INDEPENDENCE REALTY TRUST, INC.

For the period ended May 13, 2026. Filed Mar 19, 2026.

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May 13, 2026 · Filed Mar 19, 2026

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IRT$15.00-2.1%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire Proxy Statement carefully before voting.

All references in this Proxy Statement to“IRT,”* “we,” “us,” “our,” or the*“Company”* shall refer to Independence Realty Trust, Inc. and its subsidiaries.*

VOTING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

IRT’s Annual Meeting will be held on Wednesday, May 13, 2026, at 9:00 a.m. (Eastern time) at 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, Pennsylvania 19103. Only holders of record of our common stock at the close of business on March 16, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Our Board knows of no other business that will be presented for consideration at the Annual Meeting.

If any other matter should be properly presented at the Annual Meeting or any adjournment or postponement of the Annual Meeting for action by the stockholders, the persons named in the proxy card will vote the proxy in accordance with their discretion on such matter. On or about March 26, 2026, we mailed a Notice of Internet Availability of Proxy Materials to stockholders. This Proxy Statement and the form of proxy are first being furnished to stockholders on or about March 26, 2026.

VOTING MATTERS

Items of Business · Our Board’s Recommendation · Page Reference (for more detail)
1	The election of nine persons to our Board, each to serve for a term expiring at the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified.	✓ FOR each nominee	9
2	The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for calendar year 2026.	✓ FOR	22
3	An advisory, non-binding resolution on our executive compensation.	✓ FOR	45
4	An advisory, non-binding resolution on the frequency of future advisory votes on our executive compensation.	✓ EVERY YEAR	46
Stockholders will also consider any other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

2025 BUSINESS HIGHLIGHTS

IRT is a real estate investment trust (“REIT”) that owns, operates, improves, manages and acquires multifamily apartment communities across non-gateway U.S. markets. As of December 31, 2025, we owned and operated 114 multifamily apartment properties (including one owned through a consolidated joint venture) that contain an aggregate of 33,462 units in the following states; Alabama, Colorado, Florida, Georgia, Indiana, Kentucky, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, and Texas. The primary business objective of IRT is to provide attractive risk-adjusted returns through diligent portfolio management, strong operational performance, and consistent returns on capital through distributions and capital appreciation.

FINANCIAL HIGHLIGHTS:

• Net income of $57.7 million and earnings per diluted share of $0.24 for the year • Produced core funds from operations* (“CFFO”) per share of $1.17 for the year • Declared dividends per share of $0.67 per common share • Generated same-store net operating income* (“NOI”) growth of 2.4% for the year • Improved Net Debt-to-Adjusted EBITDA* to 5.7x at year end • Completed 2,003 renovations in our value add initiative achieving average ROI of 15.3% during the year • Repurchased 1.9 million shares of our common stock for approximately $30.0 million • 2026 and 2027 debt maturities refinanced with new unsecured term loan in February 2026 *CFFO, NOI and Net Debt-to-Adjusted EBITDA are non-GAAP financial measures. Please see "Compensation Discussion and Analysis" later in this Proxy Statement and Appendix A to this Proxy Statement for a discussion of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures.

In 2025, we reduced our Net Debt-to-Adjusted EBITDA to 5.7x at year end, including adjustments for the timing of acquisitions and dispositions, and we are focused on continuing to improve our leverage profile.

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Our capital recycling program consists of disposing of assets in markets where we lack scale and/or markets where management believes that growth is slowing and allocating the proceeds from the dispositions into investments with higher growth potential and/or towards debt reduction.
REAL ESTATE TRANSACTIONS:	During 2025, in connection with our capital recycling program, we sold two properties and acquired three properties, as described below. On February 14, 2025, we sold one multifamily apartment community in Birmingham, Alabama for a gross sales price of $111.0 million and used the proceeds to fund property acquisitions described below. On February 27, 2025, we acquired a 280-unit multifamily apartment community in Indianapolis, Indiana for a gross purchase price of $59.5 million. The property was built in 2008 with an average rent per unit of $1,548 at the time of acquisition. This acquisition increased our exposure in Indianapolis from 1,979 units to 2,259 units. On July 31, 2025, we acquired a 240-unit multifamily apartment community in Orlando, Florida for a gross purchase price of $60.3 million. The property was built in 2024 with an average rent per unit of $1,885 at the time of our acquisition. On August 14, 2025, we acquired a 403-unit multifamily apartment community in Orlando, Florida for a gross purchase price of $94.8 million. The property was built in 2019 with an average rent per unit of $1,835 at the time of our acquisition. The acquisition of these two properties increased our exposure in Orlando from 617 units to 1,260 units. We used the $101.0 million of proceeds from sales of our common stock under our forward sale agreements to acquire these communities. On November 13, 2025, we sold one multifamily apartment community in Louisville, Kentucky for a gross sales price of $50.0 million. We used the sale of this property to complete a reverse 1031 exchange with the property acquired on July 31, 2025. We recognized a gain on sale of $17.5 million during the year ended December 31, 2025. Subsequent to year-end, on January 15, 2026, we acquired a 140-unit community in Columbus, Ohio for a gross purchase price of $29.5 million. The acquisition increased our exposure in Columbus from 2,510 units to 2,650 units.
We advanced our value add initiative by completing 2,003 unit renovations in 2025 while achieving returns on investment consistent with those historically achieved by our Value Add Initiative.
VALUE ADD INITIATIVE:	Our Value Add Initiative, comprised of renovations and upgrades at selected communities (18,789 units across 61 properties as of December 31, 2025) to drive increased rental rates, commenced in 2018. Through December 31, 2025, we renovated 11,445 of these units at an average cost per unit of $17,372 and achieved a return on our total renovation costs for these units of 16.1% (and approximately 18.2% on the interior portion of such renovation costs). Please see Appendix A to this Proxy Statement for definitions and explanations as to how we compute "average cost per unit" and measure our returns on renovation costs.

Our new $350 million term loan under our Sixth Restated Credit Agreement satisfies our debt maturities through the end of 2027 and increases our number of unencumbered assets.
DEBT CAPITAL MARKETS ACTIVITY:	We repaid and retired three mortgages in the aggregate amount of $88.2 million in conjunction with property sales and regularly scheduled maturities during 2025. On February 11, 2026, we entered into an amended and restated credit agreement that provides for a new $350 million unsecured term loan that was used to repay our $200 million term loan and fund mortgage maturities set for 2026. The new $350 million term loan matures in February 2030, subject to a one-year extension option. This amended and restated credit agreement strengthened our balance sheet by increasing the capacity under our unsecured credit agreement to $1.5 billion (with the ability to request an increase of up to $2.0 billion) and extending our debt maturity profile.
EQUITY CAPITAL MARKETS ACTIVITY:	In connection with our previously announced public offering of 11.5 million shares of commons stock, we entered into forward sale agreements with Citigroup in September 2024. Through September 30, 2025, we had physically settled an aggregate of 11.2 million shares of common stock at a weighted average price of $19.01 per share, resulting in aggregate net proceeds to us of approximately $212.9 million, which we used to fund acquisitions. During the fourth quarter of 2025, we net cash settled the remaining 0.3 million 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 approximately $0.4 million. As of December 31, 2025, no shares of our common stock remained to be settled under the forward sale agreements. During the first quarter of 2025, we entered into forward sales transactions under our At-the-Market program for the forward sale of approximately 2.7 million shares of our common stock. During the fourth quarter of 2025, we net cash settled all 2.7 million shares 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 approximately $11.3 million. In 2022, our Board authorized a stock repurchase program for the repurchase of up to $250 million of our common stock. The amount and timing of the repurchases of common stock depends 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 has no time limit and may be suspended or discontinued at any time. During the fourth quarter of 2025, we repurchased approximately 1.9 million shares of common stock under the stock repurchase program at an average price of $16.00 per share. The total aggregate cost for the quarter was approximately $30.0 million. As of December 31, 2025, approximately $220.0 million in shares of our common stock remained authorized for repurchase under our stock repurchase program.
Our full year 2025 results were in line with expectations. With supply pressure receding, we expect that stable occupancy and stronger leasing rates in 2026, combined with our continued focus toward managing expenses, will position us to drive growth in same-store results in 2026.

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DIRECTOR NOMINEE HIGHLIGHTS

Name	Age	Tenure (yrs)	Principal Profession	Independent	AC	CC	NGC	FIC	RC
Scott Schaeffer*†	63	15	Chairman of the Board and Chief Executive Officer of IRT
Ned W. Brines	64	4	Chief Investment Strategy at Arnel & Associates	✔	X	C		X
Richard D. Gebert	68	8	Retired Audit Partner from Grant Thornton LLP	✔	C	X
Melinda H. McClure	58	9	Managing Member and Owner of CLB Dallas and Director of Monet Bank	✔	X		C
James J. Sebra+	50	1	President and Chief Financial Officer of IRT
Ana Marie del Rio	71	4	Chief Legal Officer of the Steadfast Companies	✔					C
Deforest B. Soaries, Jr.**	74	15	Chief Executive Officer of Corporate Community Connections, President of DBS Solutions, LLC and Director of Onity Group, Inc.	✔		X
Lisa Washington	58	5	Chief Legal Officer, Corporate Secretary and Senior Vice President of WSFS Financial Corporation	✔			X		X
Craig Macnab	70	2	Independent Board Member of VICI Properties Inc. and American Tower Corporation	✔				X	X

(1)	As of February 3, 2026.

Chairman of Board ** Lead Independent Director † Non-Independent Director C Chair X Member

AC: Audit CommitteeCC: Compensation CommitteeNGC: Nominating and Governance Committee (the “Nominating Committee”)FIC: Finance and Investment Committee (the “Investment Committee”)RC: Risk Committee

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CORPORATE RESPONSIBILITY & SUSTAINABILITY HIGHLIGHTS

Our mission is to provide exceptional living experiences within our multifamily apartment communities for residents and attractive returns for our stockholders. Our five core values: People, Opportunity, Integrity, Service and Excellence, which we refer to as (“POISE”), define the way we run our business every day to achieve our mission:

In 2025, we published our most recent Corporate Sustainability Report, which can be found on our website under the “Investors” tab. We believe that operating multifamily real estate communities can be conducted with a conscious regard for the environment and wider society, while also benefiting our business success and long-term value creation for our residents, associates and investors. Our five core values are integrated into each of the four pillars of our approach to sustainability, which are “GEARed” to help us achieve our mission statement:

Governance —We conduct our business in accordance with the highest standards of ethical conduct and regulatory compliance.

Environmental —We seek to lessen our environmental impact and strengthen our resilience to climate risks. We are committed to sustainable practices at the corporate and community levels.

Associates —We believe that fostering a workplace built on our core values is vital to our associates and our long-term success.

Residents —We are dedicated to pursuing excellence, providing our residents with an exceptional living experience and delivering superior customer service — all in an effort to make residents feel “at home”.

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GOVERNANCE HIGHLIGHTS

7 of 9 Director Nominees are Independent Annual Election of Directors Lead Independent Director Independent Audit, Compensation, Nominating, and Investment Committees Regular Executive Sessions of Independent Directors Risk Oversight by Board and Committees Authority for Board to Retain Outside Advisors Annual Board Self-Assessment Process Ongoing Board Refreshment Process Mandatory Retirement Age for Directors Limitation of Service on other Boards Regular Succession Planning

Commitment to Inclusion Active Stockholder Engagement No Stockholder Rights Plan Internal Disclosure Committee for Financial Reporting Share Ownership Guidelines for Directors and Executive Officers Prohibition against Hedging or Pledging of Company common shares Stockholder Ability to Amend Bylaws Executive Compensation driven by Objective Pay for Performance Philosophy Opted out of the Maryland Unsolicited Takeovers Act (“MUTA”)

ENVIRONMENTAL & SOCIAL COMMITMENTS

We believe that operating multifamily real estate can be conducted with a conscious regard for the environment and wider society while mutually benefiting our residents, investors, associates, and the communities we serve. We seek to adopt policies and enact practices which are sustainable and socially responsible. The following are initiatives we have undertaken which serve to reduce our impact on the environment and increase our contribution to society:

PROTECTING OUR EARTH:

☑ ENERGY BENCHMARKING by using ENERGY STAR Portfolio Manager to monitor and benchmark energy usage in our common and resident spaces in some cities to identify communities that may be candidates for the energy audit program. ☑ REDUCE CONSUMPTION by implementing a paperless leasing program and electric hand dryer program and utilizing programmable thermostats at our leasing offices and by maintaining the majority of our corporate office locations in LEED and Energy Certified buildings. ☑ CONSERVE WATER by upgrading plumbing fixtures, retrofitting communities with low-flow toilets, showerheads, or aerators, identifying increased water usage to alert community managers, identifying leaks, and planting native landscape where possible to reduce watering needs and irrigation. ☑ ENERGY MANAGEMENT through the implementation of LED lighting retrofits at 85% of our communities, the addition of EV charging stations and the replacement of outdated appliances with more energy efficient models. ☑ SUPPORT CARBON REDUCTION through a partnership with One Tree Planted to support reforestation projects in the U.S. Since the inception of the IRTree Project in April 2020, we have successfully planted over 43,000 trees, one for each new move-in, across multiple regions of the United States including Apalachicola and Myakka State Forests in Florida and Texas, respectively.

SUPPORTING OUR COMMUNITIES:

☑ INVESTING IN BROADER SOCIETY by partnering with non-profit and community organizations to support people facing homelessness, underserved youth, and financial literacy. ☑ FIGHT HOMELESSNESS by partnering with Entryway to employ and provide discounted housing to qualified individuals experiencing situational homelessness. ☑ ENCOURAGE ETHICAL CONDUCT by conducting our business in accordance with the highest standards of ethics and compliance. We maintain a Code of Ethics, a Vendor Code of Conduct and a Whistleblower Policy. In addition, we maintain an ethics hotline hosted by an independent, professional reporting service retained by us to assist with receiving reports of compliance concerns and suspected violations, and it is available 24 hours a day, 7 days a week.

STAKEHOLDER ENGAGEMENTS

We are committed to understanding the priorities and perspectives of all of our stakeholders and operating our business in a manner which aligns with their interests. The following initiatives are core components of our corporate social responsibility strategy which we believe support our stakeholders:

CARING FOR OUR ASSOCIATES:	☑ ENHANCE ENGAGEMENT through training, appreciation initiatives and associate committees. ☑ PROMOTE PAY EQUITY through fair, equal and non-discriminatory compensation practices. ☑ EDUCATE ASSOCIATES by providing robust training and financial assistance for certifications and continued education. ☑ SURVEY ASSOCIATES to identify employee needs and implement changes to foster a positive work environment. ☑ SUPPORT ASSOCIATES with comprehensive benefits packages including medical, vision, dental, telemed and 401(k) and paid time off. ☑ REWARD ASSOCIATES with incentive pay and an equity compensation program.
SERVING OUR RESIDENTS:	☑ SURVEY OUR RESIDENTS regularly and tie feedback to compensation for our property management teams. ☑ UPGRADE PROPERTIES with new, desirable amenities to enhance the resident living experience. ☑ ENGAGE WITH OUR RESIDENTS through regularly hosted community events. ☑ MAINTAIN APARTMENT HOMES through robust and systematic preventative maintenance programs and with rapid responses to any service-related issue.
ENGAGING WITH OUR STOCKHOLDERS:	☑ ACTIVE, YEAR-ROUND ENGAGEMENT with our investors to share our perspective on management and solicit their feedback on ongoing Company initiatives and performance. ☑ HOST ON-SITE PROPERTY TOURS to allow investors an up-close view of our core assets. ☑ ACTIVELY PARTICIPATE & REGULARLY PRESENT at industry conferences.

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