Other Information
−Removed: Shelf Agreement Amendment
−Removed: Centerspace had a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.
−Removed: (collectively, “PGIM”) under which the Company issued $175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”).
−Removed: On October 28, 2024, the shelf agreement was amended to extend the period of time during which Centerspace may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million.
−Removed: The foregoing description of the shelf agreement amendment is not complete and is qualified in its entirety by reference to the full text amendment, a copy of which is filed as an exhibit to this Quarterly Report on Form 10-Q.
Rule 10b5-1 Trading Plans
−Removed: During the fiscal quarter ended September 30, 2024, 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.”
+Added: During the fiscal quarter ended March 31, 2025, 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.”
The following exhibits are filed as part of this Report.
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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).
−Removed: A mendment No.
−Removed: 2, dated July 29, 2024, to Equity Distribution Agre ement, dated September 10, 2021, as amended by Amendment No.
−Removed: 1 to the Equity Distribution Agreement, effective as of May 9, 2024, between the Company and BMO Capital Markets Corp.
−Removed: Incorporated, BofA Securities, Inc ., BTIG LLC, Jefferies LL C, Piper Sandler & Co., Raymond James & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC and certain of their affiliates and agents.
−Removed: Amendment No.
−Removed: 3, dated September 9, 2024, to Equity Distribution Agreement, dated September 10, 2021, as amended by Amendment No.
−Removed: 1 to the Equity Distribution Agreement, effective as of May 9, 2024 and Amendment No.
−Removed: 2 to the Equity Distribution Agreement, effective as of July 29, 2024, between the Company and BMO Capital Markets Corp., Robert W.
−Removed: Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, Janney Montgomery Scott LLC, Jefferies LLC, Piper Sandler & Co., Raymond James & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC and certain of their affiliates and agents (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 9, 2024).
−Removed: Third 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 t hereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2024).
−Removed: Amendment No.
−Removed: 4 to Note Purchase and Private Shelf Agreement, dated Oc tober 28 , 202 4 , by and among Centerspace, LP, Centerspace, Centerspace, Inc., PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.
+Added: Form of Time-Based Restricted Stock Unit Agreement under the 2015 Incentive Plan.
+Added: Amended Form of Time-Based Restricted Stock Unit Agreement under the 2015 Incentive Plan .
+Added: F orm of Performance-Based Restricted Stock Unit Agre ement 2023 under the 2015 Incentive Plan.
+Added: Form of Performance-Based Restricted Stock Unit Agreement 202 4 under the 2015 Incentive Plan.
+Added: Form of Performance-Based Restricted Stock Unit Agreement 202 5 under the 2015 Incentive Plan.
+Added: F orm of Stock Option Agreement under the 2015 Incentive Plan.
Section 302 Certification of Chief Executive Officer
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** Submitted electronically herewith.
−Removed: Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline eXtensible Business Reporting Language (“iXBRL”):
+Added: Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”):
(i) the Condensed Consolidated Balance Sheets;
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Executive Vice President and Chief Financial Officer
−Removed: October 28, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.