INDEPENDENCE REALTY TRUST, INC. : Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits (form…

Item 2.02 Results of Operations and Financial Condition.

The information provided in Item 7.01 below is incorporated by reference intothis Item 2.02.

Item 7.01 Regulation FD Disclosure.

The slide presentation attached hereto as Exhibit 99.1, and incorporated hereinby reference, may be used by Independence Realty Trust, Inc. ("IRT") in variouspresentations to investors beginning September 13, 2021.

The information in this Current Report, including Exhibit 99.1, is beingfurnished and shall not be deemed "filed" for purposes of Section 18 of theSecurities Exchange Act of 1934, as amended, or otherwise subject to theliabilities of that Section. The information in this Current Report shall not beincorporated by reference into any registration statement or other documentpursuant to the Securities Act of 1933, as amended.

About Independence Realty Trust, Inc.

Independence Realty Trust, Inc. (NYSE: IRT) is a real estate investment trustthat owns and operates multifamily apartment properties across non-gateway U.S.markets, including Atlanta, Dallas, Louisville, Memphis, Raleigh and Tampa.IRT's investment strategy is focused on gaining scale within key amenity richsubmarkets that offer good school districts, high-quality retail and majoremployment centers. IRT aims to provide stockholders attractive risk-adjustedreturns through diligent portfolio management, strong operational performance,and a consistent return of capital through distributions and capitalappreciation.

Forward-Looking Statements

This communication contains certain forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended. Such forward-lookingstatements can generally be identified by our use of forward-looking terminologysuch as "may," "will," "expect," "intend," "anticipate," "estimate," "believe,""seek," "outlook," "assumption," "projected," "strategy", "guidance" or other,similar words. Because such forward-looking statements involve significantrisks, uncertainties and contingencies, many of which are not within IRT'scontrol, actual results may differ materially from the expectations, intentions,beliefs, plans or predictions of the future expressed or implied by suchstatements. These forward-looking statements are based upon the currentjudgments and expectations of IRT's management. These risks include, but are notlimited to the risk that we may not complete any potential acquisitions, otherinvestment opportunities or other transactions in a timely fashion or at all andthose risks and uncertainties associated with IRT's business that are discussedin IRT's filings with the Securities and Exchange Commission, including thoseunder the heading "Risk Factors" in IRT's Annual Report on Form 10-K for itsfiscal year ended December 31, 2020 and IRT's Quarterly Report on Form 10-Q forthe quarter ended June 30, 2021. Dividends are subject to the discretion ofIRT's Board of Directors, and will depend on IRT's financial condition, resultsof operations, capital requirements, compliance with applicable laws andagreements and any other factors deemed relevant by IRT's Board. IRT undertakesno obligation to update these forward-looking statements to reflect events orcircumstances after the date hereof or to reflect the occurrence ofunanticipated events, except as may be required by law.

Additional Information and Where to Find It

In connection with its announced merger transaction with Steadfast ApartmentREIT, Inc. ("STAR"), on August 17, 2021 IRT filed with the SEC a registrationstatement on Form S-4 (which has not yet been declared effective) to registerthe shares of IRT Common Stock to be issued in connection with the proposedmerger transaction. The registration statement includes a preliminary jointproxy statement of IRT and STAR that also constitutes a prospectus of IRT, whichpreliminary joint proxy statement/prospectus, after being filed in definitiveform by IRT, will be mailed or otherwise disseminated to IRT stockholders andSTAR stockholders when it becomes available. INVESTORS AND SECURITY HOLDERS OFIRT AND STAR ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THERELATED JOINT PROXY STATEMENT/PROSPECTUS AS WELL AS ANY AMENDMENTS ORSUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THESEC IF AND WHEN THEY BECOME AVAILABLE IN CONNECTION WITH THE PROPOSED MERGERBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holderswill be able to obtain free copies of these documents and other documents filedwith the SEC by IRT and/or STAR through the website maintained by the SEC athttp://www.sec.gov. Copies of the documents filed with the SEC by IRT will beavailable free of charge on IRT's internet website at http://www.irtliving.comor by contacting IRT's Investor Relations Department by email at IRT@edelman.comor by phone at +1-917-365-7979. Copies of the documents filed with the SEC bySTAR will be available free of charge on STAR's internet website athttp://www.steadfastliving.com or by contacting STAR's Investor RelationsDepartment by phone at +1-888-223-9951.

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Participants in Solicitation

IRT, STAR, their respective directors and certain of their respective executiveofficers may be considered participants in the solicitation of proxies inconnection with the announced merger transaction. Information about thedirectors and executive officers of IRT is set forth in its Annual Report onForm 10-K for the year ended December 31, 2020, which was filed with the SEC onFebruary 18, 2021, and its proxy statement for its 2021 annual meeting ofstockholders, which was filed with the SEC on March 29, 2021. Information aboutthe directors and executive officers of STAR is set forth in its Annual Reporton Form 10-K for the year ended December 31, 2020, which was filed with the SECon March 12, 2021, and in its proxy statement for its 2021 annual meeting ofstockholders, which was filed with the SEC on June 14, 2021. These documents canbe obtained free of charge from the sources indicated above. Additionalinformation regarding the participants in the proxy solicitations and adescription of their direct and indirect interests, by security holdings orotherwise, is contained in the preliminary joint proxy statement of IRT and STARthat also constitutes a prospectus of IRT and other relevant materials to befiled with the SEC when they become available.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation ofan offer to buy any securities, nor shall there be any sale of securities in anyjurisdiction in which such offer, solicitation or sale would be unlawful priorto registration or qualification under the securities laws of any suchjurisdiction. No offering of securities shall be made except by means of aprospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

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INDEPENDENCE REALTY TRUST, INC. : Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits (form...