023						2022
Revenues:
Rental revenues and other property income						$	586,515					$	530,199
Management fee revenues						3,375						2,111
Total revenues						589,890						532,310
Expenses:
Property operating and maintenance						208,497						182,269
Property management expense						23,584						20,967
General and administrative						17,452						17,639
Interest expense						78,047						74,389
Depreciation and amortization						164,673						155,796
Impairment and other						1,163						1,515
Total expenses						493,416						452,575
Gains (losses) on investments in equity securities, net						88						(3,032)
Other, net						(1,494)						594
Gain on sale of property, net of tax						29,671						18,026
Losses from investments in unconsolidated joint ventures						(4,155)						(2,320)
Net income						120,584						93,003
Net income attributable to non-controlling interests						(342)						(388)
Net income attributable to common stockholders						120,242						92,615
Net income available to participating securities						(171)						(220)
Net income available to common stockholders — basic and diluted (Note 12)						$	120,071					$	92,395
Weighted average common shares outstanding — basic						611,588,465						606,410,225
Weighted average common shares outstanding — diluted						612,564,298						607,908,398
Net income per common share — basic						$	0.20					$	0.15
Net income per common share — diluted						$	0.20					$	0.15

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

						For the Three Months Ended March 31,
						2023						2022
Net income						$	120,584					$	93,003
Other comprehensive income (loss)
Unrealized gains (losses) on interest rate swaps						(18,755)						176,065
(Gains) losses from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss)						(12,981)						31,228
Other comprehensive income (loss)						(31,736)						207,293
Comprehensive income						88,848						300,296
Comprehensive income attributable to non-controlling interests						(265)						(1,277)
Comprehensive income attributable to common stockholders						$	88,583					$	299,019

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended March 31, 2023 and 2022

(in thousands, except share and per share data)

(unaudited)

												Common Stock
												Number of Shares						Amount						Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders' Equity						Non-Controlling Interests						Total Equity
Balance as of December 31, 2022												611,411,382						$	6,114					$	11,138,463					$	(951,220)					$	97,985					$	10,291,342					$	32,289					$	10,323,631
Capital distributions												—						—						—						—						—						—						(491)						(491)
Net income												—						—						—						120,242						—						120,242						342						120,584
Dividends and dividend equivalents declared ($0.26 per share)												—						—						—						(158,453)						—						(158,453)						—						(158,453)
Issuance of common stock — settlement of RSUs, net of tax												452,398						5						(7,535)						—						—						(7,530)						—						(7,530)
Share-based compensation expense												—						—						5,529						—						—						5,529						969						6,498
Total other comprehensive loss												—						—						—						—						(31,659)						(31,659)						(77)						(31,736)
Balance as of March 31, 2023												611,863,780						$	6,119					$	11,136,457					$	(989,431)					$	66,326					$	10,219,471					$	33,032					$	10,252,503

												Common Stock
												Number of Shares						Amount						Additional Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders' Equity						Non-Controlling Interests						Total Equity
Balance as of December 31, 2021												601,045,438						$	6,010					$	10,873,539					$	(794,869)					$	(286,938)					$	9,797,742					$	41,062					$	9,838,804
Capital distributions												—						—						—						—						—						—						(580)						(580)
Net income												—						—						—						92,615						—						92,615						388						93,003
Dividends and dividend equivalents declared ($0.22 per share)												—						—						—						(134,240)						—						(134,240)						—						(134,240)
Issuance of common stock — settlement of RSUs, net of tax												503,989						5						(10,977)						—						—						(10,972)						—						(10,972)
Issuance of common stock — settlement of 2022 Convertible Notes												6,216,261						62						141,157						—						—						141,219						—						141,219
Issuance of common stock, net												2,078,773						21						83,938						—						—						83,959						—						83,959
Share-based compensation expense												—						—						6,129						—						—						6,129						517						6,646
Total other comprehensive income												—						—						—						—						206,404						206,404						889						207,293
Balance as of March 31, 2022												609,844,461						$	6,098					$	11,093,786					$	(836,494)					$	(80,534)					$	10,182,856					$	42,276					$	10,225,132

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

`

						For the Three Months Ended March 31,
						2023						2022
Operating Activities:
Net income						$	120,584					$	93,003
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						164,673						155,796
Share-based compensation expense						6,498						6,646
Amortization of deferred financing costs						3,911						3,538
Amortization of debt discounts						400						462
Provisions for impairment						178						101
(Gains) losses on investments in equity securities, net						(88)						3,032
Gain on sale of property, net of tax						(29,671)						(18,026)
Change in fair value of derivative instruments						2,295						2,400
Loss from investments in unconsolidated joint ventures, net of operating distributions						4,949						2,432
Other non-cash amounts included in net income						1,056						2,656
Changes in operating assets and liabilities:
Other assets, net						(11,033)						(1,059)
Accounts payable and accrued expenses						45,087						(15,291)
Resident security deposits						1,145						2,841
Other liabilities						7,807						(3,497)
Net cash provided by operating activities						317,791						235,034
Investing Activities:
Amounts deposited and held by others						(1,076)						(16,822)
Acquisition of single-family residential properties						(59,869)						(202,534)
Initial renovations to single-family residential properties						(5,319)						(36,319)
Other capital expenditures for single-family residential properties						(50,012)						(40,850)
Proceeds from sale of single-family residential properties						87,855						48,364
Repayment proceeds from retained debt securities						158						202
Investments in equity securities						(31,131)						(10,887)
Proceeds from sale of investments in equity securities						—						5,762
Investments in unconsolidated joint ventures						(250)						(34,700)
Non-operating distributions from unconsolidated joint ventures						2,966						230
Other investing activities						(13,163)						(1,672)
Net cash used in investing activities						(69,841)						(289,226)
Financing Activities:
Payment of dividends and dividend equivalents						(160,287)						(134,825)
Distributions to non-controlling interests						(491)						(580)
Payment of taxes related to net share settlement of RSUs						(7,530)						(10,972)
Payments on mortgage loans						(4,375)						(4,835)
Payments on secured term loan						(234)						—
Proceeds from issuance of common stock, net						—						83,959
Other financing activities						(664)						(14,264)
Net cash used in financing activities						(173,581)						(81,517)
Change in cash, cash equivalents, and restricted cash						74,369						(135,709)
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)						453,927						818,858
Cash, cash equivalents, and restricted cash, end of period (Note 4)						$	528,296					$	683,149

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)

						For the Three Months Ended March 31,
						2023						2022
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized						$	67,677					$	66,229
Cash paid for/(refund of) income taxes						(22)						400
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						1,523						1,557
Financing cash flows from finance leases						664						672
Non-cash investing and financing activities:
Accrued renovation improvements at period end						$	990					$	11,307
Accrued residential property capital improvements at period end						8,041						11,097
Transfer of residential property, net to other assets, net for held for sale assets						35,449						18,723
Change in other comprehensive income from cash flow hedges						(34,046)						204,873
ROU assets obtained in exchange for operating lease liabilities						31						485
ROU assets obtained in exchange for finance lease liabilities						646						190
Net settlement of 2022 Convertible Notes in shares of common stock						—						141,219

The accompanying notes are an integral part of these condensed consolidated financial statements.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 1—Organization and Formation

Invitation Homes Inc. (“INVH”) is a real estate investment trust (“REIT”) that conducts its operations through Invitation Homes Operating Partnership LP (“INVH LP”). INVH LP was formed for the purpose of owning, renovating, leasing, and operating single-family residential properties. Through THR Property Management L.P., a wholly owned subsidiary of INVH LP (the “Manager”), we provide all management and other administrative services with respect to the properties we own.

On February 6, 2017, INVH completed an initial public offering (“IPO”), changed its jurisdiction of incorporation to Maryland, and amended its charter to provide for the issuance of up to 9,000,000,000 shares of common stock and 900,000,000 shares of preferred stock, in each case $0.01 par value per share. In connection with certain pre-IPO reorganization transactions, INVH LP became (1) owned by INVH directly and through Invitation Homes OP GP LLC, a wholly owned subsidiary of INVH (the “General Partner”), and (2) the owner of all of the assets, liabilities, and operations of certain pre-IPO ownership entities. These transactions were accounted for as a reorganization of entities under common control utilizing historical cost basis.

On November 16, 2017, INVH and certain of its affiliates entered into a series of transactions with Starwood Waypoint Homes (“SWH”) and certain SWH affiliates which resulted in SWH and its operating partnership being merged into INVH and INVH LP, respectively, with INVH and INVH LP being the surviving entities. These transactions were accounted for as a business combination in accordance with ASC 805, Business Combinations, and INVH was designated as the accounting acquirer.

The limited partnership interests of INVH LP consist of common units and other classes of limited partnership interests that may be issued (the “OP Units”). As of March 31, 2023, INVH owns 99.7% of the common OP Units and has the full, exclusive, and complete responsibility for and discretion over the day-to-day management and control of INVH LP.

Our organizational structure includes several wholly owned subsidiaries of INVH LP that were formed to facilitate certain of our financing arrangements (the “Borrower Entities”). These Borrower Entities are used to align the ownership of our single-family residential properties with certain of our debt instruments. Collateral for certain of our individual debt instruments may be in the form of equity interests in the Borrower Entities or in pools of single-family residential properties owned either directly by the Borrower Entities or indirectly by their wholly owned subsidiaries (see Note 7).

References to “Invitation Homes,” the “Company,” “we,” “our,” and “us” refer, collectively, to INVH, INVH LP, and the consolidated subsidiaries of INVH LP.

Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.

These condensed consolidated financial statements include the accounts of INVH and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. In the opinion of management, all adjustments that are of a normal recurring nature considered necessary for a fair presentation of our interim financial statements have been included in these condensed consolidated financial statements. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

We consolidate wholly owned subsidiaries and entities we are otherwise able to control in accordance with GAAP. We evaluate each investment entity that is not wholly owned to determine whether to follow the variable interest entity (“VIE”) or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, we then evaluate whether the entity should be consolidated. Under the VIE model, we consolidate an investment if we have control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, we consolidate an investment if (1) we control the investment through ownership of a majority voting interest if the investment is not a limited partnership or (2) we control the investment through our ability to remove the other partners in the investment, at our discretion, when the investment is a limited partnership.

Based on these evaluations, we account for each of the investments in joint ventures described in Note 5 using the equity method. Our initial investments in the joint ventures are recorded at cost, except for any such interest initially recorded at fair value in connection with a business combination. The investments in these joint ventures are subsequently adjusted for our proportionate share of net earnings or losses and other comprehensive income or loss, cash contributions made and distributions received, and other adjustments, as appropriate. Distributions of operating profit from the joint ventures are reported as part of operating activities while distributions related to a capital transaction, such as a refinancing transaction or sale, are reported as investing activities on our condensed consolidated statements of cash flows. When events or circumstances indicate that our investments in unconsolidated joint ventures may not be recoverable, we assess the investments for and recognize other-than-temporary impairment.

Non-controlling interests represent the OP Units not owned by INVH, including any OP Units resulting from vesting and conversion of units granted in connection with certain share-based compensation awards. Non-controlling interests are presented as a separate component of equity on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, and the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022 include an allocation of the net income attributable to the non-controlling interest holders. OP Units are redeemable for shares of our common stock on a one-for-one basis or, in our sole discretion, cash, and redemptions of OP Units are accounted for as a reduction in non-controlling interests with an offset to stockholders’ equity based on the pro rata number of OP Units redeemed.

Significant Risks and Uncertainties

Our financial condition and results of operations are subject to risks related to overall unfavorable global and United States economic conditions (including inflation and rising interest rates), uncertainty in financial markets (including as a result of recent bank failures and events affecting financial institutions), ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence. These factors could adversely affect (i) our ability to acquire or dispose of single-family homes, (ii) our access to financial markets on attractive terms, or at all, and (iii) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill. High levels of inflation and rising interest rates may also negatively impact consumer income, credit availability, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent. These factors, which include labor shortages and inflationary increases in labor and material costs, have impacted and may continue to impact certain aspects of our business.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates are inherently subjective in nature and actual results could differ from those estimates.

Reclassifications

We reclassified $10,887 of investments in equity securities for the three months ended March 31, 2022 from other investing activities on the condensed 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 condensed consolidated statement of cash flows for the three months ended March 31, 2022.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Accounting Policies

There have been no changes to our significant accounting policies that have had a material impact on our condensed consolidated financial statements and related notes, compared to those policies disclosed in our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Recently Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard 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 London Interbank Offer Rate (“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 have elected and may continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are 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 the Secured Overnight Financing Rate (“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 SOFR. Pursuant to the terms of its underlying loan agreement, one of our mortgage loans, IH 2018-4, will remain indexed to LIBOR until the discontinuation thereof on June 30, 2023. At that time, the loan will transition to SOFR, and the related interest rap cap will be amended. See Notes 7, 8, and 15 for additional information about these modifications.

Note 3—Investments in Single-Family Residential Properties

The following table sets forth the net carrying amount associated with our properties by component:

						March 31, 2023						December 31, 2022
Land						$	4,789,118					$	4,800,110
Single-family residential property						15,271,234						15,228,631
Capital improvements						548,449						548,700
Equipment						123,595						123,494
Total gross investments in the properties						20,732,396						20,700,935
Less: accumulated depreciation						(3,818,228)						(3,670,561)
Investments in single-family residential properties, net						$	16,914,168					$	17,030,374

As of March 31, 2023 and December 31, 2022, the carrying amount of the residential properties above includes $130,039 and $129,341, respectively, of capitalized acquisition costs (excluding purchase price), along with $76,634 and $76,408, respectively, of capitalized interest, $30,439 and $30,435, respectively, of capitalized property taxes, $4,986 and $4,982, respectively, of capitalized insurance, and $3,627 and $3,627, respectively, of capitalized homeowners’ association (“HOA”) fees.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

During the three months ended March 31, 2023 and 2022, we recognized $162,084 and $153,640, respectively, of depreciation expense related to the components of the properties, and $2,589 and $2,156, respectively, of depreciation and amortization related to corporate furniture and equipment. These amounts are included in depreciation and amortization in the condensed consolidated statements of operations. Further, during the three months ended March 31, 2023 and 2022, impairments totaling $178 and $101, respectively, have been recognized and are included in impairment and other in the condensed consolidated statements of operations. See Note 11 for additional information regarding these impairments.

Note 4—Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets that sum to the total of such amounts shown in the condensed consolidated statements of cash flows:

						March 31, 2023												December 31, 2022
Cash and cash equivalents						$	325,277											$	262,870
Restricted cash						203,019												191,057
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows						$	528,296											$	453,927

Pursuant to the terms of the mortgage loans and the Secured Term Loan (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts. These reserve accounts include, but are not limited to, the following types of accounts: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with our mortgage loans and Secured Term Loan are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease agreements that we are required to segregate. We are also required to hold letters of credit by certain of our insurance policies. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our condensed consolidated balance sheets as restricted cash.

The amounts funded, and to be funded, to the reserve accounts are subject to formulae included in the mortgage loan and Secured Term Loan agreements and are to be released to us subject to certain conditions specified in the loan agreements being met. To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours.

The balances of our restricted cash accounts, as of March 31, 2023 and December 31, 2022, are set forth in the table below. As of March 31, 2023 and December 31, 2022, no amounts were funded to the insurance accounts as the conditions specified in the mortgage loan and Secured Term Loan agreements that require such funding did not exist.

						March 31, 2023						December 31, 2022
Resident security deposits						$	177,163					$	175,829
Collections						10,912						7,415
Property taxes						10,292						2,717
Letters of credit						2,115						2,109
Capital expenditures						1,847						2,297
Special and other reserves						690						690
Total						$	203,019					$	191,057

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 5—Investments In Unconsolidated Joint Ventures

The following table summarizes our investments in unconsolidated joint ventures, which are accounted for using the equity method model of accounting, as of March 31, 2023 and December 31, 2022:

												Number of Properties Owned												Carrying Value
						Ownership Percentage						March 31, 2023						December 31, 2022						March 31, 2023						December 31, 2022
Pathway Property Company(1)						100.0%						353						340						$	129,631					$	131,542
2020 Rockpoint JV(1)						20.0%						2,610						2,610						68,070						70,103
FNMA(2)						10.0%						475						488						42,831						46,151
Pathway Operating Company(3)						15.0%						N/A						N/A						21,608						22,011
2022 Rockpoint JV(1)						16.7%						132						132						10,766						10,764
Total																								$	272,906					$	280,571

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

(2)Owns homes within the Western United States.

(3)Represents an investment in an operating company that provides a technology platform and asset management services.

In November 2021, we entered into agreements with Pathway Homes and its affiliates, among others, to form a joint venture that will provide unique opportunities for customers to identify a home whereby they are able to first lease and then, if they choose, purchase the home in the future. We have fully funded our capital commitment to the operating company (“Pathway Operating Company”) which provides the technology platform and asset management services for the entity that owns and leases the homes (“Pathway Property Company”). Pathway Homes and its affiliates are responsible for the operations and management of Pathway Operating Company, and we do not have a controlling interest in Pathway Operating Company. As of March 31, 2023, we have funded $136,700 to Pathway Property Company, and our remaining equity commitment is $88,300. A wholly owned subsidiary of INVH LP provides property management and renovation oversight services for and earns fees from Pathway Property Company. As the asset manager, Pathway Operating Company is responsible for the operations and management of Pathway Property Company, and we do not have a controlling interest in Pathway Property Company.

In October 2020, we entered into an agreement with Rockpoint Group, L.L.C. (“Rockpoint”) to form a joint venture that will acquire homes in markets where we already own homes (the “2020 Rockpoint JV”). The joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing. We have fully funded our capital commitment to the 2020 Rockpoint JV. The administrative member of the 2020 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions. We earn property and asset management fees from the 2020 Rockpoint JV.

We acquired our interest in the joint venture with the Federal National Mortgage Association (“FNMA”) via the SWH merger. The managing member of the FNMA joint venture is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to FNMA’s approval of major decisions. We earn property and asset management fees from the FNMA joint venture.

In March 2022, we entered into a second agreement with Rockpoint to form a joint venture that will acquire homes in premium locations and at higher price points relative to our other investments in single-family residential properties (the “2022 Rockpoint JV”). As of March 31, 2023, we have funded $10,250 to the 2022 Rockpoint JV, and our remaining equity commitment is $39,750. The joint venture is funded with a combination of debt and equity, and we have guaranteed the funding of certain tax, insurance, and non-conforming property reserves related to the joint venture’s financing. The administrative member of the 2022 Rockpoint JV is a wholly owned subsidiary of INVH LP and is responsible for the operations and management of the properties, subject to Rockpoint’s approval of major decisions. We earn property and asset management fees from the 2022 Rockpoint JV.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

We recorded net losses from these investments for the three months ended March 31, 2023 and 2022, totaling $4,155 and $2,320, respectively, which are included in losses from investments in unconsolidated joint ventures in the condensed consolidated statements of operations.

The fees earned from our joint ventures (as described above) are related party transactions. For the three months ended March 31, 2023 and 2022, we earned $3,375 and $2,111, respectively, of management fees which are included in management fee revenues in the condensed consolidated statements of operations.

Note 6—Other Assets

As of March 31, 2023 and December 31, 2022, the balances in other assets, net are as follows:

						March 31, 2023						December 31, 2022
Amounts deposited and held by others (Note 14)						$	100,525					$	97,709
Investments in debt securities, net						86,910						86,980
Derivative instruments (Note 8)						86,859						119,193
Rent and other receivables, net						60,646						54,091
Investments in equity securities						53,634						22,413
Prepaid expenses						41,602						41,972
Held for sale assets(1)						36,909						29,842
Corporate fixed assets, net						24,783						24,484
ROU lease assets — operating and finance, net						15,517						16,534
Deferred financing costs, net						5,124						5,850
Other						17,120						14,561
Total						$	529,629					$	513,629

(1)As of March 31, 2023 and December 31, 2022, 159 and 131 properties, respectively, are classified as held for sale.

Investments in Debt Securities, net

In connection with certain of our Securitizations (as defined in Note 7), we have retained and purchased certificates totaling $86,910, net of unamortized discounts of $1,496 as of March 31, 2023. These investments in debt securities are classified as held to maturity investments. As of March 31, 2023, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature over the next nine months to four years.

Rent and Other Receivables, net

We lease our properties to residents pursuant to leases that generally have an initial contractual term of at least 12 months, provide for monthly payments, and are cancelable by the resident and us under certain conditions specified in the related lease agreements. Rental revenues and other property income and the corresponding rent and other receivables are recorded net of any concessions and bad debt (including actual write-offs, credit reserves, and uncollectible amounts) for all periods presented.

Variable lease payments consist of resident reimbursements for utilities, and various other fees, including late fees and lease termination fees, among others. Variable lease payments are charged based on the terms and conditions included in the resident leases. For the three months ended March 31, 2023 and 2022, rental revenues and other property income includes $35,511 and $33,048 of variable lease payments, respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Future minimum rental revenues and other property income under leases on our single-family residential properties in place as of March 31, 2023 are as follows:

Year						Lease Payments to be Received
Remainder of 2023						$	1,100,965
2024						361,504
2025						15,109
2026						—
2027						—
Thereafter						—
Total						$	1,477,578

Investments in Equity Securities

We hold investments in equity securities both with and without a readily determinable fair value. Investments with a readily determinable fair value are measured at fair value, and those without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer. As of March 31, 2023 and December 31, 2022, the values of our investments in equity securities are as follows:

						March 31, 2023						December 31, 2022
Investments without a readily determinable fair value						$	52,591					$	21,500
Investments with a readily determinable fair value						1,043						913
Total						$	53,634					$	22,413

The components of gains (losses) on investments in equity securities, net as of three months ended March 31, 2023 and 2022 are as follows:

						For the Three Months Ended March 31,
						2023						2022
Net losses recognized on investments sold during the reporting period — with a readily determinable value						$	—					$	(1,452)
Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value						88						(1,580)
Total						$	88					$	(3,032)

Right-of-Use (“ROU”) Lease Assets — Operating and Finance, net

The following table presents supplemental information related to leases into which we have entered as a lessee as of March 31, 2023 and December 31, 2022:

						March 31, 2023												December 31, 2022
						Operating Leases						Finance Leases						Operating Leases						Finance Leases
Other assets						$	11,794					$	3,723					$	12,862					$	3,672
Other liabilities (Note 14)						13,875						3,465						14,925						3,483
Weighted average remaining lease term						2.8 years						1.6 years						3.0 years						1.4 years
Weighted average discount rate						3.3%						3.8%						3.3%						4.0%

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Deferred Financing Costs, net

In connection with the amended and restated Revolving Facility (see Note 7), we incurred $11,846 of financing costs, which have been deferred as other assets, net on our condensed consolidated balance sheets. We amortize deferred financing costs as interest expense on a straight-line basis over the term of the Revolving Facility and accelerate amortization if debt is retired before the maturity date. As of March 31, 2023 and December 31, 2022, the unamortized balances of these deferred financing costs are $5,124 and $5,850, respectively.

Note 7—Debt

Mortgage Loans

Our securitization transactions (the “Securitizations” or the “mortgage loans”) are collateralized by certain homes owned by the respective Borrower Entities. We utilize the proceeds from our Securitizations to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into Securitization reserve accounts; (iii) closing costs in connection with the mortgage loans; and (iv) general costs associated with our operations.

The following table sets forth a summary of our mortgage loan indebtedness as of March 31, 2023 and December 31, 2022:

																																				Outstanding Principal Balance**(1)**
						Origination Date						Maturity Date**(2)**						Maturity Date if Fully Extended**(3)**						Interest Rate**(4)**						Range of Spreads**(5)**						March 31, 2023						December 31, 2022
IH 2017-1(6)						April 28, 2017						June 9, 2027						June 9, 2027						4.23%						N/A						$	992,179					$	992,695
IH 2018-4(7)						November 7, 2018						January 9, 2024						January 9, 2026						6.09%						115-145 bps						657,258						661,029
Total Securitizations																																				1,649,437						1,653,724
Less: deferred financing costs, net																																				(7,478)						(7,929)
Total																																				$	1,641,959					$	1,645,795

(1)Outstanding principal balance is net of discounts and does not include deferred financing costs, net.

(2)Represents the maturity dates for all extension options that have been exercised for the mortgage loans.

(3)Represents the maturity date if we exercise each of the remaining one year extension options available, which are subject to certain conditions being met.

(4)IH 2017-1 bears interest at a fixed rate of 4.23% per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees. For IH 2018-4, the interest rate is based on the weighted average spread over LIBOR (or a comparable or successor rate as provided for in our loan agreement), plus applicable servicing fees; as of March 31, 2023, LIBOR was 4.86%.

(5)Range of spreads is based on outstanding principal balances as of March 31, 2023.

(6)Net of unamortized discount of $1,496 and $1,584 as of March 31, 2023 and December 31, 2022, respectively.

(7)The initial maturity term of IH 2018-4 is two years, subject to five, one year extension options at the Borrower Entity’s discretion (provided that there is no continuing event of default under the mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe). Our IH 2018-4 mortgage loan has exercised the third extension option. The maturity date above reflects all extensions that have been exercised.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Securitization Transactions

For each Securitization transaction, the Borrower Entity executed a loan agreement with a third party lender. IH 2018-4 originally consisted of six floating rate components. The two year initial terms are individually subject to five, one year extension options at the Borrower Entity’s discretion. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers a replacement interest rate cap agreement from an approved counterparty within the required timeframe to the lender. IH 2017-1 is a 10 year, fixed rate mortgage loan comprised of two components. Certificates issued by the trust in connection with Component A of IH 2017-1 benefit from FNMA’s guaranty of timely payment of principal and interest.

Each mortgage loan is secured by a pledge of the equity in the assets of the respective Borrower Entities, as well as first-priority mortgages on the underlying properties and a grant of security interests in all of the related personal property. As of March 31, 2023 and December 31, 2022, a total of 10,681 and 10,712 homes, respectively, with a gross book value of $2,353,615 and $2,355,083, respectively, and a net book value of $1,839,832 and $1,859,614, respectively, are pledged pursuant to the mortgage loans. Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties. We are obligated to make monthly payments of interest for each mortgage loan.

Transactions with Trusts

Concurrent with the execution of each mortgage loan agreement, the respective third party lender sold each loan it originated to individual depositor entities (the “Depositor Entities”) who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). The Depositor Entities for our currently outstanding Securitizations are wholly owned subsidiaries. We accounted for the transfers of the individual Securitizations from the wholly owned Depositor Entities to the respective Trusts as sales under ASC 860, Transfers and Servicing, with no resulting gain or loss as the Securitizations were both originated by the lender and immediately transferred at the same fair market value.

As consideration for the transfer of each loan to the Trusts, the Trusts issued classes of certificates which mirror the components of the individual loans (collectively, the “Certificates”) to the Depositor Entities, except that Class R certificates do not have related loan components as they represent residual interests in the Trusts. The Certificates represent the entire beneficial interest in the Trusts. Following receipt of the Certificates, the Depositor Entities sold the Certificates to investors and used the proceeds as consideration for the loans sold to the Depositor Entities by the lenders. These transactions had no effect on our condensed consolidated financial statements other than with respect to Certificates we retained in connection with Securitizations or purchased at a later date.

The Trusts are structured as pass-through entities that receive interest payments from the Securitizations and distribute those payments to the holders of the Certificates. The assets held by the Trusts are restricted and can only be used to fulfill the obligations of those entities. The obligations of the Trusts do not have any recourse to the general credit of any entities in these condensed consolidated financial statements. We have evaluated our interests in certain certificates of the Trusts held by us (discussed below) and determined that they do not create a more than insignificant variable interest in the Trusts. Additionally, the retained certificates do not provide us with any ability to direct activities that could impact the Trusts’ economic performance. Therefore, we do not consolidate the Trusts.

Retained Certificates

As the Trusts made Certificates available for sale to both domestic and foreign investors, sponsors of the mortgage loans are required to retain a portion of the risk that represents a material net economic interest in each loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As such, loan sponsors are required to retain a portion of the credit risk that represents not less than 5% of the aggregate fair value of the loan as of the closing date.

IH 2017-1 issued Class B certificates, which are restricted certificates that were made available exclusively to INVH LP in order to comply with the Risk Retention Rules. The Class B certificates bear a stated annual interest rate of 4.23%, including applicable servicing fees.

For IH 2018-4, we retain 5% of each class of certificates to meet the Risk Retention Rules. These retained certificates accrue interest at a floating rate of LIBOR plus a spread ranging from 1.15% to 1.45%.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The retained certificates, net of discount, total $86,910 and $86,980 as of March 31, 2023 and December 31, 2022, respectively, and are classified as held to maturity investments and recorded in other assets, net on the condensed consolidated balance sheets (see Note 6).

Loan Covenants

The general terms that apply to all of the mortgage loans require each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting, and legal requirements specified in the mortgage loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective mortgage loan agreements. Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves. As of March 31, 2023, and through the date our condensed consolidated financial statements were issued, we believe each Borrower Entity is in compliance with all affirmative and negative covenants for the mortgage loans.

Prepayments

For the mortgage loans, prepayments of amounts owed by us are generally not permitted under the terms of the respective mortgage loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a spread maintenance premium if prepayment occurs before the month following the one or two year anniversary of the closing dates of each of the mortgage loans except for IH 2017-1. For IH 2017-1, prepayments on or before December 2026 will require a yield maintenance premium. For the three months ended March 31, 2023 and 2022, we made voluntary and mandatory prepayments $4,375 of $4,835, respectively, under the terms of the mortgage loan agreements.

Secured Term Loan

On June 7, 2019, 2019-1 IH Borrower LP, a consolidated subsidiary (“2019-1 IH Borrower” and one of our Borrower Entities), entered into a 12 year loan agreement with a life insurance company (the “Secured Term Loan”). The Secured Term Loan bears interest at a fixed rate of 3.59%, including applicable servicing fees, for the first 11 years and bears interest at a floating rate based on a spread of 147 bps, including applicable servicing fees, over one month LIBOR for the twelfth year (subject to certain adjustments as outlined in the loan agreement, including conversion by the lender to a successor variable rate once LIBOR is discontinued). The Secured Term Loan is secured by first priority mortgages on a portfolio of single-family rental properties as well as a first priority pledge of the equity interests of 2019-1 IH Borrower. We utilized the proceeds from the Secured Term Loan to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into the Secured Term Loan’s reserve accounts; (iii) transaction costs related to the closing of the Secured Term Loan; and (iv) general corporate purposes.

The following table sets forth a summary of our Secured Term Loan indebtedness as of March 31, 2023 and December 31, 2022:

						Maturity Date						Interest Rate**(1)**						March 31, 2023						December 31, 2022
Secured Term Loan						June 9, 2031						3.59%						$	403,129					$	403,363
Deferred financing costs, net																		(1,778)						(1,833)
Secured Term Loan, net																		$	401,351					$	401,530

(1)The Secured Term Loan bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over one month LIBOR (or

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

a comparable or successor rate as provided for in our loan agreement, including conversion by the lender to a successor variable rate once LIBOR is discontinued), including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.

Collateral

As of March 31, 2023 and December 31, 2022, the Secured Term Loan’s collateral pool contains 3,332 and 3,334 homes, respectively, with a gross book value of $815,998 and $813,543, respectively, and a net book value of $684,169 and $688,625, respectively. 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to substitute properties representing up to 20% of the collateral pool annually, and to substitute properties representing up to 100% of the collateral pool over the life of the Secured Term Loan. In addition, four times after the first anniversary of the closing date, 2019-1 IH Borrower has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15% of the then-outstanding principal balance of the Secured Term Loan in order to bring the loan-to-value ratio back in line with the Secured Term Loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the Secured Term Loan, but rather would reduce the number of single-family rental homes included in the collateral pool.

Loan Covenants

The Secured Term Loan requires 2019-1 IH Borrower to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with (i) licensing, permitting and legal requirements specified in the loan agreement, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the loan agreement. Negative covenants include 2019-1 IH Borrower’s, and certain of its affiliates’, compliance with limitations surrounding (i) the amount of 2019-1 IH Borrower’s indebtedness and the nature of its investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of 2019-1 IH Borrower’s business activities, and (v) the required maintenance of specified cash reserves. As of March 31, 2023, and through the date our condensed consolidated financial statements were issued, we believe 2019-1 IH Borrower is in compliance with all affirmative and negative covenants for the Secured Term Loan.

Prepayments

Prepayments of the Secured Term Loan are generally not permitted unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in the loan agreement. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a yield maintenance premium if prepayment occurs before June 9, 2030. During the three months ended March 31, 2023, we made mandatory prepayments of $234 under the terms of the Secured Term Loan agreement. No such prepayments were made during the three months ended March 31, 2022.

Unsecured Notes

Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our existing shelf registration statement that automatically became effective upon filing with the SEC in July 2021 and expires in July 2024 or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”). We utilize proceeds from the Unsecured Notes to fund: (i) repayments of then-outstanding indebtedness, including the Securitizations; (ii) closing costs in connection with the Unsecured Notes; and (iii) general costs associated with our operations and other corporate purposes, including acquisitions. Interest on the Unsecured Notes is payable semi-annually in arrears.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The following table sets forth a summary of our Unsecured Notes as of March 31, 2023 and December 31, 2022:

						Interest Rate**(1)**						March 31, 2023						December 31, 2022
Total Unsecured Notes, net(2)						2.00% — 4.15%						$	2,538,378					$	2,538,066
Deferred financing costs, net												(19,278)						(19,881)
Total												$	2,519,100					$	2,518,185

(1)Represents the range of contractual rates in place as of March 31, 2023.

(2)Net of unamortized discount of $11,622 and $11,934 as of March 31, 2023 and December 31, 2022. See “Debt Maturities Schedule” for information about maturity dates for the Unsecured Notes.

Debt Issuances

During the three months ended March 31, 2023 and 2022, no Unsecured Notes were issued.

Prepayments

The Unsecured Notes are redeemable in whole at any time or in part from time to time, at our option, at a redemption price equal to (i) 100% of the principal amount to be redeemed plus accrued and unpaid interest and (ii) a make-whole premium calculated in accordance with the respective loan agreements if the redemption occurs in certain amounts or in certain periods that range from one to three months prior to the maturity date. The privately placed Unsecured Notes require any prepayment to be an amount not less than 5% of the aggregate principal amount then outstanding.

Guarantees

The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub, LLC (“IH Merger Sub”). Prior to the September 17, 2021 execution of a parent guaranty agreement, the privately placed Unsecured Notes were not guaranteed.

Loan Covenants

The Unsecured Notes issued publicly under our registration statement contain customary covenants, including, among others, limitations on the incurrence of debt; and they include the following financial covenants related to the incurrence of debt: (i) an aggregate debt test; (ii) a debt service test; (iii) a maintenance of total unencumbered assets; and (iv) a secured debt test.

The privately placed Unsecured Notes contain customary covenants, including, among others, limitations on distributions, fundamental changes, and transactions with affiliates; and they include the following financial covenants, subject to certain qualifications: (i) a maximum total leverage ratio; (ii) a maximum secured leverage ratio; (iii) a maximum unencumbered leverage ratio; (iv) a minimum fixed charge coverage ratio; and (v) a minimum unsecured interest coverage ratio.

The Unsecured Notes contain customary events of default (subject in certain cases to specified cure periods), the occurrence of which would allow the holders of notes to take various actions, including the acceleration of amounts due under the Unsecured Notes. As of March 31, 2023, and through the date our condensed consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Unsecured Notes.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Term Loan Facilities and Revolving Facility

On December 8, 2020, we entered into an Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $3,500,000 of borrowing capacity and consists of a $1,000,000 revolving facility (the “Revolving Facility”) and a $2,500,000 term loan facility (the “2020 Term Loan Facility”), both of which mature on January 31, 2025, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2020 Term Loan Facility such that the aggregate amount does not exceed $4,000,000 at any time), subject to certain limitations.

On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (the “2022 Term Loan Facility”; and together with the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $725,000 of borrowing capacity, consisting of a $150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) mature on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $950,000 at any time, subject to certain limitations.

The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facilities as of March 31, 2023 and December 31, 2022:

						Maturity Date						Interest Rate						March 31, 2023						December 31, 2022
2020 Term Loan Facility(1)(2)						January 31, 2025						5.86%						$	2,500,000					$	2,500,000
2022 Term Loan Facility(3)						June 22, 2029						6.14%						725,000						725,000
Total Term Loan Facilities																		3,225,000						3,225,000
Less: deferred financing costs, net																		(19,357)						(21,433)
Term Loan Facilities, net																		$	3,205,643					$	3,203,567
Revolving Facility(1)(2)						January 31, 2025						5.75%						$	—					$	—

(1)Interest rates for the 2020 Term Loan Facility and the Revolving Facility are based on LIBOR plus an applicable margin. As of March 31, 2023, the applicable margins were 1.00% and 0.89%, respectively, and LIBOR was 4.86%. On April 18, 2023, we amended the Credit Facility to convert the applicable interest rate from a LIBOR-based index to a SOFR-based index. The new interest rate includes a 0.10% credit spread adjustment (“Adjusted SOFR”), and the applicable margins remain unchanged (see Note 15).

(2)If we exercise the two six month extension options, the maturity date will be January 31, 2026.

(3)Interest rate for the 2022 Term Loan Facility is based on SOFR adjusted for a 0.10% credit spread adjustment (Adjusted SOFR), plus the applicable margin. As of March 31, 2023, the applicable margin was 1.24%, and Adjusted SOFR was 4.90%.

Interest Rate and Fees

Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) a LIBOR rate determined by reference to the Bloomberg LIBOR rate (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, and (3) the LIBOR rate that would be payable on such day for a LIBOR rate loan with a one month interest period plus 1.00%.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

As a result of the aforementioned April 18, 2023 amendment to the Credit Facility, borrowings thereunder will bear interest, at our option, at a rate equal to (a) a Term SOFR rate determined by reference to the forward-looking SOFR rate published by Reuters (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing plus 0.10% credit spread adjustment or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, (3) the the Term SOFR rate that would be payable on such day for a Term SOFR rate loan with a one month interest period plus 1.00%, and (4) 1.00%.

Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Adjusted SOFR for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, and (3) Adjusted SOFR for a one month interest period plus 1.00%.

The margins for the Term Loan Facilities and the Revolving Facility as of March 31, 2023 are as follows:

						Base Rate Loans												LIBOR Rate Loans												Adjusted SOFR Rate Loans
2020 Term Loan Facility						0.00%			—			0.65%						0.80%			—			1.65%						N/A
2022 Term Loan Facility						0.15%			—			1.20%						N/A												1.15%			—			2.20%
Revolving Facility						0.00%			—			0.45%						0.75%			—			1.45%						N/A

The Revolving Facility and the 2022 Term Loan Facility include a sustainability component whereby pricing can improve upon our achievement of certain sustainability ratings, determined via an independent third party evaluation.

In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. Under the Credit Facility, we are required to pay a facility fee ranging from 0.10% to 0.30%. We are also required to pay customary letter of credit fees. Under the 2022 Term Loan Facility, we were required to pay an unused commitment fee to the lenders equal to the daily unused balance of the Delayed Draw Term Loan commitments at a rate of 0.20% per annum prior to December 8, 2022 when the commitments were fully funded.

Prepayments and Amortization

No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2020 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to LIBOR loans or Term SOFR loans subsequent to the amendment of the Credit Facility on April 18, 2023. We are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility (a) on or prior to the first anniversary of the closing subject to a 2.0% prepayment fee, (b) on or prior to the second anniversary of the closing subject to a 1.0% prepayment fee, and (c) at any time thereafter without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities.

Loan Covenants

The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our subsidiaries to (i) engage in certain mergers, consolidations, or liquidations, (ii) sell, lease, or transfer all or substantially all of their respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.

The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, (v) minimum unsecured interest coverage ratio, and (vi) maximum secured recourse. If at any time we do not have an Investment Grade Rating (defined below), we will also be required to maintain a maximum secured recourse leverage ratio. If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder. As of March 31, 2023, and through the date our condensed consolidated financial statements were issued, we believe we were in compliance with all affirmative and negative covenants for the Credit Facility and the 2022 Term Loan Facility.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Guarantees

After obtaining the requisite rating on our non-credit enhanced, senior unsecured long term debt as defined in the Credit Facility agreement (the “Investment Grade Rating”), our direct and indirect wholly owned subsidiaries that directly own unencumbered assets (the “Subsidiary Guarantors”) were released from their previous guarantee requirements under the Credit Facility (the “Investment Grade Release”) effective May 5, 2021. Prior to the Investment Grade Release, the obligations under the Credit Facility were guaranteed on a joint and several basis by each Subsidiary Guarantor, subject to certain exceptions.

On September 17, 2021, as a result of the execution of a parent guaranty agreement, the obligations under the Credit Facility became guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub. In connection with the 2022 Term Loan Facility, we entered into a similar parent guaranty agreement with INVH, the General Partner, and IH Merger Sub.

Convertible Senior Notes

In connection with the SWH merger, we assumed certain convertible senior notes including $345,000 in aggregate principal amount of 3.50% convertible senior notes due 2022 issued by SWH in January 2017 (the “2022 Convertible Notes”). Interest on the 2022 Convertible Notes was payable semiannually in arrears on January 15th and July 15th of each year, and the 2022 Convertible Notes had an effective interest rate of 5.12% which included the effect of an adjustment to the fair value of the debt in connection with the SWH merger. On January 18, 2022, we settled the $141,490 outstanding principal balance of the 2022 Convertible Notes with the issuance of 6,216,261 shares of our common stock and a cash payment of $271.

Debt Maturities Schedule

The following table summarizes the contractual maturities of our debt as of March 31, 2023:

Year						Mortgage Loans**(1)**						Secured Term Loan						Unsecured Notes						Term Loan Facilities**(2)**						Revolving Facility**(2)**												Total
2023						$	—					$	—					$	—					$	—					$	—											$	—
2024						657,258						—						—						—						—												657,258
2025						—						—						—						2,500,000						—												2,500,000
2026						—						—						—						—						—												—
2027						993,675						—						—						—						—												993,675
Thereafter						—						403,129						2,550,000						725,000						—												3,678,129
Total						1,650,933						403,129						2,550,000						3,225,000						—												7,829,062
Less: deferred financing costs, net						(7,478)						(1,778)						(19,278)						(19,357)						—												(47,891)
Less: unamortized debt discount						(1,496)						—						(11,622)						—						—												(13,118)
Total						$	1,641,959					$	401,351					$	2,519,100					$	3,205,643					$	—											$	7,768,053

(1)The maturity dates of the obligations are reflective of all extensions that have been exercised as of March 31, 2023. If fully extended, we would have no mortgage loans maturing before 2026. Such extensions are available provided there is no continuing event of default under the respective mortgage loan agreement and the Borrower Entity obtains and delivers to the lender a replacement interest rate cap agreement from an approved counterparty within the required timeframe.

(2)If we exercise the two six month extension options, the maturity date for the 2020 Term Loan Facility and the Revolving Facility will be January 31, 2026.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 8—Derivative Instruments

From time to time, we enter into derivative instruments to manage the economic risk of changes in interest rates. We do not enter into derivative transactions for speculative or trading purposes. Designated hedges are derivatives that meet the criteria for hedge accounting and that we have elected to designate as hedges. Non-designated hedges are derivatives that do not meet the criteria for hedge accounting or that we did not elect to designate as hedges.

Designated Hedges

We have entered into various interest rate swap agreements, which are used to hedge the variable cash flows associated with variable-rate interest payments. Each of our swap agreements is designated for hedge accounting purposes and is currently indexed to either one month SOFR or one month LIBOR. 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 and all of our LIBOR-indexed interest rate swap agreements such that each agreement is now indexed to SOFR. Pursuant to the terms of its underlying loan agreement, one of our mortgage loans, IH 2018-4, will remain indexed to LIBOR until the discontinuation thereof on June 30, 2023. At that time, the loan will transition to SOFR, and the related interest rap cap will be amended. See Note 2 for additional information about reference rate reform and our transition from LIBOR and Note 15 regarding the swap modifications that occurred subsequent to March 31, 2023. Changes in the fair value of these swaps are recorded in other comprehensive income and are subsequently reclassified into earnings in the period in which the hedged forecasted transactions affect earnings.

The table below summarizes our interest rate swap instruments as of March 31, 2023:

Agreement Date						Forward Effective Date						Maturity Date						Strike Rate						Index**(1)**						Notional Amount
April 19, 2018						January 31, 2019						January 31, 2025						2.86%						One month LIBOR						$	400,000
April 19, 2018						March 15, 2019						November 30, 2024						2.85%						One month LIBOR						400,000
April 19, 2018						March 15, 2019						February 28, 2025						2.86%						One month LIBOR						400,000
May 8, 2018						March 9, 2020						June 9, 2025						2.99%						One month LIBOR						325,000
May 8, 2018						June 9, 2020						June 9, 2025						2.99%						One month LIBOR						595,000
June 28, 2018						August 7, 2020						July 9, 2025						2.90%						One month LIBOR						1,100,000
December 9, 2019						July 15, 2021						November 30, 2024						2.90%						One month LIBOR						400,000
November 7, 2018						March 15, 2022						July 31, 2025						3.14%						One month LIBOR						200,000
March 22, 2023						July 9, 2025						May 31, 2029						2.99%						One month SOFR						300,000

(1)On April 18, 2023, we converted the variable rate on each of our interest rate swap agreements indexed to one month LIBOR to one month Term SOFR. These modifications did not change the notional amounts or maturity dates noted in the table above, and the new strike rates range from 2.78% to 3.08%. The effective date of these modifications varies based on the monthly interest re-set date within the existing interest rate swap agreements, and two of the agreements have an effective modification date of March 31, 2023. See Note 15 for additional information about these modifications.

During the three months ended March 31, 2022, we terminated interest rate swaps or portions thereof and paid the counterparties $13,292 in connection with these terminations. There were no such terminations during the three months ended March 31, 2023.

During the three months ended March 31, 2023 and 2022, the derivatives in the table above were used to hedge the variable cash flows associated with existing variable-rate interest payments. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, we estimate that $57,795 will be reclassified to earnings as a decrease in interest expense.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Non-Designated Hedges

Concurrent with entering into certain of the mortgage loan agreements and in connection with previous mergers, we entered into or acquired and maintain interest rate cap agreements with terms and notional amounts equivalent to the terms and amounts of the mortgage loans made by the third party lenders. Currently, each of our cap agreements is indexed to one month LIBOR, which will not be published after June 30, 2023. We will work with the counterparties to our cap agreements to adjust each floating rate to a comparable or successor rate. To the extent that the maturity date of one or more of the mortgage loans is extended through an exercise of one or more extension options, replacement or extension interest rate cap agreements must be executed with terms similar to those associated with the initial interest rate cap agreements and strike prices equal to the greater of the interest rate cap strike price and the interest rate at which the debt service coverage ratio (as defined) is not less than 1.2 to 1.0. The interest rate cap agreements, including all of our rights to payments owed by the counterparties and all other rights, have been pledged as additional collateral for the mortgage loans. Additionally, in certain instances, in order to minimize the cash impact of purchasing required interest rate caps, we simultaneously sell interest rate caps (which have identical terms and notional amounts) such that the purchase price and sales proceeds of the related interest rate caps are intended to offset each other. The purchased and sold interest rate caps have strike prices ranging from approximately 8.46% to 9.00%.

Fair Values of Derivative Instruments on the Condensed Consolidated Balance Sheets

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022:

						Asset Derivatives																		Liability Derivatives
												Fair Value as of																		Fair Value as of
						Balance Sheet Location						March 31, 2023						December 31, 2022						Balance Sheet Location						March 31, 2023						December 31, 2022
Derivatives designated as hedging instruments:
Interest rate swaps						Other assets						$	86,808					$	119,157					Other liabilities						$	1,696					$	—
Derivatives not designated as hedging instruments:
Interest rate caps						Other assets						51						36						Other liabilities						—						—
Total												$	86,859					$	119,193											$	1,696					$	—

Offsetting Derivatives

We enter into master netting arrangements, which reduce risk by permitting net settlement of transactions with the same counterparty. The tables below present a gross presentation, the effects of offsetting, and a net presentation of our derivatives as of March 31, 2023 and December 31, 2022:

						March 31, 2023
																								Gross Amounts Not Offset in the Statement of Financial Position
						Gross Amounts of Recognized Assets/ Liabilities						Gross Amounts Offset in the Statement of Financial Position						Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position						Financial Instruments						Cash Collateral Received						Net Amount
Offsetting assets:
Derivatives						$	86,859					$	—					$	86,859					$	—					$	—					$	86,859
Offsetting liabilities:
Derivatives						$	1,696					$	—					$	1,696					$	—					$	—					$	1,696

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

						December 31, 2022
																								Gross Amounts Not Offset in the Statement of Financial Position
						Gross Amounts of Recognized Assets/ Liabilities						Gross Amounts Offset in the Statement of Financial Position						Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position						Financial Instruments						Cash Collateral Received						Net Amount
Offsetting assets:
Derivatives						$	119,193					$	—					$	119,193					$	—					$	—					$	119,193
Offsetting liabilities:
Derivatives						$	—					$	—					$	—					$	—					$	—					$	—

Effect of Derivative Instruments on the Condensed Consolidated Statements of Comprehensive Income (Loss) and the Condensed Consolidated Statements of Operations

The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of comprehensive income (loss) and the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022:

						Amount of Gain (Loss) Recognized in OCI on Derivative												Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income						Amount of Gain (Loss) Reclassified from Accumulated OCI into Net Income												Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations
						For the Three Months Ended March 31,															For the Three Months Ended March 31,												For the Three Months Ended March 31,
						2023						2022									2023						2022						2023						2022
Derivatives in cash flow hedging relationships:
Interest rate swaps						$	(18,755)					$	176,065					Interest expense						$	12,981					$	(31,228)					$	78,047					$	74,389

						Location of Gain Recognized in Net Income on Derivative						Amount of Gain Recognized in Net Income on Derivative
									For the Three Months Ended March 31,
									2023						2022
Derivatives not designated as hedging instruments:
Interest rate caps						Interest expense						$	(15)					$	(20)

Credit-Risk-Related Contingent Features

The agreements with our derivative counterparties which govern our interest rate swap agreements contain a provision where we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness.

As of March 31, 2023, the fair value of certain derivatives in a net liability position was $1,696. If we had breached any of these provisions at March 31, 2023, we could have been required to settle the obligations under the agreements at their termination value, which includes accrued interest and excludes the nonperformance risk related to these agreements, of $1,798.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 9—Stockholders' Equity

As of March 31, 2023, we have issued 611,863,780 shares of common stock. In addition, we issue OP Units from time to time which, upon vesting, are redeemable for shares of our common stock on a one-for-one basis or, in our sole discretion, cash and are reflected as non-controlling interests on our condensed consolidated balance sheets and statements of equity. As of March 31, 2023, 1,861,950 outstanding OP Units are redeemable.

During the three months ended March 31, 2023 and 2022, we issued 452,398 and 8,799,023 shares of common stock, respectively.

At the Market Equity Program

On December 20, 2021, we entered into distribution agreements with a syndicate of banks (the “Agents” and the “Forward Sellers”), pursuant to which we may sell, from time to time, up to an aggregate sales price of $1,250,000 of our common stock through the Agents and the Forward Sellers (the “2021 ATM Equity Program”). In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction. During the three months ended March 31, 2022, we sold 2,078,773 shares of our common stock under our 2021 ATM Equity Program, generating net proceeds of $83,959 after giving effect to Agent commissions and other costs totaling $1,313. We did not sell any shares of common stock under the 2021 ATM Equity Program during the three months ended March 31, 2023. As of March 31, 2023, $1,150,000 remains available for future offerings under the 2021 ATM Equity Program.

Dividends

To qualify as a REIT, we are required to distribute annually to our stockholders at least 90% of our REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and to pay tax at regular corporate rates to the extent that we annually distribute less than 100% of our net taxable income. We intend to pay quarterly dividends to our stockholders that in the aggregate are approximately equal to or exceed our net taxable income in the relevant year. The timing, form, and amount of distributions, if any, to our stockholders, will be at the sole discretion of our board of directors.

The following table summarizes our dividends declared from January 1, 2022 through March 31, 2023:

						Record Date						Amount per Share						Pay Date						Total Amount Declared
Q1-2023						February 14, 2023						$	0.26					February 28, 2023						$	158,453
Q4-2022						November 8, 2022						0.22						November 23, 2022						135,654
Q3-2022						August 9, 2022						0.22						August 26, 2022						135,042
Q2-2022						May 10, 2022						0.22						May 27, 2022						134,744
Q1-2022						February 14, 2022						0.22						February 28, 2022						134,240

On April 27, 2023, our board of directors declared a dividend of $0.26 per share to stockholders of record on May 10, 2023, which is payable on May 26, 2023 (see Note 15).

Note 10—Share-Based Compensation

Our board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Our share-based awards consist of restricted stock units (“RSUs”), which may be time vesting, performance based vesting, or market based vesting, and Outperformance Awards (defined below). Time-vesting RSUs are participating securities for earnings (loss) per share (“EPS”) purposes, and performance and market based RSUs (“PRSUs”) and Outperformance Awards are not. For detailed discussion of RSUs and PRSUs issued prior to January 1, 2023, refer to our Annual Report on Form 10-K for the year ended December 31, 2022.

Share-Based Awards

The following summarizes our share-based award activity during the three months ended March 31, 2023.

Annual Long Term Incentive Plan (“LTIP”):

*•*Annual LTIP Awards Granted: During the three months ended March 31, 2023, we granted 764,804 RSUs pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market based vesting conditions, and performance based vesting conditions, each of which is subject to continued employment through the applicable vesting date.

LTIP time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).

All of the LTIP Awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules.

*•*PRSU Results: During the three months ended March 31, 2023, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 188,001 shares of common stock. Such awards are reflected as an increase in the number of awards granted and vested in the table below.

Other Award Activity

*•*Modifications: On February 1, 2023, the vesting conditions of certain outstanding equity awards with a pre-modification aggregate fair value of $3,741 were modified resulting, in an incremental $309 of share-based compensation expense over the remaining service period. During the three months ended March 31, 2023, $1,941 of previously recognized share-based compensation expense with respect to these awards was reversed, and we began amortizing the modified fair value over the remaining service period.

Outperformance Awards

On May 1, 2019, the Compensation Committee approved equity based awards in the form of PRSUs and OP Units (the “2019 Outperformance Awards”). The 2019 Outperformance Awards included market based vesting conditions related to absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2022. In April 2022, the absolute TSR and the relative TSR were separately calculated, and the Compensation Committee certified achievement of each at maximum achievement. The number of earned 2019 Outperformance Awards was then determined based on the earned dollar value of the awards (at maximum) and the stock price at the performance certification date, resulting in 311,425 earned PRSUs and 498,224 earned OP Units. Earned awards vested 50% on the certification date in April 2022, 25% vested on March 31, 2023, and the remaining 25% will vest on March 31, 2024, subject to continued employment. The estimated fair value of 2019 Outperformance Awards that fully vested during the three months ended March 31, 2023 was an aggregate $3,009. The aggregate $12,160 grant-date fair value of the 2019 Outperformance Awards that were earned was determined based on Monte-Carlo option pricing models which estimated the probability of achievement of the TSR thresholds. The grant-date fair value is amortized ratably over each vesting period.

On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs and OP Units (the “2022 Outperformance Awards” and together with the 2019 Outperformance Awards, the “Outperformance Awards”). The 2022 Outperformance Awards may be earned based on the achievement of rigorous absolute TSR and relative TSR return thresholds over a three year performance period ending March 31, 2025. The 2022 Outperformance Awards provide that upon completion of 75% of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date will be calculated consistent with the award

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

terms. To the extent performance through the Interim Measurement Date would result in a payout if the performance period had ended on that date, a minimum of 50% of such hypothetical payout amounts will be guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. The final award achievement will be equal to the greater of the payouts determined based on the Interim Measurement Date and performance through March 31, 2025. Upon completion of the performance period, the dollar value of the awards earned under the absolute and relative TSR components will be separately calculated, and the number of earned 2022 Outperformance Awards will be determined based on the earned dollar value of the awards and the stock price at the performance certification date. Earned awards will vest 50% on the certification date and 50% on March 31, 2026, subject to continued employment. 2022 Outperformance Awards with an approximate aggregate $20,800 grant-date fair value have been issued and remain outstanding. The grant-date fair value was determined based on Monte-Carlo option pricing models which estimate the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period.

Summary of Total Share-Based Awards

The following table summarizes activity related to non-vested time-vesting RSUs and PRSUs, other than Outperformance Awards, during the three months ended March 31, 2023:

						Time-Vesting Awards												PRSUs												Total Share-Based Awards**(1)**
						Number						Weighted Average Grant Date Fair Value (Actual $)						Number						Weighted Average Grant Date Fair Value (Actual $)						Number						Weighted Average Grant Date Fair Value (Actual $)
Balance, December 31, 2022						509,872						$	34.54					1,211,571						$	32.08					1,721,443						$	32.81
Granted						239,815						30.36						712,990						30.46						952,805						30.44
Vested(2)						(179,391)						(32.26)						(505,933)						(31.54)						(685,324)						(31.73)
Forfeited / canceled						(557)						(37.45)						(632)						(32.83)						(1,189)						(34.99)
Balance, March 31, 2023						569,739						$	33.49					1,417,996						$	31.46					1,987,735						$	32.04

(1)Total share-based awards excludes Outperformance Awards.

(2)All vested share-based awards are included in basic EPS for the periods after each award’s vesting date. The estimated aggregate fair value of share-based awards that fully vested during the three months ended March 31, 2023 was $21,781. During the three months ended March 31, 2023, 111 RSUs were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.

Grant-Date Fair Values

The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models for such awards granted or modified during the three months ended March 31, 2023:

						For the Three Months Ended March 31, 2023
Expected volatility(1)						20.5% — 30.0%
Risk-free rate						4.31% — 4.62%
Expected holding period (years)						1.00 — 2.84

(1)Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Summary of Total Share-Based Compensation Expense

During the three months ended March 31, 2023 and 2022, we recognized share-based compensation expense as follows:

						For the Three Months Ended March 31,
						2023						2022
General and administrative						$	4,538					$	5,220
Property management expense						1,960						1,426
Total						$	6,498					$	6,646

As of March 31, 2023, there is $53,433 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 2.14 years.

Note 11—Fair Value Measurements

The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and certain components of other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements, interest rate cap agreements, and investments in equity securities with a readily determinable fair value are recorded at fair value on a recurring basis within our condensed consolidated financial statements. The fair values of our interest rate caps and swaps, which are classified as Level 2 in the fair value hierarchy, are estimated using market values of instruments with similar attributes and maturities. See Note 8 for the details of the condensed consolidated balance sheet classification and the fair values for the interest rate caps and swaps. The fair values of our investments in equity securities with a readily determinable fair value are classified as Level 1 in the fair value hierarchy. For additional information related to our investments in equity securities as of March 31, 2023 and December 31, 2022, refer to Note 6.

Recurring Fair Value Measurements

The following table displays the carrying values and fair values of financial instruments as of March 31, 2023 and December 31, 2022:

												March 31, 2023												December 31, 2022
												Carrying Value						Fair Value						Carrying Value						Fair Value
Assets carried at historical cost on the condensed consolidated balance sheets:
Investments in debt securities(1)						Level 2						$	86,910					$	85,441					$	86,980					$	84,992
Liabilities carried at historical cost on the condensed consolidated balance sheets:
Unsecured Notes — public offering(2)						Level 1						$	2,238,378					$	1,844,616					$	2,238,066					$	1,798,658
Mortgage loans(3)						Level 2						1,649,437						1,595,558						1,653,724						1,588,550
Unsecured Notes — private placement(4)						Level 2						300,000						235,031						300,000						228,726
Secured Term Loan(5)						Level 3						403,129						365,141						403,363						356,557
Term Loan Facilities(6)						Level 3						3,225,000						3,231,074						3,225,000						3,233,677

(1)The carrying values of investments in debt securities are shown net of discount.

(2)The carrying value of the Unsecured Notes — public offering includes $11,622 and $11,934 of unamortized discount and excludes $17,973 and $18,534 of deferred financing costs as of March 31, 2023 and December 31, 2022, respectively.

(3)The carrying values of the mortgage loans are shown net of discount and exclude $7,478 and $7,929 of deferred financing costs as of March 31, 2023 and December 31, 2022, respectively.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

(4)The carrying value of the Unsecured Notes — private placement excludes $1,305 and $1,347 of deferred financing costs as of March 31, 2023 and December 31, 2022, respectively.

(5)The carrying value of the Secured Term Loan excludes $1,778 and $1,833 of deferred financing costs as of March 31, 2023 and December 31, 2022, respectively.

(6)The carrying values of the Term Loan Facilities exclude $19,357 and $21,433 of deferred financing costs as of March 31, 2023 and December 31, 2022, respectively.

We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy. The fair values of our investments in debt securities, Unsecured Notes — private placement, and mortgage loans, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at period end.

We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts our ability to classify securities as Level 2 or Level 3.

The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of March 31, 2023:

						Quantitative Information about Level 3 Fair Value Measurement**(1)**
						Fair Value						Valuation Technique						Unobservable Input						Rate
Secured Term Loan						$	365,141					Discounted Cash Flow						Effective Rate						4.99%
Term Loan Facilities						3,231,074						Discounted Cash Flow						Effective Rate						3.92%			—			6.28%

(1)Our Level 3 fair value instruments require interest only payments.

Nonrecurring Fair Value Measurements

Our assets measured at fair value on a nonrecurring basis are those assets for which we have recorded impairments.

Single-Family Residential Properties

The single-family residential properties for which we have recorded impairments, measured at fair value on a nonrecurring basis, are summarized below:

						For the Three Months Ended March 31,
						2023						2022
Investments in single-family residential properties, net held for sale (Level 3):
Pre-impairment amount						$	690					$	523
Total impairments						(178)						(101)
Fair value						$	512					$	422

We did not record any impairments for our investments in single-family residential properties, net held for use during the three months ended March 31, 2023 and 2022. For additional information related to our single-family residential properties as of March 31, 2023 and December 31, 2022, refer to Note 3.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 12—Earnings per Share

Basic and diluted EPS are calculated as follows:

						For the Three Months Ended March 31,
						2023						2022
(in thousands, except share and per share data)
Numerator:
Net income available to common stockholders — basic and diluted						$	120,071					$	92,395
Denominator:
Weighted average common shares outstanding — basic						611,588,465						606,410,225
Effect of dilutive securities:
Incremental shares attributed to non-vested share-based awards						975,833						1,498,173
Weighted average common shares outstanding — diluted						612,564,298						607,908,398
Net income per common share — basic						$	0.20					$	0.15
Net income per common share — diluted						$	0.20					$	0.15

Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. Because their inclusion would have been anti-dilutive, 63,556 incremental shares attributed to non-vested share-based awards are excluded from the denominator for the three months ended March 31, 2022. There were no such incremental shares for the three months ended March 31, 2023.

For the three months ended March 31, 2023 and 2022, vested OP Units have been excluded from the computation of EPS because all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders.

The outstanding balance of the 2022 Convertible Notes was settled in January 2022. For the three months ended March 31, 2022, using the “if-converted” method, 1,176,431 potential shares of common stock issuable upon the conversion of the 2022 Convertible Notes, are excluded from the computation of diluted EPS as they are anti-dilutive. Additionally, no adjustment to the numerator was required for interest expense related to the 2022 Convertible Notes for the three months ended March 31, 2022. See Note 7 for further discussion about the 2022 Convertible Notes.

Note 13—Income Tax

We account for income taxes under the asset and liability method. For our taxable REIT subsidiaries (“TRSs”), deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not. As of March 31, 2023 and December 31, 2022, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.

We have sold assets that were either subject to state and local income taxes or Section 337(d) of the Internal Revenue Code of 1986, as amended, or were held by TRSs. These transactions resulted in $79 of current income tax expense for the three months ended March 31, 2022, which has been recorded in gain on sale of property, net of tax in the condensed consolidated statements of operations. There was no current income tax expense related to such transactions for the three months ended March 31, 2023.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 14—Commitments and Contingencies

Lease Commitments

The following table sets forth our fixed lease payment commitments as a lessee as of March 31, 2023, for the periods below:

Year						Operating Leases						Finance Leases
Remainder of 2023						$	3,393					$	2,067
2024						4,544						1,005
2025						3,157						316
2026						1,960						184
2027						1,264						—
Thereafter						429						—
Total lease payments						14,747						3,572
Less: imputed interest						(872)						(107)
Total lease liability						$	13,875					$	3,465

The components of lease expense for the three months ended March 31, 2023 and 2022 are as follows:

						For the Three Months Ended March 31,
						2023						2022
Operating lease cost:
Fixed lease cost						$	893					$	835
Variable lease cost						326						372
Total operating lease cost						$	1,219					$	1,207
Finance lease cost:
Amortization of ROU assets						$	622					$	685
Interest on lease liabilities						56						68
Total finance lease cost						$	678					$	753

New-Build Commitments

We have entered into binding purchase agreements with certain homebuilders for the purchase of 2,233 homes over the next seven years. Estimated remaining commitments under these agreements total approximately $720,000 as of March 31, 2023.

Insurance Policies

Pursuant to the terms of certain of our loan agreements (see Note 7), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties. As of March 31, 2023, there are no material contingent liabilities related to uninsured losses with respect to our properties except as described below.

INVITATION HOMES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Hurricane-Related Losses

During the third and fourth quarters of 2022, Hurricanes Ian and Nicole damaged certain of our properties in Florida and the Carolinas. As of March 31, 2023, we have recorded $6,000 of receivables for the portion of the hurricane related damages we believe will be recoverable through our property and casualty insurance policies which provide coverage for wind and flood damage, as well as business interruption costs during the period of remediation and repairs, subject to specified deductibles and limits. Additionally, as of March 31, 2023, the accounts payable and accrued expenses balance in our condensed consolidated balance sheet includes a $6,800 accrual representing our estimate for expenditures required to complete repairs.

Legal Matters

We are subject to various legal proceedings and claims that arise in the ordinary course of our business as well as congressional and regulatory inquiries and engagements. We accrue a liability when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We do not believe that the final outcome of these proceedings or matters will have a material adverse effect on our condensed consolidated financial statements.

Note 15—Subsequent Events

In connection with the preparation of the accompanying condensed consolidated financial statements, we have evaluated events and transactions occurring after March 31, 2023, for potential recognition or disclosure.

SOFR Conversion

On April 18, 2023, we amended the Credit Facility to convert the applicable interest rate from a LIBOR-based index to a SOFR-based index and converted the variable rate on our interest rate swap agreements from one month LIBOR to one month Term SOFR. In connection with these modifications, we elected to apply the optional expedients in ASU 2020-04 that enable us to consider the new swaps a continuation of the existing contracts and to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. As a result, the transition from LIBOR for these financial instruments is not expected to impact our hedge accounting or to have a material impact on our condensed consolidated financial statements.

Dividend Declaration

On April 27, 2023, our board of directors declared a dividend of $0.26 per share to stockholders of record on May 10, 2023, which is payable on May 26, 2023.