Centerspace to Merge with Independence Realty Trust — 3.8 IRT Shares per CSR Share

What Happened

• On September 8, 2026 Centerspace (CSR) entered into an Agreement and Plan of Merger to be acquired by Independence Realty Trust, Inc. (IRT) in an all‑stock transaction. Under the agreement, each Centerspace common share will convert into the right to receive 3.8 shares of IRT common stock (the Exchange Ratio), with cash paid for fractional shares. The transaction requires customary closing conditions including shareholder approvals, filing and effectiveness of a Form S‑4, NYSE listing authorization for the issued IRT shares, and tax/REIT opinions. The parties filed a joint investor presentation and press release on September 9, 2026.

Key Details

• Exchange Ratio: 3.8 IRT common shares per Centerspace common share (adjustable per the Merger Agreement); fractional shares settled in cash.
• Closing deadline & conditions: Merger must close by June 30, 2027 unless terminated; closing requires shareholder approvals, effective S‑4, NYSE listing authorization and tax/REIT opinions. IRT may delay close until lender consents or specified timing (see agreement).
• Termination fees: Centerspace may owe IRT a $45 million termination fee in certain cases; IRT may owe Centerspace a $60 million termination fee in certain cases.
• Equity treatment & governance: Outstanding Centerspace RSUs, PSUs and options converted or adjusted into IRT awards (some unvested awards vest or are accelerated in specified situations); two independent Centerspace trustees are to be added to IRT’s board, subject to IRT’s nominating committee review.
• Partnership/unit conversion: Following the stock merger, Centerspace’s operating partnership will be merged into IRT’s partnership structure; common units convert based on the Exchange Ratio (rounded up) and Series D/E preferred units convert to new IROP Series A/B preferred units with specified exchange factors (1.37931 and 1.20482 times the Exchange Ratio).

Why It Matters

• For Centerspace shareholders this is a definitive all‑stock sale that would exchange CSR shares for IRT shares (subject to adjustment and approvals), meaning shareholders will become holders of IRT stock rather than Centerspace stock if the deal closes. The transaction has multiple customary closing conditions (SEC registration, NYSE listing, REIT/tax opinions) and a firm outside date of June 30, 2027, so timing and required approvals matter. The filing also spells out how employee and trustee equity and board representation will be handled, plus termination fees that apply if the deal is called off under specified circumstances. Investors should watch proxy filings (Form S‑4/joint proxy) and subsequent public disclosures for the detailed terms, expected timetable and any changes to the Exchange Ratio or closing conditions.