Independence Realty Trust will exchange 3.800 shares of its common stock for each eligible Centerspace share when the Merger closes. The agreement also caps regular quarterly distributions at $0.18 per IRT share and $0.77 per Centerspace share, defining investor consideration and Dividend terms before closing.

Key Highlights

  • Centerspace shareholders would receive cash for fractional IRT shares resulting from the exchange.
  • Regular quarterly distributions are capped at $0.77 per Centerspace share and $0.18 per IRT share before closing.
  • Certain unvested Centerspace Equity awards would convert into IRT stock or cash-settled consideration.

The exchange is subject to the agreement’s conditions and would take effect when the merger closes.

Centerspace Merger Sets Stock Consideration

Independence Realty Trust (NYSE: IRT) entered into the merger agreement with Centerspace and their operating partnerships on September 8, 2026. Under the planned structure, an IRT Subsidiary would merge with Centerspace, which would remain as the surviving real estate Investment trust. An IRT operating-partnership subsidiary would then merge with Centerspace, LP, with Centerspace, LP surviving that transaction. The exchange ratio will not change because of movements in IRT common stock before the transactions are completed. Fractional shares would be settled with cash. IRT may modify the transaction structure before definitive proxy materials are filed, provided the change does not reduce consideration or adversely affect specified tax, economic or closing conditions.

Dividend Limits Apply Before Closing

Until termination or completion, Centerspace generally cannot declare or pay distributions without IRT’s written consent, except for regular quarterly payments of up to $0.77 per share. IRT faces a corresponding limit of $0.18 per share for regular quarterly distributions without Centerspace’s consent. The parties must coordinate dividend record and payment dates so Centerspace shareholders do not receive more than one distribution, or miss a distribution, for a calendar quarter. Either trust may also declare a cash REIT distribution when required to preserve REIT status or avoid income or excise tax. A qualifying IRT distribution before closing can adjust the exchange ratio using $16.09, while a qualifying Centerspace distribution uses the same $16.09 reference. Unvested Centerspace restricted stock units and stock Options would be converted or replaced with IRT equity arrangements under specified terms. Certain awards would instead become vested and convert into IRT shares plus cash for unpaid dividend equivalents, subject to Withholding taxes.