Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures : As of December 31, 2025, the end of the period covered by this Report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting : There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. 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, 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
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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.
Our internal control over financial reporting includes policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions, acquisitions and dispositions of assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and the trustees; and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions or deterioration in the degree of compliance with the policies or procedures.
Our internal control over financial reporting as of December 31, 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.
Item 9B. Other Information
During the fiscal quarter ended December 31, 2025, none of our trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Trustees, Executive Officers and Corporate Governance
The information required by this Item regarding Trustees is incorporated by reference to the information under “Election of Trustees,” “Information About Our Executive Officers,” “Code of Conduct and Code of Ethics for Senior Financial Officers,” and “Board Committees” in our definitive proxy statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to the information under “Trustee Compensation,” “Compensation Discussion and Analysis” and “Executive Officer Compensation Tables” in our definitive proxy statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this Item is incorporated by reference to the information under “Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report.
Item 13. Certain Relationships and Related Transactions, and Trustee Independence
The information required by this Item is incorporated by reference to the information under “Relationships and Related Party Transactions” and “Corporate Governance and Board Matters” in our definitive proxy statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report.
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Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated by reference to the information under “Accounting and Audit Committee Matters” in our definitive proxy statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC no later than 120 days after the end of the year covered by this Report.
PART IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this report :
1. Financial Statements
See the “Table of Contents” to our Consolidated Financial Statements on page F-1 of this Report.
2. Financial Statement Schedules
See the “Table of Contents” to our Consolidated Financial Statements on page F-1 of this Report.
The following financial statement schedules should be read in conjunction with the financial statements referenced in Part II, Item 8 of this Report: Schedule III Real Estate and Accumulated Depreciation
3. Exhibits
See the Exhibit Index set forth in part (b) below.
The Exhibit Index below lists the exhibits to this Report. We will furnish a printed copy of any exhibit listed below to any security holder who requests it upon payment of a fee of 15 cents per page. All Exhibits are either contained in this Report or are incorporated by reference as indicated below.
Item 16. 10-K Summary
None.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1. Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust adopted on September 23, 2003, as amended on September 18, 2007 (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the Commission on June 30, 2014).
3.2 Seventh Restated Trustee’s Regulations (Bylaws) of Investors Real Estate Trust, adopted on April 27, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020).
4.1 Note Purchase and Private Shelf Agreement, dated as of September 13, 2019, by and among IRET Properties, a North Dakota Limited Partnership, as the Issuer, Investors Real Estate Trust, as the Parent, IRET, Inc., as the General Partner, certain subsidiaries of the Parent, PGIM, Inc., an affiliate of Prudential Financial, Inc., certain affiliates of PGIM, Inc., and the Purchasers of the Series A Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2019).
4.2 Form of Series A Senior Note under the Note Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2019).
4.3 Form of Series B Notes under the Note Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated October 1, 2019).
4.4 Form of Guaranty Agreement under the Note Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 17, 2019).
4.5 Description of Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed with the Commission on February 19, 2020).
4.6 Amendment to Note Purchase and Private Shelf Agreement, dated as of September 13, 2019, by and among Centerspace, LP, a North Dakota Limited Partnership, as the Issuer, Investors Real Estate, as the Parent, Centerspace, Inc., as the General Partner, certain subsidiaries of the Parent, PGIM Inc., an affiliate of Prudential Financial, Inc., certain affiliates of PGIM, Inc., and the Purchasers of the Series A Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 7, 2021).
4.7 Form of Series C Notes under Note Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 7, 2021).
4.8 Confirmation of Guarantee Agreement, dated as of January 6, 2021, by an among Centerspace, Inc., Investors Real Estate Trust, IRET - Grand Gateway Apartments, LLC, IRET - Homestead Gardens II, LLC, IRET - River Ridge Apartments, LLC, IRET - Valley Park Manor, LLC, and the Holders of Notes thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 7, 2021).
4.9 Note Purchase Agreement, dated September 17, 2021, by and among Centerspace, Centerspace, LP, Centerspace, Inc., Allianz Life Insurance Company of North America, Nationwide Life and Annuity Insurance Company, Nationwide Life Insurance Company, Prudential Annuities Life Assurance Corporation, The Prudential Insurance Company of America, The Prudential Life Insurance Company, Ltd., and Nassau Life Insurance Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021).
4.10 Form of Series 2021-A Senior Note (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021).
4.11 Form of Series 2021-B Senior Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021).
4.12 Form of Series 2021-C Senior Note (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021).
4.13 Form of Series 2021-D Senior Note (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021).
4.14 Guarantee Agreement, dated September 17, 2021 of Centerspace, LP Note (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021).
4.15 Amendment No. 2 to Note Purchase and Private Shelf Agreement, dated September 17, 2021, and related Exhibit B attached thereto, by and among Centerspace, Centerspace, LP, Centerspace, Inc., PGIM, Inc., an affiliate of Prudential Financial, Inc. and certain affiliates of PGIM, Inc. Note (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the Commission on September 20, 2021).
10.1**
2015 Incentive Plan dated June 23, 2015 (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Commission on August 3, 2015).
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EXHIBIT NO. DESCRIPTION
10.2** Amendment to 2015 Incentive Plan dated April 19, 2016 (incorporated herein by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed with the Commission on June 29, 2016).
10.3** Amendment to 2015 Incentive Plan dated March 13, 2020 (incorporated herein by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Commission on April 6, 2020).
10.4**
Form of Performance Stock Award Agreement under the 2015 Incentive Plan dated June 22, 2016 (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Commission on June 29, 2016).
10.5**
Form of Stock Award Agreement under the 2015 Incentive Plan dated June 22, 2016 (incorporated herein by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Commission on June 29, 2016).
10.6** 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).
10.7 Second Amended and Restated Credit Agreement and related Annex I attached thereto, dated as of August 31, 2018, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 6, 2018).
10.8 First Amendment to Second Amended and Restated Credit Agreement and related Annex I attached thereto, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on From 10-K filed with the Commission on February 19, 2020).
10.9 Second Amendment to Second Amended and Restated Credit Agreement and related Annex I attached thereto, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 17, 2019).
10.10 Amended and Restated Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership (as amended and restated through February 27, 2019) (incorporated by reference to Exhibit 10.30 to the Company’s Transition Report on Form 10-K filed with the Commission on February 27, 2019).
10.11 Third Amendment to the Amended and Restated Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 2, 2017).
10.12 Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership, dated as of February 26, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on February 27, 2019).
10.13 Form of Contribution Agreement, dated as of June 3, 2021, by and between Seller and Centerspace, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2021).
10.14 Form of Tax Protection Agreement, by and among Seller, Centerspace, and Centerspace, LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2021).
10.15 Amendment to Limited Partnership Agreement of the Partnership, dated September 1, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 2, 2021).
10.16 Master Credit Facility, dated as of September 1, 2021, among certain wholly-owned subsidiaries of Centerspace and Walker & Dunlop, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 2, 2021).
10.17 Assumption Agreement and Amendment to Loan Documents, dated as of September 1, 2021, among CSR - Palisades, LLC, Minnesota Life Insurance Company and Palisades Limited Partnership (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on September 2, 2021).
10.18 Third Amended and Restated Credit Agreement, dated as of September 30, 2021, among Centerspace, LP, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, KeyBank, National Association and PNC Bank, National Association, as Syndicated Agents, and Bank of Montreal, as Administrative Agent Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2021).
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EXHIBIT NO. DESCRIPTION
10.19 Equity Distribution Agreement dated September 10, 2021 between the Company and BMO Capital Markets Corp., BTIG, LLC, Jefferies LLC, Raymond James & Associates, Inc., BofA Securities, Inc., UBS Securities LLC, Piper Sandler & Co., and certain of their affiliates (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 10, 2021).
10.20 Term Loan Agreement, dated as of November 22, 2022, among Centerspace, LP, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and PNC Bank, National Association, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 28, 2022).
10.21** Employment Agreement, effective March 31, 2023, by and between the Company and Anne Olson (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2023).
10.22** Form of Change in Control Severance Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2023).
10.23
Separation Agreement, effective as of March 31, 2023, by and between the Company and Mark Decker, Jr. (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2023).
10.24
Promissory Note, dated April 26, 2023, by CSR - PARKHOUSE, LLC in favor of State Farm Life Insurance Company (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2023).
10.25
Deed of Trust, Security Agreement and Fixture Filing with Assignment of Leases and Rents, dated April 26, 2023, by CSR - PARKHOUSE, LLC, in favor of the Public Trustee of the County (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2023).
10.26
Guaranty Agreement, dated April 26, 2023, by Centerspace in favor of State Farm Life (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2023).
10.27
First Amendment to Third Amended and Restated Credit Agreement, dated as of May 31, 2023, among Centerspace, LP, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, KeyBank, National Association and PNC Bank, National Association, as Syndicated Agents, and Bank of Montreal, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on June 2, 2023).
10.28**
Employment Agreement, effective February 20, 2024, by and between Centerspace and Bhairav Patel (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on February 20, 2024).
10.29 Amendment No. 1, dated May 9, 2024, to Equity Distribution Agreement dated September 10, 2021 between the Company and BMO Capital Markets Corp., BTIG, LLC, Jefferies LLC, Raymond James & Associates, Inc., BofA Securities, Inc., UBS Securities LLC, Piper Sandler & Co., and certain of their affiliates and agents (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2024).
10.30 Third Amendment to Second Amended and Restated Credit Agreement and related Annex I attached thereto, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2024).
10.31 Amendment No. 2, dated July 29, 2024, to Equity Distribution Agreement, dated September 10, 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024, between the Company and BMO Capital Markets Corp., Robert W. Baird & Co. 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. 3, dated September 9, 2024, to Equity Distribution Agreement, dated September 10, 2021, as amended by Amendment No. 1 to the Equity Distribution Agreement, effective as of May 9, 2024 and Amendment No. 2 to the Equity Distribution Agreement, effective as of July 29, 2024, between the Company and BMO Capital Markets Corp., Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, Janney Montgomery Scott LLC, Jefferies LLC, Piper Sandler & Co., Raymond James & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC and certain of their affiliates and agents (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 9, 2024).
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EXHIBIT NO. DESCRIPTION
10.33
Amendment No. 4 to Note Purchase and Private Shelf Agreement, dated October 28, 2024, by and among Centerspace, LP, Centerspace, Centerspace, Inc., PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (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.)
10.34**
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).
10.35**
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).
10.36**
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.)
10.37**
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.)
19.1
Insider Trading Policy (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the Commission on February 20, 2024).
21.1 †
Subsidiaries of Centerspace
23.1 †
Consent of Independent Registered Public Accounting Firm
24.1 †
Power of Attorney (included on the signature page to this Annual Report on Form 10-K and incorporated by reference herein).
31.1 †
Section 302 Certification of President and Chief Executive Officer
31.2 †
Section 302 Certification of Executive Vice President and Chief Financial Officer
32.1 †
Section 906 Certification of the President and Chief Executive Officer
32.2 †
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 Commission on February 20, 2024).
101 †
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 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)
† Filed herewith
** Indicates management compensatory plan, contract or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 17, 2026 Centerspace
By: /s/ Anne Olson
Anne Olson
President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ John A. Schissel
John A. Schissel Trustee & Chairman February 17, 2026
/s/ Anne Olson
Anne Olson
President & Chief Executive Officer
(Principal Executive Officer); Trustee February 17, 2026
/s/ Bhairav Patel
Bhairav Patel Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) February 17, 2026
/s/ Emily Nagle Green
Emily Nagle Green Trustee February 17, 2026
/s/ Mary J. Twinem
Mary J. Twinem Trustee February 17, 2026
/s/ Rodney Jones-Tyson
Rodney Jones-Tyson Trustee February 17, 2026
/s/ Ola Oyinsan Hixon
Ola Oyinsan Hixon
Trustee February 17, 2026
/s/ Jay L. Rosenberg
Jay L. Rosenberg
Trustee February 17, 2026
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CENTERSPACE AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID Number 248 )
F- 2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
F- 4
Consolidated Statements of Operations and Comprehensive Income (Loss)
F- 5
Consolidated Statements of Equity
F- 6
Consolidated Statements of Cash Flows
F- 7
Notes to Consolidated Financial Statements
F- 9
ADDITIONAL INFORMATION
Schedule III - Real Estate and Accumulated Depreciation
F- 30
Schedules other than those listed above are omitted since they are not required or are not applicable, or the required information is shown in the Consolidated F inancial Statements or notes thereon.
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees and Shareholders
Centerspace
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Centerspace (a North Dakota real estate investment trust) and subsidiaries (the “Company”) as of December 31, 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 17, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2012.
Dallas, TX
February 17, 2026
F-2
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Trustees and Shareholders
Centerspace
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Centerspace (a North Dakota real estate investment trust) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 17, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Dallas, TX
February 17, 2026
F-3
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CENTERSPACE AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
December 31, 2025 December 31, 2024
ASSETS
Real estate investments
Property owned $ 2,524,020 $ 2,480,741
Less accumulated depreciation ( 660,124 ) ( 625,980 )
Total real estate investments 1,863,896 1,854,761
Cash and cash equivalents 12,833 12,030
Restricted cash 2,818 1,099
Other assets 46,620 45,817
TOTAL ASSETS $ 1,926,167 $ 1,913,707
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 59,247 $ 59,319
Revolving lines of credit 154,925 47,359
Notes payable, net of unamortized loan costs of $ 421 and $ 480 , respectively
299,579 299,520
Mortgages payable, net of unamortized loan costs of $ 2,937 and $ 3,262 , respectively
566,660 608,506
TOTAL LIABILITIES $ 1,080,411 $ 1,014,704
COMMITMENTS AND CONTINGENCIES (NOTE 12)
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
EQUITY
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)
1,368,834 1,367,637
Accumulated distributions in excess of net income ( 649,678 ) ( 615,242 )
Accumulated other comprehensive loss — ( 407 )
Total shareholders’ equity $ 719,156 $ 751,988
Noncontrolling interests – Operating Partnership and Series E preferred units 120,660 129,782
Noncontrolling interests – consolidated real estate entities — 673
TOTAL EQUITY $ 839,816 $ 882,443
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,926,167 $ 1,913,707
See Notes to Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
( in thousands, except per share data)
Year Ended December 31,
2025 2024 2023
REVENUE $ 273,662 $ 260,983 $ 261,309
EXPENSES
Property operating expenses, excluding real estate taxes 77,627 76,338 77,053
Real estate taxes 28,646 26,906 28,759
Property management expense 9,638 9,128 9,353
Casualty loss 816 3,307 2,095
Depreciation and amortization 113,231 106,450 101,678
Impairment of real estate investments 37,719 — 5,218
General and administrative expenses 20,918 17,802 20,080
TOTAL EXPENSES 288,595 239,931 244,236
Gain (loss) on sale of real estate and other investments
79,470 ( 577 ) 71,244
Loss on litigation settlement — — ( 3,864 )
Operating income
64,537 20,475 84,453
Interest expense ( 44,884 ) ( 37,280 ) ( 36,429 )
Loss on extinguishment of debt ( 98 ) — —
Interest and other income
3,409 2,613 1,207
NET INCOME (LOSS) 22,964 ( 14,192 ) 49,231
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 )
Net income attributable to noncontrolling interests – consolidated real estate entities
( 2,408 ) ( 131 ) ( 125 )
Net income (loss) attributable to controlling interests
17,101 ( 11,328 ) 41,325
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) $ 22,964 $ ( 14,192 ) $ 49,231
Other comprehensive loss:
Loss on derivative instrument reclassified into earnings
407 712 936
TOTAL COMPREHENSIVE INCOME (LOSS) $ 23,371 $ ( 13,480 ) $ 50,167
Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units ( 2,910 ) 3,745 ( 6,985 )
Net comprehensive income attributable to noncontrolling interests – consolidated real estate entities
( 2,408 ) ( 131 ) ( 125 )
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.
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CENTERSPACE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except per share amounts)
NUMBER ACCUMULATED ACCUMULATED
OF DISTRIBUTIONS OTHER
PREFERRED COMMON COMMON IN EXCESS OF COMPREHENSIVE NONCONTROLLING TOTAL
SHARES SHARES SHARES NET INCOME LOSS
INTERESTS EQUITY
Balance at December 31, 2022 $ 93,530 15,020 $ 1,252,142 $ ( 539,422 ) $ ( 2,055 ) $ 146,101 $ 950,296
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)
( 43,748 ) ( 2,694 ) ( 46,442 )
Distributions – Series C preferred shares ($ 1.65625 per Series C share)
( 6,428 ) ( 6,428 )
Distributions – Series E preferred units ($ 3.875 per unit)
( 6,756 ) ( 6,756 )
Share-based compensation, net of forfeitures 20 3,295 3,295
Redemption of Units for common shares 109 5,224 ( 5,224 ) —
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 )
Other ( 1 ) ( 306 ) ( 622 ) ( 928 )
Balance at December 31, 2023 $ 93,530 14,963 $ 1,249,440 $ ( 548,273 ) $ ( 1,119 ) $ 137,447 $ 931,025
Net loss attributable to controlling interests and noncontrolling interests
( 11,328 ) ( 3,504 ) ( 14,832 )
Amortization of swap settlements 712 712
Distributions – common shares and Units ($ 3.00 per share and Unit)
( 47,309 ) ( 2,602 ) ( 49,911 )
Distributions – Series C preferred shares ($ 1.2421875 per Series C share)
( 4,821 ) ( 4,821 )
Distributions – Series E preferred units ($ 3.875 per unit)
( 6,615 ) ( 6,615 )
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 ) —
Redemption of Series E preferred units for common shares
172 7,784 ( 7,784 ) —
Equity rebalancing ( 7,350 ) 7,350 —
Shares repurchased ( 93,530 ) ( 88 ) ( 4,703 ) ( 3,511 ) ( 101,744 )
Other — ( 154 ) ( 109 ) ( 263 )
Balance at December 31, 2024 $ — 16,719 $ 1,367,637 $ ( 615,242 ) $ ( 407 ) $ 130,455 $ 882,443
Net income attributable to controlling interests and noncontrolling interests
17,101 5,377 22,478
Amortization of swap settlements 407 407
Distributions – common shares and Units ($ 3.08 per share and Unit)
( 51,537 ) ( 2,951 ) ( 54,488 )
Distributions – Series E preferred units ($ 3.875 per unit)
( 6,113 ) ( 6,113 )
Share-based compensation, net of forfeitures 31 3,445 3,445
Sale of common shares, net — ( 331 ) ( 331 )
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 )
Balance at December 31, 2025 $ — 16,761 $ 1,368,834 $ ( 649,678 ) $ — $ 120,660 $ 839,816
See Notes to Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 22,964 $ ( 14,192 ) $ 49,231
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization, including amortization of capitalized loan costs 114,644 107,648 103,172
(Gain) loss on sale of real estate and other investments
( 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
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
Changes in other assets and liabilities:
Other assets ( 5,615 ) ( 4,898 ) ( 760 )
Accounts payable and accrued expenses 245 1,442 ( 2,108 )
Net cash provided by operating activities
$ 98,453 $ 98,248 $ 89,520
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in mortgages and real estate related notes receivable — ( 13,557 ) ( 1,579 )
Net proceeds from sale of real estate and other investments 212,235 18,251 223,259
Proceeds from insurance 1,191 1,949 328
Payments for acquisitions of real estate assets ( 206,250 ) ( 1,030 ) ( 42,226 )
Payments for improvements of real estate assets ( 34,161 ) ( 56,654 ) ( 58,825 )
Other investing activities 116 325 ( 748 )
Net cash provided by (used by) investing activities
$ ( 26,869 ) $ ( 50,716 ) $ 120,209
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgages payable — — 90,000
Principal payments on mortgages payable ( 96,776 ) ( 10,860 ) ( 46,749 )
Proceeds from revolving lines of credit 455,194 130,537 135,104
Principal payments on revolving lines of credit ( 347,629 ) ( 113,178 ) ( 218,604 )
Principal payments on notes payable and other debt — — ( 100,000 )
Proceeds from sale of common shares, net of issuance costs ( 331 ) 112,071 —
Repurchase of common shares ( 3,454 ) ( 4,703 ) ( 11,539 )
Redemption of Series C preferred shares — ( 97,041 ) —
Redemption of Series D preferred units ( 10,620 ) — —
Distributions paid to common shareholders ( 51,076 ) ( 45,789 ) ( 43,742 )
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 used by financing activities
$ ( 69,062 ) $ ( 43,672 ) $ ( 212,351 )
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 2,522 3,860 ( 2,622 )
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR 13,129 9,269 11,891
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR $ 15,651 $ 13,129 $ 9,269
See Notes to Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
Year Ended December 31,
2025 2024 2023
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures $ 1,905 $ 2,992 $ 9,747
Operating partnership units converted to common shares 2,661 3,218 5,224
Distributions declared but not paid 13,613 13,178 11,552
Retirement of shares withheld for taxes — 122 190
Loss on litigation settlement — — 1,000
Involuntary conversion of assets ( 1,893 ) ( 3,306 ) ( 4,224 )
Real estate assets acquired through assumption of debt 76,496 39,000 52,723
Real estate assets and related notes receivable acquired through issuance of operating partnership units — 13,875 —
Fair value adjustment to debt ( 23,632 ) ( 7,568 ) ( 3,924 )
Series E preferred units converted to common shares 598 7,784 1,557
Non-cash interest income 1,742 1,354 —
Unrealized gain (loss) on investment 507 551 137
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest 40,689 33,537 34,182
(in thousands)
Balance sheet description December 31, 2025 December 31, 2024 December 31, 2023
Cash and cash equivalents $ 12,833 $ 12,030 $ 8,630
Restricted cash 2,818 1,099 639
Total cash, cash equivalents and restricted cash $ 15,651 $ 13,129 $ 9,269
See Notes to Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
NOTE 1 • ORGANIZATION
Centerspace, collectively with its consolidated subsidiaries (“Centerspace,” “the Company,” “we,” “us,” or “our”) is a North Dakota real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment and development of apartment communities. As of December 31, 2025, Centerspace owned interests in 61 apartment communities consisting of 12,262 apartment homes.
NOTE 2 • BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership, and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions are eliminated in consolidation.
The Company’s interest in the Operating Partnership as of December 31, 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 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
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain previously reported amounts 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.
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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)
Years Ended
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
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RECENT ACCOUNTING PRONOUNCEMENTS
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters
ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses
This ASU is intended to improve financial reporting by requiring public companies disclose additional information about specific expense categories in the notes to the financial statements.
This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.
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
Real estate investments are recorded at cost less accumulated depreciation and an adjustment for impairment, if any. Property, consisting primarily of real estate investments, totaled $ 1.9 billion 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 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. The estimated fair value of the property is the amount that would be recoverable upon the disposition of the property. Techniques used to estimate fair value include discounted cash flow analysis and reference to recent sales of comparable properties. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. Land value is assigned based on the purchase price if land is acquired separately or based on a relative fair value allocation if acquired in a portfolio acquisition.
Other intangible assets acquired include amounts for in-place lease values that are based upon the Company’s evaluation of the specific characteristics of the leases. Factors considered in the fair value analysis include an estimate of carrying costs and foregone rental income during hypothetical expected lease-up periods, considering current market conditions, and costs to execute similar leases. The Company also considers information about each property obtained during pre-acquisition due diligence, marketing, and leasing activities in estimating the relative fair value of the tangible and intangible assets acquired.
Acquired above- and below-market lease values are recorded as the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental revenue over the remaining terms of the respective leases.
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Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The Company uses a 10 - 37 year estimated life for buildings and improvements and a 5 - 10 year estimated life for furniture, fixtures, and equipment. Land is not depreciated.
The Company follows the real estate project costs guidance in Accounting Standards Codification (“ASC”) 970, Real Estate – General, in accounting for the costs of development and redevelopment projects. As real estate is undergoing development or redevelopment, all project costs directly associated with and attributable to the development and construction of a project, including interest expense and real estate tax expense, are capitalized to the cost of the real property. The capitalization period begins when development activities and expenditures begin and are identifiable to a specific property and ends upon completion, which is when the asset is ready for its intended use. Generally, rental property is considered substantially complete upon issuance of a certificate of occupancy. General and administrative costs are expensed as incurred. The Company did no t capitalize interest during the years ended December 31, 2025, 2024, and 2023.
Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Renovations and improvements that improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life, generally five to twenty years .
We periodically evaluate our long-lived assets, including real estate investments, for impairment indicators. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, we compare the estimated future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If our anticipated holding period for properties, the estimated fair value of properties or other factors change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of estimated cash flows is subjective and is based, in part, on assumptions regarding future physical occupancy, rental rates, and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
During the year ended December 31, 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. The Company recognized impairments of $ 3.0 million on one apartment community in Richfield, MN and $ 2.2 million on one apartment community in New Hope, MN. These properties were written-down to estimated fair value based on receipt of market offers to purchase the apartment communities.
The Company classifies properties as held for sale when they meet the GAAP criteria, which include: (a) management commits to and initiates a plan to sell the asset; (b) the sale is probable and expected to be completed within one year under terms that are usual and customary for sales of such assets; and (c) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company generally considers these criteria met when the transaction has been approved by its Board of Trustees, there are no known significant contingencies related to the sale, and management believes it is probable that the sale will be completed within one year . The Company had no properties classified as held for sale at December 31, 2025 and 2024.
Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal costs. The Company’s determination of fair value is based on inputs management believes are consistent with those that market participants would use. Estimates are significantly impacted by estimates of sales price, selling velocity, and other factors. Due to uncertainties in the estimation process, actual results could differ from such estimates. Depreciation is not recorded on assets classified as held for sale.
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of bank deposits and deposits in 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, 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. The funds are under the control of the lender. Disbursements are made after supplying written documentation to the lender .
LEASES
As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB ASC 842, Leases , using a method that represents a straight-line basis over the term of the lease. For the years ended December 31, 2025, 2024, and 2023, rental income represents approximately 98.2 %, 98.3 %, and 98.1 %, respectively, of total revenues and includes gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the years ended December 31, 2025, 2024, and 2023, other property revenues represent the remaining 1.8 %, 1.7 %, and 1.9 %, respectively, of total revenues and are primarily driven by other fee income, which is typically recognized when earned, at a point in time.
Some of the Company’s apartment communities have commercial spaces available for lease. Lease terms for these spaces typically range from three to fifteen years . The leases for commercial spaces generally include options to extend the lease for additional terms, 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. Centerspace has elected the practical expedient to combine lease and non-lease components. The combined components are included in lease income and are accounted for under ASC 842.
The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of December 31, 2025, was as follows:
(in thousands)
2026 $ 3,195
2027 2,898
2028 2,545
2029 2,205
2030 2,108
Thereafter 5,861
Total scheduled lease income - operating leases $ 18,812
REVENUES AND GAINS OR LOSSES ON SALE OF REAL ESTATE
Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.
Revenue streams that are included in revenues from contracts with customers include other property revenues such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.
The following table presents the disaggregation of revenue streams for the years ended December 31, 2025, 2024, and 2023:
(in thousands)
Year ended December 31,
Revenue Stream Applicable Standard 2025 2024 2023
Fixed lease income - operating leases Leases $ 252,918 $ 243,008 $ 243,931
Variable lease income - operating leases Leases 15,887 13,419 12,433
Other property revenue Revenue from contracts with customers 4,857 4,556 4,945
Total revenue $ 273,662 $ 260,983 $ 261,309
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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, 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.
MARKET CONCENTRATION RISK
The Company is subject to increased exposure from economic and other competitive factors specific to markets where it holds a significant percentage of the carrying value of its real estate portfolio. As of December 31, 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.
INCOME TAXES
The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code. Under those sections, a REIT which distributes at least 90 % of its REIT taxable income, excluding capital gains, as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to shareholders. For the years ended December 31, 2025, 2024, and 2023, the Company distributed in excess of 90 % of its taxable income and realized capital gains from property dispositions within the prescribed time limits. Accordingly, no provision has been made for federal income taxes in the accompanying Consolidated Financial Statements. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, the Company may be subject to certain state and local income and property taxes, and to federal income and excise taxes on undistributed taxable income. In general, however, if the Company qualifies as a REIT, no provisions for federal income taxes are necessary except for taxes on undistributed REIT taxable income and taxes on the income generated by a taxable REIT subsidiary (TRS).
The Company has one TRS, which is subject to corporate federal and state income taxes on its taxable income at regular statutory rates. There were no income tax provisions or material deferred income tax items including any valuation allowances for the TRS for the years ended December 31, 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. UPREIT status allows us to accept the contribution of real estate in exchange for Units. Generally, such a contribution to a limited partnership allows for the deferral of gain by an owner of appreciated real estate.
The following table indicates how distributions were characterized for federal income tax purposes for the years ended December 31, 2025, 2024, and 2023:
CALENDAR YEAR 2025 2024 2023
Tax status of distributions
Capital gain 69.55 % — % 48.79 %
Ordinary income 30.45 % 41.71 % 28.46 %
Return of capital — % 58.29 % 22.75 %
VARIABLE INTEREST ENTITY
Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all the Company’s assets and liabilities are held through a VIE.
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OTHER ASSETS
As of December 31, 2025 and 2024, other assets consisted of the following amounts:
in thousands
December 31, 2025 December 31, 2024
Receivable arising from straight line rents $ 1,645 $ 408
Accounts receivable, net of allowance
524 384
Real estate related notes receivable 26,394 25,092
Prepaid assets 7,166 8,271
Other assets (1)
5,715 4,626
Intangible assets, net of accumulated amortization
2,015 1,977
Property and equipment, net of accumulated depreciation
526 2,543
Goodwill 316 491
Deferred charges and leasing costs 2,319 2,025
Total Other Assets $ 46,620 $ 45,817
(1) See Involuntary Conversion of Assets discussion below for additional information on insurance receivable included here.
Real estate related notes receivable. 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, 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. The note matures February 1, 2039 and may be prepaid in whole or in part at any time.
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 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. The loan is secured by a pledge of and first priority security interest against 100 % of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development at a discount to future appraised value. The loan represents an investment in an unconsolidated variable interest entity. The Company is not the primary beneficiary of the VIE as Centerspace does not have the power to direct the activities which most significantly impact the entity’s economic performance nor does Centerspace have significant influence over the entity.
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. Property and equipment consists primarily of office equipment located at the Company’s corporate offices in Minot, North Dakota and in Minneapolis, Minnesota. As of December 31, 2025 and 2024, property and equipment cost was $ 1.8 million and $ 4.0 million, respectively. 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.
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ADVERTISING COSTS
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
On March 23, 2023, the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) in connection with the departure of our former CEO. 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 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.
In April 2023, a portion of an apartment community was destroyed by fire. The Company recorded a write-down of the apartment community asset, in accordance with ASC 610-30 on involuntary conversion of non-monetary assets, totaling $ 1.3 million with an offsetting insurance receivable recorded within other assets on the Consolidated Balance Sheets. During the year ended December 31, 2024, the claim was settled for $ 1.6 million, including remediation and other operating expenses.
During the year ended December 31, 2023, Centerspace recorded $ 2.0 million in additional write-downs to three apartment community assets due to separate insurance events with offsetting insurance receivables totaling $ 1.2 million recorded within other assets on the Consolidated Balance Sheets.
LITIGATION SETTLEMENT
During the year ended December 31, 2023, the Company recorded a loss on litigation settlement of $ 3.9 million due to a trial judgment entered against Centerspace for property damage, resulting in monetary losses. Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed a retaining wall at one of the Company’s apartment communities was causing water damage to the neighboring property. The original judgment was ordered on October 9, 2023 for $ 2.9 million which the Company immediately paid. In November 2023, the claimant filed motions requesting additional interest on the judgment and trial costs. Subsequent to December 31, 2023, the claimant was awarded an additional $ 1.0 million in judgment related interest and costs. The Company paid the additional amount and recorded the loss on litigation for the year ended December 31, 2023. After the additional judgment, the claimant’s appeal was dismissed. The Company believes this matter is settled.
NOTE 3 • NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares of beneficial interest (“common shares”) outstanding during the period. Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under its 2015 Incentive Plan, 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
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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:
(in thousands, except per share data)
Year Ended December 31,
2025 2024 2023
NUMERATOR
Net income (loss) attributable to controlling interests $ 17,101 $ ( 11,328 ) $ 41,325
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)
— — 4,877
Numerator for diluted income (loss) per share $ 17,101 $ ( 19,660 ) $ 39,774
DENOMINATOR
Denominator for basic income (loss) per share weighted average shares 16,728 15,504 14,994
Effect of Series E preferred units (1)
— — 2,100
Effect of diluted restricted stock awards and restricted stock units 47 — 24
Denominator for diluted income (loss) per share 16,775 15,504 17,118
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
(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.
NOTE 4 • MEZZANINE EQUITY AND EQUITY
Series D Preferred Units (Mezzanine Equity). 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 issuance 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 $ 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 and do not
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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.
Series C Preferred Shares . 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 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. Outstanding Units in the Operating Partnership were 920,000 Units at December 31, 2025 and 980,000 Units at December 31, 2024. During the year ended December 31, 2024, Centerspace issued 190,000 Units as partial consideration for the acquisition of one apartment community located in Denver, Colorado.
Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the years ended December 31, 2025 and 2024 as detailed in the table below.
(in thousands)
Number of Total Book
Units Value
Year ended December 31, 2025 60 $ 2,661
Year ended December 31, 2024 71 $ 3,218
Series E Preferred Units (Noncontrolling interest). 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 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.
The Company redeemed Series E preferred units in exchange for common shares in connection with Series E unitholders exercising their exchange rights during the years ended December 31, 2025 and 2024 as detailed below.
(in thousands)
Number of Series E Number of Total
Preferred Units Redeemed Common Shares Issued Value
Year ended December 31, 2025 11 14 $ 598
Year ended December 31, 2024 143 172 $ 7,784
Common Shares and Equity Awards . Common shares outstanding on December 31, 2025 and 2024 totaled 16.8 million and 16.7 million, respectively. During the years ended December 31, 2025 and 2024, Centerspace issued approximately 30,788 and 13,524 common shares, respectively, with a total grant-date value of $ 2.9 million and $ 1.0 million, respectively, under its 2015 Incentive Plan, as share-based compensation for employees and trustees. These shares vested based on performance and service criteria. Refer to Note 13 for additional details on share-based compensation. During the year ended December 31, 2025, approximately 400 common shares were forfeited under the 2015 Incentive Plan compared to 200 common shares forfeited during the year ended December 31, 2024.
Equity Distribution Agreement. 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. The proceeds from the sale of common shares under the ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. As of December 31, 2025, common shares having an aggregate offering price of up to $ 262.9 million remained available under the ATM Program.
The table below provides details on the sale of common shares under the ATM Program during the years ended December 31, 2025 and 2024.
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(in thousands, except per share amounts)
Number of Common Shares Total Consideration (1)
Average Price Per Share (1)
Year ended December 31, 2025
— $ — $ —
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.
(2) Includes 869,000 shares sold on a forward basis for $ 62.7 million which were physically settled during the year ended December 31, 2024.
Share Repurchase Program . 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. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. The table below provides details on the shares repurchased during the years ended December 31, 2025 and 2024. 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)
Number of Common Shares Aggregate Cost (1)
Average Price Per Share (1)
Year ended December 31, 2025 63 $ 3,454 $ 54.86
Year ended December 31, 2024 88 $ 4,703 $ 53.62
(1) Amount includes commissions.
NOTE 5 • NONCONTROLLING INTERESTS
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 Consolidated Balance Sheets 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 and Comprehensive Income (Loss).
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:
(in thousands)
December 31, 2025 December 31, 2024
IRET - Cypress Court Apartments, LLC $ — $ 673
Noncontrolling interests – consolidated real estate entities $ — $ 673
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NOTE 6 • DEBT
The following table summarizes the Company’s secured and unsecured debt at December 31, 2025 and December 31, 2024:
(in thousands)
December 31, 2025 December 31, 2024
Carrying Amount
Weighted Average Interest Rate
Carrying Amount
Weighted Average Interest Rate
Weighted Average Maturity in Years at December 31, 2025
Lines of credit (1)
$ 154,925 5.12 % $ 47,359 5.86 % 2.56
Unsecured senior notes (2)(4)
300,000 3.12 % 300,000 3.12 % 4.62
Unsecured debt 454,925 347,359 3.92
Mortgages payable - Fannie Mae credit facility (4)
198,850 2.78 % 198,850 2.78 % 5.56
Mortgages payable - other (3)(4)(5)
400,134 3.88 % 420,414 4.02 % 11.03
Secured debt $ 598,984 $ 619,264 9.22
Subtotal $ 1,053,909 3.64 % $ 966,623 3.58 % 6.93
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
(1) Interest rates on lines of credit are variable and exclude any unused facility fees and amounts reclassified from accumulated other comprehensive income (loss) into interest expense from terminated interest rate swaps.
(2) Included within notes payable on the Consolidated Balance Sheets.
(3) Represents apartment communities encumbered by mortgages; 10 at December 31, 2025 and 15 at December 31, 2024.
(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. 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.
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, 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 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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(in thousands)
Amount Maturity Date Fixed Interest Rate
Series A $ 75,000 September 13, 2029 3.84 %
Series B $ 50,000 September 30, 2028 3.69 %
Series C $ 50,000 June 6, 2030 2.70 %
Series 2021-A $ 35,000 September 17, 2030 2.50 %
Series 2021-B $ 50,000 September 17, 2031 2.62 %
Series 2021-C $ 25,000 September 17, 2032 2.68 %
Series 2021-D $ 15,000 September 17, 2034 2.78 %
Centerspace has a $ 198.9 million Fannie Mae Credit Facility Agreement (“FMCF”). 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 %. As of December 31, 2025 and 2024, the FMCF had a balance of $ 198.9 million. The FMCF is included within mortgages payable on the Consolidated Balance Sheets.
As of December 31, 2025, Centerspace owned 10 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF. All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations. Interest rates on mortgage loans range from 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 outstanding debt, as of December 31, 2025 is as follows:
(in thousands)
2026 $ 57,432
2027 49,679
2028 268,224
2029 97,237
2030 89,159
Thereafter 492,178
Total payments $ 1,053,909
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
Centerspace had, in the past, used interest rate derivatives to stabilize interest expense and manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable rate interest debt.
Changes in the fair value of derivatives designated and that qualify as cash flow hedges were recorded in accumulated other comprehensive income (loss) (“OCI”) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) 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.
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.
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(in thousands)
Gain Recognized in OCI Location of Loss Reclassified from Accumulated OCI into Income Loss Reclassified from Accumulated OCI into Net Income (Loss)
Year Ended December 31, Year Ended December 31,
2025 2024 2023 2025 2024 2023
Total derivatives in cash flow hedging relationships - interest rate swaps $ — $ — $ — Interest expense $ ( 407 ) $ ( 712 ) $ ( 936 )
NOTE 8 • FAIR VALUE MEASUREMENTS
In determining the fair value of other financial instruments, Centerspace applies FASB ASC 820, “ Fair Value Measurement and Disclosures” . Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant data (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.
Fair Value Measurements on a Recurring Basis
(in thousands)
Balance Sheet Location Total Level 1 Level 2 Level 3
December 31, 2025
Assets
Real estate related notes receivable Other assets $ 26,394 $ — $ — $ 26,394
December 31, 2024
Assets
Real estate related notes receivable Other assets $ 25,092 $ — $ — $ 25,092
Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The unobservable inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 5.00 % to 9.00 %), and instrument specific credit risk (range of 0.5 % to 1.0 %). Changes in fair value of these receivables from period to period are reported in interest and other income on the Consolidated Statements of Operations and Comprehensive Income (Loss).
(in thousands)
Fair Value Measurement Other Gains (Losses) Interest Income Total Changes in Fair Value Included in Current Period Earnings
Year ended December 31, 2025
Real estate related notes receivable $ 26,394 $ 36 $ 2,246 $ 2,282
Year ended December 31, 2024
Real estate related notes receivable $ 25,092 $ 23 $ 1,554 $ 1,577
As of December 31, 2025 and 2024, Centerspace had investments totaling $ 3.5 million and $ 2.7 million, respectively, in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry. These investments appear within other assets on the Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of December 31, 2025, the Company had unfunded commitments of $ 650,000 .
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. 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.
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(in thousands)
Balance Sheet Location Total Level 1 Level 2 Level 3
December 31, 2025
Assets
Real estate investments measured at fair value Property owned
$ 39,700 $ — $ — $ 39,700
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).
The estimated fair values of the Company’s financial instruments as of December 31, 2025 and 2024 are as follows:
(in thousands)
December 31, 2025 December 31, 2024
Balance Sheet Location Amount Fair Value Amount Fair Value
FINANCIAL ASSETS
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 (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 deferred financing costs, debt premiums and discounts
NOTE 9 • ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace acquired $ 281.2 million and $ 53.4 million of new real estate during the years ended December 31, 2025 and 2024, respectively. The Company’s acquisitions during the years ended December 31, 2025 and 2024 are detailed below.
Year Ended December 31, 2025
Date
Acquired (in thousands)
Total
Acquisition
Cost (1)
Form of Consideration Investment Allocation
Acquisitions Cash Other (2)
Land Building Intangible
Assets (3)
Other (4)
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 $ 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.
(4) Debt premium on assumed mortgages acquired.
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Year Ended December 31, 2024
Date
Acquired (in thousands)
Total
Acquisition
Cost (1)
Form of Consideration Investment Allocation
Acquisitions Cash Units (2)
Other (3)
Land Building Intangible
Assets (4)
Other (5)
129 homes - The Lydian - Denver, CO
October 1, 2024 $ 53,359 $ 484 $ 13,875 $ 39,000 $ 4,804 $ 34,997 $ 2,263 $ 11,295
Total Acquisitions $ 53,359 $ 484 $ 13,875 $ 39,000 $ 4,804 $ 34,997 $ 2,263 $ 11,295
(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.
(5) Debt premium on assumed mortgage and TIF note acquired. Refer to Note 2 for further TIF note discussion.
DISPOSITIONS
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. The dispositions for the years ended December 31, 2025 and 2024 are detailed below.
Year Ended December 31, 2025
(in thousands)
Date Book Value
Dispositions Disposed Sales Price and Sale Cost Gain/(Loss)
Multifamily
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
Year Ended December 31, 2024
(in thousands)
Date Book Value
Dispositions Disposed Sales Price and Sale Cost Gain/(Loss)
Multifamily
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 )
NOTE 10 • SEGMENTS
Centerspace operates in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of the operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information.
The chief 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 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.
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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. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment, Multifamily. “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 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. Segment assets are also reconciled to total assets as reported in the Consolidated Financial Statements.
(in thousands)
Year ended December 31, 2025 Multifamily All Other Total
Revenue $ 248,177 $ 25,485 $ 273,662
Property operating expenses
On-site compensation (1)
25,105 2,942 28,047
Repairs and maintenance (2)
13,547 1,750 15,297
Utilities 14,836 1,967 16,803
Administrative and marketing 6,224 727 6,951
Insurance 9,364 1,165 10,529
Real estate taxes 25,652 2,994 28,646
Net operating income $ 153,449 $ 13,940 $ 167,389
Property management expenses ( 9,638 )
Casualty loss ( 816 )
Depreciation and amortization ( 113,231 )
Impairment of real estate investments ( 37,719 )
General and administrative expenses ( 20,918 )
Gain on sale of real estate and other investments
79,470
Interest expense ( 44,884 )
Loss on debt extinguishment ( 98 )
Interest and other income 3,409
Net income
$ 22,964
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
(in thousands)
Year ended December 31, 2024 Multifamily All Other Total
Revenue $ 231,359 $ 29,624 $ 260,983
Property operating expenses
On-site compensation (1)
23,690 3,456 27,146
Repairs and maintenance (2)
13,197 2,204 15,401
Utilities 13,275 2,249 15,524
Administrative and marketing 6,076 1,107 7,183
Insurance 9,616 1,468 11,084
Real estate taxes 23,619 3,287 26,906
Net operating income $ 141,886 $ 15,853 $ 157,739
Property management expenses ( 9,128 )
Casualty loss ( 3,307 )
Depreciation and amortization ( 106,450 )
General and administrative expenses ( 17,802 )
Loss on sale of real estate and other investments
( 577 )
Interest expense ( 37,280 )
Interest and other income 2,613
Net loss
$ ( 14,192 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
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(in thousands)
Year ended December 31, 2023 Multifamily All Other Total
Revenue $ 218,119 $ 43,190 $ 261,309
Property operating expenses
On-site compensation (1)
22,682 5,221 27,903
Repairs and maintenance (2)
11,910 3,770 15,680
Utilities 13,092 3,927 17,019
Administrative and marketing 5,009 1,220 6,229
Insurance 8,223 1,999 10,222
Real estate taxes 24,117 4,642 28,759
Net operating income $ 133,086 $ 22,411 $ 155,497
Property management expenses ( 9,353 )
Casualty loss ( 2,095 )
Depreciation and amortization ( 101,678 )
Impairment of real estate investments ( 5,218 )
General and administrative expenses ( 20,080 )
Gain on sale of real estate and other investments
71,244
Interest expense ( 36,429 )
Interest income and other loss 1,207
Loss on litigation settlement ( 3,864 )
Net income
$ 49,231
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of December 31, 2025 and 2024, respectively, along with reconciliations to the Consolidated Financial Statements:
(in thousands)
As of December 31, 2025 Multifamily All Other Total
Segment assets
Property owned $ 2,507,740 $ 16,280 $ 2,524,020
Less accumulated depreciation ( 655,418 ) ( 4,706 ) ( 660,124 )
Total real estate investments $ 1,852,322 $ 11,574 $ 1,863,896
Cash and cash equivalents 12,833
Restricted cash 2,818
Other assets 46,620
Total Assets $ 1,926,167
(in thousands)
As of December 31, 2024 Multifamily All Other Total
Segment assets
Property owned $ 2,245,097 $ 235,644 $ 2,480,741
Less accumulated depreciation ( 561,001 ) ( 64,979 ) ( 625,980 )
Total real estate investments $ 1,684,096 $ 170,665 $ 1,854,761
Cash and cash equivalents 12,030
Restricted cash 1,099
Other assets 45,817
Total Assets $ 1,913,707
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NOTE 11 • RETIREMENT PLANS
Centerspace sponsors a defined contribution 401(k) plan to provide retirement benefits for employees that meet minimum employment criteria. Centerspace currently matches, dollar for dollar, employee contributions to the 401(k) plan in an amount equal to up to 5.0 % of the eligible wages of each participating employee. Matching contributions are fully vested when made. Centerspace recognized expense of approximately $ 1.4 million, $ 1.3 million, and $ 1.3 million, respectively, during the years ended December 31, 2025, 2024, and 2023.
NOTE 12 • COMMITMENTS AND CONTINGENCIES
Litigation . Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the Consolidated Financial Statements.
Environmental Matters . It is generally the Company’s policy to obtain a Phase I environmental assessment of each property that it seeks to acquire. Such assessments have not revealed, nor is the Company aware of, any environmental liabilities that it believes would have a material adverse effect on its financial position or results of operations. Centerspace owns properties that contain or potentially contain (based on the age of the property) asbestos, lead, or underground storage tanks. For certain of these properties, the Company estimated the fair value of the conditional asset retirement obligation and chose not to book a liability because the amounts involved were immaterial. With respect to certain other properties, Centerspace has not recorded any related asset retirement obligation as the fair value of the liability cannot be reasonably estimated due to insufficient information. The Company believes it does not have sufficient information to estimate the fair value of the asset retirement obligations for these properties because a settlement date or range of potential settlement dates has not been specified by others. These properties are expected to be maintained by repairs and maintenance activities that would not involve the removal of the asbestos, lead, and/or underground storage tanks.
Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property. While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs.
Insurance. Centerspace carries insurance coverage on its properties in amounts and types that it believes are customarily obtained by owners of similar properties and are sufficient to achieve its risk management objectives.
Limitations on Taxable Dispositions. Twenty-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. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements.
Redemption Value of Units . Pursuant to a Unitholder’s exercise of its Exchange Rights, the Company has the right, in its sole discretion, to acquire such Units by either making a cash payment or exchanging the Units for its common shares, on a one -for-one basis. All Units receive the same per Unit cash distributions as the per share dividends paid on common shares. Units are redeemable for an amount of cash per Unit equal to the average of the daily market price of common shares for the ten consecutive trading days immediately preceding the date of valuation of the Unit. As of December 31, 2025 and 2024, the aggregate redemption value of the then-outstanding Units owned by limited partners, as determined by the ten-day average market price for the common shares, was approximately $ 61.1 million and $ 64.8 million, respectively.
Unfunded Commitments. Centerspace has unfunded commitments of $ 650,000 in two real estate technology venture funds. Refer to Note 8 - Fair Value Measurements for additional information regarding these investments.
NOTE 13 • SHARE-BASED COMPENSATION
Share-based awards are provided to officers, non-officer employees, and trustees under the 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
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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, 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, 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 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. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 27.30 %, a risk-free interest rate of 4.27 %, and an expected life of 3 years. The share price at the grant date, January 1, 2025, was $ 66.15 per share.
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 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. The fair value of the time-based RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $ 2.3 million, $ 1.9 million, and $ 1.8 million, respectively. The fair value of share awards at grant date for non-employee trustees was approximately $ 607,000 , $ 689,000 , and $ 545,000 for the years ended December 31, 2025, 2024, and 2023, respectively. All of these awards are classified as equity awards. The
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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.
The activity for the years ended December 31, 2025, 2024, and 2023 related to RSUs was as follows:
RSUs with Service Conditions RSUs with Market Conditions
Wtd Avg Grant- Wtd Avg Grant-
Shares Date Fair Value Shares Date Fair Value
Unvested at December 31, 2022 21,414 $ 88.83 30,042 $ 106.90
Granted 31,999 57.21 20,497 82.63
Vested (1)
( 22,036 ) 78.74 ( 13,820 ) 87.04
Forfeited ( 383 ) 73.85 ( 14,653 ) 96.05
Unvested at December 31, 2023 30,994 $ 65.54 22,066 $ 104.01
Granted 31,317 61.28 18,876 80.60
Vested (1)
( 15,626 ) 66.15 ( 9,771 ) 130.91
Forfeited ( 192 ) 58.42 — —
Unvested at December 31, 2024 46,493 $ 61.16 31,171 $ 81.40
Granted 35,461 65.38 14,552 90.01
Vested (1)
( 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
During the year ended December 31, 2025, Centerspace did not issue any stock options to employees. Previously issued stock options vest over a four-year period. 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:
Number of Shares Weighted Average Exercise Price
Outstanding at December 31, 2022 196,623 $ 74.02
Exercisable at December 31, 2022 80,421 66.94
Granted 45,955 58.67
Exercised (1)
( 20,061 ) 58.67
Expired ( 103,768 ) 73.03
Forfeited ( 1,739 ) 80.66
Outstanding at December 31, 2023 117,010 $ 71.41
Exercisable at December 31, 2023 59,477 70.06
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, 2025, stock options outstanding had $ 121,000 aggregate intrinsic value with a weighted average remaining contractual term of 5.1 years.
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CENTERSPACE AND SUBSIDIARIES
December 31, 2025
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands)
Gross Amount at Which Carried at Life on Which
Initial Cost to Company Close of Period Depreciation in
Costs Capitalized Latest Income
Buildings & Subsequent to Land &
Buildings & Accumulated Date of Date of
Statement is
Description Encumbrances (1)
Land Improvements Acquisition (5)
Improvements
Improvements Total Depreciation Construction (2)
Acquisition (3)
Computed
Same-Store
71 France - Edina, MN $ 47,022 $ 4,721 $ 61,762 $ 2,541 $ 4,801 $ 64,223 $ 69,024 $ ( 25,662 ) 2014 2014 Up to 37
years
Alps Park Apartments - Rapid City, SD — 287 5,551 610 336 6,112 6,448 ( 2,521 ) 1995 2013 Up to 37
years
Arcata Apartments - Golden Valley, MN
16,425 2,088 31,036 2,438 2,128 33,434 35,562 ( 13,929 ) 2013 2013 Up to 37
years
Ashland Apartment Homes - Grand Forks, ND — 741 7,569 884 824 8,370 9,194 ( 3,694 ) 2010 2012 Up to 37
years
Avalon Cove Townhomes - Rochester, MN — 1,616 34,074 5,892 1,808 39,774 41,582 ( 14,238 ) 2001 2016 Up to 37
years
Bayberry Place - Eagan, MN 11,048 1,807 14,113 1,403 1,865 15,458 17,323 ( 2,674 ) 1995 2021 30 years
Burgundy & Hillsboro - New Hope, MN 23,570 2,834 31,149 2,969 2,913 34,039 36,952 ( 5,969 ) 1968 2021 30 years
Canyon Lake Apartments - Rapid City, SD — 305 3,958 2,542 420 6,385 6,805 ( 4,254 ) 1972 2001 Up to 37
years
Cardinal Point Apartments - Grand Forks, ND — 1,600 33,400 2,626 1,729 35,897 37,626 ( 8,973 ) 2013 2013 Up to 37
years
Cascade Shores Townhomes + Flats - Rochester, MN — 6,588 67,072 11,841 6,776 78,725 85,501 ( 32,262 ) 2010 2015 Up to 37
years
Castlerock Apartment Homes - Billings, MT — 736 4,864 2,095 1,069 6,626 7,695 ( 5,080 ) 1979 1998 Up to 37
years
Civic Lofts - Denver, CO — 6,166 55,182 ( 12,711 ) 6,171 42,466 48,637 ( 9,157 ) 2019 2021 30 years
Connelly on Eleven - Burnsville, MN — 2,401 11,515 13,880 3,206 24,590 27,796 ( 18,325 ) 1970 2003 Up to 37
years
Cottonwood Apartment Homes - Bismarck, ND — 1,056 17,372 7,154 2,002 23,580 25,582 ( 15,683 ) 1998 1997 Up to 37
years
Country Meadows Apartment Homes - Billings, MT — 491 7,809 1,764 612 9,452 10,064 ( 6,703 ) 1997 1995 Up to 37
years
Deer Ridge Apartment Homes - Jamestown, ND — 711 24,129 869 790 24,919 25,709 ( 10,683 ) 2016 2013 Up to 37
years
Donovan Apartment Homes - Lincoln, NE — 1,515 15,730 11,484 1,817 26,912 28,729 ( 12,938 ) 1992 2012 Up to 37
years
Dylan at RiNo - Denver, CO — 12,155 77,215 2,117 12,241 79,246 91,487 ( 21,848 ) 2016 2017 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
years
Gardens Apartments - Grand Forks, ND — 518 8,702 410 535 9,095 9,630 ( 3,452 ) 2015 2015 Up to 37
years
Greenfield - Omaha, NE — 578 4,122 3,737 876 7,561 8,437 ( 4,756 ) 1992 2007 Up to 37
years
Homestead Garden Apartments - Rapid City, SD — 655 14,139 3,903 792 17,905 18,697 ( 6,445 ) 2004 2014 Up to 37
years
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
years
Legacy Apartments - Grand Forks, ND — 1,362 21,727 11,771 2,475 32,385 34,860 ( 22,750 ) 1996 1995 Up to 37
years
Legacy Heights Apartment Homes - Bismarck, ND
— 1,207 13,742 666 1,142 14,473 15,615 ( 4,971 ) 2015 2015 Up to 37
years
Lugano at Cherry Creek - Denver, CO — 7,679 87,766 10,314 7,679 98,080 105,759 ( 24,883 ) 2010 2019 30 years
Lyra Apartments - Centennial, CO 37,809 6,473 86,149 1,301 6,481 87,442 93,923 ( 11,506 ) 2022 2022 30 years
Martin Blu - Eden Prairie, MN 25,186 3,547 45,212 2,021 3,560 47,220 50,780 ( 7,776 ) 2015 2022 30 years
Meadows Apartments - Jamestown, ND — 590 4,519 2,438 733 6,814 7,547 ( 4,543 ) 1999 1998 Up to 37
years
Monticello Crossings - Monticello, MN
— 1,734 30,136 1,667 1,951 31,586 33,537 ( 10,416 ) 2017 2014 Up to 37
years
Monticello Village - Monticello, MN — 490 3,756 1,461 655 5,052 5,707 ( 3,382 ) 2001 2004 Up to 37
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
years
Olympic Village Apartments - Billings, MT — 1,164 10,441 4,335 1,976 13,964 15,940 ( 9,917 ) 2000 2000 Up to 37
years
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
F-30
CENTERSPACE AND SUBSIDIARIES
December 31, 2025
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands)
Gross Amount at Which Carried at Life on Which
Initial Cost to Company Close of Period Depreciation in
Costs Capitalized Latest Income
Buildings & Subsequent to Land &
Buildings & Accumulated Date of Date of
Statement is
Description Encumbrances (1)
Land Improvements Acquisition (5)
Improvements
Improvements Total Depreciation Construction (2)
Acquisition (3)
Computed
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
Plymouth Pointe - Plymouth, MN 9,575 1,042 12,810 1,159 1,073 13,938 15,011 ( 2,599 ) 1968 2021 30 years
Pointe West Apartments - Rapid City, SD — 240 3,538 2,405 463 5,720 6,183 ( 4,489 ) 1985 1994 Up to 37
years
Quarry Ridge Apartments - Rochester, MN — 2,254 30,024 10,049 2,412 39,915 42,327 ( 20,826 ) 2001 2006 Up to 37
years
Red 20 Apartments - Minneapolis, MN — 1,900 24,116 1,016 1,908 25,124 27,032 ( 10,579 ) 2013 2013 Up to 37
years
Rimrock West Apartments - Billings, MT — 330 3,489 1,970 573 5,216 5,789 ( 4,012 ) 1975 1999 Up to 37
years
River Pointe - Fridley, MN 25,412 3,346 33,118 6,082 3,426 39,120 42,546 ( 8,093 ) 1971 2021 30 years
River Ridge Apartment Homes - Bismarck, ND — 576 24,670 2,439 936 26,749 27,685 ( 12,646 ) 2013 2008 Up to 37
years
Rocky Meadows Apartments - Billings, MT — 656 5,726 1,850 868 7,364 8,232 ( 5,488 ) 1996 1995 Up to 37
years
Rum River Apartments - Isanti, MN
— 843 4,823 587 870 5,383 6,253 ( 3,105 ) 2005 2007 Up to 37
years
Silver Springs Apartment Homes - Rapid City, SD
— 215 3,007 1,119 273 4,068 4,341 ( 1,735 ) 1985 2014 Up to 37
years
SouthFork Townhomes + Flats - Lakeville, MN 21,675 3,502 40,153 12,177 3,583 52,249 55,832 ( 18,808 ) 1988 2019 30 years
Southpoint Apartments - Grand Forks, ND — 576 9,893 761 666 10,564 11,230 ( 4,189 ) 2013 2013 Up to 37
years
Sunset Trail Apartment Homes - Rochester, MN — 336 12,814 6,943 826 19,267 20,093 ( 12,247 ) 2000 1999 Up to 37
years
Union Pointe - Longmont, CO — 5,727 69,966 1,428 5,736 71,385 77,121 ( 14,164 ) 2019 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
years
Woodridge on Second - Rochester, MN — 370 6,028 6,285 761 11,922 12,683 ( 9,151 ) 1990 1997 Up to 37
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
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 )
Total Multifamily $ 598,984 $ 211,995 $ 2,041,079 $ 254,666 $ 222,278 $ 2,285,462 $ 2,507,740 $ ( 655,418 )
Other - Mixed Use
71 France - Edina, MN (4)
$ — $ — $ 5,879 $ 531 $ — $ 6,410 $ 6,410 $ ( 1,820 ) 2014 2014 Up to 37
years
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
years
Total Other - Mixed Use $ — $ — $ 14,262 $ 2,018 $ — $ 16,280 $ 16,280 $ ( 4,706 )
F-31
CENTERSPACE AND SUBSIDIARIES
December 31, 2025
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands)
Gross Amount at Which Carried at Life on Which
Initial Cost to Company Close of Period Depreciation in
Costs Capitalized Latest Income
Buildings & Subsequent to Land &
Buildings & Accumulated Date of Date of
Statement is
Description Encumbrances (1)
Land Improvements Acquisition (5)
Improvements
Improvements Total Depreciation Construction (2)
Acquisition (3)
Computed
Total $ 598,984 $ 211,995 $ 2,055,341 $ 256,684 $ 222,278 $ 2,301,742 $ 2,524,020 $ ( 660,124 )
(1) Amounts in this column are the mortgages payable balance as of December 31, 2025. These amounts do not include amounts owing under the Company’s multi-bank line of credit or unsecured senior notes.
(2) Date of construction represents the date the Company constructed the property or the date it was constructed from purchase records.
(3) Date of acquisition represents the date the Company acquired the property through purchase or acquisition.
(4) Encumbrances are listed with the multifamily property description.
(5) Costs capitalized subsequent to acquisition includes impairment charges, if any.
F-32
CENTERSPACE AND SUBSIDIARIES
December 31, 2025
Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands)
Reconciliations of the carrying value of total property owned for the years ended December 31, 2025, 2024, and 2023 are as follows:
(in thousands)
Year Ended December 31,
2025 2024 2023
Balance at beginning of year $ 2,480,741 $ 2,420,146 $ 2,534,124
Additions during year
Multifamily and Other 250,762 40,210 87,757
Improvements and Other 33,074 49,900 62,117
2,764,577 2,510,256 2,683,998
Deductions during year
Cost of real estate sold ( 197,856 ) ( 21,236 ) ( 243,889 )
Impairment charge (1)
( 37,719 ) — ( 5,218 )
Other (2)
( 4,982 ) ( 8,279 ) ( 14,745 )
Balance at close of year $ 2,524,020 $ 2,480,741 $ 2,420,146
Reconciliations of accumulated depreciation/amortization for the years ended December 31, 2025, 2024, and 2023 are as follows:
(in thousands)
Year Ended December 31,
2025 2024 2023
Balance at beginning of year $ 625,980 $ 530,703 $ 535,401
Additions during year
Provisions for depreciation 104,557 103,127 98,691
Deductions during year
Accumulated depreciation on real estate sold ( 66,854 ) ( 2,350 ) ( 92,239 )
Other (2)
( 3,559 ) ( 5,500 ) ( 11,150 )
Balance at close of year $ 660,124 $ 625,980 $ 530,703
Total real estate investments, excluding mortgage notes receivable (3)
$ 1,863,896 $ 1,854,761 $ 1,889,443
(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.
F-33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.