Item 2.02 Results of Operations and Financial Condition.

On October 27, 2021, Steadfast Apartment REIT, Inc. (the "Company") issued an earnings release announcing its financial results for the three and nine months ended September 30, 2021. A copy of the earnings release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 2.02, including the related information set forth in the earnings release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.




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Item 8.01 Other Events.
The information reported in Item 2.02 of this Current Report on Form 8-K is
incorporated herein by reference.
Distribution Declaration
On October 26, 2021, the Board of Directors of the Company approved and
authorized a daily distribution to stockholders of record as of the close of
business on each day for the period commencing on November 1, 2021 and ending on
November 30, 2021. The distributions will be equal to $0.001438 per share of the
Company's common stock per day. The distributions for each record date in
November 2021 will be paid in December 2021. The distributions will be payable
to stockholders from legally available funds therefor.
Forward-Looking Statements
The information included in this Current Report on Form 8-K may contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. These forward-looking statements, which
are based on current expectations, estimates and projections about the industry
and markets in which the Company operates and beliefs of and assumptions made by
management, involve uncertainties that could significantly affect the financial
results of Company. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements, which
generally are not historical in nature. Such forward-looking statements include,
but are not limited to certain actions to be taken by Company and Independence
Realty Trust, Inc. ("IRT") in connection with the closing of the proposed merger
of the Company and IRT (the "merger") and anticipated benefits of the merger.
All statements that address financial and operating performance, events or
developments that the Company expects or anticipates will occur or be achieved
in the future are forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although the Company and IRT believe
the expectations reflected in any forward-looking statements are based on
reasonable assumptions, neither the Company nor IRT can give any assurances that
such expectations will be attained. Actual results and the timing of events
could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without
limitation, risks and uncertainties associated with: the Company's and IRT's
ability to complete the merger on the proposed terms or on the anticipated
timeline, or at all, including risks and uncertainties related to securing the
necessary stockholder approvals and lender consents and satisfaction of other
closing conditions to consummate the merger; the occurrence of any event, change
or other circumstance that could give rise to the termination of the merger
agreement; risks related to diverting the attention of the Company and IRT
management from ongoing business operations; failure to realize the expected
benefits of the merger; significant transaction costs and/or unknown or
inestimable liabilities; the risk of stockholder litigation in connection with
the proposed merger, including resulting expense or delay; the risk that the
Company's business will not be integrated successfully or that such integration
may be more difficult, time-consuming or costly than expected; risks related to
future opportunities and plans for the combined company, including the
uncertainty of expected future financial performance and results of the combined
company following completion of the merger; effects relating to the announcement
of the merger or any further announcements or the consummation of the merger on
the market price of IRT common stock; the possibility that, if IRT does not
achieve the perceived benefits of the merger as rapidly or to the extent
anticipated by financial analysts or investors, the market price of IRT common
stock could decline; the value of the Company could decline; stockholder
litigation relating to the merger; general adverse economic and local real
estate conditions; the inability of residents to continue paying their rent
obligations due to bankruptcy, insolvency or a general downturn in their
business; local real estate conditions; adverse changes in financial markets
that result in increases in interest rates and reduced availability and
increased costs of capital; increases in operating costs and real estate taxes;
changes in the dividend policy for IRT common stock or IRT's ability to pay
dividends; changes in the distribution policy for the Company or the Company's
ability to pay distributions; impairment charges; unanticipated changes in IRT's
intention or ability to prepay certain debt prior to maturity; pandemics or
other health crises, such as the coronavirus disease 2019 (COVID-19) and its
variants; and other risks and uncertainties

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affecting the Company and IRT, including those described from time to time under the caption "Risk Factors" and elsewhere in the Company's and IRT's SEC filings and reports, including IRT's Annual Report on Form 10-K for the year ended December 31, 2020 and subsequently filed Quarterly Reports on Form 10-Q, the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and subsequently filed Quarterly Reports on Form 10-Q, and future filings and reports by either company. Moreover, other risks and uncertainties of which the Company and IRT are not currently aware may also affect each of the companies' forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the Company and IRT on their respective websites or otherwise. Neither the Company nor IRT undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made. No Offer or Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.


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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibits    Description

99.1          Earnings Release dated October 27, 2021

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