Invitation Homes (INVH) Risk Factor Changes

We depend on rental income from residents for substantially all of our revenues.

The Code provides that no more than 20% of the value of a REIT’s assets, or no more than 25% of the value of a REIT’s assets beginning with the 2026 tax year, may consist of stock or securities of one or more TRSs.

The Internal Revenue Service, the United States Treasury Department, Congress, and state and local taxing authorities frequently review and may modify tax legislation, regulations, and other guidance.

For us to qualify as a REIT under the Code, not more than 50% of the value of our outstanding stock may be owned directly or indirectly by five or fewer individuals (including certain entities treated as individuals f…

We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT and that our current organization and proposed method of operation enable us to con…

•acquire, hold, and dispose of interests in us and/or our subsidiaries, including shares of our stock or common units of partnership interest in INVH LP for his, her or its own account or for the account of others, an…

Our charter contains a provision that expressly permits our non-employee directors and their affiliates to compete with us.

Results of Operations — Liquidity and Capital Resources” for more information), each 100 bps increase or decrease on our floating rate indebtedness would result in an estimated increase or decrease of $5.2 million in…

Borrowings under our debt instruments totaling $2,620.0 million as of December 31, 2025, bear interest at variable rates and expose us to interest rate risk.

For example, our secured debt requires, among other things, that a cash management account controlled by the lender collect all rents and cash generated by the properties securing the portfolio.

•fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions;

negative effects on our business.

We are generally subject to risks associated with debt financing.

Under various federal, state, and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such property.

Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on greenhouse gas emissions and climate change issues.

Information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyberattacks.

If we are unable to effectively execute or maintain our information technology strategies or adopt new technologies and processes relevant to our service platform, our ability to deliver high-quality services to our r…

Our operations are dependent upon our information systems that support our business processes, including marketing, leasing, vendor communications, finance, intercompany communications, our resident portals, and prope…

We are highly dependent on information systems, and system failures could significantly disrupt our business, which may, in turn, negatively affect our operating results and the value of our common stock.

A significant number of the properties we own and manage on behalf of others are located within HOAs, which are private entities that regulate the activities of owners and occupants of, and levy assessments on, proper…

In particular, under a Florida statutory framework implemented by certain Florida jurisdictions, a violation of the relevant building codes, zoning codes, or other similar regulations applicable to a property may resu…

For example, the California Tenant Protection Act of 2019, a rent control law, limits our ability to increase rental rates for existing residents and puts into place protections for the terminations of tenancies.

While acting as the landlord for the numerous properties we own and manage on behalf of others, we are involved from time to time in evicting residents who are not paying their rent or who are otherwise in material vi…

Any violation by us of the laws and regulations we are subject to could lead to significant fines or penalties and could limit our ability to conduct business.

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

Rental homes are subject to various federal, state, and local laws and regulatory requirements, including permitting, licensing, and zoning requirements, some of which may conflict with one another or have limited jud…

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

•costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, property taxes, insurance, HOA fees, and construction and renovation costs, includin…

•our ability to compete with other investors entering the single-family rental industry and other developers of single-family rental homes and communities;

•the availability of, and our ability to identify, attractive acquisition or land development opportunities consistent with our investment strategy;

•our ability to effectively manage construction, renovation, maintenance, marketing, and other operating costs for our properties, or delays in construction timelines;

We attempt to ensure that our properties are adequately insured to cover casualty losses.

We currently, and may in the future, co-invest with third parties through partnerships, joint ventures, or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a…

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

Newly constructed homes acquired through our homebuilder partnerships or built through our ResiBuilt platform are typically delivered without residents in place.

This strategy depends on the performance of our counterparties and the ability of homebuilders to develop new homes specifically for our purchase.

Moreover, to the extent the management and leasing of such properties has not been consistent with our property management and leasing standards, we may be subject to a variety of risks, including risks relating to th…

Bulk portfolio acquisitions are also more complex than single-family home acquisitions, and we may not be able to implement this strategy successfully.

We have acquired and disposed of, and may continue to acquire and dispose of, properties we acquire or sell in bulk from or to other owners of single-family homes, banks, and loan servicers.

We are subject to certain risks associated with bulk portfolio acquisitions and dispositions.

An overall labor shortage experienced by our vendors, general contractors, subcontractors, and other third-party service providers, lack of skilled labor, increased turnover, or labor inflation, including as a result…

Though we are internally managed, we use local and national third-party vendors and service providers to provide certain services for our properties and development projects.

activities.

Our evaluation of properties and development projects involves a number of assumptions that may prove inaccurate, which could result in us paying too much for properties we acquire or development projects we undertake…

In acquiring our properties and pursuing development opportunities, we compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, savings and loan…

Competition in identifying and acquiring our properties and in pursuing development opportunities could adversely affect our ability to implement our business and growth strategies, which could materially and adversel…

We plan to continue acquiring properties and pursuing development opportunities as long as we believe such properties offer an attractive total return opportunity.

A general decline in business activity and demand for real estate transactions could adversely affect our ability to acquire or dispose of single-family homes or to successfully complete and lease development projects…

•tax or other government incentives that encourage homeownership; and

•the emergence of increased competition for single-family properties and developable land from private investors and entities with similar investment objectives to ours;

We intend to continue to acquire properties and pursue development opportunities, including build-to-rent development and third-party fee-building arrangements from time to time consistent with our investment strategy…

We intend to acquire properties and to engage in development and construction activities from time to time consistent with our investment strategy even if the rental and housing markets are not as favorable as they ha…

In addition, laudable government sponsored programs to promote home ownership or executive, legislative, or regulatory initiatives on the federal and state levels that disproportionately affect large institutional own…

In addition, increases in unemployment levels and other adverse changes in economic conditions in our markets may adversely affect the creditworthiness of potential residents, which may decrease the overall number of…

We depend on rental income from residents for substantially all of our revenues.

Our properties have infrastructure and appliances of varying ages and conditions.

Our ability to meet our labor needs while controlling our labor costs is subject to numerous external factors, including unemployment levels, prevailing wage rates, persisting inflation, changing demographics, and cha…

Many of the expenses associated with our business, such as property taxes, insurance, HOA fees, utilities, construction, acquisition, renovation and maintenance costs, and other general corporate expenses are relative…

Current and potential impacts of climate change along with the increased risk of extreme weather events and natural disasters have caused significant increases in our property insurance premiums and may adversely affe…

General economic conditions in the United States have continued to fluctuate in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as fluctuating global and United States economic c…

The success of our business model depends, in part, on conditions in the single-family rental market in which we operate.

•fraud by borrowers, originators, and/or sellers of secured debt;

•liquidity constraints affecting financial institutions;

The Internal Revenue Service, the United States Treasury Department, and Congress frequently review United States federal income tax legislation, regulations, and other guidance.

the consent of our board of directors will result either in the shares of stock in excess of the limit being transferred by operation of the charter to a charitable trust, and the person who attempted to acquire such…

As part of our pre-IPO reorganization transactions, we acquired certain appreciated assets that were held (directly or indirectly) in part by one or more C corporations in transactions in which the adjusted tax basis…

Even if we qualify to be subject to United States federal income tax as a REIT, we could be subject to tax on any unrealized net built-in gains in certain assets.

We are generally subject to risks associated with debt financing.

Under various federal, state, and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such property.

We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability.

Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on GHG emissions and climate change issues.

restrictive or arbitrary regulations may cause us to sell such property at a loss, prevent us from leasing such property, or otherwise reduce our cash flow from such property, which would have an adverse effect on our…

In particular, under a Florida statutory framework implemented by certain Florida jurisdictions, a violation of the relevant building codes, zoning codes, or other similar regulations applicable to a property may resu…

Separately, in July 2024, we reached a settlement agreement in the legal dispute City of San Diego et al v.

In August 2021, the Federal Trade Commission (“FTC”) initiated an investigation into certain of our business practices, focusing on our general operations and practices during the COVID-19 pandemic.

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

remain obligated under any recourse debt associated with such properties.

We have acquired and disposed of, and may continue to acquire and dispose of, properties we acquire or sell in bulk from or to other owners of single-family homes, banks, and loan servicers.

We are authorized to follow a broad investment policy established by our board of directors and subject to implementation by our management.

timing of renovation and maintenance across our properties prove to be materially inaccurate, our operating results and ability to make distributions to our stockholders may be adversely affected.

Our ability to meet our labor needs while controlling our labor costs is subject to numerous external factors, including unemployment levels, prevailing wage rates, persisting inflation, changing demographics, and cha…

properties.

Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of 85,138 owned homes as of December 31, 2024 and providing property and asset management services to portfolio owners of single-famil…

and made it more challenging to obtain appropriate insurance coverage at reasonable rates without the assumption of increasingly higher levels of self-retained risk.

limit the deductibility of interest paid or accrued by a TRS to its parent REIT.

rights of a stockholder of Invitation Homes Inc., or a limited partner of INVH LP, to the same extent and in the same manner as if he, she, or it were not our director or stockholder; and

We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us.

We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability which could significantly increase compliance…

regulatory penalties, disruption to our operations and the services we provide to customers, including our residents, or damage our reputation, any of which could adversely affect our results of operations, reputation…

In 2024, we resolved an investigation by the Federal Trade Commission (“FTC”) into certain business practices during the COVID-19 pandemic and settled the litigation City of San Diego et al v.

Any limitations on our ability to acquire, finance, own, or operate single-family rental properties, increased regulatory or disclosure obligations, or adverse enforcement outcomes could materially and adversely affec…

If enacted or expanded, such measures could limit our ability to acquire additional homes, require us to modify our growth, investment, capital deployment, development, and/or disposition strategies, reduce the scale…

Federal, state, and local policymakers have increasingly focused on housing supply and availability, including scrutiny of institutional ownership of single-family residential properties.

Executive actions and proposed federal and state legislation or regulations aimed at limiting institutional ownership and acquisition of single-family homes could materially adversely affect our business, growth strat…

•executive actions and legislative, regulatory, or policy initiatives, particularly those focused on institutional ownership and acquisition of single-family homes, that could limit our ability to acquire properties,…

entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that joint venture partners might become bankrupt or fail to fund their share of required…

the creditworthiness of our residents in such markets.

Additionally, there can be no assurance that we will acquire any financed communities on favorable terms or at all.

Construction and development financing presents inherent uncertainty in estimating project costs, timelines, and values upon completion.

We have launched a developer lending program pursuant to which we provide financing to experienced homebuilders for the development of single-family rental communities that may serve as future acquisition opportunities.