INDEPENDENCE REALTY TRUST, INC.

 

INDEX

 

		Page
PART I—FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2026 and March 31, 2025	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months ended March 31, 2026 and March 31, 2025	5
	Condensed Consolidated Statements of Changes in Equity for the Three Months ended March 31, 2026 and March 31, 2025	6
	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2026 and March 31, 2025	7
	Notes to Condensed Consolidated Financial Statements as of March 31, 2026	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
Signatures		28

 

 

PART I—FINANCIAL INFORMATION

 

Item 1.         Financial Statements

 

Independence Realty Trust, Inc. and Subsidiaries

 

Condensed Consolidated Balance Sheets

(Unaudited and dollars in thousands, except share and per share data)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

Independence Realty Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Operations

(Unaudited and dollars in thousands, except share and per share data)

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

Independence Realty Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited and dollars in thousands)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

Independence Realty Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Changes in Equity

(Unaudited and dollars in thousands, except share and per share data)

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

Independence Realty Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Cash Flows

(Unaudited and dollars in thousands)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

NOTE 1: Organization

 

Independence Realty Trust, Inc. (“IRT”), is a self-administered and self-managed Maryland corporation that was formed on March 26, 2009 and that has elected to be taxed as a real estate investment trust (“REIT”). We are primarily engaged in the ownership, operation, management, improvement, and acquisition of multifamily apartment communities in non-gateway markets. As of March 31, 2026, we owned and operated 115 multifamily apartment properties (including one owned through a consolidated joint venture) that contain an aggregate of 33,602 units across non-gateway U.S. markets, including Atlanta, Columbus, Dallas, Denver, Houston, Indianapolis, Nashville, Oklahoma City, Raleigh-Durham, and Tampa. In addition, as of March 31, 2026, we owned two newly developed properties that are currently in lease-up, including one in Denver, Colorado, that contains 296 units and one in Austin, Texas, that contains 378 units. As of March 31, 2026, we also owned interests in three unconsolidated joint ventures, one of which owns and operates a multifamily apartment community that contains 275 units and two of which are developing multifamily apartment communities that will, upon completion, contain an aggregate of 642 units. We own all of our assets and conduct substantially all of our operations through Independence Realty Operating Partnership, LP, a Delaware limited partnership (“IROP”), of which we are the sole general partner.

 

As used herein, the terms “we,” “our,” and “us” refer to IRT and, as required by context, IROP and its subsidiaries.

 

NOTE 2: Summary of Significant Accounting Policies

 

a. Basis of Presentation

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. The unaudited interim condensed consolidated financial statements should be read in conjunction with our audited financial statements as of and for the year ended  December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our condensed consolidated financial position and condensed consolidated results of operations and cash flows are included. The results of operations for the interim periods presented are not necessarily indicative of the results for the full year. The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those described in the footnotes.

 

b. Principles of Consolidation

 

The condensed consolidated financial statements reflect our accounts and the accounts of IROP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Pursuant to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification Topic 810, “Consolidation”, IROP is considered a variable interest entity of which we are the primary beneficiary. As our significant asset is our investment in IROP, substantially all of our assets and liabilities represent the assets and liabilities of IROP.

 

c. Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

 

d. Cash and Cash Equivalents

 

Cash and cash equivalents include cash held in banks and highly liquid investments with original maturities of three months or less when purchased. Cash, including amounts restricted, may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250 per institution. We mitigate credit risk by placing cash and cash equivalents with major financial institutions. To date, we have not experienced any losses on cash and cash equivalents.

 

e. Restricted Cash

 

Restricted cash includes escrows of our funds held by lenders to fund certain expenditures, such as real estate taxes and insurance, or to be released at our discretion upon the occurrence of certain pre-specified events. As of March 31, 2026 and December 31, 2025, we had $19,926 and $24,058, respectively, of restricted cash.

 

f. Investments in Real Estate

 

Investments in real estate are recorded at cost less accumulated depreciation. Costs, including internal costs, that both add value and appreciably extend the useful life of an asset are capitalized. Expenditures for repairs and maintenance are expensed as incurred.

 

Investments in real estate are classified as held for sale in the period in which certain criteria are met including when the sale of the asset is probable, necessary approvals are obtained, and actions required to complete the plan of sale indicate that it is unlikely that significant changes to the plan of sale will be made or the plan of sale will be withdrawn.

 

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Allocation of Purchase Price of Acquired Assets

 

In accordance with FASB ASC Topic 805 (“ASC 805”), we evaluate our real estate acquisitions to determine if they should be accounted for as a business or as a group of assets. The evaluation includes an initial screen to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single asset or group of similar assets. If the screen is met, the acquisition is not a business. The properties we have acquired met the screen test and are accounted for as asset acquisitions. Under asset acquisition accounting, the costs to acquire real estate, including transaction costs related to the acquisition, are accumulated and then allocated to the individual assets and liabilities acquired based upon their relative fair value. Transaction costs and fees incurred related to the financing of an acquisition are capitalized and amortized over the life of the related financing.

 

We estimate the fair value of acquired tangible assets (consisting of land, building and improvements), identified intangible assets (consisting of in-place leases), and assumed debt at the date of acquisition, based on the evaluation of information and estimates available at that date.

 

The aggregate value of in-place leases is determined by evaluating various factors, including the terms of the leases that are in place and assumed lease-up periods. The value assigned to these intangible assets is amortized over the assumed lease up period, typically nine months. During the three months ended March 31, 2026 and 2025, we acquired in-place leases with a value of $753 and $1,829, respectively, related to our acquisitions that are discussed further in Note 3 “Investments in Real Estate". During the three months ended March 31, 2026 and 2025, we recorded $2,159 and $1,853, respectively, of amortization for intangible assets. For each of the three months ended March 31, 2026 and 2025, we wrote-off fully amortized intangible assets of $0. As of March 31, 2026, we expect to record additional amortization expense on current in-place intangible assets of $1,564 for the remainder of 2026.

 

Impairment of Long-Lived Assets

 

Management evaluates the recoverability of our investments in real estate assets, including related identifiable intangible assets, in accordance with FASB ASC Topic 360, “Property, Plant and Equipment”. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the assets is not assured.

 

We review our long-lived assets on an ongoing basis and evaluate the recoverability of the carrying value when there is an indicator of impairment. An impairment charge is recognized when it is determined that the carrying value of the asset exceeds the fair value. The estimated cash flows and estimated fair value used in the impairment analysis are determined based on our plans for the respective assets, including the expected hold period, and our assessment of market and economic conditions. The estimates consider matters such as current and historical rental rates and collection levels, occupancies for the respective and/or comparable properties, and recent sales data for comparable properties. Changes in our plans or views of market and economic conditions may result in adjustments to estimated future cash flows, which could lead to recognition of impairment losses. These losses, as guided by the applicable accounting standards, could be significant. For the three months ended March 31, 2026 and 2025 we recorded no impairment charges on account of real estate classified as held for sale and sold properties.

 

Depreciation Expense

 

Depreciation expense for real estate assets is computed using a straight-line method based on a life of 40 years for buildings and improvements and five to ten years for furniture, fixtures, and equipment. For the three months ended March 31, 2026 and 2025, we recorded $61,952 and $56,454 of depreciation expense, respectively. During the three months ended March 31, 2026 and 2025, we wrote-off fully depreciated fixed assets of $4,770 and $7,792, respectively. 

 

Casualty Related Costs

 

Occasionally, we incur losses at our communities from wind storms, floods, fires and similar hazards. In these cases, we estimate the carrying value of the damaged property and record a casualty loss for the difference between the estimated carrying value and the insurance proceeds, if any. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is recorded in casualty losses (gains), net when the proceeds are received. During the three months ended March 31, 2026 and 2025, we recorded $77 and ($115) of casualty losses (gains), net, respectively.

 

g. Investments in Real Estate Under Development

 

We capitalize direct and indirect project costs incurred during the development period such as construction, insurance, architectural, legal, interest costs, and real estate taxes. At such time as the development is considered substantially complete, the capitalization of certain indirect costs such as real estate taxes, interest costs, and all project-related costs in real estate under development are reclassified to investments in real estate. For the three months ended March 31, 2026 and 2025, we recorded $1,557 and $1,559, respectively, of capitalized interest expense on our investments in real estate under development. 

 

As of March 31, 2026 and December 31, 2025, the carrying value of our investments in real estate under development in Denver, Colorado and Austin, Texas totaled $127,840 and $60,116 respectively, net of $120,773 and $67,511 placed in service, respectively, and was recorded as a separate line item in our condensed consolidated balance sheets.

 

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h. Investments in Unconsolidated Real Estate Entities

 

We have entered into joint ventures with unrelated third parties to acquire, develop, own, operate, and manage real estate assets. Our joint ventures are funded with a combination of debt and equity. We will consolidate entities that we control as well as any variable interest entity ("VIE") where we are the primary beneficiary. Under the VIE model, we consolidate an entity when we have the ability to direct the activities of the VIE and the obligations to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, we consolidate an entity when we control the entity through ownership of a majority voting interest. We separately analyzed the initial accounting for each of our investments in unconsolidated real estate entities and concluded that each investment is a voting interest entity. Our equity interest varies for each of our investments in unconsolidated real estate entities between 66.6% and 90% but, in each case, we share control of the major decisions that most significantly impact the joint ventures with our partners. Since we do not control the joint venture through our ownership interest, they are accounted for under the equity method of accounting, and are included in investments in unconsolidated real estate entities on our condensed consolidated balance sheets. Under the equity method of accounting, the investments are carried at cost plus our share of net earnings or losses. For the three months ended March 31, 2026 and 2025, we recorded $519 and $954, respectively, of capitalized interest expense on our investments in unconsolidated real estate entities in our condensed consolidated balance sheets. 

 

i. Revenue and Expenses

 

Rental and Other Property Revenue

 

We apply FASB ASC Topic 842, “Leases” (“ASC 842”) with respect to our accounting for rental income. We primarily lease apartment units under operating leases generally with terms of one year or less. Rental payments are generally due monthly and rental revenues are recognized on an accrual basis when earned. We have elected to account for lease (i.e., fixed payments including base rent) and non-lease components (i.e., tenant reimbursements and certain other service fees) as a single combined operating lease component since (1) the timing and pattern of transfer of the lease and non-lease components is the same, (2) the lease component is the predominant element, and (3) the combined single lease component would be classified as an operating lease.

 

We make ongoing estimates of the collectability of our base rents, tenant reimbursements, and other service fees included within rental and other property revenue. If collectability is not probable, we adjust rental and other property income for the amount of uncollectible revenue.

 

j. Derivative Instruments

 

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure, as well as to hedge specific anticipated transactions. While these instruments may impact our periodic cash flows, they benefit us by minimizing the risks and/or costs previously described. The counterparties to these contractual arrangements are major financial institutions with which we, and our affiliates, may also have other financial relationships. In the event of nonperformance by the counterparties, we are potentially exposed to credit loss. However, because of the high credit ratings of the counterparties, we do not anticipate that any of the counterparties will fail to meet their obligations.

 

In accordance with FASB ASC Topic 815, “Derivatives and Hedging”, we measure each derivative instrument at fair value and record such amounts in our condensed consolidated balance sheets as either an asset or liability. For derivatives designated as cash flow hedges, the changes in the fair value of the effective portions of the derivative are reported in other comprehensive income and changes in the fair value of the ineffective portions of cash flow hedges, if any, are recognized in earnings. For derivatives not designated as hedges, the changes in fair value of the derivative instrument are recognized in earnings. Any derivatives that we designate in hedge relationships are done so at inception. At inception, we determine whether or not the derivative is highly effective in offsetting changes in the designated interest rate risk associated with the identified indebtedness using regression analysis. At each reporting period, we update our regression analysis and use the hypothetical derivative method to measure any ineffectiveness.

 

k. Fair Value of Financial Instruments

 

In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes. Assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined in FASB ASC Topic 820, “Fair Value Measurements and Disclosures” and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

 

•

Level 1: Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at Level 1 fair value generally are equity securities listed in active markets. As such, valuations of these investments do not entail a significant degree of judgment.

 

•

Level 2: Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

•

Level 3: Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

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FASB ASC Topic 825, “Financial Instruments” requires disclosure of the fair value of financial instruments for which it is practicable to estimate that value. Given that cash and cash equivalents and restricted cash are short term in nature with limited fair value volatility, the carrying amount is deemed to be a reasonable approximation of fair value and the fair value input is classified as a Level 1 fair value measurement. The fair value input for derivatives is classified as a Level 2 fair value measurement within the fair value hierarchy. The fair value of our unsecured revolver, term loans, and mortgage indebtedness is based on a discounted cash flows valuation technique. As this technique utilizes current credit spreads, which are generally unobservable, this is classified as a Level 3 fair value measurement within the fair value hierarchy. We determine appropriate credit spreads based on the type of debt and its maturity. There were no transfers between levels in the fair value hierarchy for the three months ended March 31, 2026. The following table summarizes the carrying amount and the fair value of our financial instruments as of the periods indicated:

 

		As of March 31, 2026								As of December 31, 2025
		Carrying				Estimated				Carrying				Estimated
Financial Instrument		Amount				Fair Value				Amount				Fair Value
Assets
Cash and cash equivalents		$	23,341			$	23,341			$	23,564			$	23,564
Restricted cash			19,926				19,926				24,058				24,058
Derivative assets			11,586				11,586				9,840				9,840
Liabilities
Debt:
Unsecured revolver			206,200				211,102				194,357				200,399
Unsecured term loans			746,170				751,995				598,858				602,687
Secured credit facilities			589,665				565,215				593,167				569,169
Mortgages			742,476				712,525				746,548				717,612
Unsecured notes			149,032				150,250				148,545				150,247
Derivative liabilities			—				—				346				346

 

l. Deferred Financing Costs

 

Costs incurred in connection with debt financing are deferred and classified within indebtedness and charged to interest expense over the terms of the related debt agreements, under the effective interest method.

 

m. Office Leases

 

In accordance with FASB ASC Topic 842, “Leases”, lessees are required to recognize a right-of-use asset and a lease liability on the balance sheet at the lease commencement date for all leases, except those leases with terms of less than a year. We lease corporate office space under leases with terms of up to 10 years and that may include extension options, but that do not include any residual value guarantees or restrictive covenants. As of March 31, 2026 and December 31, 2025, we had $2,617 and $2,771, respectively, of operating lease right-of-use assets and $2,915 and $3,082, respectively, of operating lease liabilities related to our corporate office leases. The operating lease right-of-use assets are presented within other assets and the operating lease liabilities are presented within other liabilities in our condensed consolidated balance sheets. During the three months ended March 31, 2026 and 2025, we recorded $196 and $120, respectively, of total operating lease expense which is recorded within property management expense and general and administrative expenses in our condensed consolidated statements of operations.

 

n. Income Taxes

 

We have elected to be taxed as a REIT. Accordingly, we recorded no income tax expense for the three months ended March 31, 2026 and 2025.

 

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our ordinary taxable income to stockholders. As a REIT, we generally are not subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders; however, we believe that we are organized and operate in such a manner as to qualify and maintain treatment as a REIT and intend to operate in such a manner so that we will remain qualified as a REIT for federal income tax purposes.

 

o. Recent Accounting Pronouncements

 

Below is a brief description of recent accounting pronouncements that could have a material effect on our condensed consolidated financial statements.

 

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-12, Codification Improvements, as part of its ongoing project to clarify, correct and improve various topics within the Accounting Standards Codification (“ASC”). The amendments cover 33 specific issues, two of which are particularly relevant to REITs, (i) clarifications on the calculation of diluted earnings per share when a loss from continuing operations exists (Topic 260), and (ii) the exclusion of certain lease receivables from enhanced credit loss disclosures (Topic 310). The standard is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those years. Early adoption is permitted on an issue-by-issue basis. The Company is currently evaluating the impact of ASU 2025-12 on its consolidated financial position, results of operations and disclosures.

 

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In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The update is designed to better align hedge accounting with an entity's risk management activities by making targeted improvements to the hedge accounting model. Key amendments include, Similar Risk Assessment, which replaces the “shared risk exposure” requirement for grouping forecasted transactions in a cash flow hedge with a “similar risk exposure” requirement, permitting broader aggregation of hedged risks, Choose-Your-Rate Debt which introduces a model for hedging interest payments on variable-rate borrowings where the borrower can change reference rates without automatically triggering hedge de-designation, and Net Written Options which clarifies that certain instruments, such as, interest rate swaps with floors, may qualify as hedging instruments without being subject to the net written option test, provided. The standard is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods within those years. Early adoption is permitted. The guidance is generally required to be applied on a prospective basis. The Company is currently evaluating the impact of ASU 2025-09 on its consolidated financial position, results of operations and disclosures.

 

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosure of information about specific cost and expense categories in the notes to the financial statements. This ASU is effective for the Company for annual reporting periods beginning after December 15, 2026, and for interim reporting periods commencing in 2028 and may be applied either prospectively or retrospectively. The Company is currently evaluating the effect that the ASU will have on its consolidated financial position, results of operations and disclosures.

NOTE 3: Investments in Real Estate

 

As of March 31, 2026, our investments in real estate consisted of 115 operating apartment properties, including one owned through a consolidated joint venture, that contain an aggregate of 33,602 units. The following table summarizes our investments in real estate except for two properties that we classified as held for sale as of March 31, 2026:

		As of March 31, 2026				As of December 31, 2025				Depreciable Lives (In years)
Land		$	581,382			$	573,777				—
Building			5,523,902				5,450,891				40
Furniture, fixtures and equipment			594,858				571,339				5 - 10
Total investments in real estate		$	6,700,142			$	6,596,007
Accumulated depreciation			(972,660	)			(915,247	)
Investments in real estate, net		$	5,727,482			$	5,680,760

 

The following table summarizes our properties held for sale as of  March 31, 2026.

 

Property		Market		Units				Carrying Value
Bella Terra at City Center		Denver, CO			304			$	49,392
Stonebridge Crossing		Memphis, TN			500				27,466
					804			$	76,858

 

Acquisitions

 

The following table summarizes our asset acquisition for the three months ended March 31, 2026:

 

Property

Date Acquired

Market

Units

Purchase Price

The Retreat at Canal

1/15/2026

Columbus, OH

140

$

29,500

 

The following table summarizes the relative fair value of the assets and liabilities associated with acquisitions during the three months ended March 31, 2026, on the date of acquisition accounted for under FASB ASC Topic 805-50-15-3.

 

		Fair Value of Assets and Liabilities Acquired During the
		Three Months Ended
		March 31, 2026
Assets acquired:
Investments in real estate		$	28,923
Other assets			17
Intangible assets			753
Total assets acquired		$	29,693
Liabilities assumed:
Accounts payable and accrued expenses		$	281
Other liabilities			19
Total liabilities assumed			300
Estimated fair value of net assets acquired		$	29,393

 

Dispositions

 

There were no asset dispositions for the three months ended March 31, 2026.

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NOTE 4: Investments in Unconsolidated Real Estate

 

As of March 31, 2026, our investments in unconsolidated real estate entities had aggregate land, building, and capitalized construction in progress costs of $164,613 and aggregate construction debt of $79,153. We do not guarantee any debt, capital payout or other obligations associated with these entities. We recognize earnings or losses from our investments in unconsolidated real estate entities consisting of our proportionate share of the net earnings or losses of the joint ventures. We recognized losses of $1,047 and $590 from equity method investments during the three months ended March 31, 2026 and 2025, respectively, and these losses were recorded in loss from investments in unconsolidated real estate entities in our condensed consolidated statements of operations.

 

The following table summarizes our investments in unconsolidated real estate entities as of March 31, 2026 and December 31, 2025:

 

												Carrying Value As Of
Investments in Unconsolidated Real Estate Entities		Location		Units (1)				IRT Ownership Interest				March 31, 2026				December 31, 2025
Lakeline Station (2)		Austin, TX			—				—			$	—			$	42,179
The Mustang (3)		Dallas, TX			275				85.0	%			31,944				30,578
Nexton Pine Hollow		Charleston, SC			324				90.0	%			29,073				22,097
The Approach		Indianapolis, IN			318				66.6	%			5,543				3,409
Total					917							$	66,560			$	98,263

 

(1)

Represents the total number of units after development is complete and each property is placed in service.

(2)

On January 20, 2026, we acquired our joint venture partner's 10% membership interest and assumed full operational control and 100% equity ownership of the Tisdale at Lakeline Station property underlying this joint venture. We began consolidating the assets and liabilities of the property and its operating results effective January 20, 2026. As of December 31, 2025, we had a 90% interest in the 378-unit property underlying the joint venture.

(3)

The Mustang is an operating property consisting of 275 total units. The property is currently being marketed for sale.

 

The following table summarizes the assets and liabilities recognized upon the consolidation of Tisdale at Lakeline Station, our former unconsolidated real estate entity during the three months ended March 31, 2026, on the date of consolidation of January 20, 2026.

		Assets and Liabilities Consolidated During the
		Three Months Ended
		March 31, 2026
Assets:
Cash and cash equivalents		$	41
Restricted cash			53
Other assets			204
Investments in real estate			28,708
Investments in real estate under development			90,395
Total assets		$	119,401
Liabilities:
Accounts payable and accrued expenses		$	4,394
Other liabilities			49
Mortgage loan (1)			72,675
Total liabilities			77,118
Derecognition of investments in unconsolidated real estate entities			42,283
Total liabilities and equity		$	119,401

 

(1)

The mortgage loan was repaid using proceeds from our unsecured revolver and paid off concurrently with acquiring our joint venture partner's 10% membership interest on January 20, 2026.

NOTE 5: Indebtedness

 

Unsecured Revolver and Term Loans 

 

On February, 11, 2026, IROP entered into the Sixth Amended and Restated Credit Agreement (the “Sixth Restated Credit Agreement”) by and among IROP, as borrower, IRT as parent guarantor, KeyBank National Association, as administrative agent, and the other agents and lender parties thereto, which amended and restated in its entirety the Fifth Amended and Restated Credit agreement dated as of January 8, 2025 (the “Fifth Restated Credit Agreement”). The Fifth Restated Credit Agreement provided for a $750,000 unsecured revolving credit facility (the “Unsecured Revolver”) with a January 8, 2029 scheduled maturity date and two unsecured term loans, specifically: (i) a $200,000 term loan with a May 18, 2026 maturity date (the “2026 Term Loan”) and (ii) a $400,000 term loan with a January 28, 2028 maturity date (the “2028 Term Loan”). The Sixth Restated Credit Agreement provides for a new $350.0 million unsecured term loan with a maturity date of February 11, 2030, subject to a one year extension option (the “2030 Term Loan”). A portion of the proceeds from the 2030 Term Loan were used to pay off outstanding borrowings under the 2026 Term Loan.

 

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The Sixth Restated Credit Agreement increased the aggregate amount of borrowings under the credit agreement to $1,500,000 and permits IROP to request the capacity be further increased to $2,000,000 subject to certain terms and conditions, including receipt of commitments from one or more lenders, whether or not currently parties to the Sixth Restated Credit Agreement, to provide such increased amounts, which increase may be allocated, at IROP’s option, to the Unsecured Revolver and/or to one or more of the term loans, in accordance with the Sixth Restated Credit Agreement. Refer to our 2025 Annual Report for additional borrowing terms and financial covenant details.

 

The following tables contain summary information concerning our consolidated indebtedness as of March 31, 2026:

 

Consolidated Debt:		Outstanding Principal				Unamortized Debt Issuance Costs				Unamortized Loan (Discount)/Premiums				Carrying Amount				Type		Weighted Average Contractual Rate (2)				Weighted Average Effective Rate (3)				Weighted Average Maturity (in years)
Unsecured revolver (1)		$	210,372			$	(4,172	)		$	—			$	206,200			Floating			4.4	%			4.8	%			2.8
Unsecured term loans			750,000				(3,830	)			—				746,170			Floating			4.5	%			4.0	%			2.8
Secured credit facilities			580,193				(1,451	)			10,923				589,665			Fixed			4.2	%			4.4	%			2.7
Mortgages			736,091				(2,525	)			8,910				742,476			Fixed			3.9	%			4.0	%			3.1
Unsecured notes			150,000				(968	)			—				149,032			Fixed			5.4	%			5.6	%			7.0
Total Consolidated Debt		$	2,426,656			$	(12,946	)		$	19,833			$	2,433,543						4.3	%			4.3	%			3.1

 

(1)

The unsecured revolver total capacity is $750,000, of which $210,372 was drawn as of March 31, 2026.

(2)

Represents the weighted average of the contractual interest rates in effect as of  March 31, 2026, without regard to any interest rate swaps or collars.

(3)

Represents the weighted average effective interest rates for the three months ended March 31, 2026, including the impact of interest rate swaps and collars, the amortization of hedging costs, and deferred financing costs, but excluding the impact of loan premium amortization, discount accretion, and interest capitalization.

 

		Scheduled maturities on our consolidated indebtedness outstanding as of March 31, 2026
Consolidated Debt:		2026				2027				2028				2029				2030				Thereafter
Unsecured revolver		$	—			$	—			$	—			$	210,372			$	—			$	—
Unsecured term loans			—				—				400,000				—				350,000				—
Secured credit facilities			6,790				10,081				453,937				2,669				106,716				—
Mortgages			123,259				11,281				126,019				416,030				—				59,502
Unsecured notes			—				—				—				—				—				150,000
Total		$	130,049			$	21,362			$	979,956			$	629,071			$	456,716			$	209,502

 

The following table contains summary information concerning our consolidated indebtedness as of December 31, 2025:

 

Consolidated Debt:		Outstanding Principal				Unamortized Debt Issuance Costs				Unamortized Loan (Discount)/Premiums				Carrying Amount				Type		Weighted Average Contractual Rate (2)				Weighted Average Effective Rate (3)				Weighted Average Maturity (in years)
Unsecured revolver (1)		$	198,892			$	(4,535	)		$	—			$	194,357			Floating			4.5	%			4.8	%			3.0
Unsecured term loans			600,000				(1,142	)			—				598,858			Floating			4.6	%			4.0	%			1.5
Secured credit facilities			582,535				(1,525	)			12,157				593,167			Fixed			4.2	%			4.4	%			2.9
Mortgages			739,596				(2,741	)			9,693				746,548			Fixed			3.9	%			4.0	%			3.3
Unsecured notes			150,000				(1,455	)			—				148,545			Fixed			5.4	%			5.6	%			7.3
Total Consolidated Debt		$	2,271,023			$	(11,398	)		$	21,850			$	2,281,475						4.3	%			4.3	%			3.0

 

(1)

The unsecured revolver total capacity was $750,000, of which $198,892 was drawn as of December 31, 2025.

(2)

Represents the weighted average of the contractual interest rates in effect as of year-end December 31, 2025, without regard to any interest rate swaps or collars.

(3)

Represents the total weighted average effective interest rate for the three months ended December 31, 2025, including the impact of interest rate swaps and collars, the amortization of hedging costs, and deferred financing costs, but excluding the impact of loan premium amortization, discount accretion, and interest capitalization.

 

As of March 31, 2026, we were in compliance with all financial covenants contained in our consolidated indebtedness.

 

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NOTE 6: Derivative Financial Instruments

 

The following table summarizes the aggregate notional amounts and estimated net fair values of our derivative instruments as of March 31, 2026 and December 31, 2025:

 

		As of March 31, 2026												As of December 31, 2025
		Notional				Fair Value of Assets				Fair Value of Liabilities				Notional				Fair Value of Assets				Fair Value of Liabilities
Cash flow hedges:
Interest rate swaps		$	500,000			$	6,105			$	—			$	600,000			$	6,006			$	346
Interest rate collars			200,000				4,002				—				200,000				3,344				—
Forward interest rate swap			150,000				1,479				—				150,000				490				—
Total		$	850,000			$	11,586			$	—			$	950,000			$	9,840			$	346

 

Effective interest rate swaps and collars are reported in accumulated other comprehensive income, and the fair value of these hedge agreements is recorded as derivative assets or liabilities on the face of our condensed consolidated balance sheets.

 

For our interest rate swaps and collars that are considered highly effective hedges, we reclassified realized gains of $2,083 and $3,309 to earnings within interest expense for the three months ended March 31, 2026 and 2025, respectively, and we expect gains of $6,929 to be reclassified out of accumulated other comprehensive income to earnings over the next 12 months.

 

NOTE 7: Stockholders' Equity and Noncontrolling Interests

 

Stockholders’ Equity

 

On March 9, 2026, our board of directors declared a dividend of $0.17 per share on our common stock, which was paid on  April 17, 2026 to common stockholders of record as of March 27, 2026.

 

ATM Program

 

On July 28, 2023, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock under our shelf registration statement having an aggregate offering price of up to $450,000 (the “ATM Program”) 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”). Under the ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis. There were no forward sale transactions and no shares of our common stock were sold under the ATM Program during the three months ended March 31, 2026. As of March 31, 2026, approximately $342,400 remained available for issuance under the ATM Program.

 

Stock Repurchase Program

 

On May 18, 2022, our board of directors authorized a common stock repurchase program (the "Stock Repurchase Program") covering up to $250,000 in shares of our common stock. Under the Stock Repurchase Program, we, in our discretion, may purchase our shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of our shares, trading volumes and general market conditions. The Stock Repurchase Program has no time limit and may be suspended or discontinued at any time. During the three months ended March 31, 2026, we repurchased and retired 1,839,460 shares of common stock under our Stock Repurchase Program at a weighted average price of $16.24 per share at a total cost of $29,937. No shares were repurchased under our Stock Repurchase Program during the three months ended March 31, 2025. As of March 31, 2026, $190,087 in shares of our common stock remained authorized for repurchase under our Stock Repurchase Program.

 

Noncontrolling Interest

 

During the three months ended March 31, 2026, no holders of IROP units exchanged units for shares of our common stock. As of March 31, 2026, 5,941,643 IROP units held by unaffiliated third parties remain outstanding.

 

On March 9, 2026, our board of directors declared a dividend of $0.17 per IROP unit, which was paid on  April 17, 2026 to IROP unit holders of record as of March 27, 2026.

 

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NOTE 8: Equity Compensation Plans

 

Long Term Incentive Plan

 

On May 18, 2022, our stockholders approved our 2022 Long Term Incentive Plan (the “2022 Incentive Plan”). The 2022 Incentive Plan provides for grants of equity and equity-based awards to our employees, officers, directors, consultants and other service providers, and such awards may take the form of restricted or unrestricted shares of common stock, non-qualified stock options, incentive stock options, restricted stock units (“RSUs”), stock appreciation rights (“SARs”), dividend equivalents and other equity and cash-based awards. A maximum of 8,000,000 shares of our common stock may be issued under the 2022 Incentive Plan (plus up to an additional 702,300 shares of our common stock remain available from our prior incentive plan, to the extent that shares subject to outstanding awards under a prior plan are recycled into the 2022 Incentive Plan), subject to customary adjustment for stock splits, reverse stock splits and similar corporate events or transactions affecting shares of our common stock.

 

The restricted shares and RSUs granted under the Incentive Plan generally vest or vested over a two-to four-year period. In addition, we have granted unrestricted shares to our non-employee directors. These awards generally vest or vested immediately. A summary of restricted and unrestricted common share awards and RSU activity is presented below.

 

		2026
		Number of Shares				Weighted Average Grant Date Fair Value Per Share
Balance, January 1,			539,069			$	17.94
Granted			303,489				16.30
Vested			(230,438	)			17.53
Forfeited			(12,599	)			17.82
Balance, March 31, (1)			599,521			$	17.27

 

(1)

The outstanding award balances above include 163,316 and 156,732 RSUs as of March 31, 2026 and December 31, 2025, respectively.

 

On February 3, 2026, our compensation committee awarded 194,574 performance share units (“PSUs”) (measured at target) to our executive officers. The number of PSUs earned will be based on attainment of certain performance criteria over a three-year period, with the actual number of shares issuable ranging between 0% and 150% of the target number of PSUs granted. Half of any PSUs earned will vest, and shares will be issued in respect thereof, immediately following the end of the three-year performance period; the remaining half of any PSUs earned will vest, and shares will be issued in respect thereof, after an additional one-year period of service.

 

During the three months ended March 31, 2026 and 2025, a portion of the RSUs and PSUs granted were issued to employees who are retirement eligible. The fact that the grantees are retirement eligible resulted in immediate recognition of the associated stock-based compensation expense totaling $2,437 and $2,826, respectively.

 

NOTE 9: Earnings Per Share

 

The following table presents a reconciliation of basic and diluted earnings per share for the three months ended March 31, 2026 and 2025:

 

		For the Three Months Ended
		March 31,
		2026				2025
Net (loss) income		$	(127	)		$	8,526
Loss (income) allocated to noncontrolling interest			59				(172	)
(Loss) income allocable to common shares		$	(68	)		$	8,354
Weighted-average shares outstanding—Basic			236,432,728				230,723,583
Weighted-average shares outstanding—Diluted			236,432,728				231,828,484
Earnings per share—Basic		$	0.00			$	0.04
Earnings per share—Diluted		$	0.00			$	0.04

 

Certain IROP units, RSAs, RSUs and PSUs were excluded from the earnings per share computation because their effect would have been anti-dilutive, totaling 7,147,531 for the three months ended March 31, 2026. Certain IROP units and shares deliverable under the forward sale agreements pursuant to the ATM Program were excluded from the earnings per share computation because their effect would have been anti-dilutive, totaling 8,623,243 for the three months ended March 31, 2025.

 

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NOTE 10: Segment Reporting

 

Each of our multifamily properties is considered an operating segment that earns revenues through the leasing of apartment homes and incurs associated expenses. We aggregate our multifamily properties on a same-store and non same-store basis, and as a result, have identified two reportable segments.

 

•

Same-Store includes properties that were owned and not a development property as of January 1, 2025, and that have not been sold or identified as held for sale.

 

•

Non Same-Store includes properties that did not meet the definition of a same-store property as of January 1, 2025.

 

GAAP guidance requires that segment disclosures present the measures used by the Chief Operating Decision Maker (“CODM”) to decide how to allocate resources and for purposes of assessing segment performance. The CODM uses net operating income (“NOI”) as the primary financial measure to evaluate operating results of our multifamily properties, including analyses compared to prior periods and budgeted operating results. NOI is defined as total property revenues less total property operating expenses, excluding interest expenses, depreciation and amortization, casualty related costs and gains, property management expenses, general and administrative expense and net gains on sale of assets.

 

Segment assets consist of real estate held for investment, real estate held for sale and investments in real estate under development. Non-segment assets consist of assets in the Company’s other non-reportable segments and corporate non-segment assets, which are comprised of cash and cash equivalents, restricted cash, investments in unconsolidated real estate entities, other assets, derivative assets and intangible assets. Reportable segment asset information is not provided to the CODM as the CODM does not use segment asset information to evaluate the business and allocate resources.

 

The following table details NOI for our two reportable segments for the three months ended March 31, 2026 and 2025, and reconciles NOI to Net (loss) income on the condensed consolidated statements of operations. The segments are classified as same-store or non same-store based on the individual property’s status as of March 31, 2026.

		For the Three Months Ended March 31,
		2026				2025
Revenue:
Same-store (1) rental and other property revenue		$	156,095			$	154,004
Non same-store (1) rental and other property revenue			9,118				6,901
Total reportable segments revenue			165,213				160,905
Other income			109				338
Total consolidated revenue			165,322				161,243
Operating Expenses:
Same-store
Real estate taxes			19,750				19,378
Property insurance			3,278				3,900
Personnel expenses			12,808				11,949
Utilities			8,215				7,786
Repairs and maintenance			4,175				4,345
Contract services			6,161				5,790
Advertising expenses			1,862				1,933
Other property operating expenses (2)			1,590				1,623
Total same-store operating expenses			57,839				56,704
Non same-store
Total non same-store operating expenses			4,285				2,559
Total reportable segments operating expenses			62,124				59,263
Net Operating Income:
Same-store NOI			98,256				97,300
Non same-store NOI			4,833				4,342
Total reportable segments NOI			103,089				101,642
Adjustments:
Other revenue			109				338
Property management expenses			(8,237	)			(7,826	)
General and administrative expenses			(8,514	)			(8,406	)
Depreciation and amortization			(64,632	)			(58,725	)
Casualty (losses) gains, net			(77	)			115
Interest expense			(20,732	)			(19,348	)
Gain on sale of real estate assets, net			—				1,496
Loss on extinguishment of debt			—				(67	)
Other loss			(86	)			(103	)
Loss from investments in unconsolidated real estate entities			(1,047	)			(590	)
Net (loss) income		$	(127	)		$	8,526

 

	(1)	Same-store portfolio consists of 109 properties, which represent 31,735 units. Non same-store portfolio consists of 6 properties, which represent 1,867 units.
	(2)	Other property operating expenses includes property office, administrative and legal costs.

 

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NOTE 11: Other Disclosures 

 

Litigation

 

We are subject to various legal proceedings and claims that arise in the ordinary course of our business operations. Matters which arise out of allegations of bodily injury, property damage, employment practices and professional liability are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we currently believe the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows.

 

Starting around November 2022, putative class action representatives began filing complaints in various United States District Courts across the country naming as defendants RealPage, Inc. (“RealPage”), a seller of revenue management products, and approximately 50 defendants who own and/or manage multifamily residential rental housing, alleging that the defendants conspired to fix, raise, maintain, and stabilize rent prices in violation of Section 1 of the Sherman Act. Some of the complaints, including one filed on November 14, 2022, in the U.S. District Court for the Northern District of Illinois, named us as one of the defendants, and others did not. The actions were consolidated for pretrial proceedings in the Middle District of Tennessee. Discovery is ongoing. It is not possible for the Company to estimate the amount of loss, if any, which may be associated with an adverse decision in this matter. We deny all allegations of wrongdoing and intend to defend against these claims vigorously. See Part II, Item 1, Legal Proceedings, for additional information regarding our legal proceedings.

 

Other Matters

 

To the extent that a natural disaster or similar event occurs with more than a remote risk of having a material impact on the consolidated financial statements, we will disclose the estimated range of possible outcomes, and, if an outcome is probable, accrue an appropriate liability.

 

 

Loss Contingencies

 

We record an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. Management reviews these accruals quarterly and makes revisions based on changes in facts and circumstances. When a loss contingency is not both probable and reasonably estimable, management does not accrue the loss. However, if the loss (or an additional loss in excess of an earlier accrual) is at least a reasonable possibility and material, then management discloses a reasonable estimate of the possible loss, or range of loss, if such reasonable estimate can be made. If we cannot make a reasonable estimate of the possible loss, or range of loss, then a statement to that effect is disclosed.

 

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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

The Securities and Exchange Commission (the “SEC”), encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report contains or incorporates by reference such “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements.

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act. Such forward-looking statements include, but are not limited to, our expectations with respect to the timing and terms of sales, if any, with respect to the two properties which are classified as held for sale as of March 31, 2026, the assumptions underlying the determination of the fair value of our impairment charge for one of our properties held for sale as of March 31, 2026 and our expectations with respect to future acquisitions and dispositions. All statements in this Quarterly Report on Form 10-Q that address financial and operating performance, events or developments that we expect or anticipate will occur or be achieved in the future are forward-looking statements.

 

Our forward-looking statements are not guarantees of future performance and involve estimates, projections, forecasts and assumptions, including as to matters that are not within our control, and are subject to risks and uncertainties including, without limitation, risks and uncertainties related to changes in market demand for rental apartment homes and pricing pressures, including from competitors, that could lead to declines in occupancy and rent levels, uncertainty and volatility in capital and credit markets, including changes that reduce availability, and increased costs of capital, unexpected changes in our intention or ability to repay certain debt prior to maturity, increased costs on account of inflation, increased competition in the labor market, delays in the completion of, and failure to achieve anticipated benefits of, our projects with our joint venture partners, inability to sell certain assets, including those assets designated as held for sale, within the time frames or at the pricing levels expected, failure to achieve expected benefits from the redeployment of proceeds from asset sales, inability or failure to achieve anticipated benefits from future acquisitions and dispositions, delays in completing, and cost overruns incurred in connection with, our Value Add Initiatives and failure to achieve rent increases and occupancy levels on account of the Value Add Initiatives, unexpected impairments or impairments in excess of our estimates, new and/or increased regulations generally and specifically on the rental housing market, including legislation that may regulate rents and fees or delay or limit our ability to evict non-paying residents, risks endemic to real estate and the real estate industry generally, the impact of potential outbreaks of infectious diseases and measures intended to prevent the spread or address the effects thereof, economic conditions, including inflation and recessionary conditions and their related impacts on the real estate industry, U.S. and global trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, the impacts from the U.S. government shutdown, the impacts from existing and/or future U.S. foreign policy decisions including the involvement of the U.S. in foreign disputes and foreign wars, the effects of natural and other disasters, unknown or unexpected liabilities, including the cost of legal proceedings, costs and disruptions as the result of a cybersecurity incident or other technology disruption, including but not limited to a third party's unauthorized access to our data or the data of our residents, unexpected capital needs, inability to obtain appropriate insurance coverages at reasonable rates, or at all, or losses from catastrophes in excess of our insurance coverages, and share price fluctuations. Please refer to the documents filed by us with the SEC, including specifically the “Risk Factors” sections of our 2025 Annual Report, and our other filings with the SEC, which identify additional factors that could cause actual results to differ from those contained in forward-looking statements.

 

These forward-looking statements are based upon the beliefs and expectations of our management at the time of this Quarterly Report on Form 10-Q and our actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. We undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

 

Overview

 

Our Company

 

We are a self-administered and self-managed Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”). We are primarily engaged in the ownership, operation, management, improvement, and acquisition of multifamily apartment communities in non-gateway markets. As of March 31, 2026, we owned and operated 115 multifamily apartment properties (including one owned through a consolidated joint venture) that contain an aggregate of 33,602 units. Our properties are located in Alabama, Colorado, Florida, Georgia, Indiana, Kentucky, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee and Texas. In addition, as of March 31, 2026, we owned two newly developed properties, including one in Denver, Colorado, that contains 296 units and one in Austin, Texas that contains 378 units. As of March 31, 2026, we also owned interests in three unconsolidated joint ventures, one of which owns and operates a multifamily apartment community that contains 275 units and two of which that are developing multifamily apartment communities that will contain, upon completion, an aggregate of 642 units. We do not have any foreign operations and our business is not seasonal.

 

Our Business Objective and Investment Strategies

 

Our primary business objective is to maximize stockholder value through diligent portfolio management, strong operational performance, and a consistent return of capital through distributions and capital appreciation. Our investment strategy is focused on the following:

 

•

gaining scale within key amenity rich submarkets of non-gateway cities that offer good school districts, high-quality retail and major employment centers and are unlikely to experience substantial new apartment construction in the foreseeable future;

 

•

increasing cash flows at our existing apartment properties through prudent property management and strategic renovation projects; and

 

•

acquiring additional properties that have strong and stable occupancies and support a rise in rental rates or that have the potential for repositioning through capital expenditures or tailored management strategies.

 

 

Consolidated Property Portfolio (1)

 

As of March 31, 2026, we owned and consolidated 115 multifamily apartment properties, totaling 33,602 units. Below is a summary of our consolidated property portfolio by market.

 

(Dollars in thousands, except per unit data)		As of March 31, 2026																For the Three Months Ended March 31, 2026
Market		Number of Properties				Units				Gross Real Estate Assets				Period End Occupancy				Average Effective Monthly Rent per Unit				Net Operating Income				% of NOI
Atlanta, GA			13				5,180			$	1,137,836				94.2	%		$	1,581			$	15,093				14.7	%
Dallas, TX			14				4,007				903,078				95.6	%			1,801				13,618				13.3	%
Columbus, OH			11				2,650				415,152				95.8	%			1,577				7,932				7.5	%
Tampa-St. Petersburg, FL			6				1,791				398,938				94.5	%			1,935				6,731				6.6	%
Indianapolis, IN			8				2,259				363,126				95.2	%			1,493				6,435				6.3	%
Denver, CO (1)(2)(3)			7				1,722				492,923				93.2	%			1,777				5,953				5.8	%
Oklahoma City, OK			8				2,147				349,402				95.8	%			1,270				5,648				5.5	%
Nashville, TN			5				1,508				380,546				95.4	%			1,611				5,096				5.0	%
Raleigh - Durham, NC			6				1,690				260,822				95.2	%			1,541				5,045				4.9	%
Orlando, FL			4				1,260				283,939				86.2	%			1,891				3,850				3.7	%
Memphis, TN (3)			4				1,383				161,712				92.7	%			1,444				3,769				3.7	%
Charlotte, NC			4				1,014				263,552				95.9	%			1,662				3,450				3.4	%
Houston, TX			5				1,308				218,783				95.6	%			1,457				3,253				3.2	%
Lexington, KY			3				886				168,939				95.4	%			1,527				3,137				3.1	%
Huntsville, AL			4				1,051				243,111				95.6	%			1,395				2,862				2.8	%
Louisville, KY			3				794				100,620				95.5	%			1,350				2,201				2.1	%
Cincinnati, OH			2				542				127,521				97.4	%			1,713				1,896				1.8	%
Greenville, SC			1				702				128,075				93.4	%			1,285				1,743				1.7	%
Charleston, SC			2				518				85,093				95.3	%			1,778				1,721				1.7	%
Myrtle Beach, SC - Wilmington, NC			3				628				70,210				94.6	%			1,387				1,665				1.6	%
San Antonio, TX			1				306				57,889				98.4	%			1,437				861				0.8	%
Austin, TX (1)			1				256				61,782				96.9	%			1,756				804				0.8	%
Total/Weighted Average			115				33,602			$	6,673,049				94.7	%		$	1,593			$	102,763				100.0	%

 

(1)

Excludes our development properties. See Non-GAAP financial measures for the definition of a development property.

	(2)	Includes properties in our Fort Collins, CO and Colorado Springs, CO markets.
	(3)	Includes one property that was held for sale as of March 31, 2026.

 

Current Developments

 

Acquisitions

 

On January 15, 2026, we acquired The Retreat at Canal in Columbus, Ohio, a 140-unit community for $29.5 million. The acquisition increased our exposure in Columbus, Ohio from 2,510 units to 2,650 units.

 

Investments in Unconsolidated Real Estate Entities

 

To create another avenue for accretive capital allocation and to increase our options for capital investment, we have partnered with, and may in the future partner with, developers through preferred equity investments and joint venture relationships focused on new multifamily development.

 

On January 20, 2026, we acquired our joint venture partner's 10% membership interest and assumed full operational control and 100% equity ownership of the Tisdale at Lakeline Station property underlying this joint venture. The property is a newly constructed 378-unit community in Austin, Texas and was consolidated into our financial results effective January 20, 2026. The property will be classified as a development property until reaching 90% occupancy.

 

As of March 31, 2026 and December 31, 2025, we had investments in unconsolidated real estate entities of $66.6 million and $98.3 million, respectively.

 

Investments in Real Estate Under Development

 

As of March 31, 2026, we had two investments in real estate under development of $127.8 million, which contain an aggregate of 674 units and are currently in lease-up.

 

Value Add Initiative

 

Strategically renovating communities where there is the potential for outsized rent growth (our "Value Add Initiative") provides us with the opportunity to improve long-term growth through targeted unit and/or common area investments. We completed renovations on 426 units during the three months ended March 31, 2026. From inception of our Value Add Initiative in January 2018 through March 31, 2026, we completed renovations on 11,871 of the 18,788 units currently in our Value Add Initiative, achieving a return on investment of 16.1% (and approximately 18.1% on the interior portion of such renovation costs). We compute return on investment by using the rent premium per unit per month, multiplied by 12, divided by the applicable renovation costs per unit and we compute the rent premium as the difference between the rental rate on the renovated unit (excluding the impact of concessions) and the market rent for a comparable unrenovated unit as of the date presented, as determined by management consistent with its customary rent-setting and evaluation procedures.

 

 

Capital Markets

 

Unsecured Revolver and Term Loans

 

On February 11, 2026, Independence Realty Operating Partnership, LP (“IROP”) entered into the Sixth Amended and Restated Credit Agreement (the “Sixth Restated Credit Agreement”) by and among IROP, as borrower, Independence Realty Trust, Inc., as parent guarantor, KeyBank National Association, as administrative agent, and the other agents and lender parties thereto, which amended and restated in its entirety the Fifth Amended and Restated Credit Agreement dated as of January 8, 2025 (the “Fifth Restated Credit Agreement”). The Fifth Restated Credit Agreement provided for a $750.0 million unsecured revolving credit facility (the “Unsecured Revolver”) with a January 8, 2029 scheduled maturity date and two unsecured term loans, specifically: (i) a $200.0 million term loan with a May 18, 2026 maturity date (the “2026 Term Loan”) and (ii) a $400.0 million term loan with a January 28, 2028 maturity date (the “2028 Term Loan”). The Sixth Restated Credit Agreement provides for a new $350.0 million unsecured term loan with a maturity date of February 11, 2030, subject to a one year extension option (the “2030 Term Loan”). A portion of the proceeds from the 2030 Term Loan were used to pay off outstanding borrowings under the 2026 Term Loan.

 

The Sixth Restated Credit Agreement also increases the aggregate amount of borrowings under the credit agreement to $1.5 billion and permits IROP to request the capacity be further increased to $2.0 billion subject to certain terms and conditions, including receipt of commitments from one or more lenders, whether or not currently parties to the Sixth Restated Credit Agreement, to provide such increased amounts, which increase may be allocated, at IROP’s option, to the Unsecured Revolver and/or to one or more of the Term Loans, in accordance with the Sixth Restated Credit Agreement.

 

ATM Program

 

On July 28, 2023, we entered into an equity distribution agreement pursuant to which we may from time to time offer and sell shares of our common stock under our shelf registration statement having an aggregate offering price of up to $450.0 million (the “ATM Program”) 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”). Under the ATM Program, we may also enter into one or more forward sale transactions for the sale of shares of our common stock on a forward basis. There were no forward sale transactions and no shares of our common stock were sold under the ATM Program during the three months ended March 31, 2026. As of March 31, 2026, approximately $342.4 million remained available for issuance under the ATM Program.

 

Stock Repurchase Program

 

On May 18, 2022, our board of directors authorized a common stock repurchase program (the "Stock Repurchase Program") covering up to $250.0 million in shares of our common stock. Under the Stock Repurchase Program, we, in our discretion, may purchase our shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of our shares, trading volumes and general market conditions. The Stock Repurchase Program has no time limit and may be suspended or discontinued at any time. During the three months ended March 31, 2026, we repurchased and retired 1.8 million shares of common stock under our Stock Repurchase Program at a weighted average price of $16.24 per share at a total cost of $29.9 million. As of March 31, 2026, $190.1 million in shares of our common stock remained authorized for repurchase under our Stock Repurchase Program.

 

Results of Operations

 

As of March 31, 2026, we owned and consolidated 115 multifamily apartment properties, of which 109 comprised the Same-Store Portfolio.

 

Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025

 

		SAME-STORE PORTFOLIO																NON SAME-STORE PORTFOLIO																CONSOLIDATED
(Dollars in thousands)		Three Months Ended March 31,																Three Months Ended March 31,																Three Months Ended March 31,
		2026				2025				Increase (Decrease)				% Change				2026				2025				Increase (Decrease)				% Change				2026				2025				Increase (Decrease)				% Change
Property Data:
Number of properties (1)			109				109				—				—				6				4				2				50.0	%			115				113				2				1.8	%
Number of units (1)			31,735				31,735				—				—				1,867				1,440				427				29.7	%			33,602				33,175				427				1.3	%
Average occupancy (1)			95.2	%			95.3	%			(0.1	)%			—				84.3	%			94.5	%			(10.2	)%			(10.8	)%			94.6	%			95.3	%			(0.7	)%			(0.7	)%
Average effective monthly rent, per unit (1)		$	1,595			$	1,588			$	7				0.4	%		$	1,558			$	1,666			$	(108	)			(6.5	)%		$	1,593			$	1,583			$	10				0.6	%
Revenue:
Rental and other property revenue		$	156,095			$	154,004			$	2,091				1.4	%		$	9,118			$	6,901			$	2,217				32.1	%		$	165,213			$	160,905			$	4,308				2.7	%
Expenses:
Property operating expenses			57,839				56,704				1,135				2.0	%			4,285				2,559				1,726				67.4	%			62,124				59,263				2,861				4.8	%
Net Operating Income		$	98,256			$	97,300			$	956				1.0	%		$	4,833			$	4,342			$	491				11.3	%		$	103,089			$	101,642			$	1,447				1.4	%
Other Revenue:
Other revenue																																		$	109			$	338			$	(229	)			(67.8	)%
Corporate and other expenses:
Property management expenses																																			8,237				7,826				411				5.3	%
General and administrative expenses																																			8,514				8,406				108				1.3	%
Depreciation and amortization expense																																			64,632				58,725				5,907				10.1	%
Casualty losses (gains), net																																			77				(115	)			192				(167.0	)%
Interest expense																																			(20,732	)			(19,348	)			(1,384	)			7.2	%
Gain on sale of real estate assets, net																																			—				1,496				(1,496	)			(100.0	)%
Loss on extinguishment of debt																																			—				(67	)			67				(100.0	)%
Other loss																																			(86	)			(103	)			17				(16.5	)%
Loss from investments in unconsolidated real estate entities																																			(1,047	)			(590	)			(457	)			77.5	%
Net (loss) income																																		$	(127	)		$	8,526			$	(8,653	)			(101.5	)%
Loss (income) allocated to noncontrolling interests																																			59				(172	)			231				(134.3	)%
Net (loss) income available to common shares																																		$	(68	)		$	8,354			$	(8,422	)			(100.8	)%

 

(1)

Excludes our development projects. See Non-GAAP Financial Measures for our definition of a development property and our methodology for determining same-store properties.

 

 

Revenue

 

Rental and other property revenue. Revenue from rental and other property revenue of the consolidated portfolio increased $4.3 million to $165.2 million for the three months ended March 31, 2026 from $160.9 million for the three months ended March 31, 2025. The increase was attributable to a $2.2 million increase in non same-store rental and other property revenue primarily driven by the acquisition of three properties in 2025 earning a full quarter of rental and other property revenue in 2026 and a $2.1 million increase in same-store rental and other property revenue driven by higher other income, lower bad debt and higher average monthly rent compared to the prior year period.

 

Expenses

 

Property operating expenses. Property operating expenses increased $2.9 million to $62.1 million for the three months ended March 31, 2026 from $59.3 million for the three months ended March 31, 2025. The increase was primarily driven by a $1.7 million increase in non same-store operating expenses due to the acquisition of three properties in 2025 incurring a full quarter of operating expenses in 2026. In addition, the $1.1 million increase in same-store operating expenses was due to higher payroll costs, utilities and contract services, partially offset by lower insurance expenses.

 

Property management expenses. Property management expenses increased $0.4 million to $8.2 million for the three months ended March 31, 2026 from $7.8 million for the three months ended March 31, 2025. The increase was primarily driven by the timing of property management expenses in 2025 compared to 2026 and due to an increase in new hire training costs during the three months ended March 31, 2026, compared to the same prior year period.

 

Depreciation and amortization expense. Depreciation and amortization expense increased $5.9 million to $64.6 million for the three months ended March 31, 2026 from $58.7 million for the three months ended March 31, 2025. The increase was primarily due to depreciation expenses driven by capital expenditures related to our Value Add Initiative and higher intangible asset amortization expenses from our recent property acquisitions in 2025 and 2026 compared to the same prior year period.

 

Interest expense. Interest expense increased $1.4 million to $20.7 million for the three months ended March 31, 2026 from $19.3 million for the three months ended March 31, 2025. The increase during the three months ended March 31, 2026, was primarily driven by the higher average debt balance associated with our acquisitions and a decrease in capitalized interest associated with our real estate under development.

 

           Gain on sale of real estate assets, net. During the three months ended March 31, 2025, we sold one multi-family property resulting in a gain on sale of $1.5 million.

 

Loss from investments in unconsolidated real estate entities. Loss from investments in unconsolidated real estate entities increased $0.4 million to $1.0 million for the three months ended March 31, 2026 from $0.6 million for the three months ended March 31, 2025. The increase in loss from investments in unconsolidated real estate entities is primarily driven by an increase in depreciation expense from our unconsolidated real estate entities during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

 

      Non-GAAP Financial Measures

 

Funds from Operations (FFO) and Core Funds from Operations (CFFO)

 

We believe that FFO and Core FFO (“CFFO”), each of which is a non-GAAP financial measure, are additional appropriate measures of the operating performance of a REIT and us in particular. We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), as net income or loss allocated to common shares (computed in accordance with GAAP), excluding real estate-related depreciation and amortization expense, gains or losses on sales of real estate and the cumulative effect of changes in accounting principles. While our calculation of FFO is in accordance with NAREIT’s definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to FFO computations of such other REITs.

 

CFFO is a computation made by analysts and investors to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations, including depreciation and amortization of other items not included in FFO, and other non-cash or non-operating gains or losses related to items such as casualty (gains) losses, loan premium accretion and discount amortization and debt extinguishment costs from the determination of FFO.

 

Our calculation of CFFO may differ from the methodology used for calculating CFFO by other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO as measures of our operating performance, and believe they are also useful to investors, because they facilitate an understanding of our operating performance after adjustment for certain non-cash or non-recurring items that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and our operating performance between periods. Furthermore, although FFO, CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we believe that FFO and CFFO may provide us and our investors with an additional useful measure to compare our financial performance to certain other REITs. Neither FFO nor CFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Accordingly, FFO and CFFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization and capital improvements. Neither FFO nor CFFO should be considered as an alternative to net income or any other GAAP measurement as an indicator of our operating performance or as an alternative to cash flow from operating, investing, and financing activities as a measure of our liquidity.

 

 

Set forth below is a reconciliation of net income to FFO and CFFO for the three months ended March 31, 2026 and 2025 (in thousands, except share and per share information):

 

		For the Three Months Ended March 31,
		2026								2025
		Amount				Per Share(1)				Amount				Per Share(2)
Net (loss) income		$	(127	)		$	—			$	8,526			$	0.04
Adjustments:
Real estate depreciation and amortization			64,114				0.27				58,308				0.24
Our share of real estate depreciation and amortization from investments in unconsolidated real estate entities			876				—				457				—
Loss on impairment (gain on sale) of real estate assets net, excluding prepayment gains			—				—				73				—
FFO		$	64,863			$	0.27			$	67,364			$	0.28
FFO		$	64,863			$	0.27			$	67,364			$	0.28
Adjustments:
Other depreciation and amortization			518				—				417				—
Casualty losses (gains), net			77				—				(115	)			—
Loan (premium accretion) discount amortization, net			(2,017	)			(0.01	)			(2,029	)			(0.01	)
Prepayment (gains) losses on asset dispositions			—				—				(1,569	)			—
Loss on extinguishment of debt			—				—				67				—
Other loss			86				—				103				—
CFFO		$	63,527			$	0.26			$	64,238			$	0.27

 

(1)

Based on 242,374,371 weighted-average shares and units outstanding for the three months ended March 31, 2026.

 

(2)

Based on 236,665,226 weighted-average shares and units outstanding for the three months ended March 31, 2025.

 

Same-Store Portfolio Net Operating Income

 

We believe that Net Operating Income (“NOI”), a non-GAAP financial measure, is a useful supplemental measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding interest expenses, depreciation and amortization, casualty related costs and gains, property management expenses, general and administrative expense and net gains on sale of assets. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income insofar as the measure reflects only operating income and expense at the property level. We use NOI to evaluate our performance on a same-store and non same-store basis because NOI measures the core operations of property performance by excluding corporate level expenses, financing expenses, and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance.

 

Same-Store Properties and Same-Store Portfolio

 

We review our same-store portfolio at the beginning of each calendar year. Properties are added into the same-store portfolio if they were owned and not a development property at the beginning of the previous year. Properties that are held for sale or have been sold are excluded from the same-store portfolio.

 

Non Same-Store Properties and Non Same-Store Portfolio

 

Properties that did not meet the definition of a same-store property as of the beginning of the previous year are added into the non same-store portfolio.

 

Set forth below is a reconciliation of GAAP net income to Same-Store Portfolio NOI for the three months ended March 31, 2026 and 2025 (in thousands):

 

		Three Months Ended March 31,
		2026				2025				% change
Net (loss) income		$	(127	)		$	8,526				(101.5	)%
Other revenue			(109	)			(338	)			(67.8	)%
Property management expenses			8,237				7,826				5.3	%
General and administrative expenses			8,514				8,406				1.3	%
Depreciation and amortization expense			64,632				58,725				10.1	%
Casualty losses (gains), net			77				(115	)			(167.0	)%
Interest expense			20,732				19,348				7.2	%
Gain on sale of real estate assets, net			—				(1,496	)			(100.0	)%
Loss on extinguishment of debt			—				67				(100.0	)%
Other loss			86				103				(16.5	)%
Loss from investments in unconsolidated real estate entities			1,047				590				77.5	%
NOI			103,089				101,642				1.4	%
Less: Non same-store portfolio NOI			4,833				4,342				11.3	%
Same-store portfolio (a) NOI		$	98,256			$	97,300				1.0	%

 

(a)

Same-Store Portfolio for the three months ended March 31, 2026 and 2025 included 109 properties containing 31,735 units.

 

 

Set forth below is Same-Store Portfolio (a) NOI for the three months ended March 31, 2026 and 2025 (in thousands, except per unit data):

 

		Three Months Ended March 31,
		2026				2025				% change
Revenue:
Rental and other property revenue		$	156,095			$	154,004				1.4	%
Property Operating Expenses
Real estate taxes			19,750				19,378				1.9	%
Property insurance			3,278				3,900				(15.9	)%
Personnel expenses			12,808				11,949				7.2	%
Utilities			8,215				7,786				5.5	%
Repairs and maintenance			4,175				4,345				(3.9	)%
Contract services			6,161				5,790				6.4	%
Advertising expenses			1,862				1,933				(3.7	)%
Other expenses			1,590				1,623				(2.0	)%
Total property operating expenses			57,839				56,704				2.0	%
Same-store portfolio NOI		$	98,256			$	97,300				1.0	%
Same-store portfolio NOI Margin			62.9	%			63.2	%			(0.3	)%
Average Occupancy			95.2	%			95.3	%			(0.1	)%
Average effective monthly rent, per unit		$	1,595			$	1,588				0.4	%

 

(a)

Same-Store Portfolio for the three months ended March 31, 2026 and 2025 included 109 properties containing 31,735 units.

 

Average Effective Monthly Rent per Unit

 

Average effective rent per unit represents the average of net rent amounts, after concessions amortized over the life of the lease, divided by the average occupancy (in units) for the period presented. We believe average effective rent is a helpful measurement in evaluating average pricing. This metric, when presented, reflects the average effective rent per month.

 

Average Occupancy

 

Average occupancy represents the average occupied units for the reporting period divided by the average of total units available for rent for the reporting period.

 

Development Property

 

A development property is a property that is either currently under development or is in lease-up prior to reaching overall occupancy of 90%.

 

Liquidity and Capital Resources

 

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, pay distributions and other general business needs. We believe our available cash balances, financing arrangements and cash flows from operations will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next twelve months and the foreseeable future.

 

Our primary cash requirements are to:

 

•

make investments to continue our value add initiatives to improve the quality and performance of our properties;

 

•

repay our indebtedness;

 

•

fund costs necessary to maintain our properties;

 

•

pay our operating expenses; and

 

•

distribute a minimum of 90% of our REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gain) and to make investments in a manner that enables us to maintain our qualification as a REIT.

 

We intend to meet our liquidity requirements primarily through a combination of one or more of the following:

 

•

the use of our cash and cash equivalents of $23.3 million as of March 31, 2026;

 

•

existing and future unsecured financing, including advances under our unsecured revolver, and financing secured directly or indirectly by the apartment properties in our portfolio;

 

•

cash generated from operating activities;

 

•

net cash proceeds from property sales, including sales undertaken as part of our capital recycling strategy and other sales; and

 

 

•

proceeds from the sales of our common stock and other equity securities, including common stock that may be sold under the ATM program.

 

Cash Flows

 

As of March 31, 2026 and 2025, we maintained cash and cash equivalents, and restricted cash of approximately $43.3 million and $48.3 million, respectively. Our cash and cash equivalents were generated from the following activities (dollars in thousands):

		For the Three Months Ended March 31,
		2026				2025
Cash flow provided by operating activities		$	55,319			$	60,365
Cash flow (used in) provided by investing activities			(65,953	)			10,441
Cash flow provided by (used in) financing activities			6,279				(65,924	)
Net change in cash and cash equivalents, and restricted cash			(4,355	)			4,882
Cash and cash equivalents, and restricted cash, beginning of period			47,622				43,452
Cash and cash equivalents, and restricted cash, end of the period		$	43,267			$	48,334

 

Our cash inflows from operating activities during the three months ended March 31, 2026 and 2025 were primarily driven by ongoing operations of our properties. The $5.0 million decrease in cash inflows from operating activities during the three months ended March 31, 2026 was primarily driven by the timing of real estate tax payments.

 

Our cash outflows from investing activities during the three months ended March 31, 2026 were primarily due to the acquisition of one multifamily property in the amount of $29.4 million, $23.6 million of capital expenditures and $11.6 of investments in unconsolidated real estate entities. Our cash inflows from investing activities during the three months ended March 31, 2025 were primarily due to $109.2 million of proceeds from the disposition of one property, partially offset by $58.6 million to acquire one multifamily property, $21.5 million of capital expenditures, $10.3 of investments in unconsolidated real estate entities and $7.1 million of investments in real estate under development. 

 

Our cash inflows from financing activities during the three months ended March 31, 2026 were primarily due to $150.0 million of net proceeds from the refinancing of our credit agreement, partially offset by $76.2 million of mortgage loan repayments and payoffs, the payment of dividends on our common stock and noncontrolling interests of $41.6 million and repurchases of common stock under the Stock Repurchase Program in an aggregate amount of $29.9 million. Our cash outflows from financing activities during the three months ended March 31, 2025 were primarily due to mortgage principal repayments of $74.4 million and payment of dividends on our common stock and noncontrolling interests of $38.1 million, partially offset by the $50.0 million issuance of common stock from our forward equity transactions.

 

Contractual Obligations

 

Our 2025 Annual Report includes a table of contractual obligations. There were no material changes to these obligations since the filing of our 2025 Annual Report.

 

Off-Balance Sheet Arrangements

 

There were no off-balance sheet arrangements during the three months ended March 31, 2026 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.

 

Critical Accounting Estimates and Policies

 

Our 2025 Annual Report contains a discussion of our critical accounting policies. Management discusses our critical accounting policies and management’s judgments and estimates with the audit committee of our board of directors. There were no material changes to our critical accounting policies since the filing of our 2025 Annual Report.

 

Item 3.         Quantitative and Qualitative Disclosure About Market Risk.

 

Our 2025 Annual Report contains a discussion of qualitative and quantitative market risks. There have been no material changes in quantitative and qualitative market risks during the three months ended March 31, 2026 from the disclosures included in our 2025 Annual Report.

 

Item 4.         Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Effective as of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation referred to above during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

Item 1.         Legal Proceedings.

 

We are subject to various legal proceedings and claims that arise in the ordinary course of our business operations. Matters which arise out of allegations of bodily injury, property damage, employment practices and professional liability are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, we currently believe the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or cash flows.

 

On July 2, 2025, the Attorney General of Kentucky filed a complaint against RealPage and nine other defendants who own and/or manage multifamily residential rental housing, including IRT, on behalf of the Commonwealth of Kentucky, also alleging that the defendants conspired to fix, raise, maintain, and stabilize rent prices in violation of Section 1 of the Sherman Act. On September 15, 2025, IRT and other defendants in the complaint filed motions to dismiss the case. On February 2, 2026, the court denied the motions to dismiss. This proceeding is in the early stages, and it is not possible for IRT to predict the outcome nor is it possible to estimate the amount of loss, if any, which may be associated with an adverse decision in this matter. We deny all allegations of wrongdoing in connection with the complaint and intend to defend against these claims vigorously. We are engaged in certain other legal proceedings, as disclosed in Note 11, “Other Disclosures–Litigation”, which disclosure is incorporated herein by reference.

 

Item 1A.         Risk Factors.

 

There have not been any material changes from the risk factors disclosed in Part 1, Item 1A of our 2025 Annual Report.

 

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the three months ended March 31, 2026, no holders of IROP units exchanged units for shares of our common stock. The issuance of shares upon exchange of units is exempt from registration under the Securities Act, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. As of March 31, 2026, 5,941,643 IROP units held by unaffiliated third parties remained outstanding.

 

During the three months ended March 31, 2026, we withheld shares of common stock to satisfy employee tax withholding obligations payable upon the vesting of restricted common stock awards and repurchased and retired 1,839,460 shares of common stock under our Stock Repurchase Program at a weighted average price of $16.24 per share at a total cost of $29.9 million. As of March 31, 2026, $190.1 million in shares of our common stock remained authorized for repurchase under our Stock Repurchase Program. The table below sets forth information regarding purchases of our common stock during the three months ended March 31, 2026:

 

Period		Total Number of Shares Purchased				Average Price Paid per Share (1)				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2)
January 1 - 31, 2026			1,224			$	17.60				—			$	250,000
February 1 - 28, 2026			—				—				605,900				210,100
March 1 - 31, 2026			58,439				16.64				1,233,560				190,100
Total			59,663			$	16.66				1,839,460

 

(1)

The price reported is the average price paid per share using our closing price on the NYSE on the vesting date of the relevant award.

(2)

On May 18, 2022, our Board of Directors approved the Stock Repurchase Program covering up to $250 million in shares of our common stock. Under the Stock Repurchase Program, we, in our discretion, may purchase our shares from time to time in the open market or in privately negotiated transactions. The amount and timing of the purchases will depend on a number of factors, including the price and availability of our shares, trading volumes and general market conditions. The Stock Repurchase Program has no time limit and may be suspended or discontinued at any time.

 

 

Item 3.         Defaults Upon Senior Securities.

 

None.

 

Item 4.         Mine Safety Disclosures.

 

None.

Item 5.         Other Information.

 

During the three months ended March 31, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act). During the three months ended March 31, 2026, the Company did not adopt, terminate or modify a Rule 10b5-1 trading arrangement.

Item 6.         Exhibits.

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

2.1	Agreement and Plan of Merger, dated as of July 26, 2021, by and among Independence Realty Trust, Inc., Independence Realty Operating Partnership, LP, IRSTAR Sub, LLC, LLC, Steadfast Apartment REIT, Inc. and Steadfast Apartment REIT Operating Partnership, L.P., incorporated by reference to Exhibit 2.1 to IRT’s Current Report on Form 8-K filed on July 26, 2021.*
10.1	Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of February 11, 2026, by and among the Independence Realty Operating Partnership, LP as borrower and Independence Realty Trust, Inc., as guarantor; Citibank, N.A. (together with any successor in interest, "Citibank") and KeyBank National Association (together with any successor in interest, "KeyBank"), as initial Lenders, Issuing Lenders and Swing Loan Lenders, the other lending institutions which are parties to the Credit Agreement as "Lenders"; the other lending institutions that may become parties to the Credit Agreement and KeyBank, as administrative agent for the Lenders, with Citibank, Capital One National Association, PNC Bank, National Association, Regions Bank, BMO Bank, N.A., The Huntington National Bank and Truist Bank, as Revolving Facility Co-Syndication Agents; Bank of America, N.A., Barclays Bank PLC and Royal Bank of Canada, as Co-Documentation Agents; Citibank and KeyBanc Capital Markets, as Revolving Facility Joint Bookrunners; KeyBanc Capital Markets, Citibank, PNC Capital Markets LLC, Capital One, National Association, The Huntington National Bank, Regions Capital Markets, BMO Bank N.A., and Truist Securities, Inc., as Revolving Facility Joint Lead Arrangers; Capital One, National Association and PNC Bank, National Association, as 2022 Term Loan Co-Syndication Agents, KeyBanc Capital Markets, Capital One National Association, and PNC Capital Markets LLC, as 2022 Term Loan Joint Bookrunners; KeyBanc Capital Markets, Capital One, National Association and PNC Capital Markets, LLC, as 2022 Term Loan Joint Lead Arrangers; PNC Bank National Association, The Huntington National Bank, Regions Bank, Truist Bank, Bank of America, N.A., and Royal Bank of Canada, as 2026 Term Loan Co-Syndication Agents; KeyBanc Capital Markets and BOFA Securities, Inc., as 2026 Term Loan Joint Bookrunners; and KeyBanc Capital Markets, PNC Capital Markets LLC, The Huntington National Bank, Regions Capital Markets, Truist Securities, Inc., BOFA Securities, Inc., and RBC Capital Markets Corporation, as 2026 Term Loan Joint Lead Arrangers, as incorporated by reference to Exhibit 10.1 to IRT's Current Report on Form 8-K filed on February 11, 2026.
31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101	iXBRL (Inline eXtensible Business Reporting Language). The following materials, formatted in iXBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025, (iv) Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 and (vi) notes to the condensed consolidated financial statements as of March 31, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. IRT agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Independence Realty Trust, Inc.
Date: April 30, 2026	By:	/s/ SCOTT F. SCHAEFFER
		Scott F. Schaeffer
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
Date: April 30, 2026	By:	/s/ JAMES J. SEBRA
		James J. Sebra
		President and Chief Financial Officer
		(Principal Financial Officer)
Date: April 30, 2026	By:	/s/ JASON R. DELOZIER
		Jason R. Delozier
		Chief Accounting Officer
		(Principal Accounting Officer)