American Homes 4 Rent (NYSE: AMH) (the "Company") today announced that it has priced an underwritten public offering of 16,300,000 of its Class A common shares of beneficial interest, $0.01 par value per share ("Class A common shares"), of which 5,500,000 shares were offered directly by the Company, and 10,800,000 shares were offered, at the request of the Company, by the forward purchasers (as defined below) or their respective affiliates in connection with the forward sale agreements described below. The underwriters have been granted a 30-day option to purchase an aggregate of up to an additional 2,445,000 Class A common shares. The offering is subject to customary closing conditions and is expected to close on or about May 25, 2021.

In connection with the offering of the Class A common shares, the Company expects to enter into a forward sale agreement with each of JPMorgan Chase Bank, National Association and Bank of America, N.A. or their respective affiliates (who are referred to in such capacity individually as a "forward purchaser" and collectively, the "forward purchasers"), with respect to 10,800,000 Class A common shares covered by the offering. The forward purchasers or their respective affiliates are expected to borrow from third parties and sell to the underwriters 10,800,000 Class A common shares in connection with the forward sale agreements (or an aggregate of 13,245,000 shares if the underwriters exercise their option to purchase additional shares in full).

Pursuant to the terms of the forward sale agreements, and subject to the Company's right to elect cash or net share settlement under the forward sale agreements, the Company intends to issue and sell, upon physical settlement of such forward sale agreements, 10,800,000 Class A common shares to the forward purchasers (or an aggregate of 13,245,000 shares if the underwriters exercise their option to purchase additional shares in full) in exchange for cash proceeds per share equal to the applicable forward sale price per share, which will initially be the public offering price per share in the offering, less underwriting discounts and commissions, and will be subject to certain adjustments as provided for in the forward sale agreements. The Company expects to physically settle the forward sale agreements in full and receive proceeds by May 21, 2022.

The Company will receive proceeds from the sale of the Class A common shares offered by it in the offering, but will not initially receive any proceeds from the sale of the Class A common shares offered by the forward purchasers or their respective affiliates to the underwriters, except in certain circumstances described in the prospectus supplement relating to the offering. The Company estimates that gross proceeds to it, before deducting underwriting discounts and commissions and other estimated offering expenses, will be approximately $599.0 million, assuming full physical settlement of the forward sale agreement and excluding the option to purchase additional shares.

The Company intends to use the net proceeds from the offering to repay indebtedness under its revolving credit facility, to partially fund the previously announced redemption of its Series D and Series E Cumulative Redeemable Perpetual Preferred Shares and for general corporate purposes.

J.P. Morgan, BofA Securities and Wells Fargo Securities are acting as joint book-running managers for the offering, and Morgan Stanley and Raymond James are acting as book-running managers for the offering. PNC Capital Markets LLC, BMO Capital Markets, Mizuho Securities, Scotiabank, BTIG, Citigroup, Regions Securities LLC, Ramirez & Co., Inc., and BBVA are acting as co-managers for the offering.