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American Homes 4 Rent

For the period ended May 7, 2025. Filed Mar 26, 2025.

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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, 2025 · Filed Mar 26, 2025

Use the contents to explore the available documents and sections.

AMH$32.82-0.8%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 x

Filed by a Party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

AMERICAN HOMES 4 RENT

(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):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

A Message from Our Chairperson

Fellow shareholders:

AMH had another great year in 2024. We delivered strong

growth, completed a successful CEO transition, continued

building homes, and solidified our leadership in the single-family

rental industry. As a company, we’re doing the right things, and

we’re doing things right.

Doing the right things. At AMH, we’ve always been driven by a

single purpose: to deliver quality housing solutions that make a

positive difference in people's lives. Our evolution from a

pioneering single-family rental operator to an integrated

residential housing company reflects our commitment to meeting

the evolving needs of American households. Today, we’re

recognized as a leading national homebuilder and rental

operator that’s addressing America’s greatest housing

challenges. We’re accomplishing this by delivering three

important solutions.

In the backdrop of a mass housing shortage in the U.S., we’re

meeting growing demand with steady supply. To date, we’ve built

over 12,000 homes in 200 communities through our unique in-

house development program. And our pipeline of over 10,000

additional land lots represents a reliable runway of growth into

2025 and beyond, adding high-quality rental homes to the

market.

In regions where homeownership has become financially

unattainable for many families, we offer an accessible and

flexible housing option to thousands of people. In our top

markets in 2025, renting an AMH home is currently 27% more

affordable than owning. That delta represents a meaningful

difference for the typical U.S. household we serve, and unlocks

opportunities for residents to meet their budget goals, save for a

down payment, or simply enjoy a better quality of life in today’s

inflationary environment.

Powered by our proven operating platform and team of over

1,700 employees, today we provide industry-leading service to

200,000 residents, who benefit from an elevated rental

experience with professional maintenance support. In 2024, their

continued satisfaction was reflected in our steady occupancy

rates and improved Google ratings.

Doing things right. Our company today is in great shape.

Operationally, our investment in people-centric programs has

advanced our reputation as a workplace and as a service

provider. As an employer, we continually train and develop our

team, including at the leadership level, to maximize the talent

resources we already have at our disposal. Through our

technology-forward Resident 360 program, we’re laser focused

on continuing to improve our customer experience and lead the

industry in resident satisfaction. Leveraging various surveying

channels, we regularly pulse-check our employees, customers,

and vendors to monitor sentiment, and are pleased to see these

scores continue to trend upward across the board.

Financially, our investment-grade credit rating, discipline in

expense management, and industry-leading profit margins

represent the backbone of our strong business model. In 2024,

we refinanced over $900 million dollars of our long-term debt at

favorable rates and terms, demonstrating our access to the

capital markets.

We unencumbered assets and leaned into dispositions, selling

older homes to reinvest in our long-term growth strategy. We

matured in creating operational efficiencies, optimizing returns

and capital to its highest and best use, driving maximum

potential from our portfolio, and producing earnings results for

you, our investors.

As a result, last year, our same-home core revenue growth,

same-home core NOI growth, and Core FFO per share growth

all outperformed that of our peers. This resilience has enabled

us to keep growing through dynamic economic cycles, offering

stability to all the people who rely on us, including customers,

employees, partners, and shareholders. Whereas other

companies have been forced to lean out of growth in today’s

capital-constrained environment, AMH remains able to grow

through our development program in addition to seizing

acquisition opportunities that are right for our portfolio.

The outlook. With this robust foundation in place, in 2025, your

Board of Trustees and management team are firmly optimistic

about the outlook ahead. After a successful CEO transition, the

company today is in the capable hands of the next generation of

leaders David Singelyn shaped. Guided by their expertise, AMH

will continue growing responsibly, and advancing the strong

reputation we’ve earned in the last 13 years.

At the macro level, more than ever, the value we add to the

marketplace is critically needed. With a housing shortage

estimated in the millions, demand rising, and affordability

creating unprecedented barriers to quality homes, we’re

leveraging our expertise and scale to respond to market needs.

We’re also expecting more opportunities for bulk acquisitions

and are well-equipped to be a consolidator in this space.

Now, AMH is uniquely positioned to continue leading the industry

by doing what we do best: providing access to single-family

living, delivering peace of mind to all our stakeholders, adding

housing supply, and generating value. To continue making a

positive impact into the future, we ask for your voting support on

the proposals detailed in this proxy statement.

Please join us on Wednesday, May 7, 2025, at 9:00 a.m., Pacific

Time, virtually or by proxy: www.virtualsharemeeting.com/

You may vote online, by telephone, or via mail following the

instructions on the proxy card or voting instruction form by

signing, dating, and returning the enclosed proxy card. If you

attend the meeting, you may revoke your proxy and vote your

shares virtually.

Sincerely,

Matthew J. Hart

Chairperson of the Board

A Message from Our Chief

Executive Officer

Fellow shareholders:

In 2024, the U.S. faced a challenging housing landscape. As the

supply shortage reached historic levels, homeownership has

become increasingly out of reach for millions of Americans, and

many people can no longer afford to live where they work.

All throughout, AMH has remained unwavering in our purpose to

make housing more accessible to more people. We continue to

lead the way in building new homes, elevating standards of care

in the industry, and unlocking ways for our products and services

to empower households.

I'm especially proud of how teams at AMH have generated

housing solutions that demonstrate our values: caring about

people, making it simple, and holding ourselves accountable.

As a leading owner, operator, and developer of single-family

rental homes, AMH today is uniquely positioned to deliver

solutions to our country's ongoing housing challenges:

Delivering access to opportunity. We continue to invest in

building new homes and successful neighborhoods across the

U.S., creating more opportunities for thousands of households.

Since launching our internally managed development program in

2017, we've built over 12,000 homes in 200 communities, adding

much-needed supply to the national housing stock.

Improving people's lives. Following the portfolio acquisition of

approximately 1,700 homes last fall, AMH today manages over

60,000 homes across the U.S. With the cost of buying a home

remaining prohibitive for many, we're providing thousands of

people - including essential workers like teachers, first

responders, civil servants, and healthcare workers - an

attainable, high-quality housing option in the communities where

they work.

Providing exceptional experiences. We know our influence on

people's lives extends beyond the homes we build and manage.

Our deep expertise and commitment to operational excellence

creates exceptional living experiences for our 200,000 residents.

We've seen this reflected in increasingly favorable customer

satisfaction scores over the years, and consistently improving

our services remains a priority for the year ahead.

As we look to the future with a fresh sense of purpose and

possibility, we're intensifying our focus on creating more value

for all our stakeholders: our customers, employees, investors,

trade partners, and the communities we operate in.

By simplifying life for our residents, building housing, and training

a new generation of responsible housing leaders, we're

dedicated to upholding the highest standards of integrity in our

industry.

On behalf of all of us at AMH, thank you for your engagement

and confidence in our company. We've never been more

optimistic about the impact great housing can have on people's

lives - and we're grateful to you for continuing to support us on

this journey.

Bryan Smith

Chief Executive Officer

2025 Proxy Statement

Notice of the 2025 Annual Meeting

of Shareholders

Date and TimeWednesday, May 7, 2025 at 9:00 a.m., Pacific TimeVirtual LocationVisit:www.virtualshareholdermeeting.com/AMH2025

Items of Business

1To elect as trustees the eleven nominees named in the attached proxy statement to serve until the 2026 Annual Meeting of Shareholders;
2To ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
3To hold a non-binding advisory vote to approve our named executive officer compensation; and
4To consider and act upon any other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Recommendations of the Board

The Board of Trustees unanimously recommends that you vote “FOR” each of the trustee nominees named in the attached proxy

statement, “FOR” ratification of the appointment of Ernst & Young LLP and “FOR” approval, on an advisory basis, of our named

executive officer compensation. Detailed information concerning these proposals is included in the accompanying proxy statement.

Proxy Materials

The notice of meeting, proxy statement and Annual Report on Form 10-K are available free of charge at: https://investors.amh.com/

financials/annual-reports. The proxy statement and accompanying proxy card are being sent or made available to you on or about

March 26, 2025.

Record Date

You are entitled to vote at the meeting if you were a shareholder of record at the close of business on March 14, 2025 of our Class A or

Class B common shares of beneficial interest, par value $0.01 per share.

Voting

Your vote is very important. To ensure that your shares are represented at the Annual Meeting, please vote over the Internet, by

telephone or by mail as instructed on the proxy card or voting instruction form you receive. You may revoke a proxy at any time prior to

its exercise at the meeting by following the instructions in the accompanying proxy statement.

By Order of the Board of Trustees,

Sara Vogt-Lowell

Chief Administrative Officer and Chief Legal Officer

Important Notice Regarding Availability of Proxy Materials for the 2025 Annual Meeting on May 7, 2025: This Proxy Statement

and our 2024 Annual Report on Form 10-K are available on the company’s websitewww.amh.com under “Investor Relations.”

2025 Proxy Statement

Table of Contents

2024 Business Highlights1
Annual Meeting Information2
Meeting Information2
How to Cast Your Vote2
Unanimous Recommendations of the Board3
Virtual Meeting Matters4
Proposal 1: Election of Trustees5
Who We Are7
Biographical Information About Our Trustee Nominees8
Governance Framework14
How We Are Selected, Elected, Evaluated and Refreshed14
How We Are Organized17
How We Govern and Are Governed20
Risk Areas23
How We Are Paid24
Proposal 2: Ratification of Independent Registered Public Accounting Firm26
Audit Committee Report29
Principal Shareholders30
Executive Officer Share Ownership and Other Compensation Policies32
Executive Officers34
Executive Compensation35
Compensation Discussion and Analysis35
2024 Say-on-Pay Vote Results and Shareholder Engagement35
2024 Compensation Overview35
Compensation Philosophy, Objectives and Governance36
Elements of Executive Officer Compensation37
2024 Compensation Decisions38
Committee Assessment of Achievement of 2024 Goals39
2025 Compensation Outlook41
Human Capital and Compensation Committee Report44
Summary Compensation Table45
Grants of Plan Based Awards46
Outstanding Equity Awards at Fiscal Year End47
Option Exercises and Stock Vested in 202448
Potential Payments Upon Termination or Change in Control48
CEO Pay Ratio51
Pay Versus Performance Tables51
Proposal 3: Advisory Vote to Approve Compensation of Named Executive Officers54
General Information About the Annual Meeting58
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.