INDEPENDENCE REALTY TRUST, INC.

NOTE** 1: Organization

Independence Realty Trust, Inc. (“IRT”), is a self-administered and self-managed Maryland real estate investment trust (“REIT”) which was formed on* March 26, 2009.We are primarily engaged in the ownership, operation, management, improvement, and acquisition of multifamily apartment communities in non-gateway markets. As of June 30, 2025*, we owned and operated 113 multifamily apartment properties (includingone owned through a consolidated joint venture) that contain an aggregate of 33,175 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* June 30, 2025*, we ownedone investment in real estate under development in Denver, Colorado that will, upon completion, contain 296 units. As of* June 30, 2025*, we also owned interests infive unco nsolidated joint ventures, three of which own and operate multifamily apartment communities that contain an aggregate of 886 units andtwo of which are developing multifamily apartment properties that will, upon completion, contain an aggregate of 702 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 presentednot 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, 2024* included in our2024 Annual Report on Form10-K. 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 arenot 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 Topic810, “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 ofthree months or less when purchased. Cash, including amounts restricted,* mayat 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 havenot 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* June 30, 2025* and* December 31, 2024*, we had $23,035 and $22,224, 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 Topic805 (“ASC805”), 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 isnot 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, typicallynine months. During thethree andsix months ended* June 30, 2025*, we acquired in-place leases with a value of $0 and $1,829, respectively, related to our acquisitions that are discussed further in Note3: Investments in Real Estate. During thethree andsix months ended* June 30, 2024*, we didnot acquire any in-place leases. During thethree andsix months ended* June 30, 2025*, we recorded $1,976 and $3,829, respectively, of amortization for intangible assets. During thethree andsix months ended* June 30, 2024*, we recorded $0 and $66, respectively, of amortization for intangible assets. For thesix months ended* June 30, 2025and2024*, we wrote-off fully amortized intangible assets of $1,584 and $398, respectively. As of* June 30, 2025*, we expect to record additional amortization expense on current in-place intangible assets of $1,644 for the remainder of2025.

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 Topic360, “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 isnot 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* mayresult 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 thethree* andsix months ended* June 30, 2025,we didnot incur an impairment charge. For thethree* andsix months ended* June 30, 2024,*we recorded impairment charges of $0 and $15,107, respectively, 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 andfive toten years for furniture, fixtures, and equipment. For thethree andsix months ended* June 30, 2025*, we recorded $57,396 and $113,850 of depreciation expense, respectively. For thethree andsix months ended* June 30, 2024*, we recorded $53,757 and $107,080 of depreciation expense, respectively. During thethree andsix months ended* June 30, 2025*, we wrote-off fully depreciated fixed assets of $8,296 and $16,088, respectively. During thethree andsix months ended* June 30, 2024*, we wrote-off fully depreciated fixed assets of $8,328 and $15,604, 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 thethree andsix months ended* June 30, 2025*, we recorded $255 and $139 of net casualty losses, respectively. During thethree andsix months ended* June 30, 2024*, we recorded $465 and $2,767 of net casualty losses, 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 thethree andsix months ended* June 30, 2025*, we recorded $1,587 and $3,147, respectively, of capitalized interest expense on our investments in real estate under development. For thethree andsix months ended* June 30, 2024*, we recorded $1,771 and $3,341, respectively, of capitalized interest expense on our investments in real estate under development.

As of* June 30, 2025* and* December 31, 2024*, the carrying value of our investment in real estate under development in Denver, Colorado totaled $91,849 and $116,861 respectively, net of $33,972 and $0 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 unrelatedthird 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 50% 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 donot 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 the 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 thethree andsix months ended* June 30, 2025*, we recorded $1,014 and $1,969, respectively, of capitalized interest expense on our investments in unconsolidated real estate entities in our condensed consolidated balance sheets. For thethree andsix months ended* June 30, 2024*, we recorded $1,190 and $2,462, 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 Topic842, “Leases” (“ASC842”) with respect to our accounting for rental income. We primarily lease apartment units under operating leases generally with terms ofone 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 isnot probable, we adjust rental and other property income for the amount of uncollectible revenue.

j. Derivative Instruments

We* mayuse 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 mayimpact 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, mayalso 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 donot* anticipate that any of the counterparties will fail to meet their obligations.

In accordance with FASB ASC Topic815, “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 derivativesnot 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 ornot 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 Topic820, “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 arenot 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 Topic820, “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:

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FASB ASC Topic825, “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 Level1 fair value measurement. The fair value input for derivatives is classified as a Level2 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 Level3 fair value measurement within the fair value hierarchy. We determine appropriate credit spreads based on the type of debt and its maturity. There wereno transfers between levels in the fair value hierarchy for thesix months ended* June 30, 2025*. The following table summarizes the carrying amount and the fair value of our financial instruments as of the periods indicated:

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 Topic842, “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* mayinclude extension options, but that donot* include any residual value guarantees or restrictive covenants. As of* June 30, 2025* and* December 31, 2024*, we had $1,923 and $1,877, respectively, of operating lease right-of-use assets and $2,180 and $2,123, 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 thethree andsix months ended* June 30, 2025*, we recorded $117 and $237, 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. During thethree andsix months ended* June 30, 2024*, we recorded $189 and $409, 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 recordedno income tax expense for thethree andsix months ended* June 30, 2025and2024*.

To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least90% of our ordinary taxable income to stockholders. As a REIT, we generally arenot 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 willnot be permitted to qualify for treatment as a REIT for federal income tax purposes forfour 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* November 2024,the FASB issued ASUNo.* 2024-03 “Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses”, and in* January 2025,the FASB issued ASUNo.* 2025-01 “Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic220-40): Clarifying the Effective Date.” ASU2024-03 requires disaggregated information for specified categories of expenses, including employee compensation and depreciation and amortization, to be presented in certain expense captions on the face of the income statement. ASU2024-03, as clarified by ASU2025-01, is effective for annual periods beginning* January 1, 2027and interim periods beginning January 1, 2028.Early adoption is permitted. The new standards may*be applied either prospectively, to financial statements issued after the effective date, or retrospectively, to all prior periods presented. The Company is currently evaluating the impact of this standard on its financial statement disclosures.

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In* March 2024,the SEC issued rules on the enhancement and standardization of climate-related disclosures. The rules, require disclosure of material climate-related risks; activities to mitigate or adapt to such risks; governance and management of such risks; and material greenhouse gas emissions from operations owned or controlled and or indirect emissions from purchased energy consumed in operations. Additionally, the rules require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to certain materiality thresholds. The rules were scheduled to become effective for the Company beginning with the year ended December 31, 2025.*However, the SEC has voluntarily stayed the rules and ended its defense of the rules in response to pending legal challenges. The Company is evaluating the effect that the rules will have on its financial statement disclosures if the rules were to ultimately be implemented.

NOTE 3: Investments in Real Estate

As of* June 30, 2025*, our investments in real estate consisted of 113 operating apartment properties, includingone owned through a consolidated joint venture that contain an aggregate of 33,175 units. The following table summarizes our investments in real estate except forthree properties that we classified as held for sale as of* June 30, 2025:*

The following table summarizes our properties held for sale as of* June 30, 2025.*

Acquisitions

The following table summarizes our acquisitions for thesix months ended* June 30, 2025*:

The following table summarizes the relative fair value of the assets and liabilities associated with acquisitions during thesix months ended* June 30, 2025*, on the date of acquisition accounted for under FASB ASC Topic805-50-15-3.

On* July 31, 2025,*we acquired a 240-unit multifamily apartment community in Orlando, FL for $60,250.

Dispositions

The following table summarizes our dispositions for thesix months ended* June 30, 2025*:

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NOTE4: Investments in Unconsolidated Real Estate

As of* June 30, 2025*, our investments in unconsolidated real estate entities had aggregate land, building, and capitalized construction in progress costs of $347,756 and aggregate construction debt of $226,910. We donot 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 $562 and $1,151 from equity method investments during thethree andsix months ended* June 30, 2025*, respectively, and $850 and $1,679, respectively, during thethree andsix months ended* June 30, 2024,*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* June 30, 2025* and* December 31, 2024*:

NOTE 5: Indebtedness

Unsecured Revolver and Term Loans

On* January 8, 2025,IROP entered into the Fifth Amended and Restated Credit Agreement (the “Fifth Restated Credit Agreement”), which amended and restated in its entirety the Fourth Amended and Restated Credit Agreement dated as of July 25, 2022.The Fifth Restated Credit Agreement increased the maximum principal amount of the unsecured revolver to $750,000, which represents an increase of $250,000 over the prior credit agreement, extended its maturity date until January 8, 2029and reduced the margin on our unsecured revolver and existing $200,000 term loan while leaving the terms of our existing $400,000 term loan unchanged. In summary, the Fifth Restated Credit Agreement provides for a $750,000 unsecured revolving credit facility (the “Unsecured Revolver”) with a January 8, 2029maturity date andtwo* unsecured term loans, specifically: (i) a $200,000 term loan with a* May 18, 2026maturity date and (ii) a $400,000 term loan with a January 28, 2028*maturity date.

The Fifth Restated Credit Agreement increased the aggregate amount of borrowings under the credit agreement to $1,350,000 and permits IROP to request an increase in such aggregate amount to up to $2,000,000 subject to certain terms and conditions, including receipt of commitments fromone or more lenders, whether ornot currently parties to the Fifth Restated Credit Agreement, to provide such increased amounts, which increase* maybe allocated, at IROP’s option, to the Unsecured Revolver and/or toone* or more of the term loans, in accordance with the Fifth Restated Credit Agreement. Refer to our2024 Annual Report on Form10-K for additional borrowing terms and financial covenant details.

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The following tables contain summary information concerning our consolidated indebtedness, as of* June 30, 2025*:

The following table contains summary information concerning our consolidated indebtedness as of* June 30, 2025*:

The following table contains summary information concerning our consolidated indebtedness, including indebtedness secured by real estate held for sale, as of* December 31, 2024*:

As of* June 30, 2025*, 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* June 30, 2025* and* December 31, 2024*:

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 $3,402 and $6,711 to earnings within interest expense for thethree andsix months ended* June 30, 2025*, respectively, and we expect gains of $9,425 to be reclassified out of accumulated other comprehensive income to earnings over the next 12 months. For thethree andsix months ended* June 30, 2024*, we reclassified realized gains of $5,189 and $10,428, respectively, to earnings within interest expense.

On* March 14, 2025,we entered into an interest rate swap contract with a notional value of $100,000, a strike rate of 3.96% and a maturity date of March 17, 2026.The interest rate swap has an effective date of March**17,* 2025. We designated this interest rate swap as a cash flow hedge at inception and determined that the hedge is highly effective in offsetting interest rate fluctuations associated with the identified indebtedness.

NOTE 7: Stockholders' Equity and Noncontrolling Interests

Stockholders’* Equity*

On* May 14, 2025,our board of directors declared a dividend of $0.17 per share on our common stock, which represented a 6.3% increase over the prior quarterly rate of $0.16 per share. Thesecond* quarter dividend was paid on* July 18, 2025to stockholders of record as of June 27, 2025.*

On* March 10, 2025*, our board of directors declared a dividend of $0.16 per share on our common stock, which was paid on* April 21, 2025* to common stockholders of record as of* March 28, 2025*.

Public Offering of11,500,000* Shares of Common Stock*

On* September 3, 2024,we entered into an underwriting agreement with Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and RBC Capital Markets LLC as representatives of the several underwriters named therein, (collectively, the “Underwriters”), and Citigroup Global Markets Inc. in its capacity as agent (in such capacity, the “Forward Seller”) for Citibank N.A., as forward counterparty (the “Forward Counterparty”) and the Forward Counterparty related to the offering of an aggregate of 11,500,000 shares of our common stock, par value $0.01 per share, at a price of $18.96 per share consisting of 11,500,000 shares of our common stock (including 1,500,000 shares offered pursuant to the underwriter’s option to purchase additional shares, which was exercised in full) offered by the Forward Seller in connection with the forward sale agreements described below. We didnot* initially receive any proceeds from the sale of our common stock by the Forward Seller and we completed the offering on* September 5, 2024.*

In connection with the offering, we also entered intotwo forward sale agreements (the “Forward Sale Agreements”) pursuant to which the Forward Seller (or its affiliate) borrowed fromthird parties and sold to the Underwriters an aggregate of 11,500,000 shares of our common stock that was sold in the offering.

On* March 31, 2025,we physically settled 2,650,000 of those shares at a weighted average price of $18.89 per share and we received proceeds of $50,059. All of the net proceeds were used to fund new acquisitions. As of June30,* 2025, 5,600,000 shares of our common stock remained to be settled under the Forward Sale Agreements, which if physically settled would provide additional proceeds to us of $105,780 based on the forward sale price as of* June30,* 2025. We expect to physically settle the remaining Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares uponone or more such physical settlements within approximatelytwelve months from the date of the prospectus supplement,no later than* September 5, 2025,the scheduled maturity date of the Forward Sale Agreements. Although we expect to settle the remaining Forward Sale Agreements entirely by the physical delivery of shares of our common stock for cash proceeds, we mayalso elect to cash or net share settle all or a portion of our obligations under the Forward Sale Agreements, in which case, we may*receive or owe cash or shares of our common stock from or to the Forward Seller. The Forward Sale Agreements provided for an initial forward sale price of $18.96 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

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ATM Program

On* July 28, 2023,we entered into an equity distribution agreement pursuant to which we mayfrom 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 Rule415* under the Securities Act of1933, as amended (the “Securities Act”). Under the ATM Program, we* mayalso enter intoone* or more forward sale transactions for the sale of shares of our common stock on a forward basis.

During thethree months ended* March31,* 2025, we entered into forward sales transactions under our ATM Program for the forward sale of an aggregate of 2,681,600 shares of our common stock. The forward sales transactions hadnot settled as of* June30,* 2025, and we hadnot received any net proceeds from these transactions as of* June30,* 2025. Subject to our right to elect net share settlement, we expect to physically settle the forward sales transactions by the maturity date of* March31,* 2026. Assuming the forward sales transactions are physically settled in full utilizing the current forward sales price of $20.88 per share, we expect to receive proceeds, net of sales commissions of approximately $55,993, subject to adjustment in accordance with the forward sales transactions. We intend to use substantially all of the net proceeds to fund potential acquisitions and other investment opportunities or for general corporate purposes, including the reduction of outstanding borrowings under our unsecured revolver.

We evaluated the accounting for forward sale agreements under FASB ASC Topic480 “Distinguishing Liabilities from Equity” and FASB ASC Topic815 “Derivatives and Hedging”. As the Forward Sale Agreements are considered indexed to our own equity and since they meet the equity classification conditions in ASC815, the Forward Sale Agreements have been classified as equity.

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, maypurchase 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 hasno* time limit and* maybe suspended or discontinued at any time. During thethree* andsix months ended* June 30, 2025*, and2024, we hadno repurchases of shares under the Stock Repurchase Program. As of* June 30, 2025*, we had $250,000 in shares of our common stock remaining authorized for purchase under the Stock Repurchase Program.

Noncontrolling Interest

During thesix months ended* June 30, 2025*,no holders of IROP units exchanged units for shares of our common stock. As of* June 30, 2025*,5,941,643 IROP units held by unaffiliatedthird parties remain outstanding.

On* May 14, 2025,our board of directors declared a dividend of $0.17 per IROP unit, which was paid on July**18,* 2025 to IROP unit holders of record as of* June 27, 2025.*

On* March 10, 2025*, our board of directors declared a dividend of$0.16 per IROP unit, which was paid on* April 21, 2025* to IROP unit holders of record as of* March 28, 2025*.

NOTE 8: Equity Compensation Plans

Long Term Incentive Plan

On* May 18, 2022,our stockholders approved our2022* Long Term Incentive Plan (the “2022 Incentive Plan”). The2022 Incentive Plan provides for grants of equity and equity-based awards to our employees, officers, directors, consultants and other service providers, and such awards* maytake 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 (plus up to an additional 1,280,610 shares of our common stock, to the extent that shares subject to outstanding awards under a prior plan are recycled into the2022* Incentive Plan)* maybe issued under the2022* 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 atwo-tofour-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.

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On* February 4, 2025,*our compensation committee awarded 194,237 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 athree-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 thethree-year performance period; the remaining half of any PSUs earned will vest, and shares will be issued in respect thereof, after an additionalone-year period of service.

During thesix months ended* June 30, 2025and2024*, 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 $2,826 and $2,525, respectively.

NOTE 9: Earnings Per Share

The following table presents a reconciliation of basic and diluted earnings per share for thethree andsix months ended* June 30, 2025and2024*:

Certain IROP units and shares deliverable under the Forward Sale Agreements were excluded from the earnings per share computation because their effect would have been anti-dilutive, totaling 14,223,243 and 8,623,243 for thethree andsix months ended* June 30, 2025*. Certain IROP units, RSUs and restricted stock awards were excluded from the earnings per share computation because their effect would have been anti-dilutive, totaling 6,070,126 and 6,096,634 for thethree andsix months ended* June 30, 2024*.

NOTE10: 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 identifiedtwo reportable segments.

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 isnot provided to the CODM as the CODM doesnot use segment asset information to evaluate the business and allocate resources.

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The following table details NOI for ourtwo reportable segments for thethree andsix months ended* June 30, 2025and2024*, and reconciles NOI to net income (loss) 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* June 30, 2025*.

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, and employment practices 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 willnot have a material adverse effect on our financial position, results of operations or cash flows. See Part II, Item1, Legal Proceedings, for additional information regarding our legal proceedings.

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 isnot both probable and reasonably estimable, management doesnot 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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