American Homes 4 Rent

false 0001562401 0001562401 2026-06-12 2026-06-12 0001562401 us-gaap:CommonClassAMember 2026-06-12 2026-06-12 0001562401 us-gaap:SeriesGPreferredStockMember 2026-06-12 2026-06-12 0001562401 us-gaap:SeriesHPreferredStockMember 2026-06-12 2026-06-12 0001562401 amh:AmericanHomes4RentLimitedPartnershipMember 2026-06-12 2026-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2026 AMERICAN HOMES 4 RENT (Exact name of registrant as specified in its charter) Maryland 001-36013 46-1229660 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 280 Pilot Road Las Vegas , Nevada 89119 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 805 ) 413-5300 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbols(s) Name of each exchange on which registered Class A common shares of beneficial interest, $.01 par value AMH New York Stock Exchange Series G perpetual preferred shares of beneficial interest, $.01 par value AMH-G New York Stock Exchange Series H perpetual preferred shares of beneficial interest, $.01 par value AMH-H New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Entity Central Index Key 0001716558 Item 8.01. Other Events. In accordance with applicable Securities and Exchange Commission rules, on June 12, 2026, American Homes 4 Rent (the “Company”) replaced its expiring Form S-3 shelf registration statement with a new Form S-3 registration statement. In connection therewith, the Company concurrently replaced its expiring “at the market offering” program. Specifically, on June 12, 2026, the Company and American Homes 4 Rent, L.P., the Company’s operating partnership (the “Operating Partnership”), entered into a sales agreement (the “Sales Agreement”) with each of Morgan Stanley & Co. LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Raymond James & Associates, Inc., Regions Securities LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as sales agents (collectively, the “Sales Agents”), each of BofA Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Raymond James & Associates, Inc., Regions Securities LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as forward sellers (collectively, the “Forward Sellers”), and Bank of America, N.A., Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Regions Securities LLC, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers (collectively, the “Forward Purchasers”). Under the terms of the Sales Agreement, the Company may issue and sell from time to time through or to the Sales Agents or by the Forward Sellers its Class A common shares of beneficial interest, $0.01 par value per share, having an aggregate offering price of up to $1.0 billion (the “Class A Common Shares”). The Class A Common Shares will be offered and sold through the Sales Agents, as the Company’s sales agents, or the Forward Sellers, acting as agents for the applicable Forward Purchaser, over a period of time and from time to time in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Sales Agents, subject to mutual agreement among the Sales Agents and the Company, may also sell the Class A Common Shares sold to it as principal by any other method permitted by law, including, but not limited to, privately negotiated transactions. The Sales Agents and the Forward Sellers are not required to sell any specific number or dollar amount of the Class A Common Shares, but each Sales Agent and each Forward Seller will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices to sell such Class A Common Shares (if acting as the Company’s sales agent) and all of the borrowed shares (if acting as agent for the relevant Forward Purchaser) up to the amount specified, and otherwise in accordance with mutually agreed terms. The Company also may sell Class A Common Shares to any Sales Agent as principal for its own account. If the Company sells Class A Common Shares to any Sales Agent as principal, it will enter into a separate terms agreement setting forth the terms of such transaction. The Company or any Sales Agent may at any time suspend the offering of the Class A Common Shares pursuant to the terms of the Sales Agreement. The offering of the Class A Common Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of the Class A Common Shares subject to the Sales Agreement (including shares sold by the Company to or through the Sales Agents and borrowed shares sold by the Forward Sellers) and any terms agreement having an aggregate gross sales price of $1.0 billion and (ii) with respect to the Sales Agreement or terms agreement, the termination of the Sales Agreement by the Company, the Sales Agents, the Forward Sellers or the Forward Purchasers as permitted therein. The Sales Agreement provides that, in addition to issuance and sale of Class A Common Shares through the Sales Agents, the Company also may enter into one or more letter agreements (each, a “Forward Contract”) with each of the Forward Purchasers in a form attached as Exhibit D to the Sales Agreement. Under the terms of any Forward Contract, the relevant Forward Purchaser will, at the Company’s request from time to time pursuant to mutually agreed instructions and a supplemental confirmation (together with the applicable Forward Contract, a “Forward Sale Agreement”), borrow from third parties and, through the relevant Sales Agent, sell a number of Class A Common Shares equal to the number of shares underlying the particular Forward Sale Agreement. The Company will not initially receive any proceeds from any sale of Class A Common Shares borrowed by a Forward Purchaser and sold through a Forward Seller. The Company expects to fully physically settle each Forward Sale Agreement with the relevant Forward Purchaser