Form 8-K

8-K — INDEPENDENCE REALTY TRUST, INC.

Accession: 0001437749-26-031071

Filed: 2026-09-23

Period: 2026-09-22

CIK: 0001466085

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — irt20260921c_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (ex_1018383.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: irt20260921c_8k.htm · Sequence: 1

irt20260921c_8k.htm

false

0001466085

2026-09-22

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 22, 2026

Independence Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-36041

26-4567130

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

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

As previously disclosed, 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 direct wholly owned subsidiary of IRT OP (“IRT OP Merger Sub”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Centerspace, a North Dakota real estate investment trust (“CSR”), and Centerspace, LP, a North Dakota limited partnership (“CSR OP”), pursuant to which (i) a wholly owned subsidiary of IRT to be added to the Original Merger Agreement by joinder (“IRT Merger Sub”) would merge with and into CSR (the “Company Merger”), with CSR surviving the Company Merger as a wholly owned subsidiary of IRT and (ii) following the Company Merger, IRT OP Merger Sub would merge with and into the Company OP (the “Partnership Merger”), with the CSR OP surviving the Partnership Merger as a subsidiary of IRT OP.

As previously disclosed, prior to the date on which the definitive Form S-4 and joint proxy statement are filed with the Securities and Exchange Commission (the “SEC”), and subject to certain conditions being met, under the Original Merger Agreement, IRT had the right to elect to modify (i) the structure of the Company Merger so that CSR merges with and into IRT Merger Sub, with IRT Merger Sub surviving (rather than IRT Merger Sub merging with and into CSR), and/or (ii) the structure of the Partnership Merger so that the CSR OP merges with and into IRT OP, with IRT OP surviving (rather than IROP Merger Sub merging with and into the Company OP) (the “Alternative Structure”).

On September 22, 2026, (i) IRT Merger Sub was added to the Original Merger Agreement as a party by joinder and (ii) IRT, IRT OP, IRT Merger Sub, IRT OP Merger Sub, CSR and the CSR OP entered into that certain Amendment to the Merger Agreement (the “Amendment to the Merger Agreement”), pursuant to which IRT has elected to implement the Alternative Structure (solely with respect to the Company Merger). The Amendment to the Merger Agreement 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.

The foregoing summary description of the Amendment to the Merger Agreement is subject to and qualified in its entirety by reference to the Amendment to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, the terms of which are incorporated herein by reference.

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 CSR and IRT and a prospectus of IRT, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving CSR and IRT will be submitted to CSR’s shareholders and IRT’s shareholders for their consideration. This filing 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 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 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 transaction. 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 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 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 filing 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

Amendment to Agreement and Plan of Merger, dated as of September 22, 2026, by and among Independence Realty Trust, Inc., Independence Realty Operating Partnership, LP, Islanders Sub, LLC, Islanders OP Sub, LLC, Centerspace and Centerspace, LP.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Independence Realty Trust, Inc.

September 23, 2026

By:

/s/ James J. Sebra

Name:

James J. Sebra

Title:

President and Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: ex_1018383.htm · Sequence: 2

ex_1018383.htm

Exhibit 2.1

AMENDMENT

AGREEMENT AND PLAN OF MERGER

This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 22, 2026 (the “Effective Date”), is made by and among Independence Realty Trust, Inc., a Maryland corporation (“Parent”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (“Parent OP”), Islanders OP Sub, LLC, a Delaware limited liability company and direct wholly owned Subsidiary of Parent OP (“OP Merger Sub”), Centerspace, a North Dakota real estate investment trust (the “Company”), Centerspace, LP, a North Dakota limited partnership (the “Company OP”), and Islanders Sub, LLC, a Delaware limited liability company (“Parent Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below).

WHEREAS, the parties have previously entered into that certain Agreement and Plan of Merger (the “Agreement”), dated as of September 8, 2026, by and among Parent, Parent OP, OP Merger Sub, the Company, the Company OP and, pursuant to that Agreement and Plan of Merger Joinder, dated as of September 22, 2026, Parent Merger Sub;

WHEREAS, Section 8.04 of the Agreement provides that the parties may amend the Agreement by an instrument in writing signed on behalf of each of the parties thereto at any time before receipt of the Company Shareholder Approval and Parent Stockholder Approval;

WHEREAS, Section 1.08 of the Agreement provides that at any time prior to the date the definitive Joint Proxy Statement is filed with the SEC, Parent, in its sole discretion, may elect by written notice to the Company to modify (a) the structure of the Company Merger so that the Company merges with and into Parent Merger Sub, with Parent Merger Sub surviving, and/or (b) the structure of the Partnership Merger so as to provide that the Company OP shall merge with and into Parent OP (rather than OP Merger Sub merging with and into the Company OP), in which case (i) Parent OP shall continue as the surviving limited partnership of the Partnership Merger, and (ii) the Company GP Interest issued and outstanding immediately prior to the Partnership Merger Effective Time shall be cancelled without any consideration (the “Alternative Structure”);

WHEREAS, Parent has elected to modify the structure of the Company Merger (but, for the avoidance of doubt, not the structure of the Partnership Merger) in accordance with such provisions of Section 1.08 of the Agreement;

WHEREAS, Section 1.08 of the Agreement provides that in the event that Parent elects to implement the Alternative Structure, the parties agree, in good faith, to prepare and execute an amendment to the Agreement reasonably acceptable to the parties to reflect the Alternative Structure and any necessary modifications to the terms of the Agreement to give effect to the Alternative Structure; and

WHEREAS, the parties hereto wish to amend the Agreement to reflect Parent’s election of the Alternative Structure with respect to the Company Merger.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Amendments to the Agreement.

(a)

The first paragraph in the Recitals of the Agreement is hereby amended and restated in its entirety to read as follows:

“WHEREAS, the parties wish to effect a business combination involving: (a) first, a merger of the Company with and into Islanders Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Parent Merger Sub”), which was added to this Agreement by joinder on September 22, 2026 (the “Joinder”) as “Parent Merger Sub” (the “Company Merger”) on the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware Limited Liability Company Act (the “DLLCA”), Chapter 10-34 of the North Dakota Century Code, as amended (“Chapter 10-34”), and Article V, Section 3 of the Company Articles; and (b) immediately following the Company Merger, a merger of OP Merger Sub with and into the Company OP (the “Partnership Merger”) on the terms and subject to the conditions set forth in this Agreement and in accordance with the DLLCA and the North Dakota Uniform Limited Partnership Act (the “NDULPA”) (the Company Merger and the Partnership Merger collectively shall be referred to herein as the “Merger”);”

(b)

Section 1.01(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Company Merger. Upon the terms and subject to the conditions set forth herein, and in accordance with the DLLCA and Chapter 10-34, at the Effective Time, the Company shall be merged with and into Parent Merger Sub, and the separate existence of the Company shall cease, and Parent Merger Sub will continue as a Delaware limited liability company under the Laws of the State of Delaware following the Company Merger (the “Surviving Company”).”

(c)

Section 1.02(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) At the Effective Time, the effect of the Company Merger shall be as provided herein and in the applicable provisions of the DLLCA and Chapter 10-34. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property, rights, privileges, powers and franchises of the Company shall vest in the Surviving Company, and all debts, liabilities and duties of the Company shall become debts, liabilities and duties of the Surviving Company.”

(d)

Section 1.05(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“Effect of the Merger on the Organizational Documents of the Surviving Company and Company OP.

(a) Unless otherwise determined by Parent and the Company prior to the Effective Time, without any further action on the part of Parent and the Company or their respective Affiliates, at the Effective Time:

(i) the certificate of formation of Parent Merger Sub as in effect immediately prior to the Effective Time shall be the certificate of formation of the Surviving Company, until thereafter amended in accordance with the DLLCA and the certificate of formation of the Surviving Company; and

(ii) the limited liability company agreement of Parent Merger Sub as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Company, until thereafter amended in accordance with the DLLCA and the limited liability company agreement of the Surviving Company.”

(e)

Section 1.06(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) [Reserved.]”

(f)

Section 2.01(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Conversion of Company Common Stock.

(i) Each membership interest of Parent Merger Sub issued and outstanding immediately prior to the Effective Time shall remain outstanding and be unaffected by the Company Merger;

(ii) Each share of beneficial interest of the Company, no par value (the “Company Common Stock” and each share of Company Common Stock, a “Share”), outstanding immediately prior to the Effective Time, other than any Cancelled Shares (as hereinafter defined), shall be automatically converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio (the “Share Merger Consideration”); and

(iii) Each Share that has been converted into the right to receive the Share Merger Consideration as provided in this Section 2.01(a) shall cease to exist, and the Persons holding Shares immediately prior to the Effective Time shall cease to have any rights with respect to the Shares other than the right to receive, for each Share, the Share Merger Consideration and any cash payable in lieu of fractional shares pursuant to Section 2.08, without interest.”

(g)

Section 2.01(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Treatment of Company and Parent-Owned Shares. Each Share that is owned by Parent or any wholly-owned Subsidiary of Parent or by any wholly-owned subsidiary of the Company (in each case, other than Shares held on behalf of third parties) as of immediately prior to the Effective Time (collectively, the “Cancelled Shares”) shall be cancelled and shall cease to exist, and no consideration shall be delivered in respect of such Cancelled Shares.”

(h)

Section 2.03(e)(i) of the Agreement is hereby amended such that the following language is stricken: “(other than any Remaining Shares)”.

(i)

Section 3.04(b) of the Agreement is hereby amended such that:

(i) the following language is stricken: “(v) the filing with the North Dakota SOS, following the Effective Time, of an amended application for registration of the Surviving Company pursuant to Section 10-34-04(7) of Chapter 10-34,”

(ii) the reference to “(vi)” is changed to “(v)”,

(iii) the reference to “(vii)” is changed to “(vi)”, and

(iv) the reference to “(viii)” is changed to “(vii)”.

(j)

Section 4.01(i) of the Agreement is hereby amended such that the following language is stricken: “, other than the Remaining Shares that the TRS Shareholder may purchase prior to the Effective Time (if any).”

(k)

Section 4.04(b) of the Agreement is hereby amended such that:

(ii) the reference to “(vi)” is changed to “(v)”,

(iii) the reference to “(vii)” is changed to “(vi)”, and

(iv) the reference to “(viii)” is changed to “(vii)”.

(l)

Section 9.03(b) of the Agreement is hereby amended to delete references to the following terms (and the section references set forth next to such terms):

(i)“ Surviving Company Common Stock”

(ii)“ Surviving Company Share”

(iii)“ Remaining Share”

(iv)“ TRS Shareholder”

(m)

Exhibit A to the Agreement is hereby amended and restated in its entirety to read as follows:

“Exhibit A

[Reserved]”

(n)

Exhibit B to the Agreement is hereby amended and restated in its entirety to read as follows:

“Exhibit B

[Reserved]”

Waiver of Representation Breach. Pursuant to Section 1.08 of the Agreement (as in effect prior to its amendment and restatement pursuant to this Amendment), and in connection with the implementation of the Alternative Structure, each of Parent, Parent OP, Parent Merger Sub and OP Merger Sub hereby irrevocably, unconditionally and forever waives (a) any failure of any representation of the Company or Company OP to be true and correct as a result of the impact of the Alternative Structure on the business relationships, contractual or otherwise, of the Company and any of its Subsidiaries with any Person that would not have arisen had Parent not elected the Alternative Structure and (b) any right to assert any claim, exercise any remedy or refuse to consummate the Transactions based upon any such failure; provided, however, that this waiver shall not apply to any representation that would have been untrue or incorrect irrespective of the implementation of the Alternative Structure.

No Other Changes. Except as expressly set forth in this Amendment, the Agreement remains in full force and effect and is hereby confirmed in all respects. The Agreement, as modified by this Amendment, constitutes the entire agreement among the parties thereto with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings among them with respect to such matters. Any reference to the Agreement from and after the date of this Amendment, and each reference in the Agreement to “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words, shall be deemed and construed as meaning the Agreement as modified by this Amendment. Each reference in the Agreement, as amended hereby, to “the date of this Agreement”, “the date hereof” or any similar reference shall continue to refer to September 8, 2026.

Incorporation by Reference. Sections 8.04 (Amendment), 9.02 (Notices), 9.05 (Severability), 9.06 (Counterparts), 9.08 (Governing Law), 9.09 (Jurisdiction; Venue) and 9.10 (WAIVER OF JURY TRIAL) of the Agreement are incorporated herein by reference, mutatis mutandis.

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.

INDEPENDENCE REALTY TRUST, INC.

By: /s/Scott F. Schaeffer

Name: Scott F. Schaeffer

Title: Chief Executive Officer

INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP

By: INDEPENDENCE REALTY TRUST, INC., its General Partner

By: /s/Scott F. Schaeffer

Name: Scott F. Schaeffer

Title: Chief Executive Officer

ISLANDERS SUB, LLC

By: INDEPENDENCE REALTY TRUST, INC., its Sole Member

By: /s/Scott F. Schaeffer

Name: Scott F. Schaeffer

Title: Chief Executive Officer

ISLANDERS OP SUB, LLC

By: INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, its Sole Member

By: INDEPENDENCE REALTY TRUST, INC.,

its General Partner

By: /s/Scott F. Schaeffer

Name: Scott F. Schaeffer

Title: Chief Executive Officer

CENTERSPACE

By: /s/Anne Olson

Name: Anne Olson

Title: Chief Executive Officer

CENTERSPACE, LP

By: CENTERSPACE, INC., its General Partner

By: /s/Anne Olson

Name: Anne Olson

Title: Chief Executive Officer

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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