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Invitation Homes Inc

For the period ended May 15, 2025. Filed Apr 3, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Apr 3, 2025

INVH$27.10-1.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

Invitation Homes Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Proxy

Statement

Notice of Annual Meeting of Stockholders I May 15, 2025

As of or for the year ended December 31, 2024.

“Same Store” is defined in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We are strategically positioned around three pillars that enhance growth and the resident experience.

Differentiated Portfolio and Platform

EYES IN MARKETS

~1,000 operations personnel across 40 local home pods

20 in-house investment professionals serving our core markets

Proactive “ProCare” service visits by in-house techs

Local, in-house control of the resident experience

Data-informed decision making in the acquisitions process

LOCATION

~96% of wholly owned portfolio in Western U.S., Sunbelt, and Florida

Primarily infill locations, offering more insulation from new supply

Outsized long-term growth drivers (e.g., population growth, job growth, household formation)

Desirable neighborhoods, good schools, and easy access to jobs, amenities, and population centers

Track Record

of Sector-Leading Growth

& High-Quality Resident Experience

SCALE

Average of over 5,300 wholly owned homes across our 16 core markets

~99% of revenue from markets with 2,000+ wholly owned homes

Over 25,000 JV and third-party managed homes, nearly all of which are in our core and identified target markets

Three markets (Atlanta, Phoenix, and Tampa) with over 10,000 homes owned and/or managed

Resident

Satisfaction

36.9

Months

Store Resident

Tenure

97.3%

Store Occupancy

Rate

79.5%

Store Renewal

Rate

4.1

Cumulative

All-Time

Google & Yelp

Rating

Thank you for taking the time to vote and for your investment in Invitation Homes.

Sincerely,

Dallas B. Tanner

Co-founder and Chief Executive Officer

Dear Fellow Stockholders:

The role we serve in today’s housing market has never been more important. With home ownership becoming increasingly out of reach for many in America, we’re proud to offer high-quality homes and a professional experience to the growing share of people who count on the flexibility and savings of leasing versus owning a home. While these advantages are what frequently drive initial demand for our homes, what encourages people to stay with us is our commitment to an outstanding resident experience.

I'd like to summarize a few of our team’s accomplishments during 2024:

We were once again a leader within the Residential REIT sector during 2024, with 7.7% growth in total revenues, 6.4% growth in Core FFO per share, and 6.7% growth in AFFO per share on a year over year basis.

Through our homebuilder partnerships, we helped construct over 1,800 new homes, with a pipeline of over 2,000 additional homes as of December 31, 2024. We also sold over 1,500 homes on the open market, frequently to individual homeowners.

Our balance sheet has never been stronger. As of December 31, 2024, over 83% of our total debt was unsecured, over 91% was fixed rate or swapped to fixed rate, and nearly 90% of our wholly owned homes were unencumbered. We have no debt reaching final maturity before 2027.

We continue to differentiate our approach with residents through our signature Genuine Care. We believe this helped drive our customer satisfaction scores, our average length of stay of approximately 37 months, our sector-leading Same Store average occupancy of over 97%, and our renewal rate of nearly 80%.

We launched our third-party property management business, bringing nearly 18,000 homes onto our unmatched leasing and service platform.

Our associates donated 18,220 hours of paid volunteer service to support their local communities. At the same time, we launched a new matching gift program that matched thousands of dollars of donations from our associates to the charity of their choice. We also signed up three more SkillUp schools, further empowering the next generation of skilled trade workers.

We’re off to a solid start in 2025 to once again deliver on our objectives. With that momentum, it is my pleasure to invite you to the 2025 Annual Meeting of Stockholders of Invitation Homes Inc. The meeting will be held virtually on May 15, 2025, at 11:30 a.m. Eastern Time.

At the Annual Meeting, stockholders will be asked to elect ten directors for a one-year term, ratify the selection of Invitation Homes' independent auditor, approve the compensation for our named executive officers, and determine the frequency of stockholder votes on executive compensation. These matters are fully described in the accompanying Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, I urge you to vote your shares as soon as possible. You may vote using the proxy form by completing, signing, and dating it, then returning it by mail. Also, most of our stockholders can submit their vote through the Internet or by telephone. If Internet or telephone voting is available to you, instructions will be included on your proxy form. Additional information about voting your shares is included in the Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITYOF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 15, 2025 The Notice of 2025 Annual Meeting of Stockholders, Proxy Statement and Invitation Homes Inc.’s Annual Report are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

Notice of 2025 Annual Meeting of Stockholders

Date and TimeThursday, May 15, 202511:30 a.m. Eastern TimeVirtual Locationwww.virtualshareholdermeeting.com/INVH2025Record DateMarch 20, 2025 · Items of Business
Proposal · VotingRecommendation · AdditionalInformation
1To elect the director nominees listed in the Proxy Statement.FOReach nomineepage 7
2To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025.FORpage 43
3To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.FORpage 47
4To determine, in a non-binding advisory vote, the frequency of stockholder votes to approve executive compensation.ONE YEARpage 85

Virtual Location

You will be able to attend the Annual Meeting, vote, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/INVH2025. You will need your 16-Digit Control Number included on your Notice of 2025 Annual Meeting of Stockholders or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

Record Date

The Board of Directors of Invitation Homes Inc. established the close of business on March 20, 2025, as the record date for the Annual Meeting. Accordingly, holders of record of our common stock at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments of the meeting.

Voting By Proxy

To ensure your shares are voted, you may vote your shares over the Internet, by telephone, or by requesting a proxy card to complete, sign, and return by mail. If your shares are held by a broker, bank, or other nominee, please follow their instructions to authorize your proxy.

By Order of the Board of Directors of Invitation Homes Inc.,

Mark A. Solls Executive Vice President, Chief Legal Officer and Secretary / Dallas, Texas / April 3, 2025 This Notice of 2025 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available, as the case may be, on or about April 3, 2025.

Table of Contents

General Information1
Proposal No. 1—Election of Directors7
Nominees for Election to the Board of Directors in 202510
Director Nomination Process16
Director Succession Planning and Board and Committee Refreshment17
Compensation of Directors19
2024 Annual Director Compensation Program19
The Board of Directors and Certain Governance Matters21
Corporate Governance21
Director Independence and Independence Determinations22
Board Structure23
Committees of the Board of Directors; Meetings of the Board of Directors and its Committees24
Report of the Audit Committee25
Compensation and Management Development Committee Report26
2025 Committee Composition28
Board and Committee Evaluations28
Limitation on Other Board and Audit Committee Service29
Executive Sessions29
Management Development and Succession Planning29
Corporate Governance Guidelines30
Code of Business Conduct and Ethics30
Insider Trading Policy30
Communications with the Board30
Stockholder Engagement Process31
Oversight of Risk Management31
Sustainability and Corporate Responsibility35
Proposal No. 2—Ratification of Independent Registered Public Accounting Firm43
Audit and Non-Audit Fees43
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm44
Executive Officers of the Company45
Proposal No. 3—Non-Binding Advisory Vote to Approve Executive Compensation47
Executive Compensation—Compensation Discussion and Analysis48
Introduction48
Executive Summary48
2024 Performance Highlights49
Strong Compensation Governance50
2024 Advisory Vote on Executive Compensation51
Executive Compensation Objectives and Philosophy51
Determination of Compensation52
Other Matters68
Summary Compensation Table71
2024 Grants of Plan-Based Awards Table72
Outstanding Equity Awards at 2024 Fiscal Year End73
2024 Stock Vested Table74
Potential Benefits upon a Termination or Change in Control75
CEO Pay Ratio79
Pay Versus Performance80
Relationship Between Compensation Actually Paid and Performance Measures82
Proposal No. 4—Non-Binding Advisory Vote to Determine the Frequency of Stockholder Votes to Approve Executive Compensation85
Equity Compensation Plan Information86
Ownership of Securities87
Transactions with Related Persons89
Indemnification Agreements89
Policy Regarding Transactions with Related Persons89
Stockholder Proposals for the 2026 Annual Meeting90
Company Documents91
Householding of Proxy Materials91
Other Business91
ANNEX A: Non-GAAP ReconciliationsA-1

Web links throughout this document are provided for convenience only, and the content on the referenced

websites does not constitute a part of this Proxy Statement.

2025 Proxy Statementi

Proxy Statement

April 3, 2025

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.