Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________

FORM 8-K

_____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 3, 2024

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Independence Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

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Maryland	001-36041	26-4567130
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1835 Market Street, Suite 2601

Philadelphia, Pennsylvania, 19103

(Address of Principal Executive Office) (Zip Code)

(267) 270-4800

(Registrant’s telephone number, including area code)

N/A

Former name or former address, if changed since last report

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

IRT

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2024, the Board of Directors of Independence Realty Trust, Inc. (the “Company”) appointed James J. Sebra, its Chief Financial Officer, to the additional position of President of the Company. Scott F. Schaeffer, who previously held the positions of Chairman of the Board of Directors, President and Chief Executive Officer of the Company, will continue as Chairman of the Board of Directors and Chief Executive Officer of the Company.

Biographical information for Mr. Sebra is set forth in the Company’s 2024 definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 21, 2024, and such biographical information is incorporated herein by reference. No family relationship exists between Mr. Sebra and any of the Company’s directors or executive officers. There are no arrangements or understandings between Mr. Sebra and any other person pursuant to which Mr. Sebra was selected as an officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Sebra had or will have a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

On September 3, 2024, the Company issued a press release announcing the executive changes. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events.

On July 28, 2023, the Company entered into its previously disclosed equity distribution agreement pursuant to which the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $450,000,000 (the “ATM Program”) in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Under the ATM Program, the Company may also enter into one or more forward sale transactions for the sale of shares of its common stock on a forward basis. During August 2024, the Company entered into forward sale transactions under the ATM Program for the forward sale of an aggregate of 1,500,000 shares of its common stock. The forward sale transactions have not settled as of the date of this Current Report on Form 8-K. Subject to the Company’s right to elect net share settlement, the Company expects to physically settle the forward sale transactions by their maturity dates of September 30, 2025 for gross proceeds of approximately $29,600,000.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


99.1						Press Release
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Independence Realty Trust, Inc.

September 3, 2024	By:	/s/ James J. Sebra
	Name:	James J. Sebra
	Title:	President and Chief Financial Officer

Exhibit 99.1

Independence Realty Trust Promotes Jim Sebra to President

PHILADELPHIA--(BUSINESS WIRE) — September 3, 2024. Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”) announced today that Jim Sebra, the Company’s Chief Financial Officer has been appointed to President and Chief Financial Officer. Mr. Sebra will retain his current responsibilities for overseeing the finance, accounting, tax, IT and investor relations functions, and will now also oversee the Company’s operational functions.

“These changes are part of good corporate governance and recognize Jim’s contribution to IRT’s success,” said Scott Schaeffer, IRT’s Chairman and CEO.

About Independence Realty Trust, Inc.

Independence Realty Trust, Inc. (NYSE: IRT) is a real estate investment trust that owns and operates multifamily communities, across non-gateway U.S. markets including Atlanta, GA, Dallas, TX, Denver, CO, Columbus, OH, Indianapolis, IN, Raleigh-Durham, NC, Oklahoma City, OK, Nashville, TN, Houston, TX, and Tampa, FL. IRT’s investment strategy is focused on gaining scale near major employment centers within key amenity rich submarkets that offer good school districts and high-quality retail. IRT aims to provide stockholders attractive risk-adjusted returns through diligent portfolio management, strong operational performance, and a consistent return on capital through distributions and capital appreciation. More information may be found on the Company’s website www.irtliving.com.

Independence Realty Trust, Inc.

Edelman Smithfield

Lauren Torres

917-365-7979

IRT@edelman.com

Cover	Sep. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 03, 2024
Entity Registrant Name	Independence Realty Trust, Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36041
Entity Tax Identification Number	26-4567130
Entity Address, Address Line One	1835 Market Street
Entity Address, Address Line Two	Suite 2601
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	267
Local Phone Number	270-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	IRT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001466085