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Invitation Homes Inc.

For the period ended May 7, 2026. Filed Mar 26, 2026.

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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 7, 2026 · Filed Mar 26, 2026

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 under §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 all boxes that apply):

☒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

The housing needs of American families continue to evolve, and the role Invitation Homes plays in today’s market has only grown more essential. While many people aspire to own a home, rising costs, limited supply, and lifestyle shifts have made leasing a high quality single family home an increasingly important and valued option. Families choose our homes for the savings and flexibility they offer, and they stay because of the experience our teams deliver every day.

Over the past year, Invitation Homes continued to execute with discipline and purpose. Our teams remained focused on delivering reliable growth, strengthening our foundation, and enhancing the resident experience that sets us apart. I am pleased to highlight several achievements from this past year:

•We again delivered solid operational and financial performance, supported by consistent demand, strong retention, and continued execution across our core growth markets.
•We deepened our partnerships with leading homebuilders, allowing us to deliver thousands of newly constructed homes.
•We advanced our efforts to bring additional supply to our markets through the launch of our developer lending program and our acquisition of ResiBuilt in January 2026, which together expand our ability to support builders, deliver well located new homes, and deepen our presence across high demand communities.
•We continued to enhance the strength and flexibility of our balance sheet through proactive capital management and a disciplined approach to investment.
•We sharpened our purpose and refreshed our core values, keeping Genuine CARE™ at the heart of how we serve residents. Our commitment to quality, responsiveness, and transparent communication drove strong customer satisfaction, supported sector leading occupancy, and contributed to an average resident tenure that continues to exceed three years.
•Our associates showed meaningful commitment to the communities where we live and work by contributing thousands of volunteer hours, supporting our SkillUp partnerships, and participating in our matching gift program.

These accomplishments position us well as we look to the year ahead, and they reflect the dedication of our teams and the trust our residents and stockholders place in us. With that momentum and our continued focus on disciplined growth and operational excellence, we now turn to the important business of our Annual Meeting.

It is my privilege to invite you to the 2026 Annual Meeting of Stockholders of Invitation Homes Inc. The meeting will be held virtually on May 7, 2026, at 9:30 a.m. Eastern Time. At the Annual Meeting, stockholders will be asked to elect directors for a one year term, ratify the selection of our independent auditor, approve the compensation of our named executive officers, approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan, and address the other matters described in the accompanying Notice and Proxy Statement.

Your vote is important. Whether or not you plan to attend the meeting, I encourage you to vote your shares at your earliest convenience. You may vote by mail, and most stockholders also have access to Internet or telephone voting. Instructions are included with your proxy materials. Thank you for your investment in Invitation Homes and for your continued confidence in our company.

Dallas B. Tanner

Co-founder, President & Chief Executive Officer

Notice of 2026 Annual Meeting of Stockholders

Date and Time Thursday, May 7, 2026 9:30 a.m. Eastern Time Virtual Location www.virtualshareholder meeting.com/INVH2026 Record Date March 17, 2026Items of Business ProposalVoting RecommendationAdditional Information
1To elect the director nominees listed in the Proxy Statement.FOR each nomineepage 6
2To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026.FORpage 44
3To approve, in a non-binding advisory vote, the compensation paid to our named executive officers.FORpage 48
4To approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan.FORpage 88

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/INVH2026. You will need your 16-Digit Control Number included on your Notice of 2026 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 17, 2026, 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 / March 26, 2026 This Notice of 2026 Annual Meeting of Stockholders and Proxy Statement are first being distributed or made available, as the case may be, on or about March 26, 2026.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 7, 2026 The Notice of 2026 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.

Table of Contents

General Information1
Proposal No. 1—Election of Directors6
Nominees for Election to the Board of Directors in 20269
Director Nomination Process14
Director Succession Planning and Board and Committee Refreshment15
Compensation of Directors17
2025 Annual Director Compensation Program17
The Board of Directors and Certain Governance Matters19
Corporate Governance19
Director Independence and Independence Determinations20
Board Structure21
Committees of the Board of Directors; Meetings of the Board of Directors and its Committees22
Report of the Audit Committee23
Compensation and Management Development Committee Report24
2026 Committee Composition26
Board and Committee Evaluations27
Limitation on Other Board and Audit Committee Service28
Executive Sessions28
Management Development and Succession Planning28
Corporate Governance Guidelines29
Code of Business Conduct and Ethics29
Insider Trading Policy29
Communications with the Board29
Stockholder Engagement Process30
Oversight of Risk Management31
Sustainability and Corporate Responsibility35
Proposal No. 2—Ratification of Independent Registered Public Accounting Firm44
Audit and Non-Audit Fees44
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm45
Executive Officers of the Company46
Proposal No. 3—Non-Binding Advisory Vote to Approve Executive Compensation48
Executive Compensation—Compensation Discussion and Analysis49
Introduction49
Executive Summary49
2025 Performance Highlights50
Strong Compensation Governance51
2025 Advisory Vote on Executive Compensation54
Executive Compensation Objectives and Philosophy54
Determination of Compensation55
Other Matters72
Summary Compensation Table74
2025 Grants of Plan-Based Awards Table75
Outstanding Equity Awards at 2025 Fiscal Year End76
2025 Stock Vested Table77
Potential Benefits upon a Termination or Change in Control77
CEO Pay Ratio82
Pay Versus Performance83
Relationship Between Compensation Actually Paid and Performance Measures85
Proposal No. 4—Approval of the Invitation Homes Inc. 2026 Omnibus Incentive Plan88
Background88
The 2026 Plan Combines Compensation and Governance Best Practices88
Why We Believe You Should Vote to Approve the 2026 Plan89
Information on Equity Compensation Plans as of the Record Date90
Background of Determination of Shares Under the 2026 Plan90
Stockholder Approval90
Material Terms of the 2026 Plan91
Equity Compensation Plan Information99
Ownership of Securities100
Transactions with Related Persons102
Indemnification Agreements102
Policy Regarding Transactions with Related Persons102
Stockholder Proposals for the 2027 Annual Meeting103
Company Documents104
Householding of Proxy Materials104
Other Business104
ANNEX A: Non-GAAP ReconciliationsA-1
ANNEX B: Invitation Homes Inc. 2026 Omnibus Incentive PlanB-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.

2026 Proxy Statement

Proxy Statement

March 26, 2026

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.