Independence Realty Trust, Centerspace Shareholders Approve Merger Creating $8.1 Billion Multifamily REIT

Independence Realty Trust, Inc. (NYSE: IRT) stockholders and Centerspace (NYSE: CSR) shareholders approved all proposals necessary to close their previously announced merger at special meetings held Nov. 10, the companies announced. The vote clears the principal shareholder hurdle for the transaction, in which Centerspace will merge with Independence Realty Trust, creating a multifamily real estate investment trust with an approximately $8.1 billion enterprise value and about 44,400 apartments across 17 states.

Closing remains subject to the satisfaction or waiver of remaining conditions, including lender consents. The transaction could close as early as the end of the fourth quarter of 2026.

Vote Results for the Independence Realty Trust-Centerspace Merger

Approximately 88.1% of the votes cast at Independence Realty Trust's special meeting were in favor of issuing IRT common stock in connection with the merger. At Centerspace's special meeting, approximately 99.6% of the votes cast supported the merger, representing 80.4% of Centerspace's outstanding common shares.

Final voting results are subject to certification by each company's independent inspectors of election and will be filed with the Securities and Exchange Commission in separate Current Reports on Form 8-K.

"We greatly appreciate the support of IRT stockholders, who voted overwhelmingly in favor of the merger. Today's vote is an exciting milestone toward creating a leading multifamily REIT focused on high-growth, non-gateway markets in the Sunbelt, Midwest, and Mountain West regions of the U.S.," said Scott Schaeffer, Chairman and Chief Executive Officer of Independence Realty Trust. "We are bringing together portfolios in markets that have historically delivered above-average NOI growth with lower volatility," he continued.

Transaction Terms and Ownership

Upon closing, Centerspace shareholders will receive 3.800 shares of IRT common stock for each Centerspace common share owned. Holders of common units in Centerspace's operating partnership will receive 3.800 common units in IRT's operating partnership for each unit held, subject to certain adjustments, with cash paid in lieu of fractional shares.

The transaction is expected to issue approximately 67.6 million IRT shares and operating partnership units. On a fully diluted basis excluding preferred units, IRT shareholders are expected to own approximately 78% of the combined company, with Centerspace shareholders owning approximately 22%. The combined company is projected to have approximately $5.0 billion of equity market capitalization and $8.1 billion of total enterprise value.

Schaeffer will remain chairman and chief executive officer. Centerspace's James Sebra will become president and chief financial officer.

Closing Conditions and Lender Consents

Independence Realty Trust has the right, in its sole discretion and by written notice to Centerspace, to defer the closing until the earliest of two dates. The first is the tenth business day after, for each designated Centerspace subsidiary mortgage loan that has not been repaid, refinanced or defeased under the merger agreement, the applicable lender has granted the required consent or has indicated it is ready, willing and able to grant it, subject only to closing-related conditions. The second is the tenth business day before June 30, 2027.

The merger is structured as an all-stock transaction, which limits the need for new borrowing. IRT will assume approximately $500 million of Centerspace secured debt with an average interest rate of about 3.5% and roughly 10 years of remaining term. Upfront transaction costs are estimated at approximately 3.5% of transaction value, or more than $2 billion based on the relevant transaction-value calculation.

Portfolio and Strategy in Non-Gateway Markets

Founded in 1970, Centerspace owned 47 apartment communities with 10,456 units in Colorado, Minnesota, Montana, Nebraska, North Dakota and Utah as of Sept. 9, 2026. Independence Realty Trust, an S&P MidCap 400 company, owns and operates multifamily communities across non-gateway U.S. markets, with an investment strategy focused on gaining scale near major employment centers in amenity-rich submarkets with good school districts and high-quality retail.

The combination adds Midwest and Mountain West exposure alongside IRT's Sunbelt portfolio. Management expects those markets to offer stronger long-term employment, household formation and housing-demand fundamentals than many gateway markets. The combined footprint across 17 states is also expected to reduce dependence on any single metropolitan area.

Operating Backdrop and Financial Impact

The merger comes as apartment owners face a more demanding operating environment. Independence Realty Trust reported third-quarter 2026 same-store revenue growth of 2.0%, while a 2.5% rise in operating expenses limited same-store net operating income growth to 1.6%. Portfolio average occupancy declined 40 basis points to 95.0% in the quarter and was down 30 basis points to 95.1% for the first nine months.

Management said the transaction is expected to be approximately 5% accretive to 2027 core funds from operations per share on a leverage-neutral basis, with net asset value accretion expected immediately.

What to Watch Before Closing

Remaining items include certification and SEC filing of the final vote results, lender consents for Centerspace's designated mortgage loans, and whether the parties maintain the anticipated end-of-fourth-quarter 2026 closing timetable. After closing, attention will turn to whether the combined company achieves the projected 2027 accretion, controls expenses and manages occupancy and concessions as new supply affects selected markets.

The completion of the merger is subject to the satisfaction or waiver of the remaining closing conditions, and the companies noted that the transaction may not close on the proposed terms or timeline, or at all.

Sources

• Independence Realty Trust, Inc. press release: Independence Realty Trust Stockholders and Centerspace Shareholders Approve Merger