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

Key Highlights

  • Amendment signed: On September 22, 2026, IRT, IRT OP, IRT Merger Sub, IRT OP Merger Sub, Centerspace (CSR), and Centerspace, LP entered into an Amendment to the Agreement and Plan of Merger.
  • Alternative Structure elected: IRT has elected to implement the Alternative Structure solely with respect to the Company Merger, meaning CSR will merge with and into IRT Merger Sub, with IRT Merger Sub surviving.
  • IRT Merger Sub added: On September 22, 2026, IRT Merger Sub was added to the Original Merger Agreement as a party by joinder.
  • Waiver included: The Amendment includes a waiver by IRT, IRT OP, IRT Merger Sub, and IRT OP Merger Sub of any representation inaccuracy caused solely by the Alternative Structure.
  • Form S-4 forthcoming: According to the filing, IRT will file a registration statement on Form S-4 with the SEC that will include a joint proxy statement and prospectus concerning the proposed transaction.
  • Shareholder votes required: The proposed transaction will be submitted to both CSR's shareholders and IRT's stockholders for their consideration, the filing disclosed.

IRT Elects Alternative Merger Structure in Centerspace Deal Amendment

According to the filing, the Original Merger Agreement was entered into on September 8, 2026, among Independence Realty Trust, Inc. (NYSE:IRT), a Maryland corporation; Independence Realty Operating Partnership, LP (IRT OP); Islanders OP Sub, LLC (IRT OP Merger Sub); Centerspace (CSR), a North Dakota real estate investment trust; and Centerspace, LP (CSR OP). Under the original terms, a wholly owned subsidiary of IRT was to merge with and into CSR, with CSR surviving as a wholly owned subsidiary of IRT, followed by a Partnership Merger in which IRT OP Merger Sub would merge with and into CSR OP.

The filing states that under the Original Merger Agreement, prior to the filing of the definitive Form S-4 and joint proxy statement, and subject to certain conditions, IRT had the right to elect to modify the merger structure. On September 22, 2026, IRT exercised that right by entering into the Amendment to the Merger Agreement. Under the elected Alternative Structure, as it applies to the Company Merger, CSR will merge with and into IRT Merger Sub, with IRT Merger Sub surviving, rather than IRT Merger Sub merging with and into CSR. The Amendment to the Merger Agreement is attached to the filing as Exhibit 2.1.

The filing notes that its summary description of the Amendment "is subject to and qualified in its entirety by reference to the Amendment to the Merger Agreement." The filing was signed by James J. Sebra, identified as President and Chief Financial Officer of Independence Realty Trust, Inc. The filing is also marked as a written communication pursuant to Rule 425 under the Securities Act, as indicated on the cover page.

What Was Disclosed

Independence Realty Trust disclosed an amendment to its merger agreement with Centerspace, dated September 22, 2026, electing a modified Company Merger structure in which Centerspace merges into IRT Merger Sub rather than the reverse, along with an associated representation waiver.