tri-20221231



UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

☐ Registration Statement pursuant to Section 12 of the Securities Exchange Act of 1934

☒ Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2022
Commission File Number: 001-40889

TRICON RESIDENTIAL INC.
(Exact name of Registrant as specified in its charter)

Ontario, Canada

6510

Not Applicable

(Province or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer Identification

Number)

7 St. Thomas Street, Suite 801

Tel: 416-925-7228
(Address and telephone number of Registrant’s principal executive offices)

Corporation Service Company

1180 Avenue of the Americas, Suite 210, New York, NY 10036-8401

Tel: (800) 927-9800
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, no par value

TCN

The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

☒ Annual Information Form

☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

273,464,780 Common Shares outstanding as of December 31, 2022

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The Annual Information Form for the year ended December 31, 2022, Management’s Discussion and Analysis for the year ended December 31, 2022 and the consolidated financial statements for the years ended December 31, 2022 and 2021, in each case, of Tricon Residential Inc. (the “Company” or “Tricon”), included as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively, to this annual report on Form 40-F of the Company (the “Annual Report”), are incorporated by reference into and as an exhibit to the Company’s Registration Statement on Form F-10 (File No. 333-260043), and the Annual Report is incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-261526).

This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 40-F of Tricon Residential Inc., which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 1, 2023 (the “Original Annual Report”). This Amendment is being filed solely in order to file (i) an amended Exhibit 99.2, Management’s Discussion and Analysis for the year ended December 31, 2022, and (ii) an amended Exhibit 99.3, Consolidated Financial Statements for the years ended December 31, 2022 and 2021. In addition, pursuant to the rules of the Commission, this Amendment also contains (i) new certifications required by required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (ii) new certifications required by 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and (iii) a new consent from the Company’s auditor, PricewaterhouseCoopers LLP.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update, or restate the information in any item of the Original Annual Report or reflect any events occurring after the filing of the Original Annual Report. Accordingly, this Amendment should be read in conjunction with the Original Annual Report.

________
* Previously filed.
** Filed herewith.

Pursuant to the requirements of the Exchange Act, Tricon Residential Inc. certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to the annual report to be signed

on its behalf by the undersigned, thereto duly authorized.

Dated: March 2, 2023

TRICON RESIDENTIAL INC.

Name: Gary Berman
Title: President and Chief Executive Officer