Invitation Homes Inc.INVH
Invitation Homes Inc. Debt Disclosure
Debt
Secured Debt
The following table sets forth a summary of our secured debt as of December 31, 2025 and 2024:
Outstanding Principal Balance(1) | ||||||||||||||||||||||||||||||||
| Origination Date | Maturity Date | Interest Rate | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
IH 2017-1(2)(3) | April 28, 2017 | June 9, 2027 | 4.23% | $ | 987,486 | $ | 988,271 | |||||||||||||||||||||||||
IH 2019-1(4) | June 7, 2019 | June 9, 2031 | 3.59% | 400,386 | 403,046 | |||||||||||||||||||||||||||
Total Secured Debt | 1,387,872 | 1,391,317 | ||||||||||||||||||||||||||||||
| Less: deferred financing costs, net | (3,758) | (5,744) | ||||||||||||||||||||||||||||||
| Total | $ | 1,384,114 | $ | 1,385,573 | ||||||||||||||||||||||||||||
(1)Outstanding principal balance is net of discounts and does not include deferred financing costs, net.
(2)IH 2017-1 is comprised of two components, and Component A benefits from the Federal National Mortgage Association’s guaranty of timely payment of principal and interest. IH 2017-1 bears interest at a fixed rate of 4.23% per annum, equal to the market determined pass-through rate payable on the certificates including applicable servicing fees. Interest payments are made monthly.
(3)Net of unamortized discount of $527 and $880 as of December 31, 2025 and 2024, respectively.
(4)IH 2019-1 bears interest at a fixed rate of 3.59% per annum including applicable servicing fees for the first 11 years and for the twelfth year bears interest at a floating rate based on a spread of 147 bps over a comparable or successor rate to the one month London Interbank Offer Rate as provided for in the loan agreement, including applicable servicing fees, subject to certain adjustments as outlined in the loan agreement. Interest payments are made monthly.
IH 2017-1 and IH 2019-1 (collectively, the “Secured Debt”) are secured by first priority mortgages on the underlying properties as well as first priority pledges of the equity in the assets of the respective Borrower Entities. IH 2017-1 is further secured by a grant of security interests in all the related personal property.
As of December 31, 2025 and 2024, a total of 8,891 and 8,923 homes, respectively, with a gross book value of $1,929,649 and $1,900,818, respectively, and a net book value of $1,311,955 and $1,350,641, respectively, are pledged pursuant to the Secured Debt. Each Borrower Entity has the right, subject to certain requirements and limitations outlined in the respective loan agreements, to substitute properties. In addition, four times after the first anniversary of the closing date, the IH 2019-1 Borrower Entity has the right, subject to certain requirements and limitations outlined in the loan agreement, to execute a special release of collateral representing up to 15% of the then-outstanding principal balance of the loan in order to bring the loan-to-value ratio back in line with the loan’s loan-to-value ratio as of the closing date. Any such special release of collateral would not change the then-outstanding principal balance of the loan, but rather would reduce the number of single-family rental homes included in the collateral pool.
Transaction with Trust
Concurrent with the execution of the IH 2017-1 loan agreement, the respective third-party lender sold the loan it originated to an individual depositor entity, which is a wholly owned subsidiary, who subsequently transferred the loan to a securitization-specific trust entity (the “Trust”). We accounted for the transfer of IH 2017-1 as a sale under ASC 860, Transfers and Servicing, with no resulting gain or loss as the securitization was both originated by the lender and immediately transferred at the same fair market value. This transaction had no effect on our consolidated financial statements other than with respect to certificates issued by the Trust (the “Certificates”) that we retained in connection with securitization or purchased at a later date.
The Trust is structured as a pass-through entity that receives interest payments from the securitization and distributes those payments to the holders of the Certificates. The assets held by the Trust are restricted and can only be used to fulfill the
obligations of that entity. The obligations of the Trust do not have any recourse to the general credit of any entities in these consolidated financial statements. We have evaluated our interests in certain certificates of the Trust held by us and determined that they do not create a more than insignificant variable interest in the Trust.
As the Trust made Certificates available for sale to both domestic and foreign investors, sponsors of the IH 2017-1 loan are required to retain a portion of the risk that represents a material net economic interest in the loan pursuant to Regulation RR (the “Risk Retention Rules”) under the Securities Exchange Act of 1934, as amended. As loan sponsors, we are thus required to retain a portion of the credit risk that represents not less than 5% of the aggregate fair value of the loan as of the closing date. Accordingly, we have retained the restricted Class B Certificates issued by IH 2017-1, which bear a stated annual interest rate of 4.23% (including applicable servicing fees), that were made available exclusively to INVH LP to comply with the Risk Retention Rules.
The retained certificates, net of discount, total $54,972 and $54,619 as of December 31, 2025 and 2024, respectively, and are classified as held to maturity investments and recorded in other assets, net on the consolidated balance sheets (see Note 6).
Loan Covenants
The general terms that apply to the Secured Debt loan agreements require each Borrower Entity to maintain compliance with certain affirmative and negative covenants. Affirmative covenants include each Borrower Entity’s, and certain of their respective affiliates’, compliance with (i) licensing, permitting, and legal requirements specified in the Secured Debt loan agreements, (ii) organizational requirements of the jurisdictions in which they are organized, (iii) federal and state tax laws, and (iv) books and records requirements specified in the respective Secured Debt loan agreements. Negative covenants include each Borrower Entity’s, and certain of their affiliates’, compliance with limitations surrounding (i) the amount of each Borrower Entity’s indebtedness and the nature of their investments, (ii) the execution of transactions with affiliates, (iii) the Manager, (iv) the nature of each Borrower Entity’s business activities, and (v) the required maintenance of specified cash reserves.
Prepayments
Prepayments of Secured Debt are generally not permitted under the terms of the respective loan agreements unless such prepayments are made pursuant to the voluntary election or mandatory provisions specified in such agreements. The specified mandatory provisions become effective to the extent that a property becomes characterized as a disqualified property, a property is sold, and/or upon the occurrence of a condemnation or casualty event associated with a property. To the extent either a voluntary election is made, or a mandatory prepayment condition exists, in addition to paying all interest and principal, we must also pay certain breakage costs as determined by the loan servicer and a yield maintenance premium if prepayment occurs before specified dates. For IH 2017-1 and IH 2019-1, prepayments on or before December 2026 or June 2030, respectively, will require a yield maintenance premium. For the years ended December 31, 2025, 2024, and 2023, we made voluntary and mandatory prepayments of $3,798, $645,666, and $20,491, respectively, under the terms of the loan agreements. For the year ended December 31, 2024, prepayments included the full repayment of the IH 2018-4 mortgage loan.
Unsecured Notes
Our unsecured notes are issued in connection with either an underwritten public offering pursuant to our shelf registration statement or in connection with a private placement transaction with certain institutional investors (collectively, the “Unsecured Notes”). Our current shelf registration statement automatically became effective upon filing with the SEC in June 2024 and expires in June 2027. We utilize proceeds from the Unsecured Notes to fund: (i) repayments of then-outstanding indebtedness; (ii) closing costs in connection with the Unsecured Notes; and (iii) general costs associated with our operations and other corporate purposes, including acquisitions. Interest on the Unsecured Notes is payable semi-annually in arrears.
The following table sets forth a summary of our Unsecured Notes as of December 31, 2025 and 2024:
Interest Rate(1) | December 31, 2025 | December 31, 2024 | ||||||||||||||||||
Total Unsecured Notes, net(2) | 2.00% — 5.50% | $ | 4,426,356 | $ | 3,826,544 | |||||||||||||||
Deferred financing costs, net | (27,435) | (25,856) | ||||||||||||||||||
Total | $ | 4,398,921 | $ | 3,800,688 | ||||||||||||||||
(1)Represents the range of contractual rates in place as of December 31, 2025.
(2)Net of unamortized discount of $23,644 and $23,456 as of December 31, 2025 and 2024, respectively. Maturity dates for the Unsecured Notes range from May 2028 through May 2036 (see “Debt Maturities Schedule” for additional information).
Debt Issuances
The following activity occurred during the years ended December 31, 2025, 2024, and 2023 with respect to the Unsecured Notes:
•On August 15, 2025, in a public offering under our shelf registration statement, we issued $600,000 aggregate principal amount of 4.95% Senior Notes which mature on January 15, 2033.
•On September 26, 2024, in a public offering under our shelf registration statement, we issued $500,000 aggregate principal amount of 4.88% Senior Notes which mature on February 1, 2035.
•On August 2, 2023, in a public offering under our existing shelf registration statement, we issued (1) $450,000 aggregate principal amount of 5.45% Senior Notes which mature on August 15, 2030 and (2) $350,000 aggregate principal amount of 5.50% Senior Notes which mature on August 15, 2033.
Prepayments
The Unsecured Notes are redeemable in whole at any time or in part from time to time, at our option, at a redemption price equal to (i) 100% of the principal amount to be redeemed plus accrued and unpaid interest and (ii) a make-whole premium calculated in accordance with the respective loan agreements if the redemption occurs in certain amounts or in certain periods that range from to three months prior to the maturity date. The privately placed Unsecured Notes require any prepayment to be an amount not less than 5% of the aggregate principal amount then outstanding.
Guarantees
The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by INVH and two of its wholly owned subsidiaries, the General Partner, and IH Merger Sub, LLC (“IH Merger Sub”).
Loan Covenants
The Unsecured Notes issued publicly under our registration statement contain customary covenants, including, among others, limitations on the incurrence of debt; and they include the following financial covenants related to the incurrence of debt: (i) an aggregate debt test; (ii) a debt service test; (iii) a maintenance of total unencumbered assets; and (iv) a secured debt test.
The privately placed Unsecured Notes contain customary covenants, including, among others, limitations on distributions, fundamental changes, and transactions with affiliates; and they include the following financial covenants, subject to certain qualifications: (i) a maximum total leverage ratio; (ii) a maximum secured leverage ratio; (iii) a maximum unencumbered leverage ratio; (iv) a minimum fixed charge coverage ratio; and (v) a minimum unsecured interest coverage ratio.
The Unsecured Notes contain customary events of default (subject in certain cases to specified cure periods), the occurrence of which would allow the holders of notes to take various actions, including the acceleration of amounts due under the Unsecured Notes.
Term Loan Facilities and Revolving Facility
On September 9, 2024, we entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement with a syndicate of banks, financial institutions, and institutional lenders for a new credit facility (the “Credit Facility”). The Credit Facility provides $3,500,000 of borrowing capacity and consists of a $1,750,000 revolving facility (the “Revolving Facility”) and a $1,750,000 term loan facility (the “2024 Term Loan Facility”), both of which mature on September 9, 2028, with two six month extension options available. The Revolving Facility also includes borrowing capacity for letters of credit. The Credit Facility provides us with the option to enter into additional incremental credit facilities (including an uncommitted incremental facility that provides us with the option to increase the size of the Revolving Facility and/or the 2024 Term Loan Facility such that the aggregate amount does not exceed $4,000,000 at any time), subject to certain limitations.
The Credit Facility replaced a credit facility that consisted of a $1,000,000 revolving credit facility (the “2020 Revolving Facility”) and a $2,500,000 term loan facility (the “2020 Term Loan Facility,” and together with the 2020 Revolving Facility, the “2020 Credit Facility”). The terms and conditions of the Credit Facility are consistent with those of the 2020 Credit Facility except as otherwise noted below.
Proceeds from the 2024 Term Loan Facility, a $750,000 borrowing on the Revolving Facility on the date of effectiveness of the Credit Facility, and excess cash on hand were used to fully repay the 2020 Term Loan Facility and to pay costs associated with the transaction. Future proceeds from the Revolving Facility are expected to be used for general corporate purposes.
On June 22, 2022, we entered into a Term Loan Agreement with a syndicate of banks for new senior unsecured term loans (as amended on September 9, 2024 and April 28, 2025 (see below), the “2022 Term Loan Facility,” and together with the 2024 Term Loan Facility and the 2020 Term Loan Facility, the “Term Loan Facilities”). The 2022 Term Loan Facility provided $725,000 of borrowing capacity, consisting of a $150,000 initial term loan (the “Initial Term Loan”) and delayed draw term loans totaling $575,000 (the “Delayed Draw Term Loans”) which were fully drawn on December 8, 2022. The Initial Term Loan and the Delayed Draw Term Loans (together, the “2022 Term Loans”) originally matured on June 22, 2029. The 2022 Term Loan Facility also includes an accordion feature providing the option to increase the size of the 2022 Term Loans or enter into additional incremental 2022 Term Loans, such that the aggregate amount of all 2022 Term Loans does not exceed $950,000 at any time, subject to certain limitations. On April 28, 2025, we entered into an amendment to the 2022 Term Loan Facility that (1) amends the initial maturity date from June 22, 2029 to April 28, 2028, with two one year extension options at our election, provided we are in compliance with the loan agreement and pay a 12.5 bps extension fee and (2) adjusts the margin applicable to borrowings as more fully described below.
The following table sets forth a summary of the outstanding principal amounts under the Term Loan Facilities and the Revolving Facility, as of December 31, 2025 and 2024:
| Maturity Date | Interest Rate | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
2024 Term Loan Facility(1)(2) | September 9, 2028 | 4.64% | $ | 1,750,000 | $ | 1,750,000 | ||||||||||||||||||||
2022 Term Loan Facility(3)(4) | April 28, 2028 | 4.54% | 725,000 | 725,000 | ||||||||||||||||||||||
| Total Term Loan Facilities | 2,475,000 | 2,475,000 | ||||||||||||||||||||||||
| Less: deferred financing costs, net | (23,015) | (28,959) | ||||||||||||||||||||||||
| Term Loan Facilities, net | $ | 2,451,985 | $ | 2,446,041 | ||||||||||||||||||||||
Revolving Facility(1)(2)(5) | September 9, 2028 | 4.57% | $ | 145,000 | $ | 570,000 | ||||||||||||||||||||
(1)Interest rates for the 2024 Term Loan Facility and the Revolving Facility are based on the weighted average spread over a published forward-looking SOFR for the interest period relevant to such borrower (“Term SOFR”) adjusted for a 0.10% credit spread adjustment, plus an applicable margin. As of December 31, 2025, the applicable margins were 0.85% and 0.78% for the 2024 Term Loan Facility and the Revolving Facility, respectively, and Term SOFR was 3.69%. On February 4, 2026, we entered into an amendment to the Credit Facility whereby Term SOFR is no longer subject to a 0.10% credit spread adjustment (see Note 16).
(2)If we exercise the two six month extension options, the maturity date will be September 9, 2029.
(3)Interest rate for the 2022 Term Loan Facility is based on Term SOFR plus the applicable margin. As of December 31, 2025, the applicable margin was 0.85% and Term SOFR was 3.69%.
(4)If we exercise the two one year extension options, the maturity date will be April 28, 2030.
(5)As of December 31, 2025, $1,605,000 of our Revolving Facility is undrawn, and there are no restrictions on our ability to draw funds thereunder provided we remain in compliance with all covenants.
Interest Rate and Fees
Borrowings under the Credit Facility bear interest, at our option, at a rate equal to a margin over either (a) Term SOFR for the interest period relevant to such borrowing, (b) a daily SOFR rate calculated without considering accrued interest, or (c) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, (3) the Term SOFR rate that would be payable on such day for a Term SOFR loan with a one-month interest period plus 1.00%, and (4) 1.00%.
As a result of an April 18, 2023 amendment to the 2020 Credit Facility, borrowings thereunder bore interest, at our option, at a rate equal to (a) a Term SOFR rate determined by reference to the forward-looking SOFR rate published by Reuters (or a comparable or successor rate as provided for in our loan agreement) for the interest period relevant to such borrowing plus 0.10% credit spread adjustment or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, (3) the Term SOFR rate that would be payable on such day for a Term SOFR rate loan with a one month interest period plus 1.00%, and (4) 1.00%.
Borrowings under the 2022 Term Loan Facility bear interest, at our option, at a rate equal to a margin over either (a) Term SOFR for the interest period relevant to such borrowing or (b) a base rate determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 0.50%, and (3) SOFR for a one month interest period plus 1.00%.
The margins for the Term Loan Facilities, the Revolving Facility, and the 2020 Revolving Facility are as follows:
| Base Rate Loans | SOFR Rate Loans | |||||||||||||||||||||||||
| 2024 Term Loan Facility | 0.00% | — | 0.60% | 0.75% | — | 1.60% | ||||||||||||||||||||
| 2020 Term Loan Facility | 0.00% | — | 0.65% | 0.80% | — | 1.65% | ||||||||||||||||||||
| 2022 Term Loan Facility, prior to amendment | 0.15% | — | 1.20% | 1.15% | — | 2.20% | ||||||||||||||||||||
| 2022 Term Loan Facility, as amended | 0.00% | — | 0.60% | 0.75% | — | 1.60% | ||||||||||||||||||||
| Revolving Facility | 0.00% | — | 0.40% | 0.70% | — | 1.40% | ||||||||||||||||||||
| 2020 Revolving Facility | 0.00% | — | 0.45% | 0.75% | — | 1.45% | ||||||||||||||||||||
In addition to paying interest on outstanding principal, we are required to pay certain facility and unused commitment fees. Under the Credit Facility, we are required to pay a facility fee ranging from 0.10% to 0.30%. We are also required to pay customary letter of credit fees.
Prepayments and Amortization
No principal reductions are required under the Credit Facility or the 2022 Term Loan Facility. We are permitted to voluntarily repay amounts outstanding under the 2024 Term Loan Facility at any time without premium or penalty, subject to certain minimum amounts and the payment of customary “breakage” costs with respect to Term SOFR loans. After June 22, 2024, we are also permitted to voluntarily repay amounts outstanding under the 2022 Term Loan Facility without premium or penalty. Once repaid, no further borrowings will be permitted under the Term Loan Facilities.
Loan Covenants
The Credit Facility and the 2022 Term Loan Facility contain certain customary affirmative and negative covenants and events of default. Such covenants will, among other things, restrict, subject to certain exceptions, our ability and that of our subsidiaries to (i) engage in certain mergers, consolidations, or liquidations, (ii) sell, lease, or transfer all or substantially all of our respective assets, (iii) engage in certain transactions with affiliates, (iv) make changes to our fiscal year, (v) make changes in the nature of our business and our subsidiaries, and (vi) enter into certain burdensome agreements.
The Credit Facility and the 2022 Term Loan Facility also require us, on a consolidated basis with our subsidiaries, to maintain a (i) maximum total leverage ratio, (ii) maximum secured leverage ratio, (iii) maximum unencumbered leverage ratio, (iv) minimum fixed charge coverage ratio, and (v) minimum unsecured interest coverage ratio. If an event of default occurs, the lenders under the Credit Facility and the 2022 Term Loan Facility are entitled to take various actions, including the acceleration of amounts due thereunder. On September 9, 2024, we amended the 2022 Term Loan Facility to change the definition of “Total Asset Value” to conform with the new Credit Facility and to remove the “Maximum Secured Leverage Ratio” financial covenant.
Guarantees
The obligations under the Credit Facility and the 2022 Term Loan Facility are guaranteed on a joint and several basis by INVH and two of its wholly owned subsidiaries, the General Partner, and IH Merger Sub.
Debt Maturities Schedule
The following table summarizes the contractual maturities of our debt as of December 31, 2025:
| Year | Secured Debt | Unsecured Notes | Term Loan Facilities(1)(2) | Revolving Facility(1)(3) | Total | |||||||||||||||||||||||||||
| 2026 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||
| 2027 | 988,013 | — | — | — | 988,013 | |||||||||||||||||||||||||||
| 2028 | — | 750,000 | 2,475,000 | 145,000 | 3,370,000 | |||||||||||||||||||||||||||
2029 | — | — | — | — | — | |||||||||||||||||||||||||||
2030 | 450,000 | 450,000 | ||||||||||||||||||||||||||||||
| Thereafter | 400,386 | 3,250,000 | — | — | 3,650,386 | |||||||||||||||||||||||||||
| Total | 1,388,399 | 4,450,000 | 2,475,000 | 145,000 | 8,458,399 | |||||||||||||||||||||||||||
| Less: deferred financing costs, net | (3,758) | (27,435) | (23,015) | — | (54,208) | |||||||||||||||||||||||||||
| Less: unamortized debt discount | (527) | (23,644) | — | — | (24,171) | |||||||||||||||||||||||||||
| Total | $ | 1,384,114 | $ | 4,398,921 | $ | 2,451,985 | $ | 145,000 | $ | 8,380,020 | ||||||||||||||||||||||
(1)If we exercise the two six month extension options, the maturity date for the 2024 Term Loan Facility and the Revolving Facility will be September 9, 2029.
(2)If we exercise the two one year extension options, the maturity date for the 2022 Term Loan Facility will be April 28, 2030.
(3)Deferred financing costs related to the Revolving Facility are classified in other assets, net (see Note 6).
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 29, 2018 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.