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0001466085
0001466085
2026-11-10
2026-11-10
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): November 10, 2026
Independence Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
Independence Realty Trust, Inc. (the “Company”) held a special meeting of stockholders on November 10, 2026 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the proposal described below, which relates to the previously announced Agreement and Plan of Merger, dated as of September 8, 2026, by and among the Company, Independence Realty Operating Partnership, LP, Centerspace, Centerspace, LP, and Islanders OP Sub, LLC, as amended by the Amendment to Agreement and Plan of Merger, dated as of September 22, 2026, by and among the Company, Independence Realty Operating Partnership, LP, Centerspace, Centerspace, LP, Islanders OP Sub, LLC, and Islanders Sub, LLC (as amended, the “Merger Agreement”). As there were sufficient votes to approve Proposal 1, stockholder action on a second proposal, to approve one or more adjournments of the Special Meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of Proposal 1, was not required and the Company did not call the vote on that proposal. The final voting results with respect to the proposal voted upon at the Special Meeting are set forth below. The proposals are described in detail in the definitive joint proxy statement/prospectus for the Special Meeting, filed with the Securities and Exchange Commission on October 7, 2026.
Proposal 1
The Company’s stockholders approved the issuance of shares of Company common stock pursuant to the transactions contemplated by the Merger Agreement.
For | Against | Abstentions | Broker Non-Votes |
| | | |
182,074,892 | 24,519,307 | 185,757 | — |
Item 7.01 Regulation FD Disclosure
On November 10, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
99.1 | Press Release of Independence Realty Trust, Inc. dated November 10, 2026. |
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. |
| | |
November 10, 2026 | By: | /s/ James J. Sebra |
| Name: | James J. Sebra |
| Title: | President and Chief Financial Officer |
Exhibit 99.1
Independence Realty Trust Stockholders and Centerspace Shareholders Approve Merger
PHILADELPHIA, PA and MINNEAPOLIS, MN – (BUSINESS WIRE) – November 10, 2026 – Independence Realty Trust, Inc. (NYSE: IRT) (“IRT”), a multifamily real estate investment trust (“REIT”) included in the S&P MidCap 400 Index, and Centerspace (NYSE: CSR) (“Centerspace”), a multifamily REIT, today announced that, at their respective special meetings held today, IRT stockholders and Centerspace shareholders approved all of the proposals necessary for the closing of the previously announced merger pursuant to which Centerspace will merge with IRT (the “Merger”).
“We greatly appreciate the support of IRT stockholders, who voted overwhelmingly in favor of the merger. Today’s vote is an exciting milestone toward creating a leading multifamily REIT focused on high-growth, non-gateway markets in the Sunbelt, Midwest, and Mountain West regions of the U.S.,” said Scott Schaeffer, Chairman and Chief Executive Officer of IRT. He continued, “We are bringing together portfolios in markets that have historically delivered above-average NOI growth with lower volatility.”
Approximately 88.1% of the votes cast at IRT’s special meeting were voted in favor of the issuance of IRT common stock in connection with the Merger. Approximately 99.6% of the votes cast at Centerspace’s special meeting, representing 80.4% of Centerspace’s outstanding common shares, were voted in favor of the Merger. Final voting results are subject to certification by the companies' respective independent inspectors of election and will be filed by both companies with the SEC in separate Current Reports on Form 8-K.
The completion of the Merger is subject to the satisfaction or waiver of the remaining closing conditions. In addition, IRT has the right, in its sole discretion and by written notice to Centerspace, to defer the closing until the earliest of (i) the tenth business day after, with respect to each designated mortgage loan of Centerspace’s subsidiaries that has not been repaid, refinanced or defeased in accordance with the merger agreement, the applicable lender has granted the required lender consent to the transactions contemplated by the merger agreement or has indicated that it is ready, willing and able to grant that consent subject only to the closing and satisfaction of conditions thereto that by their nature are to be satisfied at the closing and all other conditions to the effectiveness of that consent have been satisfied or waived, and (ii) the tenth business day before June 30, 2027.
Upon the closing, Centerspace shareholders will receive 3.800 shares of IRT common stock for each Centerspace common share owned, and holders of common units in Centerspace’s operating partnership will receive 3.800 common units in IRT’s operating partnership for each unit held, subject to certain adjustments, with cash paid in lieu of fractional shares.
About Independence Realty Trust, Inc.
Independence Realty Trust, Inc. (NYSE: IRT), an S&P MidCap 400 Company, is a REIT that owns and operates multifamily communities across non-gateway U.S. markets. 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’s main investment objective is to provide attractive risk-adjusted returns to shareholders through diligent portfolio management, strong operational performance, and a consistent return on capital through distributions and capital appreciation. More information may be found on IRT’s website, www.irtliving.com.
About Centerspace
Centerspace (NYSE: CSR) is an owner and operator of apartment communities committed to providing great homes by focusing on integrity and serving others. Founded in 1970, as of September 9, 2026, Centerspace owned 47 apartment communities consisting of 10,456 units located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and Utah. Centerspace was named a Top Workplace in 2026 by USA Today and for the seventh consecutive year in 2026 by the Minnesota Star Tribune. For more information, please visit www.centerspacehomes.com.
Forward-Looking Statements
This press release contains certain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, the expected timing of completion of the proposed transaction with Centerspace, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements, including as a result of the factors referenced below. Forward-looking statements are typically identified by the use of terms such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “assumes,” “may,” “projects,” “outlook,” “future,” and variations of those words and similar expressions. Although we believe the expectations reflected in these forward-looking statements are based upon reasonable assumptions, we can give no assurance that IRT’s and Centerspace’s expectations will be achieved. The following factors, among others, could cause our future results to differ materially from those expressed in the forward-looking statements: IRT’s and Centerspace’s ability to complete the transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to satisfaction of the closing conditions to consummate the transaction; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Centerspace and IRT; delays in completing the proposed transaction involving Centerspace and IRT; the ability of Centerspace and IRT to meet expectations regarding the timing, completion and accounting and tax treatment of the transaction; the ability to complete the transaction and integration of Centerspace and IRT successfully; and other factors that may affect the future results of Centerspace and IRT.
Additional factors that could cause results to differ materially from those described above can be found in Centerspace’s Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available on the “Investor Relations” section of Centerspace’s website, www.centerspacehomes.com, under the heading “Investors” and in other documents Centerspace files with the SEC, and in IRT’s Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, each of which is on file with the SEC and available on IRT’s website, www.irtliving.com, under the heading “Investors” and in other documents IRT files with the SEC.
All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Centerspace nor IRT assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Centerspace or IRT updates one or more forward-looking statements, no inference should be drawn that Centerspace or IRT will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Independence Realty Trust, Inc. Contact
Stephanie Krewson-Kelly
267.270.4815
SKrewson@IRTLiving.com
Source: Independence Realty Trust, Inc.
