Independence Realty Trust (IRT) CAO reports tax-withholding stock disposition on Form 4

Rhea-AI Filing Summary

Independence Realty Trust, Inc. Chief Accounting Officer Jason R. Delozier reported a Form 4 transaction involving a tax-related share disposition. On this Form 4, 1,393 shares of common stock were forfeited at a price of $16.57 per share to satisfy a tax withholding liability tied to the vesting of stock. Following this tax-withholding disposition, Delozier directly owned 55,981 shares of Independence Realty Trust 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^*

Delozier Jason R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F(1)		1,393	D	$16.57	55,981	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. 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	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did IRT Chief Accounting Officer Jason R. Delozier report on this Form 4?

Jason R. Delozier reported a tax-related share disposition on this Form 4. He forfeited 1,393 shares of Independence Realty Trust common stock to cover tax withholding tied to vesting stock awards, rather than executing an open market sale.

How many IRT shares did Jason R. Delozier dispose of for tax withholding purposes?

He disposed of 1,393 shares of Independence Realty Trust common stock. The filing states this forfeiture was undertaken solely to satisfy a tax withholding liability related to the vesting of stock held by the reporting person, not as a discretionary market transaction.

At what price per share were Jason R. Delozier’s IRT shares valued in this Form 4 transaction?

The 1,393 common shares were valued at $16.57 per share in the reported transaction. This price is used in the Form 4 entry documenting the tax-withholding disposition connected to the vesting of stock awards held by the reporting person.

How many IRT shares does Jason R. Delozier own directly after this reported transaction?

After the reported tax-withholding disposition, Jason R. Delozier directly owned 55,981 shares of Independence Realty Trust common stock. This post-transaction share balance is listed in the Form 4 as the total shares beneficially owned following the event.

Was Jason R. Delozier’s IRT Form 4 transaction an open market sale of stock?

No, the transaction was not an open market sale. The Form 4 and footnote explain that 1,393 shares were forfeited solely to satisfy a tax withholding liability arising from the vesting of stock already held by the reporting person.

What role does Jason R. Delozier hold at Independence Realty Trust (IRT)?

Jason R. Delozier serves as Chief Accounting Officer at Independence Realty Trust, Inc. This officer title is disclosed in the Form 4, which identifies him as the reporting person for the tax-related share forfeiture transaction in the company’s common stock.