Independence Realty Trust (IRT) CEO reports stock awards and tax-related share forfeiture

Rhea-AI Filing Summary

Independence Realty Trust, Inc. (IRT) director and Chair & CEO Scott Schaeffer reported multiple equity transactions on 02/03/2026. He acquired 147,365 shares of common stock at $0, tied to performance share units whose outcomes were certified that day, and another 44,221 shares at $0.

A separate transaction shows the forfeiture of 28,994 shares of common stock at $16.26 per share, undertaken solely to satisfy tax withholding related to vested stock. After these transactions, Schaeffer directly owned 1,015,743 shares of IRT common stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCHAEFFER SCOTT

(Last) (First) (Middle)

1835 MARKET STREET

SUITE 2601

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INDEPENDENCE REALTY TRUST, INC. [ IRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair Board and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		A		147,365(1)	A	$0	1,000,516	D
Common Stock	02/03/2026		F		28,994(2)	D	$16.26	971,522	D
Common Stock	02/03/2026		A		44,221	A	$0	1,015,743	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired relate to performance share units for which performance outcomes were certified on 2/3/26. These shares vest 50% on 2/3/26 and 50% on 1/1/27.

2. This forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of stock held by the reporting person.

	/s/ James J. Sebra, attorney-in-fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did IRT’s CEO report on February 3, 2026?

Scott Schaeffer, IRT’s Chair and CEO, reported acquiring performance-based common stock and forfeiting shares for taxes on February 3, 2026. Two grants totaled over 190,000 shares at no cost, while 28,994 shares were forfeited at $16.26 to cover withholding obligations.

How many Independence Realty Trust (IRT) shares does Scott Schaeffer own after this Form 4?

After the reported transactions, Scott Schaeffer beneficially owned 1,015,743 shares of Independence Realty Trust common stock directly. This figure reflects the combination of performance share unit-related grants and the share forfeiture to cover associated tax withholding obligations on vested stock-based awards.

What was the nature of the zero-cost IRT stock acquisitions reported by Scott Schaeffer?

The zero-cost acquisitions involved 147,365 and 44,221 IRT common shares issued in connection with performance share units. Performance outcomes were certified on February 3, 2026, and the underlying shares vest 50% on February 3, 2026, and 50% on January 1, 2027, per the footnote disclosure.

Why did Scott Schaeffer forfeit 28,994 shares of IRT common stock?

He forfeited 28,994 IRT common shares solely to satisfy tax withholding obligations related to vested stock. The forfeiture price was $16.26 per share. This is a standard mechanism where part of an equity award is withheld instead of paying cash for applicable taxes.

Does the Form 4 indicate any derivative securities for IRT held by Scott Schaeffer?

The Form 4 table for derivative securities shows no entries for options, warrants, or other derivatives. All reported transactions relate to non-derivative IRT common stock, including shares issued from performance share units and shares forfeited to satisfy tax withholding obligations.

What roles does Scott Schaeffer hold at Independence Realty Trust (IRT)?

Scott Schaeffer is identified as both a director and an officer of Independence Realty Trust. His specific officer title is Chair of the Board and Chief Executive Officer, underscoring his dual leadership and governance responsibilities at the real estate investment trust.