Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

INVITATION HOMES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share data)



	September 30, 2024		December 31, 2023
	(unaudited)
Assets:
Investments in single-family residential properties:
Land	$	4,888,815	$	4,881,890
Building and improvements	17,121,848		16,670,006
	22,010,663		21,551,896
Less: accumulated depreciation	(4,726,032)		(4,262,682)
Investments in single-family residential properties, net	17,284,631		17,289,214
Cash and cash equivalents	1,027,199		700,618
Restricted cash	218,273		196,866
Goodwill	258,207		258,207
Investments in unconsolidated joint ventures	244,647		247,166
Other assets, net	599,891		528,896
Total assets	$	19,632,848	$	19,220,967

Liabilities:
Mortgage loans, net	$	1,614,220	$	1,627,256
Secured term loan, net	401,595		401,515
Unsecured notes, net	3,799,034		3,305,467
Term loan facilities, net	2,444,054		3,211,814
Revolving facility	750,000		—

Accounts payable and accrued expenses	398,894		200,590
Resident security deposits	180,484		180,455
Other liabilities	92,905		103,435
Total liabilities	9,681,186		9,030,532
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 September 30, 2024 and December 31, 2023	—		—
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 612,605,478 and 611,958,239 outstanding as of September 30, 2024 and December 31, 2023, respectively	6,126		6,120
Additional paid-in capital	11,164,240		11,156,736
Accumulated deficit	(1,275,601)		(1,070,586)
Accumulated other comprehensive income	21,310		63,701
Total stockholders’ equity	9,916,075		10,155,971
Non-controlling interests	35,587		34,464
Total equity	9,951,662		10,190,435
Total liabilities and equity	$	19,632,848	$	19,220,967

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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues:
Rental revenues and other property income	$	641,342	$	614,291	$	1,910,914	$	1,797,730
Management fee revenues	18,980		3,404		48,898		10,227
Total revenues	660,322		617,695		1,959,812		1,807,957

Expenses:
Property operating and maintenance	242,228		229,488		706,809		651,793
Property management expense	34,382		23,399		98,252		70,563
General and administrative	21,727		22,714		66,673		59,957
Interest expense	91,060		86,736		270,912		243,408
Depreciation and amortization	180,479		170,696		532,414		501,128
Casualty losses, impairment, and other	20,872		2,496		35,362		5,527
Total expenses	590,748		535,529		1,710,422		1,532,376

Gains (losses) on investments in equity and other securities, net	(257)		(499)		1,038		113
Other, net	(9,345)		(2,533)		(57,384)		(7,968)
Gain on sale of property, net of tax	47,766		57,989		141,531		134,448
Losses from investments in unconsolidated joint ventures	(12,160)		(4,902)		(22,780)		(11,087)

Net income	95,578		132,221		311,795		391,087
Net income attributable to non-controlling interests	(309)		(403)		(988)		(1,163)

Net income attributable to common stockholders	95,269		131,818		310,807		389,924
Net income available to participating securities	(185)		(181)		(584)		(518)


Net income available to common stockholders — basic and diluted (Note 12)	$	95,084	$	131,637	$	310,223	$	389,406



Weighted average common shares outstanding — basic	612,674,802		612,000,811		612,508,300		611,849,302
Weighted average common shares outstanding — diluted	613,645,188		613,580,042		613,759,171		613,155,041

Net income per common share — basic	$	0.16	$	0.22	$	0.51	$	0.64
Net income per common share — diluted	$	0.15	$	0.21	$	0.51	$	0.64

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

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2024		2023		2024		2023
Net income	$	95,578	$	132,221	$	311,795	$	391,087

Other comprehensive income (loss)
Unrealized gains (losses) on interest rate swaps	(21,587)		27,845		21,734		73,853
Gains from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss)	(21,222)		(21,081)		(64,251)		(52,023)
Other comprehensive income (loss)	(42,809)		6,764		(42,517)		21,830
Comprehensive income	52,769		138,985		269,278		412,917
Comprehensive income attributable to non-controlling interests	(171)		(423)		(863)		(1,250)

Comprehensive income attributable to common stockholders	$	52,598	$	138,562	$	268,415	$	411,667

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

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

For the Three and Nine Months Ended September 30, 2024

(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		Total Stockholders' Equity		Non-Controlling Interests		Total Equity












































Balance as of June 30, 2024	612,594,044	$	6,126	$	11,159,835	$	(1,198,481)	$	63,981	$	10,031,461	$	35,248	$	10,066,709
Capital distributions	—	—		—		—		—		—		(580)		(580)
Net income	—	—		—		95,269		—		95,269		309		95,578
Dividends and dividend equivalents declared ($0.28 per share)	—	—		—		(172,389)		—		(172,389)		—		(172,389)
Issuance of common stock — settlement of RSUs, net of tax	11,434	—		(264)		—		—		(264)		—		(264)
Share-based compensation expense	—	—		4,669		—		—		4,669		748		5,417
Total other comprehensive loss	—	—		—		—		(42,671)		(42,671)		(138)		(42,809)

Balance as of September 30, 2024	612,605,478	$	6,126	$	11,164,240	$	(1,275,601)	$	21,310	$	9,916,075	$	35,587	$	9,951,662


	Common Stock
	Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Equity		Non-Controlling Interests		Total Equity












































Balance as of December 31, 2023	611,958,239	$	6,120	$	11,156,736	$	(1,070,586)	$	63,701	$	10,155,971	$	34,464	$	10,190,435
Capital distributions	—	—		—		—		—		—		(2,144)		(2,144)
Net income	—	—		—		310,807		—		310,807		988		311,795
Dividends and dividend equivalents declared ($0.84 per share)	—	—		—		(515,822)		—		(515,822)		—		(515,822)
Issuance of common stock — settlement of RSUs, net of tax	639,739	6		(10,900)		—		—		(10,894)		—		(10,894)
Share-based compensation expense	—	—		18,324		—		—		18,324		2,485		20,809
Total other comprehensive loss	—	—		—		—		(42,392)		(42,392)		(125)		(42,517)
Redemption of OP Units for common stock	7,500	—		80		—		1		81		(81)		—
Balance as of September 30, 2024	612,605,478	$	6,126	$	11,164,240	$	(1,275,601)	$	21,310	$	9,916,075	$	35,587	$	9,951,662

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

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (continued)

For the Three and Nine Months Ended September 30, 2023

(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		Total Stockholders' Equity		Non-Controlling Interests		Total Equity












































Balance as of June 30, 2023	611,956,170	$	6,120	$	11,141,829	$	(1,011,060)	$	112,984	10,249,873		$	32,835	$	10,282,708
Capital distributions	—	—		—		—		—		—		(514)		(514)
Net income	—	—		—		131,818		—		131,818		403		132,221
Dividends and dividend equivalents declared ($0.26 per share)	—	—		—		(160,540)		—		(160,540)		—		(160,540)
Issuance of common stock — settlement of RSUs, net of tax	2,069	—		(22)		—		—		(22)		—		(22)
Share-based compensation expense	—	—		7,925		—		—		7,925		1,004		8,929
Total other comprehensive income	—	—		—		—		6,744		6,744		20		6,764
Balance as of September 30, 2023	611,958,239	$	6,120	$	11,149,732	$	(1,039,782)	$	119,728	$	10,235,798	$	33,748	$	10,269,546


	Common Stock
	Number of Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		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	—	—		—		—		—		—		(1,860)		(1,860)
Net income	—	—		—		389,924		—		389,924		1,163		391,087
Dividends and dividend equivalents declared ($0.78 per share)	—	—		—		(478,486)		—		(478,486)		—		(478,486)
Issuance of common stock — settlement of RSUs, net of tax	546,857	6		(8,155)		—		—		(8,149)		—		(8,149)
Share-based compensation expense	—	—		19,424		—		—		19,424		2,069		21,493
Total other comprehensive income	—	—		—		—		21,743		21,743		87		21,830

Balance as of September 30, 2023	611,958,239	$	6,120	$	11,149,732	$	(1,039,782)	$	119,728	$	10,235,798	$	33,748	$	10,269,546

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 Nine Months Ended September 30,
	2024		2023
Operating Activities:
Net income	$	311,795	$	391,087

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	532,414		501,128
Share-based compensation expense	20,809		21,493
Amortization of deferred financing costs	13,410		12,003
Amortization of debt discounts	2,001		1,335
Provisions for impairment	330		342
Gains on investments in equity and other securities, net	(1,038)		(113)
Gain on sale of property, net of tax	(141,531)		(134,448)
Change in fair value of derivative instruments	7,167		7,011
Losses from investments in unconsolidated joint ventures, net of operating distributions	24,644		13,370
Other non-cash amounts included in net income	23,472		4,236
Changes in operating assets and liabilities:
Other assets, net	(33,325)		(19,466)
Accounts payable and accrued expenses	193,480		185,826
Resident security deposits	29		4,559
Other liabilities	(4,660)		31,181
Net cash provided by operating activities	948,997		1,019,544

Investing Activities:
Amounts deposited and held by others	(510)		5,212
Acquisition of single-family residential properties	(543,039)		(906,845)
Initial renovations to single-family residential properties	(22,830)		(18,980)
Other capital expenditures for single-family residential properties	(167,677)		(162,398)
Proceeds from sale of single-family residential properties	305,849		354,409

Repayment proceeds from retained debt securities	640		627
Investments in equity securities	(3,448)		(32,610)

Investments in unconsolidated joint ventures	(39,546)		(442)
Non-operating distributions from unconsolidated joint ventures	17,421		9,613
Other investing activities	(39,557)		(18,182)
Net cash used in investing activities	(492,697)		(769,596)

Financing Activities:
Payment of dividends and dividend equivalents	(516,649)		(478,841)
Distributions to non-controlling interests	(2,144)		(1,860)
Payment of taxes related to net share settlement of RSUs	(10,894)		(8,149)

Payments on mortgage loans	(14,774)		(15,196)

Payments on secured term loan	(83)		(234)
Proceeds from unsecured notes	494,275		790,144

Proceeds from term loan facilities	1,750,000		—
Payments on term loan facilities	(2,500,000)		—
Proceeds from revolving facility	750,000		150,000
Payments on revolving facility	—		(150,000)

Deferred financing costs paid	(54,270)		(7,741)
Other financing activities	(3,773)		(2,107)
Net cash provided by (used in) financing activities	(108,312)		276,016

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)



	For the Nine Months Ended September 30,
	2024		2023
Change in cash, cash equivalents, and restricted cash	$	347,988	$	525,964
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)	897,484		453,927
Cash, cash equivalents, and restricted cash, end of period (Note 4)	$	1,245,472	$	979,891



Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized	$	247,592	$	212,434
Interest capitalized as investments in single-family residential properties, net	1,732		1,779
Cash paid for income taxes	107		86
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	4,814		4,597
Financing cash flows from finance leases	2,633		2,101

Non-cash investing and financing activities:
Accrued renovation improvements at period end	$	1,978	$	3,429
Accrued residential property capital improvements at period end	10,878		10,801
Transfer of residential property, net to other assets, net for held for sale assets	124,483		122,329
Change in other comprehensive income (loss) from cash flow hedges	(49,683)		14,860
ROU assets obtained in exchange for operating lease liabilities	14,408		72
ROU assets obtained in exchange for finance lease liabilities	8,508		2,057

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

INVITATION HOMES INC.

NOTES TO CONDENSED 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, and its wholly owned subsidiaries (collectively, the “Manager”), we provide all management and other administrative services with respect to the properties we own. The Manager also provides professional property and asset management services to portfolio owners of single-family homes for lease, including our investments in unconsolidated joint ventures.

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 September 30, 2024, 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, 2023.

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 and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

INVITATION HOMES INC.

NOTES TO CONDENSED 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 September 30, 2024 and December 31, 2023, and the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 include an allocation of the net income attributable to the non-controlling interest holders. OP Units are redeemable for shares of our common stock on a one-for-one basis or, 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), high unemployment levels, uncertainty in financial markets (including as a result of events affecting financial institutions, such as bank failures), ongoing geopolitical tension, and a general decline in business activity and/or consumer confidence. These factors could adversely affect (i) our ability to acquire, dispose of, or effectively manage 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. Inflationary pressures, bank failures, and other unfavorable global and regional economic conditions, as well as geopolitical events, may also negatively impact consumer income, credit availability, interest rates, and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations, including the ability of our residents to pay rent. 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.

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, 2023.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Recent Accounting Pronouncements

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations (Subtopic 805-60): Joint Venture Formations, which clarifies the business combination accounting for joint venture formations. The ASU is intended to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The ASU also seeks to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The updated standard is effective for all joint venture formations with a formation date on or after January 1, 2025. Retrospective application of the amendments are permitted. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard will be adopted upon its effective date for the year ended December 31, 2024 and interim periods thereafter. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and effectiveness of income tax disclosures. The updated standard is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.

Recent SEC Rules

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. Subsequent to issuance, the rules became the subject of litigation. The SEC has issued a stay to allow the legal process to proceed and has indicated that it will publish a new effective date for the rules, if ultimately implemented, at the conclusion of the stay. Unless legal challenges to the rule prevail, this rule will require registrants to disclose certain climate-related information in registration statements and annual reports and includes revisions to Regulation S-X, which would apply to our financial statements. We are currently assessing the effect of these new rules on our condensed consolidated financial statements and disclosures.

Note 3—Investments in Single-Family Residential Properties

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


	September 30, 2024		December 31, 2023
Land	$	4,888,815	$	4,881,890
Single-family residential property	16,412,255		15,977,256
Capital improvements	578,111		565,214
Equipment	131,482		127,536
Total gross investments in the properties	22,010,663		21,551,896
Less: accumulated depreciation	(4,726,032)		(4,262,682)
Investments in single-family residential properties, net	$	17,284,631	$	17,289,214

As of September 30, 2024 and December 31, 2023, the carrying amount of the residential properties above includes $138,338 and $135,004, respectively, of capitalized acquisition costs (excluding purchase price), along with $78,965 and $78,073, respectively, of capitalized interest, $31,505 and $30,531, respectively, of capitalized property taxes, $5,142 and $5,037, respectively, of capitalized insurance, and $3,735 and $3,691, respectively, of capitalized homeowners’ association (“HOA”) fees.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

During the three months ended September 30, 2024 and 2023, we recognized $176,174, and $167,921, respectively, of depreciation expense related to the components of the properties, and $4,305 and $2,775, 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 September 30, 2024 and 2023, impairments totaling $270 and $83, respectively, have been recognized and are included in casualty losses, impairment, and other in the condensed consolidated statements of operations. See Note 11 for additional information regarding these impairments.

During the nine months ended September 30, 2024 and 2023, we recognized $521,411, and $493,027, respectively, of depreciation expense related to the components of the properties, and $11,003 and $8,101, 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 nine months ended September 30, 2024 and 2023, impairments totaling $330 and $342, respectively, have been recognized and are included in casualty losses, 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:


	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	1,027,199	$	700,618
Restricted cash	218,273		196,866
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	1,245,472	$	897,484

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The balances of our restricted cash accounts, as of September 30, 2024 and December 31, 2023, are set forth in the table below. As of September 30, 2024 and December 31, 2023, 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.


	September 30, 2024		December 31, 2023
Resident security deposits	$	180,577	$	181,097
Property taxes	20,525		2,014
Collections	11,467		8,278
Letters of credit	2,716		2,489
Capital expenditures	2,297		2,297
Special and other reserves	691		691
Total	$	218,273	$	196,866

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 September 30, 2024 and December 31, 2023:


		Number of Properties Owned		Carrying Value
	Ownership Percentage	September 30, 2024	December 31, 2023	September 30, 2024		December 31, 2023
Pathway Property Company(1)	100.0%	582	504	$	106,565	$	120,639
2020 Rockpoint JV(1)	20.0%	2,606	2,609	46,129		62,578
Upward America JV(2)	7.2%	3,720	N/A	37,324		—
FNMA(3)	10.0%	392	426	23,820		32,303
Pathway Operating Company(4)	15.0%	N/A	N/A	20,735		21,008
2022 Rockpoint JV(1)	16.7%	319	309	10,074		10,638

Total				$	244,647	$	247,166

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

(2)Owns homes in markets within the Southeast United States, Florida, Minnesota, Tennessee, and Texas.

(3)Owns homes within the Western United States.

(4)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 September 30, 2024, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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, including a recent securitization transaction undertaken by a special purpose subsidiary of the 2020 Rockpoint JV. 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.

In April 2024, we entered into an agreement with Upward America Venture LP (“UA Venture”) to form a joint venture that will own homes in markets where we already own homes (the “Upward America JV”). Management of the Upward America JV is exclusively vested in a wholly owned subsidiary of UA Venture that serves as the general partner of the Upward America JV. In August 2024, a wholly owned subsidiary of INVH LP began providing property and asset management services for the 3,720 Upward America JV homes in which we own an interest and approximately 700 additional homes owned by the Upward America 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 September 30, 2024, we have funded $10,692 to the 2022 Rockpoint JV, and our remaining equity commitment is $39,308. 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.

We recorded net losses from these investments for the three months ended September 30, 2024 and 2023, totaling $12,160 and $4,902, respectively, and for the nine months ended September 30, 2024 and 2023, totaling $22,780 and $11,087, 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 September 30, 2024 and 2023, we earned $4,580 and $3,404, respectively, and for the nine months ended September 30, 2024 and 2023, we earned $11,686 and $10,227, respectively, of management fees which are included in management fee revenues in the condensed consolidated statements of operations. (See Note 6 for additional information regarding total management fee revenues.)

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 6—Other Assets

As of September 30, 2024 and December 31, 2023, the balances in other assets, net are as follows:


	September 30, 2024		December 31, 2023
Amounts deposited and held by others	$	115,337	$	92,151
Investments in debt securities, net	86,095		86,471
Rent and other receivables, net	68,400		60,810
Investments in equity and other securities	58,841		55,991
Held for sale assets(1)	57,723		46,203
Prepaid expenses	46,815		47,770
Corporate fixed assets, net	38,479		31,474
ROU lease assets — operating and finance, net	30,301		13,532
Derivative instruments (Note 8)	27,063		75,488
Deferred financing costs, net	25,264		2,972

Other	45,573		16,034
Total	$	599,891	$	528,896

(1)As of September 30, 2024 and December 31, 2023, 269 and 189 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 $86,095, net of unamortized discounts of $968 as of September 30, 2024. These investments in debt securities are classified as held to maturity investments. As of September 30, 2024, 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 three months to three 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 September 30, 2024 and 2023, rental revenues and other property income includes $43,347 and $41,301 of variable lease payments, respectively. For the nine months ended September 30, 2024 and 2023, rental revenues and other property income includes $125,269 and $113,875 of variable lease payments, respectively.

INVITATION HOMES INC.

NOTES TO CONDENSED 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 September 30, 2024 are as follows:


Year	Lease Payments to be Received
Remainder of 2024	$	545,351
2025	1,079,114
2026	151,497
2027	—
2028	—
Thereafter	—
Total	$	1,775,962

Management fee revenues and the corresponding receivables are related to property and asset management services provided to portfolio owners of single-family homes for lease, including investments in our unconsolidated joint ventures (see Note 5). Our services include resident support, maintenance, marketing, and administrative functions. Revenues are recognized as performance obligations are satisfied in accordance with the underlying agreements, and the performance obligation is the management of the homes, entities, or other defined tasks. While the performance obligations associated with base management fees can vary from day to day, the nature of the overall performance obligation to provide management services is the same and considered by us to be a series of services that have the same pattern of transfer to the customer and the same method to measure progress toward satisfaction of the performance obligation. As of September 30, 2024 and 2023, we provided property and asset management services for 25,535 and 3,656 homes, respectively, of which 7,619 and 3,656 homes, respectively, were owned by our unconsolidated joint ventures. For the three months ended September 30, 2024 and 2023, we earned management fees totaling $18,980 and $3,404, respectively. For the nine months ended September 30, 2024 and 2023, we earned management fees totaling $48,898 and $10,227, respectively. These revenues are included in management fee revenues in the condensed consolidated statements of operations.

Investments in Equity and Other Securities

We hold investments in equity and other securities both with and without a readily determinable fair value. Investments with a readily determinable fair value are measured at fair value, and those without a readily determinable fair value are measured at cost, less any impairment, plus or minus changes resulting from observable price changes for identical or similar investments in the same issuer. As of September 30, 2024 and December 31, 2023, the values of our investments in equity and other securities are as follows:


	September 30, 2024		December 31, 2023
Investments without a readily determinable fair value	$	58,134	$	54,686
Investments with a readily determinable fair value	707		1,305
Total	$	58,841	$	55,991

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The components of gains (losses) on investments in equity and other securities, net as of three and nine months ended September 30, 2024 and 2023 are as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2024		2023		2024		2023
Net gains recognized on investments sold during the reporting period	$	12	$	—	$	1,635	$	—
Net unrealized gains (losses) on investments still held at the reporting date — with a readily determinable fair value	(269)		(499)		(597)		113

Total	$	(257)	$	(499)	$	1,038	$	113

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 September 30, 2024 and December 31, 2023:


	September 30, 2024				December 31, 2023
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Other assets	$	20,865	$	9,436	$	9,236	$	4,296
Other liabilities (Note 14)	22,762		9,068		11,097		3,796
Weighted average remaining lease term	7.5 years		3.3 years		3.3 years		2.9 years
Weighted average discount rate	5.5%		6.0%		3.6%		5.2%

Deferred Financing Costs, net

In connection with the new Revolving Facility (as defined in Note 7), we incurred $25,567 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 appropriate. The deferred financing costs as of December 31, 2023 were incurred in connection with a previous revolving facility that was replaced by the new Revolving Facility during the third quarter of 2024 (see Note 7). As of September 30, 2024 and December 31, 2023, the unamortized balances of these deferred financing costs are $25,264 and $2,972, respectively.

Other

Other is primarily comprised of deferred costs related to property and asset management contracts that are being amortized over the estimated lives of the underlying contracts and other deferred costs, including those that will be capitalized as corporate fixed assets upon deployment of the software.

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The following table sets forth a summary of our mortgage loan indebtedness as of September 30, 2024 and December 31, 2023:


						Outstanding Principal Balance(1)
	Origination Date	Maturity Date(2)	Maturity Date if Fully Extended(3)	Interest Rate(4)	Range of Spreads(5)	September 30, 2024		December 31, 2023
IH 2017-1(6)	April 28, 2017	June 9, 2027	June 9, 2027	4.23%	N/A	$	988,913	$	990,555

IH 2018-4(7)(8)	November 7, 2018	January 9, 2025	January 9, 2026	6.19%	115-145 bps	630,162		643,030
Total Securitizations						1,619,075		1,633,585
Less: deferred financing costs, net						(4,855)		(6,329)
Total						$	1,614,220	$	1,627,256

(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. The interest rate for IH 2018-4 is based on the weighted average spread over a published forward-looking Secured Overnight Financing Rate (“SOFR”) for the interest period relevant to such borrower (“Term SOFR”) adjusted for an 0.11% credit spread adjustment. As of September 30, 2024, Term SOFR was 4.85%.

(5)Range of spreads is based on outstanding principal balances as of September 30, 2024.

(6)Net of unamortized discount of $968 and $1,232 as of September 30, 2024 and December 31, 2023, 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 fourth extension option. The maturity date above reflects all extensions that have been exercised.

(8)On October 2, 2024, we provided the lender a revocable notification of our intention to make a voluntary prepayment of the then-outstanding balance of IH 2018-4 on November 8, 2024, which will result in a release of the loan’s collateral of 4,905 homes with a gross book value of $1,295,021 as of September 30, 2024 (see Note 15).

Securitization Transactions

The Borrower Entity for IH 2018-4 executed a loan agreement with a third-party lender. IH 2018-4 originally consisted of six floating rate components. The two year initial term is 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, and Component A of IH 2017-1 benefits 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 September 30, 2024 and December 31, 2023, a total of 10,503 and 10,581 homes, respectively, with a gross book value of $2,346,513 and $2,348,044, respectively, and a net book value of $1,720,761 and $1,779,169, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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, which are wholly owned subsidiaries, who subsequently transferred each loan to Securitization-specific trust entities (the “Trusts”). We accounted for the transfers of the individual Securitizations 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.

These transactions had no effect on our condensed consolidated financial statements other than with respect to certificates issued by the Trusts (collectively, the “Certificates”) that 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 and determined that they do not create a more than insignificant variable interest in the Trusts.

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 loan sponsors, we are thus required to retain a portion of the credit risk that represents not less than 5% of the aggregate fair value of the loan as of the closing date. Accordingly, we have retained the restricted Class B Certificates issued by IH 2017-1, which bear a stated annual interest rate of 4.23% (including applicable servicing fees), that were made available exclusively to INVH LP to comply with the Risk Retention Rules.

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 Term SOFR plus a spread ranging from 1.15% to 1.45%.

The retained certificates, net of discount, total $86,095 and $86,471 as of September 30, 2024 and December 31, 2023, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 nine months ended September 30, 2024 and 2023, we made voluntary and mandatory prepayments of $14,774 and $15,196, 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 a comparable or successor rate to one month London Interbank Offer Rate (“LIBOR”) for the twelfth year as provided for in our loan agreement (subject to certain adjustments as outlined in the loan agreement). 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 September 30, 2024 and December 31, 2023:


	Maturity Date	Interest Rate(1)	September 30, 2024		December 31, 2023
Secured Term Loan	June 9, 2031	3.59%	$	403,046	$	403,129
Deferred financing costs, net			(1,451)		(1,614)
Secured Term Loan, net			$	401,595	$	401,515

(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 a comparable or successor rate to one month LIBOR as provided for in our loan agreement, including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.

Collateral

As of September 30, 2024 and December 31, 2023, the Secured Term Loan’s collateral pool contains 3,331 and 3,332 homes, respectively, with a gross book value of $843,456 and $828,570, respectively, and a net book value of $667,655 and $675,075, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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.

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. For the nine months ended September 30, 2024 and 2023, we made mandatory prepayments of $83 and $234, respectively, under the terms of the Secured Term Loan agreement.

Unsecured Notes

Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our shelf registration statement or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”). Our current shelf registration statement automatically became effective upon filing with the SEC in June 2024 and expires in June 2027. We utilize proceeds from the Unsecured Notes to fund: (i) repayments of then-outstanding indebtedness, 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.

The following table sets forth a summary of our Unsecured Notes as of September 30, 2024 and December 31, 2023:


	Interest Rate(1)	September 30, 2024		December 31, 2023
Total Unsecured Notes, net(2)	2.00% — 5.50%	$	3,825,868	$	3,329,856
Deferred financing costs, net		(26,834)		(24,389)
Total		$	3,799,034	$	3,305,467

(1)Represents the range of contractual rates in place as of September 30, 2024.

(2)Net of unamortized discount of $24,132 and $20,144 as of September 30, 2024 and December 31, 2023. Maturity dates for the Unsecured Notes range from May 2028 through May 2036 (see “Debt Maturities Schedule” for additional information).

Debt Issuances

The following activity occurred during the nine months ended September 30, 2024 and 2023 with respect to the Unsecured Notes:

*•*On September 26, 2024, in a public offering under our shelf registration statement, we issued $500,000 aggregate principal amount of 4.88% Senior Notes which mature on February 1, 2035.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

On August 2, 2023, in a public offering under our existing shelf registration statement, we issued $450,000 and $350,000 aggregate principal amount of Senior Notes with 5.45% and 5.50% interest rates, respectively, and which mature on August 15, 2030 and August 15, 2033, respectively.

Prepayments

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

Guarantees

The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub, LLC (“IH Merger Sub”).

Loan Covenants

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

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

The Unsecured Notes contain customary events of default (subject in certain cases to specified cure periods), the occurrence of which would allow the holders of notes to take various actions, including the acceleration of amounts due under the Unsecured Notes.

Term Loan Facilities and Revolving Facility

On September 9, 2024, we entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $3,500,000 of borrowing capacity and consists of a $1,750,000 revolving facility (the “Revolving Facility”) and a $1,750,000 term loan facility (the “2024 Term Loan Facility”), both of which mature on September 9, 2028, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2024 Term Loan Facility such that the aggregate amount does not exceed $4,000,000 at any time), subject to certain limitations.

The Credit Facility replaced a credit facility that consisted of a $1,000,000 revolving credit facility (the “2020 Revolving Facility”) and a $2,500,000 term loan facility (the “2020 Term Loan Facility,” and together with the 2020 Revolving Facility, the “2020 Credit Facility”). The terms and conditions of the Credit Facility are consistent with those of the 2020 Credit Facility except as otherwise noted below.

Proceeds from the 2024 Term Loan Facility, a $750,000 borrowing on the Revolving Facility on the date of effectiveness of the Credit Facility, and excess cash on hand were used to fully repay the 2020 Term Loan Facility and to pay costs associated with the transaction. Future proceeds from the Revolving Facility are expected to be used for general corporate purposes.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (as amended on September 9, 2024, the “2022 Term Loan Facility,” and together with the 2024 Term Loan Facility and the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $725,000 of borrowing capacity, consisting of a $150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) 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 Facility, as of September 30, 2024 and December 31, 2023:


	Maturity Date	Interest Rate	September 30, 2024		December 31, 2023
2020 Term Loan Facility(1)	September 9, 2024	N/A	$	—	$	2,500,000
2024 Term Loan Facility(2)(3)	September 9, 2028	5.80%	1,750,000		—
2022 Term Loan Facility(4)	June 22, 2029	6.10%	725,000		725,000

Total Term Loan Facilities			2,475,000		3,225,000
Less: deferred financing costs, net			(30,946)		(13,186)
Term Loan Facilities, net			$	2,444,054	$	3,211,814

Revolving Facility(2)(3)	September 9, 2028	5.73%	$	750,000	$	—

(1)Maturity date represents repayment date.

(2)Interest rates for the 2024 Term Loan Facility and the Revolving Facility are based on Term SOFR adjusted for a 0.10% credit spread adjustment, plus an applicable margin. As of September 30, 2024, the applicable margins were 0.85% and 0.78% for the 2024 Term Loan Facility and the Revolving Facility, respectively, and Term SOFR was 4.85%.

(3)If we exercise the two six month extension options, the maturity date will be September 9, 2029.

(4)Interest rate for the 2022 Term Loan Facility is based on Term SOFR adjusted for a 0.10% credit spread adjustment, plus the applicable margin. As of September 30, 2024, the applicable margin was 1.15%, and Term SOFR was 4.85%.

Interest Rate and Fees

Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) Term SOFR for the interest period relevant to such borrowing, (b) a daily SOFR rate calculated without considering accrued interest, or (c) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, (3) the Term SOFR rate that would be payable on such day for a Term SOFR loan with a one-month interest period plus 1.00%, and (4) 1.00%.

As a result of an April 18, 2023 amendment to the 2020 Credit Facility, borrowings thereunder bore interest, at our option, at a rate equal to (a) a Term SOFR rate determined by reference to the forward-looking SOFR rate published by Reuters (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing plus 0.10% credit spread adjustment or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, (3) the Term SOFR rate that would be payable on such day for a Term SOFR rate loan with a one month interest period plus 1.00%, and (4) 1.00%.

Prior to the April 18, 2023 amendment to the 2020 Credit Facility, borrowings thereunder bore 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Term SOFR adjusted for an applicable credit spread adjustment (“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, the Revolving Facility, and the 2020 Revolving Facility are as follows:


	Base Rate Loans			Adjusted SOFR Rate Loans
2024 Term Loan Facility	0.00%	—	0.60%			0.75%	—	1.60%
2020 Term Loan Facility	0.00%	—	0.65%			0.80%	—	1.65%
2022 Term Loan Facility	0.15%	—	1.20%	1.15%	—	2.20%
Revolving Facility	0.00%	—	0.40%			0.70%	—	1.40%
2020 Revolving Facility	0.00%	—	0.45%			0.75%	—	1.45%

The 2022 Term Loan Facility includes 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.

Prepayments and Amortization

No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2024 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to Term SOFR loans. After June 22, 2024, we are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities.

Loan Covenants

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

The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, and (v) minimum unsecured interest coverage ratio. If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder. On September 9, 2024, we amended the 2022 Term Loan Facility to change the definition of “Total Asset Value” to conform with the new Credit Facility and to remove the “Maximum Secured Leverage Ratio” financial covenant.

Guarantees

The obligations under the Credit Facility and the 2022 Term Loan Facility are guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner and IH Merger Sub. On September 17, 2021, the obligations under the 2020 Credit Facility became guaranteed pursuant to a similar parent guaranty agreement with INVH, the General Partner, and IH Merger Sub.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Debt Maturities Schedule

The following table summarizes the contractual maturities of our debt as of September 30, 2024:


Year	Mortgage Loans(1)		Secured Term Loan		Unsecured Notes		Term Loan Facilities(2)		Revolving Facility(2)(3)		Total
2024	$	—	$	—	$	—	$	—	$	—	$	—
2025	630,162		—		—		—		—		630,162
2026	—		—		—		—		—		—
2027	989,881		—		—		—		—		989,881
2028	—		—		750,000		1,750,000		750,000		3,250,000
Thereafter	—		403,046		3,100,000		725,000		—		4,228,046
Total	1,620,043		403,046		3,850,000		2,475,000		750,000		9,098,089
Less: deferred financing costs, net	(4,855)		(1,451)		(26,834)		(30,946)		—		(64,086)

Less: unamortized debt discount	(968)		—		(24,132)		—		—		(25,100)
Total	$	1,614,220	$	401,595	$	3,799,034	$	2,444,054	$	750,000	$	9,008,903

(1)The maturity dates of the obligations are reflective of all extensions that have been exercised as of September 30, 2024. 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. On October 2, 2024, we provided the lender a revocable notification of our intention to make a voluntary prepayment of the then-outstanding balance of IH 2018-4 on November 8, 2024, which will result in a release of the loan’s collateral of 4,905 homes with a gross book value of $1,295,021 as of September 30, 2024 (see Note 15).

(2)If we exercise the two six month extension options, the maturity date for the 2024 Term Loan Facility and the Revolving Facility will be September 9, 2029.

(3)Deferred financing costs related to the Revolving Facility are classified in other assets, net (see Note 6).

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 one month Term SOFR. 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 Term SOFR. All of our LIBOR-indexed interest rate swap agreements have been amended or modified such that each agreement is now indexed to Term SOFR. 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The table below summarizes our interest rate swap instruments as of September 30, 2024:


Agreement Date	Forward Effective Date	Maturity Date	Strike Rate	Index	Notional Amount
April 18, 2023	March 31, 2023	January 31, 2025	2.80%	One month Term SOFR	$	400,000
April 18, 2023	March 31, 2023	November 30, 2024	2.83%	One month Term SOFR	400,000
April 18, 2023	April 15, 2023	November 30, 2024	2.78%	One month Term SOFR	400,000
September 25, 2024(1)	April 15, 2023	December 31, 2024	2.79%	One month Term SOFR	400,000
April 18, 2023	April 15, 2023	June 9, 2025	2.94%	One month Term SOFR	325,000
September 25, 2024(1)	April 15, 2023	December 31, 2024	2.95%	One month Term SOFR	595,000
September 25, 2024(1)	April 15, 2023	December 31, 2024	2.83%	One month Term SOFR	1,100,000
April 18, 2023	April 15, 2023	July 31, 2025	3.08%	One month Term SOFR	200,000
September 25, 2024	December 31, 2024	May 31, 2028	1.93%	One month Term SOFR	200,000
September 25, 2024	December 31, 2024	May 31, 2029	3.12%	One month Term SOFR	200,000
September 24, 2024	December 31, 2024	May 31, 2028	3.08%	One month Term SOFR	200,000
September 24, 2024	December 31, 2024	May 31, 2028	3.08%	One month Term SOFR	200,000
September 23, 2024	December 31, 2024	May 31, 2028	3.13%	One month Term SOFR	200,000
September 20, 2024	December 31, 2024	May 31, 2028	3.13%	One month Term SOFR	200,000
September 20, 2024	December 31, 2024	May 31, 2028	3.14%	One month Term SOFR	200,000
March 22, 2023	July 9, 2025	May 31, 2029	2.99%	One month Term SOFR	300,000

(1)Represents the date the interest rate swap agreement was amended to modify the maturity date.

During the nine months ended September 30, 2024, we entered into certain new interest rate swap agreements and terminated others resulting in a net payment to the counterparties of $1,140. There were no such terminations during the nine months ended September 30, 2023.

During the nine months ended September 30, 2024 and 2023, interest rate swap instruments were used to hedge the variable cash flows associated with existing variable-rate interest payments. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next 12 months, we estimate that $24,129 will be reclassified to earnings as a decrease in interest expense.

Non-Designated Hedges

Concurrent with entering into certain of the mortgage loan agreements, 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. To the extent that the maturity date of a mortgage loan is extended through an exercise of one or more extension options, a replacement or extension interest rate cap agreement must be executed with terms similar to those associated with the initial interest rate cap agreement 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 agreement, including all of our rights to payments owed by the counterparties and all other rights, has been pledged as additional collateral for the mortgage loan. 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. As of September 30, 2024, the remaining interest rate cap has a strike price of 8.95%.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 September 30, 2024 and December 31, 2023:


	Asset Derivatives					Liability Derivatives
		Fair Value as of					Fair Value as of
	Balance Sheet Location	September 30, 2024		December 31, 2023		Balance Sheet Location	September 30, 2024		December 31, 2023
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	27,063	$	75,487	Other liabilities	$	118	$	—

Derivatives not designated as hedging instruments:
Interest rate caps	Other assets	—		1		Other liabilities	—		—
Total		$	27,063	$	75,488		$	118	$	—

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 September 30, 2024 and December 31, 2023:


	September 30, 2024
							Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Received		Net Amount
Offsetting assets:
Derivatives	$	27,063	$	—	$	27,063	$	(44)	$	—	$	27,019
Offsetting liabilities:
Derivatives	$	(118)	$	—	$	(118)	$	44	$	—	$	(74)


	December 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	$	75,488	$	—	$	75,488	$	—	$	—	$	75,488
Offsetting liabilities:
Derivatives	$	—	$	—	$	—	$	—	$	—	$	—

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 September 30, 2024 and 2023:


	Amount of Gain (Loss) Recognized in OCI on Derivative				Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income		Amount of Gain Reclassified from Accumulated OCI into Net Income						Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations

	For the Three Months Ended September 30,					For the Three Months Ended September 30,						For the Three Months Ended September 30,
	2024		2023			2024			2023			2024			2023
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(21,587)	$	27,845	Interest expense		$	21,222		$	21,081		$	91,060		$	86,736


	Location of Loss Recognized in Net Income on Derivative		Amount of Loss Recognized in Net Income on Derivative

		For the Three Months Ended September 30,
		2024			2023
Derivatives not designated as hedging instruments:

Interest rate caps	Interest expense		$	—		$	1


	Amount of Gain Recognized in OCI on Derivative				Location of Gain (Loss) Reclassified from Accumulated OCI into Net Income		Amount of Gain Reclassified from Accumulated OCI into Net Income						Total Amount of Interest Expense Presented in the Condensed Consolidated Statements of Operations

	For the Nine Months Ended September 30,					For the Nine Months Ended September 30,							For the Nine Months Ended September 30,
	2024		2023				2024			2023				2024			2023
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	21,734	$	73,853		Interest expense		$	64,251		$	52,023			$	270,912		$	243,408

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)


	Location of Loss Recognized in Net Income on Derivative		Amount of Loss Recognized in Net Income on Derivative

		For the Nine Months Ended September 30,
		2024			2023
Derivatives not designated as hedging instruments:

Interest rate caps	Interest expense		$	1		$	41

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 September 30, 2024, the fair value of certain derivatives in a net liability position was $118. If we had breached any of these provisions at September 30, 2024, 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 $193.

Note 9—Stockholders’ Equity

As of September 30, 2024 we have issued 612,605,478 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 September 30, 2024, 1,979,009 outstanding OP Units are redeemable.

During the three and nine months ended September 30, 2024, we issued 11,434 and 647,239, shares of common stock, respectively. During the three and nine months ended September 30, 2023, we issued 2,069 and 546,857 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”), and on June 14, 2024, we entered into distribution agreements with additional Agents and Forward Sellers. Pursuant to these agreements, we may sell, from time to time, up to an aggregate sales price of $1,250,000 of our common stock through the Agents and the Forward Sellers (the “ATM Equity Program”). In addition to the issuance of shares of our common stock, the distribution agreements permit us to enter into separate forward sale transactions with certain forward purchasers who may borrow shares from third parties and, through affiliated Forward Sellers, offer a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward transaction. During the three and nine months ended September 30, 2024 and 2023, we did not sell any shares of common stock under the ATM Equity Program. As of September 30, 2024, $1,150,000 remains available for future offerings under the ATM Equity Program.

Dividends

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

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The following table summarizes our dividends paid from January 1, 2023 through September 30, 2024:


	Record Date	Amount per Share		Pay Date	Total Amount Paid
Q3-2024	June 27, 2024	$	0.28	July 19, 2024	$	172,389
Q2-2024	March 28, 2024	0.28		April 19, 2024	171,712
Q1-2024	December 27, 2023	0.28		January 19, 2024	171,721
Q4-2023	November 7, 2023	0.26		November 22, 2023	160,350
Q3-2023	August 8, 2023	0.26		August 25, 2023	160,540
Q2-2023	May 10, 2023	0.26		May 26, 2023	159,493
Q1-2023	February 14, 2023	0.26		February 28, 2023	158,453

On September 9, 2024, our board of directors declared a dividend of $0.28 (actual $) per share to stockholders of record on September 26, 2024, resulting in a $171,485 dividend payment on October 18, 2024.

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.

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 a detailed discussion of RSUs and PRSUs issued prior to January 1, 2024, refer to our Annual Report on Form 10-K for the year ended December 31, 2023.

Share-Based Awards

The following summarizes our share-based award activity during the nine months ended September 30, 2024.

Annual Long Term Incentive Plan (“LTIP”):

*•*Annual LTIP Awards Granted: During the nine months ended September 30, 2024, we granted 810,615 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 nine months ended September 30, 2024, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 193,615 shares of common stock. Such awards are reflected as an increase in the number of awards granted and vested in the table below.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Other Award Activity

*•*Director Awards: During the nine months ended September 30, 2024, we granted 47,970 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2025 annual stockholders meeting, subject to continued service on the board of directors through such date.

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% vested on March 31, 2024. The estimated fair value of 2019 Outperformance Awards that fully vested during the nine months ended September 30, 2024 was an aggregate $2,808. 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 was 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 was calculated consistent with the award terms. To the extent performance through the Interim Measurement Date resulted in a payout if the performance period had ended on that date, a minimum of 50% of such hypothetical payout amount is guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. As of the Interim Measurement Date, the relative TSR component of the 2022 Outperformance Awards was calculated at maximum achievement, while the absolute TSR component was below threshold. As such, overall performance as of the Interim Measurement Date results in a 50% payout of the 2022 Outperformance Awards, or a guaranteed minimum payout of 25%, provided that 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. As of September 30, 2024, 2022 Outperformance Awards with an approximate aggregate $17,400 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 nine months ended September 30, 2024:


	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, 2023	610,719	$	33.44	1,364,942	$	31.48	1,975,661	$	32.09
Granted	313,138	34.71		739,062	34.24		1,052,200	34.38
Vested(2)	(268,193)	(32.69)		(625,315)	(28.84)		(893,508)	(30.00)
Forfeited / canceled	(20,132)	(35.67)		(13,029)	(30.80)		(33,161)	(33.76)
Balance, September 30, 2024	635,532	$	34.32	1,465,660	$	34.01	2,101,192	$	34.10

(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 nine months ended September 30, 2024 was $28,207. During the nine months ended September 30, 2024, 112 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 nine months ended September 30, 2024:


						For the Nine Months Ended September 30, 2024


Expected volatility(1)						20.7% — 24.6%
Risk-free rate						4.25%
Expected holding period (years)						2.83

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

Summary of Total Share-Based Compensation Expense

During the three and nine months ended September 30, 2024 and 2023, we recognized share-based compensation expense as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2024		2023		2024		2023
General and administrative	$	4,104	$	7,099	$	16,224	$	16,261
Property management expense	1,313		1,830		4,585		5,232
Total	$	5,417	$	8,929	$	20,809	$	21,493

As of September 30, 2024, there is $32,441 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 1.69 years.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 and other securities as of September 30, 2024 and December 31, 2023, refer to Note 6.

Financial Instrument Fair Value Disclosures

The following table displays the carrying values and fair values of financial instruments as of September 30, 2024 and December 31, 2023:


		September 30, 2024				December 31, 2023
		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	$	86,095	$	85,317	$	86,471	$	84,591

Liabilities carried at historical cost on the condensed consolidated balance sheets:
Unsecured Notes — public offering(2)	Level 1	$	3,525,868	$	3,325,906	$	3,029,856	$	2,725,884
Mortgage loans(3)	Level 2	1,619,075		1,587,538		1,633,585		1,576,813
Unsecured Notes — private placement(4)	Level 2	300,000		259,118		300,000		245,766
Secured Term Loan(5)	Level 3	403,046		376,277		403,129		369,402
Term Loan Facilities(6)	Level 3	2,475,000		2,488,476		3,225,000		3,230,747
Revolving Facility(7)	Level 3	750,000		757,271		—		—

(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 $24,132 and $20,144 of unamortized discount and excludes $25,783 and $23,211 of deferred financing costs as of September 30, 2024 and December 31, 2023, respectively.

(3)The carrying values of the mortgage loans include $968 and $1,232 of unamortized discount and exclude $4,855 and $6,329 of deferred financing costs as of September 30, 2024 and December 31, 2023, respectively.

(4)The carrying value of the Unsecured Notes — private placement excludes $1,051 and $1,178 of deferred financing costs as of September 30, 2024 and December 31, 2023, respectively.

(5)The carrying value of the Secured Term Loan excludes $1,451 and $1,614 of deferred financing costs as of September 30, 2024 and December 31, 2023, respectively.

(6)The carrying values of the Term Loan Facilities exclude $30,946 and $13,186 of deferred financing costs as of September 30, 2024 and December 31, 2023, respectively.

(7)The carrying value of the Revolving Facility excludes deferred financing costs which are classified in other assets, net (see Note 6).

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 September 30, 2024:


	Quantitative Information about Level 3 Fair Value Measurement(1)
	Fair Value		Valuation Technique	Unobservable Input	Rate
Secured Term Loan	$	376,277	Discounted Cash Flow	Effective Rate	4.75%
Term Loan Facilities	2,488,476		Discounted Cash Flow	Effective Rate	4.24%	—	6.06%
Revolving Facility	757,271		Discounted Cash Flow	Effective Rate	4.16%	—	5.69%

(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 September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Investments in single-family residential properties, net held for sale (Level 3):
Pre-impairment amount	$	998	$	567	$	1,411	$	1,606
Total impairments	(270)		(83)		(330)		(342)
Fair value	$	728	$	484	$	1,081	$	1,264

We did not record any impairments for our investments in single-family residential properties, net held for use during the three and nine months ended September 30, 2024 and 2023. For additional information related to our single-family residential properties as of September 30, 2024 and December 31, 2023, refer to Note 3.

INVITATION HOMES INC.

NOTES TO CONDENSED 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 September 30,				For the Nine Months Ended September 30,

	2024		2023		2024		2023
(in thousands, except share and per share data)
Numerator:
Net income available to common stockholders — basic and diluted	$	95,084	$	131,637	$	310,223	$	389,406

Denominator:
Weighted average common shares outstanding — basic	612,674,802		612,000,811		612,508,300		611,849,302
Effect of dilutive securities:
Incremental shares attributed to non-vested share-based awards	970,386		1,579,231		1,250,871		1,305,739
Weighted average common shares outstanding — diluted	613,645,188		613,580,042		613,759,171		613,155,041

Net income per common share — basic	$	0.16	$	0.22	$	0.51	$	0.64
Net income per common share — diluted	$	0.15	$	0.21	$	0.51	$	0.64

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, incremental shares attributed to non-vested share-based awards are excluded from the denominator. Anti-dilutive shares total 236,918 and 12,501 for the three months ended September 30, 2024 and 2023, respectively, and 116,791 and 4,167 for the nine months ended September 30, 2024 and 2023, respectively.

For the three and nine months ended September 30, 2024 and 2023, vested OP Units have been excluded from the computation of EPS because all income attributable to such vested OP Units has been recorded as non-controlling interest and thus excluded from net income available to common stockholders.

Note 13—Income Tax

We account for income taxes under the asset and liability method. For our taxable REIT subsidiaries, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. We provide a valuation allowance, from time to time, for deferred tax assets for which we do not consider realization of such assets to be more likely than not. As of September 30, 2024 and December 31, 2023, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED 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 September 30, 2024, for the periods below:


Year	Operating Leases		Finance Leases

Remainder of 2024	$	1,169	$	830
2025	4,402		3,072
2026	4,106		2,981
2027	3,655		2,501
2028	2,909		642
Thereafter	13,070		—
Total lease payments	29,311		10,026
Less: imputed interest	(6,549)		(958)
Total lease liability	$	22,762	$	9,068

The components of lease expense for the three and nine months ended September 30, 2024 and 2023 are as follows:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2024		2023		2024		2023
Operating lease cost:
Fixed lease cost	$	1,209	$	793	$	3,052	$	2,514
Variable lease cost	348		444		1,190		1,174
Total operating lease cost	$	1,557	$	1,237	$	4,242	$	3,688

Finance lease cost:
Amortization of ROU assets	$	1,304	$	717	$	3,100	$	2,011
Interest on lease liabilities	154		106		438		247
Total finance lease cost	$	1,458	$	823	$	3,538	$	2,258

New-Build Commitments

We have entered into binding purchase agreements with certain homebuilders for the purchase of 2,243 homes over the next four years. Remaining commitments under these agreements total approximately $670,000 as of September 30, 2024.

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 September 30, 2024, there are no material contingent liabilities related to uninsured losses with respect to our properties, except as noted below.

Hurricane-Related Losses

During the third quarter of 2024, Hurricanes Beryl, Debby, and Helene damaged certain of our properties in Texas, Florida, Atlanta, and the Carolinas. We estimate that our homes incurred approximately $14,000 of hurricane damage, net of estimated insurance recoveries, which has been expensed as casualty losses, impairment, and other on our condensed consolidated statements of operations for the three and nine months ended September 30, 2024. Remaining unpaid estimated costs totaling $11,400 are reflected in accounts payable and accrued expenses on our condensed consolidated balance sheet as of September 30, 2024.

On October 9, 2024, Hurricane Milton made landfall and damaged certain of our Florida properties. We estimate that our homes incurred approximately $37,500 of hurricane damage.

Legal and Other Matters

We are subject to various legal proceedings and claims that arise in the ordinary course of our business as well as 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, except as noted below.

In August 2021, the Federal Trade Commission (“FTC”) began investigating certain of our business practices. The inquiry related primarily to how we conduct our business generally and how business was conducted during the COVID-19 pandemic specifically. After fully cooperating with the inquiry and extensive negotiations with the FTC, we entered into a stipulated proposed order with the FTC, resolving all aspects of the inquiry without any admission of liability, which became final on September 27, 2024. Pursuant to the stipulated order, we funded $48,000 of monetary relief, with no civil penalties, to an escrow account during the three months ended September 30, 2024, and the funds were released to the FTC in October 2024. The full amount of the monetary relief and other costs associated therewith are included in other, net on our condensed consolidated statements of operations.

In July 2024, we entered into an agreement which completely resolved the legal dispute entitled City of San Diego et al v. Invitation Homes, Inc., fully releasing INVH without any admission of liability. Pursuant to the settlement agreement, we funded $19,993 to an escrow account during the three months ended September 30, 2024, and the funds were released to the plaintiffs in October 2024. The full settlement amount and other costs associated therewith are included in other, net on our condensed consolidated statements of operations.

Note 15—Subsequent Events

In connection with the preparation of the accompanying condensed consolidated financial statements, we have evaluated events and transactions occurring after September 30, 2024, for potential recognition or disclosure.

Dividend Payment

Hurricane-Related Losses

On October 9, 2024, Hurricane Milton made landfall and damaged certain of our Florida properties. We estimate that our homes incurred approximately $37,500 of hurricane damage.

Release of Collateral

On October 2, 2024, we provided the lender a revocable notification of our intention to make a voluntary prepayment of the then-outstanding balance of IH 2018-4 on November 8, 2024, which will result in a release of the loan’s collateral of 4,905 homes with a gross book value of $1,295,021 as of September 30, 2024 (see Note 7).

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