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INDEPENDENCE REALTY TRUST, INC.

For the period ended Dec 31, 2025. Filed Feb 17, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 17, 2026

IRT$15.07+0.5%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

As of December 31, 2025

NOTE1: 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 December 31, 2025*, we owned and operated 114 multifamily apartment properties (includingone owned through a consolidated joint venture) that contain an aggregate of 33,462 units (unaudited) across non-gateway U.S. markets, including Atlanta, Columbus, Dallas, Denver, Houston, Indianapolis, Nashville, Oklahoma City, Raleigh-Durham, and Tampa. In addition, as of* December 31, 2025*, we ownedone investment in real estate under development in Denver, Colorado that will, upon completion, contain an aggregate of 296 units (unaudited). As of* December 31, 2025*, we also owned interests infour unconsolidated joint ventures, two of which own and operate multifamily apartment communities that contain an aggregate of 653 units (unaudited) andtwo of which are developing multifamily apartment properties that will, upon completion, contain an aggregate of 642 units (unaudited). We own all of our assets and conduct substantially all of our operations through Independence Realty Operating Partnership, LP (“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.

NOTE2: Summary of Significant Accounting Policies

a.Basis of Presentation

The consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States (“GAAP”). In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position and consolidated results of operations and cash flows are included. 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 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 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* December 31, 2025and2024*, we had $24,058 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.

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 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.

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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 the years ended* December 31, 2025* and2024 we acquired in-place leases with a value of $8,056 and $4,949, respectively. For the years ended* December 31, 2025,2024 and2023, we recorded $8,730, $1,372, and $731 of amortization expense for intangible assets, respectively. For the years ended December 31, 2025*,2024, and2023, we wrote-off fully amortized intangible assets of $6,778, $398, and $1,099, respectively.

Business Combinations

For properties we acquire or transactions we enter into that are accounted for as business combinations, we apply the acquisition method of accounting under ASC805, which requires the identification of the acquiror, the determination of the acquisition date, and the recognition and measurement, at fair value, of the assets acquired and liabilities assumed. To the extent that the fair value of net assets acquired differs from the fair value of consideration paid, ASC805 requires the recognition of goodwill or a gain from a bargain purchase price, if any.

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 the years ended December 31, 2025*,2024, and2023, we recorded impairment losses of $12,841, $36,102, and $69,702, 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 the years ended* December 31, 2025,2024 and2023, we recorded $232,727, $217,985 and $216,980 of depreciation expense, respectively. For the years ended December 31, 2025*,2024, and2023, we wrote-off fully depreciated fixed assets of $30,770, $41,111, and $23,120, respectively.

Casualty Related Costs

Occasionally, we incur losses at our communities from wind storms, floods, fires and similar hazards. Sometimes, a portion of these losses arenot fully covered by our insurance policies due to deductibles. 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. Any amount of insurance recovery in excess of the amount of the losses incurred is considered a gain contingency and is recorded in casualty (gains) losses, net when the proceeds are received. During the years ended* December 31, 2025,*2024 and2023, we recognized $1,314, $3,935, and $925 of 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 the years ended* December 31, 2025*,2024, and2023, we recorded $5,363, $6,803, and $6,548, respectively, of capitalized interest expense on our investments in real estate under development.

As of* December 31, 2025and2024*, the carrying value of our investments in real estate under development in Denver, Colorado totaled $60,116 and $116,861, respectively, and was recorded as a separate line item in our consolidated balance sheet. As of* December 31, 2025*, we had reclassified development costs of $67,511 from investments in real estate under development.

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.

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Our equity interest varies for each of our investments in unconsolidated real estate entities between 50% to 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 ventures 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 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 years ended* December 31, 2025*,2024, and2023, we recorded $3,879, $4,580, and $4,272, respectively, of capitalized interest expense, on our investments in unconsolidated real estate entities in our consolidated balance sheet.

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.

The table below presents our revenues disaggregated by revenue source.

For the year ended December 31,
202520242023
Rental revenue (1)$629,004$609,990$630,260
Other property revenue (2)27,47728,92329,581
Other revenue1,2151,1221,142
Total revenue$657,696$640,035$660,983
(1)Amounts include all revenue streams derived from lease and non-lease components accounted for under ASC 842.
(2)Amounts include revenue related to activities that are not considered components of a lease, including application fees and administrative fees, as well as revenue not related to leasing activities, including vendor revenue sharing. All amounts are accounted for under FASB ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”).

Geographic Concentration (Unaudited)

Our portfolio of properties consists primarily of apartment communities geographically concentrated in the Southeastern and Midwest United States. Texas, Georgia, North Carolina, Florida, Ohio, Tennessee, Indiana, Colorado, and Oklahoma comprised 19.45%,15.25%,10.01%,9.66%,9.07%,8.54%,6.19%,5.83%, and 5.13%, respectively, of our rental revenue for the year ended* December 31, 2025*.

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 for revenue streams accounted for under FASB ASC Topic842, we adjust rental and other property income for the amount of uncollectible revenue. For revenue streams accounted for under ASC606, we apply FASB ASC Topic326 “Financial Instruments – Credit Losses” to establish an allowance for estimated expected credit losses.

Advertising Expenses

For the years ended* December 31, 2025,*2024 and2023, we incurred $10,249, $8,049, and $7,110 of advertising expenses, respectively.

j.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 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:

•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.

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•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.

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of investment, whether the investment is new, whether the investment is traded on an active exchange or in the secondary market, and the current market condition. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level3.

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions arenot readily available, our own assumptions are set to reflect those that management believes market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that management believes are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs* maybe reduced for many instruments. This condition could cause an instrument to be transferred from Level1* to Level2 or Level2 to Level3.

Fair value for certain of our Level3 financial instruments is derived using internal valuation models. These internal valuation models include discounted cash flow analyses developed by management using current interest rates, estimates of the term of the particular instrument, specific issuer information and other market data for securities without an active market. In accordance with FASB ASC Topic820, “Fair Value Measurements and Disclosures”, the impact of our own credit spreads is also considered when measuring the fair value of financial assets or liabilities. Where appropriate, valuation adjustments are made to account for various factors, including bid-ask spreads, credit quality and market liquidity. These adjustments are applied on a consistent basis and are based on observable inputs where available. Management’s estimate of fair value requires significant management judgment and is subject to a high degree of variability based upon market conditions, the availability of specific issuer information and management’s assumptions.

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 the years ended* December 31, 2025*, and2024. The following table summarizes the carrying amount and the fair value of our financial instruments as of the periods indicated:

As of December 31, 2025As of December 31, 2024
CarryingEstimatedCarryingEstimated
Financial InstrumentAmountFair ValueAmountFair Value
Assets
Cash and cash equivalents$23,564$23,564$21,228$21,228
Restricted cash24,05824,05822,22422,224
Derivative assets9,8409,84029,30029,300
Liabilities
Debt:
Unsecured revolver194,357200,399193,952194,249
Unsecured term loans598,858602,687598,169599,375
Secured credit facilities593,167569,169600,768554,238
Mortgages746,548717,612792,306733,050
Unsecured notes148,545150,247148,488150,343
Derivative liabilities346346——

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by U.S. GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. As discussed further in Note3 “Investments in Real Estate”, we recognized an aggregate impairment charge of $12,841 during the year ended* December 31, 2025* forone of the properties that were held for sale as of* December 31, 2025*. The impairment charge was determined by comparing the fair value of the property to its carrying value. The fair value was determined to be a Level3 fair value measurement within the fair value hierarchy based on unobservable inputs through a direct capitalization valuation. Significant assumptions included a range of capitalization rates between 5.5% to 6.0% reflecting the current economic conditions. Our projections were based on current market conditions and internal assumptions, which could be impacted by future changes in the market.

k.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.

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l.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* December 31, 2025and2024*, we have $2,771 and $1,877, respectively, of operating lease right-of-use assets and $3,082 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 consolidated balance sheet. We recorded $616, $674, and $849 of total operating lease expense during the years ended* December 31, 2025*,2024, and2023, respectively, which is recorded within property management expense and general and administrative expenses in our consolidated statements of operations.

m.Income Taxes

We have elected to be taxed as a REIT. Accordingly, we recordedno income tax expense for the years ended* December 31, 2025*,2024, and2023.

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.

For the year ended* December 31, 2025*,42% of dividends were characterized as capital gain distributions and 58% were characterized as ordinary income. For the year ended* December 31, 2024*,88% of dividends were characterized as capital gain distributions and 12% were characterized as ordinary income. For the year ended* December 31, 2023*,74% of dividends were characterized as capital gain distributions,26% were characterized as ordinary income.

n.Share-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic718, “Compensation - Stock Compensation”. Any stock-based compensation awards granted are measured based on the grant-date fair value of the award and compensation expense for the entire award is recognized on a straight-line basis over the requisite service period, which is the vesting period, for the entire award. Certain of our stock-based compensation awards provide for accelerated vesting upon retirement. In these cases, we recognize compensation expense on a straight-line basis over the period from grant date to the date the employee will become retirement eligible. If the grantee is retirement eligible at the time they receive an award, the full amount of compensation expense is recognized immediately on the grant date.

o.Noncontrolling Interest

Our noncontrolling interest represents limited partnership units of our operating partnership that were issued in connection with certain property acquisitions and a joint venture partner's interest of a consolidated joint venture. We record limited partnership units issued in an acquisition at their fair value on the closing date of the acquisition. The holders of the limited partnership units have the right to redeem their limited partnership units for either shares of our common stock or for cash at our discretion. As the settlement of a redemption is in our sole discretion, we present noncontrolling interest in our consolidated balance sheet within equity but separate from stockholders’ equity. Any noncontrolling interests that fail to qualify as permanent equity will be presented as temporary equity and be carried at the greater of historical cost or their redemption value.

p.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 (including any derivative instruments embedded in other contracts) at fair value and record such amounts in our consolidated balance sheet 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 (loss) and changes in 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.

q.Employee Retention Credit

Under the terms of the* March 27, 2020Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), we were eligible and applied for assistance in the form of a refundable employee retention credit. Since applicable GAAP guidance is limited, we adopted an accounting policy by analogizing to International Accounting Standard20* “Accounting for Government Grants” to recognize employee retention credits as a reimbursement of payroll related expenses within property operating expenses, property management expenses, and general and administrative expenses in our consolidated statements of operations. During the years ended* December 31, 2025,*2024 and2023, we recognized reimbursements of payroll related expenses of $0, $0 and $3,232, respectively, in our consolidated statements of operations.

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r.Restructuring Costs

During thethree months ended* March 31, 2023,we reorganized certain departments in our organization impacting a limited number of employees. The impacted employees were provided severance packages that included cash severance payments and the accelerated vesting of performance share units and restricted stock awards, as applicable. In accordance with ASC712* “Compensation – Nonretirement Postemployment Benefits”, we recognized the full amount of restructuring costs of $3,213 during thethree months ended* March 31, 2023,which is presented in the restructuring costs line on the consolidated statement of operations. No restructuring costs were recognized during the years ended December 31, 2025and2024.*

s.Recent Accounting Pronouncements

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

In* December 2025,the Financial Accounting Standards Board (“FASB”) issued ASU2025*-12*, Codification Improvements*, as part of its ongoing project to clarify, correct and improve various topics within the Accounting Standards Codification (ASC). The amendments cover33 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 (Topic260) and (ii) the exclusion of certain lease receivables from enhanced credit loss disclosures (Topic310). 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 ASU2025*-12 on its consolidated financial position, results of operations and disclosures.

In* November 2025,the FASB issued ASU2025*-09, Derivatives and Hedging (Topic815*): 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,* mayqualify 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 ASU2025*-09 on its consolidated financial position, results of operations and disclosures.

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 to become effective for the Company starting in the year ended December 31, 2025.*While the SEC has voluntarily stayed the rules, the Company is currently evaluating the effect the rules will have on its financial statement disclosures.

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NOTE3: Investments in Real Estate

As of* December 31, 2025*, our investments in real estate consisted of 114 (unaudited) operating apartment properties, includingone owned through a consolidated joint venture, that contain an aggregate of 33,462 (unaudited) units. The following table summarizes our investments in real estate except fortwo properties that we classified as held for sale as of* December 31, 2025:*

As of December 31, 2025As of December 31, 2024Depreciable Lives (In years)
Land$573,777$564,966—
Building5,450,8915,323,10540
Furniture, fixtures and equipment571,339475,8655 - 10
Total investments in real estate$6,596,007$6,363,936
Accumulated depreciation(915,247)(740,957)
Investments in real estate, net$5,680,760$5,622,979

The following table summarizes our properties held for sale as of* December 31, 2025.*

PropertyMarketUnitsCarrying Value
Bella Terra at City Center (1)Denver, CO304$49,254
Stonebridge CrossingMemphis, TN50027,214
804$76,468

(1) During thethree months ended* September 30, 2025,*we recognized a loss on impairment on this property of $12,841.

Acquisitions

Subsequent to year-end, on* January 15, 2026,*we acquired a 140-unit (unaudited) community in Columbus, Ohio for $29.5 million. The acquisition increased our exposure in Columbus from 2,510 units (unaudited) to 2,650 units (unaudited).

The following table summarizes asset acquisitions for the year ended* December 31, 2025*:

Property · Date Acquired · Market · Units (unaudited) · Purchase Price
Autumn Breeze2/27/2025Indianapolis, IN280$59,500
3030 at Apopka7/31/2025Orlando, FL24060,250
M2 at Millenia 7008/14/2025Orlando, FL40394,750
Total923$214,500

The following table summarizes asset acquisitions for the year ended* December 31, 2024:*

Property · Date Acquired · Market · Units (unaudited) · Purchase Price
Gateway at Pinellas8/13/2024Tampa, FL288$82,000
Highland Ridge11/1/2024Charlotte, NC30073,500
Serenza at Ocoee Village12/5/2024Orlando, FL32084,250
Total908$239,750

There wereno asset acquisitions during the year ended* December 31, 2023.*

The following table summarizes the aggregate fair value of the assets and liabilities associated withthree multifamily property acquisitions during the year ended* December 31, 2025*, on the date of acquisition.

Fair Value of Assets and Liabilities Acquired During the
Year Ended
Assets acquired:
Investments in real estate$207,345
Other assets281
Intangible assets8,056
Total assets acquired215,682
Liabilities assumed:
Debt59,897
Accounts payable and accrued expenses2,423
Other liabilities614
Total liabilities assumed62,934
Estimated fair value of net assets acquired$152,748

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Dispositions

The following table summarizes the dispositions for the year ended* December 31, 2025*:

PropertyMarketUnits (unaudited)Sale DateSale PriceGain on Sale
Ridge Crossings (1)Birmingham, AL7202/14/2025$111,000$1,496
Jamestown at St. MatthewsLouisville, KY35611/13/202550,00017,492
1,076$161,000$18,988

(1) During thethree months ended* December 31, 2024,*we recognized a loss on impairment on this property of $20,928.

The following table summarizes the dispositions for the year ended* December 31, 2024:*

Property · Market · Units (unaudited) · Sale Date · Sale Price · Gain on Sale (Loss on Impairment), Net (1)
Villas of Kingwood (2)(3)Houston, TX3302/13/2024$53,700$62
Belmar Villas (2)(3)Denver, CO3182/13/202474,30046
Hearthstone at City Center (2)(3)Denver, CO3603/12/202474,00088
Villas at Huffmeister (2)(3)Houston, TX2943/25/202444,250(415)
Westmont Commons (2)(3)Asheville, NC2523/28/202449,87525,856
Reserve at Creekside (2)(3)Chattanooga, TN1924/30/202428,500(152)
Tapestry Park (4)Birmingham, AL3547/17/202470,800(14,419)
Total2,100$395,425$11,066
(1)The gain on sale (loss on impairment), net is exclusive of $32,956 impairment charge recognized during the three months ended December 31, 2023, net of $1,953 of defeasance and debt prepayment gains.
(2)Included in the Portfolio Optimization and Deleveraging Strategy discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, which Portfolio Optimization and Deleveraging Strategy resulted in the sale of ten properties in seven markets for an aggregate gross sales price of $525,300.
(3)Held for sale as of December 31, 2023.
(4)A loss on impairment of $15,107 was recognized during the three months ended March 31, 2024.

The following table summarizes the dispositions for the year ended* December 31, 2023:*

Property · Market · Units (unaudited) · Sale Date · Sale Price · Gain on Sale (Loss on Impairment), Net (1)
Eagle Lake LandingIndianapolis, IN2772/28/2023$37,300$1,179
The Meadows at River Run (2)Chicago, IL37412/20/202372,700(14,612)
Fielders Creek (2)Denver, CO21712/21/202344,100(11,019)
Cottage Trails at Culpepper Landing (2)Norfolk, VA18312/28/202340,750(10,168)
Oak Crossing (2)Fort Wayne, IN22212/28/202343,1001,029
Total1,273$237,950$(33,591)
(1)(Loss on impairment) gain on sale of real estate sold in 2023 is net of $1,900 of defeasance and debt prepayment gains.
(2)Included in the Portfolio Optimization and Deleveraging Strategy discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, which Portfolio Optimization and Deleveraging Strategy resulted in the sale of ten properties in seven markets for an aggregate gross sales price of $525,300.

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NOTE4: Investments in Unconsolidated Real Estate Entities

As of* December 31, 2025*, our investments in unconsolidated real estate entities had aggregate land, building, and construction in progress costs capitalized of $269,739 and aggregate construction debt of $151,979. 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 income (loss) of $11,066, $347, and ($4,488) from equity method investments during the years ended* December 31, 2025*,2024, and2023, respectively, and the income or losses were recorded in income (loss) from investments in unconsolidated real estate entities in our consolidated statements of operations.

The following table summarizes our investments in unconsolidated real estate entities as of* December 31, 2025and2024*:

Carrying Value As Of
Investments in Unconsolidated Real Estate Entities · Location · Units (unaudited) (1) · IRT Ownership Interest · December 31, 2025 · December 31, 2024
Metropolis at Innsbrook (2)Richmond, VA40284.8%$—$21,163
Views of Music City II (3)Nashville, TN20950.0%—5,905
Lakeline Station (4)Austin, TX37890.0%42,17936,106
The Mustang (5)Dallas, TX27585.0%30,57828,801
Nexton Pine HollowCharleston, SC32490.0%22,097—
The Approach (6)Indianapolis, IN31866.6%3,409—
Total1,906$98,263$91,975
(1)Represents the total number of units after development is complete and each property is placed in service.
(2)The Metropolis at Innsbrook is an operating property consisting of 402 units (unaudited) that was sold on July 21, 2025. We had an 84.8% ownership interest in the property at the time of sale. We received $31,356 in proceeds from the sale, comprised of a return of our initial investment of $24,501 and equity proceeds of $6,855. We recognized a gain of $10,576 from the sale during the year ended December 31, 2025.
(3)Views of Music City II is an operating property. On October 9, 2025, our joint venture partner redeemed our investment in this property, comprised of a return of our initial investment of $5,912 and a preferred return of $3,248. We recognized the preferred return of $3,248 in income (loss) from investments in unconsolidated real estate entities in our consolidated statements of operations during the year ended December 31, 2025. Under the terms of our joint venture agreement, we are entitled to the right of first refusal on the sale of the property.
(4)Lakeline Station is an operating property consisting of 378 units (unaudited). Subsequent to year-end, 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. We began consolidating the assets and liabilities of the property and its operating results effective January 20, 2026.
(5)The Mustang is an operating property consisting of 275 units (unaudited). We have an open-ended call option that gives us the right to buy the property.
(6)On October 8, 2025, we entered into a joint venture to develop a 318-unit (unaudited) multifamily project in Indianapolis, IN. We have committed to invest an aggregate of $20.0 million in this joint venture in exchange for a 66.6% preferred equity interest, and, as of December 31, 2025, we had funded $3.4 million on account of this commitment.

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NOTE5: Indebtedness

The following tables contain summary information concerning our consolidated indebtedness as of* December 31, 2025*:

Consolidated Debt:Outstanding PrincipalUnamortized Debt Issuance CostsUnamortized Loan (Discount)/PremiumsCarrying AmountTypeWeighted Average Contractual Rate (2)Weighted Average Effective Rate (3)Weighted Average Maturity (in years)
Unsecured revolver (1)$198,892$(4,535)$—$194,357Floating4.5%4.8%3.0
Unsecured term loans600,000(1,142)—598,858Floating4.6%4.0%1.5
Secured credit facilities582,535(1,525)12,157593,167Fixed4.2%4.4%2.9
Mortgages739,596(2,741)9,693746,548Fixed3.9%4.0%3.3
Unsecured notes150,000(1,455)—148,545Fixed5.4%5.6%7.3
Total Consolidated Debt$2,271,023$(11,398)$21,850$2,281,4754.3%4.3%3.0
(1)On January 8, 2025, we amended and restated our unsecured credit agreement, which increased our revolver capacity to $750,000, and extended the maturity date of borrowings under the unsecured revolver to January 8, 2029. The unsecured revolver total capacity was $750,000, of which $198,892 was outstanding as of December 31, 2025.
(2)Represents the weighted average of the contractual interest rates in effect as of year-end without regard to any interest rate swaps or collars.
(3)Represents the total weighted average effective interest rate for the three months ended December 31, 2025, including the impact of interest rate swaps and collars, the amortization of hedging costs, and deferred financing costs, but excluding the impact of loan premium amortization, discount accretion, and interest capitalization.
Original maturities on or before December 31,
Debt:20262027202820292030Thereafter
Unsecured revolver (1)$—$—$—$198,892$—$—
Unsecured term loans200,000—400,000———
Secured credit facilities9,11110,081453,9362,670106,737—
Mortgages126,76311,281126,019416,031—59,502
Unsecured notes—————150,000
Total$335,874$21,362$979,955$617,593$106,737$209,502
(1)On January 8, 2025, we amended and restated our unsecured credit agreement, which increased our revolver capacity to $750,000, and extended the maturity date of borrowings under the unsecured revolver to January 8, 2029. The unsecured revolver total capacity was $750,000, of which $198,892 was outstanding as of December 31, 2025.

The following table contains summary information concerning our consolidated indebtedness as of* December 31, 2024*:

Unamortized · Unamortized · Weighted · Weighted · Weighted
Debt · Loan · Average · Average · Average
Outstanding · Issuance · (Discount) · Carrying · Contractual · Effective · Maturity
Debt:PrincipalCosts/PremiumsAmountTypeRate (3)Rate (4)(in years)
Unsecured revolver (1)$194,478$(526)—$193,952Floating5.5%4.8%4.0
Unsecured term loans600,000(1,831)—598,169Floating5.6%4.0%2.5
Secured credit facilities585,635(1,901)17,034600,768Fixed4.2%4.4%3.9
Mortgages (2)780,794(3,175)14,687792,306Fixed3.8%4.0%3.7
Unsecured notes150,000(1,512)—148,488Fixed5.4%5.6%8.3
Total Debt$2,310,907$(8,945)$31,721$2,333,6834.6%4.3%3.8
(1)The unsecured revolver total capacity was $500,000, of which $194,478 was outstanding as of December 31, 2024.
(2)Includes indebtedness secured by real estate held for sale of $59,032.
(3)Represents the weighted average of the contractual interest rates in effect as of year-end December 31, 2024 without regard to any interest rate swaps or collars.
(4)Represents the total weighted average effective interest rate for the three months ended December 31, 2024, including the impact of interest expense including the impact of interest rate swaps and collars, the amortization of hedging costs, and deferring financing costs, but excluding the impact of loan premium amortization, discount accretion, and interest capitalization.

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As of* December 31, 2025* we were in compliance with all financial covenants contained in our consolidated 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, 2029scheduled maturity date andtwo unsecured term loans, specifically: (i) a $200,000 term loan with a May 18, 2026maturity date (the“2026* Term Loan”) and (ii) a $400,000 term loan with a* January 28, 2028maturity date (the“2028* Term Loan”). The Sixth Restated Credit Agreement provides for a new $350.0 million term loan with a maturity date of* February 11, 2030,subject to aone* year extension option (the*“2030* Term Loan”). A portion of the proceeds from the2030 Term Loan were used to pay off outstanding borrowings under the2026 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 an increase in such aggregate amount to up to $2.0 billion subject to certain terms and conditions, including receipt of commitments fromone or more lenders, whether ornot currently parties to the Sixth 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 Sixth Restated Credit Agreement.

The margin for borrowings under the Unsecured Revolver, the2028 Term Loan and the new2030 Term Loan remain unchanged, with (1) Unsecured Revolver borrowings bearing interest at a rate equal to either (i) the SOFR rate plus a margin of 72.5 to 140 basis points, or (ii) a base rate plus a margin of 0 to 40 basis points; and (2)2028 Term Loan and new2030 Term Loan borrowings bearing interest at a rate equal to either (i) the SOFR rate plus a margin of 80 to 160 basis points, or (ii) a base rate plus a margin of 0 to 60 basis points. The applicable margin will be determined based upon IRT’s credit rating. At the time of closing, based upon IRT’s credit rating along with IROP’s consolidated leverage ratio, the applicable SOFR margin was 77.5 basis points for the Unsecured Revolver and 85 basis points for both the2028 Term Loan and2030 Term Loan.

The Sixth Restated Credit Agreement contains customary covenants for credit facilities of this type, including restrictions on our ability to take the following actions: (i) make distributions after an event of default; (ii) incur debt; (iii) make investments; (iv) grant or suffer liens; (v) undertake mergers, consolidations, asset sales and other fundamental entity changes; (vi) make material changes to contracts and organizational documents; and (vii) enter into transactions with affiliates.

The Sixth Restated Credit Agreement also contains financial covenants applicable to us involving (i) maximum consolidated total debt to total asset value, (ii) maximum distributions, (iii) maximum secured debt to total asset value, (iv) maximum unsecured debt to eligible unencumbered properties, and (v) minimum consolidated fixed charge coverage. The Sixth Restated Credit Agreement provides for certain customary events of default, including among others, non-payment of principal, interest or other amounts when due, inaccuracy of representations and warranties, violation of covenants, cross defaults with certain other indebtedness, insolvency or inability to pay debts, bankruptcy, or a change of control.

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Private Placement of$150* Million of Unsecured Notes*

On* August 19, 2024,we entered into a Note and Guaranty Agreement granting us the right to sell up to $150,000 of unsecured notes (the “Private Placement”), consisting of $75,000 aggregate principal amount of unsecured notes due October 1, 2031and $75,000 aggregate principal amount of unsecured notes due October 1, 2034 (each a “note” and collectively, the “notes”), to an institutional investor in the Private Placement at fixed annual interest rates of 5.32% and 5.53%, respectively. The entire unpaid principal balance of each note shall be due and payable on the maturity date thereof. On October 1, 2024,the notes were executed and funded. We incurred $1,120 of deferred financing costs attributable to the Private Placement which have been allocated evenly between the notes and will be amortized into interest expense over their respective 7- or 10-year terms, respectively. The net proceeds from the Private Placement were used to repay secured mortgage debt scheduled to mature in2024* and2025 and to reduce the borrowings under our unsecured revolver.

Secured Credit Facilities

PNC Secured Credit Facility

On* December 16, 2021,in connection with the STAR Merger, we assumed the PNC MCFA, a fixed rate multifamily note and other loan documents for the benefit of PNC Bank. The PNC MCFA provides for a fixed rate loan in the aggregate principal amount of $79,170 that accrues interest at 2.82% per annum and has a maturity date of July 1, 2030.As of December 31, 2025*, and2024, the outstanding principal balance was $75,528 and $76,249, respectively.

Newmark Secured Credit Facility

On* December 16, 2021,in connection with the STAR Merger, we assumed the Newmark MCFA, which consists offour* tranches: (1) a fixed rate loan in the aggregate principal amount of $331,001 that accrues interest at 4.43% per annum; (2) a fixed rate loan in the aggregate principal amount of $137,917 that accrues interest at 4.57% per annum; (3) a variable rate loan in the aggregate principal amount of $49,493 that accrues interest at theone-month LIBOR plus 1.70% per annum; and (4) a fixed rate loan in the aggregate principal amount of $40,468 that accrues interest at 3.34% per annum. Thefirst three tranches have a maturity date of* August 1, 2028,and thefourth* tranche has a maturity date of* March 1, 2030,unless in each case the maturity date is accelerated in accordance with the terms of the loan documents. Interest only payments are payable monthly through August 1, 2025and April 1, 2027on thefirst* three tranches andfourth tranche, respectively, with interest and principal payments due monthly thereafter. During2023 and2024, tranche3 was repaid and retired with proceeds from the2023 property sales. As of* December 31, 2025and2024,* the outstanding principal balance was $507,007 and $509,386, respectively.

Mortgages

The following table summarizes the mortgage payoffs during the years ended* December 31, 2025and2024*:

Weighted Average
AmountInterest Rate
Mortgage payoffs in 2024$303,4643.83%
Mortgage payoffs in 202588,3034.46%
$391,7673.97%

NOTE6: Derivative Financial Instruments

The following table summarizes the aggregate notional amounts and estimated net fair values of our derivative instruments as of* December 31, 2025and2024*:

As of December 31, 2025As of December 31, 2024
NotionalFair Value of AssetsFair Value of LiabilitiesNotionalFair Value of AssetsFair Value of Liabilities
Cash flow hedges:
Interest rate swaps$600,000$6,006$346$500,000$20,328$—
Interest rate collars200,0003,344—200,0008,972—
Forward interest rate swap150,000490————
Total$950,000$9,840$346$700,000$29,300$—

Interest rate swaps

On* August 6, 2025,we entered into a forward interest rate swap contract with a notional value of $150,000, a strike rate of 3.26% and a maturity date of June 17, 2030.The interest rate swap has an effective date of June 17, 2026.*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.

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.

On* March 16, 2023,we entered into an interest rate swap contract with a notional value of $200,000, a strike rate of 3.39% and a maturity date of March 17, 2030.*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.

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On* March 2, 2020,we entered into a forward starting interest rate swap contract with a notional value of $150,000 and a strike rate of 0.985%. The interest rate swap became effective on May 17, 2022and has a maturity date of May 17, 2027.*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.

On* May 9, 2019,we entered into a forward starting interest rate swap contract with a notional value of $150,000 and a strike rate of 2.176%. The interest rate swap became effective on June 17, 2021and has a maturity date of June 17, 2026.*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.

Interest rate collars

On* July 12, 2022,we entered into forward starting interest rate collars with a total notional value of $200,000, a cap rate of 2.50%, a floor rate of 1.50% and a maturity date of January 17, 2028.The effective date for $100,000 of the forward interest rate collars was January 17, 2024and November 17, 2024,*for the other $100,000. We designated these forward interest rate collars as cash flow hedges at inception and determined that the hedges are highly effective in offsetting interest rate fluctuations associated with the identified indebtedness.

For interest rate swaps and collars that are considered effective hedges, we reclassified realized gains of $13,036, $19,730, and $19,189 to earnings within interest expense for the years ended* December 31, 2025,*2024 and2023, respectively. For interest rate swaps and collars that are considered effective hedges, gains of $5,572 are expected to be reclassified out of accumulated other comprehensive income (loss) to earnings over the next12 months.

Effective interest rate swaps and collars are reported in accumulated other comprehensive income (loss) and the fair value of these hedge agreements is included in other assets or other liabilities.

NOTE7: Stockholder Equity and Noncontrolling Interest

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 offered by the Forward Seller in connection with the forward sale agreements described below (including 1,500,000 shares offered pursuant to the Underwriter’s option to purchase additional shares, which was exercised in full). We didnot* initially receive any proceeds from the sale of our common stock by the Forward Seller. We completed the offering on* September 5, 2024.*

In connection with the offering, we also entered intotwo forward sale agreements. Thefirst forward sale agreement (the “Initial Forward Sale Agreement”), dated* September 3, 2024,with the Forward Seller and Forward Counterparty, and thesecond* forward sale agreement (the “Additional Forward Sale Agreement”, together with the Initial Forward Sale Agreement, the “Forward Sale Agreements”), dated* September 4, 2024,with the Forward Seller and the Forward Counterparty. In connection with the Forward Sale Agreements, 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* December 30, 2024,we physically settled 3,250,000 shares of our common stock that was sold in the offering at a weighted average price of $19.04 per share, and we received net proceeds of $61,882. On March 31, 2025,we physically settled 2,650,000 shares at a weighted average price of $18.89 per share and we received net proceeds of $50,059. On September 5, 2025,we amended the Forward Sale Agreements to extend the scheduled maturity date to December 31, 2025.On September 29, 2025,we physically settled 5,300,000 shares at a weighted average price of $19.06 per share and we received net proceeds of $101,003. On December 31, 2025,we net cash settled the remaining 300,000 shares of common stock at a weighted average price of $17.53 per share against a weighted average forward price of $19.01 per share, resulting in net proceeds to us of $446. All of the net proceeds were used to fund new acquisitions. As of December 31, 2025,*no shares of our common stock remained to be settled under the Forward Sale Agreements.

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. 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* March**31,* 2025, we entered into forward sales transactions under the ATM Program for the forward sale of an aggregate of 2,681,600 shares of our common stock at a weighted average price of $20.96 per share. On* December 23, 2025,we net cash settled all 2,681,600 shares of common stock at a weighted average price of $16.81 per share against a weighted average forward price of $21.02 per share, resulting in net proceeds to us of $11,281. We used substantially all of the net proceeds to fund the repurchase of shares of common stock under our Stock Repurchase Program. As of December 31, 2025,*approximately $342,400 remained available for issuance under our ATM Program.

During thethree months ended* September 30, 2024,and December 31, 2024,we entered into forward sales transactions under the ATM Program for the forward sale of an aggregate of 2,498,300 shares of our common stock with a maturity date of September 5, 2025or November 13, 2025,respectively, as set forth in the forward sale transactions placement notice. On December 30, 2024,we physically settled all of these 2,498,300 shares of our common stock at a weighted average price of $20.06 per share and we received net proceeds of $50,106. As of December 31, 2024,*approximately $399,435 remained available for issuance under our ATM Program.

We evaluated the accounting for the forward sale transactions under FASB ASC Topic480 “Distinguishing Liabilities from Equity” and FASB ASC Topic815 “Derivatives and Hedging”. As the forward sale transactions are considered indexed to our own equity and since they meet the equity classification conditions in ASC815-40-25, the forward sale transactions have been classified as equity.

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Stock Repurchase Program

On* May 18, 2022,our Board of Directors authorized a common stock repurchase program (the “Stock Repurchase Program”) covering the repurchase of 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 of our common stock will depend on a number of factors, including the price and availability of our shares of common stock, trading volumes and general market conditions. The Stock Repurchase Program hasno* time limit and* maybe suspended or discontinued at any time. During the year ended December 31, 2025*, we repurchased and retired 1,872,684 shares of common stock under our Stock Repurchase Program at a weighted average price of $16.00 per share at a total cost of $30,000. As of* December 31, 2025*, $220,000 in shares of our common stock remained authorized for repurchase under our Stock Repurchase Program.

Our Board of Directors declared the following dividends in2025:

Dividend Declared
QuarterDeclaration DateRecord DatePayment DatePer Share
First quarter 2025March 10, 2025March 28, 2025April 21, 2025$0.16
Second quarter 2025May 14, 2025June 27, 2025July 18, 2025$0.17
Third quarter 2025September 8, 2025September 30, 2025October 24, 2025$0.17
Fourth quarter 2025December 15, 2025December 31, 2025January 23, 2026$0.17

Our Board of Directors declared the following dividends in2024:

Dividend Declared
QuarterDeclaration DateRecord DatePayment DatePer Share
First quarter 2024March 11, 2024March 29, 2024April 19, 2024$0.16
Second quarter 2024June 10, 2024June 28, 2024July 19, 2024$0.16
Third quarter 2024September 17, 2024September 30, 2024October 18, 2024$0.16
Fourth quarter 2024December 16, 2024December 31, 2024January 17, 2025$0.16

Noncontrolling Interest

During2025,no holders of IROP units exchanged units for shares of our common stock. As of* December 31, 2025*,5,941,643 IROP units held by unaffiliatedthird parties were outstanding.

During2024, holders of IROP units exchanged 4,928 units for 4,928 shares of our common stock. As of* December 31, 2024*,5,941,643 IROP units held by unaffiliatedthird parties were outstanding.

Our Board of Directors declared the following distributions on our operating partnership’s LP units during2025:

Dividend Declared
QuarterDeclaration DateRecord DatePayment DatePer Share
First quarter 2025March 10, 2025March 28, 2025April 21, 2025$0.16
Second quarter 2025May 14, 2025June 27, 2025July 18, 2025$0.17
Third quarter 2025September 8, 2025September 30, 2025October 24, 2025$0.17
Fourth quarter 2025December 15, 2025December 31, 2025January 23, 2026$0.17

Our Board of Directors declared the following distributions on our operating partnership’s LP units during2024:

Dividend Declared
QuarterDeclaration DateRecord DatePayment DatePer Share
First quarter 2024March 11, 2024March 29, 2024April 19, 2024$0.16
Second quarter 2024June 10, 2024June 28, 2024July 19, 2024$0.16
Third quarter 2024September 17, 2024September 30, 2024October 18, 2024$0.16
Fourth quarter 2024December 16, 2024December 31, 2024January 17, 2025$0.16

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NOTE8: Equity Compensation Plans

On* May 18, 2022,our stockholders approved our2022* Long Term Incentive Plan (the*“2022* Incentive Plan”) which replaced the2016 Long Term Incentive Plan (the “Prior Plan”, collectively with the2022 Incentive Plan, the “Incentive Plan”).No new awards* maybe made under the Prior Plan, although awards outstanding under the Prior Plan will remain subject to the terms of the Prior 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 the Prior Plan are recycled into the2022* Incentive Plan)* maybe awarded 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.

Under the Incentive Plan, we have granted restricted shares, RSUs, and performance share units (“PSUs”). For the years ended* December 31, 2025,*2024 and2023 we recognized $8,276, $7,390 and $7,883 of stock compensation expense, respectively.

The restricted shares and RSUs granted under the Incentive Plan generally vest over atwo, three, orfour-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 common share award and RSU activity is presented below.

202520242023
Number of SharesWeighted Average Grant Date Fair Value Per ShareNumber of SharesWeighted Average Grant Date Fair Value Per ShareNumber of SharesWeighted Average Grant Date Fair Value Per Share
Balance, January 1,509,895$16.73416,735$18.70395,482$18.67
Granted344,57319.37400,65915.16356,88618.06
Vested(255,469)17.46(232,830)17.67(260,128)17.80
Forfeited(59,930)17.92(74,669)16.37(75,505)18.59
Balance, December 31, (1)539,069$17.94509,895$16.73416,735$18.70
(1)The outstanding award balance above included 156,732, 149,334, and 127,989 RSUs as of December 31, 2025, 2024, and 2023, respectively.

Subsequent to* December 31, 2025*,303,489 restricted stock awards and RSUs valued at a weighted-average price of $16.30, or $4,947 in the aggregate were awarded to employees. These awards vest over atwo tofour-year period.

As of* December 31, 2025*, the unearned compensation cost relating to unvested restricted common share awards and RSUs was $4,518, which will be recognized over a weighted-average period of 1.9 years. The estimated fair value of restricted common share awards, and RSUs, vested during2025,2024, and2023 was $5,350, $3,645, and $4,494, respectively.

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The PSUs granted under the Incentive Plan have athree-year performance period and are generally based on (1) market performance as measured by total stockholder return for 70% of the award and (2) a subjective element tied to individual performance for 30% of the award. The PSUs vest 50% upon the Compensation Committee’s determination as to the satisfaction of the performance criteria (which shall be withintwo months of the last day of the performance period) and 50% on thefirst anniversary of the last day of the performance period, subject to continued service through such dates. A summary of PSU activity is presented below.

202520242023
Number of SharesWeighted Average Grant Date Fair Value Per ShareNumber of SharesWeighted Average Grant Date Fair Value Per ShareNumber of SharesWeighted Average Grant Date Fair Value Per Share
Balance, January 1,642,380$16.72589,522$16.26841,519$13.74
Granted (1)194,23717.30218,37913.64216,79417.43
Change in awards based on performance (2)10,19319.3882,53414.48104,06014.22
Vested(199,679)15.02(248,055)12.15(452,380)11.55
Forfeited————(120,471)16.68
Balance, December 31,647,131$17.46642,380$16.72589,522$16.26
(1)PSUs granted reflects the number of awards assuming target performance. The actual number of awards earned is based on actual performance during the three-year performance period and ranges from 0%-150% of target.
(2)Represents the change in the numbers of PSUs earned based on above-target performance achievement for the applicable performance period.

Our assumptions used in computing the fair value of the PSUs at the dates of their respective grants, using the Monte Carlo method, were as follows:

For the year ended December 31,
202520242023
Dividend yield3.3%4.2%4.7%
Volatility (a)29.0%35.0%33.0%
Expected term2.9 years2.8 years2.9 years
(a)This represents the volatility assumption used for IRT. The volatility assumptions used for our peer group and the NAREIT Mortgage Index ranged from 23% to 43%.

The Company estimates future expenses associated with PSUs outstanding at* December 31, 2025* to be $1,543, which will be recognized over a weighted-average period of 2.5 years. The estimated fair value of PSUs vested during2025,2024, and2023 was $4,134, $3,683 and $7,990, respectively.

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NOTE9: Earnings (Loss) Per Share

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the years ended* December 31, 2025,*2024 and2023:

For the Years Ended December 31,
202520242023
Net income (loss)$57,707$40,033$(17,807)
(Income) loss allocated to noncontrolling interest(1,149)(742)580
Net income (loss) allocable to common shares56,55839,291(17,227)
Weighted-average shares outstanding—Basic233,923,616224,798,958224,414,443
Dilutive securities826,815785,348—
Weighted-average shares outstanding—Diluted234,750,431225,584,306224,414,443
Earnings (loss) per share—Basic$0.24$0.17$(0.08)
Earnings (loss) per share—Diluted$0.24$0.17$(0.08)

Certain IROP units totaling 5,941,643 for the year ended* December 31, 2025*, were excluded from the earnings per share computation because their effect would have been anti-dilutive. Certain IROP units and shares of common stock deliverable under the forward sale agreement totaling 14,192,127 for the year ended* December 31, 2024,were excluded from the earnings per share computation because their effect would have been anti-dilutive. Certain IROP units, PSUs, RSUs, restricted stock awards and shares of common stock deliverable under the forward sale agreement totaling 6,669,403 for the year ended December 31, 2023,*were excluded from the earnings per share computation because their effect would have been anti-dilutive.

NOTE10: Quarterly Financial Data (Unaudited)

The following table summarizes our quarterly financial data which, in the opinion of management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our results of operations:

For the Three-Month Periods Ended
March 31June 30September 30December 31
Total revenue$161,243$162,188$167,138$167,127
Net income (loss)8,5268,1726,99534,014
Net income (loss) allocable to common shares8,3548,0466,89333,265
Total earnings per share—Basic (1)$0.04$0.03$0.03$0.14
Total earnings per share—Diluted (1)$0.04$0.03$0.03$0.14
Total revenue$160,534$158,402$160,135$160,963
Net income (loss)17,96110,55512,620(1,100)
Net income (loss) allocable to common shares17,57710,35412,365(1,001)
Total earnings per share—Basic (1)$0.08$0.05$0.05$0.00
Total earnings per share—Diluted (1)$0.08$0.05$0.05$0.00
(1)The summation of quarterly per share amounts may not equal the full year amounts due to rounding.

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NOTE11: 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. Individual operating results for each of our multifamily properties is reviewed and discrete financial information is available. Our multifamily properties have similar long-term economic characteristics and provide similar products and services to a similar class of residents. All operations are within the United States andno individual multifamily property comprises more than10% of consolidated revenues or assets. We aggregate our multifamily properties on a same-store and non same-store basis, and as a result, have identifiedtwo reportable segments.

•Same-Store includes properties that were owned and not a development property as of January 1, 2024, 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, 2024.

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. As a group, our executive officers, including the CEO, President and CFO, CAO, and EVP of Operations act as the CODM. The CODM manages and reviews our operations on both a property-by-property basis and same-store and non same-store basis and 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, net gains on sale of assets and restructuring costs.

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 the years ended* December 31, 2025,2024 and2023, and reconciles NOI to Net income (loss) on the consolidated statements of operations. The segments are classified as same-store or non same-store based on the individual property’s status as of December 31, 2025* for the years ended* December 31, 2025and2024* and at* December 31, 2024* for the year ended* December 31, 2023*.

For the Year Ended December 31,
202520242023
Revenue:
Same-store(1) rental and other property revenue$595,601$585,431$585,277
Non same-store(1) rental and other property revenue60,88053,48274,564
Total reportable segments revenue656,481638,913659,841
Other income1,2151,1221,142
Total consolidated revenue$657,696$640,035$660,983
Operating Expenses:
Same-store
Real estate taxes67,92668,53472,518
Property insurance13,32315,17414,618
Personnel expenses47,46048,06845,592
Utilities29,72028,92328,296
Repairs and maintenance18,83618,87220,122
Contract services22,92721,27621,584
Advertising expenses9,0797,3806,342
Other property operating expenses (2)6,2796,2096,625
Total same-store operating expenses215,550214,436215,697
Non same-store
Total non same-store operating expenses23,60721,15228,633
Total reportable segments operating expenses239,157235,588244,330
Net Operating Income:
Same-store NOI380,051370,995369,580
Non same-store NOI37,27332,33045,931
Total reportable segments NOI417,324403,325415,511
Adjustments:
Other revenue1,2151,1221,142
Property management expenses(30,107)(29,923)(27,081)
General and administrative expenses(23,966)(24,245)(22,766)
Depreciation and amortization(243,241)(220,854)(218,968)
Casualty losses(1,314)(3,935)(925)
Interest expense(78,998)(76,141)(89,921)
Gain on sale (loss on impairment) of real estate assets, net6,147(9,862)(66,547)
(Loss) gain on extinguishment of debt(67)200(124)
Other loss(352)(1)(427)
Income (loss) from investments in unconsolidated real estate entities11,066347(4,488)
Restructuring costs——(3,213)
Net income (loss)$57,707$40,033$(17,807)
(1)Same-store portfolio consists of 105 properties, which represent 30,502 units. Non same-store portfolio consists of 9 properties, which represent 2,960 units.
(2)Other property operating expenses includes property office, administrative and legal costs.

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NOTE12: Commitments and Contingencies

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.

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 approximately50* 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 Section1 of the Sherman Act. Some of the complaints, includingone filed on* November 14, 2022,in the U.S. District Court for the Northern District of Illinois, named us asone* of the defendants, and others didnot. Discovery is ongoing. It isnot possible for the Company to estimate the amount of loss, if any, which* maybe associated with an adverse decision in this matter. We deny all allegations of wrongdoing and intend to defend against these claims vigorously. See “Part I. Item3.* 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.

Lease Obligations

We lease office space in Philadelphia, PA , Chicago, IL and Tampa, FL. As of* December 31, 2025*, the weighted average term of our lease obligations was 4.1 years. The following table sets forth, as of* December 31, 2025*, the annual minimum rent due pursuant to these leases for each of the nextfive years and thereafter:

YearAmount
2026$811
2027827
2028796
2029649
2030228
Thereafter—
Total$3,311

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