Independence Realty in all-stock Centerspace deal

IRT plans an all-stock merger with Centerspace, issuing about 67.6 million new shares to form an $8.1 billion multifamily REIT platform.

Rhea-AI Filing Summary

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.

Positive

• All-stock merger creates ~$8.1 billion enterprise with ~$5.0 billion equity market cap and more than 44,000 units, enhancing scale and index presence.
• Management projects the deal to be ~5% accretive to 2027 Core FFO per share on a leverage-neutral basis, driven by an estimated $24 million of annualized synergies.
• Pro forma portfolio shows 58% of NOI from Sunbelt, 27% from Midwest and 15% from Mountain West, with about 80% of NOI from markets with top-quartile projected population growth.
• The combined company expects a lower cost structure with a pro forma G&A load of 0.37%, a 24% and 57% reduction versus stand‑alone IRT and Centerspace, respectively.

Negative

• IRT will issue approximately 67.6 million new shares and units, leaving legacy IRT holders with about 78% of the combined equity and introducing dilution from an expanded share base.
• IRT OP plans to use a new $716 million unsecured term loan with an initial 364‑day maturity, creating near‑term refinancing and execution risk around extensions or replacement financing.
• Integration and execution risks are highlighted, including the need to realize $24 million in projected synergies and to integrate 163 communities across 17 states within roughly 12 months post‑closing.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Exchange Ratio: 3.800 shares of IRT Common Stock per share of CSR Common Stock Equity consideration issued: Approximately 67.6 million IRT shares and common partnership units Pro forma equity market capitalization: $5.0 billion +5 more

8 metrics

Exchange Ratio 3.800 shares of IRT Common Stock per share of CSR Common Stock Conversion rate at the Company Merger Effective Time

Equity consideration issued Approximately 67.6 million IRT shares and common partnership units Aggregate issuance to CSR shareholders and OP unitholders

Pro forma equity market capitalization $5.0 billion Combined company after completion of the transaction

Pro forma enterprise value $8.1 billion Combined IRT–Centerspace enterprise value

Term Loan commitment $716 million Senior unsecured term loan to finance portions of the transaction and CSR debt actions

Expected Core FFO accretion Approximately 5% Projected uplift to IRT’s 2027 Core FFO per share on a leverage‑neutral basis

Annualized synergy estimate $24 million Expected annual run‑rate synergies upon full integration

Pro forma G&A load 0.37% G&A load as a percentage of assets, 24% below IRT and 57% below Centerspace stand‑alone

Key Terms

Exchange Ratio, Pro Rata Dividend Amount, REIT Dividend, Core FFO, +2 more

6 terms

Exchange Ratio financial

"The Exchange Ratio will not change as a result of any change in the market price"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Pro Rata Dividend Amount financial

"The Pro Rata Dividend Amount equals $0.09 divided by the number of calendar days"

REIT Dividend financial

"a dividend or other distribution in addition to the regular quarterly dividends in order to continue to qualify as a REIT"

Core FFO financial

"estimated uplift of approximately 5% to 2027 Core FFO per share"

Core FFO (Core Funds From Operations) is a real estate industry measure of a property owner's recurring cash earnings calculated by starting with net income and removing non-cash accounting items and one-time gains or losses so the number reflects ongoing operating performance. Investors use it like a trimmed-down paycheck: it helps compare cash-generating ability across periods and companies by focusing on the stable, repeatable income rather than temporary or accounting-driven swings.

Adjusted EBITDA financial

"Adjusted EBITDA is EBITDA before certain other non-cash or non-operating gains or losses"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Net Operating Income financial

"Net Operating Income (“NOI”) We believe that NOI, a non-GAAP financial measure, is a useful measure"

Net operating income is the profit a business makes from its core operations after subtracting the costs directly related to running those operations, but before accounting for taxes, interest, or other expenses. It shows how efficiently a company is generating income from its main activities. Investors use this figure to assess the company's operational performance and profitability.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of the Independence Realty Trust (IRT) merger with Centerspace (CSR)?

Under the agreement, each share of CSR Common Stock will convert into 3.800 shares of IRT Common Stock, with cash for fractional shares. CSR operating partnership units will receive 3.800 IRT OP common units each, and IRT will assume CSR preferred units.

How large will the combined IRT-CSR company be after the merger closes?

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.

How will ownership be split between existing IRT stockholders and CSR shareholders?

Upon closing, IRT stockholders are expected to own approximately 78% of the combined company’s equity and CSR shareholders about 22%, on a fully diluted basis and excluding preferred units. IRT expects to issue about 67.6 million shares and common units.

What financial impact does IRT expect from the CSR merger on Core FFO?

IRT expects the transaction to be approximately 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 of 0.37% of assets.

How is IRT financing the Centerspace transaction and related CSR debt actions?

IRT OP entered a Debt Commitment Letter with Royal Bank of Canada for a $716 million senior unsecured term loan. The loan matures 364 days after closing and includes two six‑month extension options, subject to fees and customary conditions. IRT will guarantee the obligations.

What happens to dividends for IRT (IRT) and Centerspace (CSR) around the merger closing?

IRT may continue regular quarterly dividends up to $0.18 per share. CSR may pay regular quarterly dividends up to $0.77 per share and, in the closing quarter, a one‑time stub cash dividend up to $0.09 per share, prorated by days before closing.

When is the IRT-Centerspace merger expected to close and what approvals are needed?

Closing is currently expected as early as the fourth quarter of 2026, subject to approvals from IRT stockholders and CSR shareholders, NYSE listing of new IRT shares, effectiveness of a Form S‑4, lender consents, tax opinions, and other customary conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 06:48 AM Accepted by SEC EDGAR 09/09/2026 - 06:48 AM Learn about SEC filing dates

false 0001466085 0001466085 2026-09-08 2026-09-08

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 8, 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)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 1.01. Entry into a Material Definitive Agreement

Agreement and Plan of Merger

On September 8, 2026, Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IRT OP”), and Islanders OP Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of IRT OP (“IRT OP Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Centerspace, a North Dakota real estate investment trust (“CSR”), and Centerspace, LP, a North Dakota limited partnership and a subsidiary of CSR (“CSR OP”). Pursuant to the Merger Agreement, following the date of the Merger Agreement and prior to the date the definitive Form S-4 and Joint Proxy Statement are filed with the Securities and Exchange Commission (the “SEC”), IRT will form a Delaware limited liability company (“IRT Merger Sub”) as a wholly owned subsidiary of IRT, and IRT Merger Sub will be added to the Merger Agreement as a party by joinder.

The Merger Agreement provides that, among other things and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, (1) IRT Merger Sub will be merged with and into CSR (the “Company Merger”), with CSR surviving the Company Merger as a North Dakota real estate investment trust (the “Surviving Company”), and (2) immediately following the effective time of the Company Merger (the “Company Merger Effective Time”), IRT OP Merger Sub will be merged with and into CSR OP (the “Partnership Merger” and, together with the Company Merger, the “Transactions”), whereupon the separate existence of IRT OP Merger Sub will cease and CSR OP will be the surviving entity.

Subject to certain conditions, and prior to the date the definitive Form S-4 and Joint Proxy Statement are filed with the SEC, IRT has the authority, in its sole discretion, to modify (a) the structure of the Company Merger, so that CSR shall merge with and into IRT Merger Sub, with IRT Merger Sub surviving, and/or (b) the structure of the Partnership Merger, so that CSR OP shall merge with and into IRT OP. Any such modification is subject to conditions that it (i) does not change in nature or kind or reduce the consideration to be paid to the shareholders of CSR, (ii) does not adversely affect (A) the tax treatment to the shareholders of CSR as a result of the Transactions or payment or receipt of the Merger Consideration (as defined in the Merger Agreement), (B) the qualification and taxation of CSR as a real estate investment trust (“REIT”) for federal income tax purposes for any period prior to the closing of the Transactions (the “Closing”), or (C) the economic treatment of the holders of units of limited partnership interest in CSR OP (“CSR OP Units”) in connection with the Transactions, (iii) does not require the approval of the shareholders of IRT to be consummated, (iv) after giving effect to the following sentence, will not, and will not reasonably be expected to, jeopardize, impede or delay the consummation of the transactions contemplated by the Merger Agreement, and (v) would not otherwise reasonably be expected to adversely affect CSR or its shareholders in any material respect. No representation of CSR or CSR OP made in the Merger Agreement will be deemed untrue or incorrect as a result of the impact of the Alternative Structure.

At the Company Merger Effective Time, each share of beneficial interest, no par value, of CSR (“CSR Common Stock”) issued and outstanding immediately prior to the Company Merger Effective Time (other than certain shares set forth in the Merger Agreement) will be converted automatically into the right to receive 3.800 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of IRT (“IRT Common Stock”), with cash paid in lieu of fractional shares. The Exchange Ratio will not change as a result of any change in the market price of IRT Common Stock before consummation of the Transactions.

The Merger Agreement provides that, until the earlier of the termination of the Merger Agreement and the Company Merger Effective Time, CSR may not declare or pay any dividend or other distribution to its shareholders, and CSR OP may not declare or pay any dividend or other distribution to its partners, in each case without the prior written consent of IRT, except that CSR may declare and pay regular quarterly cash dividends or distributions at a rate not in excess of $0.77 per share of CSR Common Stock, per calendar quarter (except for the calendar quarter in which the Closing occurs). Similarly, IRT may not declare or pay any dividend or other distribution to its stockholders, and IRT OP may not declare or pay any dividend or other distribution to its partners, in each case without the prior written consent of CSR, except that IRT may declare and pay regular quarterly cash dividends or distributions at a rate not in excess of $0.18 per share of IRT Common Stock, per calendar quarter. For any calendar quarter in which the Closing will occur, IRT may not make, declare or set aside any dividend or other distribution to its stockholders with a record date prior to the date that is at least one business day following the Closing, and IRT OP may not make, declare or set aside any dividend or other distribution to its partners with a record date prior to the date that is at least one business day following the Closing, in each case without the prior written consent of CSR in its sole discretion.

For any calendar quarter in which the Closing will occur, CSR may declare and pay a one-time cash dividend on CSR Common Stock up to an amount per share equal to the Pro Rata Dividend Amount (as defined below), to be paid to holders of record as of the close of business on the business day immediately preceding the Closing and payable on the date of the Closing immediately prior to the Company Merger Effective Time. The Pro Rata Dividend Amount (the “Pro Rata Dividend Amount”) equals $0.09 divided by the number of calendar days in the calendar quarter in which the Closing occurs, multiplied by the number of calendar days elapsed from and including the first day of the calendar quarter in which the Closing occurs until (but not including) the date of the Closing.

IRT and CSR will each coordinate their record and payment dates for their regular quarterly dividends to ensure that the holders of CSR Common Stock do not receive more than one dividend, or fail to receive one dividend, in any calendar quarter with respect to their shares of CSR Common Stock and the shares of IRT Common Stock that such holders receive in exchange therefor in the Company Merger.

The Merger Agreement also provides that, in the event CSR or IRT determines in good faith that it is required to make a dividend or other distribution in addition to the regular quarterly dividends in order to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and/or to avoid the incurrence of income or excise tax (a “REIT Dividend”), either party may do so subject to certain conditions, including a 15-day prior notice requirement to the other party. Any REIT Dividend must be payable only in cash. If IRT declares a REIT Dividend with a record date on or prior to the Closing, the Exchange Ratio will be increased by an amount equal to the product of (x) the then-applicable Exchange Ratio prior to the adjustment multiplied by (y) the quotient obtained by dividing (A) the amount of such REIT Dividend per share of IRT Common Stock by (B) the excess of $16.09 over such REIT Dividend per share of IRT Common Stock. If CSR declares a REIT Dividend with a record date on or prior to the Closing, the Exchange Ratio will be reduced by an amount equal to the quotient obtained by dividing the amount of such REIT Dividend per share of CSR Common Stock by $16.09.

At the Company Merger Effective Time, each outstanding unvested restricted stock unit under a Company Equity Incentive Plan (as defined in the Merger Agreement) that is not subject to any performance-based vesting condition (a “CSR RSU”), and that is held by a non-employee trustee of CSR (each, a “CSR Trustee RSU”) or an employee of CSR who will terminate employment immediately following the Closing (a “Terminating Employee”) will automatically become fully vested and be canceled and converted into (1) a number of shares of IRT Common Stock equal to the product (rounded to the nearest whole number) of (a) the number of shares of CSR Common Stock subject to such CSR RSU immediately prior to the Company Merger Effective Time multiplied by (b) the Exchange Ratio, and (2) an amount in cash equal to the value of all dividend equivalents accrued but unpaid as of the Company Merger Effective Time with respect to such CSR RSU (without interest), in each case less any applicable withholding taxes.

At the Company Merger Effective Time, each CSR RSU that is not a CSR Trustee RSU or a CSR RSU held by a Terminating Employee, will automatically cease to represent a restricted stock unit denominated in shares of CSR Common Stock and will be converted into (or canceled and replaced by) a restricted stock unit denominated in shares of IRT Common Stock (an “IRT Stock-Based RSU”). The number of shares of IRT Common Stock subject to each such IRT Stock-Based RSU will be equal to the product (rounded to the nearest whole number) of (1) the number of shares of CSR Common Stock subject to such CSR RSU immediately prior to the Company Merger Effective Time multiplied by (2) the Exchange Ratio. Except as specifically provided in the Merger Agreement, following the Company Merger Effective Time, each IRT Stock-Based RSU will continue to be governed by the same terms and conditions as were applicable to the corresponding CSR RSU immediately prior to the Company Merger Effective Time, including service-based vesting terms and related protections such that, in the event the holder of such IRT Stock-Based RSU experiences a severance-qualifying termination of employment (a “Qualifying Termination”), such IRT Stock-Based RSU shall be settled (and the dividend equivalents accrued but unpaid thereon shall be paid in cash) as soon as practicable, but in no event later than thirty (30) days, following such Qualifying Termination, or such later time as required to comply with Section 409A of the Code.

At the Company Merger Effective Time, each outstanding and unvested restricted stock unit under a Company Equity Incentive Plan that is subject to any performance-based vesting condition (a “CSR PSU”) will automatically become fully vested and be canceled and converted into (1) a number of shares of IRT Common Stock equal to the product (rounded to the nearest whole number) of (a) the number of shares of CSR Common Stock subject to such CSR PSU immediately prior to the Company Merger Effective Time, based on the target level of performance, multiplied by (b) the Exchange Ratio, and (2) an amount in cash equal to the value of all dividend equivalents accrued but unpaid as of the Company Merger Effective Time with respect to such CSR PSU (without interest), in each case less any applicable withholding taxes.

At the Company Merger Effective Time, each outstanding option to purchase shares of CSR Common Stock granted under a Company Equity Incentive Plan (a “CSR Stock Option”), whether vested or unvested, will automatically cease to represent an option to purchase shares of CSR Common Stock and will be converted into (or canceled and replaced by) an option to purchase a number of shares of IRT Common Stock (an “IRT Stock Option”) (1) equal to the product (rounded to the nearest whole number) of (a) the number of shares of CSR Common Stock subject to the corresponding CSR Stock Option immediately prior to the Company Merger Effective Time multiplied by (b) the Exchange Ratio, and (2) at a per share exercise price (rounded to the nearest whole cent) equal to the quotient of (i) the exercise price per share of CSR Common Stock of the corresponding CSR Stock Option immediately prior to the Company Merger Effective Time divided by (ii) the Exchange Ratio, subject to certain conditions. Except as specifically provided in the Merger Agreement, following the Company Merger Effective Time, each IRT Stock Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding CSR Stock Option immediately prior to the Company Merger Effective Time; provided that such IRT Stock Options will be eligible to vest in full and become exercisable in the event the holder of such IRT Stock Option experiences a Qualifying Termination within twelve (12) months of the Closing.

At the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), each unit of limited partnership interest of CSR OP designated as a “Partnership Unit” issued and outstanding immediately prior to the Partnership Merger Effective Time will be automatically converted into the right to receive a number of common units (each, an “IROP Common Unit”) of limited partnership of IRT OP equal to the Exchange Ratio; provided that any fractional IROP Common Units otherwise issuable to a holder will be aggregated, and any fraction of an IROP Common Unit resulting after such aggregation will be rounded up to the nearest whole IROP Common Unit. The IROP Common Units to be received pursuant to the preceding sentence generally will have the same rights as the currently issued and outstanding IROP Common Units, including as to distributions. Holders of IROP Common Units generally have the right to tender their IROP Common Units, in whole or in part, to IRT OP for redemption for a cash amount based on the then market price of an equivalent number of shares of IRT Common Stock, and IRT may thereupon elect, at its option, to satisfy the redemption by issuing one share of IRT Common Stock for each IROP Common Unit tendered for redemption.

At the Partnership Merger Effective Time, (1) each limited partnership interest in CSR OP designated as a “Series D Preferred Unit” (each, a “CSR OP Series D Preferred Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time will be automatically converted into one (1) newly issued preferred unit of IRT OP designated as “Series A Preferred Unit” (an “IRT OP Series A Preferred Unit”), which may be exchanged at the option of its holder into a number of IROP Common Units equal to 1.37931 multiplied by the Exchange Ratio, subject to certain terms and conditions, and (2) each limited partnership interest in CSR OP designated as a “Series E Preferred Unit” (each, a “CSR OP Series E Preferred Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time will be automatically converted into one (1) newly issued preferred unit of IRT OP designated as “Series B Preferred Unit” (an “IRT OP Series B Preferred Unit”), which may be exchanged at the option of its holder into a number of IROP Common Units equal to 1.20482 multiplied by the Exchange Ratio, subject to certain terms and conditions.

The board of directors of IRT and board of trustees of CSR have unanimously approved the Merger Agreement. IRT’s board of directors has unanimously resolved to recommend that the stockholders of IRT approve the issuance of IRT Common Stock in connection with the Transactions, by a majority of the votes cast by holders of IRT Common Stock, and CSR’s board of trustees has unanimously resolved to recommend that the shareholders of CSR approve the Company Merger, by a majority of the outstanding shares of CSR Common Stock entitled to vote on the matter.

The Company Merger is intended to qualify as a reorganization under Section 368 of the Code for U.S. federal income tax purposes, and the Partnership Merger is intended to be treated as an “assets-over” merger under Treasury Regulations Section 1.708-1(c)(3)(i), with IRT OP as the continuing partnership under Treasury Regulations Section 1.708-1(c)(1).

The completion of the Transactions is subject to satisfaction or waiver of certain conditions, including (1) the receipt of required approvals from IRT’s common stockholders and from CSR’s common shareholders, (2) the authorization for listing of the shares of IRT Common Stock to be issued in the Transactions or reserved for issuance in connection therewith on the New York Stock Exchange, (3) the effectiveness of the registration statement on Form S-4 to be filed by IRT pursuant to which shares of IRT Common Stock to be issued in connection with the Transactions are registered with the SEC, (4) the absence of any order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions or any law that makes the consummation of the Transactions illegal, (5) the accuracy of each party’s representations and warranties, subject in most cases to materiality or material adverse effect qualifications, (6) material compliance with each party’s covenants in all material respects, (7) the receipt by each of IRT and CSR of an opinion as to the other party’s qualification as a REIT under the Code, (8) the receipt by CSR of an opinion to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (9) the absence of any material adverse effect on either party since the date of the Merger Agreement.

The Merger Agreement contains customary representations and warranties by each party. The parties have also agreed to various customary covenants and agreements, including, among others, to use commercially reasonable efforts to conduct their businesses in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the completion of the Transactions, to not engage in certain kinds of transactions during this period and to maintain REIT status.

Each of IRT and CSR has agreed to covenants prohibiting each party from soliciting, providing non-public information and entering into discussions or agreements concerning proposals relating to an alternative business combination transaction, subject to certain limited exceptions. Prior to obtaining the requisite stockholder approval, the board of directors of IRT or the board of trustees of CSR may change its recommendation or, solely in the case of the board of trustees of CSR, terminate the Merger Agreement (to enter into an agreement with respect to a superior proposal), subject to compliance with specified notice and other procedural requirements, if (1) it has received an unsolicited written acquisition proposal that constitutes a superior proposal, and (2) its board of directors or board of trustees, as applicable, determines, after consultation with outside legal counsel and independent financial advisors, that, taking into account any changes to the Merger Agreement proposed in response by the other party, the superior proposal continues to constitute a superior proposal. The board of directors of IRT or the board of trustees of CSR may also change its recommendation in response to a material development or change in circumstances that was not known by it (or, if known, the consequences of which (or the magnitude thereof) were not known) as of the date of the Merger Agreement if such party’s board of directors or board of trustees, as applicable, determines, after consultation with outside legal counsel, taking into account any changes to the Merger Agreement proposed in response by the other party, that failure to do so would reasonably be expected to be inconsistent with the directors’ or trustees’ duties under applicable law.

The Merger Agreement contains certain termination rights for IRT and CSR. The Merger Agreement can be terminated by either IRT or CSR (1) by mutual written consent; (2) if the Transactions have not been consummated by an outside date of June 30, 2027; (3) if there is a permanent, non-appealable injunction or law restraining or prohibiting the consummation of the Transactions; (4) if stockholders of IRT or shareholders of CSR fail to approve the transactions; or (5) if the other party has breached its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period. In addition, IRT may terminate the Merger Agreement if CSR’s board of trustees changes its recommendation in favor of the Transactions or CSR enters into an alternative acquisition agreement with respect to a superior proposal. CSR may terminate the Merger Agreement if IRT’s board of directors changes its recommendation in favor of the Transactions, or, at any time prior to receipt of the CSR shareholder approval, if CSR enters into an alternative acquisition agreement with respect to a superior proposal in accordance with the Merger Agreement.

Upon a termination of the Merger Agreement, under certain circumstances, including, in the case of CSR, entering into an agreement with respect to a superior proposal, IRT or CSR will be required to pay to the other a termination fee of $45 million (if payable by CSR) or $60 million (if payable by IRT).

The Transactions are currently expected to close in the fourth quarter of 2026.

The Merger Agreement provides that IRT will have the right to elect, in its sole discretion, by written notice to CSR, to defer the Closing until the earliest to occur of: (i) the tenth (10th ) Business Day after which, with respect to each of certain designated mortgage loans (other than those that have been repaid, refinanced, or defeased in accordance with the terms of the Merger Agreement) (x) the applicable lender thereunder has granted the lender consent related thereto or the applicable lender has indicated that it is ready, willing and able to grant the lender consent related thereto subject only to the consummation of the Closing and satisfaction of conditions to the Closing that by their nature are to be satisfied at the Closing and (y) all conditions to the effectiveness of the lender consent related thereto (other than the occurrence of the Closing and those conditions that by their nature will be satisfied at Closing) have been satisfied or waived by the applicable lender, and (ii) the tenth (10th) Business Day prior to the outside date of June 30, 2027.

Debt Commitment Letter

In connection with the Transactions, IRT OP entered into a commitment letter, dated as of September 8, 2026 (the “Debt Commitment Letter”), with Royal Bank of Canada (“Royal Bank”), pursuant to which Royal Bank committed, subject to customary conditions, to provide IRT OP with a senior unsecured term loan of up to $716,000,000 (the “Term Loan”) to finance a portion of the transactions contemplated by the Merger Agreement, including the assumption or repayment of CSR indebtedness, and to pay related fees and expenses. Royal Bank will act as sole lead arranger and sole book runner for, and as sole administrative agent under, the Term Loan. IRT will guarantee IRT OP’s obligations under the Term Loan. The Term Loan will mature 364 days after the closing date of the Transactions, subject to two available six-month extension options, each conditioned on payment of an extension fee and satisfaction of customary conditions. Royal Bank’s commitment to fund the Term Loan on the closing date of the Transactions is subject to customary conditions, including the consummation of the Transactions substantially concurrently with the funding of the Term Loan, the accuracy of specified representations, the absence of a material adverse effect with respect to CSR since the date of the Merger Agreement, and the execution of definitive loan documentation. The obligations of IRT and IRT OP to consummate the Transactions are not conditioned on the receipt of the proceeds of the Term Loan or any alternative financing.

The foregoing summary of the Transactions and the Merger Agreement and the transactions contemplated thereby is a summary only and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about IRT. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.  Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates.  Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in IRT’s public disclosures.

Board Composition

The Merger Agreement provides that, at the Company Merger Effective Time, IRT will cause its board of directors to include two of the individuals who are serving as independent trustees on the CSR board of trustees immediately prior to the date of the Merger Agreement (the “Company Nominees”), subject to the evaluation and recommendation by the Nominating and Governance Committee of IRT’s board of directors (the “Nominating and Governance Committee”) in its good faith discretion in accordance with such committee’s charter. If a Company Nominee initially selected and recommended by the Nominating and Governance Committee is unable or unwilling to serve, the Nominating and Governance Committee will select and recommend another Company Nominee, provided that CSR notifies IRT of such change at least ten (10) business days prior to the date on which the definitive Form S-4 and Joint Proxy Statement are filed with the SEC. IRT will take all actions necessary to ensure that the Company Nominees who are actually included on the IRT board of directors at the Company Merger Effective Time will be provided with the same benefits (including indemnification agreements and arrangements for reimbursement of expenses) as IRT generally makes available to the other members of its board of directors.

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

The information set forth in Item 1.01 under the caption “Board Composition” and relating to the treatment of CSR RSUs, CSR PSUs, and CSR Stock Options is incorporated by reference in this Item 5.02.

Item 7.01.             Regulation FD Disclosure.

Joint Investor Presentation

IRT and CSR have prepared a joint investor presentation with respect to the proposed Transactions. Directors, trustees, officers and other representatives of IRT and/or CSR will present some or all of this investor presentation at various conferences and meetings in the coming months. A copy of the investor presentation is furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. The investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in the filing.

Joint Press Release

On September 8, 2026, IRT and CSR issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated into this Item 7.01 by reference. The press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in the filing.

Cautionary Statement Regarding Forward-Looking Information

The information contained or incorporated by reference into this Current Report on Form 8-K may contain certain forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed Transactions, the plans, objectives, expectations and intentions of CSR and IRT, the expected timing of completion of the proposed Transactions, 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 do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. 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. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from the results of operations, financial condition, or plans expressed or implied by the forward-looking statements. 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 CSR’s expectations will be achieved. Any statements contained herein that are not statements of historical fact should be deemed forward-looking statements. As a result, undue reliance should not be placed on these forward-looking statements, as these statements are subject to known and unknown risks, uncertainties, and other factors beyond IRT’s and CSR’s control and could differ materially from actual results and performance.

The forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond CSR’s and IRT’s control. 

The following factors, among others, could cause IRT’s and CSR’s future results to differ materially from those expressed in the forward-looking statements:

●	IRT’s and CSR’s ability to complete the Transactions on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approvals and satisfaction of other closing conditions to consummate the Transactions;
●	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 CSR and IRT;
●	the outcome of any legal proceedings that may be instituted against CSR or IRT;
●	delays in completing the proposed Transactions involving CSR and IRT;
●	the possibility that the anticipated benefits of the Transactions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where CSR and IRT do business;
●	the possibility that the Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
●	the ability of CSR and IRT to meet expectations regarding the timing, completion and accounting and tax treatment of the Transactions;
●	diversion of IRT’s and CSR’s management’s attention from ongoing business operations and opportunities;
●	potential adverse reactions or changes to business, customer or employee relationships, including those resulting from the announcement or completion of the Transactions;
●	the ability to complete the Transactions and integration of CSR and IRT successfully;
●	the dilution caused by IRT’s issuance of additional shares of its capital stock in connection with the Transactions;
●	financing risks, including IRT’s and CSR’s potential inability to meet existing covenants in IRT’s and CSR’s existing credit facilities or to obtain new debt or equity financing on favorable terms, or at all;
●	uncertain global macro-economic and political conditions, the impact of actual or threatened wars or other international conflicts, such as in Ukraine, the Middle East, and South America, including sanctions imposed by the U.S. and other countries, on inflation, trade, and general economic conditions;
●	deteriorating economic conditions and rising unemployment rates, energy costs, and inflation, in the markets where we own apartment communities or in which we may invest in the future;
●	rental conditions in IRT’s and CSR’s markets, including occupancy levels and rental rates, IRT’s and CSR’s potential inability to renew residents or obtain new residents upon expiration of existing leases, IRT’s and CSR’s ability to identify and consummate attractive acquisitions and dispositions on favorable terms, IRT’s and CSR’s ability to reinvest sales proceeds successfully, IRT’s and CSR’s inability to accommodate any significant decline in the market value of real estate serving as collateral for IRT’s and CSR’s debt and mortgage obligations; changes in tax and housing laws, including rent control laws, or other factors;
●	timely access to material and labor required to renovate and maintain apartment communities;
●	adverse changes in IRT’s and CSR’s markets, including future demand for apartment homes in those markets, barriers of entry into new markets, limitations on IRT’s and CSR’s ability to increase rental rates, IRT’s and CSR’s ability to identify and consummate attractive acquisitions and dispositions on favorable terms, IRT’s and CSR’s ability to reinvest sales proceeds successfully, and inability to accommodate any significant decline in market value of real estate serving as collateral for IRT’s and CSR’s debt and mortgage obligations;
●	the ability of CSR to complete its proposed dispositions on a timely basis, or at all;
●	risks that CSR’s recently completed or proposed dispositions disrupt current plans and operations; and
●	other factors that may affect the future results of CSR and IRT.

Additional factors that could cause results to differ materially from those described above can be found in CSR’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 quarter ended June 30, 2026, each of which is on file with the SEC and available on the “Investor Relations” section of CSR’s website, www.centerspacehomes.com, under the heading “Investors” and in other documents CSR 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 quarter ended June 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 CSR 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 CSR or IRT updates one or more forward-looking statements, no inference should be drawn that CSR 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. 

Important Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed Transactions, IRT will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of CSR and IRT and a prospectus of IRT, as well as other relevant documents concerning the proposed Transactions.  The proposed Transactions involving CSR and IRT will be submitted to CSR’s shareholders and IRT’s shareholders for their consideration.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, 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. INVESTORS, SHAREHOLDERS OF CSR AND STOCKHOLDERS OF IRT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTIONS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and stockholders will be able to obtain the registration statement and the definitive joint proxy statement/prospectus free of charge from the SEC’s website or from CSR or IRT.  The documents filed by CSR with the SEC may be obtained free of charge at CSR’s website at www.centerspacehomes.com or at the SEC’s website at www.sec.gov. The documents filed by IRT with the SEC may be obtained free of charge at IRT’s website at www.irtliving.com or at the SEC’s website at www.sec.gov. References to either of IRT’s or CSR’s websites do not constitute incorporation by reference of the information contained on the websites and is not, and should not be, deemed part of this filing.

Participants in the Solicitation

CSR, IRT, and certain of their respective trustees or directors, as applicable, and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CSR and stockholders of IRT in connection with the proposed Transactions.  Information regarding the interests of the trustees or directors, as applicable, and executive officers of CSR and IRT and other persons who may be deemed to be participants in the solicitation of shareholders of CSR and IRT in connection with the Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the definitive joint proxy statement/prospectus related to the Transactions, which will be filed by CSR with the SEC.  Information regarding CSR’s trustees and executive officers is available in its definitive joint proxy statement relating to its 2026 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2026, and other documents filed by CSR with the SEC.  Information regarding IRT’s directors and executive officers is available in its definitive proxy statement relating to its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 19, 2026, and other documents filed by IRT with the SEC.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC by CSR and IRT, respectively.  Free copies of these documents may be obtained as described above under “Important Additional Information.”

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 U.S. Securities Act of 1933, as amended.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits.

2.1	Agreement and Plan of Merger, dated as of September 8, 2026, by and among Independence Realty Trust, Inc., Independence Realty Operating Partnership, LP, Islanders OP Sub, LLC, Centerspace and Centerspace, LP*
99.1	Joint Investor Presentation.
99.2	Joint Press Release relating to the Transactions.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. IRT agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC. 

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 9, 2026	By:	/s/ James J. Sebra
	Name:	James J. Sebra
	Title:	President and Chief Financial Officer

Exhibit 99.2

PRESS RELEASE

September 9, 2026

Independence Realty Trust and Centerspace to Merge in $8.1 Billion Combination

Creating a leading middle-market apartment REIT with greater scale, broader geographic diversification, and an expanded value-add growth pipeline — positioned to deliver attractive risk-adjusted returns with no additional leverage.

Transaction Highlights

●	Creates a leading public residential REIT with a pro forma equity market capitalization of approximately $5.0 billion and an enterprise value of approximately $8.1 billion, with more than 44,000 apartment units in the combined portfolio
●	Increases geographic diversification across high-growth markets, with 58% of pro forma NOI derived from Sunbelt markets, 27% from Midwest markets, and 15% from Mountain West markets
●	Expands margins by scaling proven operational initiatives and innovations — including technology, new Wi-Fi revenue streams, and broader value-add initiatives — across a larger portfolio
●	Accretive to both IRT and Centerspace stockholders with estimated uplift of approximately 5% to 2027 Core FFO per share, supported by approximately $24 million of annualized synergies
●	Increases market capitalization and free float by 28% and 27% to $5.0 billion and $4.8 billion, respectively, resulting in an increased weighting within the MSCI US REIT Index, FTSE NAREIT All Equity REITs Index, S&P MidCap 400 Index, and other related benchmarks

PHILADELPHIA, PA and MINNEAPOLIS, MN (September 9, 2026) — Independence Realty Trust, Inc. (NYSE: IRT) ("IRT") and Centerspace (NYSE: CSR) ("Centerspace") today announced that they have entered into a definitive merger agreement under which Centerspace and IRT will combine in an all-stock transaction, creating a leading middle-market multifamily REIT focused on high-growth, non-gateway markets. The combined company is expected to have a pro forma equity market capitalization of approximately $5.0 billion and a total enterprise value of approximately $8.1 billion.
 

Scott Schaeffer, Chairman and CEO of IRT, said, "We are excited to bring together two highly complementary portfolios in a transaction that strengthens the growth profile of the combined company. By pairing our high-growth Sunbelt portfolio — which remains our largest exposure and primary growth engine — with Centerspace’s stable Midwest and recovering Mountain West communities, we are building a platform in markets that have historically delivered above-average NOI growth with lower volatility. We expect the added scale to compound that advantage: greater efficiency across a larger operating base, and an expanded value-add renovation program and other income initiatives across a larger platform."

Anne Olson, President and CEO of Centerspace, stated, "This transaction delivers compelling value for Centerspace shareholders, who will benefit from participation in a larger, more efficient enterprise with enhanced access to capital markets, and a meaningful reduction in leverage. Our complementary portfolio of high-quality Midwest and Mountain West apartment communities is located in markets experiencing accelerating migration and strong employment growth — this is a natural fit with IRT’s scaled operating platform and proven value creation strategies. We are excited for our shareholders to participate in the long-term upside of the combined company."
 

Under the terms of the merger agreement, which has been unanimously approved by the Board of Directors of both IRT and Centerspace, Centerspace shareholders will receive 3.800 shares of IRT common stock for each share of Centerspace common stock owned and holders of common units in Centerspace’s operating partnership will receive 3.800 common units in IRT’s operating partnership, subject to certain adjustments. This will result in the aggregate issuance of approximately 67.6 million IRT shares and common partnership units. At closing, IRT will assume Centerspace’s outstanding preferred units. Upon closing, IRT stockholders will own approximately 78% and Centerspace shareholders will own approximately 22% of the combined company’s equity on a fully diluted basis, excluding preferred units.
 

The transaction is expected to close as early as the end of the fourth quarter of 2026, subject to approval by each of IRT’s stockholders and Centerspace’s shareholders, the timing of lender consents, and satisfaction of other customary closing conditions. The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes. 

Summary of Strategic Rationale

The merger of IRT and Centerspace is expected to create a number of operational and financial benefits, including:

●	Enhanced Portfolio Diversification Across High-Growth Markets: The transaction will strengthen IRT’s diversification across Sunbelt, Midwest, and Mountain West markets demonstrating outsized population and employment growth trends. The combined company will own and operate 163 multifamily communities across 17 states, with 58% of pro forma NOI derived from Sunbelt markets, 27% from Midwest markets, and 15% from Mountain West markets. Approximately 80% of pro forma NOI is derived from markets with top-quartile projected population growth. Importantly, the combined portfolio is expected to deliver above-average NOI growth with lower volatility compared with the U.S. average. The combination maintains IRT’s high-growth Sunbelt focus, while adding low-volatility Midwest and Mountain West markets, where there is strong population-driven growth in demand.
●	Greater Scale Delivers Value Across Portfolio: The transaction will create a leading publicly traded multifamily REIT with a combined portfolio of 44,354 units. The combined company is expected to be well-positioned to increase cash flow at the property level due to economies of scale. Further, the combined company’s larger operating base is expected to support IRT’s ongoing efforts to retain top talent and increase brand recognition in the multifamily sector.
●	Expanded Value-Add Pipeline Leading to Significant Organic Growth: The combined company is expected to have an expanded pipeline of units available for future redevelopment through IRT’s proven and robust value-add program, which has generated historical return on investment of approximately 16%. In addition, the rollout of IRT’s Wi-Fi initiative across the Centerspace portfolio is expected to enable IRT to deliver greater NOI and earnings growth over time.
●	Unlocking Synergies and Operational Savings: The combination of IRT and Centerspace will create a stronger and more competitive operating platform through the integration of best practices from both companies. Annualized synergies are estimated to be approximately $24 million. In addition, through enhanced scale and leveraging of the combined company’s technology and operating systems, the combined company is expected to capture additional operational synergies. These enhancements are expected to be realized upon full integration, which is expected to occur over the 12-month period following the closing of the merger.
●	Immediately Accretive: The transaction is expected to be approximately 5% accretive to IRT’s 2027 Core FFO per share on a leverage neutral basis.
●	Increased Free Float and Improved Trading Liquidity: The combined company’s enhanced equity market capitalization and free float are expected to result in increased weighting within the MSCI US REIT Index, FTSE NAREIT All Equity REITs Index, S&P MidCap 400 Index, and other related benchmarks. The combined company is expected to have increased average daily trading volume, enhancing institutional accessibility and index-tracking efficiency.
●	Robust Financial Strength and Improved Flexibility: The combined company is expected to retain its investment grade credit ratings of BBB/BBB (S&P/Fitch) and a well-laddered debt maturity profile. The enhanced scale is expected to further improve IRT’s access to capital markets and lower its cost of capital over the long term, with the combined company benefitting from an expanded investor base through enhanced trading liquidity. In addition, the combined company is expected to benefit from improved cost efficiencies, with pro forma G&A load as a percentage of assets ratio of 0.37% — reflecting a reduction of 24% and 57% over stand-alone IRT and Centerspace, respectively.
●	Continued Commitment to Responsible Governance Practices: The combined company will have an expanded independent board majority and will continue to advance energy efficiency and sustainability initiatives across the portfolio.

Leadership and Organization

IRT’s management team will continue to lead the combined company. Scott Schaeffer will serve as Chairman and Chief Executive Officer, and James Sebra will serve as President and Chief Financial Officer. Upon completion of the merger, the Board of Directors of IRT will be expanded to 11 members, including nine directors from IRT and two directors from Centerspace. Corporate headquarters will remain in Philadelphia, PA.

The combined company will retain the Independence Realty Trust name and will continue to trade under the ticker symbol "IRT" on the New York Stock Exchange.

Dividend Policy

IRT currently expects to continue to pay its quarterly dividend of $0.18 per share of common stock following the closing. Both companies intend to maintain regular quarterly dividend payments through completion of the transaction, except that, in the quarter in which the closing occurs, Centerspace will declare and pay a stub cash dividend of $0.09, prorated for the number of days elapsed in such quarter prior to closing.

Advisors

RBC Capital Markets and Rothschild & Co. are acting as financial advisors and Troutman Pepper Locke LLP is acting as legal advisor to IRT. BMO Capital Markets Corp. is acting as financial advisor, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Centerspace.

Conference Call and Webcast

IRT and Centerspace will host a joint investor conference call on September 9, 2026 at 9:00 AM ET. Interested parties can join the live webcast by accessing the Investor Relations section of IRT’s website at www.irtliving.com or by dialing 1.833.461.5787, access code 674326343. 

For those who are not available to listen, a replay will be available shortly following the call from the Investor section of IRT’s website, https://investors.irtliving.com.

About Independence Realty Trust

Independence Realty Trust, Inc. (NYSE: IRT), an S&P MidCap 400 Company, is a real estate investment trust ("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 the Company’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.

IRT Investor Relations Contact

Stephanie Krewson-Kelly
267.270.4815
SKrewson@IRTLiving.com

Cautionary Statement Regarding Forward-Looking Information

The information contained or incorporated by reference into this press release may contain 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, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Centerspace and IRT, the expected timing of completion of the proposed transaction, 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 do not discuss historical fact, but instead include statements related to expectations, projections, intentions or other items related to the future. 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. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from the results of operations, financial condition, or plans expressed or implied by the forward-looking statements. 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. Any statements contained herein that are not statements of historical fact should be deemed forward-looking statements. As a result, undue reliance should not be placed on these forward-looking statements, as these statements are subject to known and unknown risks, uncertainties, and other factors beyond IRT’s and Centerspace’s control and could differ materially from actual results and performance.

The forward-looking statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Centerspace’s and IRT’s control.

The following factors, among others, could cause IRT’s and Centerspace’s 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 securing the necessary stockholder approvals and satisfaction of other 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;
●	the outcome of any legal proceedings that may be instituted against Centerspace or IRT;
●	delays in completing the proposed transaction involving Centerspace and IRT;
●	the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Centerspace and IRT do business;
●	the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
●	the ability of Centerspace and IRT to meet expectations regarding the timing, completion and accounting and tax treatment of the transaction;
●	diversion of IRT’s and Centerspace’s management’s attention from ongoing business operations and opportunities;
●	potential adverse reactions or changes to business, customer or employee relationships, including those resulting from the announcement or completion of the transaction;
●	the ability to complete the transaction and integration of Centerspace and IRT successfully;
●	the dilution caused by IRT’s issuance of additional shares of its capital stock in connection with the transaction;
●	financing risks, including IRT’s and Centerspace’s potential inability to meet existing covenants in IRT’s and Centerspace’s existing credit facilities or to obtain new debt or equity financing on favorable terms, or at all;
●	uncertain global macro-economic and political conditions, the impact of actual or threatened wars or other international conflicts, such as in Ukraine, the Middle East, and South America, including sanctions imposed by the U.S. and other countries, on inflation, trade, and general economic conditions;
●	deteriorating economic conditions and rising unemployment rates, energy costs, and inflation, in the markets where we own apartment communities or in which we may invest in the future;
●	rental conditions in IRT’s and Centerspace’s markets, including occupancy levels and rental rates, IRT’s and Centerspace’s potential inability to renew residents or obtain new residents upon expiration of existing leases, IRT’s and Centerspace’s ability to identify and consummate attractive acquisitions and dispositions on favorable terms, IRT’s and Centerspace’s ability to reinvest sales proceeds successfully, IRT’s and Centerspace’s inability to accommodate any significant decline in the market value of real estate serving as collateral for IRT’s and Centerspace’s debt and mortgage obligations; changes in tax and housing laws, including rent control laws, or other factors;
●	timely access to material and labor required to renovate and maintain apartment communities;
●	adverse changes in IRT’s and Centerspace’s markets, including future demand for apartment homes in those markets, barriers of entry into new markets, limitations on IRT’s and Centerspace’s ability to increase rental rates, IRT’s and Centerspace’s ability to identify and consummate attractive acquisitions and dispositions on favorable terms, IRT’s and Centerspace’s ability to reinvest sales proceeds successfully, and inability to accommodate any significant decline in market value of real estate serving as collateral for IRT’s and Centerspace’s debt and mortgage obligations;
●	the ability of Centerspace to complete its proposed dispositions on a timely basis, or at all;
●	risks that Centerspace’s recently completed or proposed dispositions disrupt current plans and operations; 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 quarter ended June 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 quarter ended June 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. 

Important Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, IRT will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Centerspace and IRT and a prospectus of IRT, as well as other relevant documents concerning the proposed transaction.  The proposed transaction involving Centerspace and IRT will be submitted to Centerspace’s shareholders and IRT’s shareholders for their consideration.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, 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.  INVESTORS, SHAREHOLDERS OF CENTERSPACE AND STOCKHOLDERS OF IRT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and stockholders will be able to obtain the registration statement and the definitive joint proxy statement/prospectus free of charge from the SEC’s website or from Centerspace or IRT.  The documents filed by Centerspace with the SEC may be obtained free of charge at Centerspace’s website at www.centerspacehomes.com or at the SEC’s website at www.sec.gov.  The documents filed by IRT with the SEC may be obtained free of charge at IRT’s website at www.irtliving.com or at the SEC’s website at www.sec.gov. 

Participants in the Solicitation

Centerspace, IRT, and certain of their respective trustees or directors, as applicable, and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Centerspace and stockholders of IRT in connection with the proposed transaction.  Information regarding the interests of the trustees or directors, as applicable, and executive officers of Centerspace and IRT and other persons who may be deemed to be participants in the solicitation of shareholders of Centerspace and IRT in connection with the transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the definitive joint proxy statement/prospectus related to the transaction, which will be filed by Centerspace with the SEC.  Information regarding Centerspace’s trustees and executive officers is available in its definitive joint proxy statement relating to its 2026 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2026, and other documents filed by Centerspace with the SEC. Information regarding IRT’s directors and executive officers is available in its definitive proxy statement relating to its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 19, 2026, and other documents filed by IRT with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC by Centerspace and IRT, respectively.  Free copies of these documents may be obtained as described above under “Important Additional Information.”

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 U.S. Securities Act of 1933, as amended.

Definitions

EBITDA and Adjusted EBITDA

Each of EBITDA and Adjusted EBITDA is a non-GAAP financial measure. EBITDA is defined as net income before interest expense including amortization of deferred financing costs, income tax expense, and depreciation and amortization expenses. Adjusted EBITDA is EBITDA before certain other non-cash or non-operating gains or losses related to items such as loss on impairment (gain on sale) of real estate, debt extinguishments and acquisition related debt extinguishment expenses, casualty (gains) losses and income (loss) from investments in unconsolidated real estate entities. We consider each of EBITDA and Adjusted EBITDA to be an appropriate supplemental measure of performance because it eliminates interest, income taxes, depreciation and amortization, and other non-cash or non-operating gains and losses, which permits investors to view income from operations without these non-cash or non-operating items. Our calculation of Adjusted EBITDA differs from the methodology used for calculating Adjusted EBITDA by certain other REITs and, accordingly, our Adjusted EBITDA may not be comparable to Adjusted EBITDA reported by other REITs.

Funds From Operations (“FFO”) and Core Funds From Operations (“Core FFO”)

We believe that FFO and Core FFO, each of which is a non-GAAP financial measure, are additional appropriate measures of the operating performance of a REIT and us in particular. We compute FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts (“NAREIT”), as net income or loss allocated to common shares (computed in accordance with GAAP), excluding real estate-related depreciation and amortization expense, loss on impairment (gain on sale) of real estate and unconsolidated real estate entities, and the cumulative effect of changes in accounting principles. While our calculation of FFO is in accordance with NAREIT’s definition, it may differ from the methodology for calculating FFO utilized by other REITs and, accordingly, may not be comparable to FFO computations of such other REITs.
 

Core FFO is a computation made by analysts and investors to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations, including depreciation and amortization of other items not included in FFO, and other non-cash or non-operating gains or losses related to items such as casualty (gains) losses, loan premium accretion and discount amortization and debt extinguishment costs from the determination of FFO.
 

Our calculation of Core FFO may differ from the methodology used for calculating Core FFO by other REITs and, accordingly, our Core FFO may not be comparable to Core FFO reported by other REITs. Our management utilizes FFO and Core FFO as measures of our operating performance, management believes they are also useful to investors, because they facilitate an understanding of our operating performance after adjustment for certain non-cash or non-recurring items that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and our operating performance between periods. Furthermore, although FFO, Core FFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we believe that FFO and Core FFO may provide us and our investors with an additional useful measure to compare our financial performance to certain other REITs. Neither FFO nor Core FFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and Core FFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Accordingly, FFO and Core FFO do not measure whether cash flow is sufficient to fund all of our cash needs, including principal amortization and capital improvements. Neither FFO nor Core FFO should be considered as an alternative to net income or any other GAAP measurement as an indicator of our operating performance or as an alternative to cash flow from operating, investing, and financing activities as a measure of our liquidity.
 

General and Administrative Expense Load (“G&A Load”)

G&A load is defined as general and administrative expenses plus property management expenses less an estimate of normalized property management expenses (3% of revenue) divided by total assets, where total assets is calculated by dividing forward 12-month NOI by an applicable capitalization rate.

Net Operating Income (“NOI”)

We believe that NOI, a non-GAAP financial measure, is a useful measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding interest expense, depreciation and amortization, casualty related costs and gains, property management expenses, general and administrative expenses and net gains on sale of assets.

Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income. We use NOI to evaluate our performance on a same-store and non same-store basis because NOI measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance.

Non Same-Store Properties and Non Same-Store Portfolio: Properties that did not meet the definition of a same-store property as of the beginning of the previous year.

Same-Store Properties and Same-Store Portfolio

We review our same-store portfolio at the beginning of each calendar year. Properties are added into the same-store portfolio if they were owned and not a development property at the beginning of the previous year. Properties that are held for sale or have been sold are excluded from the same-store portfolio.

Rent Premium on Value-Add Renovations

The rent premium reflects the per unit per month difference between the rental rate on the renovated unit excluding the impact of upfront concessions, if any, and the market rent for an unrenovated unit as of the date presented, as determined by management consistent with its customary rent-setting and evaluation procedures. We believe excluding the impact of upfront concessions from our rental rates when comparing to the market rental rates for unrenovated units makes the comparison most relevant and the resulting premium provides management with an indicator of the increased rent generated by the unit renovation.

Renovation Costs per Unit

Renovation costs per unit includes all costs to renovate the interior units and make certain exterior renovations, including clubhouses and amenities. Interior costs per unit are based on units leased. Exterior costs per unit are based on total units at the community. Excludes overhead costs to support and manage the value-add program as those costs relate to the entire program and cannot be allocated to individual projects.

Return on Investment (“ROI”) on Value-Add Renovations

ROI is calculated using the Rent Premium per unit per month, multiplied by 12, divided by the interior renovation costs per unit or the total renovation costs, as applicable. We use ROI on value-add renovation projects to measure the profitability of a renovation project relative to other projects or relative to other uses of our capital.
 

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.6 KB
• EX-99.2 EXHIBIT 99.2 53.2 KB

Other Documents

• EX-2.1 EXHIBIT 2.1 1.1 MB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB