v3.26.1
Share-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
Our board of directors adopted, and our stockholders approved, the Invitation Homes Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”) to provide a means through which to attract and retain key associates and to provide a means whereby our directors, officers, associates, consultants, and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, and to align their interests with those of our stockholders. Under the 2017 Omnibus Incentive Plan, we could issue up to 16,000,000 shares of common stock.
On May 7, 2026, the Invitation Homes Inc. 2026 Incentive Omnibus Plan (the “2026 Omnibus Incentive Plan”) became effective upon approval of our stockholders, subsequent to adoption by our board of directors. The 2026 Omnibus Incentive Plan replaces the 2017 Omnibus Incentive Plan with respect to new grants. Employees of INVH and its subsidiaries, non-employee directors, and certain consultants and advisors are eligible to receive grants under the 2026 Omnibus Incentive Plan. The 2026 Omnibus Incentive Plan provides for the issuance of 18,793,516 shares of common stock, consisting of (i) 17,500,000 newly authorized shares plus (ii) 1,293,516 shares that were available for issuance under the 2017 Omnibus Incentive Plan and became available for issuance under the 2026 Omnibus Incentive Plan. As of the effective date, shares which were subject to awards outstanding under the 2017 Omnibus Incentive Plan also become available for issuance under the 2026 Omnibus Incentive Plan pursuant to the terms and conditions thereof.
Share-based awards in connection with our annual long term incentive plan (“LTIP”) may be issued in the form of time vesting, performance based vesting, and/or market based vesting restricted stock units (“RSUs”) or, in certain cases, partnership ownership units (“LTIP OP Units”). Historically, we also issued Outperformance Awards (defined below). Time-vesting RSUs are participating securities for earnings (loss) per share (“EPS”) purposes, and performance and/or market based RSUs and LTIP OP Units (“PRSUs”) and Outperformance Awards are not. For a detailed discussion of share-based awards issued prior to January 1, 2026, refer to our Annual Report on Form 10-K for the year ended December 31, 2025.
Share-Based Awards
The following summarizes our share-based award activity during the six months ended June 30, 2026.
Annual LTIP Awards:
Annual LTIP Awards Granted: During the six months ended June 30, 2026, we granted 1,519,420 RSUs pursuant to LTIP awards. Each award includes components which vest based on time-vesting conditions, market-based vesting conditions, and/or performance-based vesting conditions, each of which is subject to continued employment through the applicable vesting date.
Time-vesting RSUs vest in three equal annual installments based on an anniversary date of March 1st. LTIP PRSUs may be earned based on the achievement of certain measures over a three year performance period. The number of PRSUs earned will be determined based on performance achieved during the performance period for each measure at certain threshold, target, or maximum levels and corresponding payout ranges. In general, the LTIP PRSUs are earned after the end of the performance period on the date on which the performance results are certified by our compensation and management development committee (the “Compensation Committee”).
All of the LTIP awards are subject to certain change in control and retirement eligibility provisions that may impact these vesting schedules.
PRSU Results: During the six months ended June 30, 2026, certain PRSUs did not achieve performance criteria, resulting in the cancellation of 213,382 awards. Such awards are reflected as an increase in the number of awards forfeited/canceled in the table below.
Other Award Activity:
Retention Awards: During the six months ended June 30, 2026, we granted 968,111 employment awards in the form of time-vesting RSUs that vest in installments, with 65% vesting on the third and 35% vesting on the fourth anniversary of March 1, 2026, and we granted 334,033 time-vesting RSU employment awards that vest on March 1, 2029.
Director Awards: During the six months ended June 30, 2026, we granted 52,472 time-vesting RSUs to members of our board of directors, which will fully vest on the date of INVH’s 2027 annual stockholders meeting, subject to continued service on the board of directors through that date.
Outperformance Awards
On April 1, 2022, the Compensation Committee granted equity based awards with market based vesting conditions in the form of PRSUs (the “2022 Outperformance Awards”). The 2022 Outperformance Awards included market based vesting
conditions related to rigorous absolute and relative total shareholder returns (“TSRs”) over a three year performance period that ended on March 31, 2025.
In April 2025, upon completion of the performance period, the absolute and relative TSR components were separately calculated, and the Compensation Committee certified achievement of the absolute TSR at 0% and the relative TSR at 50%. The number of earned 2022 Outperformance Awards was then determined based on the earned dollar value of the awards (overall 25% achievement) and the closing stock price on the performance certification date, resulting in 177,336 earned RSUs and 256,858 earned LTIP OP Units. Earned awards vested 50% on the certification date in April 2025, and the remaining 50% vested on March 31, 2026, subject to continued employment. During the six months ended June 30, 2026, 6,402 earned LTIP OP Units were forfeited.
The aggregate $17,100 grant-date fair value of the 2022 Outperformance Awards that were earned was determined based on a Monte-Carlo option pricing model which estimated the probability of achievement of the TSR thresholds, and it is amortized ratably over each vesting period. During the six months ended June 30, 2026, 2022 Outperformance Awards with an estimated fair value of $8,100 vested.
Summary of Total Share-Based Awards
The following table summarizes activity related to share-based awards, other than Outperformance Awards, during the six months ended June 30, 2026:
Time-Vesting Awards
Performance and/or Market Vesting Awards
Total Share-Based Awards(1)
NumberWeighted
Average Grant
Date Fair Value
(Actual $)
NumberWeighted
Average Grant
Date Fair Value
(Actual $)
NumberWeighted
Average Grant
Date Fair Value
(Actual $)
Balance, December 31, 2025
742,824 $33.74 1,492,002 $37.06 2,234,826 $35.96 
Granted 1,865,549 26.42 1,008,487 29.34 2,874,036 27.45 
Vested(2)
(298,706)(33.39)(197,231)(29.81)(495,937)(31.97)
Forfeited / canceled(64,200)(29.67)(322,496)(32.27)(386,696)(31.84)
Balance, June 30, 2026
2,245,467 $27.83 1,980,762 $34.63 4,226,229 $31.02 
(1)Total share-based awards excludes Outperformance Awards.
(2)Vested share-based awards issued in shares of common stock are included in basic EPS for the periods after each award’s vesting date, and vested share-based awards issued in the form LTIP OP Units are included as a component of non-controlling interest for the periods after each award’s vesting date. The estimated aggregate fair value of share-based awards that fully vested during the six months ended June 30, 2026 was $23,147. During the six months ended June 30, 2026, 19,560 RSUs, respectively, were accelerated pursuant to the terms and conditions of the 2017 Omnibus Incentive Plan and related award agreements.
Grant-Date Fair Values
The grant-date fair values of the time-vesting RSUs and PRSUs with performance condition vesting criteria are generally based on the closing price of our common stock on the grant date. However, the grant-date fair values for share-based awards with market condition vesting criteria are based on Monte-Carlo option pricing models. The following table summarizes the significant inputs utilized in these models for such awards granted or modified during the six months ended June 30, 2026:
For the Six Months Ended June 30, 2026
Expected volatility(1)
18.51% — 21.12%
Risk-free rate
3.43%
Expected holding period (years)
2.83
(1)Expected volatility was estimated based on the historical volatility of INVH’s realized returns and of the applicable index.
Summary of Total Share-Based Compensation Expense
During the three and six months ended June 30, 2026 and 2025, we recognized share-based compensation expense as follows:
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2026202520262025
General and administrative$8,007 $6,898 $15,781 $15,404 
Property management expense1,339 1,566 4,265 3,217 
Total$9,346 $8,464 $20,046 $18,621 
As of June 30, 2026, there is $82,938 of unrecognized share-based compensation expense related to non-vested share-based awards which is expected to be recognized over a weighted average period of 2.32 years.