Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Invitation Homes Inc. 2026 Omnibus Incentive Plan
As described in Item 5.07 below, on May 7, 2026 (the “Effective Date”), at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Invitation Homes Inc. (the “Company”), the stockholders of the Company approved the Invitation Homes Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). The Board of Directors of the Company (the “Board”) previously adopted the 2026 Plan, subject to stockholder approval. Employees of the Company and its subsidiaries, non-employee directors, and certain consultants and advisors are eligible to receive grants under the 2026 Plan. The 2026 Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, OP units, and other equity- and cash-based awards. The number of shares of the Company’s common stock authorized for issuance under the 2026 Plan is 18,793,516, consisting of (i) 17,500,000 newly authorized shares plus (ii) 1,293,516 shares that were available for issuance under the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) and became available for issuance under the 2026 Plan, plus (iii) shares which, as of Effective Date, were subject to awards outstanding under the 2017 Plan which, on or following the Effective Date, become available for issuance under the 2026 Plan pursuant to the terms and conditions of the 2026 Plan. The expiration date of the 2026 Plan is the tenth anniversary of the Effective Date. The 2026 Plan will be administered by the Compensation and Management Development Committee of the Board (the “Compensation Committee”).
The foregoing summary of the 2026 Plan is qualified in its entirety by reference to the detailed summary of the 2026 Plan set forth in the section “Proposal No. 4 — Approval of the Invitation Homes Inc. 2026 Omnibus Incentive Plan” in the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026 (the “Proxy Statement”), and to the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Solls’ Long-Term Incentive Award
The Company previously reported on a Current Report on Form 8-K filed with the SEC on January 2, 2026, that Mark A. Solls, the Company’s Executive Vice President, Chief Legal Officer and Secretary, had informed the Company of his plan to retire by the end of fiscal 2026, with such retirement expected to be effective upon the appointment of his successor. The Company is now reporting that Mr. Solls has agreed to continue in his current role beyond the end of fiscal 2026 and to defer his planned retirement to a later date. In light of Mr. Solls’ decision to defer his previously announced retirement, the Company has suspended its search for a successor chief legal officer.
In connection with Mr. Solls’ continuing service as the Company’s Executive Vice President, Chief Legal Officer and Secretary, on May 5, 2026, the Compensation Committee set Mr. Solls’ target long-term incentive opportunity under the Company’s 2026 long-term stock incentive program (the “2026 LTIP”) at $2,645,000, and thereunder approved an additional grant to Mr. Solls of time- and performance-vesting restricted stock units (the “RSUs”), pursuant to a form of RSU award agreement (the “LTIP RSU Agreement”) substantially consistent with the form filed with the SEC, under the 2017 Plan, in the following amounts: $250,000 – time-vesting LTIP RSUs; and $750,000 – performance-vesting LTIP RSUs (collectively, the “LTIP RSU Awards”). The corresponding number of time-vesting LTIP RSUs was determined by dividing the dollar amount of the award by the closing price of the Company’s common stock on the New York Stock Exchange (NYSE) on the grant date of May 5, 2026. The corresponding number of performance-vesting LTIP RSUs was determined by dividing the dollar amount of the award by the grant date fair value calculated based on the closing price of the Company’s common stock on the NYSE on the grant date of May 5, 2026 and a Monte Carlo fair value analysis.
The material terms of the LTIP RSU Awards, including the vesting conditions, are consistent with the terms of the LTIP RSU awards disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2026, which description is incorporated herein by reference and is subject to, and qualified in its entirety by, the full text of the form of LTIP RSU Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2025, and incorporated by reference herein.
