Item 8.01. Other Events.
On August 14, 2017, American Homes 4 Rent (the Company) and American Homes 4 Rent, L.P., the Companys operating
partnership (the Operating Partnership), entered into an Underwriting Agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. (the
Underwriters), pursuant to which the Company agreed to offer and sell 12,000,000 of its Class A common shares of beneficial interest, par value $0.01 per share (the Class A common shares), to the Underwriters at a price
of $21.97 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 1,800,000 Class A common shares at a price of $21.97 per share, which the
Underwriters exercised on August 15, 2017. The Company estimates that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately
$302.8 million. The offering is expected to close on August 18, 2017 subject to customary closing conditions.
The offering was made
pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission on August 4, 2017 (File No. 333-219720), a base prospectus, dated August 4, 2017, included as part of the registration statement,
and a prospectus supplement, dated August 14, 2017, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).
The Company intends to use the net proceeds from this offering (i) to repay indebtedness the Company has incurred or expects to incur
under its revolving credit facility and its term loan facility, (ii) to acquire and renovate single-family properties and for related activities in accordance with its business strategy and (iii) for working capital and general corporate
purposes, including repurchases of its Class A common shares pursuant to its existing share repurchase program. The foregoing application may be effected through the Operating Partnership by the Company contributing a portion of the net
proceeds to the Operating Partnership in exchange for Class A partnership units.
The Company and the Operating Partnership made
certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.
The Underwriters have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of
business with the Company or its affiliates. The Underwriters have received, and may in the future receive, customary fees and commissions for these transactions.
A copy of the Underwriting Agreement is attached to this report as Exhibit 1.1 and incorporated herein by reference. The summary set forth
above is qualified in its entirety by reference to Exhibit 1.1.