--- ticker: INVH company: INVH filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 3 risks_removed: 1 risks_modified: 20 risks_unchanged: 48 source: SEC EDGAR url: https://riskdiff.com/invh/2026-vs-2025/ markdown_url: https://riskdiff.com/invh/2026-vs-2025/index.md generated: 2026-06-01 --- # INVH: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 3 | | Risks removed | 1 | | Risks modified | 20 | | Unchanged | 48 | --- ## New in Current Filing: Our reliance on a limited number of third-party digital marketing and lead-generation platforms, including a single dominant platform, exposes us to significant business, financial, and operational risk. We rely heavily on third-party digital marketing and residential listing platforms to generate leasing leads for our homes. A substantial portion of prospective residents are introduced to our properties through a single, widely used third-party platform that plays a significant role in resident search behavior and lead origination. As a result, our ability to attract residents, maintain occupancy levels, and efficiently lease our homes is materially dependent on the continued effectiveness, availability, and commercial terms of that platform. Our reliance on this platform subjects us to risks largely outside of our control, including changes in pricing, algorithms, listing prioritization, data access, advertising formats, contractual terms, or policies governing the display or distribution of our listings. Any adverse changes to these factors could reduce lead volume or quality, increase our marketing and customer acquisition costs, or impair our ability to convert prospects into residents, any of which could materially and adversely affect our operating results and cash flows. In addition, the platform may prioritize its own interests or those of competitors, including by favoring certain listings, business models, or service offerings, or by entering into strategic relationships that disadvantage us. We generally do not control how prospective residents interact with or are directed by the platform, and we may have limited ability to influence changes that negatively impact our visibility or performance. Our dependence on this platform also exposes us to operational and reputational risks arising from service disruptions, system outages, cybersecurity incidents, data integrity issues, or reputational harm suffered by the platform itself. Any interruption in the platform's operations or loss of consumer trust could materially reduce leasing activity for our homes. While we seek to diversify our marketing channels and invest in alternative lead-generation strategies, there can be no assurance that we will be able to do so effectively or on commercially reasonable terms, or that alternative channels would generate comparable lead volume or efficiency. If our relationship with this platform were terminated, materially altered, or became significantly more costly or less effective, we may not be able to replace the lost leads in a timely or cost-effective manner, which could have a material adverse effect on our business, financial condition, results of operations, and ability to execute our growth strategy. --- ## New in Current Filing: Our expansion into land development and home construction activities exposes us to additional operational and real estate risks, which may adversely affect our financial condition, cash flows, and operating results. As part of our growth strategy, we completed the acquisition of ResiBuilt and expanded our platform to engage in the development and construction of single-family rental homes and communities, including through build-to-rent development and third-party fee-building arrangements. These activities involve substantial up-front costs, operational complexity, and execution risk, and require us to successfully manage land acquisition strategies, construction processes, and development timelines before homes are available for rent and to generate income. Our development and construction strategy may also be restricted by governmental regulations and zoning requirements that limit the locations, density, or types of homes we are able to build. Building rental homes and rental communities also involves significant risks to our business, such as delays or cost increases due to changes in or failure to meet regulatory requirements, including permitting and zoning regulations, failure of lease rentals on newly-constructed properties to achieve anticipated investment returns, inclement weather, adverse site selection, unforeseen site conditions or shortages of suitable land, construction materials, and labor, and other risks. We may be unable to build new rental homes and rental communities that generate acceptable returns, and, as a result, our growth and results of operations may be adversely impacted. The successful integration of ResiBuilt's operations, personnel, systems, and development pipeline into our organization is subject to execution risk. We may encounter challenges in retaining key personnel, aligning development standards and processes, managing increased operational scale, or realizing anticipated benefits from the acquisition. If we are unable to effectively integrate these operations or manage expanded development activities, our growth strategy, results of operations, and cash flows could be adversely affected. Although the ResiBuilt acquisition includes options to acquire approximately 1,500 lots, no land was acquired in the transaction, and there can be no assurance that we will exercise these options on favorable terms, if at all. The availability, timing, and economics of future lot acquisitions remain subject to market conditions, entitlement risk, competition with other homebuilders and land buyers, inflation in land prices, zoning and density restrictions, and other regulatory approvals, many of which are outside of our control. If we are unable to secure suitable lots at acceptable prices, exercise lot options on favorable terms, or experience delays in land acquisition or development, the number of homes we are able to construct and lease, or the scale of our development activities, could be limited, which could adversely affect our growth, financial condition, cash flows, and results of operations. --- ## New in Current Filing: Our developer lending program exposes us to additional credit, construction, operational, and valuation risks that could adversely affect our financial condition, cash flows, and operating results. We have launched a developer lending program pursuant to which we provide financing to experienced homebuilders for the development of single-family rental communities that may serve as future acquisition opportunities. Construction and development lending subjects us to risks that differ from those associated with our traditional acquisition activities, including the risk that borrowers may be unable to complete projects on schedule or within budget, experience financial distress, or default on their obligations. We are dependent on the financial strength, operational capacity, and performance of third-party developers, and our exposure may be concentrated among a limited number of borrowers, amplifying these risks. Construction and development financing presents inherent uncertainty in estimating project costs, timelines, and values upon completion. Projects may be delayed, exceed budget, or fail to achieve expected performance due to changes in housing demand, labor and material costs, permitting requirements, weather conditions, or other factors beyond our control. Loans on land under development pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral. These risks can be significantly impacted by supply and demand. Construction loans also require active and ongoing monitoring, including cost reviews and on-site inspections, which are complex and costly. 31 31 31 31 31 31 Additionally, there can be no assurance that we will acquire any financed communities on favorable terms or at all. If these risks materialize, we may experience loan losses, reduced returns, or adverse effects on our financial condition, cash flows, and operating results. --- ## No Match in Current: Even if we qualify to be subject to United States federal income tax as a REIT, we could be subject to tax on any unrealized net built-in gains in certain assets. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* As part of our pre-IPO reorganization transactions, we acquired certain appreciated assets that were held (directly or indirectly) in part by one or more C corporations in transactions in which the adjusted tax basis of the assets in our hands is determined by reference to the adjusted basis of such assets in the hands of such C corporations. If we dispose of any such appreciated assets during the five-year period following the date we acquired those assets, we will be subject to United States federal income tax on the portion of such gain attributable to such C corporations at the highest corporate tax rates to the extent of the excess of the fair market value of such assets on the date that we acquired those assets over the adjusted tax basis of such assets on such date, which are referred to as built-in gains. Further, such built-in gains may also be subject to certain state income taxes, for a length of time equal to or exceeding the federal five-year period. We would be subject to this tax liability even if we qualify and maintain our status as a REIT. Any recognized built-in gain will retain its character as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement. Any tax on the recognized built-in gain will reduce REIT taxable income. We may choose not to sell in a taxable transaction appreciated assets we might otherwise sell during the period in which the built-in gain tax applies to avoid the built-in gain tax. However, there can be no assurances that such a taxable transaction will not occur. If we sell such assets in a taxable transaction, the amount of corporate tax that we will pay will vary depending on the actual amount of net built-in gain or loss present in those assets as of the time we acquired those assets and the portion of such assets which were held by C corporations prior to their contribution to us. --- ## Modified: If we do not maintain our qualification as a REIT, we will be subject to tax as a regular domestic corporation and could face a substantial tax liability. **Key changes:** - Reworded sentence: "Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT including proposals and potential legislative initiatives targeted at institutional owners of single-family rental housing that could limit, condition, or eliminate tax benefits integral to REIT qualification or operations, such as depreciation or the deductibility of interest, or otherwise alter the tax treatment or requirements applicable to REITs." **Prior (2025):** We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT and that our current organization and proposed method of operation enable us to continue to qualify as a REIT. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist, and we cannot assure you that we qualify or that we will remain qualified as a REIT. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership, and other requirements on a continuing basis, and even a technical or inadvertent violation of these requirements could jeopardize our REIT qualification. In addition, our qualification as a REIT may depend upon the qualification as a REIT of certain subsidiary entities of our investments in unconsolidated joint ventures that have also elected to be treated as a REIT. Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year, and we do not qualify for relief under applicable statutory provisions, then: •we would be taxed as a regular domestic corporation (a "C corporation"), which under current laws means, among other things, being unable to deduct distributions to stockholders in computing taxable income and being subject to United States federal income tax on our taxable income at regular corporate income tax rates; •any resulting tax liability could be substantial and could have a material adverse effect on our book value; •we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; •we could be subject to increased state and local taxes; and •we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years. 46 46 46 46 46 46 **Current (2026):** We believe that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT and that our current organization and proposed method of operation enable us to continue to qualify as a REIT. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist, and we cannot assure you that we qualify or that we will remain qualified as a REIT. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership, and other requirements on a continuing basis, and even a technical or inadvertent violation of these requirements could jeopardize our REIT qualification. In addition, our qualification as a REIT may depend upon the qualification as a REIT of certain subsidiary entities of our investments in unconsolidated joint ventures that have also elected to be treated as a REIT. Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT including proposals and potential legislative initiatives targeted at institutional owners of single-family rental housing that could limit, condition, or eliminate tax benefits integral to REIT qualification or operations, such as depreciation or the deductibility of interest, or otherwise alter the tax treatment or requirements applicable to REITs. If we fail to qualify as a REIT in any tax year, and we do not qualify for relief under applicable statutory provisions, then: •we would be taxed as a regular domestic corporation (a "C corporation"), which under current laws means, among other things, being unable to deduct distributions to stockholders in computing taxable income and being subject to United States federal income tax on our taxable income at regular corporate income tax rates; •any resulting tax liability could be substantial and could have a material adverse effect on our book value; •we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; •we could be subject to increased state and local taxes; and •we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years. 50 50 50 50 50 50 --- ## Modified: Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition. **Key changes:** - Reworded sentence: "46 46 46 46 46 46 For example, our secured debt requires, among other things, that a cash management account controlled by the lender collect all rents and cash generated by the properties securing the portfolio." - Reworded sentence: "These covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our stockholders." **Prior (2025):** Our existing debt agreements contain, and future debt agreements may contain, financial and/or operating covenants including, among other things, certain coverage ratios, as well as limitations on the ability to incur additional secured and unsecured debt, and/or otherwise affect our distribution and operating policies. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. A default under one of our debt agreements could result in a cross-default under other debt agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral, and enforce their respective interests against existing collateral. As a result, a default under applicable debt covenants could have an adverse effect on our financial condition or results of operations. Additionally, borrowing base requirements associated with our financing arrangements may prevent us from drawing upon our total maximum capacity under these financing arrangements if sufficient collateral, in accordance with our facility agreements, is not available. For example, our mortgage loans and secured term loan require, among other things, that a cash management account controlled by the lender collect all rents and cash generated by the properties securing the portfolio. Upon the occurrence of an event of default or failure to satisfy the required minimum debt yield or debt service coverage ratio, the lender may apply any excess cash in such cash management account as the lender elects, including prepayment of principal and amounts due under the loans. 42 42 42 42 42 42 These covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our stockholders. Further, such restrictions could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for United States federal income tax purposes. **Current (2026):** Our existing debt agreements contain, and future debt agreements may contain, financial and/or operating covenants including, among other things, certain coverage ratios, as well as limitations on the ability to incur additional secured and unsecured debt, and/or otherwise affect our distribution and operating policies. These covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any of the covenants in these debt agreements are breached and not cured within the applicable cure period, we could be required to repay the debt immediately, even in the absence of a payment default. A default under one of our debt agreements could result in a cross-default under other debt agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral, and enforce their respective interests against existing collateral. As a result, a default under applicable debt covenants could have an adverse effect on our financial condition or results of operations. Additionally, borrowing base requirements associated with our financing arrangements may prevent us from drawing upon our total maximum capacity under these financing arrangements if sufficient collateral, in accordance with our facility agreements, is not available. 46 46 46 46 46 46 For example, our secured debt requires, among other things, that a cash management account controlled by the lender collect all rents and cash generated by the properties securing the portfolio. Upon the occurrence of an event of default or failure to satisfy the required minimum debt yield or debt service coverage ratio, the lender may apply any excess cash in such cash management account as the lender elects, including prepayment of principal and amounts due under the loans. These covenants may restrict our ability to engage in transactions that we believe would otherwise be in the best interests of our stockholders. Further, such restrictions could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for United States federal income tax purposes. --- ## Modified: We may be unable to obtain financing through the debt and equity markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations. **Key changes:** - Reworded sentence: "Our inability to obtain financing could have 45 45 45 45 45 45 negative effects on our business." - Reworded sentence: "Our access to additional third-party sources of financing will depend, in part, on: •fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions; •the market's perception of our growth potential; •with respect to acquisition financing, the market's perception of the value of the homes to be acquired; •our current debt levels; •our current and expected future earnings; •our cash flow and cash distributions; and •the market price of our common stock." **Prior (2025):** We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. Our inability to obtain financing could have negative effects on our business. Among other things, we could have difficulty acquiring, re-developing or maintaining, our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our: (1) liquidity being adversely affected; (2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and principal payments or selling some of our assets on terms unfavorable to us to service our indebtedness; or (4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders. 41 41 41 41 41 41 Our access to additional third-party sources of financing will depend, in part, on: •fluctuating global and United States economic conditions, uncertainty in financial markets (including due to bank failures), and geopolitical tensions; •the market's perception of our growth potential; •with respect to acquisition financing, the market's perception of the value of the homes to be acquired; •our current debt levels; •our current and expected future earnings; •our cash flow and cash distributions; and •the market price of our common stock. Potential lenders may be unwilling or unable to provide us with financing that is attractive to us or may charge us prohibitively high fees in order to obtain financing. Consequently, there is uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms. Investment returns on our assets and our ability to make acquisitions could be adversely affected by our inability to secure financing on reasonable terms, if at all. **Current (2026):** We cannot assure you that we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. Our inability to obtain financing could have 45 45 45 45 45 45 negative effects on our business. Among other things, we could have difficulty acquiring, re-developing or maintaining, our properties, which would materially and adversely affect our business strategy and portfolio, and may result in our: (1) liquidity being adversely affected; (2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and principal payments or selling some of our assets on terms unfavorable to us to service our indebtedness; or (4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders. Our access to additional third-party sources of financing will depend, in part, on: •fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions; •the market's perception of our growth potential; •with respect to acquisition financing, the market's perception of the value of the homes to be acquired; •our current debt levels; •our current and expected future earnings; •our cash flow and cash distributions; and •the market price of our common stock. Potential lenders may be unwilling or unable to provide us with financing that is attractive to us or may charge us prohibitively high fees in order to obtain financing. Consequently, there is uncertainty regarding our ability to access the credit markets in order to attract financing on reasonable terms. Investment returns on our assets and our ability to make acquisitions could be adversely affected by our inability to secure financing on reasonable terms, if at all. --- ## Modified: Unoccupied homes could be difficult to lease, which could adversely affect our revenues. **Key changes:** - Reworded sentence: "Newly constructed homes acquired through our homebuilder partnerships or built through our ResiBuilt platform are typically delivered without residents in place." **Prior (2025):** The properties we acquire may often be vacant at the time of closing, and we may acquire multiple unoccupied homes in close geographic proximity to one another. We may not be successful in locating residents to lease the individual properties that we acquire as quickly as we had expected, or at all. Even if we are able to place residents as quickly as we had expected, we may incur vacancies in the future and may not be able to re-lease those properties without longer than assumed delays, which may result in increased renovation and maintenance costs and opportunity costs from lost revenues. Unoccupied homes may also be at risk for fraudulent activity which could impact our ability to lease a home. As a result, if vacancies continue for a longer period of time than we expect or indefinitely, we may suffer reduced revenues, incur additional operating expenses and capital expenditures, and our homes could be substantially impaired, all of which may have a material adverse effect on us. **Current (2026):** Newly constructed homes acquired through our homebuilder partnerships or built through our ResiBuilt platform are typically delivered without residents in place. These properties, as well as existing unoccupied homes we acquire, may remain vacant longer than anticipated, and we may own multiple unoccupied homes in close geographic proximity to one another. We may not be successful in locating residents to lease the individual properties that we acquire or build as quickly as we had expected, or at all. Even if we are able to place residents as quickly as we had expected, we may incur vacancies in the future and may not be able to re-lease those properties without longer than assumed delays, which may result in increased renovation and maintenance costs and opportunity costs from lost revenues. Unoccupied homes may also be at risk for fraudulent activity which could impact our ability to lease a home. As a result, if vacancies continue for a longer period of time than we expect or indefinitely, we may suffer reduced revenues, incur additional operating expenses and capital expenditures, and our homes could be substantially impaired, all of which may have a material adverse effect on us. --- ## Modified: Eminent domain could lead to material losses on our investments in our properties. **Prior (2025):** Governmental authorities may exercise eminent domain to acquire the land on which our properties are built in order to build roads and other infrastructure. Any such exercise of eminent domain would allow us to recover only the fair value of the affected properties. In addition, "fair value" could be substantially less than the real market value of the property for a number of years, and we could effectively have no profit potential from properties acquired by the government through eminent domain. **Current (2026):** Governmental authorities may exercise eminent domain to acquire the land on which our properties are built in order to build roads and other infrastructure. Any such exercise of eminent domain would allow us to recover only the fair value of the affected properties. In addition, "fair value" could be substantially less than the real market value of the property for a number of years, and we could effectively have no profit potential from properties acquired by the government through eminent domain. 40 40 40 40 40 40 --- ## Modified: We are subject to certain risks associated with bulk portfolio acquisitions and dispositions. **Key changes:** - Reworded sentence: "When we purchase properties in bulk, or if we were to acquire properties through an auction process, we often do not have the opportunity to conduct interior inspections or conduct more than cursory exterior inspections on a portion of the properties, if at all." - Removed sentence: "With respect to auction process acquisitions, allegations of deficiencies in auction practices could result in claims challenging the validity of some auctions, potentially placing our claim of ownership to the properties at risk." - Reworded sentence: "If we conclude that certain individual properties purchased in bulk portfolio sales do not fit our target 30 30 30 30 30 30 investment criteria, we may decide to sell, rather than renovate and lease, such properties, which could take an extended period of time and may not result in a sale at an attractive price." **Prior (2025):** We have acquired and disposed of, and may continue to acquire and dispose of, properties we acquire or sell in bulk from or to other owners of single-family homes, banks, and loan servicers. When we purchase properties in bulk or through an auction process, we often do not have the opportunity to conduct interior inspections or conduct more than cursory exterior inspections on a portion of the properties, if at all. Such inspection processes may fail to reveal major defects associated with 27 27 27 27 27 27 such properties, which may cause the amount of time and cost required to renovate and/or maintain such properties to substantially exceed our estimates. The costs involved in locating and performing due diligence (when feasible) on portfolios of homes as well as negotiating and entering into transactions with potential portfolio sellers could be significant, and there is a risk that either the seller may withdraw from the entire transaction for failure to come to an agreement or the seller may not be willing to sell us the bulk portfolio on terms that we view as favorable. In addition, a seller may require that a group of homes be purchased as a package even though we may not want to purchase certain individual assets in the bulk portfolio. Bulk portfolio acquisitions are also more complex than single-family home acquisitions, and we may not be able to implement this strategy successfully. With respect to auction process acquisitions, allegations of deficiencies in auction practices could result in claims challenging the validity of some auctions, potentially placing our claim of ownership to the properties at risk. Upon acquiring a new home, we may have to evict residents who are in unlawful possession before we can secure possession and control of the home. Moreover, to the extent the management and leasing of such properties has not been consistent with our property management and leasing standards, we may be subject to a variety of risks, including risks relating to the condition of the properties, the credit quality and employment stability of the residents, and compliance with applicable laws, among others. In addition, financial and other information provided to us regarding such portfolios during our due diligence may be inaccurate, and we may not discover such inaccuracies until it is too late to seek remedies against such sellers. To the extent we pursue such remedies, we may not be able to successfully prevail against the seller in an action seeking damages for such inaccuracies. If we conclude that certain individual properties purchased in bulk portfolio sales do not fit our target investment criteria, we may decide to sell, rather than renovate and lease, such properties, which could take an extended period of time and may not result in a sale at an attractive price. From time to time we engage in bulk portfolio dispositions of properties consistent with our business and investment strategy. With respect to any such disposition, the purchaser may default on payment or otherwise breach the terms of the relevant purchase agreement, and it may be difficult for us to pursue remedies against such purchaser or retain or resume possession of the relevant properties. To the extent we pursue such remedies, we may not be able to successfully prevail against the purchaser. **Current (2026):** We have acquired and disposed of, and may continue to acquire and dispose of, properties we acquire or sell in bulk from or to other owners of single-family homes, banks, and loan servicers. When we purchase properties in bulk, or if we were to acquire properties through an auction process, we often do not have the opportunity to conduct interior inspections or conduct more than cursory exterior inspections on a portion of the properties, if at all. Such inspection processes may fail to reveal major defects associated with such properties, which may cause the amount of time and cost required to renovate and/or maintain such properties to substantially exceed our estimates. The costs involved in locating and performing due diligence (when feasible) on portfolios of homes as well as negotiating and entering into transactions with potential portfolio sellers could be significant, and there is a risk that either the seller may withdraw from the entire transaction for failure to come to an agreement or the seller may not be willing to sell us the bulk portfolio on terms that we view as favorable. In addition, a seller may require that a group of homes be purchased as a package even though we may not want to purchase certain individual assets in the bulk portfolio. Bulk portfolio acquisitions are also more complex than single-family home acquisitions, and we may not be able to implement this strategy successfully. Upon acquiring a new home, we may have to evict residents who are in unlawful possession before we can secure possession and control of the home. Moreover, to the extent the management and leasing of such properties has not been consistent with our property management and leasing standards, we may be subject to a variety of risks, including risks relating to the condition of the properties, the credit quality and employment stability of the residents, and compliance with applicable laws, among others. In addition, financial and other information provided to us regarding such portfolios during our due diligence may be inaccurate, and we may not discover such inaccuracies until it is too late to seek remedies against such sellers. To the extent we pursue such remedies, we may not be able to successfully prevail against the seller in an action seeking damages for such inaccuracies. If we conclude that certain individual properties purchased in bulk portfolio sales do not fit our target 30 30 30 30 30 30 investment criteria, we may decide to sell, rather than renovate and lease, such properties, which could take an extended period of time and may not result in a sale at an attractive price. From time to time we engage in bulk portfolio dispositions of properties consistent with our business and investment strategy. With respect to any such disposition, the purchaser may default on payment or otherwise breach the terms of the relevant purchase agreement, and it may be difficult for us to pursue remedies against such purchaser or retain or resume possession of the relevant properties. To the extent we pursue such remedies, we may not be able to successfully prevail against the purchaser. --- ## Modified: Failure to hedge effectively against interest rate increases may adversely affect our results of operations and our ability to make distributions to our stockholders. **Key changes:** - Reworded sentence: "Borrowings under our debt instruments totaling $2,620.0 million as of December 31, 2025, bear interest at variable rates and expose us to interest rate risk." - Reworded sentence: ""Management's Discussion and Analysis of Financial Condition and 47 47 47 47 47 47 Results of Operations - Liquidity and Capital Resources" for more information), each 100 bps increase or decrease on our floating rate indebtedness would result in an estimated increase or decrease of $5.2 million in annual interest expense." **Prior (2025):** Borrowings under our debt instruments totaling $3,045.0 million as of December 31, 2024, bear interest at variable rates and expose us to interest rate risk. Following a series of increases to combat inflation beginning in March 2022, the United States Federal Reserve began reducing short-term interest rates in September 2024. However, despite these reductions, long-term interest rates have remained elevated, driven by broader market factors. Elevated interest rates could lead to the increases in debt service obligations on our variable rate indebtedness even though the amount borrowed remained the same, and our earnings and cash flows could correspondingly decrease. After giving effect to our interest rate swap agreements (see Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and 43 43 43 43 43 43 Capital Resources" for more information), each 100 bps increase or decrease on our floating rate indebtedness would result in an estimated increase or decrease of $7.2 million in annual interest expense. In connection with our debt instruments, we have obtained interest rate caps and swaps, and subject to complying with the requirements for REIT qualification, we may obtain in the future one or more additional forms of interest rate protection (in the form of swap agreements, interest rate cap contracts, or similar agreements) to hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our investments at times which may not permit us to receive an attractive return on our investments in order to meet our debt service obligations. The REIT provisions of the Code may also limit our ability to hedge effectively. See "Risks Related to our REIT Status and Certain Other Tax Items - Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities." **Current (2026):** Borrowings under our debt instruments totaling $2,620.0 million as of December 31, 2025, bear interest at variable rates and expose us to interest rate risk. Long-term interest rates remain elevated, driven by broader market factors. Elevated interest rates could lead to increases in debt service obligations on our variable rate indebtedness even though the amount borrowed remained the same, and our earnings and cash flows could correspondingly decrease. After giving effect to our interest rate swap agreements (see Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and 47 47 47 47 47 47 Results of Operations - Liquidity and Capital Resources" for more information), each 100 bps increase or decrease on our floating rate indebtedness would result in an estimated increase or decrease of $5.2 million in annual interest expense. In connection with our debt instruments, we have obtained interest rate caps and swaps, and subject to complying with the requirements for REIT qualification, we may obtain in the future one or more additional forms of interest rate protection (in the form of swap agreements, interest rate cap contracts, or similar agreements) to hedge against the possible negative effects of interest rate fluctuations. However, we cannot assure you that any hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our investments at times which may not permit us to receive an attractive return on our investments in order to meet our debt service obligations. The REIT provisions of the Code may also limit our ability to hedge effectively. See "Risks Related to our REIT Status and Certain Other Tax Items - Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities." --- ## Modified: Inflation and other macroeconomic factors could adversely affect our business and financial results. **Key changes:** - Reworded sentence: "General economic conditions in the United States have continued to fluctuate in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as fluctuating global and United States economic conditions (including interest rate volatility, political dissension, and labor market conditions)." **Prior (2025):** General economic conditions in the United States have fluctuated in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as fluctuating global and United States economic conditions (including elevated interest rates, political dissension, and labor shortfalls). Persistent inflation has adversely affected us by increasing the costs of products, materials, and labor needed to operate our business and could continue to adversely affect us in future periods. The effects of inflation on our financial condition and results of operations over the past few years are primarily related to increased operating costs for the procurement of goods and service, compensation of our associates, including benefits, and financing costs in the form of interest expense. Continued inflationary pressures could have a material impact on our results of operations in the future. In an inflationary environment, we may not be able to raise rents sufficiently to keep up with the rate of inflation. High levels of inflation may also negatively impact consumer income and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations. Actions by the government to stimulate the economy may increase the risk of significant inflation, which may also have an adverse impact on our business or financial results. Additionally, volatility in the financial markets and elevated interest rates could affect our ability to access the capital markets at a time when we desire, or need, to do so which could have an impact on our flexibility to pursue additional growth opportunities and maintain our desired level of revenue growth in the future. Mandated and proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions. If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock. **Current (2026):** General economic conditions in the United States have continued to fluctuate in recent quarters, and concerns persist regarding adverse macroeconomic conditions, such as fluctuating global and United States economic conditions (including interest rate volatility, political dissension, and labor market conditions). While inflationary pressures have moderated from prior peaks, they remain above historical norms and have adversely affected us by increasing the costs of products, materials, and labor needed to operate our business and could continue to adversely affect us in future periods. The effects of inflation on our financial condition and results of operations over the past few years are primarily related to increased operating costs for the procurement of goods and services, compensation of our associates, including benefits, and financing costs in the form 22 22 22 22 22 22 of interest expense. Continued inflationary pressures could have a material impact on our results of operations in the future. In an inflationary environment, we may not be able to raise rents sufficiently to keep up with the rate of inflation. High levels of inflation may also negatively impact consumer income and spending, among other factors, which may adversely impact our business, financial condition, cash flows, and results of operations. Actions by the government to stimulate the economy may increase the risk of significant inflation, which may also have an adverse impact on our business or financial results. Additionally, volatility in the financial markets and elevated interest rates could affect our ability to access the capital markets at a time when we desire, or need, to do so which could have an impact on our flexibility to pursue additional growth opportunities and maintain our desired level of revenue growth in the future. Mandated and proposed tariffs to be imposed by the United States on imports from certain countries and potential counter-tariffs in response could lead to increased costs and supply chain disruptions. If we are not able to navigate any such changes, they could have a material adverse effect on our business and results of operations, as well as on the price of our common stock. --- ## Modified: We may not be able to operate our business successfully or generate sufficient cash flows to make or sustain distributions to our stockholders. **Key changes:** - Reworded sentence: "Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors, including: •our ability to effectively manage construction, renovation, maintenance, marketing, and other operating costs for our properties, or delays in construction timelines; •economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general; •our ability to maintain high occupancy rates and target rent levels; •the availability of, and our ability to identify, attractive acquisition or land development opportunities consistent with our investment strategy; •our ability to compete with other investors entering the single-family rental industry and other developers of single-family rental homes and communities; 35 35 35 35 35 35 •costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, property taxes, insurance, HOA fees, and construction and renovation costs, including labor, materials, and supplies; •executive actions and legislative, regulatory, or policy initiatives, particularly those focused on institutional ownership and acquisition of single-family homes, that could limit our ability to acquire properties, impose additional compliance or operating requirements, or constrain pricing flexibility in certain markets; •judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rental rates; •reversal of population, employment, or homeownership trends in our markets; and •interest rate levels and volatility, which may affect the accessibility of short-term and long-term financing on desirable terms." **Prior (2025):** If we are unable to operate our business successfully, we would not be able to generate sufficient cash flow to make or sustain distributions to our stockholders, and stockholders could lose all or a portion of the value of their ownership in our common stock. Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors, including: •our ability to effectively manage renovation, maintenance, marketing, and other operating costs for our properties; •economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general; •our ability to maintain high occupancy rates and target rent levels; •the availability of, and our ability to identify, attractive acquisition opportunities consistent with our investment strategy; •our ability to compete with other investors entering the single-family rental industry; •costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, property taxes, insurance, and HOA fees; •judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rental rates; •reversal of population, employment, or homeownership trends in our markets; and •interest rate levels and volatility, which may affect the accessibility of short-term and long-term financing on desirable terms. In addition, we face significant competition in acquiring attractive properties on advantageous terms, and the value of the properties that we acquire may decline substantially after we purchase them. **Current (2026):** If we are unable to operate our business successfully, we would not be able to generate sufficient cash flow to make or sustain distributions to our stockholders, and stockholders could lose all or a portion of the value of their ownership in our common stock. Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors, including: •our ability to effectively manage construction, renovation, maintenance, marketing, and other operating costs for our properties, or delays in construction timelines; •economic conditions in our markets, including changes in employment and household earnings and expenses, as well as the condition of the financial and real estate markets and the economy, in general; •our ability to maintain high occupancy rates and target rent levels; •the availability of, and our ability to identify, attractive acquisition or land development opportunities consistent with our investment strategy; •our ability to compete with other investors entering the single-family rental industry and other developers of single-family rental homes and communities; 35 35 35 35 35 35 •costs that are beyond our control, including title litigation, litigation with residents or tenant organizations, legal compliance, property taxes, insurance, HOA fees, and construction and renovation costs, including labor, materials, and supplies; •executive actions and legislative, regulatory, or policy initiatives, particularly those focused on institutional ownership and acquisition of single-family homes, that could limit our ability to acquire properties, impose additional compliance or operating requirements, or constrain pricing flexibility in certain markets; •judicial and regulatory developments affecting landlord-tenant relations that may affect or delay our ability to dispossess or evict occupants or increase rental rates; •reversal of population, employment, or homeownership trends in our markets; and •interest rate levels and volatility, which may affect the accessibility of short-term and long-term financing on desirable terms. In addition, we face significant competition in acquiring attractive properties on advantageous terms, and the value of the properties that we acquire may decline substantially after we purchase them. --- ## Modified: We may not be able to effectively manage our growth, and any failure to do so may have an adverse effect on our business and operating results. **Key changes:** - Reworded sentence: "We have grown rapidly, assembling a portfolio of 86,192 owned homes as of December 31, 2025, providing property and asset management services to portfolio owners of single-family residential properties, and beginning to construct homes for ourselves and third parties." **Prior (2025):** Since commencing operations in 2012, we have grown rapidly, assembling a portfolio of 85,138 owned homes as of December 31, 2024 and providing property and asset management services to portfolio owners of single-family residential 22 22 22 22 22 22 properties. Our future operating results may depend on our ability to effectively manage our growth, which is dependent, in part, upon our ability to: •stabilize and manage an increasing number of properties and resident relationships across our geographically dispersed portfolio while maintaining a high level of resident satisfaction and building and enhancing our brand; •identify and supervise a number of suitable third parties on which we rely to provide certain services outside of property management to our properties; •attract, integrate, and retain new management and operations associates; and •continue to improve our operational and financial controls and reporting procedures and systems. We can provide no assurance that we will be able to manage our properties or grow our business efficiently or effectively, or without incurring significant additional expenses. Any failure to do so may have an adverse effect on our business and operating results. **Current (2026):** We have grown rapidly, assembling a portfolio of 86,192 owned homes as of December 31, 2025, providing property and asset management services to portfolio owners of single-family residential properties, and beginning to construct homes for ourselves and third parties. Our future operating results may depend on our ability to effectively manage our growth, which is dependent, in part, upon our ability to: •stabilize and manage an increasing number of properties and resident relationships across our geographically dispersed portfolio while maintaining a high level of resident satisfaction and building and enhancing our brand; •identify and supervise a number of suitable third parties on which we rely to provide certain services outside of property management to our properties; •attract, integrate, and retain new management and operations associates; and •continue to improve our operational and financial controls and reporting procedures and systems. We can provide no assurance that we will be able to manage our properties or grow our business efficiently or effectively, or without incurring significant additional expenses. Any failure to do so may have an adverse effect on our business and operating results. --- ## Modified: We face significant competition in the leasing market for quality residents, which may limit our ability to lease the single-family homes we own and manage on favorable terms. **Key changes:** - Reworded sentence: "Additionally, we may fail to receive certain government subsidies or assistance that we have received in the past, and federal and state legislative or regulatory initiatives could limit or restrict the availability of such subsidies or assistance for our properties, while some competing housing options may qualify for such government subsidies or assistance, which could make the properties of our competitors more accessible and attractive to potential residents than our properties." - Reworded sentence: "26 26 26 26 26 26 In addition, increases in unemployment levels and other adverse changes in economic conditions in our markets may adversely affect the creditworthiness of potential residents, which may decrease the overall number of qualified residents for our properties within such markets." - Reworded sentence: "Continuing development of apartment buildings, condominium units, and single-family rental communities in many of our markets will increase the supply of housing and exacerbate competition for residents." **Prior (2025):** We depend on rental income from residents for substantially all of our revenues. As a result, our success depends in large part upon our ability to attract and retain qualified residents for our owned and managed properties. We face competition for residents from other lessors of single-family properties, apartment buildings, and condominium units. Competing properties may be newer, better located, and more attractive to residents. Potential competitors may have lower rates of occupancy than we do or may have superior access to capital and other resources, which may result in competing owners more easily locating residents and leasing available housing at lower rental rates than we might offer at our homes. Many of these competitors may successfully attract residents with better incentives and amenities, which could adversely affect our ability to obtain quality residents and lease our single-family properties on favorable terms. Additionally, we may fail to receive certain subsidies that we have received in the past, while some competing housing options may qualify for such government subsidies or other government subsidies, which may render the properties of our competitors as more accessible and therefore more attractive than our properties. This competition may affect our ability to attract and retain residents and may reduce the rental rates we are able to charge. In addition, increases in unemployment levels and other adverse changes in economic conditions in our markets may adversely affect the creditworthiness of potential residents, which may decrease the overall number of qualified residents for our properties within such markets. Fluctuating global and United States economic conditions, uncertainty in financial markets (including due to bank failures), may materially negatively impact our residents, such as being unable to access their existing cash to fulfill their payment obligations to us due to future bank failures, and our business could be negatively impacted. We could also be adversely affected by overbuilding or high vacancy rates of homes in our markets, which could result in an excess supply of homes and reduce occupancy and rental rates. Continuing development of apartment buildings and condominium units in many of our markets will increase the supply of housing and exacerbate competition for residents. In addition, laudable government sponsored programs to promote home ownership may encourage potential renters to purchase residences rather than lease them, thereby causing a decline in the number and quality of potential residents available to us. No assurance can be given that we will be able to attract and retain suitable residents. If we are unable to lease our homes to suitable residents, we would be adversely affected and the value of our common stock could decline. **Current (2026):** We depend on rental income from residents for substantially all of our revenues. As a result, our success depends in large part upon our ability to attract and retain qualified residents for our owned and managed properties. We face competition for residents from other lessors of single-family properties, apartment buildings, and condominium units. Competing properties may be newer, better located, and more attractive to residents. Potential competitors may have lower rates of occupancy than we do or may have superior access to capital and other resources, which may result in competing owners more easily locating residents and leasing available housing at lower rental rates than we might offer at our homes. Many of these competitors may successfully attract residents with better incentives and amenities, which could adversely affect our ability to obtain quality residents and lease our single-family properties on favorable terms. Additionally, we may fail to receive certain government subsidies or assistance that we have received in the past, and federal and state legislative or regulatory initiatives could limit or restrict the availability of such subsidies or assistance for our properties, while some competing housing options may qualify for such government subsidies or assistance, which could make the properties of our competitors more accessible and attractive to potential residents than our properties. This competition may affect our ability to attract and retain residents and may reduce the rental rates we are able to charge. 26 26 26 26 26 26 In addition, increases in unemployment levels and other adverse changes in economic conditions in our markets may adversely affect the creditworthiness of potential residents, which may decrease the overall number of qualified residents for our properties within such markets. Fluctuating global and United States economic conditions, uncertainty in financial markets, and elevated interest rates may materially negatively impact our residents, and our business could be negatively impacted. We could also be adversely affected by overbuilding or high vacancy rates of homes in our markets, which could result in an excess supply of homes and reduce occupancy and rental rates. Continuing development of apartment buildings, condominium units, and single-family rental communities in many of our markets will increase the supply of housing and exacerbate competition for residents. In addition, laudable government sponsored programs to promote home ownership or executive, legislative, or regulatory initiatives on the federal and state levels that disproportionately affect large institutional owners may encourage potential renters to purchase residences or lease from smaller investors or partnerships rather than from us, thereby causing a decline in the number and quality of potential residents available to us. No assurance can be given that we will be able to attract and retain suitable residents. If we are unable to lease our homes to suitable residents, we would be adversely affected and the value of our common stock could decline. --- ## Modified: We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility, and reduce the price of our common stock. **Key changes:** - Reworded sentence: "The Internal Revenue Service, the United States Treasury Department, Congress, and state and local taxing authorities frequently review and may modify tax legislation, regulations, and other guidance." **Prior (2025):** The Internal Revenue Service, the United States Treasury Department, and Congress frequently review United States federal income tax legislation, regulations, and other guidance. We cannot predict whether, when or to what extent new United States federal tax laws, regulations, interpretations, or rulings will be adopted. Any legislative action may 49 49 49 49 49 49 prospectively or retroactively modify our tax treatment and, therefore, may adversely affect our taxation or our stockholders. Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our assets. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our stock. Although REITs generally receive certain tax advantages compared to entities taxed as C corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for United States federal income tax purposes as a C corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a C corporation, without the approval of our stockholders. **Current (2026):** The Internal Revenue Service, the United States Treasury Department, Congress, and state and local taxing authorities frequently review and may modify tax legislation, regulations, and other guidance. We cannot predict whether, when or to what extent new United States federal, state, or local tax laws, regulations, interpretations, or rulings will be adopted. Any such action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect our taxation or our stockholders. Changes in state or local tax laws, including property taxes, income or franchise taxes, transfer taxes, or other taxes applicable to real estate owners and REITs, could also increase our tax liability or operating costs. Any of these changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our assets. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our stock. Although REITs generally receive certain tax advantages compared to entities taxed as C corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for United States federal income tax purposes as a C corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a C corporation, without the approval of our stockholders. --- ## Modified: Our operating results are subject to general economic conditions and risks associated with our real estate assets. **Key changes:** - Reworded sentence: "Our operating results are subject to risks generally incident to the ownership and rental of residential real estate, many of which are beyond our control, including, without limitation: •fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions; •liquidity constraints affecting financial institutions; •changes in national, regional, or local economic, demographic, or real estate market conditions; •changes in job markets and employment levels on a national, regional, and local basis; •declines in the value of residential real estate; •overall conditions in the housing market, including: •executive actions and proposed federal and state legislation or regulations aimed at limiting institutional institutional ownership and acquisition of single-family homes; •macroeconomic shifts in demand for rental homes; •inability to lease or re-lease homes to residents on a timely basis, on attractive terms or at all; •failure of residents to pay rent when due or otherwise perform their lease obligations; •unanticipated repairs, capital expenditures, weather related damages, or other costs; •uninsured damages; and •increases in property taxes, HOA fees, and insurance costs; •level of competition for suitable rental homes; •terms and conditions of purchase contracts; •costs and time period required to convert acquisitions to rental homes; •changes in the terms or availability of financing that may render the acquisition of any homes difficult or unattractive; •the liquidity of real estate investments, generally; •the short-term nature of most residential leases and the costs and potential delays in re-leasing; •changes in laws and regulations, including those that increase operating expenses or limit our ability to increase rental rates." **Prior (2025):** Our operating results are subject to risks generally incident to the ownership and rental of residential real estate, many of which are beyond our control, including, without limitation: •fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions; •bank failures or other liquidity constraints affecting financial institutions; •changes in national, regional, or local economic, demographic, or real estate market conditions; •changes in job markets and employment levels on a national, regional, and local basis; •declines in the value of residential real estate; 19 19 19 19 19 19 •overall conditions in the housing market, including: •macroeconomic shifts in demand for rental homes; •inability to lease or re-lease homes to residents on a timely basis, on attractive terms or at all; •failure of residents to pay rent when due or otherwise perform their lease obligations; •unanticipated repairs, capital expenditures, weather related damages, or other costs; •uninsured damages; and •increases in property taxes, HOA fees, and insurance costs; •level of competition for suitable rental homes; •terms and conditions of purchase contracts; •costs and time period required to convert acquisitions to rental homes; •changes in the terms or availability of financing that may render the acquisition of any homes difficult or unattractive; •the liquidity of real estate investments, generally; •the short-term nature of most residential leases and the costs and potential delays in re-leasing; •changes in laws and regulations, including those that increase operating expenses or limit our ability to increase rental rates. See "Legal and Regulatory Related Risks - Eviction, tenant rights, rent control, and rent stabilization laws, and other similar laws and/or regulations that limit our ability to collect rent, enforce remedies for failure to pay rent, or increase rental rates may negatively impact our rental income and profitability;" •the impact of potential reforms relating to government-sponsored enterprises involved in the home finance and mortgage markets; •rules, regulations and/or policy initiatives by government and private actors, including HOAs, to discourage or restrict the purchase or operation of single-family properties by entities owned or controlled by institutional investors; •the potential effects of climate change, related regulatory policies, legislation, and/or investor responses and expectations, and the transition to a lower-carbon economy; •disputes and potential negative publicity in connection with eviction proceedings; •construction of new supply; •costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems, such as indoor mold; •fraud by borrowers, originators, and/or sellers of mortgage loans; •undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations; •casualty or condemnation losses; •the geographic mix of our properties; •the cost, quality, and condition of the properties we are able to acquire; and •our ability to provide adequate management, maintenance, and insurance. Any one or more of these factors could adversely affect our business, financial condition, and results of operations. 20 20 20 20 20 20 **Current (2026):** Our operating results are subject to risks generally incident to the ownership and rental of residential real estate, many of which are beyond our control, including, without limitation: •fluctuating global and United States economic conditions, uncertainty in financial markets, and geopolitical tensions; •liquidity constraints affecting financial institutions; •changes in national, regional, or local economic, demographic, or real estate market conditions; •changes in job markets and employment levels on a national, regional, and local basis; •declines in the value of residential real estate; •overall conditions in the housing market, including: •executive actions and proposed federal and state legislation or regulations aimed at limiting institutional institutional ownership and acquisition of single-family homes; •macroeconomic shifts in demand for rental homes; •inability to lease or re-lease homes to residents on a timely basis, on attractive terms or at all; •failure of residents to pay rent when due or otherwise perform their lease obligations; •unanticipated repairs, capital expenditures, weather related damages, or other costs; •uninsured damages; and •increases in property taxes, HOA fees, and insurance costs; •level of competition for suitable rental homes; •terms and conditions of purchase contracts; •costs and time period required to convert acquisitions to rental homes; •changes in the terms or availability of financing that may render the acquisition of any homes difficult or unattractive; •the liquidity of real estate investments, generally; •the short-term nature of most residential leases and the costs and potential delays in re-leasing; •changes in laws and regulations, including those that increase operating expenses or limit our ability to increase rental rates. See "Legal and Regulatory Related Risks - Eviction, tenant rights, rent control, and rent stabilization laws, and other similar laws and/or regulations that limit our ability to collect rent, enforce remedies for failure to pay rent, or increase rental rates may negatively impact our rental income and profitability;" •the impact of potential reforms relating to government-sponsored enterprises involved in the home finance and mortgage markets; 21 21 21 21 21 21 •rules, regulations and/or policy initiatives by government and private actors, including HOAs, to discourage or restrict the purchase or operation of single-family properties by entities owned or controlled by institutional investors; •the potential effects of climate change, related regulatory policies, legislation, and/or investor responses and expectations, and the transition to a lower-carbon economy; •disputes and potential negative publicity in connection with eviction proceedings; •construction of new supply; •costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems, such as indoor mold; •fraud by borrowers, originators, and/or sellers of secured debt; •undetected deficiencies and/or inaccuracies in underlying mortgage loan documentation and calculations; •casualty or condemnation losses; •the geographic mix of our properties; •the cost, quality, and condition of the properties we are able to acquire; •our development activities which expose us to execution, integration, cost, regulatory, permitting, and land acquisition risks, as well as potential delays, construction challenges, and lower-than-expected returns; •our developer lending program which exposes us to heightened credit, construction, valuation, and execution risks that could result in cost overruns, project delays, insufficient collateral value, or loan losses; and •our ability to provide adequate management, maintenance, and insurance. Any one or more of these factors could adversely affect our business, financial condition, and results of operations. --- ## Modified: We have and may continue to utilize non-recourse long-term secured debt, and such structures may expose us to certain risks not prevalent in other debt financings, which could affect the availability and attractiveness of this financing option or otherwise result in losses to us. **Key changes:** - Reworded sentence: "We have and may continue to utilize non-recourse long-term secured debt relating to pools of homes which we own, if and when they become available and to the extent consistent with the maintenance of our REIT qualification." - Reworded sentence: "Disruptions of the securitization market could preclude our ability to use secured debt as a financing source or could render it an inefficient source of financing, making us more dependent on alternative sourcing of financing that might not be as favorable as secured debt in otherwise favorable markets." - Reworded sentence: "Any of these factors could limit our access to secured debt as a source of financing." **Prior (2025):** We have and may continue to utilize non-recourse long-term mortgage loans relating to pools of homes which we own, if and when they become available and to the extent consistent with the maintenance of our REIT qualification. Mortgage loans may expose us to certain risks not prevalent in other debt financings. Moreover, we cannot be assured that we will be able to access the securitization market in the future, or be able to do so at favorable rates. Current fluctuating macroeconomic conditions, including inflation, elevated interest rates, slower growth, economic uncertainty, and a general decline in business activity, have caused dislocations, illiquidity, and volatility in the market for asset-backed securities and mortgage-backed securities, as well as disruption in the wider global financial markets, including a significant reduction of investor demand for, and purchases of, asset-backed securities and structured financial products. Disruptions of the securitization market could preclude our ability to use mortgage loans as a financing source or could render it an inefficient source of financing, making us more dependent on alternative sourcing of financing that might not be as favorable as mortgage loans in otherwise favorable markets. In addition, in the United States and elsewhere, there is now increased political and regulatory scrutiny of the asset-backed securities industry. This has resulted in a raft of measures for increased regulation which are currently at various stages of implementation and which may have an adverse impact on the regulatory capital charge to certain investors in securitization exposures or the incentives for certain investors to hold asset-backed securities, and may thereby affect the liquidity of such securities. Any of these factors could limit our access to mortgage loans as a source of financing. The inability to consummate mortgage loans to finance our investments on a long-term basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performance and our ability to grow our business. **Current (2026):** We have and may continue to utilize non-recourse long-term secured debt relating to pools of homes which we own, if and when they become available and to the extent consistent with the maintenance of our REIT qualification. Secured debt may expose us to certain risks not prevalent in other debt financings. Moreover, we cannot be assured that we will be able to access the securitization market in the future, or be able to do so at favorable rates. Current fluctuating macroeconomic conditions, including inflation, elevated interest rates, slower growth, economic uncertainty, and a general decline in business activity, have caused dislocations, illiquidity, and volatility in the market for asset-backed securities and mortgage-backed securities, as well as disruption in the wider global financial markets, including a significant reduction of investor demand for, and purchases of, asset-backed securities and structured financial products. Disruptions of the securitization market could preclude our ability to use secured debt as a financing source or could render it an inefficient source of financing, making us more dependent on alternative sourcing of financing that might not be as favorable as secured debt in otherwise favorable markets. In addition, in the United States and elsewhere, there is now increased political and regulatory scrutiny of the asset-backed securities industry. This has resulted in a raft of measures for increased regulation which are currently at various stages of implementation and which may have an adverse impact on the regulatory capital charge to certain investors in securitization exposures or the incentives for certain investors to hold asset-backed securities, and may thereby affect the liquidity of such securities. Any of these factors could limit our access to secured debt as a source of financing. The inability to consummate secured debt to finance our investments on a long-term basis could require us to seek other forms of potentially less attractive financing or to liquidate assets at an inopportune time or price, which could adversely affect our performance and our ability to grow our business. --- ## Modified: Our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing. **Key changes:** - Reworded sentence: "These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness or the terms of any refinancing may be less favorable to us than the terms of existing debt (including as a result of changes in laws, regulations, executive orders, or agency or government guidance that limit approvals, guarantees, insurance, securitizations, purchases, or other facilitation of single‑family rental debt); (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; (6) the risk that necessary capital expenditures cannot be financed on favorable terms; (7) the value of the collateral securing our indebtedness may fluctuate and fall below the amount of indebtedness it secures; and (8) changes in, or new, laws, regulations, executive orders, or related agency or government policies or programs could reduce the availability of, restrict eligibility for, delay access to, or increase the cost of debt capital (including securitizations, warehouse or term facilities, guarantees, insurance, or purchases) used to finance or refinance our assets." - Reworded sentence: "In particular, restrictions on, or withdrawal of, participation by agency or government-sponsored enterprises in transactions secured by our homes, or in securitizations backed by such assets, could limit our refinancing alternatives at or near maturities, require us to use more expensive or less flexible sources of capital, or necessitate asset sales on unfavorable terms." **Prior (2025):** We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness or 40 40 40 40 40 40 the terms of any refinancing may be less favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; (6) the risk that necessary capital expenditures cannot be financed on favorable terms; and (7) the value of the collateral securing our indebtedness may fluctuate and fall below the amount of indebtedness it secures. If the income from a property is pledged to secure payment of indebtedness and we cannot make the applicable debt payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks could place strains on our cash flows, reduce our ability to grow, and adversely affect our results of operations. Natural disasters, geopolitical turmoil, medical epidemics and pandemics, economic instability, or other causes could have material and adverse effect on our residents' ability to meet their lease obligations and our ability to collect rent or enforce remedies for failure to pay rent thereby reducing our cash flows, and the resulting impact on rental and other property income could impact our ability to make all required debt service payments and to continue paying dividends to our stockholders at expected levels or at all. See "Risks Related to Our Business Environment and Industry - Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease." **Current (2026):** We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance existing indebtedness or the terms of any refinancing may be less favorable to us than the terms of existing debt (including as a result of changes in laws, regulations, executive orders, or agency or government guidance that limit approvals, guarantees, insurance, securitizations, purchases, or other facilitation of single‑family rental debt); (3) required debt payments are not reduced if the economic performance of any property declines; (4) debt service obligations could reduce funds available for distribution to our stockholders and funds available for capital investment; (5) any default on our indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure; (6) the risk that necessary capital expenditures cannot be financed on favorable terms; (7) the value of the collateral securing our indebtedness may fluctuate and fall below the amount of indebtedness it secures; and (8) changes in, or new, laws, regulations, executive orders, or related agency or government policies or programs could reduce the availability of, restrict eligibility for, delay access to, or increase the cost of debt capital (including securitizations, warehouse or term facilities, guarantees, insurance, or purchases) used to finance or refinance our assets. If the income from a property is pledged to secure payment of indebtedness and we cannot make the applicable debt payments, we may have to surrender the property to the lender with a consequent loss of any prospective income and equity value from such property. Any of these risks could place strains on our cash flows, reduce our ability to grow, and adversely affect our results of operations. In particular, restrictions on, or withdrawal of, participation by agency or government-sponsored enterprises in transactions secured by our homes, or in securitizations backed by such assets, could limit our refinancing alternatives at or near maturities, require us to use more expensive or less flexible sources of capital, or necessitate asset sales on unfavorable terms. See "Risks Related to Our Business Environment and Industry - Executive actions and proposed federal and state legislation or regulations aimed at limiting institutional ownership and acquisition of single-family homes could materially adversely affect our business, growth strategy, and results of operations." Natural disasters, geopolitical turmoil, medical epidemics and pandemics, economic instability, or other causes could have material and adverse effect on our residents' ability to meet their lease obligations and our ability to collect rent or enforce remedies for failure to pay rent thereby reducing our cash flows, and the resulting impact on rental and other property income could impact our ability to make all required debt service payments and to continue paying dividends to our stockholders at expected levels or at all. See "Risks Related to Our Business Environment and Industry - Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease." --- ## Modified: Climate change and related environmental issues, related legislative and regulatory responses to climate change, and the transition to a lower-carbon economy may adversely affect our business. **Key changes:** - Reworded sentence: "There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality." - Reworded sentence: "See " - We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather." Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on greenhouse gas emissions and climate change issues." - Reworded sentence: "We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability which could significantly increase compliance burdens and associated regulatory costs and complexity." **Prior (2025):** There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases ("GHG") in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality. These events could also compound adverse economic conditions. To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and/or changes in precipitation and temperature, all of which may result in physical damage to, or a decrease in demand for, properties located in these areas or affected by these conditions and our financial condition or results of operations may be adversely affected. See " - We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather." Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on GHG emissions and climate change issues. Policy changes and changes in federal, state, and local legislation and regulation based on concerns about climate change, including regulations aimed at limiting GHG emissions and the implementation of "green" building codes, could result in increased capital expenditures on our existing 38 38 38 38 38 38 properties (for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our results of operations. Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses. We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability. In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. In April 2024, the SEC issued an order voluntarily staying the effectiveness of the new rules pending the completion of judicial review of certain legal challenges to their validity. On February 11, 2025, SEC Acting Chairman Mark T. Uyeda released a public statement and notified the United States Court of Appeals for the Eighth Circuit (where the challenges are consolidated) to hold off scheduling the case for argument to provide time for the SEC to further deliberate and determine next steps. Therefore, the timing of the effectiveness of these disclosure requirements is uncertain. We are currently assessing the effect of new rules on our consolidated financial statements and related disclosures. Additionally, the State of California recently passed the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on certain companies doing business in California, including us, starting in 2026, though the Governor of California has directed further consideration of the implementation deadlines for each of the laws. Both laws have been challenged in federal court. Unless legal challenges to the foregoing new rules prevail or they are otherwise modified prior to effective dates or the effective dates are delayed, we will become subject to the rules as adopted, and they could significantly increase compliance burdens and associated regulatory costs and complexity. Regulatory requirements related to sustainability matters continue to evolve and any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change. **Current (2026):** There is increasing concern that a gradual rise in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe, an increase in the frequency, severity, and duration of extreme weather conditions and natural disasters, and water scarcity and poor water quality. These events could also compound adverse economic conditions. To the extent that significant changes in the climate occur in areas where our properties are located, we may experience extreme weather and/or changes in precipitation and temperature, all of which may result in physical damage to, or a decrease in demand for, properties located in these areas or affected by these conditions and our financial condition or results of operations may be adversely affected. See " - We are subject to risks from natural disasters such as earthquakes, wildfires, and severe weather." Growing public concern about climate change has resulted in the increased focus of local, state, regional, national, and international regulatory bodies on greenhouse gas emissions and climate change issues. Policy changes and changes in federal, state, and local legislation and regulation based on concerns about climate change, including regulations aimed at limiting greenhouse gas emissions and the implementation of "green" building codes, could result in increased capital expenditures on our existing properties (for example, to improve their energy efficiency and/or resistance to inclement weather) without a corresponding increase in revenue, resulting in adverse impacts to our results of operations. Experiencing or addressing the various physical, regulatory, and transition risks from climate change may significantly reduce our revenues and profitability or cause us to generate losses. We are subject to evolving, complex, and sometimes, inconsistent disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability which could significantly increase compliance burdens and associated regulatory costs and complexity. We are continuously assessing the effect of such legal and regulatory developments on our consolidated financial statements and related disclosures. Regulatory requirements related to sustainability matters continue to evolve and any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change. --- ## Modified: Competition in identifying and acquiring our properties and in pursuing development opportunities could adversely affect our ability to implement our business and growth strategies, which could materially and adversely affect us. **Key changes:** - Reworded sentence: "In acquiring our properties and pursuing development opportunities, we compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, savings and loan associations, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, financial institutions, governmental bodies, 27 27 27 27 27 27 and other entities." - Reworded sentence: "In addition, any potential competitor may have higher risk tolerances or different risk assessments and may not be subject to the operating constraints associated with qualification for taxation as a REIT, which could allow them to consider a wider variety of investments or development opportunities." **Prior (2025):** In acquiring our properties, we compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, savings and loan associations, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, financial institutions, governmental bodies, and other entities. We also compete with individual private home buyers and small-scale investors. Certain of our competitors may be larger in certain of our markets and may have greater financial or other resources than we do. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us. In addition, any potential competitor may have higher risk tolerances or different risk assessments and may not be subject to the operating constraints associated with qualification for taxation as a REIT, which could allow them to consider a wider variety of investments. Competition may result in fewer investments, higher prices, a broadly dispersed portfolio of properties that does not lend itself to efficiencies of concentration, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs. In addition, competition for desirable investments could delay the investment of our capital, which could adversely affect our results of operations and cash flows. As a result, there can be no assurance that we will be able to identify and finance investments that are consistent with our investment objectives or to achieve positive investment results, and our failure to accomplish any of the foregoing could have a material adverse effect on us and cause the value of our common stock to decline. **Current (2026):** In acquiring our properties and pursuing development opportunities, we compete with a variety of institutional investors, including other REITs, specialty finance companies, public and private funds, savings and loan associations, banks, mortgage bankers, insurance companies, institutional investors, investment banking firms, financial institutions, governmental bodies, 27 27 27 27 27 27 and other entities. On a limited basis, when acquiring existing homes through retail channels, we may also compete with individual home buyers and small-scale investors. With respect to our development and construction activities, we also compete with national and regional homebuilders, land developers, and other build-to-rent operators for the acquisition of developable land, finished lots, and lot option contracts, as well as for construction labor, materials, and subcontractor services. Certain of our competitors may be larger in certain of our markets and may have greater financial or other resources than we do. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us. In addition, any potential competitor may have higher risk tolerances or different risk assessments and may not be subject to the operating constraints associated with qualification for taxation as a REIT, which could allow them to consider a wider variety of investments or development opportunities. Competition may result in fewer investments, higher prices for both existing homes and developable land, a broadly dispersed portfolio of properties that does not lend itself to efficiencies of concentration, acceptance of greater risk, lower yields and a narrower spread of yields over our financing costs. In addition, competition for desirable investments and development sites could delay the investment of our capital, which could adversely affect our results of operations and cash flows. As a result, there can be no assurance that we will be able to identify and finance investments or development opportunities that are consistent with our investment objectives or to achieve positive investment results, and our failure to accomplish any of the foregoing could have a material adverse effect on us and cause the value of our common stock to decline. --- ## Modified: We intend to acquire properties and to engage in development and construction activities from time to time consistent with our investment strategy even if the rental and housing markets are not as favorable as they have been in the recent past, which could adversely impact anticipated yields and returns on our development investments. **Key changes:** - Reworded sentence: "We intend to continue to acquire properties and pursue development opportunities, including build-to-rent development and third-party fee-building arrangements from time to time consistent with our investment strategy, even if the rental and housing markets are not as favorable as they have been in the recent past." **Prior (2025):** We intend to continue to acquire properties from time to time consistent with our investment strategy, even if the rental and housing markets are not as favorable as they have been in the recent past. Future acquisitions of properties may be more costly than those we have acquired previously. The following factors, among others, may make acquisitions more expensive: •improvements in overall economic conditions and employment levels; •greater availability of consumer credit; •improvements in the pricing and terms of mortgages; •the emergence of increased competition for single-family properties from private investors and entities with similar investment objectives to ours; and •tax or other government incentives that encourage homeownership. A general decline in business activity and demand for real estate transactions could adversely affect our ability to acquire or dispose of single-family homes on terms that are attractive or at all, which may be impacted in periods of elevated interest rates. 25 25 25 25 25 25 We plan to continue acquiring properties as long as we believe such properties offer an attractive total return opportunity. Accordingly, future acquisitions may have lower yield characteristics than recent past and present opportunities and, if such future acquisitions are funded through equity issuances, the yield and distributable cash per share may be reduced, and the value of our common stock may decline. **Current (2026):** We intend to continue to acquire properties and pursue development opportunities, including build-to-rent development and third-party fee-building arrangements from time to time consistent with our investment strategy, even if the rental and housing markets are not as favorable as they have been in the recent past. Future acquisitions of properties and development projects may be more costly and have lower yield characteristics than recent past and present opportunities. The following factors, among others, may make acquisitions or development activities more expensive: •improvements in overall economic conditions and employment levels; •greater availability of consumer credit; •improvements in the pricing and terms of mortgages; •the emergence of increased competition for single-family properties and developable land from private investors and entities with similar investment objectives to ours; •tax or other government incentives that encourage homeownership; and •increases in construction costs, including labor, materials, and supplies or delays in construction timelines. A general decline in business activity and demand for real estate transactions could adversely affect our ability to acquire or dispose of single-family homes or to successfully complete and lease development projects on terms that are attractive or at all, which may be impacted in periods of elevated interest rates. We plan to continue acquiring properties and pursuing development opportunities as long as we believe such properties offer an attractive total return opportunity. Accordingly, future acquisitions and development projects may have lower yield characteristics than recent past and present opportunities and, if such future acquisitions or development activities are funded through equity issuances, the yield and distributable cash per share may be reduced, and the value of our common stock may decline. For additional information regarding risks related to our development and construction activities, see - "Our expansion into land development and home construction activities exposes us to additional operational and real estate risks, which may adversely affect our financial condition, cash flows, and operating results." --- ## Modified: Executive actions and proposed federal and state legislation or regulations aimed at limiting institutional ownership and acquisition of single-family homes could materially adversely affect our business, growth strategy, and results of operations. **Key changes:** - Added sentence: "Federal, state, and local policymakers have increasingly focused on housing supply and availability, including scrutiny of institutional ownership of single-family residential properties." - Added sentence: "Recent executive actions and policy initiatives reflect increased federal and state focus on this area and direct the development of legislative, regulatory, or executive measures on the federal and state levels that could restrict, discourage, or prohibit large institutional investors from acquiring or owning single-family homes or financing the acquisition or the operation of single-family homes with federal or government-sponsored enterprises and impose additional reporting obligations, financing limitations, or operational restrictions." - Added sentence: "These actions and initiatives include a recent executive order directing federal agencies and government-sponsored enterprises to define the attributes of an "institutional investor" (potentially including attributes that we are likely to exhibit) and to take actions that could limit or condition institutional participation in the acquisition or financing of certain single-family homes (with potential narrowly-tailored exceptions for single-family homes developed or acquired through build-to-rent channels), restrict the use of federal or government-sponsored funds to finance such single-family home acquisitions or operations, increase disclosure and compliance requirements, and subject institutional ownership, acquisition, and operating practices for local single-family rental markets to enhanced regulatory review." - Added sentence: "The administration has also indicated its intent to pursue legislation that could codify or expand such measures." - Added sentence: "If enacted or expanded, such measures could limit our ability to acquire additional homes, require us to modify our growth, investment, capital deployment, development, and/or disposition strategies, reduce the scale or efficiency of our operations, increase compliance costs, subject us to increased regulatory scrutiny, or otherwise adversely affect our business model." **Prior (2025):** Rental homes are subject to various federal, state, and local laws and regulatory requirements, including permitting, licensing, and zoning requirements, some of which may conflict with one another or have limited judicial or regulatory interpretations. In light of the recent change in administration in the United States, there is considerable uncertainty and potential conflict regarding and among existing laws, judicial orders and bans, new presidential executive orders, regulatory frameworks, leadership changes, and enforcement priorities and strategies, further complicating regulatory compliance. A disparity between federal and state regulations increases the likelihood of heightened state regulatory risk, as compliance with federal standards may not fully align with more stringent or divergent state-level requirements. Brokerage of real estate leasing transactions and the provision of property management services require us and our associates to maintain applicable licenses in each state in which we perform these services. If we and our associates fail to maintain our licenses, conduct these activities without a license, or violate any of the regulations covering our licenses, we may be required to pay fines or return commissions received or have our licenses suspended or revoked. Local regulations, including municipal or local ordinances, restrictions, and restrictive covenants imposed by community developers may restrict our or the use of our properties and may require us to obtain approval from local officials or community standards 32 32 32 32 32 32 organizations at any time with respect to our properties, including prior to acquiring any of our properties or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic, asbestos-cleanup, or hazardous material abatement requirements. Such local regulations may cause us to incur additional costs to renovate or maintain our properties in accordance with the particular rules and regulations. Additionally, state and local agencies may place affordability covenants on certain properties to ensure that they are used to provide affordable housing for persons or families of lower income. If any of our properties contain affordability covenants recorded in their chains of title, we will be forced to sell such properties at a maximum price limit as calculated per the applicable affordable housing covenant, which will likely result in us having to sell such properties below their market values. Our properties are also subject to federal, state, and local accessibility requirements, including and in addition to those imposed by the Americans with Disabilities Act and the Fair Housing Act. Any violation by us of the laws and regulations we are subject to could lead to significant fines or penalties and could limit our ability to conduct business. We cannot assure you that existing regulatory policies will not adversely affect us or the timing or cost of any future acquisitions, renovations, or dispositions, or that additional regulations will not be adopted that would increase such delays or result in additional costs or losses. Our business and growth strategies may be materially and adversely affected by our ability to obtain permits, licenses, and approvals. Our failure to obtain such permits, licenses, and approvals could have a material adverse effect on us and cause the value of our common stock to decline. **Current (2026):** Federal, state, and local policymakers have increasingly focused on housing supply and availability, including scrutiny of institutional ownership of single-family residential properties. Recent executive actions and policy initiatives reflect increased federal and state focus on this area and direct the development of legislative, regulatory, or executive measures on the federal and state levels that could restrict, discourage, or prohibit large institutional investors from acquiring or owning single-family homes or financing the acquisition or the operation of single-family homes with federal or government-sponsored enterprises and impose additional reporting obligations, financing limitations, or operational restrictions. These actions and initiatives include a recent executive order directing federal agencies and government-sponsored enterprises to define the attributes of an "institutional investor" (potentially including attributes that we are likely to exhibit) and to take actions that could limit or condition institutional participation in the acquisition or financing of certain single-family homes (with potential narrowly-tailored exceptions for single-family homes developed or acquired through build-to-rent channels), restrict the use of federal or government-sponsored funds to finance such single-family home acquisitions or operations, increase disclosure and compliance requirements, and subject institutional ownership, acquisition, and operating practices for local single-family rental markets to enhanced regulatory review. The administration has also indicated its intent to pursue legislation that could codify or expand such measures. If enacted or expanded, such measures could limit our ability to acquire additional homes, require us to modify our growth, investment, capital deployment, development, and/or disposition strategies, reduce the scale or efficiency of our operations, increase compliance costs, subject us to increased regulatory scrutiny, or otherwise adversely affect our business model. Even if such proposals are not fully implemented or are later modified, the policy landscape in this area continues to evolve. Although we are committed to working constructively with policymakers at all levels to support housing supply and availability, there can be no assurance that such engagement will result in favorable policy outcomes or prevent the adoption of measures that could adversely affect our business. The introduction of executive actions, federal and state legislation, or regulatory initiatives affecting large institutional investors and the additional regulatory scrutiny could create uncertainty, affect market dynamics, reduce the availability of acquisition opportunities on economically favorable terms or at all, adversely affect investor sentiment, increase volatility in our common stock, or otherwise negatively impact our business. Any limitations on our ability to acquire, finance, own, or operate single-family rental properties, increased regulatory or disclosure obligations, or adverse enforcement outcomes could materially and adversely affect our business, results of operations, financial condition, cash flows, and the value of our common stock. 36 36 36 36 36 36 Compliance with existing governmental laws, regulations, and covenants (or those that may be enacted in the future) that are applicable to the properties we own and manage on behalf of others, including affordability covenants, permit, license, and zoning requirements, and federal executive actions and potential federal and state legislation aimed at limiting institutional ownership and acquisition of single-family homes may adversely affect our ability to make future acquisitions, renovations, or dispositions, result in significant costs, delays, or losses, and adversely affect our growth strategy. Rental homes are subject to various federal, state, and local laws and regulatory requirements, including permitting, licensing, and zoning requirements, some of which may conflict with one another or have limited judicial or regulatory interpretations. In light of continuing federal, state, and local attention on housing supply and availability, there is considerable uncertainty regarding how executive actions, policy initiatives, and potential legislation, along with existing laws, judicial orders, and regulatory frameworks, could affect large institutional investors in single-family rental markets. Additionally, disparity between federal and state regulations increases the likelihood of heightened state regulatory risk, as compliance with federal standards may not fully align with more stringent or divergent state-level requirements. Brokerage of real estate leasing transactions and the provision of property management services require us and certain of our associates to maintain applicable licenses in each state in which we perform these services. If we and our associates fail to maintain our licenses, conduct these activities without a license, or violate any of the regulations covering our licenses, we may be required to pay fines or return commissions received or have our licenses suspended or revoked. Local regulations, including municipal or local ordinances, restrictions, and restrictive covenants imposed by community developers may restrict our or the use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to acquiring any of our properties or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic, asbestos-cleanup, or hazardous material abatement requirements. Such local regulations may cause us to incur additional costs to renovate or maintain our properties in accordance with the particular rules and regulations. Additionally, state and local agencies may place affordability covenants on certain properties to ensure that they are used to provide affordable housing for persons or families of lower income. If any of our properties contain affordability covenants recorded in their chains of title, we will be forced to sell such properties at a maximum price limit as calculated per the applicable affordable housing covenant, which will likely result in us having to sell such properties below their market values. Our properties are also subject to federal, state, and local accessibility requirements, including and in addition to those imposed by the Americans with Disabilities Act and the Fair Housing Act. Any violation by us of the laws and regulations we are subject to could lead to significant fines or penalties and could limit our ability to conduct business. We cannot assure you that existing regulatory policies will not adversely affect us or the timing or cost of any future acquisitions, dispositions, renovations, and land development and construction, or that additional regulations will not be adopted that would increase such delays or result in additional costs or losses. Our business and growth strategies may also be materially and adversely affected by federal executive actions or proposed legislation or regulations aimed at limiting institutional ownership and acquisition of single-family homes. Our inability to obtain permits, licenses, and approvals could have a material adverse effect on us and cause the value of our common stock to decline. --- ## Modified: Our evaluation of properties and development projects involves a number of assumptions that may prove inaccurate, which could result in us paying too much for properties we acquire or development projects we undertake and/or overvaluing our properties or development projects, or our properties or development projects failing to perform as we expect. **Key changes:** - Reworded sentence: "Our board of directors periodically reviews and updates the investment policy and also reviews our portfolio of residential real estate, but it generally does not review or approve specific property acquisitions or development projects." **Prior (2025):** We are authorized to follow a broad investment policy established by our board of directors and subject to implementation by our management. Our board of directors periodically reviews and updates the investment policy and also 26 26 26 26 26 26 reviews our portfolio of residential real estate, but it generally does not review or approve specific property acquisitions. Our success depends on our ability to acquire properties that can be quickly possessed, renovated, repaired, upgraded, and rented with minimal expense and maintained in quality condition. In determining whether a particular property meets our investment criteria, we also make a number of assumptions, including, among other things, assumptions related to estimated time of possession and estimated renovation costs and time frames, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing, and resident default rates. These assumptions may prove inaccurate, particularly since the properties that we acquire vary materially in terms of time to possession, renovation, quality and type of construction, geographic location, and hazards. As a result, we may pay too much for properties we acquire and/or overvalue our properties, or our properties may fail to perform as anticipated. Adjustments to the assumptions we make in evaluating potential purchases may result in fewer properties qualifying under our investment criteria, including assumptions related to our ability to lease properties we have purchased. **Current (2026):** We are authorized to follow a broad investment policy established by our board of directors and subject to implementation by our management. Our board of directors periodically reviews and updates the investment policy and also reviews our portfolio of residential real estate, but it generally does not review or approve specific property acquisitions or development projects. Our success depends on our ability to acquire properties that can be quickly possessed, renovated, repaired, upgraded, and rented with minimal expense and maintained in quality condition, as well as our ability to successfully manage land acquisition strategies, construction processes, and development timelines for our development 28 28 28 28 28 28 activities. In determining whether a particular property or development project meets our investment criteria, we also make a number of assumptions, including, among other things, assumptions related to estimated time of possession and estimated renovation costs and time frames, annual operating costs, market rental rates and potential rent amounts, time from purchase to leasing, and resident default rates. With respect to our development and construction activities, we make additional assumptions, including assumptions related to land acquisition and lot costs, construction cost estimates, availability and cost of labor, materials, and subcontractor services, permitting and entitlement timelines, construction schedules, and projected rental rates and lease-up timing at the time of project completion. These assumptions may prove inaccurate, particularly since the properties that we acquire and the development projects that we undertake vary materially in terms of time to possession, renovation, quality and type of construction, geographic location, and hazards and since development projects are subject to market conditions and cost fluctuations over extended time horizons. As a result, we may pay too much for properties we acquire or land and lots for development and/or overvalue our properties or development projects, or our properties or development projects may fail to perform as anticipated. Adjustments to the assumptions we make in evaluating potential purchases may result in fewer properties or development opportunities qualifying under our investment criteria, including assumptions related to our ability to lease properties we have purchased or developed. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*