What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-18 · 324 added, 292 removed, 1089 unchanged (36% of the section changed)

8 unchanged sentences

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, 2024, 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”).

As of December 31, 2025, 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, 2025, was effective.

5 unchanged sentences

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, 2024, 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, 2024.

Our internal control over financial reporting as of December 31, 2025, 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 this Report, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2025.

Other Information

48 unchanged sentences

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).

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).

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).

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).

10.6** 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).

28 unchanged sentences

1 to the Equity Distribution Agreement, effective as of May 9, 2024, between the Company and BMO Capital Markets Corp., Robert W.

Incorporated, BofA Securities, Inc., BTIG 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 refere nce to Exhibit 10.1 to the Company ’ s Quarterly Report on Form 10-Q filed with the Commission on October 28, 2024) .

Incorporated, BofA Securities, Inc., BTIG 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 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on October 28, 2024).

10.32 Amendment No.

6 unchanged sentences

(incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on October 28, 2024.)

C ent erspace 2025 Incentive Plan (incorporated by referen ce to Appendix B to the Company ’ s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 4, 2025).

Form of Time-Based Restricted Stock Unit Award Agreement under the Centerspace 2025 Incentive Plan (incorporated by reference to Exhibit 10.2 to Amendment No.

1, filed on August 4, 2025, to the Company's Current Report on Form 8-K).

Form of Trustee Time-Based Restricted Stock Unit Award Agreement under the Centerspace 2025 Incentive Plan (incorporated by reference to Exhibit 10.3 to Amendment No.

1, filed on August 4, 2025, to the Company's Current Report on Form 8-K.)

Form of Performance-Based Restricted Stock Unit Award Agreement under the Centerspace 2025 Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No.

1, filed on August 4, 2025, to the Company’s Current Report on Form 8-K.)

Insider Trading Policy (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2024).

6 unchanged sentences

Section 906 Certification of the Executive Vice President and Chief Financial Officer

97.1 Clawback Policy (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the C ommission on February 20, 2024).

97.1 Clawback Policy (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2024).

The following materials from our Annual Report on Form 10-K for the twelve-months ended December 31, 2025 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.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (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)

17 unchanged sentences

Emily Nagle Green Trustee February 17, 2026

/s/ Jeffrey P.

Caira Trustee February 18, 2025

Twinem Trustee February 17, 2026

9 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Equity

7 unchanged sentences

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, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated 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, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

17 unchanged sentences

We have served as the Company’s auditor since 2012.

Minneapolis, Minnesota

February 17, 2026

22 unchanged sentences

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota

February 17, 2026

20 unchanged sentences

COMMITMENTS AND CONTINGENCIES (NOTE 12)

SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 166 units issued and outstanding at December 31, 2024 and 2023, aggregate liquidation preference of $ 16,560 )

SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 59 units issued and outstanding at December 31, 2025 and 166 issued and outstanding at December 31, 2024, aggregate liquidation preference of $ 5,940 at December 31, 2025)

$ 5,940 $ 16,560

Series C Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, $ 25 per share liquidation preference, no shares issued and outstanding at December 31, 2024 and 3,881 shares issued and outstanding at December 31, 2023)

Common Shares of Beneficial Interest ( Unlimited authorization, no par value, 16,761 shares issued and outstanding at December 31, 2025 and 16,719 shares issued and outstanding at December 31, 2024)

9 unchanged sentences

CENTERSPACE AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

( in thousands, except per share data)

16 unchanged sentences

Interest expense ( 44,884 ) ( 37,280 ) ( 36,429 )

Loss on extinguishment of debt ( 98 ) — —

Interest and other income

1 unchanged sentence

NET INCOME (LOSS) 22,964 ( 14,192 ) 49,231

Dividends to Series D preferred unitholders ( 640 ) ( 640 ) ( 640 )

Distributions to Series D preferred unitholders ( 486 ) ( 640 ) ( 640 )

Net (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units ( 2,969 ) 3,635 ( 7,141 )

3 unchanged sentences

17,101 ( 11,328 ) 41,325

Dividends to preferred shareholders ( 4,821 ) ( 6,428 ) ( 6,428 )

Redemption of preferred shares ( 3,511 ) — —

Distributions to Series C preferred shareholders — ( 4,821 ) ( 6,428 )

Redemption of Series C preferred shares — ( 3,511 ) —

NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ 17,101 $ ( 19,660 ) $ 34,897

NET INCOME (LOSS) PER COMMON SHARE – BASIC $ ( 1.27 ) $ 2.33 $ ( 1.35 )

NET INCOME (LOSS) PER COMMON SHARE – DILUTED $ ( 1.27 ) $ 2.32 $ ( 1.35 )

Weighted average shares - basic 15,504 14,994 15,216

Weighted average shares - dilutive 15,504 17,118 15,216

See Notes to Consolidated Financial Statements.

CENTERSPACE AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Year Ended December 31,

2024 2023 2022

NET INCOME (LOSS) $ 22,964 $ ( 14,192 ) $ 49,231

Other comprehensive income (loss):

Unrealized gain from derivative instrument

Other comprehensive loss:

Loss on derivative instrument reclassified into earnings

4 unchanged sentences

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTERESTS $ 18,053 $ ( 9,866 ) $ 43,057

NET INCOME (LOSS) PER COMMON SHARE – BASIC $ 1.02 $ ( 1.27 ) $ 2.33

NET INCOME (LOSS) PER COMMON SHARE – DILUTED $ 1.02 $ ( 1.27 ) $ 2.32

Weighted average shares - basic 16,728 15,504 14,994

Weighted average shares - dilutive 16,775 15,504 17,118

See Notes to Consolidated Financial Statements.

8 unchanged sentences

Balance at December 31, 2022 $ 93,530 15,020 $ 1,252,142 $ ( 539,422 ) $ ( 2,055 ) $ 146,101 $ 950,296

Net loss attributable to controlling interest and noncontrolling interests ( 14,109 ) ( 4,172 ) ( 18,281 )

Change in fair value of derivatives and amortization of swap settlements 2,380 2,380

Net income attributable to controlling interest 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)

5 unchanged sentences

Share-based compensation, net of forfeitures 20 3,295 3,295

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 109 5,224 ( 5,224 ) —

Redemption of Units for cash ( 4,141 ) ( 4,141 )

Redemption of Series E preferred units for common shares 31 1,557 ( 1,557 ) —

Equity rebalancing ( 933 ) 933 —

Shares repurchased ( 216 ) ( 11,539 ) ( 11,539 )

Change in value of Series D preferred units 8,771 8,771

Shares withheld for taxes ( 1,284 ) ( 1,284 )

Other ( 1 ) ( 306 ) ( 622 ) ( 928 )

1 unchanged sentence

Net loss attributable to controlling interests and noncontrolling interests

( 11,328 ) ( 3,504 ) ( 14,832 )

Amortization of swap settlements 712 712

6 unchanged sentences

Share-based compensation, net of forfeitures 14 3,014 3,014

Sale of common shares, net 1,587 112,003 112,003

Issuance of units 4,385 9,490 13,875

Redemption of Units for common shares 71 3,218 ( 3,218 ) —

1 unchanged sentence

172 7,784 ( 7,784 ) —

Equity rebalancing ( 7,350 ) 7,350 —

Shares repurchased ( 93,530 ) ( 88 ) ( 4,703 ) ( 3,511 ) ( 101,744 )

2 unchanged sentences

Net income attributable to controlling interests and noncontrolling interests

17,101 5,377 22,478

Amortization of swap settlements 407 407

1 unchanged sentence

( 51,537 ) ( 2,951 ) ( 54,488 )

Distributions – Series C preferred shares ($ 1.2421875 per Series C share)

( 4,821 ) ( 4,821 )

Distributions – Series E preferred units ($ 3.875 per unit)

2 unchanged sentences

Sale of common shares, net — ( 331 ) ( 331 )

Issuance of Units 5,296 8,579 13,875

Redemption of Units for common shares 60 2,661 ( 2,661 ) —

Redemption of Series E preferred units for common shares 14 598 ( 598 ) —

Equity rebalancing ( 235 ) 235 —

Shares repurchased ( 63 ) ( 3,454 ) ( 3,454 )

Contribution from noncontrolling interests - consolidated real estate entities 1,428 1,428

Distribution to noncontrolling interests - consolidated real estate entities ( 4,509 ) ( 4,509 )

Shares withheld for taxes ( 1,172 ) ( 1,172 )

Other — ( 315 ) ( 3 ) ( 318 )

12 unchanged sentences

( 79,470 ) 577 ( 71,240 )

Loss on extinguishment of debt 98 — —

Share-based compensation expense 3,445 3,014 3,295

Impairment of real estate investments 37,719 — 5,218

(Gain) loss on interest rate swap termination, mark-to-market, and amortization 712 936 ( 118 )

Loss on interest rate swap settlement amortization 407 712 936

Provision for bad debt 1,171 945 340

Non-cash casualty loss 1,390 2,389 1,350

Amortization of premiums and discounts 1,922 1,183 ( 231 )

Other, net ( 467 ) ( 572 ) 317

18 unchanged sentences

Principal payments on revolving lines of credit ( 347,629 ) ( 113,178 ) ( 218,604 )

Net proceeds from notes payable and other debt — — 99,529

Principal payments on notes payable and other debt — — ( 100,000 )

Payments for termination of interest rate swaps — — ( 3,209 )

Proceeds from sale of common shares, net of issuance costs ( 331 ) 112,071 —

1 unchanged sentence

Redemption of Series C preferred shares — ( 97,041 ) —

Repurchase of partnership units — ( 38 ) ( 4,141 )

Redemption of Series D preferred units ( 10,620 ) — —

Distributions paid to common shareholders ( 51,076 ) ( 45,789 ) ( 43,742 )

Distributions paid to preferred shareholders ( 4,821 ) ( 6,428 ) ( 6,428 )

Distributions paid to Series C preferred shareholders — ( 4,821 ) ( 6,428 )

Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units ( 9,089 ) ( 9,111 ) ( 9,530 )

Distributions paid to noncontrolling interests – consolidated real estate entities ( 4,509 ) — —

Contribution from noncontrolling interests – consolidated real estate entities 1,428 — —

Distributions paid to Series D preferred unitholders ( 486 ) ( 640 ) ( 640 )

Payments related to tax withholding for share-based compensation ( 1,173 ) — —

Other financing activities ( 541 ) ( 137 ) ( 223 )

Net cash provided by (used by) financing activities

Net cash used by financing activities

$ ( 69,062 ) $ ( 43,672 ) $ ( 212,351 )

2 unchanged sentences

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR $ 15,651 $ 13,129 $ 9,269

See Notes to Consolidated Financial Statements.

CENTERSPACE AND SUBSIDIARIES

15 unchanged sentences

Non-cash interest income 1,742 1,354 —

Change in value of Series D preferred units — — 8,771

Real estate assets acquired through exchange of note receivable — — 43,276

Note receivable exchanged through real estate acquisition — — ( 43,276 )

Unrealized gain (loss) on investment 507 551 137

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

19 unchanged sentences

The Company’s interest in the Operating Partnership as of December 31, 2025 and 2024 was 85.6 % and 85.3 %, 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.

The Consolidated Financial Statements also reflected the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership had a general partner or controlling interest.

The joint venture entity no longer held any assets or liabilities and was deconsolidated as of December 31, 2025.

This entity was consolidated into the Company’s operations with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.

USE OF ESTIMATES

2 unchanged sentences

RECLASSIFICATIONS

Certain previously reported amounts have been reclassified to conform to the current financial statement presentation.

These reclassifications had no impact on net income (loss) as reported in the Consolidated Statements of Operations, total assets, liabilities or equity as reported in the Consolidated Balance Sheets and the classifications within the Consolidated Statements of Cash Flows.

Certain previously reported amounts within net cash provided by operating activities on the Consolidated Statements of Cash Flows have been reclassified to conform to the current financial statement presentation.

These reclassifications had no impact on net income (loss) as reported in the Consolidated Statements of Operations and Comprehensive Income (Loss), total assets, liabilities or equity as reported in the Consolidated Balance Sheets and the classifications within the Consolidated Statements of Cash Flows.

IMMATERIAL CORRECTION OF PRIOR PERIOD ERROR

During the second quarter of 2025, the Company identified immaterial prior period errors in the consolidated financial statements related to the balance of common shares and noncontrolling interest within Total Equity on the consolidated balance sheets and condensed consolidated balance sheets.

The errors related to the equity amount allocated between common shares and noncontrolling interest based on ownership percentage, and did not impact the amount of Total Equity.

The Company assessed the materiality of this change on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” (ASC Topic 250, Accounting for Changes and Error Corrections).

Based on this assessment, the Company concluded that these error corrections are not material to any previously presented consolidated financial statements.

Accordingly, the Company corrected the previously reported immaterial errors as of and for the years ended December 31, 2023 and 2024, the three months ended March 31, 2024, the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, and the three months ended March 31, 2025 in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

The financial reporting periods affected by this error include the Company’s previously reported audited consolidated financial statements as of and for the years ended December 31, 2023 and 2024 and the Company’s previously reported interim unaudited condensed consolidated financial statements for the three months ended March 31, 2025.

A summary of the immaterial corrections to the Company’s previously reported audited and unaudited consolidated financial statements follows.

Corrected Consolidated Balance Sheet as of December 31, 2024 (in thousands)

December 31, 2024

Previously Reported Corrections As Corrected

Common Shares of Beneficial Interest $ 1,269,549 $ 98,088 $ 1,367,637

Total shareholders’ equity 653,900 98,088 751,988

Noncontrolling interests – Operating Partnership and Series E preferred units 227,870 ( 98,088 ) 129,782

Corrected Consolidated Statements of Cash Flows (in thousands)

Three Months Ended March 31, 2025

SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Previously Reported Corrections As Corrected

Operating partnership units converted to common shares $ ( 1,002 ) $ 1,337 $ 335

Series E preferred units converted to common shares ( 43 ) 57 14

Year Ended December 31, 2024

SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Previously Reported Corrections As Corrected

Operating partnership units converted to common shares $ ( 2,663 ) $ 5,881 $ 3,218

Series E preferred units converted to common shares ( 8,938 ) 16,722 7,784

Year Ended December 31, 2023

SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Previously Reported Corrections As Corrected

Operating partnership units converted to common shares $ ( 1,910 ) $ 7,134 $ 5,224

Series E preferred units converted to common shares ( 1,390 ) 2,947 1,557

Corrected Consolidated Statements of Equity (in thousands)

Previously Reported COMMON SHARES Corrections As Corrected COMMON SHARES Previously Reported NONCONTROLLING INTERESTS Corrections As Corrected NONCONTROLLING INTERESTS

Balance at December 31, 2022 $ 1,177,484 $ 74,658 $ 1,252,142 $ 220,759 $ ( 74,658 ) $ 146,101

Redemption of Units for common shares ( 1,910 ) 7,134 5,224 1,910 ( 7,134 ) ( 5,224 )

Redemption of Series E preferred units for common shares ( 1,390 ) 2,947 1,557 1,390 ( 2,947 ) ( 1,557 )

Equity rebalancing — ( 933 ) ( 933 ) — 933 933

Other ( 246 ) ( 60 ) ( 306 ) ( 682 ) 60 ( 622 )

Balance at December 31, 2023 $ 1,165,694 $ 83,746 $ 1,249,440 $ 221,193 $ ( 83,746 ) $ 137,447

Issuance of Units 5,296 ( 911 ) 4,385 8,579 911 9,490

Redemption of Units for common shares ( 2,663 ) 5,881 3,218 2,663 ( 5,881 ) ( 3,218 )

Redemption of Series E preferred units for common shares ( 8,938 ) 16,722 7,784 8,938 ( 16,722 ) ( 7,784 )

Equity rebalancing — ( 7,350 ) ( 7,350 ) — 7,350 7,350

Balance at December 31, 2024 $ 1,269,549 $ 98,088 $ 1,367,637 $ 228,543 $ ( 98,088 ) $ 130,455

Three Months Ended March 31, 2025

Redemption of Units for common shares ( 1,002 ) 1,337 335 1,002 ( 1,337 ) ( 335 )

Redemption of Series E preferred units for common shares ( 43 ) 57 14 43 ( 57 ) ( 14 )

Equity rebalancing — ( 94 ) ( 94 ) — 94 94

Balance at March 31, 2025 $ 1,268,888 $ 99,388 $ 1,368,276 $ 226,639 $ ( 99,388 ) $ 127,251

RECENT ACCOUNTING PRONOUNCEMENTS

1 unchanged sentence

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, primarily through enhanced disclosures about significant segment expenses.

This ASU is effective and was adopted during the current year ended December 31, 2024.

The ASU required additional disclosure but did not have a material impact on the Consolidated Financial Statements.

ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses

3 unchanged sentences

The ASU will require additional disclosure but is not expected to have a material impact on the Consolidated Financial Statements.

ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business Entities

This ASU establishes authoritative guidance on the accounting for government grants received by business entities.

This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

This ASU is not expected to have a material impact on the Consolidated Financial Statements.

ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements

This ASU is intended to provide clarity on the current interim reporting disclosure requirements.

This ASU is effective for interim reporting periods within annual periods beginning after December 15, 2027.

This ASU may require additional disclosure but is not expected to have a material impact on the Consolidated Financial Statements.

ASU 2025-12, Codification Improvements

This ASU is intended to provide technical corrections, clarifications, and minor improvements to the FASB Accounting Standards Codification.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

This ASU is not expected to have a material impact on the Consolidated Financial Statements.

REAL ESTATE INVESTMENTS

1 unchanged sentence

Property, consisting primarily of real estate investments, totaled $ 1.9 billion as of December 31, 2025 and 2024, 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.

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 considers 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 allocates 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.

26 unchanged sentences

Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

During the years ended December 31, 2024 and 2022, the Company did not record a loss for impairment on real estate.

During the year ended December 31, 2025, the Company incurred a loss of $ 37.7 million for the impairment of six apartment communities written down to estimated fair value in connection with the communities’ classification as held for sale which were sold during the year ended December 31, 2025 and one apartment community written down to fair value based on an independent appraisal and market data.

During the year ended December 31, 2024, the Company did not record a loss for impairment on real estate.

During the year ended December 31, 2023, the Company incurred a loss of $ 5.2 million for the impairment of two apartment communities.

14 unchanged sentences

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.

Cash and cash equivalents consist of bank deposits and deposits in money market mutual funds.

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, 2024 and 2023, restricted cash consisted of $ 1.1 million and $ 639,000 , respectively, in escrows held by lenders.

As of December 31, 2025 and 2024, restricted cash consisted of $ 2.8 million and $ 1.1 million, respectively, in escrows held by lenders and security deposits.

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.

7 unchanged sentences

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.

The leases for commercial spaces generally include options to extend the lease for additional terms, subject to adjustments in rent and certain other items.

Many of the leases contain non-lease components for utility reimbursement from residents and common area maintenance from commercial tenants.

18 unchanged sentences

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, 2024, 2023, and 2022, the Company recognized a loss of $ 577,000 , gain of $ 71.2 million, and gain of $ 41,000 , respectively, on the sale of real estate and other investments.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized a gain of $ 79.5 million, loss of $ 577,000 , and gain of $ 71.2 million, respectively, 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.

1 unchanged sentence

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, 2024, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota and Denver, Colorado markets.

As of December 31, 2025, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota;

Denver, Colorado;

and Boulder / Ft.

Collins, Colorado markets.

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.

7 unchanged sentences

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, 2025, 2024, and 2023.

During the year ended December 31, 2025, the Company adopted ASU 2023-09, Income Tax (Topic 740):

Improvements to Income Tax Disclosures.

The standard enhances income tax disclosure requirements, including expanded disclosures related to the effective tax rate reconciliation and income taxes paid by jurisdiction.

The adoption of ASU 2023‑09 did not have a material impact on the Company’s consolidated financial statements, as the Company generally is not subject to U.S.

federal income taxes due to its REIT status.

The Company conducts its business activity as an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) through its Operating Partnership.

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In connection with the acquisition of The Lydian, an apartment community in Denver, Colorado, the Company acquired a tax increment financing note receivable (“TIF”) with an initial principal balance of $ 4.1 million.

As of December 31, 2024, the principal balance was $ 4.1 million, which appears within other assets in the Consolidated Balance Sheets at fair value.

The note bears an interest rate of 6.0 % with payments due periodically each year.

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, 2025 and 2024, the principal balance was $ 3.9 million and $ 4.1 million, respectively, which appears within other assets in the Consolidated Balance Sheets at fair value.

The note bears an interest rate of 6.0 % with payments due in March and July of each year.

The note matures September 30, 2041.

In connection with the acquisition of Ironwood, an apartment community in New Hope, Minnesota, the Company acquired a TIF note receivable with an initial principal balance of $ 6.6 million.

As of December 31, 2025 and 2024, the principal balance was $ 4.9 million and $ 5.2 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.

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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 which accrues interest that is added to the principal balance and is payable at maturity.

As of December 31, 2024 and 2023, the Company had funded $ 15.1 million and $ 1.6 million of the mezzanine loan, which appears within other assets in the Consolidated Balance Sheets.

The mezzanine loan bears interest at 10.0 % per annum, which accrues and is added to the principal balance and is payable at maturity.

As of December 31, 2025 and 2024, the Company had funded $ 15.1 million of the mezzanine loan.

As of December 31, 2025 and 2024, the principal balance was $ 18.0 million and $ 16.3 million, respectively, which appears within other assets in the Consolidated Balance Sheets at fair value.

The loan matures in December 2027 unless extended to December 2028 in accordance with the terms of the mezzanine loan agreement.

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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 performance nor does Centerspace have significant influence over the entity.

The note receivable appears within other assets in the Consolidated Balance Sheets at fair value.

Intangible Assets.

Intangible assets consist of in-place leases valued at the time of acquisition.

The amortization period reflects the average remaining term of in-place leases acquired, which are generally less than one year for multifamily apartment homes and average lease term for the commercial spaces in the Company’s mixed use properties.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 8.3 million, $ 2.8 million, and $ 2.6 million, respectively, of amortization expense related to these intangibles, included within depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The intangible assets remaining at December 31, 2025 related to in-place leases of multifamily apartment homes will be fully amortized in 2026, while in-place leases related to commercial spaces at certain apartment communities will be fully amortized by 2036.

Property and equipment.

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The Consolidated Balance Sheets reflect these assets at cost, net of accumulated depreciation of $ 1.2 million and $ 1.5 million as of December 31, 2025 and 2024, respectively, and are included within other assets.

Intangible Assets.

Intangible assets consist of in-place leases valued at the time of acquisition.

The amortization period reflects the average remaining term of in-place leases acquired, which are generally less than one year for multifamily apartment homes.

For the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 2.8 million, $ 2.6 million, and $ 12.3 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, 2024 related to in-place leases of multifamily apartment homes will be fully amortized in 2025, while in-place leases related to commercial spaces at certain apartment communities will be fully amortized by 2036.

ADVERTISING COSTS

Advertising costs are expensed as incurred and reported on the Consolidated Statements of Operations within the Property operating expenses, excluding real estate taxes line item.

Advertising costs are expensed as incurred and reported on the Consolidated Statements of Operations and Comprehensive Income (Loss) within the Property operating expenses, excluding real estate taxes line item.

During the years ended December 31, 2025, 2024, and 2023 total advertising expense was $ 3.0 million, $ 3.3 million, and $ 3.2 million, respectively.

SHARE-BASED COMPENSATION

The cost of share-based compensation is measured at grant date fair value based on estimated fair value of the awards.

The estimated fair value of share-based awards is being amortized over the requisite service period.

Refer to Note 13, Share-Based Compensation for additional discussion.

SEVERANCE AND TRANSITION

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During the year ended December 31, 2023, the Company incurred total severance costs of $ 2.2 million for the cash severance and benefits for the former CEO, $ 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.

During the year ended December 31, 2024, the Company had no severance and transition costs.

These expenses are included within general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

During the years ended December 31, 2025 and 2024, the Company had no severance and transition costs.

INVOLUNTARY CONVERSION OF ASSETS

During the year ended December 31, 2025, the Company recognized $ 1.9 million in casualty losses resulting from insurance events.

The Company also recorded $ 920,000 in offsetting insurance receivables which are recorded within other assets on the Consolidated Balance Sheets.

Any business interruption insurance proceeds and subrogation proceeds will be recognized when received, in accordance with ASC 610-30.

During the year ended December 31, 2024, Centerspace recognized $ 2.8 million in casualty losses resulting from six new insurance events and updated estimates on four previously reported events.

The Company also recorded $ 566,000 in offsetting insurance receivables for new insurance events which are recorded within other assets on the Consolidated Balance Sheets.

Any business interruption insurance proceeds will be recognized when received, in accordance with ASC 610-30.

In April 2023, a portion of an apartment community was destroyed by fire.

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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 Series D and the Series E preferred units).

The Company calculates diluted net income (loss) per share using the treasury stock method for RSUs and ISOs and the if converted method for Series D preferred units and Series E 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.

Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under its 2015 Incentive Plan, RSUs under its 2025 Incentive Plan (as defined below), 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 the vesting of the RSUs, exercise of the ISOs, or conversion of the Series D or Series E preferred units (refer to Note 4 for further discussion of the Series D and the Series E preferred units).

Additionally, 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 Company calculates diluted net income (loss) per share using the treasury stock method for RSUs and ISOs and the if converted method for Series D preferred units and Series E preferred units.

Other than the issuance of RSUs, ISOs, Units, 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).

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, 2025, 2024, and 2023:

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Net income (loss) attributable to controlling interests $ 17,101 $ ( 11,328 ) $ 41,325

Dividends to preferred shareholders ( 4,821 ) ( 6,428 ) ( 6,428 )

Redemption of preferred shares ( 3,511 ) — —

Distributions to Series C preferred shareholders — ( 4,821 ) ( 6,428 )

Redemption of Series C preferred shares — ( 3,511 ) —

Numerator for basic income (loss) per share – net income (loss) available to common shareholders 17,101 ( 19,660 ) 34,897

Noncontrolling interests – Operating Partnership and Series E preferred units (1)

Dividends to preferred unitholders (2)

Numerator for diluted income (loss) per share $ 17,101 $ ( 19,660 ) $ 39,774

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NET INCOME (LOSS) PER COMMON SHARE – DILUTED $ 1.02 $ ( 1.27 ) $ 2.32

(1) For the years ended December 31, 2024 and 2022 , the impact of Units and Series E preferred units was excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.

(2) For the years ended December 31, 2024, 2023, and 2022, dividends to preferred unitholders were excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.

based RSUs of 31,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.

(1) For the years ended December 31, 2025, 2024 , and 2023 , the impact of Units was excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.

For the years ended December 31, 2025 and 2024, the impact of Series E preferred units was excluded from the calculation of net income (loss) per common share - diluted as they were anti-dilutive.

For the year ended December 31, 2025, operating partnership units of 966,000 , weighted average Series D preferred units of 173,000 , as converted, and Series E preferred units of 1.9 million, as converted, were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net income per share.

For the year ended December 31, 2024, operating partnership units of 870,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 2.1 million, as converted, time-based RSUs and options of 24,000 , and performance-based RSUs of 31,000 were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net loss per share.

For the year ended December 31, 2023, operating partnership 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 as including these items would have improved net income per share.

For the year ended December 31, 2022, operating partnership 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 as including these items would have improved net loss per share.

NOTE 4 • MEZZANINE EQUITY AND EQUITY

Series D Preferred Units (Mezzanine Equity).

Series D preferred units outstanding were 165,600 preferred units as of December 31, 2024 and 2023.

Series D preferred units outstanding were 59,400 and 165,600 preferred units as of December 31, 2025 and 2024, respectively.

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.

During the year ended December 31, 2025, the Company redeemed 106,200 Series D preferred units for an aggregate redemption price of $ 10.6 million.

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.

The Series D preferred units have an aggregate liquidation value of $ 5.9 million and $ 16.6 million as of December 31, 2025 and 2024, respectively.

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 voting rights.

The holders of the Series D preferred units do not have voting rights and do not

participate in income or loss.

Distributions to Series D unitholders are presented in the Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests.

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On August 30, 2024, we delivered notice to holders of our Series C preferred shares that we intended to redeem all 3.9 million Series C preferred shares at a redemption price equal to $ 25 per share plus any accrued but unpaid distributions per share up to and including the redemption date of September 30, 2024.

On September 30, 2024, the Company completed the redemption of all the outstanding Series C preferred shares for an aggregate redemption price of $ 97.0 million, excluding distributions, which were $ 3.5 million in excess of the carrying value and are included in redemption of preferred shares on the Consolidated Statements of Operations.

Such shares were no longer outstanding as of December 31, 2024.

Series C preferred shares outstanding were 3.9 million at December 31, 2023.

The Series C preferred shares were nonvoting and redeemable for cash at $ 25 per share at Centerspace’s option.

Holders of these shares were entitled to cumulative distributions, payable quarterly (as and if declared by the Board of Trustees).

Distributions accrued at an annual rate of $ 1.65625 per share, which is equal to 6.625 % of the $ 25 per share liquidation preference.

On September 30, 2024, the Company completed the redemption of all the outstanding Series C preferred shares for an aggregate redemption price of $ 97.0 million, excluding distributions, which was $ 3.5 million in excess of the carrying value and is included in redemption of preferred shares on the Consolidated Statements of Operations and Comprehensive Income (Loss).

Such shares were no longer outstanding as of December 31, 2025 and 2024.

Operating Partnership Units.

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Year ended December 31, 2024 71 $ 3,218

Pursuant to the exercise of exchange rights, the Company redeemed Units for cash during the years ended December 31, 2024 and 2023 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, 2024 — $ — $ —

Year ended December 31, 2023 2 $ 130 $ 54.05

Series E Preferred Units (Noncontrolling interest).

Centerspace had 1.6 million and 1.7 million Series E preferred units outstanding as of December 31, 2024 and 2023, respectively.

Centerspace had 1.6 million Series E preferred units outstanding as of December 31, 2025 and 2024.

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 1.20482 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 $ 158.2 million at December 31, 2024.

The Series E preferred unit holders receive a preferred distribution at the rate of 3.875 % per year and participate in income and loss.

Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 common Units.

Centerspace has the option, at its sole election, to convert Series E preferred units into common 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 common Unit.

The Series E preferred units had an aggregate liquidation preference of $ 157.0 million and $ 158.2 million at December 31, 2025 and 2024, respectively.

The holders of the Series E preferred units do not have voting rights.

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Year ended December 31, 2024 143 172 $ 7,784

The Company redeemed Series E preferred units in exchange for cash in connection with Series E unitholders exercising their exchange rights during the years ended December 31, 2024 and 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, 2024 — $ — $ —

Year ended December 31, 2023 7 $ 447 $ 52.45

(1) Average price per Series E unit factoring in conversion rate of 1.20482 Units for each Series E preferred unit.

Common Shares and Equity Awards .

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Equity Distribution Agreement.

On September 9, 2024 Centerspace amended its equity distribution agreement in connection with the at-the-market offering (“ATM Program”) through which it may offer and sell common shares in amounts and at times determined by management.

The amendment increased the maximum aggregate offering price of common shares available for offer and sale thereunder from $ 250.0 million to $ 500.0 million.

Centerspace has entered into an equity distribution agreement in connection with the at-the-market offering (“ATM Program”) through which it may offer and sell common shares in amounts and at times determined by management.

The maximum aggregate offering price of common shares available for offer and sale thereunder is $ 500.0 million.

Under the ATM Program, the Company may enter into separate forward sale agreements.

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Year ended December 31, 2025

1,587 $ 112,613 $ 71.66

Year ended December 31, 2024 (2)

1,587 $ 112,613 $ 71.66

(1) Total consideration is net of $ 1.1 million in commissions for the year ended December 31, 2024.

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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.

The Company had a share repurchase program, providing for the repurchase of up to an aggregate of $ 50 million of the Company’s outstanding common shares.

This program expired on March 10, 2025.

Effective July 31, 2025, the Board of Trustees authorized a new share repurchase program (the “ Share Repurchase Program”), providing for the repurchase of up to an aggregate of $ 100 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.

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The table below provides details on the shares repurchased during the years ended December 31, 2025 and 2024.

As of December 31, 2024, the Company had $ 4.7 million remaining authorized for purchase under this program.

As of December 31, 2025, the Company had $ 96.5 million remaining authorized for purchase under the Share Repurchase Program.

(in thousands, except per share amounts)

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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.

Interests in the Operating Partnership held by limited partners are represented by Units and Series E preferred units.

The Operating Partnership’s income is allocated to holders of Units and Series E preferred 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.

Centerspace reflects noncontrolling interests in consolidated real estate entities on the Consolidated Balance Sheets for the portion of properties consolidated by us that are not wholly owned by us.

The joint venture entity, in which the Operating Partnership had a general partner or controlling interest, no longer held any assets or liabilities and was deconsolidated as of December 31, 2025.

This entity was consolidated into the Company’s operations with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.

The transaction that resulted in the deconsolidation of the joint venture entity was not with a related party.

The Company’s noncontrolling interests – consolidated real estate entities at December 31, 2025 and 2024 were as follows:

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Carrying Amount

Interest Rate

Weighted Average Interest Rate

Carrying Amount

Interest Rate

Weighted Average Interest Rate

Weighted Average Maturity in Years at December 31, 2025

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Subtotal $ 1,053,909 3.64 % $ 966,623 3.58 % 6.93

Premiums and discounts, net $ ( 7,496 ) $ ( 1,134 )

Deferred financing costs, net $ ( 3,742 ) $ ( 3,968 )

Deferred financing costs, premiums, and discounts on mortgages payable, net ( 32,324 ) ( 10,758 )

Deferred financing costs on notes payable, net ( 421 ) ( 480 )

Total debt $ 1,021,164 $ 955,385

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(4) Interest rate is fixed.

(5) Includes mortgages payable of $ 76.5 million assumed as part of an acquisition discussed in Note 9 of the Notes to the Consolidated Financial Statements.

As of December 31, 2025, 44 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” or “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, 2024, the Company had additional borrowing availability of $ 206.0 million beyond the $ 44.0 million drawn, priced at an interest rate of 5.81 %.

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 %.

On July 26, 2024, the Unsecured Credit Facility was amended to extend maturity and to modify the leverage-based margin ratios applicable to borrowings.

As amended, this credit facility matures in July 2028, with an option to extend maturity for up to two additional six-month periods, and has an accordion option to increase borrowing capacity up to $ 400.0 million.

In May 2025, the Company exercised the accordion feature of the Facility, expanding the borrowing capacity by $ 150.0 million to $ 400.0 million.

Prior to the exercise of the accordion feature, the line of credit had total commitments and borrowing capacity of up to $ 250.0 million, based on the value of unencumbered properties.

As of December 31, 2025, the Company had additional borrowing availability of $ 246.0 million beyond the $ 154.0 million drawn under the Facility, priced at an interest rate of 5.12 %.

As of December 31, 2024, the Company had additional borrowing availability of $ 206.0 million beyond the $ 44.0 million drawn under the Facility, priced at an interest rate of 5.81 %.

This Facility matures in July 2028, with an option to extend maturity for up to two additional six-month periods.

The Secured Overnight Financing Rate (“SOFR”) is the benchmark alternative reference rate under the Facility.

As amended, 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 20 - 80 basis points, or daily or term SOFR, plus a margin that ranges from 120 - 180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended.

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, 2024.

In September 2024, Centerspace entered into an operating line of credit agreement with US Bank, N.A.

Centerspace has an operating line of credit agreement with US Bank, N.A.

which has a borrowing capacity of up to $ 10.0 million and pricing based on SOFR.

This operating line of credit terminates in September 2026 and is designed to enhance treasury management activities and more effectively manage cash balances.

As of December 31, 2024 there was $ 3.4 million outstanding on this line of credit.

Centerspace had a $ 6.0 million operating line of credit with Wells Fargo Bank, N.A.

with pricing based on SOFR that matured on August 31, 2024.

As of December 31, 2023, there was no outstanding balance on this line of credit.

Centerspace had a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.

As of December 31, 2025 there was $ 925,000 outstanding on this line of credit, priced at an interest rate of 5.91 %, compared to $ 3.4 million outstanding as of December 31, 2024, priced at an interest rate of 6.56 %.

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 had issued $ 175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”).

On October 28, 2024, the shelf agreement was amended to extend the period of time during which the Company may borrow money to October 2027 and to increase the borrowing capacity to $ 300.0 million.The Company also has a separate private note purchase agreement with PGIM and certain other lenders for the issuance of $ 125.0 million of senior unsecured promissory notes (“Unsecured Club Notes”, and, collectively with the Unsecured Shelf Notes, the “unsecured senior notes”), of which all $ 125.0 million was issued in September 2021.

On October 28, 2024, the shelf agreement was amended to extend the period of time during which the Company may borrow money to October 2027 and to increase the borrowing capacity to $ 300.0 million.

The Company issued $ 125.0 million of senior unsecured promissory notes (“Unsecured Club Notes”, and, collectively with the Unsecured Shelf Notes, the “unsecured senior notes”) under a separate private note purchase agreement with PGIM and certain other lenders.

The following table shows the notes issued under both agreements as of December 31, 2025 and 2024.

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Centerspace has a $ 198.9 million Fannie Mae Credit Facility Agreement (“FMCF”).

The FMCF is secured by mortgages on 11 apartment communities.

The FMCF is secured by mortgages on 7 and 11 apartment communities, respectively, as of December 31, 2025 and 2024.

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 %.

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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 February 1, 2037.

Interest rates on mortgage loans range from 2.78 % to 5.04 %, and the mortgage loans have varying maturity dates from June 1, 2026, through June 1, 2060.

As of December 31, 2025 and 2024, the mortgage loans had a balance of $ 400.1 million and $ 420.4 million, respectively, excluding unamortized premiums and discounts.

As of December 31, 2025, 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, 2024 is as follows:

The aggregate amount of required future principal payments on outstanding debt, as of December 31, 2025 is as follows:

(in thousands)

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Total payments $ 1,053,909

Premiums and discounts, net ( 7,496 )

Deferred financing costs, net ( 3,742 )

Deferred financing costs, premiums, and discounts on mortgages payable, net ( 32,324 )

Deferred financing costs on notes payable, net ( 421 )

Total 1,021,164

The Company’s borrowings are subject to customary covenants and limitations.

The Company believes that it was in compliance with all such covenants and limitations as of December 31, 2025.

NOTE 7 • DERIVATIVE INSTRUMENTS

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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 $ 407,000 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.

Amounts reported in accumulated other comprehensive income (loss) were reclassified to interest expense in the periods in which interest payments were incurred on variable rate debt.

As of December 31, 2025, the Company fully amortized the amounts in accumulated other comprehensive income (loss).

As of December 31, 2025 and 2024, 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.

The effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations as of December 31, 2024, 2023, and 2022 is detailed below.

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations and Comprehensive Income (Loss) as of December 31, 2025, 2024, and 2023.

(in thousands)

4 unchanged sentences

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 FASB ASC 820, “ Fair Value Measurement and Disclosures” .

10 unchanged sentences

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.

Changes in fair value of these receivables from period to period are reported in interest and other income on the Consolidated Statements of Operations and Comprehensive Income (Loss).

(in thousands)

9 unchanged sentences

Fair Value Measurements on a Nonrecurring Basis

Non-financial assets measured at fair value on a nonrecurring basis at December 31, 2025 consisted of real estate investments that were written down to estimated fair value in connection with impairment recorded on one apartment community during the year ended December 31, 2025.

There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2024.

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.

The Company’s determination of fair value is based on an independent appraisal which considers operating and other market data to determine fair value.

Due to uncertainties in the estimation process, actual results could differ from such estimates.

(in thousands)

3 unchanged sentences

$ 39,700 $ — $ — $ 39,700

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

Cash and cash equivalents, restricted cash, accounts receivable, 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 that re-prices frequently, fair values are based on carrying values.

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).

4 unchanged sentences

FINANCIAL ASSETS

Cash and cash equivalents Cash and cash equivalents $ 12,030 $ 12,030 $ 8,630 $ 8,630

Restricted cash Restricted cash 1,099 1,099 639 639

Cash and cash equivalents (Level 1) Cash and cash equivalents $ 12,833 $ 12,833 $ 12,030 $ 12,030

Restricted cash (Level 1) Restricted cash 2,818 2,818 1,099 1,099

FINANCIAL LIABILITIES

Revolving lines of credit Revolving lines of credit 47,359 47,359 30,000 30,000

Unsecured senior notes Notes payable 300,000 253,808 300,000 252,108

Mortgages payable - Fannie Mae credit facility Mortgages payable 198,850 166,679 198,850 168,555

Mortgages payable - other (1)

Revolving lines of credit (Level 3) Revolving lines of credit 154,925 154,925 47,359 47,359

Unsecured senior notes (Level 3) (1)

Notes payable 300,000 267,420 300,000 253,808

Mortgages payable - Fannie Mae credit facility (Level 3) Mortgages payable 198,850 175,996 198,850 166,679

Mortgages payable - other (Level 3) (1)

Mortgages payable 400,134 358,627 420,414 383,213

(1) Excludes debt premiums and discounts

(1) Excludes deferred financing costs, debt premiums and discounts

NOTE 9 • ACQUISITIONS AND DISPOSITIONS

4 unchanged sentences

Form of Consideration Investment Allocation

Acquisitions Cash Units (2)

Acquisitions Cash Other (2)

Land Building Intangible

129 homes - The Lydian - Denver, CO

October 1, 2024 $ 53,359 $ 484 $ 13,875 $ 39,000 $ 4,804 $ 34,997 $ 2,263 $ 11,295

341 homes - Sugarmont - Salt Lake City, UT

May 30, 2025 $ 149,000 $ 149,000 $ — $ 20,086 $ 124,649 $ 4,265 $ —

420 homes - Railway Flats - Loveland, CO

July 29, 2025 132,200 55,704 76,496 10,387 94,198 4,046 23,569

Total Acquisitions $ 281,200 $ 204,704 $ 76,496 $ 30,473 $ 218,847 $ 8,311 $ 23,569

(1) Excludes $ 546,000 in capitalized transaction cost.

(2) Fair value of operating partnership units issued on acquisition, including a $ 641,000 fair value adjustment.

(1) Excludes $ 1.5 million in capitalized transaction cost.

(2) Assumption of seller's debt upon closing.

(3) Intangible assets consist of in-place leases valued at the time of acquisition.

(5) Debt premium on assumed mortgage and TIF note acquired.

Refer to Note 2 for further TIF note discussion.

(4) Debt premium on assumed mortgages acquired.

Year Ended December 31, 2024

1 unchanged sentence

Form of Consideration Investment Allocation

Acquisitions Cash Other (2)

Acquisitions Cash Units (2)

Land Building Intangible

303 homes - Lake Vista Apartment Homes - Loveland, CO

129 homes - The Lydian - Denver, CO

October 1, 2024 $ 53,359 $ 484 $ 13,875 $ 39,000 $ 4,804 $ 34,997 $ 2,263 $ 11,295

1 unchanged sentence

(1) Excludes $ 546,000 in capitalized transaction cost.

(2) Fair value of operating partnership units issued on acquisition, including a $ 641,000 fair value adjustment.

(3) Assumption of seller's debt upon closing.

(4) Intangible assets consist of in-place leases valued at the time of acquisition.

(4) Debt premium on assumed mortgage.

(5) Debt premium on assumed mortgage and TIF note acquired.

Refer to Note 2 for further TIF note discussion.

During the year ended December 31, 2025, Centerspace disposed of twelve apartment communities and associated commercial space, in addition to its corporate office building, in three transactions for an aggregate sales price of $ 215.5 million.

During the year ended December 31, 2024, Centerspace disposed of two apartment communities in two exchange transactions for an aggregate sales price of $ 19.0 million.

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.

The dispositions for the years ended December 31, 2025 and 2024 are detailed below.

3 unchanged sentences

Dispositions Disposed Sales Price and Sale Cost Gain/(Loss)

69 homes - Southdale Parc - Richfield, MN

February 29, 2024 $ 6,200 $ 6,497 $ ( 297 )

136 homes - Wingate - New Hope, MN

February 29, 2024 12,800 13,080 ( 280 )

832 homes - 5 St.

Cloud apartment communities

September 23, 2025 $ 124,000 $ 44,451 $ 79,549

679 homes and related commercial space - 7 Minneapolis apartment communities

November 6, 2025 88,075 88,050 25

Other - Commercial

Corporate Office - Minot, ND December 15, 2025 3,400 3,504 ( 104 )

Total Dispositions $ 215,475 $ 136,005 $ 79,470

3 unchanged sentences

Dispositions Disposed Sales Price and Sale Cost Gain/(Loss)

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

69 homes - Southdale Parc - Richfield, MN

February 29, 2024 $ 6,200 $ 6,497 $ ( 297 )

136 homes -Wingate - New Hope, MN

February 29, 2024 12,800 13,080 ( 280 )

Total Dispositions $ 19,000 $ 19,577 $ ( 577 )

2 unchanged sentences

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 executive officer and chief financial officer are the chief operating decision-makers.

The CODMs evaluate each property’s operating results using net operating income (“NOI”) to make decisions about resources to be allocated, to assess property performance, and do not group the properties based on geography, size, or type for this purpose.

The chief executive officer and chief financial officer are the chief operating decision-makers (“CODM”).

The CODMs evaluate each property’s operating results using net operating income (“NOI”) to make decisions about resources to be allocated and to assess property performance, and do not group the properties based on geography, size, or type for this purpose.

The Company defines NOI as total real estate revenues less property operating expenses, including real estate taxes.

Centerspace believes that NOI is an important 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, including interest income and interest expense, property management expenses, loss on litigation settlement, casualty losses, and general and administrative expense.

Centerspace believes that NOI is an important 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 investments, impairment, depreciation, amortization, financing costs, including interest and other income, losses on extinguishment of debt, interest expense, property management expenses, loss on litigation settlement, casualty gains (losses), and general and administrative expense.

The apartment communities have similar long-term economic characteristics and similar operating characteristics, such as type and length of lease, services offered to residents, and property management practices.

2 unchanged sentences

“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, which did not meet the aggregation criteria.

During the year ended December 31, 2024, two sold apartment communities were reclassified from the multifamily segment to all other for all periods presented.

During the years ended December 31, 2025 and 2024, the Company disposed of twelve and two apartment communities, respectively.

For the years ended December 31, 2025 and 2024, the disposed properties were included in “all other”.

The following tables present NOI for the years ended December 31, 2025, 2024, and 2023, respectively, along with reconciliations to net income (loss) as reported in the Consolidated Financial Statements.

16 unchanged sentences

Depreciation and amortization ( 113,231 )

Impairment of real estate investments ( 37,719 )

General and administrative expenses ( 20,918 )

Loss on sale of real estate and other investments

Gain on sale of real estate and other investments

Interest expense ( 44,884 )

Loss on debt extinguishment ( 98 )

Interest and other income 3,409

17 unchanged sentences

Depreciation and amortization ( 106,450 )

Impairment of real estate investments ( 5,218 )

General and administrative expenses ( 17,802 )

Gain on sale of real estate and other investments

Loss on sale of real estate and other investments

Interest expense ( 37,280 )

Interest and other income 2,613

Loss on litigation settlement ( 3,864 )

(1) On-site compensation for administration, leasing, and maintenance personnel.

16 unchanged sentences

Depreciation and amortization ( 101,678 )

Impairment of real estate investments ( 5,218 )

General and administrative expenses ( 20,080 )

2 unchanged sentences

Interest income and other loss 1,207

Loss on litigation settlement ( 3,864 )

(1) On-site compensation for administration, leasing, and maintenance personnel.

26 unchanged sentences

Matching contributions are fully vested when made.

Centerspace recognized expense of approximately $ 1.3 million during each of the years ended December 31, 2024, 2023, and 2022.

Centerspace recognized expense of approximately $ 1.4 million, $ 1.3 million, and $ 1.3 million, respectively, during the years ended December 31, 2025, 2024, and 2023.

NOTE 12 • COMMITMENTS AND CONTINGENCIES

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.

Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claims a retaining wall at one of its apartment communities is causing water damage to the neighboring property.

The claim was for damage to the property and monetary losses.

During the year ended December 31, 2023, 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.

After the additional judgment, the claimant’s appeal was dismissed.

The Company believes this matter is settled.

Environmental Matters .

10 unchanged sentences

Limitations on Taxable Dispositions.

Twenty-eight properties, consisting of approximately 5,162 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.

Twenty-one properties, consisting of approximately 4,766 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.

10 unchanged sentences

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.

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.

Share-based awards are provided to officers, non-officer employees, and trustees under the 2025 Incentive Plan approved by shareholders on May 14, 2025 (the “2025 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 650,000 shares over the ten-year period in which the plan is in effect.

Under the 2025 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, 2024, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.

Through December 31, 2025, awards under the 2025 Incentive Plan consisted of RSUs.

The Company accounts for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.

Prior to the approval of the 2025 Incentive Plan, share based awards were 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 allowed for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 775,000 shares over the ten-year period in which the plan was in effect.

Through December 31, 2025, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.

The Company expenses the grant date fair value of LTIP awards in accordance with ASC Topic 718 Compensation-Stock Compensation.

ASC 718 requires companies to measure the cost of the recipient services received in exchange for an award of an equity instrument based on the grant-date fair value of the award.

The cost of the share award is expensed over the requisite service period, which is usually the vesting period.

Share-Based Compensation Expense

Total share-based compensation expense recognized in the Consolidated Financial Statements for the years ended December 31, 2025, 2024, and 2023 for all share-based awards was as follows:

(in thousands)

Year Ended December 31,

2025 2024 2023

Share-based compensation expense $ 3,445 $ 3,014 $ 3,295

Year Ended December 31, 2025 LTIP Awards

Awards granted to employees on January 1, 2024 consisted of an aggregate of 21,059 time-based RSU awards and 18,876 performance RSUs based on total shareholder return (“TSR”).

Awards granted to employees on January 1, 2025, under the 2015 Incentive Plan, consisted of an aggregate of 25,121 time-based RSU awards and 11,870 performance RSUs based on total shareholder return (“TSR”).

The time-based RSUs vest as to one-third of the shares on each of January 1, 2026, January 1, 2027, and January 1, 2028.

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 37,752 RSUs, which is 200 % of the RSUs granted.

The maximum number of performance RSUs eligible to be earned is 23,740 RSUs, which is 200 % of the performance RSUs granted.

Earned awards (if any) will fully vest as of the last day of the measurement period.

6 unchanged sentences

The share price at the grant date, January 1, 2025, was $ 66.15 per share.

Share-Based Compensation Expense

Total share-based compensation expense recognized in the Consolidated Financial Statements for the years ended December 31, 2024, 2023, and 2022 for all share-based awards was as follows:

(in thousands)

Year Ended December 31,

2024 2023 2022

Share-based compensation expense $ 3,014 $ 3,295 $ 2,615

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 our former CEO.

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.

The former CEO exercised stock options prior to their expiration on June 30, 2023 in a cashless exercise with a net 425 shares issued.

Awards granted to employees on September 1, 2025, under the 2025 Incentive Plan, consist of 363 time-based RSUs and 2,682 performance RSUs based on TSR.

The time-based RSUs vest as to one-third of the shares on each of September 1, 2026, January 1, 2027, and January 1, 2028.

The performance RSUs are based on the Company’s TSR, as described above.

The maximum number of performance RSUs eligible to be earned is 5,364 RSUs, which is 200 % of the performance RSUs granted.

The terms of this performance award are consistent with the terms of the performance awards described above.

Restricted Stock Units

During the year ended December 31, 2024, the Company issued 21,125 time-based RSUs to employees and 10,192 to trustees.

During the years ended December 31, 2025, 2024, and 2023 the Company issued 25,934 , 21,125 , and 22,799 time-based RSUs to employees, respectively, and 9,527 , 10,192 , and 9,200 to trustees, respectively.

The RSUs to employees generally vest over a three-year period and the RSUs to trustees generally vest over a one-year period.

2 unchanged sentences

All of these awards are classified as equity awards.

The Company recognizes 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 $ 966,000 , which the Company expects to recognize over a weighted average period of 1.4 years.

Company recognizes 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 as of December 31, 2025, 2024, and 2023 was $ 1.1 million, $ 966,000 , and $ 798,000 , respectively, which the Company expects to recognize over weighted average periods of 1.5 years, 1.40 years, and 1.60 years, respectively.

The unamortized value of RSUs with market conditions as of December 31, 2025, 2024, and 2023 was approximately $ 1.5 million, $ 1.4 million, and $ 1.0 million, respectively.

5 unchanged sentences

Granted 31,999 57.21 20,497 82.63

Vested ( 13,357 ) 69.24 — —

( 22,036 ) 78.74 ( 13,820 ) 87.04

Forfeited ( 383 ) 73.85 ( 14,653 ) 96.05

1 unchanged sentence

Granted 31,317 61.28 18,876 80.60

Vested ( 22,036 ) 78.74 ( 13,820 ) 87.04

( 15,626 ) 66.15 ( 9,771 ) 130.91

Forfeited ( 192 ) 58.42 — —

1 unchanged sentence

Granted 35,461 65.38 14,552 90.01

Vested ( 15,626 ) 66.15 ( 9,771 ) 130.91

( 34,476 ) 64.48 ( 12,295 ) 82.63

Forfeited ( 357 ) 62.87 — —

Unvested at December 31, 2025 47,121 $ 61.90 33,428 $ 84.70

(1) Includes 17,545 , 2,102 , and 2,855 restricted shares withheld for taxes during the years ended December 31, 2025, 2024, and 2023.

Stock Options

1 unchanged sentence

Previously issued stock options vest over a four-year period.

The total compensation costs related to non-vested stock options not yet recognized is $ 77,000 , which the Company expects to recognize over a weighted average period of 1.78 years.

As of December 31, 2025, the total compensation costs related to non-vested stock options not yet recognized is $ 18,000 , which the Company expects to recognize over a weighted average period of 1.00 year.

The stock option activity for the years ended December 31, 2025, 2024, and 2023 was as follows:

4 unchanged sentences

Exercised (1)

( 20,061 ) 58.67

Expired ( 103,768 ) 73.03

Forfeited ( 1,739 ) 80.66

1 unchanged sentence

Exercisable at December 31, 2023 59,477 70.06

Granted 45,955 58.67

Exercised ( 20,061 ) 58.67

Expired ( 103,768 ) 73.03

Forfeited ( 1,739 ) 80.66

Outstanding at December 31, 2024 117,010 $ 71.41

Exercisable at December 31, 2024 85,433 70.64

Exercised (1)

( 11,632 ) 66.36

Expired ( 1,555 ) $ 70.64

Outstanding at December 31, 2025 103,823 $ 71.99

Exercisable at December 31, 2025 86,821 $ 72.18

(1) Includes 11,522 and 19,560 stock options withheld to cover purchase price in cashless exercise during the years ended December 31, 2025 and 2023.

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, 2024, stock options outstanding had $ 48,000 aggregate intrinsic value with a weighted average remaining contractual term of 5.2 years years.

As of December 31, 2025, stock options outstanding had $ 121,000 aggregate intrinsic value with a weighted average remaining contractual term of 5.1 years.

CENTERSPACE AND SUBSIDIARIES

7 unchanged sentences

Description Encumbrances (1)

Land Improvements Acquisition Improvements

Land Improvements Acquisition (5)

Improvements Total Depreciation Construction (2)

16 unchanged sentences

Country Meadows Apartment Homes - Billings, MT — 491 7,809 1,764 612 9,452 10,064 ( 6,703 ) 1997 1995 Up to 37

Cypress Court Apartments - St.

Cloud, MN 10,359 1,583 18,879 1,164 1,625 20,001 21,626 ( 7,737 ) 2014 2012 Up to 37

Deer Ridge Apartment Homes - Jamestown, ND — 711 24,129 869 790 24,919 25,709 ( 10,683 ) 2016 2013 Up to 37

1 unchanged sentence

Dylan at RiNo - Denver, CO — 12,155 77,215 2,117 12,241 79,246 91,487 ( 21,848 ) 2016 2017 30 years

Elements of Linden Hills - Minneapolis, MN 5,676 941 7,853 275 949 8,120 9,069 ( 1,045 ) 2015 2022 30 years

Evergreen Apartment Homes - Isanti, MN — 1,129 5,524 785 1,159 6,279 7,438 ( 3,234 ) 2006 2008 Up to 37

FreightYard Townhomes & Flats - Minneapolis, MN — 1,889 23,616 1,516 1,745 25,276 27,021 ( 4,972 ) 1900 2019 30 years

Gardens Apartments - Grand Forks, ND — 518 8,702 410 535 9,095 9,630 ( 3,452 ) 2015 2015 Up to 37

Grand Gateway Apartment Homes - St.

Cloud, MN — 814 7,086 4,229 970 11,159 12,129 ( 4,862 ) 2002 2012 Up to 37

Greenfield - Omaha, NE — 578 4,122 3,737 876 7,561 8,437 ( 4,756 ) 1992 2007 Up to 37

Grove Ridge - Cottage Grove, MN 7,992 1,250 10,271 3,461 1,293 13,689 14,982 ( 1,659 ) 1973 2021 30 years

Homestead Garden Apartments - Rapid City, SD — 655 14,139 3,903 792 17,905 18,697 ( 6,445 ) 2004 2014 Up to 37

Ironwood - New Hope, MN — 2,165 36,874 1,539 2,167 38,411 40,578 ( 8,477 ) 2018 2020 30 years

Lake Vista Apartments Homes - Loveland, CO 51,220 6,618 80,737 3,194 6,649 83,900 90,549 ( 8,370 ) 2011 2023 30 years

Lakeside Village Apartment Homes - Lincoln, NE — 1,215 15,837 8,109 1,476 23,685 25,161 ( 11,133 ) 2000 2012 Up to 37

9 unchanged sentences

Monticello Village - Monticello, MN — 490 3,756 1,461 655 5,052 5,707 ( 3,382 ) 2001 2004 Up to 37

New Hope Garden & Village - New Hope, MN 9,943 1,603 12,578 1,631 1,651 14,161 15,812 ( 2,132 ) 1969 2021 30 years

Noko Apartments - Minneapolis, MN — 1,915 42,636 762 1,918 43,395 45,313 ( 6,942 ) 2021 2022 30 years

Northridge Apartments - Bismarck, ND — 884 7,515 540 1,057 7,882 8,939 ( 2,990 ) 2014 2014 Up to 37

Olympic Village Apartments - Billings, MT — 1,164 10,441 4,335 1,976 13,964 15,940 ( 9,917 ) 2000 2000 Up to 37

Oxbo Urban Rentals - St Paul, MN — 5,809 51,586 1,194 5,822 52,767 58,589 ( 14,783 ) 2016 2017 30 years

Palisades - Roseville, MN 19,377 6,919 46,577 12,355 6,959 58,892 65,851 ( 9,527 ) 1973 2021 30 years

Park Place Apartments - Plymouth, MN — 10,609 80,781 23,691 10,819 104,262 115,081 ( 36,690 ) 1985 2017 30 years

CENTERSPACE AND SUBSIDIARIES

7 unchanged sentences

Description Encumbrances (1)

Land Improvements Acquisition Improvements

Land Improvements Acquisition (5)

Improvements Total Depreciation Construction (2)

Acquisition (3)

Olympic Village Apartments - Billings, MT — 1,164 10,441 4,216 1,976 13,845 15,821 ( 9,478 ) 2000 2000 Up to 37

Oxbo Urban Rentals - St Paul, MN 15,760 5,809 51,586 971 5,822 52,544 58,366 ( 13,293 ) 2016 2017 30 years

Palisades - Roseville, MN 19,723 6,919 46,577 12,115 6,959 58,652 65,611 ( 6,646 ) 1973 2021 30 years

Park Place Apartments - Plymouth, MN — 10,609 80,781 21,392 10,819 101,963 112,782 ( 31,841 ) 1985 2017 30 years

Parkhouse Apartment Homes - Thornton, CO 86,454 10,474 132,105 7,389 10,484 139,484 149,968 ( 29,332 ) 2016 2020 30 years

1 unchanged sentence

Pointe West Apartments - Rapid City, SD — 240 3,538 2,405 463 5,720 6,183 ( 4,489 ) 1985 1994 Up to 37

Ponds at Heritage Place - Sartell, MN — 395 4,564 619 419 5,159 5,578 ( 2,206 ) 2008 2012 Up to 37

Prosper West - Waite Park, MN 16,425 939 10,167 18,091 1,912 27,285 29,197 ( 19,088 ) 1989 1995 Up to 37

Quarry Ridge Apartments - Rochester, MN — 2,254 30,024 10,049 2,412 39,915 42,327 ( 20,826 ) 2001 2006 Up to 37

Red 20 Apartments - Minneapolis, MN — 1,900 24,116 1,016 1,908 25,124 27,032 ( 10,579 ) 2013 2013 Up to 37

Regency Park Estates - St.

Cloud, MN 6,405 702 10,198 8,565 1,179 18,286 19,465 ( 8,899 ) 1994 2011 Up to 37

Rimrock West Apartments - Billings, MT — 330 3,489 1,970 573 5,216 5,789 ( 4,012 ) 1975 1999 Up to 37

9 unchanged sentences

Sunset Trail Apartment Homes - Rochester, MN — 336 12,814 6,943 826 19,267 20,093 ( 12,247 ) 2000 1999 Up to 37

The Bosk - Woodbury, MN 31,673 5,367 40,422 18,580 5,449 58,920 64,369 ( 8,834 ) 1974 2021 30 years

Union Pointe - Longmont, CO — 5,727 69,966 1,428 5,736 71,385 77,121 ( 14,164 ) 2019 2021 30 years

Venue on Knox - Minneapolis, MN 11,660 3,438 14,743 6,562 3,530 21,213 24,743 ( 3,520 ) 1959 2021 30 years

Westend - Denver, CO — 25,525 102,180 6,261 25,532 108,434 133,966 ( 28,865 ) 2015 2018 30 years

Whispering Ridge - Omaha, NE 21,800 2,139 25,424 5,127 2,551 30,139 32,690 ( 14,034 ) 2010 2013 Up to 37

Woodhaven - Minneapolis, MN 14,408 3,940 20,080 2,335 4,040 22,315 26,355 ( 2,963 ) 1974 2021 30 years

Woodridge on Second - Rochester, MN — 370 6,028 6,285 761 11,922 12,683 ( 9,151 ) 1990 1997 Up to 37

Zest - Minneapolis, MN 7,277 936 10,209 542 946 10,741 11,687 ( 1,360 ) 2016 2022 30 years

Total Same-Store $ 396,573 $ 171,129 $ 1,745,862 $ 231,638 $ 181,330 $ 1,967,299 $ 2,148,629 $ ( 635,898 )

Non-Same-Store

Lake Vista Apartments Homes - Loveland, CO $ 52,232 $ 6,618 $ 80,737 $ 1,930 $ 6,649 $ 82,636 $ 89,285 $ ( 4,529 ) 2011 2023 30 years

Lydian - Denver, CO 35,000 4,852 34,680 1,175 4,852 35,855 40,707 ( 1,779 ) 2018 2024 30 years

Railway Flats - Loveland, CO 75,975 10,415 94,483 129 10,415 94,612 105,027 ( 1,771 ) 2019 2025 30 years

Sugarmont - Salt Lake City, UT 59,763 20,232 125,632 68 20,232 125,700 145,932 ( 2,797 ) 2021 2025 30 years

The Bosk - Woodbury, MN 31,673 5,367 40,422 21,656 5,449 61,996 67,445 ( 13,173 ) 1974 2021 30 years

Total Non-Same-Store $ 202,411 $ 40,866 $ 295,217 $ 23,028 $ 40,948 $ 318,163 $ 359,111 $ ( 19,520 )

4 unchanged sentences

Civic Lofts - Denver, CO — — — — — — — — 2019 2021 30 years

Lugano at Cherry Creek - Denver, CO — — 1,600 894 — 2,494 2,494 ( 581 ) 2010 2019 30 years

Lydian - Denver, CO (4)

— — 668 48 — 716 716 ( 141 ) 2018 2024 30 years

Noko Apartments - Minneapolis, MN — — 118 — — 118 118 ( 34 ) 2021 2022 30 years

Oxbo Urban Rentals- St Paul, MN — — 3,472 54 — 3,526 3,526 ( 921 ) 2016 2017 30 years

Red 20 Apartments - Minneapolis, MN — — 2,525 491 — 3,016 3,016 ( 1,209 ) 2013 2013 Up to 37

Total Other - Mixed Use $ — $ — $ 14,262 $ 2,018 $ — $ 16,280 $ 16,280 $ ( 4,706 )

CENTERSPACE AND SUBSIDIARIES

7 unchanged sentences

Description Encumbrances (1)

Land Improvements Acquisition Improvements

Land Improvements Acquisition (5)

Improvements Total Depreciation Construction (2)

Acquisition (3)

Lugano at Cherry Creek - Denver, CO — — 1,600 863 — 2,463 2,463 ( 466 ) 2010 2019 30 years

Lydian - Denver, CO (4)

— — 668 4 — 672 672 ( 28 ) 2018 2024 30 years

Noko Apartments - Minneapolis, MN — — 118 — — 118 118 ( 25 ) 2021 2022 30 years

Oxbo Urban Rentals- St Paul, MN (4)

— — 3,472 54 — 3,526 3,526 ( 825 ) 2016 2017 30 years

Red 20 Apartments - Minneapolis, MN (4)

— — 2,525 434 — 2,959 2,959 ( 1,101 ) 2013 2013 Up to 37

Zest - Minneapolis, MN (4)

— — 52 1 — 53 53 ( 29 ) 2016 2022 30 years

Total Other - Mixed Use — $ — $ 14,314 $ 1,672 $ — $ 15,986 $ 15,986 $ ( 4,110 )

Other - Commercial

3100 10th St SW - Minot, ND — $ 246 $ 1,866 $ ( 118 ) $ 264 $ 1,730 $ 1,994 $ ( 425 ) 1980 2019 30 years

Total Other - Commercial — $ 246 $ 1,866 $ ( 118 ) $ 264 $ 1,730 $ 1,994 $ ( 425 )

Total $ 598,984 $ 211,995 $ 2,055,341 $ 256,684 $ 222,278 $ 2,301,742 $ 2,524,020 $ ( 660,124 )

31 unchanged sentences

Deductions during year

Accumulated depreciation on real estate sold or classified as held for sale ( 2,350 ) ( 92,239 ) —

Accumulated depreciation on real estate sold ( 66,854 ) ( 2,350 ) ( 92,239 )

( 3,559 ) ( 5,500 ) ( 11,150 )

2 unchanged sentences

$ 1,863,896 $ 1,854,761 $ 1,889,443

(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 at December 31, 2024 and December 31, 2023.

(1) During the years ended December 31, 2025 and 2023, Centerspace recognized impairment on six and two apartment communities, respectively.

(2) Consists of the write off of fully depreciated assets and accumulated amortization, miscellaneous disposed assets, and involuntary conversion of assets written down in connection with casualty losses.

(3) The estimated net basis for Federal Income Tax purposes was $ 1.5 billion and $ 1.4 billion at December 31, 2025 and December 31, 2024, respectively.

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.

What changed 10-K

Item 9A. Controls and Procedures