CENTERSPACE

Current report

The Mergers may not be consummated on the terms or timeline currently contemplated, or at all. Consummation of the Mergers is subject to many conditions, including obtaining certain regulatory approvals outside our control, and if these conditions are not satisfied or waived, the Mergers will not be consummated, which could adversely affect our business and, in certain circumstances, result in Centerspace being required to pay a termination fee to IRT.

Current report

Consummation of the Mergers is subject to certain conditions, including: (1) the receipt of required approvals from IRT’s stockholders and from Centerspace’s shareholders; (2) approval for listing on the NYSE, subject to official notice of issuance, of the shares of IRT Common Stock to be issued in the Mergers, including shares of IRT Common Stock issuable upon conversion of IROP Common Units and IROP preferred units issued in the Partnership Merger; (3) the effectiveness of the registration statement relating to the Mergers, and no stop order suspending the effectiveness of such registration statement and no proceedings for such purpose shall have been initiated by the SEC and not withdrawn; (4) the absence of a court order or other legal restraint preventing the consummation of the Mergers; (5) accuracy of each party’s representations and warranties, subject in most cases to materiality or material adverse effect qualifications; (6) material compliance with each party’s covenants; (7) receipt by Centerspace of an opinion to the effect that the Company Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; (8) receipt by IRT of an opinion of counsel to Centerspace that Centerspace qualifies as a REIT under the Internal Revenue Code, and receipt by Centerspace of an opinion of counsel to IRT that IRT qualifies as a REIT under the Internal Revenue Code; and (9) the absence of any continuing material adverse effect on Centerspace or IRT since the date of the Merger Agreement.

Current report

Neither IRT nor Centerspace can provide assurance that the conditions to consummation of the Mergers will be satisfied or waived, and accordingly, that the Mergers will be consummated on the terms or timeline that the parties anticipate, or at all. IRT or Centerspace may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the Mergers are not consummated on or before June 30, 2027.

Current report

Failure to consummate the Mergers may adversely affect Centerspace’s results of operations, financial condition and business prospects for many reasons, including, among others:

Current report

•Centerspace may experience negative reactions from the financial markets, including negative impacts on the market price of Centerspace Common Shares;

Current report

•Centerspace will have incurred substantial costs relating to the Mergers, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration costs that have already been incurred or will continue to be incurred until consummation of the Mergers, which could adversely affect its financial condition, results of operations and ability to make distributions to its shareholders and to pay the principal of and interest on its outstanding indebtedness;

Current report

•the Mergers, whether or not they close, will divert the attention of the management of Centerspace instead of enabling management to more fully pursue other opportunities that could be beneficial to Centerspace, in each case, without realizing any of the benefits of having consummated the Mergers or the other transactions contemplated by the Merger Agreement;

Current report

•Centerspace may experience negative reactions from employees; and

Current report

•any reputational harm due to the adverse perception of any failure to successfully consummate the Mergers.

Current report

Upon a termination of the Merger Agreement, under certain circumstances specified therein, including entering into an agreement with respect to a superior proposal, Centerspace will be required to pay IRT a termination fee of $45.0 million.

Current report

In addition, IRT has the right, in its sole discretion and by written notice to Centerspace, to defer the closing of the Mergers (the “Closing”) until the earliest of (i) the tenth business day after, with respect to each designated mortgage loan of Centerspace’s subsidiaries that has not been repaid, refinanced or defeased in accordance with the Merger Agreement, the applicable lender has granted the required lender consent to the transactions contemplated by the Merger Agreement or has indicated that it is ready, willing and able to grant that consent subject only to the Closing and satisfaction of conditions thereto that by their nature are to be satisfied at the Closing and all other conditions to the effectiveness of that consent have been satisfied or waived, and (ii) the tenth business day before June 30, 2027.

Current report

The Exchange Ratio will not be adjusted in the event of any change in the price of IRT Common Stock or Centerspace Common Share or in the relative values of IRT and Centerspace.

Current report

At the effective time of the Company Merger, each issued and outstanding Centerspace Common Share (other than certain shares set forth in the Merger Agreement) will be automatically converted into the right to receive newly issued shares of IRT Common Stock equal to the Exchange Ratio, with cash paid in lieu of fractional shares. At the effective time of the Partnership Merger, each issued and outstanding common unit of the Company OP will be automatically converted into the right to receive a number of IROP Common Units equal to the Exchange Ratio, rounded up to the nearest whole unit (for each holder of Company OP common units, after aggregation of all fractional IROP Common Units otherwise to be received by such holder). The Exchange Ratio will not be adjusted for changes in the market price of IRT Common Stock or Centerspace Common Shares or in the relative values of IRT and Centerspace. It may be adjusted for stock splits, reverse stock splits, combinations, subdivisions or reclassifications of IRT Common Stock and Centerspace Common Shares and for certain dividends with a record date before the date the Closing occurs (the “Closing Date”) in order for a party to continue to qualify as a REIT under the Internal Revenue Code and/or to avoid the incurrence of income or excise tax, as provided in the Merger Agreement (“REIT Dividends”). The price of IRT Common Stock at the Closing may vary from its price on September 8, 2026, the date the Merger Agreement was first executed. Changes in the price of IRT Common Stock prior to consummation of the Mergers will affect the market value of the merger consideration, which may be more or less than the fair value of Centerspace’s net assets on the Closing Date. Changes in IRT Common Stock price may result from a variety of factors (many of which are beyond the control of IRT), including the following factors:

Current report

•market reaction to the announcement of the Mergers;

Current report

•changes in IRT’s business, operations, assets, liabilities or prospects;

Current report

•changes in market assessments of the business, operations, financial position and prospects of IRT and Centerspace;

Current report

•market assessments of the likelihood that the Mergers will be consummated;

Current report

•interest rates, general market and economic conditions and other factors generally affecting the price of IRT Common Stock;

Current report

•federal, state and local legislation, governmental regulation and legal developments in the businesses in which IRT and Centerspace operate; and

Current report

• other factors beyond the control of IRT or Centerspace.

Current report

Because the Exchange Ratio generally will not change in response to changes in market prices, the market value of consideration our shareholders receive may be lower than its value when the Merger Agreement was signed or when shareholders vote on the Company Merger.

Current report

Because the Mergers will be consummated after the date of the special meeting of the shareholders of Centerspace, at the time of the special meeting, Centerspace shareholders will not know the exact market value of the shares of IRT Common Stock that Centerspace shareholders will receive upon consummation of the Mergers.

Current report

•If the price of shares of IRT Common Stock declines between September 8, 2026, the date the Merger Agreement was first executed or the date of the Centerspace special meeting and the Closing Date, Centerspace shareholders will receive shares of IRT Common Stock that have a market value upon consummation of the Mergers that is less than the market value of such shares calculated pursuant to the Exchange Ratio on the date the Merger Agreement was first executed or on the date of the Centerspace special meeting.

Current report

The Exchange Ratio will not be adjusted for regular distributions or for changes in the market price of IRT Common Stock or Centerspace Common Shares. It may be adjusted for stock splits, reverse stock splits, combinations, subdivisions or reclassifications of IRT Common Stock or Centerspace Common Shares and for REIT Dividends with a record date before the Closing Date, as provided in the Merger Agreement and as described herein.

Current report

Therefore, Centerspace shareholders and the Company OP unitholders cannot be sure of the market value of the consideration they will receive upon consummation of the Mergers.

Current report

The pendency of the Mergers could adversely affect the business and operations of Centerspace.

Current report

In connection with the pending Mergers, current and prospective employees of Centerspace may experience uncertainty about their future roles with IRT following the Mergers, which may materially adversely affect the ability of Centerspace to attract and retain key personnel during the pendency of the Mergers. If Centerspace is unable to retain personnel who are critical to the future operations of the companies, Centerspace could face disruptions in its operations, loss of existing residents, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key IRT and Centerspace personnel could diminish the anticipated benefits of the Mergers. No assurance can be given that the combined company will be able to retain or attract employees to the same extent that IRT and Centerspace have previously been able to retain or attract their own employees. Additionally, Centerspace’s officers and employees may hold Centerspace Common Shares and Centerspace equity awards, and, if the Mergers are completed, these officers and employees may be entitled to consideration in respect of such Centerspace Common Shares and Centerspace equity awards as a result of the Mergers. These payments, individually or in the aggregate, could make retention of Centerspace officers and employees more difficult. Similarly, some current or prospective operators or vendors of Centerspace may delay or defer decisions, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of Centerspace, regardless of whether the Mergers are consummated.

Current report

We are subject to restrictions on the conduct of our business under the Merger Agreement that may limit our ability to pursue business opportunities before the Mergers are completed.

Current report

Under the Merger Agreement, we have agreed to use commercially reasonable efforts to conduct our business in the ordinary course consistent with past practice. In addition, subject to specified exceptions, we and our subsidiaries are restricted from taking certain actions without IRT’s consent, including declaring or paying certain distributions (including any potential special distribution using the proceeds of our recently completed dispositions of 14 apartment communities), repurchasing or issuing securities, acquiring or disposing of businesses or properties, incurring or modifying indebtedness, making certain changes to compensation and employee benefit arrangements, settling certain legal proceedings, changing accounting methods, entering into or modifying certain material contracts, and authorizing or committing to certain capital expenditures. These restrictions may prevent or delay us from pursuing business opportunities or taking actions with respect to our strategic plans or business operations that we otherwise would consider appropriate. These limitations could adversely affect our business, financial condition or results of operations, particularly if completion of the Mergers is delayed.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Mergers and may discourage third parties from offering a favorable alternative transaction proposal.

Current report

Under the Merger Agreement, subject to certain exceptions, we and our subsidiaries are restricted from soliciting, initiating, knowingly encouraging or knowingly facilitating inquiries or proposals that constitute, or could reasonably be expected to lead to, a Company Takeover Proposal (as defined in the Merger Agreement). We are also restricted from participating in discussions or negotiations regarding such proposals, furnishing nonpublic information in connection with such proposals, or entering into agreements concerning alternative acquisition transactions. Before obtaining the required approval of our shareholders, our Board may, under specified circumstances, furnish information and participate in discussions or negotiations concerning a proposal that constitutes or could reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement). Our ability to terminate the Merger Agreement to enter into an agreement concerning a Superior Company Proposal is subject to specified conditions, including advance notice to IRT and an opportunity for IRT to propose revisions to the Merger Agreement. Under certain circumstances following termination of the Merger Agreement, we would be required to pay IRT a termination fee of $45 million. These provisions may discourage third parties from proposing an alternative transaction, even if that transaction could be more favorable to our shareholders than the Mergers.

Current report

Management’s attention may be diverted from ongoing business operations and opportunities during the pendency of the Mergers.

Current report

The Mergers may divert management’s attention from ongoing business operations and opportunities. Completion of the Mergers will require a significant amount of time and focus from the management team of Centerspace, which may divert attention from day-to-day operations and the execution of other strategic initiatives. The diversion of management’s attention and any difficulties encountered in the transition and integration process could adversely affect the business, financial results and stock prices of the combined company.

Current report

An adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement, or the transactions contemplated thereby, could have a material adverse impact on the businesses of Centerspace and their ability to consummate the transactions contemplated by the Merger Agreement.

Current report

Transactions similar to the Mergers are frequently the subject of litigation or other legal proceedings, including actions alleging that either party’s board of directors or board of trustees, as applicable, breached their respective duties by entering into a merger agreement or any other claims (contractual or otherwise) arising out of a merger or the transactions related thereto. Purported shareholders of Centerspace and purported shareholders of IRT have sent demand letters and filed complaints regarding the Mergers. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on IRT’s or Centerspace’s ability to consummate the Mergers or their respective business, results of operations or financial position, including through the possible diversion of either company’s resources or distraction of key personnel.