INDEPENDENCE REALTY TRUST, INC. (IRT) SEC Filings

Independence Realty Trust, Inc. (IRT) proposes a merger with Centerspace through two linked mergers. At the Company Merger Effective Time, each eligible Centerspace common share would convert into the right to receive 3.800 IRT common shares, with cash paid in lieu of fractional shares. The exchange ratio will not change with market-price movements, although the merger agreement provides adjustments for specified stock changes and REIT dividends.

Completion requires IRT stockholder approval of the share issuance, Centerspace shareholder approval of the merger and satisfaction or waiver of other conditions. The companies expect to complete the mergers as early as the end of the fourth quarter of 2026. The proposed combined company would own 163 apartment communities with over 44,000 units across 17 states. Centerspace operating-partnership common units would convert at the same ratio, rounded up to whole units per holder; its Series D and Series E preferred units would convert to IRT operating-partnership preferred units. Royal Bank of Canada committed to provide IRT's operating partnership a senior unsecured term loan of up to $716,000,000, subject to customary conditions, to finance part of the transactions, including refinancing Centerspace indebtedness.

Independence Realty Trust, Inc. (IRT) amended its merger agreement with Centerspace to adopt the “Alternative Structure” solely for the Company Merger. The amended terms provide that Centerspace will merge into IRT Merger Sub, which will survive as IRT’s wholly owned subsidiary. The Partnership Merger remains structured for IRT OP Merger Sub to merge into Centerspace, LP, which will survive as a subsidiary of IRT OP. The proposed transaction will be submitted to CSR shareholders and IRT stockholders for consideration.

Independence Realty Trust, Inc. (IRT) amended its merger agreement with Centerspace on September 22, 2026, electing an alternative structure solely for the proposed Company Merger. Centerspace would merge into IRT Merger Sub, which would survive as IRT’s wholly owned subsidiary, rather than IRT Merger Sub merging into Centerspace.

The separate Partnership Merger remains structured for IRT OP Merger Sub to merge into Centerspace, LP, which would survive as a subsidiary of IRT OP. The amendment also waives specified parties’ representations for inaccuracies caused solely by the alternative Company Merger structure. The proposed transaction will be submitted to IRT’s stockholders and Centerspace’s shareholders for consideration.

Independence Realty Trust, Inc. (IRT) amended its earlier report solely to correct a cross-reference in the EDGARized version of its merger agreement with Centerspace. The reference to “Section 8.01(g)” in Section 8.03(a)(iii) is corrected to “Section 8.01(h)”; the earlier exhibit should be disregarded, and the corrected agreement is attached.

The proposed transaction will be submitted to IRT stockholders and Centerspace shareholders for consideration. IRT states it will file a Form S-4 registration statement that includes a joint proxy statement and prospectus.

Independence Realty Trust, Inc. (IRT) amended its prior report to correct a typographical error in the EDGARized version of the Agreement and Plan of Merger with Centerspace, dated September 8, 2026. The corrected agreement is attached as Exhibit 2.1, and the earlier version should be disregarded.

The proposed transaction is to be submitted to IRT stockholders and Centerspace shareholders for consideration. IRT says it will file a Form S-4 registration statement containing a joint proxy statement and prospectus, along with other transaction documents.

Independence Realty Trust, Inc. (IRT) entered into a definitive all-stock merger agreement to combine with Centerspace (CSR), creating a larger middle‑market multifamily REIT. Each share of CSR common stock will be converted into 3.800 shares of IRT common stock, with cash paid in lieu of fractional shares, and a parallel exchange applies to CSR operating partnership units.

The combined company is expected to have a pro forma equity market capitalization of about $5.0 billion, an enterprise value of about $8.1 billion, and a portfolio of more than 44,000 apartment units across 163 communities in 17 states, with pro forma NOI weighted 58% Sunbelt, 27% Midwest and 15% Mountain West. IRT will issue approximately 67.6 million shares and common units; IRT stockholders are expected to own roughly 78% and CSR holders about 22% of the combined equity (excluding preferred units). The transaction is targeted to close as early as the fourth quarter of 2026, subject to shareholder approvals, lender consents, regulatory effectiveness of a Form S‑4, and other customary conditions.

IRT expects the merger to be about 5% accretive to 2027 Core FFO per share on a leverage‑neutral basis, supported by an estimated $24 million of annualized synergies and a pro forma G&A load ratio of 0.37%. To help finance the deal and CSR debt actions, IRT OP secured a commitment for a $716 million senior unsecured term loan maturing 364 days after closing, with two six‑month extension options. Dividend policies are constrained by the merger agreement: IRT may continue regular quarterly dividends up to $0.18 per share, CSR up to $0.77 per share per quarter plus a prorated stub dividend of $0.09 in the closing quarter, with coordinated record dates and potential REIT‑driven special dividends that would adjust the exchange ratio.

INDEPENDENCE REALTY TRUST, INC. (IRT) insider Richard D. Gebert, a director, reported a sale of common stock. On 2026-09-01, he sold 500 shares at $16.16 per share in an open-market or private transaction. After this sale, he directly holds 41,569 shares of IRT common stock. The sale was made pursuant to a pre-arranged Rule 10b5-1(c) trading plan adopted on 12-03-2025.

Independence Realty Trust, Inc. is reported to have 5,127,246 shares of its common stock beneficially owned by Long Pond Capital, LP, Long Pond Capital GP, LLC and John Khoury, representing 2.18% of the outstanding class. These shares are held with shared voting and shared dispositive power, with no sole voting or dispositive power reported. Certain funds managed by Long Pond Capital, LP have the right to receive dividends and sale proceeds related to these shares. The reporting persons indicate that they now hold 5 percent or less of this class of securities.

Independence Realty Trust, Inc. reported modest top-line growth for the three and six months ended June 30, 2026, while profitability declined. Total revenue was $167,241 thousand for the quarter, up from $162,188 thousand a year earlier, almost entirely from rental and other property revenue of $167,126 thousand. Net income was $3,418 thousand versus $8,172 thousand, with net income allocable to common shares of $3,391 thousand, or $0.01 per basic and diluted share, compared with $0.03.

The company owned 116 properties with 33,898 units across U.S. non-gateway markets, showing consolidated period-end occupancy of 94.9% and average effective monthly rent of $1,593. Same-store net operating income was $98,433 thousand, and total reportable segment NOI rose to $103,751 thousand. Investments in real estate, net, were $5,769,104 thousand, funded in part by total consolidated debt of $2,443,383 thousand and an upsized $1.5 billion unsecured credit facility, including a new 2030 term loan. Cash flow provided by operating activities was $136,235 thousand for the six-month period.

The board increased the quarterly common dividend to $0.18 per share, a 5.9% rise from $0.17, and the company repurchased and retired 1,839,460 shares for $29,937 thousand, leaving $190,087 thousand authorized under its buyback program. The Value Add Program has renovated 12,471 of 18,592 targeted units since 2018, generating a 15.9% return on investment.