DEF 14A of Invitation Homes Inc., Mar 26, 2026

DEF 14A of Invitation Homes Inc.

Filed Mar 26, 2026 · FY20250001193125-26-126310

Open on EDGAR

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

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

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    | ☒ | 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 |

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

    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:

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

    | • | We again delivered solid operational and financial performance, supported by consistent demand, strong retention, and continued execution across our core growth markets. |

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    | • | We deepened our partnerships with leading homebuilders, allowing us to deliver thousands of newly constructed homes. |

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

    | • | 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. |

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    | • | We continued to enhance the strength and flexibility of our balance sheet through proactive capital management and a disciplined approach to investment. |

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

    | • | 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. |

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

    | • | 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. |

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

    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.

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

    | 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 | |

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

    Notice of 2026 Annual Meeting of Stockholders

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

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

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

    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.,

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

    | | 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. |

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

    | 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. |

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

    Table of Contents

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

    | General Information | 1 | | Proposal No. 1—Election of Directors | 6 | | Nominees for Election to the Board of Directors in 2026 | 9 | | Director Nomination Process | 14 | | Director Succession Planning and Board and Committee Refreshment | 15 | | Compensation of Directors | 17 | | 2025 Annual Director Compensation Program | 17 | | The Board of Directors and Certain Governance Matters | 19 | | Corporate Governance | 19 | | Director Independence and Independence Determinations | 20 | | Board Structure | 21 | | Committees of the Board of Directors; Meetings of the Board of Directors and its Committees | 22 | | Report of the Audit Committee | 23 | | Compensation and Management Development Committee Report | 24 | | 2026 Committee Composition | 26 | | Board and Committee Evaluations | 27 | | Limitation on Other Board and Audit Committee Service | 28 | | Executive Sessions | 28 | | Management Development and Succession Planning | 28 | | Corporate Governance Guidelines | 29 | | Code of Business Conduct and Ethics | 29 | | Insider Trading Policy | 29 | | Communications with the Board | 29 | | Stockholder Engagement Process | 30 | | Oversight of Risk Management | 31 | | Sustainability and Corporate Responsibility | 35 | | Proposal No. 2—Ratification of Independent Registered Public Accounting Firm | 44 | | Audit and Non-Audit Fees | 44 | | Pre-Approval Policy for Services of Independent Registered Public Accounting Firm | 45 | | Executive Officers of the Company | 46 | | Proposal No. 3—Non-Binding Advisory Vote to Approve Executive Compensation | 48 | | Executive Compensation—Compensation Discussion and Analysis | 49 | | Introduction | 49 |

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    | Executive Summary | 49 | | 2025 Performance Highlights | 50 | | Strong Compensation Governance | 51 | | 2025 Advisory Vote on Executive Compensation | 54 | | Executive Compensation Objectives and Philosophy | 54 | | Determination of Compensation | 55 | | Other Matters | 72 | | Summary Compensation Table | 74 | | 2025 Grants of Plan-Based Awards Table | 75 | | Outstanding Equity Awards at 2025 Fiscal Year End | 76 | | 2025 Stock Vested Table | 77 | | Potential Benefits upon a Termination or Change in Control | 77 | | CEO Pay Ratio | 82 | | Pay Versus Performance | 83 | | Relationship Between Compensation Actually Paid and Performance Measures | 85 | | Proposal No. 4—Approval of the Invitation Homes Inc. 2026 Omnibus Incentive Plan | 88 | | Background | 88 | | The 2026 Plan Combines Compensation and Governance Best Practices | 88 | | Why We Believe You Should Vote to Approve the 2026 Plan | 89 | | Information on Equity Compensation Plans as of the Record Date | 90 | | Background of Determination of Shares Under the 2026 Plan | 90 | | Stockholder Approval | 90 | | Material Terms of the 2026 Plan | 91 | | Equity Compensation Plan Information | 99 | | Ownership of Securities | 100 | | Transactions with Related Persons | 102 | | Indemnification Agreements | 102 | | Policy Regarding Transactions with Related Persons | 102 | | Stockholder Proposals for the 2027 Annual Meeting | 103 | | Company Documents | 104 | | Householding of Proxy Materials | 104 | | Other Business | 104 | | ANNEX A: Non-GAAP Reconciliations | A-1 | | ANNEX B: Invitation Homes Inc. 2026 Omnibus Incentive Plan | B-1 |

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

    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.

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

    | 2026 Proxy Statement |

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

    Proxy Statement March 26, 2026 General Information Why am I receiving these materials? This Proxy Statement and related proxy materials are first being made available to stockholders of Invitation Homes Inc., a Maryland corporation (“Invitation Homes,” the “Company,” “we,” “our,” or “us”) on or about March 26, 2026, for use at our 2026 annual meeting of stockholders (the “Annual Meeting”) to be held on Thursday, May 7, 2026, at 9:30 a.m. Eastern Time, and any adjournments or postponements thereof. This year’s Annual Meeting will be a completely virtual meeting of stockholders. You are invited to attend the virtual Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2026. Proxies are being solicited by the Board of Directors of the Company (the “Board”) to give all stockholders of record at the close of business on March 17, 2026 (the “Record Date”), an opportunity to vote on matters properly presented at the Annual Meeting. The mailing address of our principal executive offices is Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240. What am I voting on? There are four proposals to be considered and voted on at the Annual Meeting:

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

    | Proposal 1: | To elect the director nominees listed in this Proxy Statement. | | Proposal 2: | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | | Proposal 3: | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. | | Proposal 4: | To approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan. |

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

    Who is entitled to vote? Stockholders as of the close of business on the Record Date may vote at the Annual Meeting or any postponement or adjournment thereof. As of the Record Date, there were 599,446,021 shares of our common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

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

    | • | Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and |

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

    | • | Held for you in an account with a broker, bank, or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or other nominee how to vote their shares. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions. |

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

    What constitutes a quorum? The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Stockholders who properly authorize a proxy but who instruct their proxy holder to abstain from voting on one or more matters are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes,” described below, that are present and entitled to vote at the Annual Meeting will be counted for purposes of determining a quorum.

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

    | 2026 Proxy Statement | 1 |

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

    What is a “broker non-vote”? A broker non-vote occurs when shares held by a broker, bank, or other nominee are not voted with respect to a proposal because (1) the broker, bank, or other nominee has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker, bank, or other nominee lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange (“NYSE”) interpretations that govern broker non-votes, Proposals 1, 3, and 4 are considered non-discretionary matters, and a broker, bank or other nominee will lack the authority to vote shares at his/her discretion on such proposals. Proposal 2 is considered a discretionary matter, and a broker, bank, or other nominee will be permitted to exercise his/her discretion. This means that, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other nominee, your shares will not be voted on Proposals 1, 3 and 4 but may be voted on Proposal 2 in the discretion of your broker, bank, or other nominee. How many votes are required to approve each proposal? With respect to the election of directors (Proposal 1), under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting in the election of directors. With respect to the ratification of our independent registered public accounting firm (Proposal 2), the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3), and the approval of the Invitation Homes Inc. 2026 Omnibus Incentive Plan (Proposal 4), under our Bylaws, approval of each proposal requires a majority of the votes cast. How are votes counted? With respect to the election of directors (Proposal 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. Broker non-votes will not affect the outcome of this proposal. With respect to the ratification of our independent registered public accounting firm (Proposal 2), you may vote “FOR,” “AGAINST,” or “ABSTAIN.” For Proposal 2, abstentions will not affect the outcome of this proposal; however, as this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. With respect to the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3) and the approval of the Invitation Homes Inc. 2026 Omnibus Incentive Plan (Proposal 4) you may vote “FOR,” “AGAINST,” or “ABSTAIN.” For Proposals 3 and 4, abstentions and broker non-votes will not affect the outcome of these proposals. If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon. Who will count the votes? Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election. How does the Board recommend that I vote? Our Board recommends that you vote your shares as set forth below:

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

    | Proposal 1: | To elect the director nominees listed in this Proxy Statement. | | | “FOR” the election of each director nominee listed in this Proxy Statement. Our Board unanimously believes that all of the director nominees listed in this Proxy Statement have the requisite qualifications to provide effective oversight of the Company’s business and management. |

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    | 2 | |

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

    | Proposal 2: | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | | | “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. Our Audit Committee and the Board believe that the retention of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 is in the best interest of the Company and its stockholders. | | Proposal 3: | To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. | | | “FOR” the approval, on a non-binding advisory basis, of the compensation paid to our named executive officers. We are seeking a non-binding advisory vote to approve, and our Board recommends that you approve, the 2025 compensation paid to our named executive officers, which is described in the section of this Proxy Statement titled “Executive Compensation—Compensation Discussion and Analysis.” | | Proposal 4: | To approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan. | | | “FOR” to approve the Invitation Homes Inc. 2026 Omnibus Incentive Plan. We are seeking the approval of the Invitation Homes Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”) to continue our ability to provide our officers, other employees, and non-employee directors, equity incentive awards that reward their service and performance. The 2026 Plan is intended to replace the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”). |

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

    How do I vote my shares without attending the Annual Meeting? Your vote is important, and we encourage you to vote promptly. If you are a stockholder of record, you may vote your shares in the following ways: By Internet—If you have Internet access, you may vote by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to vote by Internet. By Telephone—If you have access to a touch-tone telephone, you may vote by dialing 1-800-690-6903 and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone. By Mail—You may vote by mail by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the envelope that has been provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions. Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on May 6, 2026, and mailed proxy cards must be received no later than May 6, 2026. When and where will the Annual Meeting be held? Our Annual Meeting will be held at 9:30 a.m. Eastern Time, on Thursday, May 7, 2026, via live audio webcast, online at www.virtualshareholdermeeting.com/INVH2026. For information on how to attend the virtual Annual Meeting, see “General Information—How do I attend and vote my shares at the virtual Annual Meeting.”

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

    | 2026 Proxy Statement | 3 |

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

    How do I attend and vote my shares at the virtual Annual Meeting? Our Board of Directors considers the appropriate format of the stockholder meeting on an annual basis. This year’s Annual Meeting will be a virtual meeting, conducted via live audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/INVH2026. If you virtually attend the Annual Meeting, you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2026. A summary of the information you need to attend the Annual Meeting via the Internet is provided below:

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

    | • | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/INVH2026; |

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

    | • | Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/INVH2026 on the day of the Annual Meeting; |

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

    | • | Stockholders may vote and submit questions while attending the Annual Meeting via the Internet (for information on how to ask questions during the virtual Annual Meeting, see “General Information—How can I ask questions at the virtual Annual Meeting?”); and |

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

    | • | You will need your control number that is included in your Notice of Internet Availability of Proxy Materials, or if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting. |

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

    Whether you plan to attend the Annual Meeting or not, we encourage you to vote in advance over the Internet, by telephone, or mail so that your vote will be counted if you do not vote at the Annual Meeting. Will I be able to participate in the virtual Annual Meeting on the same basis I would be able to participate in a live annual meeting? The virtual meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost. Stockholders at the virtual-only meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions at the Annual Meeting. We believe that hosting a virtual meeting provides expanded access, improved communication, and cost savings for our stockholders and the Company. You may vote during the Annual Meeting by following the instructions that will be available on the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2026 during the Annual Meeting. In addition, the virtual format allows stockholders to ask questions of our Board or management during the live Q&A session of the Annual Meeting. At that time, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits. In the event any pertinent questions cannot be answered during the Annual Meeting due to time constraints, such questions and management’s answers will be made publicly available on our investor relations website promptly after the virtual Annual Meeting. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, we provide an opportunity for stockholders to contact our investor relations department separately at (844) 456-INVH (4684) or ir@invitationhomes.com. How can I ask questions at the virtual Annual Meeting? If you wish to submit a question during the Annual Meeting, log into the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2026, type your question into the “Ask a Question” field, and click “Submit.” As noted above, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits. Consistent with our prior annual meetings, we kindly ask stockholders not to ask more than one question to allow us to answer questions from as many stockholders as possible. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized, and answered together. Off-topic, personal, or other inappropriate questions will not be answered. To be sure that all stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting, all of our Board members and executive officers are expected to join the Annual Meeting. If you want to participate in our Annual Meeting, but cannot submit your question using the Annual Meeting website, please contact our investor relations department at (844) 456-INVH (4684) or ir@invitationhomes.com for accommodations.

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    | 4 | |

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

    What can I do if I need technical assistance during the virtual Annual Meeting? If you encounter any difficulties accessing or participating in the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting log-in page at www.virtualshareholdermeeting.com/INVH2026. Technicians will be available to assist you. If I can’t participate in the live Annual Meeting webcast, can I listen to it later? The Annual Meeting will be recorded. A webcast playback will be available to the public at www.virtualshareholdermeeting.com/INVH2026 and under “Investor Relations”—“News & events”—“Events & presentations” on the Company’s website (www.invh.com) within approximately 24 hours after the completion of the Annual Meeting. No one attending the Annual Meeting via the webcast or telephone is permitted to use any audio recording device. May I change my vote or revoke my proxy? Yes. Whether you have authorized a proxy by Internet, telephone, or mail, if you are a stockholder of record, you may change your voting instructions or revoke your proxy by:

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

    | • | Sending a written statement to that effect to our Corporate Secretary at Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240, provided such statement is received no later than May 6, 2026; |

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

    | • | Authorizing a proxy again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. Eastern Time on May 6, 2026; |

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

    | • | Submitting a properly signed proxy card with a later date that is received by our Corporate Secretary at Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240, no later than May 6, 2026; or |

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

    | • | Attending the Annual Meeting and voting during the Annual Meeting. |

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

    If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank, or other nominee, or as otherwise provided in the instructions provided to you by your broker, bank, or other nominee. Could other matters be decided at the Annual Meeting? As of the date of this Proxy Statement, we are not aware of any matters that may be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you. Who will pay for the cost of this proxy solicitation? We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers, and other Company associates (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission. Brokers, banks, and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

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

    | 2026 Proxy Statement | 5 |

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

    Election of Directors

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

    | | The Board of Directors unanimously recommends that you vote “FOR” the election of each director nominee. |

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

    At present, the number of directors that comprise our Board is ten. At the recommendation of the Nominating and Corporate Governance Committee, effective as of the Annual Meeting, the Board set the number of directors that will comprise our Board at nine. Our Board has considered, and at the recommendation of the Nominating and Corporate Governance Committee, nominated each of the following nominees for a one-year term expiring at our annual meeting of stockholders to be held in 2027 (the “2027 Annual Meeting”) or until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement, disqualification or removal: Michael D. Fascitelli, Dallas B. Tanner, Jana Cohen Barbe, H. Wyman Howard III, Jeffrey E. Kelter, Kellyn Smith Kenny, Joseph D. Margolis, Frances Aldrich Sevilla-Sacasa, and Keith D. Taylor. Action will be taken at the Annual Meeting for the election of these nominees. Our Board did not nominate John B. Rhea, current member of our Board, to stand for re-election when his current term expires at the Annual Meeting. We are grateful to have benefited from Mr. Rhea’s expertise, valuable business insights and strong commitment to Invitation Homes and our stockholders. All of the nominees have indicated that they will be willing and able to serve as directors, but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our Bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve. We believe that our director nominees bring an extraordinary wealth of experience, skills and backgrounds to the Board. Our Board plays a key role in guiding the purpose, and strategic direction of our Company. Their individual and collective expertise is essential to the execution of our long-term strategy and continuation of our position as a leading home leasing and management company. Learn more about each nominee to our Board under “—Nominees for Election to the Board of Directors in 2026.”

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

    | 6 | |

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

    Snapshot of 2026 Director Nominees

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

    | Name and Primary Occupation | Age | Director Since | Independent | | Michael D. Fascitelli Owner and Principal, MDF Capital LLC; Managing Partner, Imperial Companies; Board of Trustees Member, Vornado Realty Trust; Co-founder, Radius Global Infrastructure, Inc.; Chair of Investment Committee, Senior Advisor, and Board Member, Yieldstreet Inc. (formerly Cadre). | 69 | 2017 | ● | | Dallas B. Tanner President and Chief Executive Officer, Invitation Homes; Director, Roots Management; Member, HOPE Global Board of Advisors; Member, the Policy Advisory Board of the Harvard Joint Center for Housing Studies; Member, Arizona State University Real Estate Advisory Board | 45 | 2019 | | | Jana Cohen Barbe Director, The Boler Company; Senior Partner, Dentons (Retired) | 63 | 2018 | ● | | H. Wyman Howard III Rear Adm., USN (Ret); Director, Bridger Aerospace Group Holdings, Inc.; Partner, Frontier Scientific Solutions; Senior Advisor, McKinsey & Co. | 57 | 2024 | ● | | Jeffrey E. Kelter Founding Partner, KSH Capital; Chairman of the Board of Directors of Bridger Aerospace Group Holdings, Inc. | 71 | 2017 | ● | | Kellyn Smith Kenny Chief Marketing and Growth Officer, AT&T Inc. | 48 | 2025 | ● | | Joseph D. Margolis Chief Executive Officer, Extra Space Storage, Inc. | 65 | 2020 | ● | | Frances Aldrich Sevilla-Sacasa Private Investor; Director, Camden Property Trust; Director, Nomura Funds (formerly Macquarie Funds); Former Chief Executive Officer, Banco Itaú International | 70 | 2023 | ● | | Keith D. Taylor Director, Yumpingo Ltd.; Director, Frozen Logistics, LLC; Former Chief Financial Officer, Equinix, Inc. | 64 | 2023 | ● |

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

    | 2026 Proxy Statement | 7 |

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

    Director Nominees’ Qualifications and Background

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

    | Skills and Experience | | | | | | | | | | | | | Real Estate / Real Estate Investment Experience in real estate development, operations, investment, and asset management to guide our real estate finance and investment strategies. | ● | ● | ● | | ● | | ● | | ● | | | Financial / Banking Financial acumen and experience to oversee the quality and integrity of our financial statements, capital structure, and financial strategy. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Risk Management Experience overseeing assessment and management of various forms of risk we face in our business. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Legal / Regulatory / Governance Valuable perspective on government regulations, complex legal matters, corporate responsibility, governance, sustainability, and public policy issues. | ● | ● | ● | ● | ● | | ● | ● | ● | | | Operations Experience leading complex operations to help us optimize our business model. | ● | ● | | ● | ● | ● | ● | ● | ● | | | Executive / Robust Leadership Strong strategic insights gained through multi-faceted and challenging business experiences and active leadership ability. | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Digital, Technology, or Cybersecurity Experience Expertise regarding digital capabilities, technological transformation, artificial intelligence (“AI”), and information security, based on executive-level experience in an industry driving digital and technological change or cybersecurity experience through prior professional experience (or a related certification/degree). | | | ● | ● | | ● | | | ● | | Tenure | | | | | | | | | | | | Years on Board (Avg. 5.3 years) | | 9 | 7 | 8 | 2 | 9 | 1 | 6 | 3 | 3 | | Background | | | | | | | | | | | | Gender Diversity (33%) | | | | ● | | | ● | | ● | | | Latino / Spanish Heritage (10%) | | | | | | | | | ● | | | Independence (89%) | | ● | | ● | ● | ● | ● | ● | ● | ● |

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

    | 8 | |

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

    Nominees for Election to the Board of Directors in 2026 The following information describes the offices held, other business directorships, and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. The biographical description for each nominee below includes the specific experience, qualifications, attributes, and skills that led to the conclusion by the Board that such person should serve as a director.

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

    | Age: 69 Director Since: 2017 Independent Committees: Chairperson of the Board of Directors Skills and Qualifications: | Michael D. Fascitelli | | | Mr. Fascitelli has served on our Board since November 2017 and was appointed the Chairperson of the Board in May 2021. Prior to the merger with Starwood Waypoint Homes (“SWH”) in November 2017, from January 2016 to November 2017, Mr. Fascitelli served on the Board of SWH and, from January 2014 to January 2016, served on the Board of Starwood Waypoint Residential Trust (“SWAY”), SWH’s predecessor. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC, a private investment firm. Mr. Fascitelli is also a co-founder and a Managing Partner of Imperial Companies, a real estate investment and development company. Mr. Fascitelli has served as member of the Board of Trustees of Vornado Realty Trust (NYSE: VNO) since 1996. He served as the President of Vornado Realty Trust from 1996 to April 2013 and its Chief Executive Officer from May 2009 to April 2013. Mr. Fascitelli served as the President of Alexander’s Inc., a real estate investment trust and an affiliate of Vornado Realty Trust, from December 1996 to April 2013. Prior to joining Vornado Realty Trust in 1996, Mr. Fascitelli was a partner at Goldman Sachs & Co., an investment banking firm, in charge of its real estate practice since 1992. Mr. Fascitelli is also the Co-founder and a former Co-Chairman of Radius Global Infrastructure, Inc. (NASDAQ: RADI), one of the largest international aggregators of rental streams underlying wireless sites through the acquisition and management of ground, tower, rooftop, and in-building cell site leases. Since December 2014, Mr. Fascitelli has served as Chair of the Investment Committee, Senior Advisor and Board Member of Yieldstreet Inc. (formerly Cadre), a private online real estate investment platform. He is a Board member of The Rockefeller University, and a former Board member of Child Mind Institute and the University of Rhode Island Foundation. He is currently a member of the University of Rhode Island Board of Trustees. Mr. Fascitelli is a former Commissioner of the Port Authority of New York and New Jersey and a past Chairman of the Wharton Real Estate Center where he served on the executive committee. Our Board considered Mr. Fascitelli’s long and successful track record in various leadership roles including his executive experience as President and Chief Executive Officer of Vornado Realty Trust and his extensive knowledge of and experience in the real estate industry, which the Board believes provide us with valuable experience and insight. Additionally, our Board considered Mr. Fascitelli’s broad experience with corporate governance, risk management, and business strategy as a director of several public and private companies. |

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

    | 2026 Proxy Statement | 9 |

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

    | Age: 45 Director Since: 2019 Committees: Investment and Finance Committee Skills and Qualifications: | Dallas B. Tanner Mr. Tanner has served as our President and Chief Executive Officer (“CEO”) and a Board member since January 2019. As a founding member of our Company’s business, Mr. Tanner was at the forefront of creating the single-family rental industry. He initially served as Executive Vice President and Chief Investment Officer from the Company’s founding in April 2012 until January 2019, as well as interim President from August 2018 to January 2019. Prior to the initial public offering of the Company in February 2017, he served on the Boards of the Company’s predecessor entities. Mr. Tanner has more than 20 years of real estate experience through the establishment of numerous real estate platforms. In 2005, he founded Treehouse Group, for which he privately sourced funds for platform investments, including single-family homes, multifamily properties, manufactured housing, residential land, bridge financing, and property management. Mr. Tanner currently serves as a Board member of Roots Management, a manufactured housing platform with 40,000+ homes that operates in 22 states. He also is a member of the HOPE Global Board of Advisors, the Policy Advisory Board of the Harvard Joint Center for Housing Studies, Arizona State University Real Estate Advisory Board, and the Real Estate Roundtable. Mr. Tanner is named a Henry Crown Fellow by the Aspen Institute. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium. Our Board considered Mr. Tanner’s extensive hands-on experience in real estate investment, including the establishment of numerous real estate platforms, and as a founding member of our business, experience managing day-to-day operations of our Company and his prior executive positions. Mr. Tanner’s role as our President and CEO brings management perspective to Board deliberations and provides valuable information about the status of our day-to-day operations. | | Age: 63 Director Since: 2018 Independent Committees: Audit Committee Nominating and Corporate Governance Committee (Chairperson) Skills and Qualifications: | Jana Cohen Barbe Ms. Barbe has served on our Board since November 2018. Ms. Barbe also serves as an independent Director of The Boler Company, a family enterprise, and the owner of Hendrickson International, a primary supplier of suspensions and related systems to North American heavy-duty truck and trailer manufacturers and to most manufacturers worldwide. Since 2021, Ms. Barbe has also acted as a strategic business advisor to private equity firms, financial institutions and others on matters relating to affordable housing. Prior to 2021, Ms. Barbe was a partner at Dentons, the largest law firm in the world (and its predecessor firms) where for more than 25 years she advised many of the world’s leading financial institutions and insurance companies on highly regulated affordable housing and community development investments while also serving in multiple leadership roles including as Global Vice Chair, Global Real Estate Practice Chair, and Chair of the Global Financial Institutions Sector of the law firm. Ms. Barbe was honored for her lasting contributions to the legal profession by Corporate Counsel and Inside Counsel magazines when they awarded her the 2019 Women, Influence & Power Lifetime Achievement Award. Ms. Barbe is a past Chairperson of the Board of Thresholds, Illinois’ oldest and largest provider of housing and supportive services for individuals with severe and persistent mental illnesses, and remains a Life Director of Thresholds. Ms. Barbe is also a past Chairperson of the Board of Advisors of Catalyst, Inc., the much-acclaimed international women’s advocacy organization. Ms. Barbe has earned the CERT Certificate in Cybersecurity Oversight for board members from NACD and the CERT Division of the Software Engineering Institute of Carnegie Mellon University. Our Board considered Ms. Barbe’s real estate and finance background, including her chairing Dentons’ Real Estate Practice and Financial Institutions Sector, her expertise in transactional, operational, and regulatory matters including affordable housing and community development, strategic vision, and her risk management experience, which are a complement to the skills and qualifications of our directors. The Board also considered Ms. Barbe’s leadership in strategic implementation of corporate social responsibility initiatives. |

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    | 10 | |

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

    | Age: 57 Director Since: 2024 Independent Committees: Audit Committee Nominating and Corporate Governance Committee Skills and Qualifications: | H. Wyman Howard III Mr. Howard has served on the Board since October 2024. Mr. Howard retired from the U.S. Navy in September 2022 as Rear Admiral (Upper Half) after over 32 years of service in Naval Special Warfare and Joint Special Operations. He has had multiple tours in command of Special Operations Joint Task Forces and was among the first to deploy into Afghanistan following the attacks on September 11, 2001. The combat contributions of the teams Mr. Howard commanded, and with whom he served, were recognized with five Presidential Unit Citations, a Navy Unit Commendation medal, and four Joint Meritorious Unit Awards. Mr. Howard’s joint, interagency, and intelligence experience include service as the second Director of Operations for the National Geospatial-Intelligence Agency in 2016, Commander, Special Operation Command Central from 2018-2020, and as the Commander, Naval Special Warfare Command, from 2020 to 2022, which are equivalent leadership roles of a Chief Operating Officer and Chief Executive Officer, respectively. Mr. Howard also serves on the board of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), an aerial wildfire suppression and aerospace services company. Mr. Howard is a Frontier Scientific Solutions partner, a provider of life sciences supply chain solutions, a McKinsey & Co. Senior Advisor, and an advisor to a portfolio of Advanced Industry sector companies. Mr. Howard holds a Professional Certificate in Artificial Intelligence and Business Strategy from the Massachusetts Institute of Technology’s Computer Science and Artificial Intelligence Laboratory. Our Board considered Mr. Howard’s distinctive leadership at the strategic, operational, and tactical levels and his unique sensitivity to strategic risks and a deep set of interagency and governmental relationships. His deep experience in risk mitigation, cyber threats, and innovative security solutions, and strong understanding of the key strategic challenges and opportunities, make him well-positioned to oversee strategic planning, operations, and logistics and to protect and advance organizational resilience in an ever-evolving landscape. | | Age: 71 Director Since: 2017 Independent Committees: Investment and Finance Committee (Chairperson) Nominating and Corporate Governance Committee Skills and Qualifications: | Jeffrey E. Kelter Mr. Kelter has served on our Board since November 2017. From January 2016 to November 2017, Mr. Kelter served on the Board of SWH and, from January 2014 to January 2016, served on the Board of SWAY. Mr. Kelter is a Co-Founder and has been a Partner of KSH Capital since 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to grow their platforms. Prior to founding KSH Capital, Mr. Kelter was the Founding Partner and Chief Executive Officer of KTR Capital Partners from 2005 to 2015, a leading private equity real estate investment and operating company focused on industrial properties throughout North America. KTR Capital Partners and its commingled investment funds were sold in May 2015 to a joint venture of Prologis, Inc. (NYSE: PLD) and Norges Bank Investment Management. Prior to founding KTR Capital Partners, from 1997 to 2004, Mr. Kelter was President, Chief Executive Officer and served on the Board of Trustees of Keystone Property Trust, an industrial real estate investment trust (“REIT”). Mr. Kelter founded the predecessor to Keystone Property Trust in 1982, and took the company public in 1997, where he and the management team directed its operations until its sale in 2004. Prior to forming Keystone Property Trust, he served as President and Chief Executive Officer of Penn Square Properties, Inc., a real estate company which he founded in 1982. Mr. Kelter serves as Chairman of the Board of Directors of Bridger Aerospace Group Holdings, Inc. (NASDAQ: BAER), serves on the Northwell Health Cancer Institute Advisory Council, and he is a trustee of The Urban Land Institute and Cold Spring Harbor Laboratory. Mr. Kelter formerly served as a trustee at Westminster School and Trinity College and formerly served on the Board of Gramercy Property Trust (NYSE: GPT) from 2015 to 2018. Our Board considered Mr. Kelter’s management leadership and governance experience as President and Chief Executive Officer of Keystone and Penn Square and his extensive experience of over 20 years in commercial real estate. Our Board also considered Mr. Kelter’s deep experience and strong understanding of the key strategic challenges and opportunities of running a REIT. |

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

    | 2026 Proxy Statement | 11 |

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

    | Age: 48 Director Since: 2025 Independent Committees: Audit Committee Compensation and Management Development Committee Skills and Qualifications: | Kellyn Smith Kenny Ms. Kenny has served on our Board since May 2025. Ms. Kenny has served as the Chief Marketing and Growth Officer of AT&T since 2020, and is responsible for accelerating customer acquisition, increasing customer lifetime value, and strengthening AT&T’s premium position. She oversees digital, advertising, brand, media and sponsorships, market research and insights, competitive and customer intelligence, and growth products. Prior to AT&T, Ms. Kenny served as the global Chief Marketing Officer at Hilton Worldwide, where she led marketing for the company’s 18 trading brands, and the Hilton Honors loyalty program with over 100 million members. Before Hilton, Ms. Kenny held senior positions at Uber Technologies, Capital One Financial, and Microsoft Corporation. Ms. Kenny serves as Chair Emeritus of the Mobile Marketing Association, a marketing trade association, as an Executive Committee Member for AdCouncil, and as a Board Member for the Association of National Advertisers. She is among a select class of leaders to be named a Henry Crown Fellow by the Aspen Institute. Ms. Kenny has been recognized for marketing innovation, effectiveness, and leadership by Forbes, Adweek, and more. Her marketing and advertising campaigns have won multiple EFFIE Awards, CLIOs, Cannes Lions, and SHORTY Awards. Our Board considered Ms. Kenny’s considerable leadership and operating experience and expertise in developing key corporate strategies with important insights and perspectives with respect to marketing, growth, and long-range planning, which is invaluable to our efforts to develop innovative marketing solutions. Ms. Kenny’s experience at trusted national brands provides her a deep understanding of consumer experiences and insights. | | Age: 65 Director Since: 2020 Independent Committees: Compensation and Management Development Committee Investment and Finance Committee Skills and Qualifications: | Joseph D. Margolis Mr. Margolis has served on our Board since May 2020. Mr. Margolis is a member of the Board of Directors and the Chief Executive Officer of Extra Space Storage, Inc. (NYSE: EXR). He has held this position since January 1, 2017. Previously, he served as Executive Vice President and Chief Investment Officer of Extra Space Storage, Inc. from July 2015 until December 31, 2016. From 2011 until July 2015, he was Senior Managing Director and Partner at Penzance Properties, a vertically integrated owner, operator and developer of office and other properties in the Washington, D.C. metro area. Previously, Mr. Margolis was a co-founding partner of Arsenal Real Estate Funds, a private real estate investment management firm, from 2004 through 2011. Before forming Arsenal in 2004, from 1992 to 2004, Mr. Margolis held senior positions at Prudential Real Estate Investors in portfolio management, capital markets and as General Counsel. Before that, Mr. Margolis worked for The Prudential Insurance Company of America as in-house real estate counsel from 1988 through 1992, and as a real estate associate at the law firm of Nutter, McClennen & Fish from 1986 through 1988. Our Board considered Mr. Margolis’ extensive finance and real estate experience and senior executive experience in dealing with complex management, financial, risk assessment, business, and governance issues, which enable him to provide us with business leadership and financial expertise. Mr. Margolis’ extensive experience and instrumental role in developing key corporate strategies provide important insights and perspectives with respect to growth and long-range planning. |

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    | 12 | |

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

    | Age: 70 Director Since: 2023 Independent Committees: Audit Committee (Chairperson) Nominating and Corporate Governance Committee Skills and Qualifications: | Frances Aldrich Sevilla-Sacasa Ms. Aldrich Sevilla-Sacasa has served on our Board since May 2023. Ms. Aldrich Sevilla-Sacasa is a private investor and was Chief Executive Officer of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. Prior to that time, she served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and Chief Executive Officer of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Aldrich Sevilla-Sacasa also serves on the Boards of Camden Property Trust (NYSE: CPT) and Nomura Funds (formerly Macquarie Funds). Our Board considered Ms. Aldrich Sevilla-Sacasa’s considerable experience in financial services, banking, and wealth management. In addition, the Board considered her experience as a former President and Chief Executive Officer of a trust and wealth management company, and as a director of other corporate and not-for-profit boards which has provided Ms. Aldrich Sevilla-Sacasa with expertise in the areas of corporate governance, business strategy, risk management, and financial reporting and internal controls. | | Age: 64 Director Since: 2023 Independent Committees: Audit Committee Compensation and Management Development Committee (Chairperson) Skills and Qualifications: | Keith D. Taylor Mr. Taylor has served on our Board since May 2023. Mr. Taylor is the former Chief Financial Officer of Equinix, Inc. (Nasdaq: EQIX), a leading multinational digital infrastructure company. He held this position from September 2005 until his retirement in March 2026. From 2001 to 2005, Mr. Taylor served in various roles at Equinix Inc., including Vice President, Finance, and Chief Accounting Officer. From 1999 to 2001, he served as Director of Finance and Administration of Equinix Inc. Prior to that, from 1996 to 1999, Mr. Taylor served as Vice President, Finance, and Interim Chief Financial Officer at International Wireless Communications, an operator, owner and developer of wireless communications networks. Mr. Taylor is a member of the Board of Directors of Yumpingo Ltd., a U.K. company providing a next-generation hospitality customer experience management platform, and a member of the Board of Directors of Frozen Logistics, LLC, a leading cold storage and logistics provider, specializing in direct-to-consumer fulfillment of frozen goods. Mr. Taylor is a chartered public accountant. Our Board considered Mr. Taylor’s extensive experience in corporate finance and accounting, financial reporting and internal controls, human resources, and compensation, which he accumulated through his service as the Chief Financial Officer of a large publicly-traded company. The Board also considered Mr. Taylor’s strong understanding of the key strategic challenges and opportunities of running a large business. |

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

    | 2026 Proxy Statement | 13 |

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

    Director Nomination Process The Nominating and Corporate Governance Committee is responsible for recommending to the Board nominees for election as director, and the Board is responsible for selecting nominees for election. This nomination process occurs as part of the nomination of the slate of directors for election at our annual meeting of stockholders and at times when there is a vacancy on the Board or other factor that supports adding a director to the Board.

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

    | Current Board Skill Sets and Needs Continuous evaluation of the Board skills matrix ensures Board is strong in core competencies and has diversity of expertise, perspective, and background. | As part of this nomination process, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence, and skills of potential candidates for election to the Board and, in considering such candidates, also assesses the size, composition, and combined expertise of the Board and the extent to which the candidate would fill a present need on the Board. As the application of these factors involves the exercise of judgment, the Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, but rather takes into account all factors it considers appropriate such as (a) individual qualifications, including relevant career experience, strength of character, judgment, familiarity with our Company’s business and industry, independence of thought, and an ability to work collegially and (b) all other factors it considers appropriate, which may include diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, antitrust and other legal considerations, corporate governance background, financial and accounting background, executive compensation background, relevant industry experience and technical skills, technology, cybersecurity and data privacy training, and the size, composition, and combined expertise of the existing Board. The Nominating and Corporate Governance Committee may seek referrals and/or receive recommendations from other members of the Board, management, stockholders, and other sources, including third-party recommendations. The Committee may also retain a search firm to assist in identifying candidates to serve as directors of the Company. The Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees for election at the annual meeting, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the director nominees’ biographical information set forth above. | | | | | Candidate Recommendations From independent directors, stockholders, independent search firms, and our management. | | | | | | Nominating and Corporate Governance Committee Considers exceptional candidates that possess integrity, independent judgment, broad business experience, diversity, and a skill set to meet existing or future business needs. Screens qualifications, reviews independence and potential conflicts, and recommends selected candidates to the Board. | | | | | | Board of Directors Evaluates candidates recommended by the Nominating and Corporate Governance Committee, analyzes independence and other issues, and selects nominees with a commitment to refreshment and diversity. Nominates candidates for election to the Board at annual meetings of stockholders or appointed to the Board during the year. | | | | | | Stockholders Vote on all director nominees at annual meetings. | |

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

    | 14 | |

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

    Stockholder Nominees The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the Securities and Exchange Commission (the “SEC”) to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240. All recommendations for nomination received by the Corporate Secretary that satisfy our Bylaw requirements relating to such director nominations will be presented to the Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2027 Annual Meeting.” Our stockholders also possess the right to nominate candidates to the Board through proxy access provisions of our Bylaws. The Bylaws permit a stockholder, or group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common shares continuously for at least three years, to include in the Company’s annual meeting proxy materials director nominations for up to 20% of the seats on the Board, subject to the other terms and conditions of the Bylaws. Stockholder requests to include stockholder-nominated directors in proxy materials for the 2027 Annual Meeting must be received by no earlier than October 27, 2026, and no later than November 26, 2026. Director Succession Planning and Board and Committee Refreshment The Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to cultivate a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition, and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the “Director Nomination Process” above. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election. The Board, upon recommendation from the Nominating and Corporate Governance Committee, annually reviews and determines the composition of its committees. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits gained from fresh perspectives and enhancing our directors’ understanding of different aspects of our business.

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

    | 2026 Proxy Statement | 15 |

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

    | 16 | |

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

    Compensation of Directors Our non-employee directors are entitled to receive cash compensation, as well as equity compensation in the form of restricted stock units (“RSUs”), for their Board service. Mr. Tanner, our President and CEO, receives no compensation for serving on our Board.

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

    | Highlights of Our Non-Employee Director Compensation Program | | | No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. | ü | | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stakeholders. | ü | | Recognition of Special Roles: Special roles, such as Committee chairpersons, are recognized for their additional time commitments. | ü | | Annual Equity Grants: Equity awards are granted annually with a fixed value and one-year vesting schedule, providing alignment with stockholders’ interests. | ü | | Robust Stock Ownership Guidelines: A guideline of five times the annual Board membership cash retainer supports alignment with stakeholders’ interests and mitigates potential compensation-related risk. | ü | | No Perquisites and No Related Tax Gross-Ups. | ü |

  78. Director Compensation Table for Fiscal 2025

    Director Compensation Table for Fiscal 2025 The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2025.

  79. Director Compensation Table for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Michael D. Fascitelli | $235,000 | $190,024 | – | $425,024 | | Jana Cohen Barbe | $117,864 | $190,024 | – | $307,888 | | Richard D. Bronson | $45,769 | – | $198,173 | $243,942 | | H. Wyman Howard III | $114,891 | $190,024 | – | $304,915 | | Jeffrey E. Kelter | $122,500 | $190,024 | – | $312,524 | | Joseph D. Margolis | $110,000 | $190,024 | – | $300,024 | | John B. Rhea | $110,000 | $190,024 | – | $300,024 | | Keith D. Taylor | $122,500 | $190,024 | – | $312,524 | | Janice L. Sears | $41,099 | – | – | $41,099 | | Frances Aldrich Sevilla-Sacasa | $122,500 | $190,024 | – | $312,524 | | Kellyn Smith Kenny | $69,203 | $190,024 | – | $259,227 |

  80. Director Compensation Table for Fiscal 2025

    | (1) Amount represents the cash fees earned by each director during 2025 pursuant to our non-employee director compensation program. Mr. Bronson completed his term as a director on May 15, 2025. The amount reported in this column for Mr. Bronson is prorated for the period he served on the Board during 2025. Ms. Sears completed her term as a director on May 15, 2025. The amount reported in this column for Ms. Sears is prorated for the period she served on the Board during 2025. |

  81. Director Compensation Table for Fiscal 2025

    | (2) Amount represents the aggregate grant date fair value of the directors’ annual RSU awards granted in 2025 calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions discussed in Notes 2 and 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). In accordance with the SEC’s rules, dividend equivalents that accrued on equity awards in 2025 are not reported above, because dividends were factored into the grant date fair value of these awards. |

  82. Director Compensation Table for Fiscal 2025

    | (3) As of December 31, 2025, each non-employee director (except for Mr. Bronson and Ms. Sears) held 5,584 unvested RSUs, representing each director’s 2025 annual RSU award. |

  83. Director Compensation Table for Fiscal 2025

    | (4) Following the completion of his term as a director on May 15, 2025, Mr. Bronson has served as an advisor to our Company, pursuant to a consulting agreement, under which he is entitled to receive $315,000 for the period from May 15, 2025 to May 14, 2026. The amount reported in this column for Mr. Bronson is prorated for the period he served as an advisor under his consulting agreement during 2025. |

  84. Director Compensation Table for Fiscal 2025

    | 18 | |

  85. Director Compensation Table for Fiscal 2025

    Corporate Governance The business and affairs of the Company are managed under the direction and oversight of our Board, as provided by Maryland law, and its four standing committees: the Audit Committee, the Compensation and Management Development Committee, the Nominating and Corporate Governance Committee, and the Investment and Finance Committee. Members of our Board remain informed about our business through discussion with our executive leadership team, and other officers and associates, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees. We are committed to exercising and maintaining strong corporate governance practices. We believe that good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability, and improves our standing as a trusted member of the communities we serve. The Board regularly monitors our corporate governance policies and profile to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the NYSE. We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section.

  86. Director Compensation Table for Fiscal 2025

    | Corporate Governance Snapshot | | | Director Nominees | 9 | | Independent Director Nominees | 8 | | Average Tenure of Directors Standing for Election (years) | 5.3 | | Chairperson Position Separate from CEO | ✓ | | Annual Election of All Directors | ✓ | | Proxy Access (3%/3 years) | ✓ | | No Stockholder Rights Plan | ✓ | | Limits on the Number of Directorships Held by Directors | ✓ | | Regular Executive Sessions of Independent Directors | ✓ | | Commitment to Board Refreshment and Focus on Director Succession Planning | ✓ | | Annual Board and Committee Self-Evaluations | ✓ | | Risk Oversight by the Board and Committees | ✓ | | Sustainability and Corporate Responsibility Oversight by Board and Committees | ✓ | | Proactive, Ongoing Engagement with Stockholders | ✓ | | Stock Ownership Requirements for Directors and Executive Officers | ✓ | | Hedging and Pledging Prohibition | ✓ | | Incentive Compensation Clawback Policy | ✓ |

  87. Director Compensation Table for Fiscal 2025

    Stockholder Rights and Accountability

  88. Director Compensation Table for Fiscal 2025

    | • | Our Board is not classified, and each of our directors is subject to annual reelection (we will not classify our Board in the future without the approval of our stockholders). |

  89. Director Compensation Table for Fiscal 2025

    | • | Stockholders holding a majority of outstanding shares have the right to amend, alter, or repeal our Bylaws or adopt new Bylaws. |

  90. Director Compensation Table for Fiscal 2025

    | • | Stockholders possess the right to nominate candidates to the Board through proxy access provisions of our Bylaws. |

  91. Director Compensation Table for Fiscal 2025

    | • | Stockholders may act by written consent. |

  92. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 19 |

  93. Director Compensation Table for Fiscal 2025

    | • | We do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval. |

  94. Director Compensation Table for Fiscal 2025

    | • | We have opted out of the Maryland business combination and control share acquisition statutes and cannot opt in without stockholder approval. |

  95. Director Compensation Table for Fiscal 2025

    | • | We actively engage with our stockholders, seek input, address questions and concerns, and provide perspective on Company policies and practices through our direct outreach to investors, our annual meetings of stockholders, and regular detailed investor presentations. |

  96. Director Compensation Table for Fiscal 2025

    Board Practices

  97. Director Compensation Table for Fiscal 2025

    | • | A substantial majority of our director nominees (89%) are independent. |

  98. Director Compensation Table for Fiscal 2025

    | • | Each of our Audit Committee, Compensation and Management Development Committee, and Nominating and Corporate Governance Committee is composed entirely of independent directors. |

  99. Director Compensation Table for Fiscal 2025

    | • | Our Board is led by our Chairperson, and the Chairperson position is separate from our CEO. |

  100. Director Compensation Table for Fiscal 2025

    | • | Our Board is committed to diversity, and 33% of our director nominees represent women or people from racially and ethnically diverse backgrounds. |

  101. Director Compensation Table for Fiscal 2025

    | • | We conduct annual Board and committee evaluations. |

  102. Director Compensation Table for Fiscal 2025

    | • | We intend that no director serve more than 15 years on our Board, and no committee chairperson serve more than five years as a chairperson of that committee. |

  103. Director Compensation Table for Fiscal 2025

    | • | Director nominees’ average tenure is 5.3 years. |

  104. Director Compensation Table for Fiscal 2025

    | • | Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors. |

  105. Director Compensation Table for Fiscal 2025

    | • | We have instituted limits on the number of directorships held by our directors to prevent “overboarding.” |

  106. Director Compensation Table for Fiscal 2025

    | • | We provide robust director orientation and continuing education programs. |

  107. Director Compensation Table for Fiscal 2025

    | • | The Board is committed to refreshment, and five new directors have been added to our Board since 2020. |

  108. Director Compensation Table for Fiscal 2025

    | • | The Board regularly rotates committee members. |

  109. Director Compensation Table for Fiscal 2025

    | • | Our Code of Business Conduct and Ethics applies to members of the Board. |

  110. Director Compensation Table for Fiscal 2025

    Robust Stock Ownership and Retention Requirements

  111. Director Compensation Table for Fiscal 2025

    | • | CEO: 6X base salary. |

  112. Director Compensation Table for Fiscal 2025

    | • | Non-CEO executive officers: 3X base salary. |

  113. Director Compensation Table for Fiscal 2025

    | • | Non-employee directors: 5X annual cash retainer for Board service. |

  114. Director Compensation Table for Fiscal 2025

    See “Executive Compensation—Compensation Discussion and Analysis—Other Matters—Stock Ownership Policy” for more details. Director Independence and Independence Determinations Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that, in addition to not having a disqualifying relationship, as set forth in the NYSE rules, he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries which, in the opinion of the Board would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material and whether such relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

  115. Director Compensation Table for Fiscal 2025

    | 20 | |

  116. Director Compensation Table for Fiscal 2025

    The Nominating and Corporate Governance Committee undertook reviews of director independence and made recommendations to our Board as to those directors meeting the requisite NYSE independence standards applicable to serve on the Board and any heightened standards to serve on a committee of the Board. In making its independence determinations, the Board considered and reviewed all information known to it, including information identified through directors’ questionnaires. As a result of these reviews, the Board has affirmatively determined that each of Michael D. Fascitelli, Jana Cohen Barbe, H. Wyman Howard III, Jeffrey E. Kelter, Kellyn Smith Kenny, Joseph D. Margolis, Frances Aldrich Sevilla-Sacasa, and Keith D. Taylor is independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines. In addition, the Board previously determined that John B. Rhea, who is not being nominated for re-election at the Annual Meeting, was independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines. At the committee level, the Board has affirmatively determined that each of the current members of the Audit Committee (Jana Cohen Barbe, H. Wyman Howard III, Kellyn Smith Kenny, Frances Aldrich Sevilla-Sacasa, and Keith D. Taylor) is “independent” for purposes of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that each of the current members of the Compensation and Management Development Committee (Kellyn Smith Kenny, Joseph D. Margolis, John B. Rhea, and Keith D. Taylor) is “independent” for purposes of Section 10C(b) of the Exchange Act. The Board has also affirmatively determined that Michael D. Fascitelli, whom the Board expects to appoint to the Compensation and Management Development Committee following the Annual Meeting, if elected, is “independent” for purposes of Section 10C(b) of the Exchange Act. Board Structure Our Articles of Incorporation and our Bylaws provide that our Board will consist of such number of directors as may from time to time be fixed by the Board, but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one. Our Corporate Governance Guidelines provide the Board with the flexibility to determine the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders. Our Board is led by our Chairperson, and the Chairperson position is separate from our CEO position. We believe that the separation of the Chairperson and CEO positions is appropriate corporate governance for us at this time. Accordingly, Mr. Fascitelli serves as the Board Chairperson, while Mr. Tanner serves as our President and CEO. Our Board believes that this structure best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, our Chairperson’s attention to Board and committee matters allows the CEO to focus on the day-to-day management of the business and on executing our strategic priorities. Furthermore, our Corporate Governance Guidelines provide that whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an “independent director,” the independent directors may elect from among themselves a Lead Director of the Board, with a term of service and such responsibilities as the Board may designate from time to time. In addition, independent directors currently chair each of the Board’s four standing committees: the Audit Committee, chaired by Frances Aldrich Sevilla-Sacasa; the Compensation and Management Development Committee, chaired by Keith D. Taylor; the Nominating and Corporate Governance Committee, chaired by Jana Cohen Barbe; and the Investment and Finance Committee, chaired by Jeffrey E. Kelter. In their capacities as independent committee chairs, Ms. Aldrich Sevilla-Sacasa, Ms. Barbe, Mr. Taylor, and Mr. Kelter each have responsibilities that contribute to the Board’s independent oversight of management.

  117. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 21 |

  118. Director Compensation Table for Fiscal 2025

    Committees of the Board of Directors; Meetings of the Board of Directors and its Committees Our Board has established an Audit Committee, a Compensation and Management Development Committee, a Nominating and Corporate Governance Committee, and an Investment and Finance Committee. The following table provides the current membership of each of the standing Board committees.

  119. Director Compensation Table for Fiscal 2025

    | Director | Audit Committee | Compensation and Management Development Committee | Nominating and Corporate Governance Committee | Investment and Finance Committee | | Michael D. Fascitelli(1) | | | | | | Dallas B. Tanner | | | | Member | | Jana Cohen Barbe | Member | | Chairperson | | | H. Wyman Howard III | Member | | Member | | | Jeffrey E. Kelter | | | Member | Chairperson | | Kellyn Smith Kenny | Member | Member | | | | Joseph D. Margolis | | Member | | Member | | John B. Rhea(2) | | Member | | Member | | Frances Aldrich Sevilla-Sacasa | Chairperson | | Member | | | Keith D. Taylor | Member | Chairperson | | |

  120. Director Compensation Table for Fiscal 2025

    | (1) Chairperson of the Board. |

  121. Director Compensation Table for Fiscal 2025

    | (2) Mr. Rhea has not been nominated to stand for reelection at the Annual Meeting. |

  122. Director Compensation Table for Fiscal 2025

    During the year ended December 31, 2025, the Board held five meetings, the Audit Committee held five meetings, the Compensation and Management Development Committee held four meetings, the Nominating and Corporate Governance Committee held two meetings, and the Investment and Finance Committee held seven meetings. In 2025, each director attended at least 75% of the meetings of the Board and of the committees on which he or she served as a member during the time in which he or she served as a member of the Board or such committees. All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members, and our annual meeting of stockholders. Consistent with this expectation, all of our directors attended the 2025 annual meeting of stockholders.

  123. Director Compensation Table for Fiscal 2025

    | 22 | |

  124. Director Compensation Table for Fiscal 2025

    Audit Committee

  125. Director Compensation Table for Fiscal 2025

    | Chair: Ms. Aldrich Sevilla-Sacasa Members: Ms. Barbe Mr. Howard Ms. Kenny Mr. Taylor Highlights: • All members are “independent” in accordance with our Audit Committee charter and the applicable NYSE and Exchange Act rules • All members are financially literate within the meaning of the NYSE rules • Ms. Aldrich Sevilla-Sacasa, and Mr. Taylor qualify as “audit committee financial experts” as defined by applicable SEC rules • Governed by a Board-approved charter | Primary Responsibilities: • Assisting the Board with its oversight of our accounting and financial reporting process and financial statement audits; • Assisting the Board with its oversight of our control environment, including disclosure controls procedures and our internal control over financial reporting; • Engaging the independent registered public accounting firm and assessing its qualifications and independence; • Overseeing the performance of our internal audit function and independent registered public accounting firm; • Assisting with our compliance with legal and regulatory requirements in connection with the foregoing responsibilities; • Overseeing our Code of Business Conduct and Ethics and the system to monitor and enforce compliance therewith, and the receipt, retention, and treatment of complaints we receive under the Company’s whistleblower policy; • Reviewing related person transactions as required under our Policy Regarding Transactions with Related Persons; and • Overseeing our enterprise risk management program, covering exposure to risks facing the Company, including, but not limited to, financial, tax, legal, and enterprise risks, and information security risks, including cybersecurity, data privacy, business continuity, and disaster recovery. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm. See “Proposal 2—Pre-Approval Policy for Services of Independent Registered Public Accounting Firm.” The Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by the Company regarding its accounting, internal controls, and auditing matters. The Audit Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Audit Committee Charter.” |

  126. Director Compensation Table for Fiscal 2025

    Report of the Audit Committee The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters—Committees of the Board of Directors; Meetings of the Board of Directors and its Committees—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, the application of accounting and financial reporting principles, and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the U.S. In the performance of its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence. Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC.

  127. Director Compensation Table for Fiscal 2025

    | Submitted by the Audit Committee of the Board of Directors: Frances Aldrich Sevilla-Sacasa, Chairperson; Jana Cohen Barbe; H. Wyman Howard III; Kellyn Smith Kenny; Keith D. Taylor |

  128. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 23 |

  129. Director Compensation Table for Fiscal 2025

    Compensation and Management Development Committee

  130. Director Compensation Table for Fiscal 2025

    | Chair: Mr. Taylor Members: Ms. Kenny Mr. Margolis Mr. Rhea Highlights: • All members are “independent” in accordance with our Compensation and Management Development Committee charter and the applicable NYSE and Exchange Act rules • Governed by a Board-approved charter | Primary Responsibilities: • Establishing and reviewing the Company’s overall compensation philosophy; • Overseeing the goals, objectives, and compensation of our CEO, including evaluating the performance of the CEO in light of those goals; • Reviewing and determining the salaries, performance-based incentives, and other matters related to the compensation of our other executive officers; • Reviewing and approving any compensation “clawback” policy, and monitoring compliance therewith; • Making recommendations to the Board regarding director compensation; • Approving our incentive and equity compensation plans and setting the terms of and making awards thereunder; • Assisting the Board in review and consideration of succession plans for our officers, and establishing and evaluating plans and programs for management development; • Assisting with our compliance with the compensation rules, regulations, and guidelines promulgated by the NYSE, the SEC, and other laws, as applicable; • Considering whether risks arising from the Company’s compensation policies and practices are reasonably likely to have a material adverse effect on the Company; and • Reviewing the Company’s stock ownership guidelines, as well as individual compliance. For a description of our process for determining compensation, including the role of the Compensation and Management Development Committee’s independent compensation consultant, see “Executive Compensation—Compensation Discussion and Analysis.” The Compensation and Management Development Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Compensation and Management Development Committee Charter.” |

  131. Director Compensation Table for Fiscal 2025

    Compensation Committee Interlocks and Insider Participation During 2025, our Compensation and Management Development Committee was composed of Mr. Taylor, Ms. Kenny, Mr. Margolis, and Mr. Rhea. During 2025 and as of the date of this Proxy Statement, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation and Management Development Committee or the Board. Compensation and Management Development Committee Report The Compensation and Management Development Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation and Management Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC.

  132. Director Compensation Table for Fiscal 2025

    | Submitted by the Compensation and Management Development Committee of the Board of Directors: Keith D. Taylor, Chairperson; Kellyn Smith Kenny; Joseph D. Margolis; John B. Rhea |

  133. Director Compensation Table for Fiscal 2025

    | 24 | |

  134. Director Compensation Table for Fiscal 2025

    Nominating and Corporate Governance Committee

  135. Director Compensation Table for Fiscal 2025

    | Chair: Ms. Barbe Members: Mr. Howard Mr. Kelter Ms. Aldrich Sevilla-Sacasa Highlights: • All members are “independent” in accordance with our Nominating and Corporate Governance Committee charter and the applicable NYSE rules • Governed by a Board-approved charter | Primary Responsibilities: • Developing a set of governance principles applicable to the Company and overseeing the Company’s governance policies; • Leading the Board’s ongoing oversight of succession planning for the CEO; • Overseeing Board and committee refreshment and succession planning; • Identifying, reviewing, assessing, and making recommendations to the Board as to candidates to serve on the Board and its committees; • Considering matters related to director independence and conflicts of interest; • Reviewing compliance with the requirements of the Corporate Governance Guidelines relating to service on other boards or audit committees of publicly-traded companies; • Recommending those to serve as committee Chairpersons; • Overseeing the annual evaluation of the Board and management; and • Providing oversight with respect to the Company’s sustainability strategy, initiatives, policies, and related risks. The Nominating and Corporate Governance Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Nominating and Corporate Governance Committee Charter.” |

  136. Director Compensation Table for Fiscal 2025

    Investment and Finance Committee

  137. Director Compensation Table for Fiscal 2025

    | Chair: Mr. Kelter Members: Mr. Margolis Mr. Rhea Mr. Tanner Highlights: • Governed by a Board-approved charter | Primary Responsibilities: • Overseeing matters related to the Company’s investments in real estate and other assets proposed by management; • Overseeing the performance of the Company’s assets; • Reviewing the financial and operational performance of investments and joint ventures and the professional property and asset management services we offer to owners of single-family home portfolios; • Reviewing the Company’s investment and disposition policies, procedures, strategies and programs; and • Reviewing the Company’s capital raising and other financing activities. The Investment and Finance Committee charter is available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents”—“Investment and Finance Committee Charter.” |

  138. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 25 |

  139. Director Compensation Table for Fiscal 2025

    2026 Committee Composition The Board, upon recommendation from the Nominating and Corporate Governance Committee, reviews and determines the composition of the committees. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits gained from fresh perspectives and enhancing our directors’ understanding of different aspects of our business. As part of our ongoing commitment to proactive Committee refreshment, following the Annual Meeting, the Board will vote to elect the following members and Chairpersons to the standing committees (assuming all director nominees are elected).

  140. Director Compensation Table for Fiscal 2025

    | Director | Audit Committee | Compensation and Management Development Committee | Nominating and Corporate Governance Committee | Investment and Finance Committee | | Michael D. Fascitelli(1) | | Member | | | | Dallas B. Tanner | | | | Member | | Jana Cohen Barbe | Member | | Chairperson | | | H. Wyman Howard III | | | Member | Member | | Jeffrey E. Kelter | | | Member | Chairperson | | Kellyn Smith Kenny | Member | Member | | | | Joseph D. Margolis | | Member | | Member | | Frances Aldrich Sevilla-Sacasa | Chairperson | | Member | | | Keith D. Taylor | Member | Chairperson | | |

  141. Director Compensation Table for Fiscal 2025

    | (1) Chairperson of the Board. |

  142. Director Compensation Table for Fiscal 2025

    | 26 | |

  143. Director Compensation Table for Fiscal 2025

    Board and Committee Evaluations Our Board recognizes that a robust and constructive Board and committee evaluation process is an essential component of board effectiveness. As such, our Board and each of our committees conduct an annual evaluation, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director serves. The Nominating and Corporate Governance Committee, in conjunction with the Board Chairperson, oversees the evaluation process.

  144. Director Compensation Table for Fiscal 2025

    | Review of Evaluation Process | Advanced Questionnaire | Evaluation Results | | The Nominating and Corporate Governance Committee reviews evaluation process annually. | Covers: • Efficiency and effectiveness; • Composition; • Quality of discussions; • Quality of information and materials provided; • Processes; and • Culture. | Evaluation results and recommendations are discussed with the Board, committees, and individual directors. |

  145. Director Compensation Table for Fiscal 2025

    | | Feedback Incorporated Over the past few years, the evaluation process has led to a broader scope of topics covered in the Board meetings, improvements in Board processes, and changes to Board and committee composition and structure. This year’s evaluation identified areas for continued focus, including: • Business risks and strategic positioning, including macroeconomic conditions, and the regulatory landscape; • AI governance, including oversight of AI strategy, and risk management; • Cybersecurity and data privacy, with emphasis on information security programs and incident response preparedness; • Board succession planning and skills of director candidates; • CEO succession planning; and • Board education, with particular focus on emerging technologies, regulatory developments, and evolving governance best practices. |

  146. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 27 |

  147. Director Compensation Table for Fiscal 2025

    Limitation on Other Board and Audit Committee Service Through the Nominating and Corporate Governance Committee, our Board periodically reviews our Corporate Governance Guidelines which include limitations on directors’ ability to serve on the boards of other publicly-traded companies. In order to inform these limitations, the Nominating and Corporate Governance Committee considers many factors, including:

  148. Director Compensation Table for Fiscal 2025

    | • | Time commitment required by our Company in conjunction with Board and committee meeting attendance; |

  149. Director Compensation Table for Fiscal 2025

    | • | The scope of responsibilities of individual committees; |

  150. Director Compensation Table for Fiscal 2025

    | • | Peer review feedback from directors throughout the year and the results of the annual Board and committee evaluations; |

  151. Director Compensation Table for Fiscal 2025

    | • | Whether the director is currently employed or retired from full-time employment; |

  152. Director Compensation Table for Fiscal 2025

    | • | The number of other boards of which the director is a member and the role of the directors on these boards with consideration given to public company board leadership positions; |

  153. Director Compensation Table for Fiscal 2025

    | • | Input from our stockholders during engagement; and |

  154. Director Compensation Table for Fiscal 2025

    | • | The corporate governance guidelines adopted by our peers and other significant public companies. |

  155. Director Compensation Table for Fiscal 2025

    Our Corporate Governance Guidelines establish the following limits on our directors serving on publicly-traded company boards and audit committees:

  156. Director Compensation Table for Fiscal 2025

    | Director Category | Limit on Public Company Board and Committee Service, Including Invitation Homes | | All Directors | 4 boards | | Directors who are chief executives of a publicly-traded company | 2 boards | | Directors who serve on our Audit Committee | 3 audit committees |

  157. Director Compensation Table for Fiscal 2025

    The Corporate Governance Guidelines provide that prior to accepting an invitation to serve on another board (publicly-traded or private company’s), a director should advise the Chair of the Nominating and Corporate Governance Committee of the invitation so that the Board, through the Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s Board. When reviewing such a request, the Committee may consider a number of factors, including the director’s other time commitments, record of attendance at Board and committee meetings, potential conflicts of interest, and other legal considerations. It is also expected that, without specific approval from our Board or the Nominating and Corporate Governance Committee, no executive officer of the Company will serve on more than one outside publicly-traded company board and no more than two outside boards in total (excluding advisory and nonprofit boards). Executive Sessions The non-employee, independent members of our Board and all committees of the Board generally meet in executive sessions without management present during their regular Board and committee meetings. Michael D. Fascitelli, our independent Board Chairperson, presides over executive sessions of the Board, and the committee Chairpersons, each of whom is independent, preside over executive sessions of the committees. Management Development and Succession Planning Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for the CEO and other members of senior management. Succession planning for the CEO is led by the Nominating and Corporate Governance Committee in collaboration with the Compensation and Management Development Committee. These committees regularly meet with our President and CEO, Executive Vice President and Chief Human Resources Officer, and other executives to discuss CEO succession, including the identification and evaluation of potential internal and external candidates, management development planning, and potential vacancies in senior leadership. These committees report to the full Board on succession planning and management development at least annually.

  158. Director Compensation Table for Fiscal 2025

    | 28 | |

  159. Director Compensation Table for Fiscal 2025

    Corporate Governance Guidelines We are committed to exercising strong corporate governance practices. Good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability, and improves our standing as a trusted member of the communities we serve. Our governance structure and processes are guided by key governance documents, including our Corporate Governance Guidelines and committee charters, which govern the operation of the Board and its committees in the execution of their responsibilities. Our Corporate Governance Guidelines are reviewed periodically by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, changing regulatory requirements and issues raised by our stockholders, revised accordingly upon recommendation to and approval by our Board. Our Corporate Governance Guidelines, committee charters, and other corporate governance information are available on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents.” Any stockholder may also request them in print, without charge, by contacting the Corporate Secretary of Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240. Code of Business Conduct and Ethics Our Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers, and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. Our Code of Conduct is posted on our investor website at: www.invh.com under “Corporate Overview”—“Governance Documents.” Our Code of Conduct sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance with laws, use of our assets, gifts and entertainment, fraud, outside activities, political contributions, bribery, corruption, and business conduct and fair dealing, and provides mechanisms to report unethical conduct. Our Code of Conduct contains our “code of ethics,” as defined by Item 406 of Regulation S-K of the Exchange Act promulgated by the SEC. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8-K and within the time period required under applicable rules and regulations. Insider Trading Policy We have adopted Policies and Procedures for Trading in Securities of Invitation Homes Inc. (the “Insider Trading Policy”) that governs transactions in our securities by our directors, officers and associates, and other individuals who gain access to insider information about our Company, including agents and consultants, as well as by the Company itself. The Insider Trading Policy has been reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the NYSE listing standards. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, which is filed as Exhibit 19.1 to our 2025 Form 10-K. Communications with the Board As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the Chairperson of the Board, the chairperson of any of the Audit, Compensation and Management Development, or Nominating and Corporate Governance Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to Office of the Chief Legal Officer of the Company, at Invitation Homes Inc., 5420 LBJ Freeway, Suite 600, Dallas, Texas 75240, who will forward such communications to the appropriate party. Such communications may be done confidentially or anonymously.

  160. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 29 |

  161. Director Compensation Table for Fiscal 2025

    Stockholder Engagement Process Our Board and management team greatly value the perspectives and feedback of our stockholders as integral to our corporate governance practices. Throughout the year, we maintain proactive, ongoing engagement with our stockholders on topics including corporate governance, sustainability and environmental matters, human capital management, and executive compensation. These engagement efforts complement the regular dialogue among our stockholders and our Chief Executive Officer, Chief Financial Officer, and Investor Relations team regarding the Company’s financial performance, business strategy, and operational priorities. Our stockholder engagement program is led by members of our Investor Relations, Legal, and Corporate Secretary teams, with participation from our executive officers and, as appropriate, independent directors. This approach ensures that stockholder perspectives are heard directly by those responsible for governance and compensation decisions. In 2025, as part of our regular annual outreach following the annual meeting, we proactively reached out to our top 24 stockholders representing in aggregate approximately 75% of our outstanding common stock. Several of these stockholders requested to meet with us to discuss the topics described below. Topics Covered During Engagement

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    | • | Board composition, refreshment, and director skills and qualifications; |

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    | • | Regulatory matters; |

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    | • | Sustainability strategy, climate-related goals and progress, and environmental initiatives; |

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    | • | Board oversight of enterprise risk, including cybersecurity, AI, and reputational risk; and |

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    | • | Executive compensation program design, philosophy, and alignment with performance. |

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    A summary of the feedback received during our engagement efforts was presented to the full Board and to the applicable committees. Based on this feedback, we have made enhancements to certain of our disclosures in this proxy statement to improve transparency and responsiveness to stockholder interests. We remain committed to meaningful, ongoing dialogue with our stockholders and will continue to proactively engage with our investors on matters important to them. We welcome feedback from our stockholders at any time and encourage stockholders to contact our Investor Relations team with questions or comments.

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    Oversight of Risk Management We face various forms of risk in our business ranging from risks inherent to the single-family rental industry and our business model, such as competition in identifying and acquiring properties, competition in the leasing market for quality residents, increasing property taxes, homeowners’ association fees, and insurance costs, poor resident selection and defaults and non-renewals by our residents, among others, to macroeconomic factors beyond our control, including risks related to the potential negative impact of fluctuating global and U.S. economic conditions, uncertainty in financial markets, geopolitical tensions, federal executive actions and potential federal and state legislation aimed at limiting institutional ownership and acquisition of single-family homes, natural disasters, climate change, public health crises, and the development and use of AI. For additional information about the risks to our business and results of operations, see Part I. Item I. “Business—Risk Management” and Item 1A. “Risk Factors” in our 2025 Form 10-K. Our Board and management recognize the importance of effective risk oversight in running a successful business and our risk management program involves our entire corporate governance framework. Both our Board and management have key responsibilities in managing risk throughout the Company. Our Board provides overall short, intermediate, and long term risk oversight, both directly and through its committees, with management responsible for the day-to-day management of risk, including identifying and assessing the major risks our Company faces, developing the policies and procedures for monitoring and controlling such risks, implementation of appropriate risk management strategies, and integration of risk management into our decision-making process. Our Board is responsible for promoting an appropriate culture of risk management within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile and monitoring how the Company addresses specific risks, such as strategic and competitive risks, financial risks, reputation risks, cybersecurity and technology risks, AI risks, sustainability risks, legal and compliance risks, regulatory risks, and operational risks. The Board is supported in its risk oversight function by its Audit Committee (the committee responsible for overseeing our enterprise risk management activities), Compensation and Management Development Committee, Nominating and Corporate Governance Committee, and Investment and Finance Committee. Each of these committees regularly meets with and reports to the Board. Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing specific risk topics. The appropriate committees meet with management to discuss our risks and exposures. Members of the Audit Committee regularly, but not less frequently than semiannually, meet with members of senior management and other key associates who advise the directors on areas of enterprise risk, our top enterprise risks, and the steps management has taken or will take to mitigate these risks. In addition, performing an annual enterprise risk evaluation by management and internal auditors ensures that we are cognizant of risks and proactively mitigate such risks. Our Board helps determine if any additional policies need to be enacted or if any further actions need to be taken to minimize potential risks. Our Senior Vice President, Head of Technology provides regular updates to the Board on technology and cybersecurity and AI matters. Our Executive Vice President, Chief Legal Officer updates the Board regularly on material legal and regulatory matters. Written reports also are provided to, and discussed by, the Board regularly regarding recent business, legal, regulatory, competitive, and other developments impacting the Company. We believe that the systems and processes developed by our experienced executive team, with the strategic counsel and stewardship of our Board, allow us to effectively monitor, manage, and ultimately mitigate enterprise risks. Risk Management and Sustainability Our Board, through its Nominating and Corporate Governance and Audit Committees, is responsible for oversight of our sustainability strategy, initiatives, policies, and risk management, including risks related to environmental issues, climate change, and social issues. The impacts of global climate change may range from more frequent extreme weather events to governmental policy developments and shifts in consumer preferences, any of which could disrupt our business and negatively affect our suppliers, contractors, and residents. Climate-related risk areas for our Company include various physical and adaptation/transition risks associated with climate change, as well as related regulatory requirements and investor expectations.

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    | 2026 Proxy Statement | 31 |

  171. Director Compensation Table for Fiscal 2025

    To the extent that significant climate changes occur in areas where our properties are located, we may experience extreme weather and/or changes in precipitation and temperature, which may result in physical damage to, or decreased demand for, properties in affected areas. We actively consider physical risks, including natural disasters such as hurricanes, floods, droughts, and wildfires in evaluating our portfolio of homes and business processes. We take a proactive approach to protecting our properties against risks related to climate change and business interruptions, and we recognize that we must continue to adapt our policies, objectives, and processes to prepare for such events and improve the resiliency of our properties and our business. Our risk management team, in collaboration with other departments, monitors potential climate-related risks on an ongoing basis as part of disaster preparedness and business continuity planning. We assess the likelihood and potential severity of extreme weather events across our markets and evaluate operational vulnerabilities. Climate risk considerations help inform our acquisition and disposition decisions, where applicable. We also monitor transition risks, including regulatory and reputational risks. We are subject to evolving laws and regulations relating to climate change, including regulations aimed at increased reporting and governance requirements and limits on greenhouse gas emissions. Our legal and sustainability teams monitor climate-related regulatory developments at the federal, state, and local levels. Our Board is focused on our long-term business strategy, and the process to identify, manage, and integrate sustainability risks, including climate-related risks, is part of our comprehensive enterprise risk management program. Our sustainability task force, composed of senior leaders from key departments, meets at least quarterly to review sustainability and climate-related risks and opportunities, assess progress on key initiatives, and evaluate emerging trends. Material risks are escalated to senior leadership through established governance channels. Our in-house sustainability professionals and other members of senior management regularly report to the Audit Committee, Nominating and Corporate Governance Committee, and the Board on sustainability risk areas and initiatives to manage and mitigate these risks. Through this proactive approach, we aim to effectively manage sustainability risks, supporting our commitment to transparency, resilience, and long-term value creation. See “Sustainability and Corporate Responsibility” below for more information about our sustainability initiatives. Risk Management and Information Technology and Cybersecurity Our operations are highly dependent upon information systems that support our business processes. In the ordinary course of our business, we collect and store certain confidential information such as personal information of our residents and associates and information about our business partners, contractors, vendors, and suppliers. Cyber intrusions could seriously compromise our networks and the information stored therein could be accessed, publicly disclosed, misused, lost, or stolen. As such, information technology and data security, particularly cybersecurity, are areas of focus for our Board and the Audit Committee. We employ a multi-layered security model that leverages risk-based controls with a focus on protecting our residents’ and associates’ data. We follow a cloud-first approach to enable efficient scaling, robust business continuity, and access to the latest technology innovations. Our cybersecurity risk management program aims to protect and preserve the confidentiality, integrity, and continued availability of our residents’ and associates’ data and includes controls and procedures for the identification, containment, and remediation of cyber threats. We have also adopted a robust cybersecurity risk governance model, including the formation of the Cybersecurity Governance Committee, composed of key leaders from stakeholder groups throughout the Company and chaired by our Senior Vice President, Chief Information Security Officer. We maintain a robust information security training program that includes annual information security training for all associates, as well as additional role-specific information security training. Our cybersecurity preparedness activities include simulations, tabletop exercises, and response readiness tests to ensure our team is prepared to respond effectively to potential incidents. Our Board has an advanced understanding of its role and that of management in cyber-risk oversight and is well-positioned to guide management in the development and implementation of an effective cybersecurity risk program. The Board delegates oversight and control of our cybersecurity program to the Audit Committee, which is responsible for ensuring that management has risk-based processes in place designed to assess, identify, and manage major technology and information security risk exposures, including cybersecurity risks to which our Company is exposed.

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    Two members of our Audit Committee hold cybersecurity certifications: Ms. Barbe holds a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. Mr. Howard brings extensive practical experience in, and domain expertise related to, cybersecurity, shaped by his prior service with the SEAL Teams and Joint Special Operations of the U.S. Navy. The Audit Committee receives regular, at least annual reports from our Senior Vice President, Head of Technology on the state of our Company’s cybersecurity program, including relevant metrics and threat intelligence, as well as reports on internal and external assessments of our cybersecurity program. We expect that our cybersecurity risk management processes and strategy will continue to evolve as the cybersecurity threat landscape evolves. As a backstop to our strong information security programs, policies, and procedures, we purchase cyber liability insurance coverage that would defray the costs of an information security breach, if we were to experience one. For more information on our cybersecurity program, see Part I. Item 1C. “Cybersecurity” in our 2025 Form 10-K. Our Board and management recognize that AI presents both significant opportunities and risks to our business. AI technologies may enhance operational efficiency, improve customer service, and support strategic decision-making, but also introduce risks related to data privacy, cybersecurity vulnerabilities, regulatory compliance, algorithmic bias, and reputational harm. Our Board, through its Audit Committee, oversees management’s approach to the responsible development and use of AI technologies across our operations. Our executive leadership regularly reports to the Audit Committee on AI-related initiatives, including emerging AI-related risks. We expect AI risk management processes and strategy to continue to evolve as AI technologies and the related regulatory landscape evolve.

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    | 2026 Proxy Statement | 33 |

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    The table below illustrates the Board’s and management’s key responsibilities in managing and overseeing risk throughout the Company, and their shared role in this process. Risk Management Framework

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    | Board | | | | | • Oversees development of business strategy and major resource allocation, and overall oversight of business conduct. • Provides oversight of the risk management process, exercised through its standing committees. • On a semi-annual basis, management reports to the Board on top enterprise risks and the steps management has taken to mitigate these risks. | | • Our Senior Vice President, Head of Technology provides regular updates to the Board on technology, cybersecurity, and AI. • Our Executive Vice President, Chief Legal Officer updates the Board regularly on material legal and regulatory matters. • Management also provides regular reports for Board discussion regarding recent business, legal, regulatory, competitive, and other developments impacting the Company. | | | | | | | | Audit Committee Oversees risks related to our enterprise risk management framework and related to: • Financial statements, accounting and financial reporting, and internal controls; • Compliance with legal and regulatory requirements and ethics program; • Performance of internal audit function and effectiveness of internal controls; • Corporate risk profile; and • Technology, including information security, cybersecurity and AI. | Compensation and Management Development Committee Oversees risks related to human capital management and compensation, including: • Overall compensation policies, practices, and philosophy; • Incentive and equity- based compensation plans; • Regulatory compliance with respect to compensation matters; • Executive succession planning and management development; and • Workforce inclusion and opportunity. | Nominating and Corporate Committee Oversees risks related to our overall corporate governance, including: • Board effectiveness / evaluation of the Board; • Board and committee composition, skills, and tenure; • Director independence; • Board and CEO succession planning; • Regulatory compliance and corporate governance initiatives; and • Sustainability strategy, initiatives, policies, and related risks. | Investment and Finance Committee Oversees risks related to asset portfolio, potential acquisitions and divestitures and certain financial matters, including: • Investment and financing policies and practices; • Capital investments, equity and debt transactions, swaps and hedging transactions; and • Finance requirements, plans and strategies. | | | | | | | Management | | | | | • Identifies and assesses material risks. • Develops and implements appropriate risk management strategies. • Integrates risk management into our decision-making process. | | • Ensures that information with respect to material risks is transmitted to senior executives and the Board and its committees, as appropriate. | |

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    Sustainability and Corporate Responsibility As one of the nation’s premier home leasing and management companies, we have an opportunity to make a profound impact through sustainability and corporate responsibility initiatives as we seek to create an exceptional leasing experience for our residents, foster a workplace where our associates can thrive, and implement practices that build stronger, more sustainable neighborhoods—benefiting both our residents and the communities where we operate.

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    | | Integrated Leadership Approach |

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    We believe in the importance of strong layers of governance to promote proper guidance and oversight across our approach to sustainability and corporate responsibility matters. We are committed to incorporating sustainability and corporate responsibility considerations into our strategy, processes, and operations. We believe that integrating these initiatives into our strategic business objectives is part of our long-term success, and we continue to evolve our corporate strategy to meet sustainability and corporate responsibility commitments. To ensure consistent attention and focus on sustainability and corporate responsibility matters, we employ an integrated governance approach:

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    | Board | | At Invitation Homes, sustainability and corporate responsibility activities are managed at a functional level across our strategic and operational areas, with executive and Board oversight. Our Board plays a critical role in understanding how sustainability and corporate responsibility issues affect our business strategy and performance. | | | | Nominating and Corporate Governance Committee | | The Nominating and Corporate Governance Committee of the Board is responsible for monitoring, reviewing, and providing oversight with respect to our sustainability and corporate responsibility strategy, initiatives, and policies via periodic updates from management regarding our sustainability and corporate responsibility activities and progress. | | | | Executive Leadership | | Our executive leadership takes a hands-on role in creating strategy and in ensuring the Company is accurately following and reporting on activities and outcomes. | | |

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    | Sustainability Task Force | | | | Our in-house sustainability professionals and a cross-functional task force of associates are responsible for the day-to-day measurement and reporting of our sustainability and corporate responsibility strategy and activities. The task force consists of associates from these departments: | | | | • Communications & PR • Corporate Strategy • Energy • Finance | • Human Resources • Investor Relations • Legal • Investment Management Group | • Marketing • Operations • Procurement • Information Technology & Cybersecurity |

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    | | Environmental Stewardship |

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    We focus on environmental sustainability because we recognize that the operation of our assets, the way our associates manage and conduct our business, and the way our residents use their homes can have a meaningful

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  186. Director Compensation Table for Fiscal 2025

    impact on the environment. While each resident is solely responsible for utility expenses related to energy and water usage, we seek to address environmental impacts within our areas of control and encourage our residents to do the same in their homes. Examples of our environmental initiatives include the following: Energy Efficiency

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    | • | Using ENERGY STAR® certified appliances and energy-efficient materials when feasible; |

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    | • | Replacing HVAC units, where needed, with models that offer greater efficiency, based on governmental standards for equipment; |

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    | • | Equipping our homes with remote, programmable smart home technology to help residents run their heating and cooling more efficiently and to allow us to monitor and control home temperatures when a home is vacant; and |

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    | • | Providing an HVAC air filter home delivery program for our residents, where available, that may help prolong the life of our HVAC systems, reduce expenses associated with repairs, minimize downtime associated with system failure, potentially reduce our residents’ electricity bills, and provide better air quality in the home. |

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    Sustainable Practices

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    | • | Investing in the Fifth Wall Climate Technology Fund to support companies creating climate-friendly technologies for real estate; |

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    | • | Replacing deficient plumbing with low-flow plumbing fixtures, when feasible; |

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    | • | Installing water-saving landscape designs in some of our arid locations; |

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    | • | Optimizing routes for repair technicians to reduce drive times; and |

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    | • | Providing a “Sustainable Living” resource on our website and resident app with practical guidance to help residents live more sustainably in their homes. |

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    Waste Reduction and Recycling

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    | • | Diverting plastic bottles from landfills through use of recycled-content carpet materials; |

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    | • | Utilizing paperless, electronic work order processing; and |

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    | • | Stocking vehicles with tools and supplies to eliminate unnecessary travel. |

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    Renewable Energy and Sustainable Communities

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    | • | Deploying rooftop solar technology in our Cimarron Ridge build-to-rent community in Southern California and acquiring Bluebonnet community in Arlington, Texas with onsite solar technology. |

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    Many of these examples are further emphasized in the following programs and initiatives. Turns and Maintenance Renovations offer an opportunity to install energy-efficient lights, fixtures, and appliances in our existing portfolio. As an example, we install a variety of low-flow plumbing fixtures to save on water consumption, where feasible. We also use durable materials such as granite and quartz countertops and luxury vinyl plank flooring, which may reduce the need for future replacement and repair compared to other materials. The carpet products we use are manufactured using recycled plastic bottles as the primary material, diverting millions of plastic bottles from landfills each year. In addition, our mobile maintenance app allows our residents to make camera-enabled maintenance requests, allowing us to diagnose the problem before we arrive and reduce the number of return trips. ProCare ProCare service, our proactive property management service platform, includes several touchpoints (a few of which are described in more detail below) over the term of a resident’s lease designed to enhance their satisfaction with our service model, improve the efficiency of our service and our homes’ systems, and ensure that each resident is properly educated regarding the home and their responsibilities. Our ProCare service helps us identify home performance improvement opportunities that can prevent larger issues from occurring later. Through this program, we proactively engage with each home and each resident at multiple points throughout

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    the lease, ensuring that we can make any repairs and adjustments needed to maintain the home to our standards. We perform a comprehensive multi-point inspection of each home so it is in optimal condition for our residents when they move in. When a new resident moves into one of our homes, our associates conduct a resident orientation during which we revisit the terms of the lease, outline what aspects of the home’s upkeep are the resident’s responsibility, walk through all of the home’s major systems in order to familiarize the resident with their safe and proper operation (from how to change the air filters to how to adjust the thermostat for optimal use), and inform the resident that we will be conducting a post move-in maintenance visit. This is an opportunity to show residents how to run their systems as efficiently as possible. Once our residents are settled in, we conduct a post move-in maintenance visit approximately 45 days after move-in, during which our in-house property maintenance associates will address any non-emergency service needs the resident has noted. We believe this process has a number of benefits. First, by conducting an in-person move-in orientation, we are able to ensure that residents understand their obligations under the terms of their lease, as well as how to safely and properly operate the home’s systems, reducing both the likelihood of misaligned expectations and unnecessary wear and tear on the property. Second, by scheduling a post move-in maintenance visit, we are able to address multiple service requests in a single visit, improving the resident experience by avoiding the inconvenience of multiple service appointments and improving the efficiency and productivity of our in-house property maintenance associates. This also allows us an opportunity to fix any issues before they result in bigger problems. Finally, the post move-in maintenance visit allows us to have “eyes on the asset” to more quickly identify residents who may not be adhering to the terms of their lease or may be subjecting the home to undue wear and tear and/or damages as a result of their treatment of the property. We also conduct move-out consultations 15 to 30 days prior to scheduled resident move-outs and any additional pre-move-out consultations required by applicable law. These consultations allow us to notify residents of any repairs they may need to undertake prior to moving out of the property, such as removing scuff marks or landscaping maintenance. In addition, these visits allow our in-house property maintenance associates to begin preparing a scope of work and budget for the turnover work we undertake between residents to prepare our homes to be re-leased to a new resident. Regardless of the purpose or timing of the visit, our in-house property maintenance associates are required to conduct a general property condition assessment (“GPCA”) every time they visit one of our homes. The GPCA requires our in-house property maintenance associates to assess and document interior and exterior conditions and whether residents are adhering to the terms of their lease, as well as any potential safety hazards or potential causes of damage that could result in us incurring significant maintenance costs if left unaddressed. If a deficiency is identified by our in-house property maintenance associates, we endeavor to take prompt action to correct it. Smart Home Technology Our smart home technology is a service that helps our residents manage access to their homes and save on their energy bills. With our smart home features, residents can remotely lock and unlock the front door, control the thermostat, and receive notifications about their home – all virtually. Our smart home features also allow us to control thermostats in vacant homes, so we can maintain the temperature at a more energy-efficient setting and reduce energy consumption in between leases. Further, the smart home front door lock allows prospective residents to self-tour available homes at their convenience while eliminating the need for a leasing agent to commute to the home. Our long-term target is to have all of our homes equipped with smart home functionality. We are installing smart home technology in all newly acquired homes and on turns of existing homes if the technology is not already in place. Addressing Climate Change Potential consequences of global climate change may range from more frequent extreme weather events to governmental policy developments and shifts in consumer preferences, which have the potential individually or

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  207. Director Compensation Table for Fiscal 2025

    collectively to disrupt our business as well as negatively affect our suppliers, contractors, and residents. Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses. To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and/or changes in precipitation and temperature, all of which may result in physical damage to, or a decrease in demand for, properties located in these areas or affected by these conditions. We actively consider physical risks such as the potential for natural disasters, such as hurricanes, floods, droughts, and wildfires when assessing our portfolio of homes and our business processes. We take a proactive approach to protect our properties against potential risks related to climate change, and we recognize that we must continue to adapt our policies, objectives, and processes to prepare for such events and improve the resilience of our physical properties and our business. We incorporate climate risk considerations, where appropriate, into our acquisition, development, and disposition decisions. When evaluating properties for acquisition, we assess physical risks including flood, wildfire, and other natural hazard exposure, leveraging Federal Emergency Management Agency (“FEMA”) data, historical storm records, and local market knowledge. We typically seek to avoid acquiring properties in FEMA-designated flood zones and exclude designated wildfire zones from our growth strategy. Existing homes in flood zones are evaluated for potential disposition where risk-adjusted returns are not compelling. Our portfolio’s geographic diversification helps mitigate the financial impact of localized extreme weather events. In 2025, we commissioned a portfolio-level physical climate risk analysis from Moody’s Analytics covering our wholly owned and joint venture portfolio; overall portfolio risk was assessed as low. We intend to use this analysis to better understand exposure patterns and inform asset management and resilience planning. Our risk management team, in collaboration with other departments throughout the organization, is responsible for disaster preparedness and related business continuity planning and provides updates to our executive team on this matter on a regular basis. We appoint top executives as sponsors to promote the development and implementation of our business continuity plans. Our internal teams are responsible for executing disaster preparedness and response processes and procedures with respect to extreme weather events, public health crises, and security threats. Our processes and procedures for such events are reviewed on a regular basis with teams in each of our markets and corporate headquarters. In the event of losses related to acute weather events, we maintain insurance policies for all of our properties against natural hazards such as flood, wind, fire, earthquake, and other catastrophic weather events subject to deductibles and co-insurance. Furthermore, our internal risk management team works with multiple third-party vendors to enhance our ability to respond quickly and efficiently to various natural disasters and other weather events. These collaborative partnerships allow us to optimize how we respond to resident issues and result in quicker repairs so our residents may continue to safely inhabit their home after a disaster. Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on climate change issues, leading to policy changes and changes in federal, state, and local legislation, including complex, and sometimes inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability. We set consistent standards and procedures to promote compliance with climate-related laws and regulations to which we are subject. We strive to align our data collection, measurement, and reporting activities with industry-recognized standards and frameworks, including the Greenhouse Gas Emissions Protocol, the Global Reporting Initiative, and the Task Force on Climate-Related Financial Disclosures. In addition, we are an investor in Fifth Wall’s Climate Technology Fund. The Climate Technology Fund invests in technologies that address decarbonization across all stages of and asset classes within the global real estate ecosystem, including materials, construction, operations, and revitalization.

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    | | Social Responsibility |

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    We strive to provide a work environment that attracts, develops, and retains top talent by creating an engaging work experience with opportunities for development. Further, our engagement with residents, community members, vendors, and others helps build strong connections that benefit our communities.

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    Residents By offering quality homes in desirable neighborhoods, we believe we give residents the choice to lease a home in a community that may not be otherwise available to them. We strive to provide our residents with a worry-free leasing lifestyle through services that include an in-person home orientation at move-in, making their lives easier with our smart home technology and other value-add service offerings, caring for their home through our ProCare property management platform, and surveying residents to ask for feedback that can improve their experience. We have driven consistently high resident satisfaction by promoting a culture of Genuine CARE(TM), including through a formal recognition program and by linking a portion of all operational associates’ compensation to resident satisfaction. Many of our residents are first responders, healthcare workers, teachers, and other essential members of their communities, people who dedicate themselves to serving others every day. We are honored to serve them in return, and we work hard to ensure they come home to a place of comfort and security. We recognize that our residents represent a diverse population with varying housing needs, including individuals and families who may prefer the flexibility of leasing, those who are saving to purchase a home, and those who value the benefits of single-family living without the responsibilities of homeownership. We are committed to providing a professional, high-quality leasing experience that serves these varied needs while maintaining our homes as valuable housing stock within our communities. Maintaining consistent and transparent communication with our residents is a priority. We work hard to provide clarity and open communication across all aspects of leasing throughout a resident’s time with us, especially when it comes to financial obligations and fees. In the last few years, we have updated resources on our Company website, and home listings to promote transparency, including:

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    | • | Clear and prominent presentation of total monthly obligations and all fees, to build residents’ awareness of the charges they are responsible for when they lease a home; |

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    | • | A step-by-step guide to our application process, including detailed qualification requirements, for potential residents; and |

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    | • | A detailed move-out guide to inform residents of the steps to take when moving out of one of our homes, with the goal of maximizing the return of their security deposit. |

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    We also believe it is important to listen to our residents, and we take their feedback to heart in our quest to continuously enhance the Genuine CARE(TM) we provide. We survey residents at each key step in their journey with Invitation Homes, such as at move-in and move-out, and after every maintenance interaction they have with an Invitation Homes associate or vendor. We use this feedback and other information to hold ourselves accountable, with 100% of our operational associates having a portion of their compensation tied directly to resident satisfaction survey scores. We also use feedback from surveys and focus groups to help inform new service offerings and enhancements to the resident experience. In addition to our website and resident surveys, we engage with our residents through monthly resident newsletters, blog posts, and social media campaigns and contests. We have established a Resident Advisory Panel to foster open dialogue with and gain meaningful insights directly from our residents. The panel provides a structured, in-person forum for residents to share feedback, voice concerns, and offer suggestions, enabling us to better understand and respond to the needs of the communities we serve. We have entered into a partnership with Esusu, a financial technology platform designed to facilitate the reporting of positive rent payment behavior to all three credit reporting agencies. We believe our residents should receive credit for timely rent payments. At no cost to them, as of December 31, 2025, we have successfully enrolled 161,265 residents in the positive rent reporting program. Credit scores for a majority of our residents have improved on average by approximately 50 points since enrollment. Additionally, our residents benefit from convenient access to Esusu’s online portal where they can view their credit scores and trended score data, gaining valuable insights to enhance their financial awareness. Communities We value being part of the communities where we do business, and we recognize that the vitality of our business is directly linked to the vitality of the communities in which we operate. We also believe our business has a positive economic impact on those communities, through improved neighborhoods that benefit from our home renovations, the value of our local teams living in and contributing to the local economy, and the payment of real estate taxes and purchase of local goods and services.

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    | 2026 Proxy Statement | 39 |

  217. Director Compensation Table for Fiscal 2025

    We encourage our associates to be good neighbors in their respective communities by partnering with local organizations to provide support to those in need. We are actively engaged in a broad range of community and philanthropic activities in our markets, contributing funds nationwide and encouraging our associates to be active in their communities by providing each of them 20 hours of paid volunteer time each year. In 2025, associates volunteered 15,002 hours in their local communities. We support our communities in the following ways: Being a Good Neighbor We are a long-term investor in each of the markets where we operate. We hire locally, employing 1,725 dedicated full-time associates, as of December 31, 2025, and contracting with thousands of professional service vendors nationwide. We also take good care of our homes. In 2025, we spent approximately $538 million upgrading, improving, and maintaining our owned and managed homes, which we believe increases the value of surrounding houses and neighborhoods. In 2025, we paid approximately $503 million in state and local taxes; money that was invested back into local programs and services, schools, and more. Community Engagement We believe our Genuine CARE(TM) values should extend beyond the walls of our offices and drive our desire to be a good neighbor in each of our communities. While we serve under a company-wide mantra of “go do good,” much of our community engagement is locally driven. As such, we empower our associates to make an impact in the communities where they live and work through volunteerism and through recommendations for contributions to local charitable organizations. Skilled Trades Initiative Our Invitation to SkillUp program encourages students to pursue high-demand and well-paid jobs in the skilled trades and provides job-readiness training to help close the skills gap and broaden access to career opportunities in fields that directly impact our business. We have partnered with ten schools across our core markets, with plans to expand to 16 schools over the next several years. By providing funding to trade schools across our network, we can directly help people learn trade skills. At the same time, we seek to educate business partners and the general public about the skills gap and to shift perceptions about trade careers. Green Spaces Our Green Spaces community initiative is dedicated to the development and improvement of outdoor community spaces in our markets. In 2025, we provided a grant to install an outdoor health and wellness space for a women’s center in northern California. We will continue to pursue more partnerships that enhance outdoor community spaces and conservation efforts in the communities where we operate. Centers for Leadership Excellence Invitation Homes supports the Centers for Leadership Excellence, a program designed to connect students, universities, and hiring companies in order to create a replicable, scalable model that encourages students from varied backgrounds to pursue education and careers in real estate. Housing Supply and Availability We are committed to increasing the supply of quality housing in the markets where we operate. We believe that the U.S. faces a meaningful shortage of housing. Through our operations we seek to provide residents with access to high-quality single-family housing that might otherwise be unavailable to them. We believe our business model complements broader housing supply efforts by:

  218. Director Compensation Table for Fiscal 2025

    | • | Acquiring newly built homes from homebuilders, which helps fund additional construction projects, and providing capital for new home construction, including through our in-house development arm, and our construction lending channel; |

  219. Director Compensation Table for Fiscal 2025

    | • | Investing in our existing homes to improve and maintain housing stock, preventing deterioration of available housing supply; |

  220. Director Compensation Table for Fiscal 2025

    | 40 | |

  221. Director Compensation Table for Fiscal 2025

    | • | Offering housing optionality for residents who prefer the flexibility of leasing over homeownership or who are not yet ready to purchase a home; and |

  222. Director Compensation Table for Fiscal 2025

    | • | Contributing to neighborhood stability through professional property management that benefits surrounding properties and communities. |

  223. Director Compensation Table for Fiscal 2025

    Talent and Human Capital Management Our associates are the backbone of our company, and we understand that nothing is accomplished without the day-to-day dedication of our invaluable teams. Whether they are a front-line market associate who represents us each and every day with our residents or centralized team members who support the front line and strive to ensure the quality and consistency of our work, our associates are our greatest asset. From our focus on associates’ well-being, health, and safety to our reinforcement of a supportive and collaborative culture, we act with honesty, integrity, and respect. In response to stockholder feedback, we adopted a policy to disclose Equal Employment Opportunity (EEO–1) reports on our website to increase transparency on workforce representation throughout our Company. Our efforts aim to foster a workplace culture that values respect, opportunity, and belonging. We support equal access to opportunities through our hiring practices and are committed to fair practices that ensure a level playing field for all associates. The investment in our people is directly linked to our strategic business initiatives and measured by those outcomes. We expect this to position us as an employer of choice and one of the nation’s leading home leasing companies. Associate Development and Engagement We value feedback from our associates, and we maintain a continuous listening associate survey tool, Dot to Dot. We continue to achieve high participation by our associates, with 74% of our associates sharing feedback at least once in 2025. This tool provides managers with actionable feedback on several key engagement dimensions. We believe meaningful actions based on associate feedback provided by the surveys have resulted, and will continue to result, in ongoing high engagement with our associates as evidenced by our strong associate Net Promoter Score of 47 at the end of 2025, compared to a benchmark of 29. In 2025, we were recognized by Comparably for our company culture through several external awards, including Best Companies for Diversity and Best Companies for Women. We recognize the value of providing regular development opportunities for our associates that improve their capability to succeed in their current roles and achieve career growth to meet their aspirations. Growing People for Success is our fully integrated talent cycle that incorporates our performance and feedback process, career growth and development, and leadership behaviors model. We also conduct an annual mandatory compliance training campaign and offer a robust catalog of online learning and development videos designed to help associates build their skills. We are committed to accelerating the development of our leaders through various programs such as “Leadership Foundations,” “Leading through Change,” and our operations management training. These programs are designed to build capable and confident leaders that can lead and inspire in an ever-changing environment. In 2025, we facilitated the third cohort of “Peak,” an immersive six-month leadership development program for 22 high potential leaders. We also host “Spark,” the next level leadership program focused on emerging leaders, on a biennial basis. In addition, we offer our associates customized talent management solutions, including Stand Out assessments, leadership assimilations, team building activities, and more.

  224. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 41 |

  225. Director Compensation Table for Fiscal 2025

    Associate Compensation and Benefits; Workplace Safety We believe that competitive compensation and benefits are key drivers of associate attraction, retention, motivation, and engagement. Our compensation and benefits programs for full-time associates include the following:

  226. Director Compensation Table for Fiscal 2025

    | | | | | Well-Being | Financial | Life | | • Health, vision, and dental insurance • HSA and FSA offerings • Online well-being resources • Immunizations • Employee Assistance Program • Weight loss program • Smoking cessation program | • Competitive compensation • Short-term incentive plan (annual bonus) • Pre-tax contributions to eligible savings accounts • 401(k) match up to 4% of base pay, and immediate vesting • Paid short-term and long-term disability and life insurance | • Paid bonding leave • Maternity and fertility benefits • Surrogacy and adoption benefits • Discounts program • Generous paid time off and holidays • Paid volunteer time |

  227. Director Compensation Table for Fiscal 2025

    Compensation is one component of our Total Value offering for Invitation Homes associates, and we strive to compensate associates fairly and consistently based on market rates for their roles, experience, and performance. We monitor our pay equity practices on an ongoing basis and consider pay equity dynamics when promoting internally and hiring externally. Sustaining pay equity is a key focus for us now and in the future. Another component of our Total Value offering for associates is our holistic wellness program, which is designed to enhance mental, physical, and financial well-being. Health and safety programs and processes are also vitally important to the well-being of our associates, and we conduct monthly safety training for our maintenance associates and a regular driving safety training for our fleet drivers. We strive to drive continuous improvement in our health and safety performance by maintaining high standards for our health and safety compliance programs and reinforcing expectations with respect to safe behaviors and safety rules. We endeavor to ensure that our associates are well-informed about health and safety measures and are provided with the appropriate equipment and tools to protect themselves and those around them. We continually monitor the number of work-related injuries per 100 associates in a one-year period. New incidents are reported and evaluated for corrective action, and through continuous investment in health and safety, we strive to mitigate the risk of on-the-job injuries. Our goal is to reduce Occupational Safety and Health Administration recordable incidents each year.

  228. Director Compensation Table for Fiscal 2025

    | | Governance and Ethical Business Practices |

  229. Director Compensation Table for Fiscal 2025

    We strive every day to ensure that our actions result in value for the individuals and organizations that have chosen to invest in our Company, and we take that responsibility very seriously. We believe that ethical business practices and good governance promote the long-term interests of our stockholders, strengthen Board of Directors and management accountability, and improve our standing as a trusted member of the communities we serve. Culture of Integrity and Ethical Values We believe it is critically important to maintain a corporate culture that demands integrity and reflects ethical values. Everyone who works at or with Invitation Homes should feel confident about our high ethical standards, our honesty, and our integrity. Our Code of Conduct is applicable to all of our directors, officers, and associates, and helps guide us as we collaborate to accomplish our goals together, while holding ourselves individually responsible for our work and accountable for our actions.

  230. Director Compensation Table for Fiscal 2025

    | 42 | |

  231. Director Compensation Table for Fiscal 2025

    Guiding Policies We have adopted business and workplace policies that apply to our directors, officers, associates, and vendors, aimed at creating a culture that aligns with our core values and high ethical standards and complies with applicable laws, rules, and regulations. Among other things, these policies encompass areas of community and associate engagement, fair treatment, human rights, corporate governance and ethics, and environmental initiatives. These policies are posted on our website at www.invitationhomes.com under “About”—”Sustainability”—”Policies.” Our Code of Conduct is supported by associate conduct policies and programs and reinforced through regular associate training. Honesty and integrity are essential in our daily interactions with residents, fellow associates, vendors, suppliers, and other stakeholders. Our Code of Conduct articulates these key principles, and sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance with laws, use of our assets, gifts and entertainment, fraud, outside activities, political contributions, bribery, corruption, and business conduct and fair dealing, and provides mechanisms to report unethical conduct. Any associate who violates the requirements of the Code of Conduct, or any of our other policies, is subject to disciplinary action up to and including termination. See “The Board of Directors and Certain Governance Matters—Code of Business Conduct and Ethics” for more information about our Code of Conduct. Disclosure Committee We have a Disclosure Committee to assist in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our current and periodic filings with the SEC. This Committee is composed of members of senior management and is co-chaired by our Executive Vice President, Chief Financial Officer and Treasurer, and Senior Vice President, Chief Compliance Officer. Reporting Violations and Whistleblower Protection Our confidential compliance hotline is a critical part of our ethics and compliance program. The hotline is available 24 hours a day, 365 days a year and is operated by a third-party compliance management provider, enabling automated and anonymous reporting. We have established a whistleblower policy enabling associates to report concerns confidentially and anonymously. This policy includes comprehensive procedures for the receipt, retention, investigation, and treatment of reports. The reports are reviewed with our Audit Committee at meetings throughout the year. Our Code of Conduct provides that “neither our company, nor any director, officer, employee, contractor, subcontractor, or agent of the company will, directly or indirectly, discharge, demote, suspend, threaten, harass, or in any manner discriminate or retaliate against any person who, in good faith, makes a report or assists in investigating a report.” Vendor Practices We expect the same high standards of those who work with us and represent us, and our Vendor Code of Conduct is an extension of our values to our vendors and serves to highlight our commitment to fair and ethical business practices, safe labor conditions, the protection of human rights, sustainability, and regulatory compliance. Vendors of Invitation Homes and their representatives are expected to conduct their business interactions and activities with integrity and in accordance with their obligations under their agreements with us and to adhere to the business practices set forth in the Vendor Code of Conduct.

  232. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 43 |

  233. Director Compensation Table for Fiscal 2025

    Ratification of Independent Registered Public Accounting Firm

  234. Director Compensation Table for Fiscal 2025

    | | The Board of Directors unanimously recommends that you vote “FOR” the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. |

  235. Director Compensation Table for Fiscal 2025

    The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for 2026. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company. Representatives of Deloitte are expected to be present at the Annual Meeting. They will also have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions. Audit and Non-Audit Fees In connection with the audit of our 2025 consolidated financial statements, we entered into an agreement with Deloitte, which sets forth the terms by which Deloitte performed audit services for the Company. The following table presents fees for professional services rendered by Deloitte for the audit of our financial statements for 2025 and 2024, and for fees billed for other services rendered by Deloitte during those periods.

  236. Director Compensation Table for Fiscal 2025

    | ($ in thousands) | 2025 | 2024 | | Audit fees(1) | $1,980 | $1,925 | | Audit-related fees(2) | 511 | 614 | | Tax fees(3) | 244 | 220 | | Total | $2,735 | $2,759 |

  237. Director Compensation Table for Fiscal 2025

    | (1) Includes the aggregate audit fees recognized in each of the last two fiscal years for professional services rendered for the audits of the Company’s annual consolidated financial statements and the reviews of quarterly condensed consolidated financial statements. |

  238. Director Compensation Table for Fiscal 2025

    | (2) Includes audit-related fees recognized in each of the last two fiscal years for professional services rendered in connection with (1) the audits of joint ventures for which we are the managing member and (2) review of prospectus information filed with the SEC related to our debt offerings. |

  239. Director Compensation Table for Fiscal 2025

    | (3) Includes the aggregate tax fees recognized in each of the last two fiscal years for professional services rendered for tax compliance, tax advice, and tax planning. |

  240. Director Compensation Table for Fiscal 2025

    All of the services covered under the captions “Audit fees,” “Audit-related fees,” and “Tax fees” were pre-approved by the Audit Committee. We paid no fees to Deloitte in 2025 or 2024 other than the Audit fees, Audit-related fees, and Tax fees set forth in the table above. The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte’s independence and concluded that it was.

  241. Director Compensation Table for Fiscal 2025

    | 44 | |

  242. Director Compensation Table for Fiscal 2025

    PROPOSAL NO. 2: Ratification of Independent Registered Public Accounting Firm Pre-Approval Policy for Services of Independent Registered Public Accounting Firm Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for, and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to its approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and, except where services may be pre-approved under authority delegated by the Audit Committee, the Audit Committee pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement. The Audit Committee has delegated to its Chairperson the authority to review and pre-approve any such services between the Audit Committee’s regular meetings, and any such pre-approval will be subsequently considered and ratified by the Audit Committee at its next regularly scheduled meeting.

  243. Director Compensation Table for Fiscal 2025

    | 2026 Proxy Statement | 45 |

  244. Director Compensation Table for Fiscal 2025

    Executive Officers of the Company Set forth below is certain information regarding each of our current executive officers.

  245. Title: Executive Vice President, Chief Legal Officer and Secretary

    | Summary Compensation Table (SCT) | Actual Compensation (Earned/Tracking) | | Concept: | Concept: | | Follows the SEC’s disclosure framework, which combines compensation earned during the year (base salary and annual bonus) as well as certain future contingent pay opportunities (equity awards) | Reflects compensation ultimately earned or expected to be earned and attributes long-term incentive outcomes to the year in which the awards were granted, aligning compensation outcomes with the applicable grant-year performance period rather than the year in which awards vest or are realized | | Purpose: | Purpose: | | Provides standardized disclosure of executive compensation as required by SEC regulations | Offers additional transparency into the relationship between Company performance and the compensation ultimately earned | | How it is Calculated: | How it is Calculated: | | Base salary paid during the year | Base salary paid during the year | | + | + | | Annual cash incentive earned for the applicable year’s performance | Annual cash incentive earned for the applicable year’s performance | | + | + | | Grant date fair value of equity awards granted during the most recently completed fiscal year | Value as of December 31, 2025 of equity awards granted in each fiscal year, calculated based on the number of shares earned or expected to be earned (based on actual or estimated payout outcomes) multiplied by the Company’s stock price on December 31, 2025 | | + | + | | All other compensation | All other compensation |

  246. Title: Executive Vice President, Chief Legal Officer and Secretary

    | Name and Principal Position | Years | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Options Awards ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Dallas B. Tanner (Chief Executive Officer) | 2025 | $1,000,000 | - | $10,965,046 | - | $2,108,000 | $23,289 | $14,096,335 | | | 2024 | $1,000,000 | - | $8,025,030 | - | $1,930,000 | $10,231 | $10,965,261 | | | 2023 | $990,385 | - | $7,500,031 | - | $1,891,521 | $11,385 | $10,393,322 | | Jonathan S. Olsen (Executive Vice President and Chief Financial Officer) | 2025 | $590,385 | - | $2,300,055 | - | $907,826 | $14,000 | $3,812,266 | | | 2024 | $530,769 | - | $1,500,054 | - | $640,241 | $13,800 | $2,684,864 | | | 2023 | $400,019 | - | $1,200,045 | - | $447,645 | $13,200 | $2,060,909 | | Timothy J. Lobner (Executive Vice President and Chief Operating Officer) | 2025 | $490,385 | - | $4,066,707 | - | $701,250 | $10,615 | $5,268,957 | | | 2024 | - | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | - | | Scott G. Eisen (Executive Vice President and Chief Investment Officer) | 2025 | $700,000 | - | $3,380,043 | - | $1,106,700 | $14,500 | $5,201,243 | | | 2024 | $700,000 | - | $2,200,071 | - | $1,044,750 | $14,300 | $3,959,121 | | | 2023 | $280,000 | - | $2,000,031 | - | $1,050,000 | $15,888 | $3,345,919 | | Mark A. Solls (Executive Vice President and Chief Legal Officer) | 2025 | $525,000 | - | $1,645,090 | - | $691,688 | $14,000 | $2,875,778 | | | 2024 | $512,116 | - | $950,031 | - | $504,946 | $13,200 | $1,980,293 | | | 2023 | $500,000 | - | $1,852,203 | - | $364,462 | $12,200 | $2,728,865 | | Charles D. Young (Former President) | 2025 | $527,692 | - | $4,266,734 | - | - | $14,731 | $4,809,157 | | | 2024 | $700,000 | - | $3,000,039 | - | $1,013,250 | $14,800 | $4,728,089 | | | 2023 | $700,000 | - | $2,750,036 | - | $995,320 | $14,200 | $4,459,556 |

  247. Title: Executive Vice President, Chief Legal Officer and Secretary

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | Year | Summary Compensation Table Total ($) (1) | Compensation Actually Paid to CEO ($) (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (3)(4) | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | Net Income ($ in thousands) (7) | Adjusted Funds from Operations ($ in thousands) (8) | | 2025 | $14,096,335 | $(577,707) | $4,393,480 | $589,933 | $109.12 | $137.53 | $589,909 | $1,003,372 | | 2024 | $10,965,261 | $4,930,209 | $3,393,856 | $2,324,790 | $120.81 | $133.59 | $455,365 | $986,237 | | 2023 | $10,393,322 | $18,548,465 | $2,621,459 | $3,632,265 | $124.71 | $122.84 | $521,028 | $923,365 | | 2022 | $14,166,554 | $(3,988,645) | $4,760,868 | $(1,648,807) | $104.17 | $108.00 | $384,799 | $865,897 | | 2021 | $9,710,445 | $31,935,295 | $3,267,111 | $12,172,142 | $155.58 | $143.06 | $262,776 | $745,561 |

  248. Title: Executive Vice President, Chief Legal Officer and Secretary

    | (A) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year and as of each vesting date during the 2025, 2024, 2023, 2022, and 2021 fiscal years, respectively. Fair values as of each fiscal year end measurement date were determined using valuation assumptions and methodologies (including volatility and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant date in accordance with FASB ASC Topic 718. For awards with a market vesting condition (including the impact of the TSR Modifier), fair values incorporate the results of a Monte Carlo simulation model, using assumptions and methodologies that are consistent with those used at grant date. The fair values of performance-based awards reflect the probable outcome of the performance vesting conditions as of each measurement date. |

  249. Title: Executive Vice President, Chief Legal Officer and Secretary

    | • | the maximum number of shares granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during such fiscal year, may not exceed $1,500,000 in total value. |