Invitation Homes Inc.INVH
Invitation Homes Inc. Stock Compensation Disclosure
Share-Based Compensation
Our board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the Omnibus Incentive Plan, we may issue up to 16,000,000 shares of common stock.
Share-based awards in connection with our annual long term incentive plan (“LTIP”) may be issued in the form of time vesting, performance based vesting, and/or market based vesting RSUs or, in certain cases, LTIP OP Units. Historically, we also issued Outperformance Awards (defined below). Time-vesting RSUs are participating securities for EPS purposes, and PRSUs and Outperformance Awards are not.
Share-Based Awards
The following summarizes our share-based award activity during the years ended December 31, 2025, 2024, and 2023.
Annual LTIP:
•Annual LTIP Awards Granted: During the years ended December 31, 2025, 2024, and 2023, we granted 938,979, 810,615, and 776,492, RSUs, respectively. During the year ended December 31, 2025, we granted 207,173 LTIP OP Units pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market-based vesting conditions, and/or performance-based vesting conditions, each of which is subject to continued employment through the applicable vesting date.
Time-vesting RSUs and LTIP OP Units vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).
All of the LTIP awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules.
•PRSU Results: During the year ended December 31, 2025, certain PRSUs did not achieve performance criteria, resulting in the cancellation of 281,588 awards. Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below. During the years ended December 31, 2024 and 2023, certain LTIP PRSUs vested and achieved performance in excess of the target level, resulting in the issuance of an additional 193,615 and 188,001 shares of common stock, respectively. Such awards are reflected as an increase in the number of awards granted and vested in the table below.
Other Award Activity:
•Retention Awards: During the year ended December 31, 2025, we granted 73,508 employment awards in the form of time-vesting RSUs that vest in two equal installments based on the third and fourth anniversary of the grant date.
During the year ended December 31, 2023, we granted 56,562 employment awards, respectively, in the form of time-vesting RSUs that vest in three equal annual installments based on an anniversary date of the grant date.
•Director Awards: During the year ended December 31, 2025, we granted 50,256 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2026 annual stockholders meeting, subject to continued service on the board of directors through that date. During the years ended December 31, 2024 and 2023, INVH issued 51,372 and 50,895 time-vesting RSUs, which fully vested on the dates of INVH’s 2025 and 2024 annual stockholders meetings, respectively.
•Modifications: On February 1, 2023, the vesting conditions of certain outstanding equity awards with a pre-modification aggregate fair value of $3,741 were modified, resulting in an incremental $309 of share-based compensation expense over the remaining service period. During the year ended December 31, 2023, $1,941 of previously recognized share-based compensation expense with respect to these awards was reversed, and we began amortizing the modified fair value over the remaining service period.
Outperformance Awards
On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs (the “2022 Outperformance Awards” and together with the 2019 outperformance program, the “Outperformance Awards”). The 2022 Outperformance Awards included market based vesting conditions related to rigorous absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2025. The 2022 Outperformance Awards provided that upon completion of 75% of the performance period, or June 30, 2024 (the “Interim Measurement Date”), performance achieved as of the Interim Measurement Date was calculated consistent with the award terms. To the extent performance through the Interim Measurement Date resulted in a payout if the performance period had ended on that date, a minimum of 50% of such hypothetical payout amount is guaranteed as a minimum level payout for
the full performance period, so long as certain minimum levels of relative TSR are achieved for the full performance period. As of the Interim Measurement Date, the relative TSR component of the 2022 Outperformance Awards was calculated at maximum achievement, while the absolute TSR component was below threshold. As such, overall performance as of the Interim Measurement Date resulted in a 50% payout of the 2022 Outperformance Awards, or a guaranteed minimum payout of 25%, provided that certain minimum levels of relative TSR were achieved for the full performance period. The final award achievement is equal to the greater of the payouts determined based on the Interim Measurement Date and actual performance through March 31, 2025.
In April 2025, upon completion of the performance period, the absolute and relative TSR components were separately calculated, and the Compensation Committee certified achievement of the absolute TSR at 0% and the relative TSR at 50% based on achievement as of the Interim Measurement Date, as compared to actual relative TSR achievement of 42%. The number of earned 2022 Outperformance Awards was then determined based on the earned dollar value of the awards (overall 25% achievement) and the closing stock price on the performance certification date, resulting in 177,336 earned RSUs and 256,858 earned LTIP OP Units. Earned awards vested 50% on the certification date in April 2025, and the remaining 50% will vest on March 31, 2026, subject to continued employment. During the year ended December 31, 2025, 6,327 earned RSUs and 25,446 earned LTIP OP Units were forfeited.
The estimated fair value of 2022 Outperformance Awards that fully vested at the certification date was an aggregate $8,500. The aggregate $17,100 grant-date fair value of the 2022 Outperformance Awards that were earned was determined based on a Monte-Carlo option pricing model which estimated the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period.
Summary of Total Share-Based Awards
The following table summarizes activity related to share-based awards, other than Outperformance Awards, during the years ended December 31, 2025, 2024, and 2023:
| Time-Vesting Awards | Performance and/or Market Vesting Awards | Total Share-Based Awards(1) | ||||||||||||||||||||||||||||||||||||
| Number | Weighted Average Grant Date Fair Value (Actual $) | Number | Weighted Average Grant Date Fair Value (Actual $) | Number | Weighted Average Grant Date Fair Value (Actual $) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 509,872 | $ | 34.54 | 1,211,571 | $ | 32.08 | 1,721,443 | $ | 32.81 | |||||||||||||||||||||||||||||
| Granted | 350,949 | 31.67 | 721,001 | 30.51 | 1,071,950 | 30.89 | ||||||||||||||||||||||||||||||||
Vested(2) | (220,208) | (33.06) | (505,933) | (31.54) | (726,141) | (32.00) | ||||||||||||||||||||||||||||||||
| Forfeited / canceled | (29,894) | (34.14) | (61,697) | (31.22) | (91,591) | (32.17) | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 610,719 | 33.44 | 1,364,942 | 31.48 | 1,975,661 | 32.09 | ||||||||||||||||||||||||||||||||
| Granted | 316,540 | 34.71 | 739,062 | 34.24 | 1,055,602 | 34.38 | ||||||||||||||||||||||||||||||||
Vested(2) | (268,193) | (32.69) | (625,315) | (28.84) | (893,508) | (30.00) | ||||||||||||||||||||||||||||||||
| Forfeited / canceled | (27,678) | (35.29) | (31,988) | (32.68) | (59,666) | (33.89) | ||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | 631,388 | 34.32 | 1,446,701 | 34.01 | 2,078,089 | 34.10 | ||||||||||||||||||||||||||||||||
| Granted | 560,232 | 33.87 | 709,684 | 42.45 | 1,269,916 | 38.66 | ||||||||||||||||||||||||||||||||
Vested(2) | (365,352) | (34.97) | (129,255) | (34.81) | (494,607) | (34.93) | ||||||||||||||||||||||||||||||||
| Forfeited / canceled | (83,444) | (33.61) | (535,128) | (36.50) | (618,572) | (36.11) | ||||||||||||||||||||||||||||||||
Balance, December 31, 2025 | 742,824 | $ | 33.74 | 1,492,002 | $ | 37.06 | 2,234,826 | $ | 35.96 | |||||||||||||||||||||||||||||
(1)Total share-based awards excludes Outperformance Awards.
(2)Vested share-based awards issued in shares of common stock are included in basic EPS for the periods after each award’s vesting date, and vested share-based awards issued in the form LTIP OP Units are included as a component of non-controlling interest for the periods after each award’s vesting date. The estimated aggregate fair value of share-based awards that fully vested during the years ended December 31, 2025, 2024, and 2023 was $20,457, $28,207, and $23,265, respectively. During the years ended December 31, 2025, 2024, and 2023, 12,202, 112, and 5,306, RSUs, respectively, were accelerated pursuant to the terms and conditions of the Omnibus Incentive Plan and related award agreements.
Grant-Date Fair Values
The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models for such awards granted or modified during the years ended December 31, 2025, 2024, and 2023:
| For the Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
Expected volatility(1) | 20.1% — 24.5% | 20.7% — 24.6% | 20.5% — 30.0% | |||||||||||||||||
| Risk-free rate | 3.91% | 4.25% | 4.31% — 4.62% | |||||||||||||||||
| Expected holding period (years) | 2.83 | 2.83 | 1.00 - 2.84 | |||||||||||||||||
(1)Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index.
Summary of Total Share-Based Compensation Expense
During the years ended December 31, 2025, 2024, and 2023, we recognized share-based compensation expense as follows:
For the Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| General and administrative | $ | 21,411 | $ | 22,088 | $ | 22,540 | ||||||||||||||
| Property management expense | 6,419 | 5,830 | 6,963 | |||||||||||||||||
| Total | $ | 27,830 | $ | 27,918 | $ | 29,503 | ||||||||||||||
As of December 31, 2025, there is $32,829 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 1.77 years.
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 Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.