UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
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| Item 8.01 | Other Events. |
On June 30, 2026, Invitation Homes Inc., a Maryland corporation (the “Company”), Invitation Homes Operating Partnership LP (the “Issuer”), a Delaware limited partnership and the principal operating subsidiary of the Company, Invitation Homes OP GP LLC, a Delaware limited liability company, the sole general partner of the Issuer and a wholly-owned subsidiary of the Company (the “General Partner”), and IH Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (together with the Company and the General Partner, the “Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, with respect to the underwritten public offering of $500 million aggregate principal amount of the Issuer’s 4.950% Senior Notes due 2032 (the “Notes”), which will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes will be issued pursuant to an indenture, dated as of August 6, 2021, by and among the Issuer, the Guarantors and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), to be supplemented by a ninth supplemental indenture (the “Supplemental Indenture”), by and among the Issuer, the Guarantors and the Trustee, to be dated as of the closing date. The Supplemental Indenture will be filed with the Securities and Exchange Commission (the “Commission”) on a subsequent Current Report on Form 8-K.
The Notes are being offered pursuant to an effective shelf registration statement filed with the Commission on June 14, 2024 (Registration Nos. 333-280210, 333-280210-01, 333-280210-02 and 333-280210-03), a base prospectus, dated June 14, 2024, and a prospectus supplement, dated June 30, 2026, filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The Issuer intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of indebtedness.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of June 30, 2026, among the Issuer and the Guarantors, on the one hand, and Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, on the other hand | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INVITATION HOMES INC. | ||||||
| Date: July 6, 2026 | By: | /s/ Mark A. Solls | ||||
| Name: | Mark A. Solls | |||||
| Title: | Executive Vice President, Chief Legal Officer | |||||
| and Secretary | ||||||