INVH 8-K: Prospectus Supplement and Underwriting Agreement Dated Aug 12, 2025

Rhea-AI Filing Summary

Invitation Homes Inc. filed an Form 8-K describing documentation related to a securities offering and related debt documents. The filing references a base prospectus dated June 14, 2024 and a prospectus supplement dated August 12, 2025, an Underwriting Agreement dated August 12, 2025, an Indenture dated August 6, 2021 and an Eighth Supplemental Indenture dated August 15, 2025. The filing lists legal opinions and consents from Venable LLP and Sidley Austin LLP, and notes the inclusion of the form of the Notes and Guarantee. The report is signed by Mark A. Solls, Executive Vice President and Chief Legal Officer.

Positive

• Prospectus supplement dated August 12, 2025 indicates registration disclosure was completed
• Underwriting Agreement dated August 12, 2025 evidences placement arrangements with named underwriters
• Eighth Supplemental Indenture dated August 15, 2025 provides formal amendment for the notes
• Legal opinions and consents from Venable LLP and Sidley Austin LLP are included

Negative

• None.

Insights

Capital Markets Attorney

Filing documents support a debt securities offering process.

The inclusion of a base prospectus (June 14, 2024) and a prospectus supplement (August 12, 2025) plus an Underwriting Agreement (August 12, 2025) indicates the company completed the standard disclosure and placement steps for a registered securities offering.

The Eighth Supplemental Indenture (August 15, 2025) and referenced form of Notes and Guarantee are the operative documents that modify the existing Indenture framework and specify the debt terms; legal opinions from Venable LLP and Sidley Austin LLP are included as customary closing deliverables.

Corporate Counsel

Trustee, guarantee, and opinion exhibits are present, signaling a completed documentation package.

The filing references the Indenture dated August 6, 2021 and the supplemental indenture, plus trustee and guarantee forms, which are necessary to effectuate secured or unsecured note issuance under the existing indenture structure.

The signature by Mark A. Solls confirms authorized corporate attestation of the report and included exhibits; the document lists cover page Inline XBRL data as filed.

false 0001687229 0001687229 2025-08-12 2025-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025

Invitation Homes Inc.

(Exact Name of Registrant as Specified in its charter)

Maryland		001-38004		90-0939055
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5420 LBJ Freeway, Suite 600

Dallas, Texas 75240

(Address of principal executive offices, including zip code)

(972) 421-3600

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common stock, $0.01 par value		INVH		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 15, 2025, Invitation Homes Operating Partnership LP (the “Issuer”), a Delaware limited partnership and the principal operating subsidiary of Invitation Homes Inc., a Maryland corporation (the “Company”), closed an underwritten public offering of $600 million aggregate principal amount of its 4.950% Senior Notes due 2033 (the “Notes”).

The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by the Company, Invitation Homes OP GP LLC, a Delaware limited liability company, the sole general partner of the Issuer and a wholly-owned subsidiary of the Company (the “General Partner”), and IH Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“IH Merger Sub” and, together with the Company and the General Partner, the “Guarantors”). The terms of the Notes are governed by an indenture, dated as of August 6, 2021 (the “Base Indenture”), by and among the Issuer, the Guarantors and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by an eighth supplemental indenture, dated as of August 15, 2025 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Issuer, the Guarantors and the Trustee. The Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Company. Copies of the Base Indenture and the Eighth Supplemental Indenture, including the form of Notes and the Guarantees, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

Under certain circumstances, the Indenture will require certain of the Company’s subsidiaries (other than the Issuer, the General Partner and IH Merger Sub) to guarantee the Notes in the future if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of the Issuer’s revolving credit facility.

The purchase price paid by the underwriters for the Notes was 98.852% of the principal amount thereof. The Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment with all of the Issuer’s other existing and future senior unsecured indebtedness. However, the Notes are effectively subordinated in right of payment to: (i) all of the Issuer’s existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); (ii) all existing and future indebtedness and other liabilities, whether secured or unsecured, of the Issuer’s subsidiaries that do not guarantee the Notes and of any entity the Issuer accounts for using the equity method of accounting; and (iii) all preferred equity not owned by the Issuer, if any, in any of the Issuer’s subsidiaries that do not guarantee the Notes and in any entity the Issuer accounts for using the equity method of accounting. The Notes bear interest at 4.950% per annum. Interest is payable on January 15 and July 15 of each year, beginning January 15, 2026, until the maturity date of January 15, 2033.

Prior to November 15, 2032 (the “Par Call Date”), the Issuer may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price in cash (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

• (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Eighth Supplemental Indenture) plus 15 basis points less (b) unpaid interest accrued thereon to, but not including, the redemption date; and

• 100% of the principal amount of the Notes to be redeemed, plus, in either case, unpaid interest accrued thereon to, but not including, the redemption date.

On or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest accrued thereon to, but not including, the redemption date.

Certain events are considered events of default, which may result in the accelerated maturity of the Notes, including:

• default for 30 days in the payment of any installment of interest under the Notes;

• default in the payment of the principal amount or any other portion of the redemption price due with respect to the Notes, when the same becomes due and payable;

• failure by the Issuer or any Guarantor to comply with any of the Issuer’s or any Guarantor’s respective other agreements in the Notes, the Guarantees or the Indenture with respect to the Notes upon receipt by the Issuer of notice of such default by the Trustee or by holders of not less than 25% in principal amount of the Notes then outstanding and the Issuer’s failure to cure (or obtain a waiver of) such default within 60 days after the Issuer receives such notice;

• failure to pay any Debt (as defined in the Indenture) (other than Non-Recourse Debt (as defined in the Indenture)) for monies borrowed by the Issuer, the Company or any of their respective Significant Subsidiaries (as defined in the Indenture) in an outstanding principal amount in excess of $50.0 million at final maturity or upon acceleration after the expiration of any applicable grace period, which Debt (other than Non-Recourse Debt) is, or has become, the primary obligation of the Issuer or the Company and is not discharged, or such default in payment or acceleration is not cured or rescinded, within 60 days after written notice to the Issuer from the Trustee (or to the Issuer and the Trustee from holders of at least 25% in principal amount of the outstanding Notes);

• the Guarantee of any Guarantor ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or a Guarantor denies or disaffirms its obligations under the Indenture or its Guarantee, except by reason of the release of such Guarantee in accordance with provisions of the Indenture; or

• certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Issuer or any Guarantor or any Significant Subsidiary or all or substantially all of their respective property.

The descriptions of the Base Indenture and the Eighth Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Base Indenture and the Eighth Supplemental Indenture, respectively.

The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on June 14, 2024 (Registration Nos. 333-280210, 333-280210-01, 333-280210-02 and 333-280210-03), a base prospectus, dated June 14, 2024, and a prospectus supplement, dated August 12, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On August 12, 2025, the Issuer and the Guarantors entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., BMO Capital Markets Corp. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, with respect to the offering of the Notes, which will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of August 12, 2025, among the Issuer and the Guarantors, on the one hand, and BofA Securities, Inc., BMO Capital Markets Corp. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, on the other hand
4.1		Indenture, dated as of August 6, 2021, among the Issuer, the Guarantors and the Trustee, including the form of the Guarantee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of the Company filed on August 6, 2021)
4.2		Eighth Supplemental Indenture, dated as of August 15, 2025, among the Issuer, the Guarantors and the Trustee, including the form of the Notes
5.1		Opinion of Venable LLP
5.2		Opinion of Sidley Austin LLP
23.1		Consent of Venable LLP (included in Exhibit 5.1)
23.2		Consent of Sidley Austin LLP (included in Exhibit 5.2)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		INVITATION HOMES INC.
Date: August 15, 2025		By:		/s/ Mark A. Solls
				Name:		Mark A. Solls
				Title:		Executive Vice President, Chief Legal Officer
						and Secretary

FAQ

What did Invitation Homes (INVH) report in the Form 8-K?

The Form 8-K lists offering-related documents including a base prospectus (June 14, 2024), a prospectus supplement (August 12, 2025), an Underwriting Agreement (August 12, 2025), and an Eighth Supplemental Indenture (August 15, 2025).

Does the 8-K include legal opinions for INVH's offering?

Yes. The filing includes opinions and consents from Venable LLP and Sidley Austin LLP (referenced as exhibits).

Who signed the 8-K for Invitation Homes?

The report is signed by Mark A. Solls, Executive Vice President, Chief Legal Officer and Secretary.

Are there financial terms or offering amounts disclosed in the 8-K content provided?

No. The supplied content lists documents and dates but does not disclose offering sizes, interest rates, or financial amounts.

What dates are central to the documents listed in the filing?

Key dates shown are the base prospectus (June 14, 2024), the prospectus supplement and Underwriting Agreement (August 12, 2025), and the Eighth Supplemental Indenture (August 15, 2025).