Centerspace filed an 8-K with the SEC on September 23, 2026, disclosing that on September 22, 2026, it entered into an Amendment to the Agreement and Plan of Merger with Independence Realty Trust, Inc. and related parties, implementing a modified merger structure.

Key Highlights

  • Amendment dated September 22, 2026: Centerspace and Independence Realty Trust, Inc. (IRT), along with related entities, entered into an Amendment to the Merger Agreement originally signed on September 8, 2026.
  • Alternative Structure elected: IRT exercised its right to implement the Alternative Structure solely with respect to the Company Merger, meaning Centerspace will merge with and into IRT Merger Sub, with IRT Merger Sub surviving.
  • IRT Merger Sub added as party: IRT Merger Sub was added to the Original Merger Agreement as a party by joinder on September 22, 2026.
  • Waiver included: IRT, IROP, IRT Merger Sub, and IROP Merger Sub waived any representation inaccuracy caused solely by the Alternative Structure.
  • Joint proxy statement pending: IRT will file a registration statement on Form S-4, including a joint proxy statement and prospectus, with the SEC in connection with the proposed transaction.
  • Signed by CEO: The filing was signed by Anne Olson, President and Chief Executive Officer of Centerspace, on September 23, 2026.

Centerspace and IRT Modify Company Merger Structure Under Amended Agreement

According to the filing, Centerspace (NYSE:CSR), a North Dakota real estate investment trust, previously entered into an Agreement and Plan of Merger on September 8, 2026, with Independence Realty Trust, Inc. (IRT), a Maryland corporation, Independence Realty Operating Partnership, LP (IROP), Islanders OP Sub, LLC (IROP Merger Sub), and Centerspace, LP (the Company OP). Under the original agreement, the transaction contemplated two mergers: first, a wholly owned IRT subsidiary would merge with and into Centerspace, with Centerspace surviving as a wholly owned subsidiary of IRT; and second, IROP Merger Sub would merge with and into the Company OP, with the Company OP surviving as a subsidiary of IROP.

The filing discloses that, as permitted under the Original Merger Agreement, IRT had the right to elect an Alternative Structure prior to the filing of the definitive Form S-4 and joint proxy statement, subject to certain conditions. On September 22, 2026, IRT exercised that election solely with respect to the Company Merger. Under the amended structure, Centerspace will merge with and into IRT Merger Sub, with IRT Merger Sub surviving, rather than IRT Merger Sub merging with and into Centerspace. The Partnership Merger structure remains unchanged.

The filing notes that the Amendment to the Merger Agreement includes a waiver by IRT, IROP, IRT Merger Sub, and IROP Merger Sub of any representation inaccuracy caused solely by the Alternative Structure. The filing also states that the summary description of the Amendment is "subject to and qualified in its entirety by reference to the Amendment to the Merger Agreement," a copy of which is attached as Exhibit 2.1. The proposed transaction remains subject to approval by Centerspace shareholders and IRT stockholders, and a joint proxy statement and prospectus are forthcoming.

What Was Disclosed

Centerspace disclosed an amendment to its merger agreement with IRT, under which IRT elected a modified merger structure for the Company Merger. The amendment added IRT Merger Sub as a party and included a waiver of certain representation inaccuracies arising from the structural change.