CENTERSPACE 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures : As of December 31, 2023, the end of the period covered by this Report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting : There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2023. Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. As of December 31, 2023, management conducted an assessment of the effectiveness of our internal control over financial reporting, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2023, was effective. Our internal control over financial reporting includes policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions, acquisitions and dispositions of assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and the trustees; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. 38 Table of Contents Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with the policies or procedures. Our internal control over financial reporting as of December 31, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report on page F-3 of our Consolidated Financial Statements contained in our Annual Report on Form 10-K, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2023. Item 9B. Other Information During the fiscal quarter ended December 31, 2023, none of our trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Trustees, Executive Officers and Corporate Governance The information required by this Item regarding Trustees is incorporated by reference to the information under “Election of Trustees,” “Information About Our Executive Officers,” “Code of Conduct and Code of Ethics for Senior Financial Officers,” and “Board Committees” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report. Item 11. Executive Compensation The information required by this Item is incorporated by reference to the information under “Trustee Compensation,” “Compensation Discussion and Analysis” and “Executive Officer Compensation Tables” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this Item is incorporated by reference to the information under “Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report. Item 13. Certain Relationships and Related Transactions, and Trustee Independence The information required by this Item is incorporated by reference to the information under “Relationships and Related Party Transactions” and “Corporate Governance and Board Matters” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report. Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated by reference to the information under “Accounting and Audit Committee Matters” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report. PART IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of this report : 1. Financial Statements See the “Table of Contents” to our Consolidated Financial Statements on page F-1 of this Report. 39 Table of Contents 2. Financial Statement Schedules See the “Table of Contents” to our Consolidated Financial Statements on page F-1 of this Report. The following financial statement schedules should be read in conjunction with the financial statements referenced in Part II, Item 8 of this Report: Schedule III Real Estate and Accumulated Depreciation 3. Exhibits See the Exhibit Index set forth in part (b) below. The Exhibit Index below lists the exhibits to this Report. We will furnish a printed copy of any exhibit listed below to any security holder who requests it upon payment of a fee of 15 cents per page. All Exhibits are either contained in this Report or are incorporated by reference as indicated below. Item 16. 10-K Summary None. 40 Table of Contents EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 3.1. Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust adopted on September 23, 2003, as amended on September 18, 2007 (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the Commission on June 30, 2014). 3.2 Seventh Restated Trustee’s Regulations (Bylaws) of Investors Real Estate Trust, adopted on April 27, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020). 3.3 Articles Supplementary to the Company’s Articles of Amendment and Third Restated Declaration of Trust designating the Company’s 6.625% Series C Cumulative Redeemable Preferred Shares, no par value per share (incorporated by reference to Exhibit 3. 2 of the Company’s Registration Statement on Form 8-A filed with the SEC on September 28, 2017). 4.1 Note Purchase and Private Shelf Agreement, dated as of September 13, 2019, by and among IRET Properties, a North Dakota Limited Partnership, as the Issuer, Investors Real Estate Trust, as the Parent, IRET, Inc., as the General Partner, certain subsidiaries of the Parent, PGIM, Inc., an affiliate of Prudential Financial, Inc., certain affiliates of PGIM, Inc., and the Purchasers of the Series A Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2019). 4.2 Form of Series A Senior Note under the Note Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2019). 4.3 Form of Series B Notes under the Note Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated October 1, 2019). 4.4 Form of Guaranty Agreement under the Note Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2019). 4.5 Description of Securities (incorporated by reference to Exhibit 4.5 to the Company ’ s Annual Report on Form 10-K filed with the Commission on February 19, 2020). 4.6 Amendment to Note Purchase and Private Shelf Agreement, dated as of September 13, 2019, by and among Centerspace, LP, a North Dakota Limited Partnership, as the Issuer, Investors Real Estate, as the Parent, Centerspace, Inc., as the General Partner, certain subsidiaries of the Parent, PGIM Inc., an affiliate of Prudential Financial, Inc., certain affiliates of PGIM, Inc., and the Purchasers of the Series A Notes (incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed with the Commission on January 7, 2021). 4.7 Form of Series C Notes under Note Agreement (incorporated by reference to Exhibit 4.2 to the Company ’ s Current Report on Form 8-K filed with the Commission on January 7, 2021). 4.8 Confirmation of Guarantee Agreement, dated as of January 6, 2021, by an among Centerspace, Inc., Investors Real Estate Trust, IRET - Grand Gateway Apartments, LLC, IRET - Homestead Gardens II, LLC, IRET - River Ridge Apartments, LLC, IRET - Valley Park Manor, LLC, and the Holders of Notes thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 7, 2021). 4.9 Note Purchase Agreement, dated September 17, 2021, by and among Centerspace, Centerspace, LP, Centerspace, Inc., Allianz Life Insurance Company of North America, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company, Prudential Annuities Life Assurance Corporation, The Prudential Insurance Company of America, The Prudential Life Insurance Company, Ltd., and Nassau Life Insurance Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021). 4.10 Form of Series 2021-A Senior Note (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021). 4.11 Form of Series 2021-B Senior Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021). 4.12 Form of Series 2021-C Senior Note (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021). 4.13 Form of Series 2021-D Senior Note (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021). 4.14 Guarantee Agreement, dated September 17, 2021 of Centerspace, LP Note (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021). 4.15 Amendment No. 2 to Note Purchase and Private Shelf Agreement, dated September 17, 2021, and related Exhibit B attached thereto, by and among Centerspace, Centerspace, LP, Centerspace, Inc., PGIM, Inc., an affiliate of Prudential Financial, Inc. and certain affiliates of PGIM, Inc. Note (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021). 41 Table of Contents EXHIBIT NO. DESCRIPTION 10.1** 2015 Incentive Plan dated June 23, 2015 (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on August 3, 2015). 10.2** Amendment to 2015 Incentive Plan dated April 19, 2016 (incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed with the Commission on June 29, 2016). 10.3** Amendment to 2015 Incentive Plan dated March 13, 2020 (incorporated herein by reference to Appendix B to the Company ’ s Proxy Statement on Schedule 14A filed with the Commission on April 6, 2020). 10.4** Form of Trustee Stock Award Agreement under the 2015 Incentive Plan dated June 22, 2016 (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the Commission on June 29, 2016). 10.5** Form of Performance Stock Award Agreement under the 2015 Incentive Plan dated June 22, 2016 (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Commission on June 29, 2016). 10.6** Form of Stock Award Agreement under the 2015 Incentive Plan dated June 22, 2016 (incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Commission on June 29, 2016). 10.7** Form of Stock Award Agreement (one-year measurement period) under the 2015 Incentive Plan dated September 16, 2015 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2015). 10.8** Form of Stock Award Agreement (two-year measurement period) under the 2015 Incentive Plan dated September 16, 2015 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2015). 10.9** Form of Stock Award Agreement (three-year measurement period) under the 2015 Incentive Plan dated September 16, 2015 (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2015). 10.10** Form of Change in Control Severance Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 7, 2015). 10.11** Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2015). 10.12 Second Amended and Restated Credit Agreement and related Annex I attached thereto, dated as of August 31, 2018, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the Commission on September 6, 2018). 10.13 First Amendment to Second Amended and Restated Credit Agreement and related Annex I attached thereto, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to Exhibit 10.12 to the Company ’ s Annual Report on From 10-K filed with the Commission on February 19, 2020). 10.14 Second Amendment to Second Amended and Restated Credit Agreement and related Annex I attached thereto, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 17, 2019). 10.15 Amended and Restated Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership (as amended and restated through February 27, 2019) (incorporated by reference to Exhibit 10.30 to the Company ’ s Transition Report on Form 10-K filed with the Commission on February 27, 2019). 10.16 Third Amendment to the Amended and Restated Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership (incorporated herein by reference to Exhibit 3.2 to the Registrant ’ s Current Report on Form 8-K filed on October 2, 2017). 10.17 Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership, dated as of February 26, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on February 27, 2019). 42 Table of Contents EXHIBIT NO. DESCRIPTION 10.18 Form of Contribution Agreement, dated as of June 3, 2021, by and between Seller and Centerspace, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2021). 10.19 Form of Tax Protection Agreement, by and among Seller, Centerspace, and Centerspace, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2021). 10.20 Amendment to Limited Partnership Agreement of the Partnership, dated September 1, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 2, 2021). 10.21 Master Credit Facility, dated as of September 1, 2021, among certain wholly-owned subsidiaries of Centerspace and Walker & Dunlop, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 2, 2021). 10.22 Assumption Agreement and Amendment to Loan Documents, dated as of September 1, 2021, among CSR - Palisades, LLC, Minnesota Life Insurance Company and Palisades Limited Partnership (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 2, 2021). 10.23 Third Amended and Restated Credit Agreement, dated as of September 30, 2021, among Centerspace, LP, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, KeyBank, National Association and PNC Bank, National Association, as Syndicated Agents, and Bank of Montreal, as Administrative Agent Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2021). 10.24 Equity Distribution Agreement dated September 10, 2021 between the Company and BMO Capital Markets Corp., BTIG, LLC, Jefferies LLC, Raymond James & Associates, Inc., BofA Securities, Inc., UBS Securities LLC, Piper Sandler & Co., and certain of their affiliates (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 10, 2021). 10.25 Term Loan Agreement, dated as of November 22, 2022, among Centerspace, LP, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and PNC Bank, National Association, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 28, 2022). 10.26 Employment Agreement, effective March 31, 2023, by and between the Company and Anne Olson (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2023). 10.27 Form of Change in Control Severance Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2023). 10.28 Separation Agreement, effective as of March 31, 2023, by and between the Company and Mark Decker, Jr. (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report o n Form 8-K filed with the Commission on March 23, 2023). 10.29 Promissory Note, dated April 26, 2023, by CSR - PARKHOUSE, LLC in favor of State Farm Life Insurance Company (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2023). 10.30 Deed of Trust, Security Agreement and Fixture Filing with Assignment of Leases and Rents, dated April 26, 2023, by CSR - PARKHOUSE, LLC, in favor of the Public Trustee of the County (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2023). 10.31 Guaranty Agreement, dated April 26, 2023, by Centerspace in favor of State Farm Life (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2023). 10.32 First Amendment to Third Amended and Restated Credit Agreement, dated as of May 31, 2023, among Centerspace, LP, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, KeyBank, National Association and PNC Bank, National Association, as Syndicated Agents, and Bank of Montreal, as Administrative Agent (incorporated herein by reference to E xhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on June 2, 2023). 19.1 † I nsider Trading Policy 21.1 † Subsidiaries of Centerspace 23.1 † Consent of Independent Registered Public Accounting Firm 24.1 † Power of Attorney (included on the signature page to this Annual Report on Form 10-K and incorporated by reference herein). 43 Table of Contents EXHIBIT NO. DESCRIPTION 31.1 † Section 302 Certification of President and Chief Executive Officer 31.2 † Section 302 Certification of Chief Financial Officer 32.1 † Section 906 Certification of the President and Chief Executive Officer 32.2 † Section 906 Certification of the Chief Financial Officer 97.1 † Clawback Policy 101 † The following materials from our Annual Report on Form 10-K for the twelve-months ended December 31, 2023 formatted in Inline eXtensible Business Reporting Language (“XBRL”): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, (v) notes to these Consolidated Financial Statements, and (vi) the Cover Page to our Annual Report on From 10-K. 104 Cover Page Interactive Data File (formatted as Inline iXBRL and contained in Exhibit 101) † Filed herewith ** Indicates management compensatory plan, contract or arrangement. 44 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 20, 2024 Centerspace By: /s/ Anne Olson Anne Olson President & Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ John A. Schissel John A. Schissel Trustee & Chairman February 20, 2024 /s/ Anne Olson Anne Olson President & Chief Executive Officer (Principal Executive Officer); Trustee February 20, 2024 /s/ Bhairav Patel Bhairav Patel Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 20, 2024 /s/ Emily Nagle Green Emily Nagle Green Trustee February 20, 2024 /s/ Linda J. Hall Linda J. Hall Trustee February 20, 2024 /s/ Jeffrey P. Caira Jeffrey P. Caira Trustee February 20, 2024 /s/ Mary J. Twinem Mary J. Twinem Trustee February 20, 2024 /s/ Rodney Jones-Tyson Rodney Jones-Tyson Trustee February 20, 2024 /s/ Ola O. Hixon Ola O. Hixon Trustee February 20, 2024 45 Table of Contents CENTERSPACE AND SUBSIDIARIES TABLE OF CONTENTS PAGE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID Number 248 ) F- 2 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Comprehensive Income (Loss) F- 6 Consolidated Statements of Equity F- 7 Consolidated Statements of Cash Flows F- 8 Notes to Consolidated Financial Statements F- 10 ADDITIONAL INFORMATION Schedule III - Real Estate and Accumulated Depreciation F- 30 Schedules other than those listed above are omitted since they are not required or are not applicable, or the required information is shown in the Consolidated F inancial Statements or notes thereon. F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Trustees and Shareholders Centerspace Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Centerspace (a North Dakota real estate investment trust) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 20, 2024 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2012. Minneapolis, Minnesota February 20, 2024 F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Trustees and Shareholders Centerspace Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Centerspace (a North Dakota real estate investment trust) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 20, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Minneapolis, Minnesota February 20, 2024 F-3 Table of Contents CENTERSPACE AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) December 31, 2023 December 31, 2022 ASSETS Real estate investments Property owned $ 2,420,146 $ 2,534,124 Less accumulated depreciation ( 530,703 ) ( 535,401 ) Total real estate investments 1,889,443 1,998,723 Cash and cash equivalents 8,630 10,458 Restricted cash 639 1,433 Other assets 27,649 22,687 TOTAL ASSETS $ 1,926,361 $ 2,033,301 LIABILITIES, MEZZANINE EQUITY, AND EQUITY LIABILITIES Accounts payable and accrued expenses $ 62,754 $ 58,812 Revolving lines of credit 30,000 113,500 Notes payable, net of unamortized loan costs of $ 541 and $ 993 , respectively 299,459 399,007 Mortgages payable, net of unamortized loan costs of $ 3,427 and $ 3,615 , respectively 586,563 495,126 TOTAL LIABILITIES $ 978,776 $ 1,066,445 COMMITMENTS AND CONTINGENCIES (NOTE 12) SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at December 31, 2023 and 2022, aggregate liquidation preference of $ 16,560 ) $ 16,560 $ 16,560 EQUITY Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $ 25 per share liquidation preference, 3,881 shares issued and outstanding at December 31, 2023 and 2022, aggregate liquidation preference of $ 97,036 ) 93,530 93,530 Common Shares of Beneficial Interest (Unlimited authorization, no par value, 14,963 shares issued and outstanding at December 31, 2023 and 15,020 shares issued and outstanding at December 31, 2022) 1,165,694 1,177,484 Accumulated distributions in excess of net income ( 548,273 ) ( 539,422 ) Accumulated other comprehensive loss ( 1,119 ) ( 2,055 ) Total shareholders’ equity $ 709,832 $ 729,537 Noncontrolling interests – Operating Partnership and Series E preferred units 220,544 220,132 Noncontrolling interests – consolidated real estate entities 649 627 TOTAL EQUITY $ 931,025 $ 950,296 TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,926,361 $ 2,033,301 See Notes to Consolidated Financial Statements. F-4 Table of Contents CENTERSPACE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ( in thousands, except per share data) Year Ended December 31, 2023 2022 2021 REVENUE $ 261,309 $ 256,716 $ 201,705 EXPENSES Property operating expenses, excluding real estate taxes 77,053 80,070 57,753 Real estate taxes 28,759 28,567 24,104 Property management expense 9,353 9,895 8,752 Casualty loss 2,095 1,591 344 Depreciation and amortization 101,678 105,257 92,165 Impairment of real estate investments 5,218 — — General and administrative expenses 20,080 17,516 16,213 TOTAL EXPENSES 244,236 242,896 199,331 Gain on sale of real estate and other investments 71,244 41 27,518 Loss on litigation settlement ( 3,864 ) — — Operating income 84,453 13,861 29,892 Interest expense ( 36,429 ) ( 32,750 ) ( 29,078 ) Interest and other income (loss) 1,207 1,248 ( 2,915 ) NET INCOME (LOSS) 49,231 ( 17,641 ) ( 2,101 ) Dividends to Series D preferred unitholders ( 640 ) ( 640 ) ( 640 ) Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units ( 7,141 ) 4,299 2,806 Net income attributable to noncontrolling interests – consolidated real estate entities ( 125 ) ( 127 ) ( 94 ) Net income (loss) attributable to controlling interests 41,325 ( 14,109 ) ( 29 ) Dividends to preferred shareholders ( 6,428 ) ( 6,428 ) ( 6,428 ) NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ 34,897 $ ( 20,537 ) $ ( 6,457 ) NET INCOME (LOSS) PER COMMON SHARE – BASIC $ 2.33 $ ( 1.35 ) $ ( 0.47 ) NET INCOME (LOSS) PER COMMON SHARE – DILUTED $ 2.32 $ ( 1.35 ) $ ( 0.47 ) Weighted average shares - basic 14,994 15,216 13,803 Weighted average shares - dilutive 17,118 15,216 13,803 See Notes to Consolidated Financial Statements. F-5 Table of Contents CENTERSPACE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2023 2022 2021 NET INCOME (LOSS) $ 49,231 $ ( 17,641 ) $ ( 2,101 ) Other comprehensive income (loss): Unrealized gain from derivative instrument — 1,581 2,383 Loss on derivative instrument reclassified into earnings 936 799 9,087 Total comprehensive income (loss) $ 50,167 $ ( 15,261 ) $ 9,369 Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units ( 6,985 ) 4,708 4,407 Net comprehensive income attributable to noncontrolling interests – consolidated real estate entities ( 125 ) ( 127 ) ( 94 ) Comprehensive income (loss) attributable to controlling interests $ 43,057 $ ( 10,680 ) $ 13,682 See Notes to Consolidated Financial Statements. F-6 Table of Contents CENTERSPACE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except per share amounts) NUMBER ACCUMULATED ACCUMULATED OF DISTRIBUTIONS OTHER NONREDEEMABLE PREFERRED COMMON COMMON IN EXCESS OF COMPREHENSIVE NONCONTROLLING TOTAL SHARES SHARES SHARES NET INCOME LOSS INTERESTS EQUITY Balance at December 31, 2020 $ 93,530 13,027 $ 968,263 $ ( 427,681 ) $ ( 15,905 ) $ 54,616 $ 672,823 Net loss attributable to controlling interest and noncontrolling interests ( 29 ) ( 2,712 ) ( 2,741 ) Change in fair value of derivatives and amortization of swap settlements 11,470 11,470 Distributions – common shares and Units ($ 2.84 per share and Unit) ( 40,180 ) ( 2,489 ) ( 42,669 ) Distributions – Series C preferred shares ($ 1.65625 per Series C share) ( 6,428 ) ( 6,428 ) Distributions – Series E preferred units ($ 1.291667 per unit) ( 2,343 ) ( 2,343 ) Share-based compensation, net of forfeitures 28 2,689 2,689 Sale of common shares, net 1,817 156,038 156,038 Issuance of Series E preferred units 44,905 172,608 217,513 Redemption of Units for common shares 144 ( 4,714 ) 4,714 — Change in value of Series D preferred units ( 8,771 ) ( 8,771 ) Other — ( 1,155 ) ( 146 ) ( 1,301 ) Balance at December 31, 2021 $ 93,530 15,016 $ 1,157,255 $ ( 474,318 ) $ ( 4,435 ) $ 224,248 $ 996,280 Net loss attributable to controlling interests and noncontrolling interests ( 14,109 ) ( 4,172 ) ( 18,281 ) Change in fair value of derivatives and amortization of swap settlements 2,380 2,380 Distributions – common shares and Units ($ 2.92 per share and Unit) ( 44,567 ) ( 2,878 ) ( 47,445 ) Distributions – Series C preferred shares ($ 1.65625 per Series C share) ( 6,428 ) ( 6,428 ) Distributions – Series E preferred units ($ 3.875 per unit) ( 7,029 ) ( 7,029 ) Share-based compensation, net of forfeitures 25 2,615 2,615 Sale of common shares, net 321 31,439 31,439 Issuance of units 13,023 9,859 22,882 Redemption of Units for common shares 24 ( 1,353 ) 1,353 — Redemption of Units for cash ( 4,141 ) ( 4,141 ) Redemption of Series E preferred units for common shares 67 ( 3,667 ) 3,667 — Shares repurchased ( 432 ) ( 29,059 ) ( 29,059 ) Change in value of Series D preferred units — 8,771 8,771 Shares withheld for taxes ( 1,284 ) ( 1,284 ) Other ( 1 ) ( 256 ) ( 148 ) ( 404 ) Balance at December 31, 2022 $ 93,530 15,020 $ 1,177,484 $ ( 539,422 ) $ ( 2,055 ) $ 220,759 $ 950,296 Net income attributable to controlling interests and noncontrolling interests 41,325 7,266 48,591 Amortization of swap settlements 936 936 Distributions – common shares and Units ($ 2.92 per share and Unit) ( 43,748 ) ( 2,694 ) ( 46,442 ) Distributions – Series C preferred shares ($ 1.65625 per Series C share) ( 6,428 ) ( 6,428 ) Distributions – Series E preferred units ($ 3.875 per unit) ( 6,756 ) ( 6,756 ) Share-based compensation, net of forfeitures 20 3,295 3,295 Redemption of Units for common shares 109 ( 1,910 ) 1,910 — Redemption of Series E preferred units for common shares 31 ( 1,390 ) 1,390 — Shares repurchased ( 216 ) ( 11,539 ) ( 11,539 ) Other ( 1 ) ( 246 ) ( 682 ) ( 928 ) Balance at December 31, 2023 $ 93,530 14,963 $ 1,165,694 $ ( 548,273 ) $ ( 1,119 ) $ 221,193 $ 931,025 See Notes to Consolidated Financial Statements. F-7 Table of Contents CENTERSPACE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 49,231 $ ( 17,641 ) $ ( 2,101 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization, including amortization of capitalized loan costs 103,172 106,208 93,110 Gain on sale of real estate, land, and other investments ( 71,240 ) ( 41 ) ( 27,518 ) Share-based compensation expense 3,295 2,615 2,689 Impairment of real estate investments 5,218 — — (Gain) loss on interest rate swap termination, amortization, and mark-to-market 936 ( 118 ) 4,931 Provision for bad debt 340 1,355 2,304 Other, net 1,436 ( 392 ) 265 Changes in other assets and liabilities: Other assets ( 760 ) ( 645 ) ( 5,402 ) Accounts payable and accrued expenses ( 2,108 ) 650 15,750 Net cash provided by operating activities $ 89,520 $ 91,991 $ 84,028 CASH FLOWS FROM INVESTING ACTIVITIES Increase in mortgages and real estate related notes receivable ( 1,579 ) — ( 18,614 ) Net proceeds from sale of real estate and other investments 223,259 41 61,334 Payments for acquisitions of real estate assets ( 42,226 ) ( 104,666 ) ( 273,566 ) Payments for improvements of real estate assets ( 58,825 ) ( 56,568 ) ( 31,303 ) Payments for non-real estate assets — ( 122 ) ( 1,264 ) Other investing activities ( 420 ) 1,221 ( 3,812 ) Net cash provided by (used by) investing activities $ 120,209 $ ( 160,094 ) $ ( 267,225 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from mortgages payable 90,000 — 196,725 Principal payments on mortgages payable ( 46,749 ) ( 28,960 ) ( 36,282 ) Proceeds from revolving lines of credit 135,104 191,860 258,580 Principal payments on revolving lines of credit ( 218,604 ) ( 154,360 ) ( 335,451 ) Net proceeds from notes payable and other debt — 99,529 174,544 Principal payments on notes payable and other debt ( 100,000 ) — ( 145,000 ) Payments for termination of interest rate swaps — ( 3,209 ) ( 3,804 ) Proceeds from sale of common shares, net of issuance costs — 31,439 156,038 Repurchase of common shares ( 11,539 ) ( 29,059 ) — Repurchase of partnership units ( 38 ) ( 4,141 ) — Distributions paid to common shareholders ( 43,742 ) ( 44,461 ) ( 38,487 ) Distributions paid to preferred shareholders ( 6,428 ) ( 6,428 ) ( 6,428 ) Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units ( 9,530 ) ( 9,797 ) ( 4,916 ) Distributions paid to preferred unitholders ( 640 ) ( 640 ) ( 640 ) Other financing activities ( 185 ) ( 404 ) ( 367 ) Net cash provided by (used by) financing activities $ ( 212,351 ) $ 41,369 $ 214,512 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 2,622 ) ( 26,734 ) 31,315 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR 11,891 38,625 7,310 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR $ 9,269 $ 11,891 $ 38,625 F-8 Table of Contents CENTERSPACE AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) Year Ended December 31, 2023 2022 2021 SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Accrued capital expenditures $ 9,747 $ 6,008 $ 5,253 Operating partnership units converted to common shares ( 1,910 ) ( 1,353 ) ( 4,714 ) Distributions declared but not paid 11,552 11,625 11,411 Retirement of shares withheld for taxes 190 1,284 933 Loss on litigation settlement 1,000 — — Involuntary conversion of assets ( 4,224 ) — — Real estate assets acquired through assumption of debt 52,723 41,623 20,000 Real estate assets acquired through issuance of operating partnership units — 22,882 — Fair value adjustment to debt ( 3,924 ) 1,224 2,367 Series E preferred units converted to common shares ( 1,390 ) ( 3,667 ) — Change in value of Series D preferred units — 8,771 ( 8,771 ) Real estate assets acquired through exchange of note receivable — 43,276 — Note receivable exchanged through real estate acquisition — ( 43,276 ) — Real estate acquired through issuance of Series E preferred units — — 217,513 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest 34,182 31,272 26,528 (in thousands) Balance sheet description December 31, 2023 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 8,630 $ 10,458 $ 31,267 Restricted cash 639 1,433 7,358 Total cash, cash equivalents and restricted cash $ 9,269 $ 11,891 $ 38,625 See Notes to Consolidated Financial Statements. F-9 Table of Contents CENTERSPACE AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 NOTE 1 • ORGANIZATION Centerspace, collectively with its consolidated subsidiaries (“Centerspace,” “the Company,” “we,” “us,” or “our”) is a North Dakota real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment and development of apartment communities. As of December 31, 2023, Centerspace owned interests in 72 apartment communities consisting of 13,088 apartment homes. NOTE 2 • BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership, and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions are eliminated in consolidation. The Company’s interest in the Operating Partnership as of December 31, 2023 and 2022 was 83.6 % and 82.9 %, respectively, of the limited partnership units of the Operating Partnership (“Units”), which includes 100 % of the general partnership interest. The Consolidated Financial Statements also reflect the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership has a general partner or controlling interest. This entity is consolidated into the Company’s operations with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATIONS Certain previously reported amounts have been reclassified to conform to the current financial statement presentation. These reclassifications had no impact on net income as reported in the Consolidated Statement of Operations, total assets, liabilities or equity as reported in the Consolidated Balance Sheets and the classifications within the Consolidated Statements of Cash Flows. Centerspace reclassified certain items within the disaggregated revenue table included in Note 2. RECENT ACCOUNTING PRONOUNCEMENTS The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”). Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures This ASU is intended to improve reportable segment disclosure requirements and address requests from investors for more detailed information about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The ASU will not have a material impact on the Consolidated Financial Statements. F-10 Table of Contents REAL ESTATE INVESTMENTS Real estate investments are recorded at cost less accumulated depreciation and an adjustment for impairment, if any. Property, consisting primarily of real estate investments, totaled $ 1.9 billion and $ 2.0 billion as of December 31, 2023 and 2022, respectively. Upon acquisitions of real estate, the Company assesses the fair value of acquired tangible assets (including land, buildings and personal property), which is determined by valuing the property as if it were vacant, and consider whether there were significant intangible assets acquired (for example, above- and below-market leases, the value of acquired in-place leases and resident relationships) and assumed liabilities, and allocate the purchase price based on these assessments. The as-if-vacant value is allocated to land, buildings, and personal property based on the Company’s determination of the relative fair values of these assets. The estimated fair value of the property is the amount that would be recoverable upon the disposition of the property. Techniques used to estimate fair value include discounted cash flow analysis and reference to recent sales of comparable properties. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. Land value is assigned based on the purchase price if land is acquired separately or based on a relative fair value allocation if acquired in a portfolio acquisition. Other intangible assets acquired include amounts for in-place lease values that are based upon the Company’s evaluation of the specific characteristics of the leases. Factors considered in the fair value analysis include an estimate of carrying costs and foregone rental income during hypothetical expected lease-up periods, considering current market conditions, and costs to execute similar leases. The Company also considers information about each property obtained during pre-acquisition due diligence, marketing, and leasing activities in estimating the relative fair value of the tangible and intangible assets acquired. Acquired above- and below-market lease values are recorded as the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental revenue over the remaining terms of the respective leases. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The Company uses a 10 - 37 year estimated life for buildings and improvements and a 5 - 10 year estimated life for furniture, fixtures, and equipment. Land is not depreciated. The Company follows the real estate project costs guidance in ASC 970, Real Estate – General, in accounting for the costs of development and redevelopment projects. As real estate is undergoing development or redevelopment, all project costs directly associated with and attributable to the development and construction of a project, including interest expense and real estate tax expense, are capitalized to the cost of the real property. The capitalization period begins when development activities and expenditures begin and are identifiable to a specific property and ends upon completion, which is when the asset is ready for its intended use. Generally, rental property is considered substantially complete upon issuance of a certificate of occupancy. General and administrative costs are expensed as incurred. The Company did no t capitalize interest during the years ended December 31, 2023, 2022, and 2021. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Renovations and improvements that improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life, generally five to twenty years . We periodically evaluate our long-lived assets, including real estate investments, for impairment indicators. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, we compare the estimated future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If our anticipated holding period for properties, the estimated fair value of properties or other factors change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of estimated cash flows is subjective and is based, in part, on assumptions regarding future physical occupancy, rental rates, and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. During the year ended December 31, 2023, the Company incurred a loss of $ 5.2 million for the impairment of two apartment communities. The Company recognized impairments of $ 3.0 million on one apartment community in Richfield, MN and $ 2.2 million on one apartment community in New Hope, MN. These properties were written-down to estimated fair value based on receipt of market offers to purchase the apartment communities. During the years ended December 31, 2022 and 2021, the Company did not record a loss for impairment on real estate. F-11 Table of Contents The Company classifies properties as held for sale when they meet the GAAP criteria, which include: (a) management commits to and initiates a plan to sell the asset; (b) the sale is probable and expected to be completed within one year under terms that are usual and customary for sales of such assets; and (c) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company generally considers these criteria met when the transaction has been approved by its Board of Trustees, there are no known significant contingencies related to the sale, and management believes it is probable that the sale will be completed within one year . The Company had no properties classified as held for sale at December 31, 2023 and 2022. Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal costs. The Company’s determination of fair value is based on inputs management believes are consistent with those that market participants would use. Estimates are significantly impacted by estimates of sales price, selling velocity, and other factors. Due to uncertainties in the estimation process, actual results could differ from such estimates. Depreciation is not recorded on assets classified as held for sale. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of bank deposits and deposits in a money market mutual fund. The Company is potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits. Although past bank failures have increased the risk of loss in such accounts, the Company has not experienced any losses in such accounts. As of December 31, 2023 and 2022, restricted cash consisted of $ 639,000 and $ 1.4 million, respectively, in escrows held by lenders. Escrows include funds deposited with a lender for payment of real estate taxes and insurance and reserves to be used for replacement of structural elements and mechanical equipment at certain communities. The funds are under the control of the lender. Disbursements are made after supplying written documentation to the lender . LEASES As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB Accounting Standards Codification (“ASC”) 842, Leases , using a method that represents a straight-line basis over the term of the lease. For the years ended December 31, 2023, 2022, and 2021, rental income represents approximately 98.1 %, 97.7 %, and 98.2 %, respectively, of total revenues and includes gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the years ended December 31, 2023, 2022, and 2021, other property revenues represent the remaining 1.9 %, 2.3 %, and 1.8 %, respectively, of total revenues and are primarily driven by other fee income, which is typically recognized when earned, at a point in time. Some of the Company’s apartment communities have commercial spaces available for lease. Lease terms for these spaces typically range from three to fifteen years . The leases for commercial spaces generally include options to extend the lease for additional terms. Many of the leases contain non-lease components for utility reimbursement from residents and common area maintenance from commercial tenants. Centerspace has elected the practical expedient to combine lease and non-lease components. The combined components are included in lease income and are accounted for under ASC 842. The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of December 31, 2023, was as follows: (in thousands) 2024 $ 1,824 2025 1,769 2026 1,608 2027 1,318 2028 929 Thereafter 5,366 Total scheduled lease income - operating leases $ 12,814 F-12 Table of Contents REVENUES AND GAINS ON SALE OF REAL ESTATE Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services. Revenue streams that are included in revenues from contracts with customers include other property revenues such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned. The following table presents the disaggregation of revenue streams for the years ended December 31, 2023, 2022, and 2021: (in thousands) Year ended December 31, Revenue Stream Applicable Standard 2023 2022 2021 Fixed lease income - operating leases Leases $ 243,931 $ 240,031 $ 189,452 Variable lease income - operating leases Leases 12,433 10,754 8,565 Other property revenue Revenue from contracts with customers 4,945 5,931 3,688 Total revenue $ 261,309 $ 256,716 $ 201,705 In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate and other investments when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold. For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 71.2 million, $ 41,000 , and $ 27.5 million, respectively, as a gain on the sale of real estate and other investments. Any gain or loss on real estate dispositions is net of certain closing and other costs associated with the disposition. MARKET CONCENTRATION RISK The Company is subject to increased exposure from economic and other competitive factors specific to markets where it holds a significant percentage of the carrying value of its real estate portfolio. As of December 31, 2023, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota and Denver, Colorado markets. INCOME TAXES The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code. Under those sections, a REIT which distributes at least 90 % of its REIT taxable income, excluding capital gains, as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to shareholders. For the years ended December 31, 2023, 2022, and 2021, the Company distributed in excess of 90 % of its taxable income and realized capital gains from property dispositions within the prescribed time limits. Accordingly, no provision has been made for federal income taxes in the accompanying Consolidated Financial Statements. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, the Company may be subject to certain state and local income and property taxes, and to federal income and excise taxes on undistributed taxable income. In general, however, if the Company qualifies as a REIT, no provisions for federal income taxes are necessary except for taxes on undistributed REIT taxable income and taxes on the income generated by a taxable REIT subsidiary (TRS). The Company has one TRS, which is subject to corporate federal and state income taxes on its taxable income at regular statutory rates. There were no income tax provisions or material deferred income tax items including any valuation allowances for the TRS for the years ended December 31, 2023, 2022, and 2021. The Company conducts its business activity as an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) through its Operating Partnership. UPREIT status allows us to accept the contribution of real estate in exchange for Units. Generally, such a contribution to a limited partnership allows for the deferral of gain by an owner of appreciated real estate. F-13 Table of Contents The following table indicates how distributions were characterized for federal income tax purposes for the years ended December 31, 2023, 2022, and 2021: CALENDAR YEAR 2023 2022 2021 Tax status of distributions Capital gain 48.79 % — 0.92 % Ordinary income 28.46 % 13.42 % 7.82 % Return of capital 22.75 % 86.58 % 91.26 % VARIABLE INTEREST ENTITY Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all of the Company’s assets and liabilities are held through a VIE. OTHER ASSETS As of December 31, 2023 and 2022, other assets consisted of the following amounts: in thousands December 31, 2023 December 31, 2022 Receivable arising from straight line rents $ 347 $ 556 Accounts receivable, net of allowance 267 217 Real estate related notes receivable 7,039 5,871 Prepaid assets 7,828 6,520 Other assets (1) 5,294 1,954 Intangible assets, net of accumulated amortization 2,723 2,112 Property and equipment, net of accumulated depreciation 2,798 3,120 Goodwill 491 866 Deferred charges and leasing costs 862 1,471 Total Other Assets $ 27,649 $ 22,687 (1) See Involuntary Conversion of Assets discussion below for additional information on insurance receivable included here. Intangible Assets. Intangible assets consist of in-place leases valued at the time of acquisition. For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 2.6 million, $ 12.3 million, and $ 13.5 million, respectively, of amortization expense related to these intangibles, included within depreciation and amortization in the Consolidated Statements of Operations. The intangible assets remaining at December 31, 2023 will be fully amortized in 2024. Property and equipment. Property and equipment consists primarily of office equipment located at the Company’s corporate offices in Minot, North Dakota and in Minneapolis, Minnesota. As of December 31, 2023 and 2022, property and equipment cost was $ 4.6 million and $ 4.9 million, respectively. The Consolidated Balance Sheets reflect these assets at cost, net of accumulated depreciation of $ 1.8 million as of December 31, 2023 and 2022, and are included within other assets. Real estate related notes receivable. In connection with the acquisition of Ironwood, an apartment community in New Hope, Minnesota, the Company acquired a tax increment financing note receivable (“TIF”) with an initial principal balance of $ 6.6 million. As of December 31, 2023 and 2022, the principal balance was $ 5.7 million and $ 6.1 million, respectively, which appears within other assets in the Consolidated Balance Sheets at fair value. The note bears an interest rate of 4.5 % with payments due in February and August of each year. In 2023, the Company originated a $ 15.1 million mezzanine loan for the development of an apartment community located in Inver Grove Heights, Minnesota. The mezzanine loan bears interest at 10.0 % per annum. As of December 31, 2023, the Company had funded $ 1.6 million of the mezzanine loan, which appears within other assets in the Consolidated Balance Sheets. The loan matures in December 2027 unless extended to December 2028 in accordance with the terms of the mezzanine loan agreement. The loan is secured by a pledge of and first priority security interest against 100% of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development. The loan represents an investment in an unconsolidated variable interest entity. The Company is not the primary beneficiary of the VIE as Centerspace does not have the power to direct the activities which most significantly impact the entity’s economic F-14 Table of Contents performance nor does Centerspace have significant influence over the entity. As of December 31, 2023, the note receivable appears within other assets in the Consolidated Balance Sheets at fair value. ADVERTISING COSTS Advertising costs are expensed as incurred and reported on the Consolidated Statement of Operations within the Property operating expenses, excluding real estate taxes line item. During the years ended December 31, 2023, 2022, and 2021 total advertising expense was $ 3.2 million, $ 3.2 million, and $ 2.5 million, respectively. SEVERANCE AND TRANSITION On March 23, 2023, the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) in connection with the departure of former CEO, Mark Decker, Jr. During the year ended December 31, 2023, the Company incurred total severance costs of $ 2.2 million for the cash severance and benefits for Mr. Decker, $ 737,000 in share-based compensation expense for the acceleration of certain equity awards, and $ 306,000 in other CEO transition related expenses. These expenses are included within general and administrative expenses in the Consolidated Statements of Operations. Refer to Note 13 for additional information on the share-based compensation expense. INVOLUNTARY CONVERSION OF ASSETS In April 2023, a portion of an apartment community was destroyed by fire. The Company recorded a write-down of the apartment community asset, in accordance with ASC 610-30 on involuntary conversion of non-monetary assets, totaling $ 1.3 million with an offsetting insurance receivable recorded within other assets on the Consolidated Balance Sheets. As of December 31, 2023, the estimated insurance claim was $ 1.9 million. Any amounts received in excess of the write-down will be recognized when received. During the year ended December 31, 2023, Centerspace recorded $ 2.0 million in write-downs to three apartment community assets due to separate insurance events with offsetting insurance receivables totaling $ 1.2 million recorded within other assets on the Consolidated Balance Sheets in accordance with ASC 610-30. LITIGATION SETTLEMENT During the year ended December 31, 2023, the Company recorded a loss on litigation settlement of $ 3.9 million due to a trial judgment entered against Centerspace for property damage, resulting in monetary losses. Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed a retaining wall at one of the Company’s properties was causing water damage to the neighboring property. The original judgment was ordered on October 9, 2023 for $ 2.9 million which the Company immediately paid. In November 2023, the claimant filed motions requesting additional interest on the judgment and trial costs. Subsequent to December 31, 2023, the claimant was awarded an additional $ 1.0 million in judgment related interest and costs. The Company paid the additional amount and recorded the loss on litigation for the year ended December 31, 2023. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit as the matter is still ongoing. NOTE 3 • NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares of beneficial interest (“common shares”) outstanding during the period. Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under its 2015 Incentive Plan, Series D Convertible Preferred Units (“Series D preferred units”), and Series E Convertible Preferred Units (“Series E preferred units”), which could have a dilutive effect on net income (loss) per share upon exercise of the RSUs, ISOs, or upon conversion of the Series D or Series E preferred units (refer to Note 4 for further discussion of the preferred units). Other than the issuance of RSUs, ISOs, Series D preferred units, and Series E preferred units, there are no outstanding options, warrants, convertible stock, or other contractual obligations requiring issuance of additional common shares that would result in a dilution of net income (loss). Under the terms of the Operating Partnership’s Agreement of Limited Partnership, limited partners have the right to require the Operating Partnership to redeem their limited partnership units (“Units”) any time following the first anniversary of the date they acquired such Units (“Exchange Right”). Upon the exercise of Exchange Rights, and in Centerspace’s sole discretion, it may issue common shares in exchange for Units on a one -for-one-basis. The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted net income (loss) per share reported in the Consolidated Financial Statements for the years ended December 31, 2023, 2022, and 2021: F-15 Table of Contents (in thousands, except per share data) Year Ended December 31, 2023 2022 2021 NUMERATOR Net income (loss) attributable to controlling interests 41,325 ( 14,109 ) ( 29 ) Dividends to preferred shareholders ( 6,428 ) ( 6,428 ) ( 6,428 ) Numerator for basic income per share – net income (loss) available to common shareholders 34,897 ( 20,537 ) ( 6,457 ) Noncontrolling interests – Operating Partnership and Series E preferred units 4,877 ( 4,299 ) ( 2,806 ) Dividends to preferred unitholders (1) — 640 640 Numerator for diluted income (loss) per share $ 39,774 $ ( 24,196 ) $ ( 8,623 ) DENOMINATOR Denominator for basic income (loss) per share weighted average shares 14,994 15,216 13,803 Effect of Series E preferred units 2,100 — — Effect of diluted restricted stock awards and restricted stock units 24 — — Denominator for diluted income (loss) per share 17,118 15,216 13,803 NET INCOME (LOSS) PER COMMON SHARE – BASIC $ 2.33 $ ( 1.35 ) $ ( 0.47 ) NET INCOME (LOSS) PER COMMON SHARE – DILUTED $ 2.32 $ ( 1.35 ) $ ( 0.47 ) (1) For the year ended December 31, 2023 , dividends to preferred unitholders of $ 640,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive. For the year ended December 31, 2023, Units of 925,000 and Series D preferred units of 228,000 , as converted, were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive. Including these items would have improved net income (loss) per share. For the year ended December 31, 2022, Units of 978,000 , Series E preferred units of 2.2 million, as converted, Series D preferred units of 228,000 , as converted, stock options of 28,000 , time-based RSUs of 10,000 , and performance-based restricted stock awards of 30,000 , were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive. Including these items would have improved net income (loss) per share. For the year ended December 31, 2021, Units of 899,000 , Series E preferred units of 729,000 , as converted, Series D preferred Units of 228,000 , as converted, stock options of 30,000 , time-based RSUs of 15,000 , and performance-based restricted stock awards of 32,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive. Including these items would have improved net income (loss) per share. NOTE 4 • EQUITY AND MEZZANINE EQUITY Operating Partnership Units. Outstanding Units in the Operating Partnership were 861,000 Units at December 31, 2023 and 971,000 Units at December 31, 2022. During the year ended December 31, 2022, Centerspace issued 209,000 Units as partial consideration for the acquisition of three apartment communities located in Minneapolis, Minnesota. Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the years ended December 31, 2023 and 2022 as detailed in the table below. (in thousands) Number of Total Book Units Value Year ended December 31, 2023 109 $ ( 1,910 ) Year ended December 31, 2022 24 $ ( 1,353 ) Pursuant to the exercise of exchange rights, the Company redeemed Units for cash during the years ended December 31, 2023 and 2022 as detailed in the table below. (in thousands, except per Unit data) Number of Aggregate Average Price Units Redeemed Cost Per Unit Year ended December 31, 2023 2 $ 130 $ 54.05 Year ended December 31, 2022 46 $ 4,141 $ 90.18 F-16 Table of Contents Series E Preferred Units (Noncontrolling interest). Centerspace had 1.7 million and 1.8 million Series E preferred units outstanding as of December 31, 2023 and 2022, respectively. Each Series E preferred unit has a par value of $ 100 . The Series E preferred unit holders receive a preferred distribution at the rate of 3.875 % per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.2048 Units. Centerspace has the option, at its sole election, to convert Series E preferred units into Units if its stock has traded at or above $ 83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $ 0.804 per Unit. The Series E preferred units have an aggregate liquidation preference of $ 172.5 million at December 31, 2023. The holders of the Series E preferred units do not have voting rights. The Company redeemed Series E preferred units in exchange for common shares in connection with Series E unitholders exercising their exchange rights during the years ended December 31, 2023 and 2022 as detailed below. (in thousands) Number of Series E Number of Total Preferred Units Redeemed Common Shares Issued Value Year ended December 31, 2023 26 31 $ 1,390 Year ended December 31, 2022 56 67 $ 3,667 The Company redeemed Series E preferred units in exchange for cash in connection with Series E unitholders exercising their exchange rights during the year ended December 31, 2023 as detailed below. (in thousands) Number of Series E Aggregate Average Price Preferred Units Redeemed Cost Per Series E Unit (1) Year ended December 31, 2023 7 $ 447 $ 52.45 (1) Average price per Series E unit factoring in conversion rate of 1.2048 Units for each Series E preferred unit Common Shares and Equity Awards . Common shares outstanding on December 31, 2023 and 2022, totaled 15.0 million. During the years ended December 31, 2023 and 2022, Centerspace issued approximately 19,606 and 24,613 common shares, respectively, with a total grant-date value of $ 1.8 million and $ 1.3 million, respectively, under its 2015 Incentive Plan, as share-based compensation for employees and trustees. These shares vested based on performance and service criteria. Refer to Note 13 for additional details on share-based compensation. During the years ended December 31, 2023 and 2022, approximately 15,000 and 2,000 common shares were forfeited under the 2015 Incentive Plan, respectively. Equity Distribution Agreement. Centerspace has an equity distribution agreement in connection with an at-the-market offering (“2021 ATM Program”) through which it may offer and sell common shares having an aggregate sales price of up to $ 250.0 million, in amounts and at times determined by management. Under the 2021 ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the 2021 ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. As of December 31, 2023, common shares having an aggregate offering price of up to $ 126.6 million remained available under the 2021 ATM Program. The table below provides details on the sale of common shares under the 2021 ATM Program during the years ended December 31, 2023 and 2022. (in thousands, except per share amounts) Number of Common Shares Total Consideration (1) Average Price Per Share (1) Year ended December 31, 2023 — $ — $ — Year ended December 31, 2022 321 $ 31,732 $ 98.89 (1) Total consideration is net of $ 338,000 in commissions for the year ended December 31, 2022. Share Repurchase Program . On March 10, 2022, the Board of Trustees approved a share repurchase program (the “ Share Repurchase Program”), providing for the repurchase of up to an aggregate of $ 50 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open-market purchases, privately-negotiated transactions, block trades, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The repurchases have no time limit and may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. The table below provides details on the shares repurchased during the F-17 Table of Contents years ended December 31, 2023 and 2022. As of December 31, 2023, the Company had $ 9.4 million remaining authorized for purchase under this program. (in thousands, except per share amounts) Number of Common Shares Aggregate Cost (1) Average Price Per Share (1) Year ended December 31, 2023 216 $ 11,539 $ 53.44 Year ended December 31, 2022 432 $ 29,059 $ 67.23 (1) Amount includes commissions. Series C Preferred Shares . As of December 31, 2023 and 2022, the Company had 3.9 million Series C preferred shares outstanding. The Series C preferred shares are nonvoting and redeemable for cash at $ 25.00 per share at Centerspace’s option. Holders of these shares are entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees). Distributions accrue at an annual rate of $ 1.65625 per share, which is equal to 6.625 % of the $ 25.00 per share liquidation preference ($ 97.0 million liquidation preference in the aggregate, as of December 31, 2023 and 2022). Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 165,600 preferred units as of December 31, 2023 and 2022. The Series D preferred units have a par value of $ 100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862 % per year and have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issue price. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units have an aggregate liquidation value of $ 16.6 million. Changes in the redemption value are based on changes in the trading value of common shares and are charged to common shares on the Consolidated Balance Sheets each quarter. The holders of the Series D preferred units do not have any voting rights. Distributions to Series D unitholders are presented in the Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests. NOTE 5 • NONCONTROLLING INTERESTS Interests in the Operating Partnership held by limited partners are represented by Units. The Operating Partnership’s income is allocated to holders of Units based upon the ratio of their holdings to the total Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to noncontrolling interests in accordance with the terms of the Operating Partnership’s Agreement of Limited Partnership. Centerspace reflects noncontrolling interests in consolidated real estate entities on the Balance Sheet for the portion of properties consolidated by us that are not wholly owned by us. The earnings or losses from these properties attributable to the noncontrolling interests are reflected as net income attributable to noncontrolling interests – consolidated real estate entities in the Consolidated Statements of Operations. The Company’s noncontrolling interests – consolidated real estate entities at December 31, 2023 and 2022 were as follows: (in thousands) December 31, 2023 December 31, 2022 IRET - Cypress Court Apartments, LLC $ 649 $ 627 Noncontrolling interests – consolidated real estate entities $ 649 $ 627 F-18 Table of Contents NOTE 6 • DEBT The following table summarizes the Company’s indebtedness, excluding deferred financing costs and premiums or discounts: (in thousands) December 31, 2023 December 31, 2022 Carrying Amount Interest Rate Carrying Amount Interest Rate Weighted Average Maturity in Years at December 31, 2023 Lines of credit (1) $ 30,000 6.74 % $ 113,500 5.61 % 1.75 Term loans (2) — — 100,000 5.57 % — Unsecured senior notes (2)(5) 300,000 3.12 % 300,000 3.12 % 6.63 Unsecured debt 330,000 513,500 6.19 Mortgages payable - Fannie Mae credit facility (5) 198,850 2.78 % 198,850 2.78 % 7.56 Mortgages payable - other (3)(5) 391,140 4.05 % 299,427 3.85 % 5.80 Total debt (4) $ 919,990 3.54 % $ 1,011,777 3.62 % 6.30 (1) Interest rates on lines of credit are variable and exclude any unused facility fees and amounts reclassified from accumulated other comprehensive income into interest expense from terminated interest rate swaps. (2) Included within notes payable on the Consolidated Balance Sheets. (3) Represents apartment communities encumbered by mortgages; 14 at December 31, 2023 and 15 at December 31, 2022. (4) Excludes deferred financing costs and premiums or discounts. (5) Interest rate is fixed. As of December 31, 2023, 46 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings. The Company’s primary unsecured credit facility (the “Unsecured Credit Facility”) is a revolving, multi-bank line of credit, with Bank of Montreal serving as administrative agent. The line of credit has total commitments and borrowing capacity of $ 250.0 million, based on the value of unencumbered properties. As of December 31, 2023, the Company had additional borrowing availability of $ 220.0 million beyond the $ 30.0 million drawn, priced at an interest rate of 7.82 %. As of December 31, 2022, the Company had additional borrowing availability of $ 136.5 million beyond the $ 113.5 million drawn, priced at an interest rate of 5.61 %. This Unsecured Credit Facility was amended on September 30, 2021 to extend the maturity date to September 2025 and to provide an accordion option to increase borrowing capacity up to $ 400.0 million. On May 31, 2023, the Unsecured Credit Facility was amended to replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the benchmark alternative reference rate under the Facility. The interest rates on the line of credit are based on the consolidated leverage ratio, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 25 - 80 basis points, or daily or term SOFR, plus a margin that ranges from 125 - 180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended. Prior to the amendment, interest rates on the line of credit were based on the consolidated leverage ratio applying the same margins to LIBOR. The Unsecured Credit Facility and unsecured senior notes are subject to customary financial covenants and limitations. The Company believes that it was in compliance with all such financial covenants and limitations as of December 31, 2023. Centerspace also has a $ 6.0 million operating line of credit. As of December 31, 2023 and 2022, there was no outstanding balance on this line of credit. This operating line of credit is designed to enhance treasury management activities and more effectively manage cash balances. This operating line matures on September 30, 2024, with pricing based on SOFR. Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which the Company has issued $ 200.0 million in unsecured senior promissory notes (“unsecured senior notes”). The Company also has a separate note purchase agreement for the issuance of $ 125.0 million senior unsecured promissory notes, of which $ 25.0 million was issued under the private shelf agreement with PGIM. The following table shows the notes issued under both agreements as of December 31, 2023 and 2022. (in thousands) Amount Maturity Date Fixed Interest Rate Series A $ 75,000 September 13, 2029 3.84 % Series B $ 50,000 September 30, 2028 3.69 % Series C $ 50,000 June 6, 2030 2.70 % Series 2021-A $ 35,000 September 17, 2030 2.50 % Series 2021-B $ 50,000 September 17, 2031 2.62 % Series 2021-C $ 25,000 September 17, 2032 2.68 % Series 2021-D $ 15,000 September 17, 2034 2.78 % F-19 Table of Contents In November 2022, the Company entered into a $ 100.0 million term loan agreement (“Term Loan”) with PNC Bank, National Association as administrative agent. The interest rate on the Term Loan was based on SOFR, plus a margin that ranged from 120 to 175 basis points based on the Company’s consolidated leverage ratio. The Term Loan had a 364 -day term with an option for an additional 364-day term. As of December 31, 2023, the Term Loan was paid in full. As of December 31, 2022, the Term Loan had a balance of $ 100.0 million. Centerspace has a $ 198.9 million Fannie Mae Credit Facility Agreement (“FMCF”). The FMCF is secured by mortgages on 12 apartment communities. The notes are interest-only, with varying maturity dates of 7 , 10 , and 12 years, and a blended weighted average fixed interest rate of 2.78 %. As of December 31, 2023 and 2022, the FMCF had a balance of $ 198.9 million. The FMCF is included within mortgages payable on the Consolidated Balance Sheets. As of December 31, 2023, Centerspace owned 14 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF. All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations. Interest rates on mortgage loans range from 3.45 % to 5.04 %, and the mortgage loans have varying maturity dates from May 1, 2025, through May 1, 2035. As of December 31, 2023, the Company believes there are no material defaults or instances of material noncompliance in regard to any of these mortgage loans. The aggregate amount of required future principal payments on lines of credit, notes payable, and mortgages payable, as of December 31, 2023 is as follows: (in thousands) 2024 $ 6,860 2025 66,290 2026 99,120 2027 48,666 2028 118,365 Thereafter 580,689 Total payments $ 919,990 NOTE 7 • DERIVATIVE INSTRUMENTS Centerspace used interest rate derivatives to stabilize interest expense and manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable rate interest debt. Changes in the fair value of derivatives designated and that qualify as cash flow hedges were recorded in accumulated other comprehensive income (loss) (“OCI”) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) will be reclassified to interest expense in the periods in which interest payments are incurred on variable rate debt. During the next 12 months, the Company estimates an additional $ 713,000 will be reclassified as an increase to interest expense. In February 2022, the Company paid $ 3.2 million to terminate its $ 75.0 million interest rate swap and its $ 70.0 million forward swap. As of December 31, 2023 and 2022, the Company had no remaining interest rate swaps. Derivatives not designated as hedges were not speculative and were used to manage the Company’s exposure to interest rate movements and other identified risks but did not meet the strict hedge accounting requirements. Changes in fair value of derivatives not designated in hedging relationships were recorded directly into earnings within other income (loss) in the Consolidated Statements of Operations. For the year ended December 31, 2022, the Company recorded a gain of $ 582,000 related to the interest rate swap not designated in a hedging relationship, prior to its termination. In September 2021, the Company paid $ 3.8 million to terminate its $ 50.0 million interest rate swap and its $ 70.0 million interest rate swap in connection with the pay down of its term loans. The Company accelerated the reclassification of a $ 5.4 million loss from OCI into other income loss in Consolidated Statements of Operations as a result of the hedged transactions becoming probable not to occur. The effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations as of December 31, 2023, 2022, and 2021 is detailed below. F-20 Table of Contents (in thousands) Gain Recognized in OCI Location of Loss Reclassified from Accumulated OCI into Income Loss Reclassified from Accumulated OCI into Net Income (Loss) Year Ended December 31, Year Ended December 31, 2023 2022 2021 2023 2022 2021 Total derivatives in cash flow hedging relationships - interest rate swaps $ — $ 1,581 $ 2,383 Interest expense $ ( 936 ) $ ( 799 ) $ ( 9,087 ) NOTE 8 • FAIR VALUE MEASUREMENTS Cash and cash equivalents, restricted cash, accounts payable, accrued expenses, and other liabilities are carried at amounts that reasonably approximate their fair value due to their short-term nature. For variable rate line of credit debt and notes payable that re-price frequently, fair values are based on carrying values. In determining the fair value of other financial instruments, Centerspace applies Financial Accounting Standard Board ASC 820, “ Fair Value Measurement and Disclosures” . Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant data (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities. Fair Value Measurements on a Recurring Basis (in thousands) Balance Sheet Location Total Level 1 Level 2 Level 3 December 31, 2023 Real estate related notes receivable Other assets $ 7,039 $ — $ — $ 7,039 December 31, 2022 Real estate related notes receivable Other assets $ 5,871 $ — $ — $ 5,871 Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The unobservable inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 5.00 % to 9.00 %), and instrument specific credit risk (range of 0.5 % to 1.0 %). Changes in fair value of these receivables from period to period are reported in interest and other income on the Consolidated Statements of Operations. (in thousands) Fair Value Measurement Other Gains (Losses) Interest Income Total Changes in Fair Value Included in Current Period Earnings Year ended December 31, 2023 Real estate related notes receivable $ 7,039 $ 19 $ 272 $ 291 Year ended December 31, 2022 Real estate related notes receivable $ 5,871 $ 16 $ 669 $ 685 As of December 31, 2023 and 2022, Centerspace had investments totaling $ 2.1 million and $ 1.6 million, respectively, in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry. These investments appear within other assets on the Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of December 31, 2023, the Company had unfunded commitments of $ 1.0 million. Fair Value Measurements on a Nonrecurring Basis Non-financial assets measured at fair value on a nonrecurring basis at December 31, 2023 consisted of real estate investments that were written-down to estimated fair value during the year ended December 31, 2023. There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2022. F-21 Table of Contents (in thousands) Balance Sheet Location Total Level 1 Level 2 Level 3 December 31, 2023 Assets Real estate investments measured at fair value Real estate investments $ 19,250 $ — $ 19,250 $ — As of December 31, 2023, the Company estimated the fair value of real estate investments using market offers to purchase and other market data. Financial Assets and Liabilities Not Measured at Fair Value The fair value of mortgages payable and unsecured senior notes is estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3). The estimated fair values of the Company’s financial instruments as of December 31, 2023 and 2022 are as follows: (in thousands) December 31, 2023 December 31, 2022 Balance Sheet Location Amount Fair Value Amount Fair Value FINANCIAL ASSETS Cash and cash equivalents Cash and cash equivalents $ 8,630 $ 8,630 $ 10,458 $ 10,458 Restricted cash Restricted cash 639 639 1,433 1,433 FINANCIAL LIABILITIES Revolving lines of credit Revolving lines of credit 30,000 30,000 113,500 113,500 Term loans Notes payable — — 100,000 100,000 Unsecured senior notes Notes payable 300,000 252,108 300,000 238,446 Mortgages payable - Fannie Mae credit facility Mortgages payable 198,850 168,555 198,850 161,297 Mortgages payable - other Mortgages payable 391,140 367,080 299,427 274,029 NOTE 9 • ACQUISITIONS AND DISPOSITIONS ACQUISITIONS Centerspace acquired $ 94.5 million and $ 211.9 million of new real estate during the years ended December 31, 2023 and 2022, respectively. The Company’s acquisitions during the years ended December 31, 2023 and 2022 are detailed below. Year Ended December 31, 2023 Date Acquired (in thousands) Total Acquisition Cost (1) Form of Consideration Investment Allocation Acquisitions Cash Units (2) Other (3) Land Building Intangible Assets (4) Other (5) 303 homes - Lake Vista Apartment Homes - Loveland, CO October 11, 2023 $ 94,500 $ 41,777 $ — $ 52,723 $ 6,618 $ 80,737 $ 3,221 $ 3,924 Total Acquisitions $ 94,500 $ 41,777 $ — $ 52,723 $ 6,618 $ 80,737 $ 3,221 $ 3,924 (1) Excludes $ 405,000 in capitalized transaction cost. (2) Fair value of operating partnership units issued on acquisition. (3) Assumption of seller's debt upon closing. (4) Intangible assets consist of in-place leases valued at the time of acquisition. (5) Debt premium on assumed mortgage. F-22 Table of Contents Year Ended December 31, 2022 Date Acquired (in thousands) Total Acquisition Cost (1) Form of Consideration Investment Allocation Acquisitions Cash Units (2) Other (3) Land Building Intangible Assets (4) Other (5) 191 homes - Martin Blu - Minneapolis, MN January 4, 2022 $ 49,825 $ 3,031 $ 18,885 $ 27,909 $ 3,547 $ 45,212 $ 1,813 $ ( 747 ) 31 homes - Elements - Minneapolis, MN January 4, 2022 9,066 1,290 1,748 6,028 941 7,853 335 ( 63 ) 45 homes - Zest - Minneapolis, MN January 4, 2022 11,364 1,429 2,249 7,686 936 10,261 574 ( 407 ) 130 homes - Noko Apartments - Minneapolis, MN January 26, 2022 46,619 3,343 — 43,276 1,915 42,754 1,950 — 215 homes - Lyra Apartments - Centennial, CO September 30, 2022 95,000 95,000 — — 6,473 86,149 2,378 — Total Acquisitions $ 211,874 $ 104,093 $ 22,882 $ 84,899 $ 13,812 $ 192,229 $ 7,050 $ ( 1,217 ) (1) Excludes $ 573,000 in capitalized transaction cost. (2) Fair value of operating partnership units issued on acquisition. (3) Assumption of seller's debt upon closing for Martin Blu, Zest, and Elements. Mezzanine and construction loans, financed by Centerspace, exchanged as partial consideration for the acquisition of Noko Apartments. (4) Intangible assets consist of in-place leases valued at the time of acquisition. (5) Debt discount on assumed mortgage. DISPOSITIONS During the year ended December 31, 2023, Centerspace disposed of 13 apartment communities and associated commercial space in five transactions for an aggregate sales price of $ 226.8 million. Centerspace did not dispose of any real estate during the year ended December 31, 2022. The dispositions for the year ended December 31, 2023 are detailed below. Year Ended December 31, 2023 (in thousands) Date Book Value Dispositions Disposed Sales Price and Sale Cost Gain/(Loss) Multifamily 115 homes - Boulder Court - Eagan, MN March 8, 2023 $ 14,605 $ 4,971 $ 9,634 498 homes - 2 Nebraska apartment communities March 14, 2023 48,500 15,025 33,475 892 homes - 5 Minnesota apartment communities March 15, 2023 74,500 55,186 19,314 62 homes - Portage - Minneapolis, MN March 15, 2023 6,650 9,098 ( 2,448 ) 712 homes - 4 North Dakota apartment communities September 14, 2023 82,500 71,235 11,265 Total Dispositions $ 226,755 $ 155,515 $ 71,240 NOTE 10 • SEGMENTS Centerspace operates in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of the operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information. The chief operating decision-makers evaluate each property’s operating results to make decisions about resources to be allocated and to assess performance and do not group the properties based on geography, size, or type for this purpose. The apartment communities have similar long-term economic characteristics and provide similar products and services to residents. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment. “All other” is composed of non-multifamily properties, non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale. During the year ended December 31, 2023, 13 sold apartment communities were reclassified from the multifamily segment to all other for all periods presented. The chief executive officer and chief financial officer are the chief operating decision-makers. This team measures the performance of the reportable segment based on net operating income (“NOI”), a non-GAAP measure, which the Company defines as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the sale of real estate and other assets, impairment, depreciation, amortization, financing, property F-23 Table of Contents management overhead, loss on litigation, casualty losses, and general and administrative expense. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance. The following tables present NOI for the years ended December 31, 2023, 2022, and 2021, respectively, along with reconciliations to net income as reported in the Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Consolidated Financial Statements. (in thousands) Year ended December 31, 2023 Multifamily All Other Total Revenue $ 246,364 $ 14,945 $ 261,309 Property operating expenses, including real estate taxes 98,762 7,050 105,812 Net operating income $ 147,602 $ 7,895 $ 155,497 Property management expenses ( 9,353 ) Casualty loss ( 2,095 ) Depreciation and amortization ( 101,678 ) Impairment of real estate investments ( 5,218 ) General and administrative expenses ( 20,080 ) Gain on sale of real estate and other investments 71,244 Loss on litigation settlement ( 3,864 ) Interest expense ( 36,429 ) Interest and other income 1,207 Net income $ 49,231 (in thousands) Year ended December 31, 2022 Multifamily All Other Total Revenue $ 224,375 $ 32,341 $ 256,716 Property operating expenses, including real estate taxes 92,327 16,310 108,637 Net operating income $ 132,048 $ 16,031 $ 148,079 Property management expenses ( 9,895 ) Casualty loss ( 1,591 ) Depreciation and amortization ( 105,257 ) General and administrative expenses ( 17,516 ) Gain on sale of real estate and other investments 41 Interest expense ( 32,750 ) Interest and other income 1,248 Net loss $ ( 17,641 ) (in thousands) Year ended December 31, 2021 Multifamily All Other Total Revenue $ 173,436 $ 28,269 $ 201,705 Property operating expenses, including real estate taxes 68,618 13,239 81,857 Net operating income $ 104,818 $ 15,030 $ 119,848 Property management expenses ( 8,752 ) Casualty loss ( 344 ) Depreciation and amortization ( 92,165 ) General and administrative expenses ( 16,213 ) Gain on sale of real estate and other investments 27,518 Interest expense ( 29,078 ) Interest income and other loss ( 2,915 ) Net loss $ ( 2,101 ) F-24 Table of Contents Segment Assets and Accumulated Depreciation (in thousands) As of December 31, 2023 Multifamily All Other Total Segment assets Property owned $ 2,402,544 $ 17,602 $ 2,420,146 Less accumulated depreciation ( 526,565 ) ( 4,138 ) ( 530,703 ) Total real estate investments $ 1,875,979 $ 13,464 $ 1,889,443 Cash and cash equivalents 8,630 Restricted cash 639 Other assets 27,649 Total Assets $ 1,926,361 (in thousands) As of December 31, 2022 Multifamily All Other Total Segment assets Property owned $ 2,274,202 $ 259,922 $ 2,534,124 Less accumulated depreciation ( 443,828 ) ( 91,573 ) ( 535,401 ) Total real estate investments $ 1,830,374 $ 168,349 $ 1,998,723 Cash and cash equivalents 10,458 Restricted cash 1,433 Other assets 22,687 Total Assets $ 2,033,301 NOTE 11 • RETIREMENT PLANS Centerspace sponsors a defined contribution 401(k) plan to provide retirement benefits for employees that meet minimum employment criteria. Centerspace currently matches, dollar for dollar, employee contributions to the 401(k) plan in an amount equal to up to 5.0 % of the eligible wages of each participating employee. Matching contributions are fully vested when made. Centerspace recognized expense of approximately $ 1.3 million, $ 1.3 million, and $ 1.0 million in the years ended December 31, 2023, 2022, and 2021, respectively. NOTE 12 • COMMITMENTS AND CONTINGENCIES Litigation . Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claims a retaining wall at one of its properties is causing water damage to the neighboring property. The claim was for damage to the property and monetary losses. The Company recorded a loss on litigation settlement of $ 3.9 million due to a trial judgment against Centerspace. The original judgment was ordered on October 9, 2023 for $ 2.9 million which the Company immediately paid. In November 2023, the claimant filed motions requesting additional interest on the judgment and trial costs. Subsequent to December 31, 2023, the claimant was awarded an additional $ 1.0 million in judgment related interest and costs. The Company paid the additional amount and recorded the loss on litigation for the year ended December 31, 2023. The Company cannot, with any level of certainty, predict or estimate if there will be additional costs incurred as a result of the lawsuit as the matter is ongoing. Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the Consolidated Financial Statements. Environmental Matters . It is generally the Company’s policy to obtain a Phase I environmental assessment of each property that it seeks to acquire. Such assessments have not revealed, nor is the Company aware of, any environmental liabilities that it believes would have a material adverse effect on its financial position or results of operations. Centerspace owns properties that contain or potentially contain (based on the age of the property) asbestos, lead, or underground storage tanks. For certain of these properties, the Company estimated the fair value of the conditional asset retirement obligation and chose not to book a liability because the amounts involved were immaterial. With respect to certain other properties, Centerspace has not recorded any related asset retirement obligation as the fair value of the liability cannot be reasonably estimated due to insufficient information. The Company believes it does not have sufficient information to estimate the fair value of the asset retirement obligations for these properties because a settlement date or range of potential settlement dates has not been specified by others. These properties are expected to be maintained by repairs and maintenance activities that would not involve the removal of the asbestos, lead, and/or underground storage tanks. Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property. While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or F-25 Table of Contents regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs. Insurance. Centerspace carries insurance coverage on its properties in amounts and types that it believes are customarily obtained by owners of similar properties and are sufficient to achieve its risk management objectives. Limitations on Taxable Dispositions. Twenty-eight apartment communities, consisting of approximately 4,935 homes, are subject to limitations on taxable dispositions under agreements entered into with certain sellers or contributors of the properties and are effective for varying periods. Centerspace does not believe that the agreements materially affect the conduct of its business or its decisions whether to dispose of these properties during the limitation period because it generally holds these and other properties for investment purposes rather than for sale. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements. Redemption Value of Units . Pursuant to a Unitholder’s exercise of its Exchange Rights, the Company has the right, in its sole discretion, to acquire such Units by either making a cash payment or exchanging the Units for its common shares, on a one -for-one basis. All Units receive the same per Unit cash distributions as the per share dividends paid on common shares. Units are redeemable for an amount of cash per Unit equal to the average of the daily market price of common shares for the ten consecutive trading days immediately preceding the date of valuation of the Unit. As of December 31, 2023 and 2022, the aggregate redemption value of the then-outstanding Units owned by limited partners, as determined by the ten-day average market price for the common shares, was approximately $ 50.4 million and $ 58.0 million, respectively. Unfunded Commitments. Centerspace has unfunded commitments of $ 1.0 million in two real estate technology venture funds. Refer to Note 8 - Fair Value Measurements for additional information regarding these investments. NOTE 13 • SHARE-BASED COMPENSATION Share-based awards are provided to officers, non-officer employees, and trustees under the 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 18, 2021 (the “2015 Incentive Plan”), which allows for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and restricted stock units (“RSUs”) up to an aggregate of 775,000 shares over the ten-year period in which the plan is in effect. Under the 2015 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan (“LTIP”), which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the revised program may vary from year to year. Through December 31, 2023, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options. The Company accounts for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures. Year Ended December 31, 2023 LTIP Awards Awards granted to employees on January 1, 2023 consisted of an aggregate of 14,256 time-based RSU awards, 20,497 performance RSUs based on total shareholder return (“TSR”), and 45,955 stock options. The time-based RSUs vest as to one-third of the shares on each of January 1, 2024, January 1, 2025, and January 1, 2026. The stock options vest as to 25 % on each of January 1, 2024, January 1, 2025, January 1, 2026, and January 1, 2027 and expire 10 years after grant date. The fair value of stock options was $ 11.086 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2023 Exercise price $ 58.67 Risk-free rate 3.97 % Expected term 6.25 years Expected volatility 28.7 % Dividend yield 4.977 % The performance RSUs are earned based on the Company’s TSR as compared to the FTSE Nareit Equity Index over a forward looking three-year period. The maximum number of RSUs eligible to be earned is 40,994 RSUs, which is 200 % of the RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market F-26 Table of Contents conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 37.20 %, a risk-free interest rate of 4.22 %, and an expected life of 3 years. The share price at the grant date, January 1, 2023, was $ 58.67 per share. On March 31, 2023, in connection with her appointment to President and Chief Executive Officer, Anne Olson received a one-time stock award of 5,492 RSUs, which will vest in full on March 31, 2026. On March 31, 2023, in connection with the change in executive management, Bhairav Patel, CFO, received a one-time stock award of 2,746 RSUs. One-third of the RSUs will vest on March 31, 2025 and the remaining two-thirds will vest on March 31, 2026. Share-Based Compensation Expense Total share-based compensation expense recognized in the Consolidated Financial Statements for the years ended December 31, 2023, 2022, and 2021 for all share-based awards was as follows: (in thousands) Year Ended December 31, 2023 2022 2021 Share-based compensation expense $ 3,295 $ 2,615 $ 2,689 On March 31, 2023, the Company accelerated the vesting of all unvested time-based RSUs and stock options in connection with the Separation Agreement with Mr. Decker. This resulted in the acceleration of share-based compensation expense for those awards resulting in an additional $ 737,000 in expense during the year ended December 31, 2023. Any performance-based RSUs were prorated, in accordance with the award agreement, and will vest at the end of performance period based on actual performance. The remaining performance-based RSUs were forfeited. Mr. Decker exercised stock options prior to their expiration on June 30, 2023 in a cashless exercise with a net 425 shares issued. Restricted Stock Units During the year ended December 31, 2023, the Company issued 22,799 time-based RSUs to employees and 9,200 to trustees. The RSUs to employees generally vest over a three-year period and the RSUs to trustees generally vest over a one-year period. The fair value of the time-based RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $ 1.8 million, $ 1.5 million, and $ 1.0 million, respectively. The fair value of share awards at grant date for non-employee trustees was approximately $ 545,000 , $ 618,000 , and $ 425,000 for the years ended December 31, 2023, 2022, and 2021, respectively. All of these awards are classified as equity awards. We recognize compensation expense associated with the time-based awards ratably over the requisite service period. The total compensation cost related to non-vested time-based RSUs not yet recognized is $ 798,000 , which the Company expects to recognize over a weighted average period of 1.6 years. The unamortized value of RSUs with market conditions as of December 31, 2023, 2022, and 2021 was approximately $ 1.0 million, $ 1.7 million, and $ 1.1 million, respectively. The activity for the years ended December 31, 2023, 2022, and 2021 related to RSUs was as follows: F-27 Table of Contents RSUs with Service Conditions RSUs with Market Conditions Wtd Avg Grant- Wtd Avg Grant- Shares Date Fair Value Shares Date Fair Value Unvested at December 31, 2020 24,828 $ 65.03 26,994 $ 67.87 Granted 13,693 71.54 19,224 87.04 Vested ( 17,065 ) 63.42 ( 35,920 ) 65.34 Change in awards (1) — — 8,926 — Forfeited ( 482 ) 70.44 — — Unvested at December 31, 2021 20,974 $ 69.97 19,224 $ 87.04 Granted 15,359 96.29 13,559 131.05 Vested ( 13,357 ) 69.24 — — Forfeited ( 1,562 ) 76.49 ( 2,741 ) 87.04 Unvested at December 31, 2022 21,414 $ 88.83 30,042 $ 106.90 Granted 31,999 57.21 20,497 82.63 Vested ( 22,036 ) 78.74 ( 13,820 ) 87.04 Forfeited ( 383 ) 73.85 ( 14,653 ) 96.05 Unvested at December 31, 2023 30,994 $ 65.54 22,066 $ 104.01 (1) Represents the change in the number of restricted stock units earned at the end of the measurement period. Stock Options During the year ended December 31, 2023, Centerspace issued 45,955 stock options to employees. The stock options vest over a four-year period. The weighted average grant date fair value of the stock options granted during the year ended December 31, 2023 was $ 11.086 per share. The total compensation costs related to non-vested stock options not yet recognized is $ 203,000 , which the Company expects to recognize over a weighted average period of 2.65 years. The stock option activity for the years ended December 31, 2023, 2022, and 2021 was as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2020 139,048 $ 66.36 Exercisable at December 31, 2020 — — Granted 43,629 70.64 Exercised — — Forfeited — — Outstanding at December 31, 2021 182,677 $ 67.38 Exercisable at December 31, 2021 34,758 66.36 Granted 30,245 110.67 Exercised — — Forfeited ( 16,299 ) 67.59 Outstanding at December 31, 2022 196,623 $ 74.02 Exercisable at December 31, 2022 80,421 66.94 Granted 45,955 58.67 Exercised ( 20,061 ) 58.67 Expired ( 103,768 ) 73.03 Forfeited ( 1,739 ) 80.66 Outstanding at December 31, 2023 117,010 $ 71.41 Exercisable at December 31, 2023 59,477 70.06 The intrinsic value of a stock option represents the amount by which the current price of the underlying stock exceeds the exercise price of the option. As of December 31, 2023, stock options outstanding had no aggregate intrinsic value with a weighted average remaining contractual term of 5.61 years. F-28 Table of Contents NOTE 14 • SUBSEQUENT EVENTS Subsequent to December 31, 2023, Centerspace entered into definitive purchase and sale agreements for two communities with expected gross proceeds of $ 18.9 million. The Company believes the sales will close in the first quarter. The closing of pending transactions is subject to certain conditions and restrictions; therefore, there can be no assurance that the transactions will be consummated or that the final terms will not differ in material respects . Subsequent to December 31, 2023, Centerspace repurchased 87,722 common shares for total consideration of $ 4.7 million and an average price of $ 53.62 per share. F-29 CENTERSPACE AND SUBSIDIARIES December 31, 2023 Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Gross Amount at Which Carried at Life on Which Initial Cost to Company Close of Period Depreciation in Costs Capitalized Latest Income Buildings & Subsequent to Land & Buildings & Accumulated Date of Date of Statement is Description Encumbrances (1) Land Improvements Acquisition Improvements Improvements Total Depreciation Construction (2) Acquisition (3) Computed Same-Store 71 France - Edina, MN $ 49,675 $ 4,721 $ 61,762 $ 1,653 $ 4,801 $ 63,335 $ 68,136 $ ( 21,322 ) 2014 2014 Up to 37 years Alps Park Apartments - Rapid City, SD — 287 5,551 671 336 6,173 6,509 ( 2,162 ) 1995 2013 Up to 37 years Arcata Apartments - Golden Valley, MN — 2,088 31,036 781 2,128 31,777 33,905 ( 11,660 ) 2013 2013 Up to 37 years Ashland Apartment Homes - Grand Forks, ND — 741 7,569 285 823 7,772 8,595 ( 3,120 ) 2010 2012 Up to 37 years Avalon Cove Townhomes - Rochester, MN — 1,616 34,074 4,984 1,808 38,866 40,674 ( 10,222 ) 2001 2016 Up to 37 years Bayberry Place - Eagan, MN 11,048 1,807 14,113 1,637 1,865 15,692 17,557 ( 1,347 ) 1995 2021 30 years Burgundy & Hillsboro - New Hope, MN 23,570 2,834 31,149 2,132 2,913 33,202 36,115 ( 3,066 ) 1968 2021 30 years Canyon Lake Apartments - Rapid City, SD — 305 3,958 2,335 420 6,178 6,598 ( 3,591 ) 1972 2001 Up to 37 years Cardinal Point Apartments - Grand Forks, ND — 1,600 33,400 ( 111 ) 1,727 33,162 34,889 ( 6,287 ) 2013 2013 Up to 37 years Cascade Shores Townhomes + Flats - Rochester, MN 43,835 6,588 67,072 10,705 6,776 77,589 84,365 ( 23,733 ) 2010 2015 Up to 37 years Castlerock Apartment Homes - Billings, MT — 736 4,864 2,075 1,045 6,630 7,675 ( 4,782 ) 1979 1998 Up to 37 years Civic Lofts - Denver, CO — 6,166 55,182 597 6,171 55,774 61,945 ( 4,525 ) 2019 2021 30 years Connelly on Eleven - Burnsville, MN — 2,401 11,515 16,844 3,206 27,554 30,760 ( 18,022 ) 1970 2003 Up to 37 years Cottonwood Apartment Homes - Bismarck, ND — 1,056 17,372 6,823 1,962 23,289 25,251 ( 14,117 ) 1998 1997 Up to 37 years Country Meadows Apartment Homes - Billings, MT — 491 7,809 1,437 599 9,138 9,737 ( 6,079 ) 1997 1995 Up to 37 years Cypress Court Apartments - St. Cloud, MN 10,697 1,583 18,879 1,074 1,625 19,911 21,536 ( 7,089 ) 2014 2012 Up to 37 years Deer Ridge Apartment Homes - Jamestown, ND — 711 24,129 814 785 24,869 25,654 ( 8,883 ) 2016 2013 Up to 37 years Donovan Apartment Homes - Lincoln, NE — 1,515 15,730 8,263 1,817 23,691 25,508 ( 8,980 ) 1992 2012 Up to 37 years Dylan at RiNo - Denver, CO — 12,155 77,215 1,376 12,241 78,505 90,746 ( 16,307 ) 2016 2017 30 years Evergreen Apartment Homes - Isanti, MN — 1,129 5,524 753 1,159 6,247 7,406 ( 2,666 ) 2006 2008 Up to 37 years FreightYard Townhomes & Flats - Minneapolis, MN — 1,889 23,616 1,447 1,745 25,207 26,952 ( 4,006 ) 1900 2019 30 years Gardens Apartments - Grand Forks, ND — 518 8,702 152 535 8,837 9,372 ( 2,761 ) 2015 2015 Up to 37 years Grand Gateway Apartment Homes - St. Cloud, MN — 814 7,086 3,336 970 10,266 11,236 ( 4,460 ) 2002 2012 Up to 37 years Greenfield - Omaha, NE — 578 4,122 3,147 876 6,971 7,847 ( 3,653 ) 1992 2007 Up to 37 years Grove Ridge - Cottage Grove, MN 7,992 1,250 10,271 790 1,293 11,018 12,311 ( 981 ) 1973 2021 30 years Homestead Garden Apartments - Rapid City, SD — 655 14,139 1,783 792 15,785 16,577 ( 5,006 ) 2004 2014 Up to 37 years Ironwood - New Hope, MN — 2,165 36,874 764 2,167 37,636 39,803 ( 5,435 ) 2018 2020 30 years Lakeside Village Apartment Homes - Lincoln, NE — 1,215 15,837 5,945 1,476 21,521 22,997 ( 8,013 ) 2000 2012 Up to 37 years Legacy Apartments - Grand Forks, ND — 1,362 21,727 11,075 2,474 31,690 34,164 ( 21,434 ) 1996 1995 Up to 37 years Legacy Heights Apartment Homes - Bismarck, ND — 1,207 13,742 300 1,142 14,107 15,249 ( 3,961 ) 2015 2015 Up to 37 years Lugano at Cherry Creek - Denver, CO — 7,679 87,766 8,410 7,679 96,176 103,855 ( 15,386 ) 2010 2019 30 years Meadows Apartments - Jamestown, ND — 590 4,519 1,992 730 6,371 7,101 ( 4,133 ) 1999 1998 Up to 37 years Monticello Crossings - Monticello, MN — 1,734 30,136 556 1,951 30,475 32,426 ( 8,329 ) 2017 2014 Up to 37 years Monticello Village - Monticello, MN — 490 3,756 1,206 655 4,797 5,452 ( 2,924 ) 2001 2004 Up to 37 years New Hope Garden & Village - New Hope, MN 9,943 1,603 12,578 1,393 1,651 13,923 15,574 ( 1,419 ) 1969 2021 30 years Northridge Apartments - Bismarck, ND — 884 7,515 280 1,048 7,631 8,679 ( 2,412 ) 2014 2014 Up to 37 years Olympic Village Apartments - Billings, MT — 1,164 10,441 4,174 1,885 13,894 15,779 ( 9,224 ) 2000 2000 Up to 37 years Oxbo Urban Rentals - St Paul, MN — 5,809 51,586 711 5,822 52,284 58,106 ( 11,861 ) 2016 2017 30 years Palisades - Roseville, MN 21,622 6,919 46,577 4,806 6,959 51,343 58,302 ( 4,233 ) 1973 2021 30 years Park Place Apartments - Plymouth, MN — 10,609 80,781 20,098 10,819 100,669 111,488 ( 26,469 ) 1985 2017 30 years F-30 CENTERSPACE AND SUBSIDIARIES December 31, 2023 Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Gross Amount at Which Carried at Life on Which Initial Cost to Company Close of Period Depreciation in Costs Capitalized Latest Income Buildings & Subsequent to Land & Buildings & Accumulated Date of Date of Statement is Description Encumbrances (1) Land Improvements Acquisition Improvements Improvements Total Depreciation Construction (2) Acquisition (3) Computed Parkhouse Apartment Homes - Thornton, CO 89,239 10,474 132,105 3,074 10,484 135,169 145,653 ( 17,666 ) 2016 2020 30 years Plymouth Pointe - Plymouth, MN 9,575 1,042 12,810 340 1,073 13,119 14,192 ( 1,261 ) 1968 2021 30 years Pointe West Apartments - Rapid City, SD — 240 3,538 2,075 463 5,390 5,853 ( 4,267 ) 1985 1994 Up to 37 years Ponds at Heritage Place - Sartell, MN — 395 4,564 510 419 5,050 5,469 ( 2,059 ) 2008 2012 Up to 37 years Prosper West - Waite Park, MN 16,425 939 10,167 17,929 1,912 27,123 29,035 ( 16,762 ) 1989 1995 Up to 37 years Quarry Ridge Apartments - Rochester, MN — 2,254 30,024 9,493 2,412 39,359 41,771 ( 16,051 ) 2001 2006 Up to 37 years Red 20 Apartments - Minneapolis, MN 19,718 1,900 24,116 809 1,908 24,917 26,825 ( 9,063 ) 2013 2013 Up to 37 years Regency Park Estates - St. Cloud, MN 6,669 702 10,198 8,683 1,179 18,404 19,583 ( 7,676 ) 1994 2011 Up to 37 years Rimrock West Apartments - Billings, MT — 330 3,489 1,883 568 5,134 5,702 ( 3,588 ) 1975 1999 Up to 37 years River Pointe - Fridley, MN 25,412 3,346 33,118 5,515 3,426 38,553 41,979 ( 3,750 ) 1971 2021 30 years River Ridge Apartment Homes - Bismarck, ND — 576 24,670 1,432 922 25,756 26,678 ( 10,811 ) 2013 2008 Up to 37 years Rocky Meadows Apartments - Billings, MT — 656 5,726 1,511 840 7,053 7,893 ( 5,019 ) 1996 1995 Up to 37 years Rum River Apartments - Isanti, MN — 843 4,823 533 870 5,329 6,199 ( 2,632 ) 2005 2007 Up to 37 years Silver Springs Apartment Homes - Rapid City, SD — 215 3,007 1,046 273 3,995 4,268 ( 1,376 ) 1985 2014 Up to 37 years Southdale Parc - Richfield, MN (5) 5,301 1,569 7,740 ( 2,205 ) 1,618 5,486 7,104 ( 780 ) 1962 2021 30 years SouthFork Townhomes + Flats - Lakeville, MN 21,675 3,502 40,153 11,288 3,583 51,360 54,943 ( 12,684 ) 1988 2019 30 years Southpoint Apartments - Grand Forks, ND — 576 9,893 409 663 10,215 10,878 ( 3,432 ) 2013 2013 Up to 37 years Sunset Trail Apartment Homes - Rochester, MN — 336 12,814 5,961 826 18,285 19,111 ( 10,340 ) 2000 1999 Up to 37 years Union Pointe - Longmont, CO — 5,727 69,966 678 5,736 70,635 76,371 ( 8,307 ) 2019 2021 30 years Venue on Knox - Minneapolis, MN 11,660 3,438 14,743 5,997 3,530 20,648 24,178 ( 2,074 ) 1959 2021 30 years Westend - Denver, CO — 25,525 102,180 1,578 25,532 103,751 129,283 ( 20,846 ) 2015 2018 30 years Whispering Ridge - Omaha, NE 21,800 2,139 25,424 5,595 2,551 30,607 33,158 ( 11,771 ) 2010 2013 Up to 37 years Wingate - New Hope, MN (5) 10,459 1,480 13,530 ( 1,032 ) 1,526 12,452 13,978 ( 1,422 ) 1967 2021 30 years Woodhaven - Minneapolis, MN 14,408 3,940 20,080 1,891 4,040 21,871 25,911 ( 1,849 ) 1974 2021 30 years Woodland Pointe - Woodbury, MN 31,673 5,367 40,422 15,422 5,449 55,762 61,211 ( 5,160 ) 1974 2021 30 years Woodridge on Second - Rochester, MN — 370 6,028 6,062 761 11,699 12,460 ( 7,746 ) 1990 1997 Up to 37 years Total Same-Store $ 462,396 $ 177,545 $ 1,685,002 $ 243,970 $ 189,440 $ 1,917,077 $ 2,106,517 $ ( 512,452 ) Non-Same-Store Elements of Linden Hills - Minneapolis, MN 5,842 941 7,853 290 949 8,135 9,084 ( 686 ) 2015 2022 30 years Lake Vista Apartments Homes - Loveland, CO 49,033 6,618 80,737 434 6,649 81,140 87,789 ( 885 ) 2011 2023 30 years Lyra Apartments - Centennial, CO 37,809 6,473 86,149 423 6,481 86,564 93,045 ( 4,500 ) 2022 2022 30 years Martin Blu - Eden Prairie, MN 27,193 3,547 45,212 866 3,560 46,065 49,625 ( 3,756 ) 2015 2022 30 years Noko Apartments - Minneapolis, MN — 1,915 42,636 295 1,918 42,928 44,846 ( 3,401 ) 2021 2022 30 years Zest - Minneapolis, MN 7,717 936 10,209 493 946 10,692 11,638 ( 885 ) 2016 2022 30 years Total Non-Same-Store $ 127,594 $ 20,430 $ 272,796 $ 2,801 $ 20,503 $ 275,524 $ 296,027 $ ( 14,113 ) Total Multifamily $ 589,990 $ 197,975 $ 1,957,798 $ 246,771 $ 209,943 $ 2,192,601 $ 2,402,544 $ ( 526,565 ) Other - Mixed Use 71 France - Edina, MN (4) — $ — $ 5,879 $ 616 $ — $ 6,495 $ 6,495 $ ( 1,665 ) 2014 2014 Up to 37 years F-31 CENTERSPACE AND SUBSIDIARIES December 31, 2023 Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Gross Amount at Which Carried at Life on Which Initial Cost to Company Close of Period Depreciation in Costs Capitalized Latest Income Buildings & Subsequent to Land & Buildings & Accumulated Date of Date of Statement is Description Encumbrances (1) Land Improvements Acquisition Improvements Improvements Total Depreciation Construction (2) Acquisition (3) Computed Civic Lofts - Denver, CO — — — — — — — — 2019 2021 30 years Lugano at Cherry Creek - Denver, CO — — 1,600 861 — 2,461 2,461 ( 350 ) 2010 2019 30 years Noko Apartments - Minneapolis, MN — — 118 — — 118 118 ( 17 ) 2021 2022 30 years Oxbo Urban Rentals- St Paul, MN — — 3,472 54 — 3,526 3,526 ( 728 ) 2016 2017 30 years Red 20 Apartments - Minneapolis, MN (4) — — 2,525 434 — 2,959 2,959 ( 997 ) 2013 2013 Up to 37 years Zest - Minneapolis, MN (4) — — 52 1 — 53 53 ( 19 ) 2016 2022 30 years Total Other - Mixed Use — $ — $ 13,646 $ 1,966 $ — $ 15,612 $ 15,612 $ ( 3,776 ) Other - Commercial 3100 10th St SW - Minot, ND — $ 246 $ 1,866 $ ( 122 ) $ 246 $ 1,744 $ 1,990 $ ( 362 ) 1980 2019 30 years Total Other - Commercial — $ 246 $ 1,866 $ ( 122 ) $ 246 $ 1,744 $ 1,990 $ ( 362 ) Total $ 589,990 $ 198,221 $ 1,973,310 $ 248,615 $ 210,189 $ 2,209,957 $ 2,420,146 $ ( 530,703 ) (1) Amounts in this column are the mortgages payable balance as of December 31, 2023. These amounts do not include amounts owing under the Company’s multi-bank line of credit, term loan, or unsecured senior notes. (2) Date of construction represents the date the Company constructed the property or the date it was constructed from purchase records. (3) Date of acquisition represents the date the Company acquired the property through purchase or acquisition. (4) Encumbrances are listed with the multifamily property description. (5) Costs capitalized subsequent to acquisition includes impairment charges. F-32 CENTERSPACE AND SUBSIDIARIES December 31, 2023 Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Reconciliations of the carrying value of total property owned for the years ended December 31, 2023, 2022, and 2021 are as follows: (in thousands) Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 2,534,124 $ 2,271,170 $ 1,812,557 Additions during year Multifamily and Other 87,757 206,623 491,648 Improvements and Other 62,117 57,203 34,427 2,683,998 2,534,996 2,338,632 Deductions during year Cost of real estate sold ( 243,889 ) — ( 57,698 ) Impairment charge (1) ( 5,218 ) — — Other (2) ( 14,745 ) ( 872 ) ( 9,764 ) Balance at close of year $ 2,420,146 $ 2,534,124 $ 2,271,170 Reconciliations of accumulated depreciation/amortization for the years ended December 31, 2023, 2022, and 2021 are as follows: (in thousands) Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 535,401 $ 443,592 $ 399,249 Additions during year Provisions for depreciation 98,691 92,056 78,268 Deductions during year Accumulated depreciation on real estate sold or classified as held for sale ( 92,239 ) — ( 24,161 ) Other (2) ( 11,150 ) ( 247 ) ( 9,764 ) Balance at close of year $ 530,703 $ 535,401 $ 443,592 Total real estate investments, excluding mortgage notes receivable (3) $ 1,889,443 $ 1,998,723 $ 1,827,578 (1) During the year ended December 31, 2023, Centerspace recognized impairment on two apartment communities. (2) Consists of the write off of fully depreciated assets and accumulated amortization and miscellaneous disposed assets. (3) The estimated net basis, including held for sale properties, for Federal Income Tax purposes was $ 1.4 billion and $ 1.5 billion at December 31, 2023 and December 31, 2022, respectively. F-33