DEF 14A of American Homes 4 Rent, Mar 27, 2026

DEF 14A of American Homes 4 Rent

Filed Mar 27, 2026 · FY20250001562401-26-000018

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  1. Biographical Information About Our Trustee Nominees

    Biographical Information About Our Trustee Nominees Set forth below is biographical information for each of the trustee nominees, including a list of the specific qualifications that were considered for membership on our Board. Each nominee has consented to be named in this proxy statement and to serve if elected. Please see the "Executive Officers" section below for the biographical information of Bryan Smith.

  2. Biographical Information About Our Trustee Nominees

    | Matthew Hart Age: 74 Trustee since: 2012 (Chairperson since 2023) Independent | Chairperson of the Board, AMH Retired President and Chief Operating Officer, Hilton Hotels Corporation | | | | Mr. Hart brings to our Board deep management, operational, executive compensation, corporate governance, and real estate industry experience from his executive roles at a number of publicly traded real estate and consumer companies. His experience, qualifications, attributes, and skills qualify him to serve as Chairperson of the Board. | | | | Background •Hilton Hotels Corporation, President and Chief Operating Officer, Executive Vice President, Chief Financial Officer (1996-2007) •Walt Disney Company (NYSE: DIS), Senior Vice President and Treasurer •Host Marriott Corp., Executive Vice President and Chief Financial Officer •Marriott Corporation, Senior Vice President and Treasurer •Bankers Trust Company, Vice President, Corporate Lending Public Directorships •American Airlines (NASDAQ: AAL) (since 2013) •Air Lease Corp. (NYSE: AL) (since 2010) | Education •B.A., Vanderbilt University •M.B.A., Columbia University Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Risk Assessment & Management •Investor Relations •Public Company Board •Public Company Senior Management Experience •Audit Committee •Cybersecurity •Capital Markets |

  3. Biographical Information About Our Trustee Nominees

    2026 Proxy Statement | 9

  4. Biographical Information About Our Trustee Nominees

    | Douglas Benham Age: 69 Trustee since: 2016 Independent Committees •Human Capital and Compensation (Chair) •Nominating and Corporate Governance | President and Chief Executive Officer, DNB Advisors, LLC | | | | Mr. Benham has extensive management, corporate governance, executive and employee compensation, and consumer products experience as a leader of restaurant businesses. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Human Capital and Compensation Committee, as a member of our Nominating and Corporate Governance Committee, and as a member of our Board. | | | | Background •DNB Advisors, LLC, President and Chief Executive Officer (since 2006) •Bob Evans Farms, LLC, Executive Chair of the Board •Arby’s Restaurant Group, Inc., President and Chief Executive Officer •RTM Restaurant Group, Inc., Chief Financial Officer | Education •B.A., University of West Florida Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Sustainability •Risk Assessment & Management •Investor Relations •Public Company Board •Public Company Senior Management Experience •Audit Committee •Capital Markets •Philanthropic Activities |

  5. Biographical Information About Our Trustee Nominees

    | Jack Corrigan Age: 65 Trustee since: 2012 Independent | Retired Chief Investment Officer, AMH | | | | Mr. Corrigan has deep expertise in the residential and commercial real estate sectors, managing large-scale property portfolios, and he was the architect of our AMH Development homebuilding arm. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Board. | | | | Background •AMH, Chief Investment Officer (2012-2022), Chief Operating Officer (2012-2019) •American Homes 4 Rent Advisor, LLC (our former manager), Chief Operating Officer •A&H Property and Investments, Chief Executive Officer •PS Business Parks Inc. (formerly NYSE: PSB), Chief Financial Officer •LaRue, Corrigan & McCormick, Partner •Storage Equities, Inc., Controller •Arthur Young & Company | Education •B.S., Loyola Marymount University Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Risk Assessment & Management •Investor Relations •Public Company Senior Management Experience •Capital Markets •Human Capital Management •Consumer Experience |

  6. Biographical Information About Our Trustee Nominees

    10 | AMH

  7. Biographical Information About Our Trustee Nominees

    | Tamara Gustavson Age: 64 Trustee since: 2016 Independent | Real Estate Investor Philanthropist | | | | Ms. Gustavson brings to our Board expertise in management, public relations, corporate governance, and industry experience from her leadership roles at publicly traded real estate companies as both an executive and board member. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Board. | | | | Background •American Commercial Equities, Member (since 2005) •Public Storage (NYSE: PSA), Senior Vice President- Administration Public Directorships •Public Storage (NYSE: PSA) (since 2008) | Education •B.S., University of Southern California Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Human Capital Management •Corporate Governance •Public Company Board •Public Company Senior Management Experience •Philanthropic Activities |

  8. Biographical Information About Our Trustee Nominees

    | Michelle Kerrick Age: 63 Trustee since: 2020 Independent Committees •Audit (Chair) | Former West Region Market Leader and Managing Partner Deloitte & Touche LLP | | | | Ms. Kerrick has deep expertise in finance and accounting, risk management, and corporate governance developed over a 35-year career with a leading public accounting firm. She also brings corporate governance expertise from her service at two other publicly traded companies. Ms. Kerrick qualifies as an audit committee financial expert under SEC rules. Her experience, qualifications, attributes, and skills qualify her to serve as chair of our Audit Committee and as a member of our Board. | | | | Background •Deloitte & Touche LLP, West Region Market Leader (2019 and 2020), Managing Partner – Los Angeles (2010-2020), other positions (1985-2010) Public Directorships •The Beauty Health Company (NASDAQ: SKIN) (since 2021) •LDH Growth Corp I (NASDAQ: LDHA) (2021-2023) | Education •B.S., Northern Arizona University Qualification Highlights: •Executive Leadership •Real Estate Experience •REIT •Finance/Accounting/Auditing •Human Capital Management •Corporate Governance •Risk Assessment & Management •Technology •Public Company Board •Audit Committee |

  9. Biographical Information About Our Trustee Nominees

    2026 Proxy Statement | 11

  10. Biographical Information About Our Trustee Nominees

    | Lynn Swann Age: 74 Trustee since: 2020 Independent Committees •Audit •Nominating and Corporate Governance | Director for Apollo Global Management, Inc. | | | | Mr. Swann is an experienced public company director of a leading asset manager and previously of a water technology company, which allow him to contribute valuable perspectives on corporate governance, risk management, technology, and sustainability matters. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Nominating and Corporate Governance Committees and as a member of our Board. | | | | Background •Swann, Inc., President (since 1976) Public Directorships •Apollo Global Management, Inc. (NYSE: APO) (since 2022) •Xylem Inc. (NYSE: XYL) (2023-2024) •Evoqua Water Technologies (formerly NYSE: AQUA) (2018-2023) | Education •B.A., University of Southern California Qualification Highlights: •Executive Leadership •Real Estate Experience •Treasury/Capital Allocation •Finance •Human Capital Management •Corporate Governance •Sustainability •Public Company Board •Public Company Senior Management Experience •Audit Committee •Government Affairs/Regulatory •Philanthropic Activities |

  11. Biographical Information About Our Trustee Nominees

    | Winifred Webb Age: 68 Trustee since: 2019 Independent Committees •Human Capital and Compensation •Nominating and Corporate Governance | Founder, Kestrel Advisors Former Senior Executive, Ticketmaster and The Walt Disney Company | | | | Ms. Webb brings more than three decades of experience as a seasoned executive of several of the largest entertainment companies worldwide and a director of public companies with significant real estate interests. Her executive leadership and board experience encompasses expertise in human capital management, corporate governance, sustainability, and investor relations. Her experience, qualifications, attributes, and skills qualify her to serve as a member of our Human Capital and Compensation and Nominating and Corporate Governance Committees and as a member of our Board. | | | | Background •Kestrel Advisors, Founder (since 2013) •Tennenbaum Capital Partners, Managing Director •Ticketmaster Entertainment, Corporate Senior Vice President, Chief Communications & Investor Relations Officer •The Walt Disney Company, Corporate Senior Vice President of Investor Relations & Shareholder Services, Executive Director for The Walt Disney Company Foundation Public Directorships •AppFolio (NASDAQ: APPF) (since 2019) •Wynn Resorts (NASDAQ: WYNN) (since 2018) •ABM Industries (NYSE: ABM) (since 2014) | Education •B.A., Smith College (with honors) •M.B.A., Harvard University Qualification Highlights: •Executive Leadership •Real Estate Experience •Finance/Accounting/Auditing •Corporate Governance •Sustainability •Risk Assessment & Management •Investor Relations •Technology •Public Company Board •Public Company Senior Management Experience •Audit Committee •Capital Markets •Treasury/Capital Allocation •Cybersecurity •Philanthropic Activities |

  12. Biographical Information About Our Trustee Nominees

    12 | AMH

  13. Biographical Information About Our Trustee Nominees

    | Jay Willoughby Age: 67 Trustee since: 2019 Independent Committees •Audit •Human Capital and Compensation | Chief Investment Officer, TIFF Investment Management | | | | Mr. Willoughby is an accomplished investment manager and brings deep executive, finance, risk management, capital allocation, and sustainability experience to our Board. His experience, qualifications, attributes, and skills qualify him to serve as a member of our Audit and Human Capital and Compensation Committees and as a member of our Board. | | | | Background •TIFF Investment Management, Chief Investment Officer (since 2015) •The Alaska Permanent Fund, Chief Investment Officer •Ironbound Capital Management, Co-Managing Partner •MLIM Equity Funds, Chief Investment Officer, Head of Research •Merrill Lynch Real Estate Fund, Senior Portfolio Manager | Education •B.A., Pomona College •M.B.A., Columbia University Qualification Highlights: •Executive Leadership •REIT •Treasury/Capital Allocation •Finance/Accounting/Auditing •Corporate Governance •Sustainability •Risk Assessment & Management •Investor Relations •Public Company Senior Management Experience •Audit Committee •Financial Literacy •Capital Markets |

  14. Biographical Information About Our Trustee Nominees

    | Matthew Zaist Age: 51 Trustee since: 2020 Independent Committees •Nominating and Corporate Governance (Chair) •Human Capital and Compensation | President and Chief Executive Officer, Risewell Homes | | | | Mr. Zaist is a seasoned chief executive of home builders with hands-on expertise in a critical part of our business. His responsibilities at the companies he has led have included oversight of financial statements, risk management, and executive compensation matters. His experience, qualifications, attributes, and skills qualify him to serve as chair of our Nominating and Corporate Governance Committee, a member of our Human Capital and Compensation Committee, and as a member of our Board. | | | | Background •Risewell Homes (formerly The New Home Company), President and Chief Executive Officer (since 2021) •William Lyon Homes (formerly NYSE: WLH), President and Chief Executive Officer, President and Chief Operating Officer Public Directorships •William Lyon Homes (formerly NYSE: WLH) (2016-2020) | Education •B.S., Rensselaer Polytechnic Institute Qualification Highlights: •Executive Leadership •Real Estate Experience •Treasury/Capital Allocation •Human Capital Management •Corporate Governance •Risk Assessment & Management •Investor Relations •Capital Markets •Finance/Accounting/Auditing •Public Company Board •Public Company Senior Management Experience •Audit Committee •Sustainability •Technology |

  15. Biographical Information About Our Trustee Nominees

    2026 Proxy Statement | 13

  16. How We Are Paid

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | All Other Compensation ($) (3) | Total ($) | | Matthew Hart | 130,000 | 220,000 | — | 350,000 | | Douglas Benham | 113,000 | 170,000 | — | 283,000 | | Jack Corrigan | 80,000 | 170,000 | 24,052 | 274,052 | | David Goldberg | 80,000 | 170,000 | — | 250,000 | | Tamara Gustavson | 80,000 | 170,000 | — | 250,000 | | Michelle Kerrick | 110,000 | 170,000 | — | 280,000 | | Lynn Swann | 103,375 | 170,000 | — | 273,375 | | Winifred Webb | 98,500 | 170,000 | — | 268,500 | | Jay Willoughby | 103,375 | 170,000 | — | 273,375 | | Matthew Zaist | 113,000 | 170,000 | — | 283,000 |

  17. Compensation Philosophy, Objectives and Governance

    | | What We Do | | What We Don’t Do | | ✓ | DO require “double trigger” change in control benefits | ✘ | NO “single-trigger” change in control cash or equity payments | | ✓ | DO seek to align pay and performance with a balanced mix of company and individual performance criteria tied to operational and strategic objectives established at the beginning of the performance period by the Committee | ✘ | NO compensation or incentives that encourage risk-taking reasonably likely to have a material adverse effect on the company | | ✓ | DO award a significant percentage of NEO total compensation in the form of equity which includes awards subject to multi-year, performance-based vesting based on relative TSR goals and absolute Core FFO per share growth goals | ✘ | NO tax gross-ups for any executive officers | | ✓ | DO have robust NEO share ownership guidelines, including six times base salary for CEO, and a requirement that each NEO establish an initial ownership position in company shares within one year of joining the company | ✘ | NO re-pricing or buyouts of underwater stock options without shareholder approval | | ✓ | DO have a robust mandatory compensation clawback policy for executive compensation covering both cash and equity incentives | ✘ | NO hedging or future pledging transactions by employees or trustees involving our securities | | ✓ | DO annually review a compensation risk assessment with the Committee | ✘ | NO guarantees of cash incentive compensation or of equity grants | | ✓ | DO provide caps within annual and long-term incentive plan awards | ✘ | NO long-term employment contracts with executive officers with contractual compensation amounts or specified increases in the future | | ✓ | DO engage an independent compensation consultant to advise the Committee | ✘ | NO excessive perquisites |

  18. Changes to Compensation of the CEO

    Changes to Compensation of the CEO As a result of his promotion to Chief Executive Officer and his performance, and supported by the data and recommendations provided by the Committee's independent compensation advisor, the Committee increased Mr. Smith's compensation for 2025 in connection with his appointment as Chief Executive Officer. As part of this annual compensation review process and in connection with his promotion, Mr. Smith's base salary was increased to $850,000 from $750,000, and his annual long-term equity incentive award target was increased to $4,675,000 from $2,076,800. These increases were made to be competitive with the market for Chief Executive Officers among our peers (please refer to "Benchmarking Peer Group" below for a discussion of our compensation setting practices and our peer group).

  19. Performance-Based Incentive Bonuses—2025 Performance Metrics and Targets

    Performance-Based Incentive Bonuses—2025 Performance Metrics and Targets The 2025 annual incentive plan targets established by the Committee were:

  20. Performance-Based Incentive Bonuses—2025 Performance Metrics and Targets

    | NEO | Title | Target % of Base Salary | | Bryan Smith | Chief Executive Officer and Trustee | 175% | | Chris Lau | Chief Financial Officer and Senior Executive Vice President | 150% | | Sara Vogt-Lowell | Chief Administrative Officer and Chief Legal Officer | 150% |

  21. Performance-Based Incentive Bonuses—2025 Performance Metrics and Targets

    2025 performance-based incentive bonuses (the “Annual Incentive Plan” or “AIP”) were based 70% on a corporate metric and 30% on individual goals that were established for each NEO by the Committee in the first quarter of 2025. •Corporate Metric: In the first quarter of 2025, the Committee set the corporate metric as Core FFO per share growth. The Committee selected Core FFO as the corporate metric because it is a commonly used measure of real estate investment trust (“REIT”) performance by investors and it is a metric used for compensation purposes by the majority of our peer group. •Individual Goals: The 2025 individual goals set for the NEOs are described below under “2025 Performance- Based Cash Incentive Awards.”

  22. 2025 Performance-Based Cash Incentive Awards

    2025 Performance-Based Cash Incentive Awards

  23. Corporate metric achievement (70% weighting)

    | Core FFO per share | | | | | Performance Achievement | Performance (% Target) | AIP Payout (% Target) | Core FFO per share | | Maximum | 115% | 200% | $2.1275 | | Target | 100% | 100% | $1.8500 | | Threshold | 85% | 0% | $1.5725 | | Actual | 101.0% | 106.4% | $1.8678 |

  24. Individual goal achievement (30% weighting)

    | Performance-Based Cash Incentive Award Achievement | Bryan Smith | Chris Lau | Sara Vogt-Lowell | | Core Funds from Operations (70% weighting) | 106.4% | 106.4% | 106.4% | | Individual Goals (30% weighting) | 100.5% | 100.5% | 100.5% | | Aggregate Payout % | 104.6% | 104.6% | 104.6% | | Aggregate Payout Amount | $1,556,371 | $1,098,615 | $863,198 |

  25. 2025 Equity Awards

    2025 Equity Awards The Committee believes equity awards help align management and shareholder interests by supporting long-term value creation and promoting the retention and stability of our executive management team. In the first quarter of 2025, the Committee granted the NEOs a mix of PSUs which vest after a three-year performance period and time-based RSUs which vest ratably in equal annual installments over three years. Each target grant was comprised of 60% PSUs and 40% of RSUs. In January 2025, the Committee granted RSUs and PSUs with the intended target values set forth below, with the number of units determined by dividing the target value by the closing share price on the grant date.

  26. 2025 Equity Awards

    | 2025 Annual Equity Grant | Bryan Smith | Chris Lau | Sara Vogt-Lowell | | RSUs | $1,870,000 | $980,000 | $550,000 | | PSUs | $2,805,000 | $1,470,000 | $825,000 |

  27. 2025 Equity Awards

    The Committee considered Mr. Smith’s recommendations, as well as market data and recommendations provided by its independent compensation advisor, in determining the annual equity grants to Mr. Lau and Ms. Vogt-Lowell. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and absolute Core FFO per share growth goals (50%), which were set in the first quarter of 2025. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. PSU payouts are linearly interpolated for performance between the threshold, target, and maximum performance goals, with no payout for a measure if performance is below threshold for that measure. Core FFO growth is measured annually based on year-over-year change in Core FFO per share. At the end of each of the three annual periods, the payout for that portion of the Core FFO PSUs related to each year is determined based on that year's Core FFO growth compared to the target and the final payout is based on the average of the three years' payouts. TSR is measured over the performance period based on changes in stock price, assuming reinvestment of dividends.

  28. 2025 Equity Awards

    | PSU Payout Level % of Target | Relative TSR Performance (50% weighting) | Core FFO Growth Achieved (50% weighting) | | 200% | 75th Percentile | Maximum achievement against absolute Core FFO growth goal | | 100% | 50th Percentile | Target achievement against absolute Core FFO growth goal | | 50% | 25th Percentile | Threshold achievement against absolute Core FFO growth goal |

  29. 2025 Equity Awards

    The company’s TSR performance will be compared to the FTSE NAREIT All Equity REITs Index. Based on the recommendation of Semler Brossy, the Committee transitioned from a Committee-selected peer group of companies used previously to a third-party market index as the comparator group for relative TSR performance in 2025. The Committee believes that use of a broad-based index provides a more objective and transparent benchmark, reduces subjectivity associated with periodic peer group composition changes, and enhances consistency in performance measurement over time. We have omitted the specific absolute Core FFO growth goals because disclosure would result in competitive harm. We intend to disclose the goals and actual results at the conclusion of the performance period. 2026 Proxy Statement | 39

  30. Performance of 2023-2025 PSUs

    Performance of 2023-2025 PSUs The PSUs granted in 2023 (the "2023 PSUs") had the same design as our 2025 PSUs described above, with pre-established, objective performance measures resulting in a number of PSUs becoming earned at the end of the performance period based on relative TSR performance and Core FFO growth, except that the relative TSR portion for the 2023 PSUs was measured against a peer group of thirty publicly traded REITs and other residential real estate companies as disclosed in our 2024 proxy statement, rather than the index described above. For the 2023 PSUs, the company achieved relative TSR Performance at the 63rd percentile of the applicable peer group, resulting in a payout of 151.9% for the relative TSR component. The company also achieved annual Core FFO growth of 7.9%, 6.6%, and 5.4%, respectively, for each year of the performance period, resulting in an annual award of 172.0%, 139.1% and 111.2%, respectively, and overall award and payout of 140.8% for the Core FFO growth component. The aggregate payout is 146.4% of target for the 2023 PSUs, as certified by the Committee in February 2026.

  31. Performance of 2023-2025 PSUs

    | Three-Year Relative TSR Achievement (50% Weighting) | | | Three-Year Core FFO Achievement (50% Weighting) | | | Relative TSR Percentile | Peer Group TSR | Relative TSR Payout % | Annual Core FFO Growth | Core FFO Payout % | | 75th Percentile | 24.68% | 200% | 9.0% | 200% | | 50th Percentile | 12.50% | 100% | 5.0% | 100% | | 25th Percentile | 0.59% | 50% | 1.0% | 50% | | 2023-2025 Actual TSR Percentile | 2023-2025 Actual TSR | Relative TSR Payout Achieved | 2023-2025 Actual Core FFO Growth | Core FFO Payout Achieved | | 63rd Percentile | 16.3% | 151.9% | 7.9%, 6.6% and 5.4% | 140.8% |

  32. Performance of 2023-2025 PSUs

    Based on the relative TSR achievement and Core FFO achievement described above, the overall PSU payout was 146.4% of the original target award for each of the NEOs.

  33. 2026 Compensation Outlook

    2026 Compensation Outlook In November 2025, the Committee, in consultation with its independent compensation consultant Semler Brossy, and taking into consideration the competitiveness of the company’s executive pay practices, approved the 2026 compensation program. The Committee considered Mr. Smith’s recommendations in determining the base salaries, performance-based cash incentive award targets and equity grant amounts to Mr. Lau and Ms. Vogt-Lowell. Base salaries: The Committee reviewed base salaries for 2026 and considered, among other things, a market analysis performed by Semler Brossy and, with respect to the executives that report to him, the recommendations of Mr. Smith. The base salaries for 2026 are set forth below. Mr. Smith received a base salary increase of 17.6% and Mr. Lau and Ms. Vogt-Lowell each received a base salary increase of 3.6%. In approving these salaries, the Committee considered the strong performance of each NEO, including their contributions to the company’s strategic plan, the relative pay of each NEO compared to similar roles at competitors and peer companies, and the intense competition for top talent in the real estate industry. Additionally, with respect to Mr. Smith, the Committee considered his appointment as Chief Executive Officer in 2025, following his prior service as Chief Operating Officer, and determined to align his base salary with market levels for chief executive officers among the company’s peers over time. The Committee approved his base salary increase in 2026 consistent with that approach. Performance-based cash incentive award: As in 2025, the 2026 performance-based cash incentive award for NEOs will depend 70% on the achievement of Core FFO goals and 30% on the achievement of leadership goals and generally include objectives related to business strategy, sustainability, technology oversight, and team development. The 2026 target award level as a percentage of base salary for Mr. Smith was increased from 175% in 2025 to 200% in 2026 and was unchanged from 2025 for each of the other NEOs. Long-term performance and time-based equity incentives: The 2026 equity awards consist of a mix of PSUs and time- based RSUs, with 60% of the NEOs' grants being PSUs. This is the same mix as in 2025. The PSU design is unchanged from 2025. The PSUs have a three-year performance period tied to the achievement of both relative TSR (50%) and Core FFO growth goals (50%), which were set in the first quarter of 2026. Payouts on PSUs at achievement of threshold goals will be 50% of target and maximum achievement will be 200% of target. The time-based RSUs will vest ratably over three years. The Committee awarded RSUs and PSUs with the target values set forth below, with the number of units determined by dividing the target value by the closing share price on each respective grant date, which was January 2, 2026 for the RSUs, and February 20, 2026 for the PSUs. 40 | AMH

  34. 2026 Compensation Outlook

    | 2026 Compensation | Bryan Smith | Chris Lau | Sara Vogt-Lowell | | Base Salary | $1,000,000 | $725,000 | $570,000 | | Annual Cash Incentive Target | 200% | 150% | 150% | | Annual RSU Grant | $2,200,000 | $1,015,000 | $570,000 | | Annual PSU Grant | $3,300,000 | $1,522,500 | $855,000 |

  35. Role of Compensation Consultant

    Role of Compensation Consultant Semler Brossy serves as the Committee’s independent, third- party compensation consultant. The Committee considered Semler Brossy’s advice on a range of compensation matters, including its consideration of potential enhancements to the 2025 compensation program, benchmarking analysis of peer compensation practices and its recommendations for the 2026 compensation program, in each case as discussed in more detail throughout this CD&A. Semler Brossy reports directly to the Committee and does not provide services to the company’s management that are not under the Committee’s purview. Since its engagement, a representative of Semler Brossy has attended meetings of the Committee and will continue to do so upon request. The Committee annually considers all factors relevant to Semler Brossy’s independence, as required by the Committee’s charter. Based on this review, the Committee determined that Semler Brossy is independent and free of conflicts of interest.

  36. Benchmarking Peer Group

    Benchmarking Peer Group The Committee monitors the effectiveness of our executive compensation programs at least annually. For the compensation programs to be effective, the Committee believes that the compensation practices of other public real estate companies with which we compete for talent is one tool in assessing and determining pay for our executive officers. Semler Brossy assists the Committee with these analyses. The Committee uses benchmarking for informational purposes only. The median (50th percentile) serves as a reference point and indicator of competitive market trends and the Committee uses it as the starting point when setting our executive compensation, but the Committee also considers a number of other factors, including skills, experience, performance and future potential of each executive. 2026 Proxy Statement | 41 The company's peer group for 2025 compensation decisions is set forth in the following table. The peer group was based on similarities in industry sector, size (capitalization and assets), and underlying business fundamentals.

  37. Benchmarking Peer Group

    | Name | Ticker | Property Focus | | AvalonBay Communities, Inc. | AVB | Multi-family | | Brixmor Property Group, Inc | BRX | Open-air shopping centers | | Camden Property Trust | CPT | Multi-family | | Douglas Emmett, Inc. | DEI | Class-A office Buildings and Apartment | | Equity Residential | EQR | Multi-family | | Essex Property Trust, Inc. | ESS | Multi-family | | Extra Space Storage, Inc. | EXR | Self-Storage Properties | | Host Hotels & Resorts, Inc. | HST | Hotels | | Invitation Homes | INVH | Single-family rental | | Kilroy Realty Corporation | KRC | Premier Office Submarkets | | Kimco Realty Corporation | KIM | Open-air shopping centers | | Mid-America Apartment Communities, Inc. | MAA | Multi-family | | Park Hotels & Resorts, Inc. | PK | Hotel Properties | | Regency Centers Corporation | REG | Open-air shopping centers | | Sun Communities, Inc. | SUI | Manufactured Home and RV Communities | | Tricon Residential, Inc.(1) | Formerly TCN | Single-family rental | | UDR, Inc. | UDR | Multi-family |

  38. Benchmarking Peer Group

    (1) Tricon Residential was taken private in 2024 and is no longer publicly traded.

  39. Equity Grant Practices

    Equity Grant Practices Equity grants to all of our executive officers, including the NEOs, must be approved by the Committee, which consists entirely of independent trustees. Grants occur only at meetings or upon written actions of the Board or the Committee and are made effective as of the date of the meeting or written action or a future date if appropriate, such as in the case of a new hire. In 2025, the Committee delegated limited authority to Mr. Smith to approve equity awards to employees who are not executive officers. Equity awards are not timed in coordination with the release of material non-public information (including for the purpose of affecting the value of executive compensation or otherwise). Awards are also subject to the terms of the 2021 Equity Incentive Plan. All awards of RSUs granted to date to employees under the 2021 Equity Incentive Plan vest over several years. In general, the Committee considers equity awards for executive officers in connection with their annual performance review. In determining equity awards, our Committee considers, among other factors, input from other Board members and the independent compensation consultant, the company’s overall financial performance, operational achievements, including acquisitions and the recommendations of our Chief Executive Officer for the NEOs reporting to him.

  40. Term of Employment

    Term of Employment Each of our NEOs serves at the pleasure of our Board. We have not entered into employment agreements with any of our NEOs. However, each NEO is party to a severance and change-in- control letter agreement, which provides for certain contractual protections in the event of termination under specified circumstances. These agreements establish severance benefits in the event of a termination by the company without cause or resignation for good reason, as well as change-in-control (CIC) protections in the event of termination within a specified period following a qualifying CIC event. These agreements provide clarity and certainty to executives while reinforcing retention and alignment with shareholder interests. Further details regarding the specific severance and CIC provisions can be found in the section "Potential Payments Upon Termination or Change in Control." 42 | AMH

  41. Summary Compensation Table

    Summary Compensation Table The following table provides compensation information for our NEOs determined in accordance with SEC rules for the three fiscal years ended December 31, 2025.

  42. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Option Awards ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Bryan Smith CEO | 2025 | 850,000 | – | – | 5,114,700 | 1,556,371 | 14,107 | 7,535,178 | | | 2024 | 731,500 | – | – | 2,263,000 | 1,404,375 | 13,883 | 4,412,758 | | | 2023 | 624,000 | – | – | 2,058,400 | 1,035,347 | 13,293 | 3,731,040 | | Chris Lau CFO | 2025 | 700,000 | – | – | 2,680,400 | 1,098,615 | 14,106 | 4,493,121 | | | 2024 | 649,000 | – | – | 7,263,000 | 1,041,645 | 13,894 | 8,967,539 | | | 2023 | 624,000 | – | – | 2,058,400 | 1,036,246 | 13,276 | 3,731,922 | | Sara Vogt-Lowell CAO/CLO | 2025 | 550,000 | – | – | 1,504,300 | 863,198 | 14,082 | 2,931,580 | | | 2024 | 525,000 | – | – | 1,144,200 | 702,188 | 13,901 | 2,385,289 | | | 2023 | 500,000 | – | – | 1,099,600 | 691,938 | 13,268 | 2,304,806 |

  43. Summary Compensation Table

    (1)Mr. Smith’s salary was increased to $850,000 effective January 1, 2025 in connection with his promotion to CEO. (2)RSU awards and PSU awards are valued at the grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. RSU awards are valued based on the closing share price on the NYSE of $36.75 and $34.47 per share for Class A common shares on the date of grant for 2025 and 2023 grants, respectively, and $36.07 and $34.73 per share for Class A common shares on the date of grant for January 3, 2024 and February 21, 2024 grants, respectively. The payout of the PSU awards will be between 0% and 200% of target based on the achievement of both Core FFO growth goals and TSR relative to a group of peer companies. The portion of PSU awards linked to Core FFO growth goals (50%) was valued at $36.75, $36.07 and $34.47 per PSU award based on the closing share price on the NYSE on the grant date and assuming target level of performance for 2025, 2024 and 2023 grants is probable, respectively. The portion of PSU awards linked to relative TSR (50%) was valued at $48.27, $46.85 and $45.91 per PSU award based on a multifactor Monte Carlo model for the performance period of January 1, 2025 to December 31, 2027, January 1, 2024 to December 31, 2026 and January 1, 2023 to December 31, 2025 using a valuation date share price of $36.75, $36.07 and $34.47 for 2025, 2024 and 2023 grants, respectively. Volatility and risk-free rate assumptions used in the multifactor Monte Carlo model are based on term structure and are disclosed in our Annual Report on Form 10-K. The following represents the aggregate grant date fair value for RSU awards and PSU awards granted in 2025 as well as the value of PSU awards at maximum vesting on the grant date.

  44. Summary Compensation Table

    | | 2025 RSU Awards ($) | 2025 PSU Awards ($) | Total of RSUs and PSUs ($) | 2025 PSU Awards Maximum ($) | | Bryan Smith | 1,870,000 | 3,244,700 | 5,114,700 | 5,610,000 | | Chris Lau | 980,000 | 1,700,400 | 2,680,400 | 2,940,000 | | Sara Vogt-Lowell | 550,000 | 954,300 | 1,504,300 | 1,650,000 |

  45. Summary Compensation Table

    (3)The amounts reported in the Non-Equity Incentive Plan Compensation column reflect actual payments made to each NEO under the AIP for fiscal years 2025, 2024 and 2023. (4)All Other Compensation consists of (i) 401(k) plan contributions by the company of $14,000 to each named executive officer for 2025 and (ii) imputed income related to the vesting of stock awards of $107, $106 and $82 in 2025 for Mr. Smith, Mr. Lau and Ms. Vogt-Lowell, respectively. 44 | AMH

  46. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table sets forth certain information relating to grants of plan based awards to the NEOs during the fiscal year ended December 31, 2025.

  47. Grants of Plan Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Name | Grant Date | Threshold ($) (1) | Target ($) (1) | Maximum ($) (1) | Threshold (#) (1) | Target (#) (1) | Maximum (#) (1) | | | | Bryan Smith | | | | | | | | | | | PSU Award | 1/2/2025 | – | – | – | 38,164 | 76,327 | 152,654 | – | 3,244,700 | | RSU Award | 1/2/2025 | – | – | – | – | – | – | 50,885 | 1,870,000 | | Annual Incentive | – | – | 1,487,500 | 2,629,156 | – | – | – | – | – | | Chris Lau | | | | | | | | | | | PSU Award | 1/2/2025 | – | – | – | 20,000 | 40,000 | 80,000 | – | 1,700,400 | | RSU Award | 1/2/2025 | – | – | – | – | – | – | 26,667 | 980,000 | | Annual Incentive | – | – | 1,050,000 | 1,855,875 | – | – | – | – | – | | Sara Vogt-Lowell | | | | | | | | | | | PSU Award | 1/2/2025 | – | – | – | 11,225 | 22,449 | 44,898 | – | 954,300 | | RSU Award | 1/2/2025 | – | – | – | – | – | – | 14,966 | 550,000 | | Annual Incentive | – | – | 825,000 | 1,458,188 | – | – | – | – | – |

  48. Grants of Plan Based Awards

    (1)The amounts shown in these columns represent the range of possible incentive payouts based upon achievement of performance targets. (2)Represents fiscal year 2025 cash incentive award opportunity granted under the 2025 AIP, assuming 177% payout for Maximum achievement calculated as 70% of the award based on Core FFO at maximum payout of 200% and 30% of the award based on individual goals at maximum payout of 122.5%. As described in more detail in the Compensation Discussion and Analysis, the AIP does not provide for threshold performance. (3)Amounts in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns relate to payout opportunities of the PSUs granted in 2025, which were granted under the 2021 Equity Incentive Plan. Threshold is based upon achieving threshold performance in each of the Core FFO and the rTSR performance metrics. Maximum is based on achievement of maximum performance in each of the Core FFO and the rTSR performance metrics. See Compensation Discussion and Analysis for additional details regarding the 2025 PSU program. (4)Amounts in the “All Other Stock Awards; Number of Shares of Stock or Units” column relate to the 2025 RSUs. The RSUs vest over three years in three equal annual installments. All RSUs were granted under the 2021 Equity Incentive Plan. (5)Amounts reflect the fair value of RSUs and PSUs computed as of the grant date, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For RSUs, the fair value is computed by multiplying the number of RSUs awarded by the fair market value of the company’s Class A common shares on the grant date. For PSUs, the fair value of the portion of awards linked to Core FFO growth goals is computed by multiplying the number of these PSU awards by the fair market value of the company's Class A common shares on the grant date while the fair value of the portion of awards linked to TSR relative to a group of peer companies is computed by multiplying the number of these PSU awards by the grant date fair value of $48.27 per share based on a multifactor Monte Carlo model. 2026 Proxy Statement | 45

  49. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information for each NEO with respect to the outstanding unvested equity awards as of the fiscal year ended December 31, 2025.

  50. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) | Option Expiration Dates | Number of Shares or Units of Stock that Have Not Vested (#) (2) | Market Value of Shares or Units of Stock that Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (3) | | Bryan Smith | 2/23/2017 | 20,000 | – | 23.38 | 2/23/2027 | – | – | – | – | | | 2/22/2018 | 10,000 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 2/7/2023 | – | – | – | – | 7,242 | 232,468 | 65,170 | 2,091,957 | | | 1/3/2024 | – | – | – | – | 15,354 | 492,863 | 51,821 | 1,663,454 | | | 1/2/2025 | – | – | – | – | 50,885 | 1,633,409 | 76,327 | 2,450,097 | | Chris Lau | 2/22/2018 | 2,500 | – | 19.40 | 2/22/2028 | – | – | – | – | | | 2/7/2023 | – | – | – | – | 7,242 | 232,468 | 65,170 | 2,091,957 | | | 1/3/2024 | – | – | – | – | 15,354 | 492,863 | 51,821 | 1,663,454 | | | 2/21/2024 | – | – | – | – | 143,968 | 4,621,373 | – | – | | | 1/2/2025 | – | – | – | – | 26,667 | 856,011 | 40,000 | 1,284,000 | | Sara Vogt- Lowell | | | | | | | | | | | | 2/7/2023 | – | – | – | – | 3,869 | 124,195 | 34,814 | 1,117,529 | | | 1/3/2024 | – | – | – | – | 7,764 | 249,224 | 26,201 | 841,052 | | | 1/2/2025 | – | – | – | – | 14,966 | 480,409 | 22,449 | 720,613 |

  51. Outstanding Equity Awards at Fiscal Year End

    (1) All option awards vested ratably over a period of four years from the date of grant (February 23, 2017 for grants that expire on February 23, 2027 and February 22, 2018 for grants that expire on February 22, 2028). (2)RSUs vest in three annual installments beginning one year from the date of grant except for the RSU award granted to Chris Lau on February 21, 2024, which cliff vests five years from the date of grant. (3)The value shown in this column assumes a price of $32.10 per share, the closing price for the company’s Class A common shares on the NYSE on December 31, 2025. (4)Represents outstanding PSUs at the probable outcome as of December 31, 2025. The PSUs will vest upon achievement of the performance targets at the conclusion of the three-year performance period. 46 | AMH

  52. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information about options exercised by and RSU and PSU awards vested for the NEOs during the fiscal year ended December 31, 2025.

  53. Option Exercises and Stock Vested in 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Bryan Smith | – | – | 72,415 | 2,540,984 | | Chris Lau | – | – | 72,415 | 2,540,984 | | Sara Vogt-Lowell | 42,500 | 834,925 | 38,095 | 1,336,364 |

  54. Option Exercises and Stock Vested in 2025

    (1)Value realized was calculated by multiplying the number of shares vested by the closing price of our Class A common shares on the vesting dates of January 3, 2025, February 1, 2025, February 4, 2025 and February 7, 2025, for Mr. Smith, Mr. Lau and Ms. Vogt-Lowell.

  55. Potential Payments Upon Termination

    Potential Payments Upon Termination

  56. Payments Upon Termination

    Payments Upon Termination The Committee, in consultation with its independent compensation consultant, provides severance and change of control letter agreements with each of the NEOs which provide that, in the event of a termination by the company without cause or a resignation for good reason, each NEO would be entitled to receive a lump sum severance payment equal to a specified percentage of his or her annual base salary and target bonus, which is 200% for Mr. Smith, 125% for Mr. Lau, and 100% for Ms. Vogt-Lowell, and payment of COBRA health coverage for up to 24 months for Mr. Smith, 15 months for Mr. Lau, and 12 months for Ms. Vogt-Lowell, or, if earlier, until eligibility for coverage with a subsequent employer. The severance benefit levels described above reflect the severance letter agreements effective February 2026. The amounts shown in the "Potential Payments Upon Termination or Change in Control" table below assume a termination on December 31, 2025 but reflect the benefit levels under the February 2026 severance letter agreements. Additionally, the following indicate our general practice: •vested stock options following a voluntary termination of employment (other than for death or disability) must be exercised within three months following the individual’s last date of employment or are otherwise forfeited; •unvested time-based RSUs and PSUs are forfeited (except in the case of death or disability or a qualifying retirement); •payment of any amounts contributed by the participant and the company under the 401(k) plan; and •accrued and unused vacation pay paid in a lump sum.

  57. CEO Pay Ratio

    CEO Pay Ratio Presented below is the ratio of annual total compensation of our CEO in 2025, Bryan Smith, to the annual total compensation of our median employee (excluding Mr. Smith). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. We selected the median employee in 2025 based on the 1,597 full-time, part-time, temporary and seasonal workers (excluding Mr. Smith) employed by the company or any of its consolidated subsidiaries as of December 31, 2025. In identifying our median employee, we calculated the annual total cash compensation/ W-2 compensation of each employee as of December 31, 2025. Total cash compensation for these purposes included base salary and cash incentives and was calculated using internal human resources/tax records, including Form W-2 information. We did not apply any cost-of-living adjustments as part of the calculation. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $7,535,178. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $75,937. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2025 is 99 to 1.

  58. Pay Versus Performance Tables

    Pay Versus Performance Tables The following table sets forth information concerning compensation actually paid to our CEO and to our other NEOs and the relationship between compensation actually paid and certain company performance for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.

  59. Pay Versus Performance Tables

    | Year | Summary Compensation Table Total Pay for CEO (1)(2) | CAP to CEO (3) | Average Summary Compensation Table Total Pay for Other NEOs (1)(2) | Average CAP to Other NEOs (3) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net Income (5) | Core FFO per Share (6) | | | | | | | TSR (4) | Peer Group TSR (4) | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 7,535,178 | 5,678,620 | 3,712,350 | 2,384,867 | 121 | 138 | 513,392 | 1.87 | | 2024 | 10,350,885 | 11,436,578 | 5,255,195 | 5,754,725 | 136 | 134 | 468,142 | 1.77 | | 2023 | 8,077,735 | 11,292,640 | 3,255,922 | 4,459,905 | 127 | 123 | 432,142 | 1.66 | | 2022 | 6,482,600 | 5,063,676 | 2,965,317 | 2,058,580 | 104 | 108 | 310,025 | 1.54 | | 2021 | 4,592,060 | 6,624,511 | 2,551,105 | 3,919,810 | 147 | 143 | 210,559 | 1.36 |

  60. Pay Versus Performance Tables

    (1)For 2025, the CEO was Bryan Smith. The other NEOs were Chris Lau and Sara Vogt-Lowell. For each year shown in 2024 and earlier, the CEO was David Singelyn. For 2024 and 2023, the other NEOs were Bryan Smith, Chris Lau and Sara Vogt-Lowell. For 2022 and 2021, the other NEOs were Jack Corrigan, Bryan Smith, Chris Lau and Sara Vogt-Lowell. (2)The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) for each corresponding fiscal year for the corresponding year's CEO or other NEOs, as applicable. See the footnotes to the SCT for further detail regarding the amounts in this column. (3)Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” and “Option Awards” columns of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (iv) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; (v) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year; and (vi) adding, for awards that are granted and vest in the same year, the fair value as of the vesting date. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs. 50 | AMH