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)



	June 30, 2025		December 31, 2024
	(unaudited)
Assets:
Investments in single-family residential properties:
Land	$	4,960,486	$	4,901,192
Building and improvements	17,588,206		17,180,308
	22,548,692		22,081,500
Less: accumulated depreciation	(5,186,763)		(4,869,374)
Investments in single-family residential properties, net	17,361,929		17,212,126
Cash and cash equivalents	65,112		174,491
Restricted cash	218,612		245,202
Goodwill	258,207		258,207
Investments in unconsolidated joint ventures	232,614		241,605
Other assets, net	525,531		569,320
Total assets	$	18,662,005	$	18,700,951

Liabilities:
Secured debt, net	$	1,382,965	$	1,385,573

Unsecured notes, net	3,803,985		3,800,688
Term loan facilities, net	2,447,555		2,446,041
Revolving facility	540,000		570,000

Accounts payable and accrued expenses	308,347		247,709
Resident security deposits	184,656		180,866
Other liabilities	289,201		277,565
Total liabilities	8,956,709		8,908,442
Commitments and contingencies (Note 14)

Equity:
Stockholders’ equity
Preferred stock, $0.01 par value per share, 900,000,000 shares authorized, none outstanding as of June 30, 2025 and December 31, 2024	—		—
Common stock, $0.01 par value per share, 9,000,000,000 shares authorized, 613,008,220 and 612,605,478 outstanding as of June 30, 2025 and December 31, 2024, respectively	6,130		6,126
Additional paid-in capital	11,181,950		11,170,597
Accumulated deficit	(1,531,350)		(1,480,928)
Accumulated other comprehensive income	11,556		60,969
Total stockholders’ equity	9,668,286		9,756,764
Non-controlling interests	37,010		35,745
Total equity	9,705,296		9,792,509
Total liabilities and equity	$	18,662,005	$	18,700,951

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 June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Rental revenues and other property income	$	659,107	$	637,475	$	1,312,178	$	1,269,572
Management fee revenues	22,294		15,976		43,702		29,918
Total revenues	681,401		653,451		1,355,880		1,299,490

Expenses:
Property operating and maintenance	244,278		234,184		481,727		464,581
Property management expense	35,833		32,633		72,572		63,870
General and administrative	23,591		21,498		53,109		44,946
Interest expense	87,414		90,007		171,668		179,852
Depreciation and amortization	185,455		176,622		368,601		351,935
Casualty losses, impairment, and other	3,029		10,353		7,712		14,490
Total expenses	579,600		565,297		1,155,389		1,119,674

Gains (losses) on investments in equity and other securities, net	(90)		1,504		(311)		1,295
Other, net	(2,133)		(54,012)		(768)		(48,039)
Gain on sale of property, net of tax	46,591		43,267		118,257		93,765
Losses from investments in unconsolidated joint ventures	(4,802)		(5,482)		(10,020)		(10,620)

Net income	141,367		73,431		307,649		216,217
Net income attributable to non-controlling interests	(480)		(243)		(1,017)		(679)

Net income attributable to common stockholders	140,887		73,188		306,632		215,538
Net income available to participating securities	(222)		(207)		(450)		(399)


Net income available to common stockholders — basic and diluted (Note 12)	$	140,665	$	72,981	$	306,182	$	215,139



Weighted average common shares outstanding — basic	613,048,193		612,628,758		612,913,649		612,424,139
Weighted average common shares outstanding — diluted	613,261,904		613,823,339		613,312,641		613,815,253

Net income per common share — basic	$	0.23	$	0.12	$	0.50	$	0.35
Net income per common share — diluted	$	0.23	$	0.12	$	0.50	$	0.35

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 June 30,				For the Six Months Ended June 30,

	2025		2024		2025		2024
Net income	$	141,367	$	73,431	$	307,649	$	216,217

Other comprehensive income (loss)
Unrealized gains (losses) on interest rate swaps	(10,768)		10,584		(29,726)		43,321
Gains from interest rate swaps reclassified into earnings from accumulated other comprehensive income (loss)	(9,057)		(21,465)		(19,844)		(43,029)
Other comprehensive income (loss)	(19,825)		(10,881)		(49,570)		292
Comprehensive income	121,542		62,550		258,079		216,509
Comprehensive income attributable to non-controlling interests	(419)		(208)		(860)		(692)

Comprehensive income attributable to common stockholders	$	121,123	$	62,342	$	257,219	$	215,817

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 Six Months Ended June 30, 2025

(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 March 31, 2025	612,883,911	$	6,129	$	11,174,953	$	(1,493,971)	$	31,320	$	9,718,431	$	36,583	$	9,755,014
Capital distributions	—	—		—		—		—		—		(729)		(729)
Net income	—	—		—		140,887		—		140,887		480		141,367
Dividends and dividend equivalents declared ($0.29 per share)	—	—		—		(178,266)		—		(178,266)		—		(178,266)
Issuance of common stock — settlement of RSUs, net of tax	116,809	1		(730)		—		—		(729)		—		(729)
Share-based compensation expense	—	—		7,381		—		—		7,381		1,083		8,464
Total other comprehensive loss	—	—		—		—		(19,764)		(19,764)		(61)		(19,825)
Redemption of OP Units for common stock	7,500	—		346		—		—		346		(346)		—
Balance as of June 30, 2025	613,008,220	$	6,130	$	11,181,950	$	(1,531,350)	$	11,556	$	9,668,286	$	37,010	$	9,705,296


	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, 2024	612,605,478	$	6,126	$	11,170,597	$	(1,480,928)	$	60,969	$	9,756,764	$	35,745	$	9,792,509
Capital distributions	—	—		—		—		—		—		(1,330)		(1,330)
Net income	—	—		—		306,632		—		306,632		1,017		307,649
Dividends and dividend equivalents declared ($0.58 per share)	—	—		—		(357,054)		—		(357,054)		—		(357,054)
Issuance of common stock — settlement of RSUs, net of tax	395,242	4		(5,533)		—		—		(5,529)		—		(5,529)
Share-based compensation expense	—	—		16,540		—		—		16,540		2,081		18,621
Total other comprehensive loss	—	—		—		—		(49,413)		(49,413)		(157)		(49,570)
Redemption of OP Units for common stock	7,500	—		346		—		—		346		(346)		—
Balance as of June 30, 2025	613,008,220	$	6,130	$	11,181,950	$	(1,531,350)	$	11,556	$	9,668,286	$	37,010	$	9,705,296

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 Six Months Ended June 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 March 31, 2024	612,485,098	$	6,125	$	11,153,703	$	(1,099,957)	$	74,826	$	10,134,697	$	35,392	$	10,170,089
Capital distributions	—	—		—		—		—		—		(1,011)		(1,011)
Net income	—	—		—		73,188		—		73,188		243		73,431
Dividends and dividend equivalents declared ($0.28 per share)	—	—		—		(171,712)		—		(171,712)		—		(171,712)
Issuance of common stock — settlement of RSUs, net of tax	101,446	1		(700)		—		—		(699)		—		(699)
Share-based compensation expense	—	—		6,752		—		—		6,752		740		7,492
Total other comprehensive loss	—	—		—		—		(10,846)		(10,846)		(35)		(10,881)
Redemption of OP Units for common stock	7,500	—		80		—		1		81		(81)		—
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


	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	—	—		—		—		—		—		(1,564)		(1,564)
Net income	—	—		—		215,538		—		215,538		679		216,217
Dividends and dividend equivalent declared ($0.56 per share)	—	—		—		(343,433)		—		(343,433)		—		(343,433)
Issuance of common stock — settlement of RSUs, net of tax	628,305	6		(10,636)		—		—		(10,630)		—		(10,630)
Share-based compensation expense	—	—		13,655		—		—		13,655		1,737		15,392
Total other comprehensive income	—	—		—		—		279		279		13		292
Redemption of OP Units for common stock	7,500	—		80		—		1		81		(81)		—
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

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 Six Months Ended June 30,
	2025		2024
Operating Activities:
Net income	$	307,649	$	216,217

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	368,601		351,935
Share-based compensation expense	18,621		15,392
Amortization of deferred financing costs	10,705		8,400
Amortization of debt discounts	1,570		1,317
Provisions for impairment	99		60
(Gains) losses on investments in equity and other securities, net	311		(1,295)
Gain on sale of property, net of tax	(118,257)		(93,765)
Change in fair value of derivative instruments	(6,152)		4,643
Losses from investments in unconsolidated joint ventures, net of operating distributions	11,314		11,826
Other non-cash amounts included in net income	2,168		11,353
Changes in operating assets and liabilities:
Other assets, net	(17,586)		(40,780)
Accounts payable and accrued expenses	97,288		150,233
Resident security deposits	3,790		(622)
Other liabilities	2,857		468
Net cash provided by operating activities	682,978		635,382

Investing Activities:
Deposits for acquisition of single-family residential properties	8,934		(2,013)
Acquisition of single-family residential properties	(510,836)		(244,337)
Initial renovations to single-family residential properties	(15,311)		(14,441)
Other capital expenditures for single-family residential properties	(110,863)		(99,132)
Proceeds from sale of single-family residential properties	267,692		218,751

Repayment proceeds from retained debt securities	—		441
Investments in equity securities	(1,135)		(511)

Investments in unconsolidated joint ventures	(12,873)		(38,928)
Non-operating distributions from unconsolidated joint ventures	11,360		5,460
Other investing activities	(53,883)		(25,490)
Net cash used in investing activities	(416,915)		(200,200)

Financing Activities:
Payment of dividends and dividend equivalents	(356,806)		(344,938)
Distributions to non-controlling interests	(1,330)		(1,564)
Payment of taxes related to net share settlement of RSUs	(5,529)		(10,630)

Payments on secured debt	(3,799)		(10,531)






Proceeds from revolving facility	270,000		—
Payments on revolving facility	(300,000)		—

Deferred financing costs paid	(3,128)		—
Other financing activities	(1,440)		(1,825)
Net cash used in financing activities	(402,032)		(369,488)

INVITATION HOMES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)



	For the Six Months Ended June 30,
	2025		2024
Change in cash, cash equivalents, and restricted cash	$	(135,969)	$	65,694
Cash, cash equivalents, and restricted cash, beginning of period (Note 4)	419,693		897,484
Cash, cash equivalents, and restricted cash, end of period (Note 4)	$	283,724	$	963,178



Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized	$	163,289	$	167,247
Interest capitalized as investments in single-family residential properties, net	1,064		1,148
Cash paid for income taxes	67		94
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	1,991		3,287
Financing cash flows from finance leases	1,443		1,825

Non-cash investing and financing activities:
Accrued renovation improvements at period end	$	1,121	$	1,507
Accrued residential property capital improvements at period end	10,799		10,687
Transfer of residential property, net to other assets, net for held for sale assets	56,792		64,070
Change in other comprehensive income (loss) from cash flow hedges	(43,418)		(4,350)
ROU assets obtained in exchange for operating lease liabilities	4,881		14,408
ROU assets obtained in exchange for finance lease liabilities	2,907		4,002
Dividends declared but not paid	178,020		—

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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. As of June 30, 2025, we wholly own 85,905 homes for lease, jointly own 7,698 homes for lease, and provide professional third-party property and asset management services for an additional 16,785 homes.

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 June 30, 2025, 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, 2024.

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 six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

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 June 30, 2025 and December 31, 2024, and the condensed consolidated statements of operations for the three and six months ended June 30, 2025 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 fluctuating global and United States economic conditions (including inflation, elevated interest rates, political dissension, and labor shortfalls), uncertainty in financial markets (including as a result of events affecting financial institutions, such as bank failures), ongoing geopolitical tensions, and a general decline in business activity and/or consumer confidence. These factors could adversely affect (i) our occupancy levels, our rental rates, and collections, (ii) our ability to acquire or dispose of properties on economically favorable terms, (iii) our access to financial markets on attractive terms, or at all, and (iv) the value of our homes and our business that could cause us to recognize impairments in value of our tangible assets or goodwill. Inflationary pressures, bank failures, and other fluctuating 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. In addition, consumer confidence and spending can be materially adversely affected in response to change in fiscal and monetary policy, declines in income or asset values, and other macroeconomic factors. Imposition or increase of tariffs and trade restrictions by the United States on imports from certain countries and counter-tariffs in response could lead to increased costs and supply chain disruptions. If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations.

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Reclassifications

As of December 31, 2024, we combined balances of $401,649 and $983,924 from mortgage loans, net and secured term loan, net, respectively, on the condensed consolidated balance sheet to the secured debt, net line item to conform to our current presentation. This reclassification had no effect on the total reported liabilities on the condensed consolidated balance sheet as of December 31, 2024.

For the six months ended June 30, 2024, we reclassified $10,531 of payments on mortgage loans and payments on secured term loan from payments on mortgage loans and secured term loan on the condensed consolidated statement of cash flows to the payments on secured debt cash flow line item to conform to our current presentation. This reclassification had no effect on the total reported financing activities on the condensed consolidated statement of cash flows for the six months ended June 30, 2024.

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, 2024.

Recently Adopted Accounting Standards

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.

Recent Accounting Pronouncements

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.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures, which requires public business entities to provide detailed disclosures in the notes to the condensed consolidated financial statements disaggregating specific expense categories, including employee compensation, depreciation, and intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and function of expenses. This new guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805): Accounting Acquirer in a Business Combination Involving a Variable Interest Entity. This ASU amends the guidance for determining the accounting acquirer in transactions involving the acquisition of a VIE that meets the definition of a business. The amendments are intended to improve consistency and comparability in financial reporting by aligning the accounting treatment of VIE acquisitions with that of VOEs. The ASU also allows for the possibility of reverse acquisitions involving VIEs, which was not permitted under prior guidance. The updated standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of this ASU on our condensed consolidated financial statements and disclosures.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 3—Investments in Single-Family Residential Properties

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


	June 30, 2025		December 31, 2024
Land	$	4,960,486	$	4,901,192
Single-family residential property	16,862,479		16,470,468
Capital improvements	584,909		575,982
Equipment	140,818		133,858
Total gross investments in the properties	22,548,692		22,081,500
Less: accumulated depreciation	(5,186,763)		(4,869,374)
Investments in single-family residential properties, net	$	17,361,929	$	17,212,126

As of June 30, 2025 and December 31, 2024, the carrying amount of the residential properties above includes $145,200 and $140,202, respectively, of capitalized acquisition costs (excluding purchase price), along with $79,297 and $78,776, respectively, of capitalized interest, $31,831 and $31,718, respectively, of capitalized property taxes, $5,203 and $5,202, respectively, of capitalized insurance, and $3,808 and $3,745, respectively, capitalized homeowners’ association (“HOA”) fees.

During the three months ended June 30, 2025 and 2024, we recognized $181,059, and $173,319, respectively, of depreciation expense related to the components of the properties, and $4,396 and $3,303, 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. During the three months ended June 30, 2025, impairments totaling $36 have been recognized and are included in casualty losses, impairment, and other in the condensed consolidated statements of operations. There were no such impairments during the three months ended June 30, 2024. See Note 11 for additional information regarding these impairments.

During the six months ended June 30, 2025 and 2024, we recognized $360,122 and $345,237, respectively, of depreciation expense related to the components of the properties, and $8,479 and $6,698, 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 six months ended June 30, 2025 and 2024, impairments totaling $99 and $60, 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:


	June 30, 2025		December 31, 2024
Cash and cash equivalents	$	65,112	$	174,491
Restricted cash	218,612		245,202
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	283,724	$	419,693

Pursuant to the terms of the Secured Debt loans (as defined in Note 7), we are required to establish, maintain, and fund from time to time (generally, either monthly or at the time borrowings are funded) certain specified reserve accounts. These reserve accounts include, but are not limited to, the following types of accounts: (i) property tax reserves; (ii) insurance reserves; (iii) capital expenditure reserves; and (iv) HOA reserves. The reserve accounts associated with our Secured Debt loans are under the sole control of the loan servicer. Additionally, we hold security deposits pursuant to resident lease

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

agreements that we are required to segregate. We also hold deposits for certain tax deferred property exchange transactions and letters of credit required by certain of our insurance policies, for which the use of each are restricted. Accordingly, amounts funded to these reserve accounts, security deposit accounts, and other restricted accounts have been classified on our 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 Secured Debt loan agreements and are to be released to us subject to certain conditions specified in the loan agreements being met. To the extent that an event of default were to occur, the loan servicer has discretion to use such funds to either settle the applicable operating expenses to which such reserves relate or reduce the allocated loan amount associated with a residential property of ours.

The balances of our restricted cash accounts are set forth in the table below. As of June 30, 2025 and December 31, 2024, no amounts were funded to the insurance accounts as the conditions specified in the Secured Debt loan agreements that require such funding did not exist.


	June 30, 2025		December 31, 2024
Resident security deposits	$	186,004	$	181,549
Tax deferred property exchange deposits	11,059		47,551
Property taxes	10,328		4,343
Collections	6,786		7,365
Letters of credit	2,536		2,495
Capital expenditures	1,623		1,623
Special and other reserves	276		276
Total	$	218,612	$	245,202

Note 5—Investments In Unconsolidated Joint Ventures

The following table summarizes our investments in unconsolidated joint ventures, which are accounted for using the equity method of accounting, as of June 30, 2025 and December 31, 2024:


		Number of Properties Owned		Carrying Value
	Ownership Percentage	June 30, 2025	December 31, 2024	June 30, 2025		December 31, 2024
Pathway Property Company(1)	100.0%	720	590	$	105,677	$	102,520
2020 Rockpoint JV(1)	20.0%	2,605	2,606	40,378		44,846
Upward America JV(2)	7.2%	3,720	3,720	34,441		37,809
FNMA(3)	10.0%	355	387	15,313		22,072
Pathway Operating Company(4)	15.0%	N/A	N/A	20,867		20,706
2022 Rockpoint JV(1)	16.7%	278	319	9,800		10,426

2024 Peregrine JV(5)	30.0%	20	N/A	6,138		3,226
Total				$	232,614	$	241,605

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

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

(3)Owns homes within the Western United States.

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

(5)Represents an investment in a joint venture that will invest in newly-constructed homes and communities.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Each joint venture was initially capitalized with equity investments. Certain of the joint ventures subsequently entered into financing arrangements, and we have guaranteed the funding of certain, tax, insurance, and non-conforming property reserves related to the financing of one of the joint ventures. Total remaining equity commitments for our investments in unconsolidated joint ventures are $164,019 as of June 30, 2025.

In some cases, responsibility for management and operations of the individual joint venture is vested with our joint venture partner or their affiliates. For other joint ventures, a wholly owned subsidiary of INVH LP functions as an administrative member responsible for management and operations of the individual joint venture, subject to the joint venture partner’s approval of major decisions. Accordingly, we do not have a controlling interest in any of our joint ventures, and they are accounted for using the equity method of accounting.

We recorded net losses from these investments for the three months ended June 30, 2025 and 2024, totaling $4,802 and $5,482, respectively, and for the six months ended June 30, 2025 and 2024, totaling $10,020, and $10,620, respectively, which are included in losses from investments in unconsolidated joint ventures in the condensed consolidated statements of operations.

We earn property and/or asset management fees from each of the joint ventures (except the Pathway Operating Company investment), and these fees are related party transactions. For the three months ended June 30, 2025 and 2024, we earned $6,306 and $3,594, respectively, and for the six months ended June 30, 2025 and 2024, we earned $12,467 and $7,106, respectively, of management fees from these related parties which are included in management fee revenues in the condensed consolidated statements of operations. As of June 30, 2025 and December 31, 2024, management fee receivables from our related parties totaled $2,075 and $1,952, respectively. (See Note 6 for additional information regarding total management fee revenues.)

Note 6—Other Assets

As of June 30, 2025 and December 31, 2024, the balances in other assets, net are as follows:


	June 30, 2025		December 31, 2024
Amounts deposited and held by others	$	84,896	$	93,965
Rent and other receivables, net	63,454		61,235
Investments in equity and other securities	60,944		60,120
Prepaid expenses	58,176		49,877
Investments in debt securities, net	54,796		54,619
Corporate fixed assets, net	48,124		42,704
ROU lease assets — operating and finance, net	33,144		28,830
Held for sale assets(1)	30,636		49,434
Deferred financing costs, net	20,434		23,579
Derivative instruments (Note 8)	20,279		61,479

Other	50,648		43,478
Total	$	525,531	$	569,320

(1)As of June 30, 2025 and December 31, 2024, 163 and 237 properties, respectively, are classified as held for sale.

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 June 30, 2025 and 2024, rental revenues and other property income includes $40,841 and $40,077 of variable lease payments, respectively. For the six months ended June 30, 2025 and 2024, rental revenues and other property income includes $84,521 and $81,922 of variable lease payments, respectively.

Future minimum rental revenues and other property income under leases on our single-family residential properties in place as of June 30, 2025 are as follows:


Year	Lease Payments to be Received
Remainder of 2025	$	1,003,826
2026	692,885
2027	53,110
2028	—
2029	—
Thereafter	—
Total	$	1,749,821

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. As of June 30, 2025 and 2024, we provided property and asset management services for 24,483 and 21,146 homes, respectively, of which 7,698 and 3,885 homes, respectively, were owned by our unconsolidated joint ventures. For the three months ended June 30, 2025 and 2024, we earned management fees totaling $22,294 and $15,976, respectively. For the six months ended June 30, 2025 and 2024, we earned management fees totaling $43,702 and $29,918, 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 June 30, 2025 and December 31, 2024, the values of our investments in equity and other securities are as follows:


	June 30, 2025		December 31, 2024
Investments without a readily determinable fair value	$	60,540	$	59,405
Investments with a readily determinable fair value	404		715
Total	$	60,944	$	60,120

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 for the three and six months ended June 30, 2025 and 2024 are as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2025		2024		2025		2024

Net gains recognized on investments sold during the reporting period	$	—	$	1,623	$	—	$	1,623
Net unrealized losses on investments still held at the reporting date — with a readily determinable fair value	(90)		(119)		(311)		(328)
Total	$	(90)	$	1,504	$	(311)	$	1,295

Investments in Debt Securities, net

In connection with certain of our Securitizations (as defined in Note 7), we have retained and purchased certificates totaling $54,796, net of unamortized discounts of $703 as of June 30, 2025. These investments in debt securities are classified as held to maturity investments. As of June 30, 2025, we have not recognized any credit losses with respect to these investments in debt securities, and our retained certificates are scheduled to mature in two years.

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 June 30, 2025 and December 31, 2024:


	June 30, 2025				December 31, 2024
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Other assets	$	22,693	$	10,451	$	19,772	$	9,058
Other liabilities (Note 14)	25,571		10,067		21,904		8,636
Weighted average remaining lease term	8.8 years		3.0 years		7.6 years		3.1 years
Weighted average discount rate	5.6%		6.0%		5.6%		6.0%

Deferred Financing Costs, net

In connection with the Revolving Facility (as defined in Note 7), we incurred $25,626 of financing costs, which have been deferred as other assets, net on our 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. As of June 30, 2025 and December 31, 2024, the unamortized balances of these deferred financing costs are $20,434 and $23,579, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Note 7—Debt

Secured Debt

The following table sets forth a summary of our secured debt as of June 30, 2025 and December 31, 2024:


							Outstanding Principal Balance(1)
	Origination Date	Maturity Date	Interest Rate				June 30, 2025		December 31, 2024
IH 2017-1(2)(3)	April 28, 2017	June 9, 2027	4.23%				$	987,310	$	988,271

IH 2019-1(4)	June 7, 2019	June 9, 2031	3.59%				400,385		403,046
Total Secured Debt			1,387,695		1,391,317
Less: deferred financing costs, net			(4,730)		(5,744)
Total			$	1,382,965	$	1,385,573

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

(2)IH 2017-1 is comprised of two components, and Component A benefits from the Federal National Mortgage Association’s guaranty of timely payment of principal and interest. IH1 2017-1 bears interest at a fixed rate of 4.23% per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees. Interest payments are made monthly.

(3)Net of unamortized discount of $703 and $880 as of June 30, 2025 and December 31, 2024, respectively.

(4)IH 2019-1 bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over a comparable or successor rate to the one month London Interbank Offer Rate as provided for in the loan agreement, including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.

IH 2017-1 and IH 2019-1 (collectively, the “Secured Debt”) are secured by first priority mortgages on the underlying properties as well as first priority pledges of the equity in the assets of the respective Borrower Entities. IH 2017-1 is further secured by a grant of security interests in all the related personal property. We utilized the proceeds from our Secured Debt to fund: (i) repayments of then-outstanding indebtedness; (ii) initial deposits into Secured Debt reserve accounts; (iii) transaction costs in connection with the Secured Debt; and (iv) general costs associated with our operations.

As of June 30, 2025 and December 31, 2024, a total of 8,891 and 8,923 homes, respectively, with a gross book value of $1,910,392 and $1,900,818, respectively, and a net book value of $1,327,562 and $1,350,641, respectively, are pledged pursuant to the Secured Debt. Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties. In addition, four times after the first anniversary of the closing date, the IH 2019-1 Borrower Entity has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15% of the then-outstanding principal balance of the loan in order to bring the loan-to-value ratio back in line with the loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the loan, but rather would reduce the number of single-family rental homes included in the collateral pool.

Transaction with Trust

Concurrent with the execution of the IH 2017-1 loan agreement, the respective third-party lender sold the loan it originated to an individual depositor entity, which is a wholly owned subsidiary, who subsequently transferred the loan to a securitization-specific trust entity (the “Trust”). We accounted for the transfer of IH 2017-1 as a sale under ASC 860, Transfers and Servicing, with no resulting gain or loss as the securitization was both originated by the lender and immediately transferred at the same fair market value. This transaction had no effect on our condensed consolidated financial statements other than with respect to certificates issued by the Trust (the “Certificates”) that we retained in connection with securitization or purchased at a later date.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The Trust is structured as a pass-through entity that receives interest payments from the securitization and distributes those payments to the holders of the Certificates. The assets held by the Trust are restricted and can only be used to fulfill the obligations of that entity. The obligations of the Trust 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 Trust held by us and determined that they do not create a more than insignificant variable interest in the Trust.

As the Trust made Certificates available for sale to both domestic and foreign investors, sponsors of the IH 2017-1 loan are required to retain a portion of the risk that represents a material net economic interest in the loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As loan sponsors, we are thus required to retain a portion of the credit risk that represents not less than 5% of the aggregate fair value of the loan as of the closing date. Accordingly, we have retained the restricted Class B Certificates issued by IH 2017-1, which bear a stated annual interest rate of 4.23% (including applicable servicing fees), that were made available exclusively to INVH LP to comply with the Risk Retention Rules.

The retained certificates, net of discount, total $54,796 and $54,619 as of June 30, 2025 and December 31, 2024, 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 the Secured Debt loan agreements require each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting, and legal requirements specified in the Secured Debt loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective Secured Debt loan agreements. Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves.

Prepayments

Prepayments of Secured Debt are generally not permitted under the terms of the respective loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a yield maintenance premium if prepayment occurs before specified dates. For IH 2017-1 and IH 2019-1, prepayments on or before December 2026 or June 2030, respectively, will require a yield maintenance premium. For the six months ended June 30, 2025 and 2024, we made voluntary and mandatory prepayments of $3,799, and $10,531, respectively, under the terms of the loan agreements.

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

The following table sets forth a summary of our Unsecured Notes as of June 30, 2025 and December 31, 2024:


	Interest Rate(1)	June 30, 2025		December 31, 2024
Total Unsecured Notes, net(2)	2.00% — 5.50%	$	3,827,937	$	3,826,544
Deferred financing costs, net		(23,952)		(25,856)
Total		$	3,803,985	$	3,800,688

(1)Represents the range of contractual rates in place as of June 30, 2025.

(2)Net of unamortized discount of $22,063 and $23,456 as of June 30, 2025 and December 31, 2024, respectively. Maturity dates for the Unsecured Notes range from May 2028 through May 2036 (see “Debt Maturities Schedule” for additional information).

Debt Issuances

During the six months ended June 30, 2025 and 2024, no Unsecured Notes were issued.

Prepayments

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

Guarantees

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

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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Term Loan Facilities and Revolving Facility

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

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

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

On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (as amended on September 9, 2024 and April 28, 2025 (see below), the “2022 Term Loan Facility,” and together with the 2024 Term Loan Facility and the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $725,000 of borrowing capacity, consisting of a $150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) originally matured on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $950,000 at any time, subject to certain limitations. On April 28, 2025, we entered into an amendment to the 2022 Term Loan Facility that (1) amends the initial maturity date from June 22, 2029 to April 28, 2028, with two, one year extension options at our election, provided we are in compliance with the loan agreement and pay a 12.5 bps extension fee and (2) adjusts the margin applicable to borrowings as more fully described below.

The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facility, as of June 30, 2025 and December 31, 2024:


	Maturity Date	Interest Rate	June 30, 2025		December 31, 2024

2024 Term Loan Facility(1)(2)	September 9, 2028	5.27%	$	1,750,000	$	1,750,000
2022 Term Loan Facility(3)	April 28, 2028	5.17%	725,000		725,000

Total Term Loan Facilities			2,475,000		2,475,000
Less: deferred financing costs, net			(27,445)		(28,959)
Term Loan Facilities, net			$	2,447,555	$	2,446,041

Revolving Facility(1)(2)(4)	September 9, 2028	5.20%	$	540,000	$	570,000

(1)Interest rates for the 2024 Term Loan Facility and the Revolving Facility are based on the weighted average spread over a published forward-looking Secured Overnight Financing Rate (“SOFR”) for the interest period relevant to such borrower (“Term SOFR”) adjusted for a 0.10% credit spread adjustment, plus an applicable margin. As of June 30, 2025, the applicable margins were 0.85% and 0.78% for the 2024 Term Loan Facility and the Revolving Facility, respectively, and Term SOFR was 4.32%.

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

(3)Interest rate for the 2022 Term Loan Facility is based on Term SOFR plus the applicable margin. As of June 30, 2025, the applicable margin was 0.85% and Term SOFR was 4.32%.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

(4)As of June 30, 2025, $1,210,000 of our Revolving Facility is undrawn, and there are no restrictions on our ability to draw funds thereunder provided we remain in compliance with all covenants.

Interest Rate and Fees

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

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

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

The margins for the Term Loan Facilities, the Revolving Facility, and the 2020 Revolving Facility are as follows:


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

In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. Under the Credit Facility, we are required to pay a facility fee ranging from 0.10% to 0.30%. We are also required to pay customary letter of credit fees.

Prepayments and Amortization

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

Loan Covenants

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

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

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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.

Debt Maturities Schedule

The following table summarizes the contractual maturities of our debt as of June 30, 2025:


Year	Secured Debt		Unsecured Notes		Term Loan Facilities(1)(2)		Revolving Facility(1)(3)		Total

2025	$	—	$	—	$	—	$	—	$	—
2026	—		—		—		—		—
2027	988,013		—		—		—		988,013
2028	—		750,000		2,475,000		540,000		3,765,000
2029	—		—		—		—		—
Thereafter	400,385		3,100,000		—		—		3,500,385
Total	1,388,398		3,850,000		2,475,000		540,000		8,253,398
Less: deferred financing costs, net	(4,730)		(23,952)		(27,445)		—		(56,127)

Less: unamortized debt discount	(703)		(22,063)		—		—		(22,766)
Total	$	1,382,965	$	3,803,985	$	2,447,555	$	540,000	$	8,174,505

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

(2)If we exercise the two one year extension options, the maturity date for the 2022 Term Loan Facility will be April 28, 2030.

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

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. 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 June 30, 2025:


Agreement Date	Forward Effective Date	Maturity Date	Strike Rate	Index	Notional Amount
April 18, 2023	April 15, 2023	July 31, 2025	3.08%	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
September 23, 2024	December 31, 2024	May 31, 2028	3.13%	One month Term SOFR	200,000
September 24, 2024	December 31, 2024	May 31, 2028	3.08%	One month Term SOFR	200,000
September 24, 2024	December 31, 2024	May 31, 2028	3.08%	One month Term SOFR	200,000
September 25, 2024	December 31, 2024	May 31, 2028	1.93%	One month Term SOFR	200,000
September 25, 2024	December 31, 2024	May 31, 2029	3.12%	One month Term SOFR	200,000
May 8, 2025	May 8, 2025	May 31, 2028	3.51%	One month Term SOFR	200,000
June 20, 2025	June 20, 2025	May 31, 2028	3.60%	One month Term SOFR	200,000
March 22, 2023	July 9, 2025	May 31, 2029	2.99%	One month Term SOFR	300,000

During the six months ended June 30, 2025 and 2024, 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 $13,022 will be reclassified to earnings as a decrease in interest expense.

Non-Designated Hedges

Historically, we have entered into and maintained interest rate cap agreements in connection with certain loan agreements. As of June 30, 2025 and December 31, 2024, we did not have any interest rate caps.

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 June 30, 2025 and December 31, 2024:


	Asset Derivatives					Liability Derivatives
		Fair Value as of					Fair Value as of
	Balance Sheet Location	June 30, 2025		December 31, 2024		Balance Sheet Location	June 30, 2025		December 31, 2024
Derivatives designated as hedging instruments:
Interest rate swaps	Other assets	$	20,279	$	61,479	Other liabilities	$	2,219	$	—

Derivatives not designated as hedging instruments:
Interest rate caps	Other assets	—		—		Other liabilities	—		—
Total		$	20,279	$	61,479		$	2,219	$	—

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 June 30, 2025 and December 31, 2024:


	June 30, 2025
							Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Received		Net Amount
Offsetting assets:
Derivatives	$	20,279	$	(866)	$	19,413	$	—	$	—	$	19,413
Offsetting liabilities:
Derivatives	$	2,219	$	(866)	$	1,353	$	—	$	—	$	1,353


	December 31, 2024
							Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts of Recognized Assets/ Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets/ Liabilities Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral Received		Net Amount
Offsetting assets:
Derivatives	$	61,479	$	—	$	61,479	$	—	$	—	$	61,479
Offsetting liabilities:
Derivatives	$	—	$	—	$	—	$	—	$	—	$	—

Effect of Derivative Instruments on the 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 June 30, 2025 and 2024:


	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 June 30,					For the Three Months Ended June 30,						For the Three Months Ended June 30,
	2025		2024			2025			2024			2025			2024
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(10,768)	$	10,584	Interest expense		$	9,057		$	21,465		$	87,414		$	90,007

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 Gain (Loss) Recognized in Net Income on Derivative

		For the Three Months Ended June 30,
		2025			2024
Derivatives not designated as hedging instruments:

Interest rate caps	Interest expense		$	—		$	—


	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 Six months Ended June 30,					For the Six Months Ended June 30,						For the Six Months Ended June 30,
	2025		2024					2025			2024				2025			2024
Derivatives in cash flow hedging relationships:
Interest rate swaps	$	(29,726)	$	43,321			Interest expense		$	19,844		$	43,029			$	171,668		$	179,852


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

		For the Six Months Ended June 30,
		2025			2024
Derivatives not designated as hedging instruments:

Interest rate caps	Interest expense		$	—		$	1

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 June 30, 2025, the fair value of certain derivatives in a net liability position was $2,219. If we had breached any of these provisions at June 30, 2025, we could have been required to settle the obligations under the agreements at their termination value, which includes accrued interest and excludes the nonperformance risk related to these agreements, of $2,273.

Note 9—Stockholders’ Equity

As of June 30, 2025, we have issued 613,008,220 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 June 30, 2025, 2,099,937 outstanding OP Units are redeemable.

During the three and six months ended June 30, 2025, we issued 124,309 and 402,742 shares of common stock, respectively. During the three and six months ended June 30, 2024, we issued 108,946 and 635,805 shares of common stock, respectively.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 six months ended June 30, 2025 and 2024, we did not sell any shares of common stock under the ATM Equity Program. As of June 30, 2025, $1,150,000 remains available for future offerings under the ATM Equity Program.

Dividends

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

The following table summarizes our dividends paid from January 1, 2024 through June 30, 2025:


	Record Date	Amount per Share		Pay Date	Total Amount Paid
Q2-2025	March 27, 2025	$	0.29	April 17, 2025	$	177,963
Q1-2025	December 26, 2024	0.29		January 17, 2025	177,839
Q4-2024	September 26, 2024	0.28		October 18, 2024	171,485
Q3-2024	June 27, 2024	0.28		July 19, 2024	172,389
Q2-2024	March 28, 2024	0.28		April 19, 2024	171,712
Q1-2024	December 27, 2023	0.28		January 19, 2024	171,721

On June 12, 2025, our board of directors declared a dividend of $0.29 (actual $) per share to stockholders of record on June 26, 2025, resulting in a $178,020 dividend payment on July 18, 2025 (see Note 16). This dividend payment is accrued in other liabilities on our June 30, 2025 condensed consolidated balance sheet.

Note 10—Share-Based Compensation

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

Share-based awards in connection with our annual long term incentive plan (“LTIP”) may be issued in the form of time vesting, performance based vesting, and/or market based vesting restricted stock units (“RSUs”) or, in certain cases, partnership ownership units (“LTIP OP Units”). Historically, we also issued Outperformance Awards (defined below). Time-vesting RSUs and LTIP OP Units are participating securities for earnings (loss) per share (“EPS”) purposes, and performance and/or market based RSUs and LTIP OP Units (“PRSUs”) and Outperformance Awards are not. For a detailed discussion of share-based awards issued prior to January 1, 2025, refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Share-Based Awards

The following summarizes our share-based award activity during the six months ended June 30, 2025.

LTIP Awards:

*•*Annual LTIP Awards Granted: During the six months ended June 30, 2025, we granted 879,142 RSUs and 207,173 LTIP OP Units pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market-based vesting conditions, and/or performance-based vesting conditions, each of which is subject to continued employment through the applicable vesting date.

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

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

*•*PRSU Results: During the six months ended June 30, 2025, certain PRSUs did not achieve performance criteria, resulting in the cancellation of 281,588 awards. Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below.

Other Award Activity:

Retention Awards: During the six months ended June 30, 2025, we granted 73,508 employment awards in the form of time-vesting RSUs that vest in two equal installments based on the third and fourth anniversary of the grant date.

*•*Director Awards: During the six months ended June 30, 2025, we granted 50,256 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2026 annual stockholders meeting, subject to continued service on the board of directors through that date.

Outperformance Awards

On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs (the “2022 Outperformance Awards” and together with the 2019 outperformance program, the “Outperformance Awards”). The 2022 Outperformance Awards included market based vesting conditions related to rigorous absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2025. The 2022 Outperformance Awards provided that upon completion of 75% of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date was calculated consistent with the award terms. To the extent performance through the Interim Measurement Date resulted in a payout if the performance period had ended on that date, a minimum of 50% of such hypothetical payout amount is guaranteed as a minimum level payout for the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. As of the Interim Measurement Date, the relative TSR component of the 2022 Outperformance Awards was calculated at maximum achievement, while the absolute TSR component was below threshold. As such, overall performance as of the Interim Measurement Date resulted in a 50% payout of the 2022 Outperformance Awards, or a guaranteed minimum payout of 25%, provided that certain minimum levels of relative TSR were achieved for the full performance period. The final award achievement is equal to the greater of the payouts determined based on the Interim Measurement Date and actual performance through March 31, 2025.

In April 2025, upon completion of the performance period, the absolute and relative TSR components were separately calculated, and the Compensation Committee certified achievement of the absolute TSR at 0% and the relative TSR at 50% based on achievement as of the Interim Measurement Date, as compared to actual achievement of 42%. The number of earned 2022 Outperformance Awards was then determined based on the earned dollar value of the awards (overall 25% achievement) and the closing stock price on the performance certification date, resulting in 177,336 earned RSUs and 256,858 earned LTIP OP Units. Earned awards vested 50% on the certification date in April 2025, and the remaining 50% will vest on March 31, 2026, subject to continued employment. The estimated fair values of 2022 Outperformance Awards that fully vested at the certification date were an aggregate $8,500. The aggregate $17,100 grant-date fair value of the 2022

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Outperformance Awards that were earned was determined based on a Monte-Carlo option pricing model which estimated the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period.

Summary of Total Share-Based Awards

The following table summarizes activity related to share-based awards, other than Outperformance Awards, during the six months ended June 30, 2025:


	Time-Vesting Awards			Performance and/or Market Vesting Awards			Total Share-Based Awards(1)
	Number	Weighted Average Grant Date Fair Value (Actual $)		Number	Weighted Average Grant Date Fair Value (Actual $)		Number	Weighted Average Grant Date Fair Value (Actual $)












Balance, December 31, 2024	631,388	$	34.32	1,446,701	$	34.01	2,078,089	$	34.10
Granted	515,049	34.01		695,030	42.54		1,210,079	38.91
Vested(2)	(344,467)	(34.95)		(129,255)	(34.81)		(473,722)	(34.91)
Forfeited / canceled	(23,427)	(33.47)		(325,536)	(36.04)		(348,963)	(35.87)
Balance, June 30, 2025	778,543	$	33.86	1,686,940	$	37.07	2,465,483	$	36.06

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

(2)Vested share-based awards issued in shares of common stock are included in basic EPS for the periods after each award’s vesting date, and vested share-based awards issued in the form LTIP OP Units are included as a component of non-controlling interest for the periods after each award’s vesting date. The estimated aggregate fair value of share-based awards that fully vested during the six months ended June 30, 2025 was $19,675. During the six months ended June 30, 2025, 11,106 awards 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 six months ended June 30, 2025:


						For the Six Months Ended June 30,


Expected volatility(1)						20.1% — 24.5%
Risk-free rate						3.91%
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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

Summary of Total Share-Based Compensation Expense

During the three and six months ended June 30, 2025 and 2024, we recognized share-based compensation expense as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2025		2024		2025		2024
General and administrative	$	6,898	$	5,818	$	15,404	$	12,120
Property management expense	1,566		1,674		3,217		3,272
Total	$	8,464	$	7,492	$	18,621	$	15,392

As of June 30, 2025, there is $53,242 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 2.06 years.

Note 11—Fair Value Measurements

The carrying amounts of restricted cash, certain components of other assets, accounts payable and accrued expenses, resident security deposits, and certain components of other liabilities approximate fair value due to the short maturity of these amounts. Our interest rate swap agreements, interest rate cap agreements, if any, and investments in equity securities with a readily determinable fair value are recorded at fair value on a recurring basis within our condensed consolidated financial statements. The fair values of interest rate swaps, which are classified as Level 2 in the fair value hierarchy, are estimated using market values of instruments with similar attributes and maturities. See Note 8 for the details of the condensed consolidated balance sheet classification and the fair values for the interest rate swaps. The fair values of our investments in equity securities with a readily determinable fair value are classified as Level 1 in the fair value hierarchy. For additional information related to our investments in equity and other securities as of June 30, 2025 and December 31, 2024, refer to Note 6.

Financial Instrument Fair Value Disclosures

The following table displays the carrying values and fair values of financial instruments as of June 30, 2025 and December 31, 2024:


		June 30, 2025				December 31, 2024
		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	$	54,796	$	53,960	$	54,619	$	52,768

Liabilities carried at historical cost on the condensed consolidated balance sheets:
Unsecured Notes — public offering(2)	Level 1	$	3,527,937	$	3,319,238	$	3,526,544	$	3,218,156
IH 2017-1(3)	Level 2	987,310		960,621		988,271		945,386
Unsecured Notes — private placement(4)	Level 2	300,000		260,818		300,000		251,855
IH 2019-1(5)	Level 3	400,385		372,412		403,046		358,222
Term Loan Facilities(6)	Level 3	2,475,000		2,484,330		2,475,000		2,478,006
Revolving Facility(7)	Level 3	540,000		542,743		570,000		570,702

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

(2)The carrying value of the Unsecured Notes — public offering includes $22,063 and $23,456 of unamortized discount and excludes $23,027 and $24,847 of deferred financing costs as of June 30, 2025 and December 31, 2024, respectively.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

(3)The carrying values of IH 2017-1 includes $703 and $880 of unamortized discount and excludes $3,442 and $4,347 of deferred financing costs as of June 30, 2025 and December 31, 2024, respectively.

(4)The carrying value of the Unsecured Notes — private placement excludes $925 and $1,009 of deferred financing costs as of June 30, 2025 and December 31, 2024, respectively.

(5)The carrying value of the IH 2019-1 excludes $1,288 and $1,397 of deferred financing costs as of June 30, 2025 and December 31, 2024, respectively.

(6)The carrying values of the Term Loan Facilities exclude $27,445 and $28,959 of deferred financing costs as of June 30, 2025 and December 31, 2024, respectively.

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

We value our Unsecured Notes — public offering using quoted market prices for each underlying issuance, a Level 1 price within the fair value hierarchy. The fair values of our investments in debt securities, Unsecured Notes — private placement, and the IH 2017-1 secured loan, which are classified as Level 2 in the fair value hierarchy, are estimated based on market bid prices of comparable instruments at period end.

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

The following table displays the significant unobservable inputs used to develop our Level 3 fair value measurements as of June 30, 2025:


	Quantitative Information about Level 3 Fair Value Measurement(1)
	Fair Value		Valuation Technique	Unobservable Input	Rate
Secured Debt — IH 2019-1	$	372,412	Discounted Cash Flow	Effective Rate	4.95%
Term Loan Facilities	2,484,330		Discounted Cash Flow	Effective Rate	3.87%	—	5.18%
Revolving Facility	542,743		Discounted Cash Flow	Effective Rate	3.79%	—	5.11%

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

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
Investments in single-family residential properties, net held for sale (Level 3):
Pre-impairment amount	$	322	$	—	$	949	$	413
Total impairments	(36)		—		(99)		(60)
Fair value	$	286	$	—	$	850	$	353

We did not record any impairments for our investments in single-family residential properties, net held for use during the three and six months ended June 30, 2025 and 2024. For additional information related to our single-family residential properties as of June 30, 2025 and December 31, 2024, refer to Note 3.

Note 12—Earnings per Share

Basic and diluted EPS are calculated as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2025		2024		2025		2024
(in thousands, except share and per share data)
Numerator:
Net income available to common stockholders — basic and diluted	$	140,665	$	72,981	$	306,182	$	215,139

Denominator:
Weighted average common shares outstanding — basic	613,048,193		612,628,758		612,913,649		612,424,139
Effect of dilutive securities:
Incremental shares attributed to non-vested share-based awards	213,711		1,194,581		398,992		1,391,114
Weighted average common shares outstanding — diluted	613,261,904		613,823,339		613,312,641		613,815,253

Net income per common share — basic	$	0.23	$	0.12	$	0.50	$	0.35
Net income per common share — diluted	$	0.23	$	0.12	$	0.50	$	0.35

Incremental shares attributed to non-vested share-based awards are excluded from the computation of diluted EPS when they are anti-dilutive. For the three months ended June 30, 2025, 376,639 incremental shares attributed to non-vested share-based awards are excluded from the denominator because they are anti-dilutive. There were no such incremental shares for the three months ended June 30, 2024. For the six months ended June 30, 2025 and 2024, 423,974 and 56,727 incremental shares attributed to non-vested share-based awards, respectively, are excluded from the denominator because they are anti-dilutive.

For the three and six months ended June 30, 2025 and 2024, 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.

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

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 June 30, 2025 and December 31, 2024, we have not recorded any deferred tax assets and liabilities or unrecognized tax benefits. We do not anticipate a significant change in unrecognized tax benefits within the next 12 months.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses, including the temporary and permanent extension of expiring provisions of the Tax Cuts and Jobs Act of 2017. While we are still evaluating the full effects of the legislation, we do not expect it to have a material impact on our condensed consolidated financial statements.

Note 14—Commitments and Contingencies

Lease Commitments

The following table sets forth our fixed lease payment commitments as a lessee as of June 30, 2025, for the periods below:


Year	Operating Leases		Finance Leases

Remainder of 2025	$	2,596	$	1,977
2026	4,340		3,832
2027	4,091		3,361
2028	3,477		1,493
2029	2,957		362
Thereafter	15,755		—
Total lease payments	33,216		11,025
Less: imputed interest	(7,645)		(958)
Total lease liability	$	25,571	$	10,067

The components of lease expense for the three and six months ended June 30, 2025 and 2024 are as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2025		2024		2025		2024
Operating lease cost:
Fixed lease cost	$	1,374	$	1,006	$	2,666	$	1,843
Variable lease cost	442		367		778		842
Total operating lease cost	$	1,816	$	1,373	$	3,444	$	2,685

Finance lease cost:
Amortization of ROU assets	$	1,016	$	877	$	1,956	$	1,796
Interest on lease liabilities	149		132		277		284
Total finance lease cost	$	1,165	$	1,009	$	2,233	$	2,080

INVITATION HOMES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands)

(unaudited)

New-Build Commitments

We have entered into binding purchase agreements with certain homebuilders for the purchase of 1,286 homes over the next three years. Remaining commitments under these agreements total approximately $370,000 as of June 30, 2025.

Insurance Policies

Pursuant to the terms of certain of our loan agreements (see Note 7), laws and regulations of the jurisdictions in which our properties are located, and general business practices, we are required to procure insurance on our properties. As of June 30, 2025, there are no material contingent liabilities related to uninsured losses with respect to our properties.

Legal and Other Matters

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

Note 15—Segment Reporting

Our principal business is investment in and management of single-family residential properties for lease. As of June 30, 2025, we wholly own 85,905 homes for lease, jointly own 7,698 homes for lease, and provide professional third-party property and asset management services for an additional 16,785 homes, all of which are primarily located in 16 core markets across the country. We have determined that these properties are managed on a consolidated basis and represent one reportable segment.

Our Chief Executive Officer is our chief operating decision maker (“CODM”). We concluded that we have one reportable segment based on the way our CODM regularly reviews internally reported financial information to evaluate performance, make operating decisions, and allocate resources at a consolidated level. Net income as reported on our condensed consolidated statements of operations is a primary metric utilized by the CODM to analyze the performance of the segment, including budget versus actual performance, and to allocate resources. The assets of our single reportable segment are reported as total assets on our condensed consolidated balance sheets as our CODM does not use this measure to assess segment performance or to make resource allocation decisions. The accounting policies for the reportable segment are the same as those described in our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Significant Segment Expenses

Our operating expenses are regularly reviewed by our CODM. All expenses are reviewed, but our CODM is regularly provided additional detail regarding the direct costs of operating our properties included in property operating and maintenance expense on our condensed consolidated statements of operations. Other expense categories such as property management expense, general and administrative, depreciation and amortization, and interest expense are included on our condensed consolidated statements of operations. The following table sets forth the significant expenses that comprise property operating and maintenance expense on our condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2025		2024		2025		2024







Fixed expenses(1)	$	130,285	$	127,016	$	261,006	$	255,966
Controllable expenses(2)	113,993		107,168		220,721		208,615





Total property operating and maintenance	$	244,278	$	234,184	$	481,727	$	464,581

(1)Fixed expenses include the following: property taxes; insurance expense; and HOA expenses.

(2)Controllable expenses include the following: repairs and maintenance; personnel, leasing, and marketing; turnover; and utilities and property administrative.

Note 16—Subsequent Events

In connection with the preparation of the accompanying condensed consolidated financial statements, we have evaluated events and transactions occurring after June 30, 2025, for potential recognition or disclosure.

Dividend Payment

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