Item 1. Financial Statements
Item 1. Financial Statements
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
March 31, 2026 December 31, 2025
ASSETS (unaudited)
Real estate investments
Property owned $ 2,518,162 $ 2,524,020
Less accumulated depreciation ( 685,769 ) ( 660,124 )
Total real estate investments 1,832,393 1,863,896
Cash and cash equivalents 7,555 12,833
Restricted cash 2,710 2,818
Other assets 44,928 46,620
TOTAL ASSETS $ 1,887,586 $ 1,926,167
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 55,872 $ 59,247
Revolving lines of credit 150,429 154,925
Notes payable, net 299,594 299,579
Mortgages payable, net 565,611 566,660
TOTAL LIABILITIES $ 1,071,506 $ 1,080,411
COMMITMENTS AND CONTINGENCIES (NOTE 10)
SERIES D PREFERRED UNITS (Cumulative convertible preferred units, $ 100 par value, 59 units issued and outstanding at March 31, 2026 and December 31, 2025, aggregate liquidation preference of $ 5,940 at March 31, 2026)
$ 5,940 $ 5,940
EQUITY
Common Shares of Beneficial Interest ( Unlimited authorization, no par value, 16,803 shares issued and outstanding at March 31, 2026 and 16,761 shares issued and outstanding at December 31, 2025)
1,370,461 1,368,834
Accumulated distributions in excess of net income ( 675,493 ) ( 649,678 )
Total shareholders’ equity $ 694,968 $ 719,156
Noncontrolling interests – Operating Partnership and Series E preferred units
115,172 120,660
TOTAL EQUITY $ 810,140 $ 839,816
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,887,586 $ 1,926,167
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)
(in thousands, except per share data)
Three Months Ended March 31,
2026 2025
REVENUE $ 65,069 $ 67,093
EXPENSES
Property operating expenses, excluding real estate taxes 18,242 19,068
Real estate taxes 7,332 7,663
Property management expense 2,379 2,433
Casualty loss, net of recoveries ( 21 ) 532
Depreciation and amortization 26,498 27,654
Impairment of real estate investments 9,700 —
General and administrative expenses 6,332 4,997
TOTAL EXPENSES $ 70,462 $ 62,347
Operating income (loss)
( 5,393 ) 4,746
Interest expense ( 10,470 ) ( 9,635 )
Interest and other income
890 708
NET LOSS
$ ( 14,973 ) $ ( 4,181 )
Distributions to Series D preferred unitholders ( 57 ) ( 160 )
Net loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
2,141 643
Net income attributable to noncontrolling interests – consolidated real estate entities
— ( 36 )
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
$ ( 12,889 ) $ ( 3,734 )
NET LOSS
$ ( 14,973 ) $ ( 4,181 )
Other comprehensive loss
Loss on derivative instrument reclassified into earnings
— 175
TOTAL COMPREHENSIVE LOSS
$ ( 14,973 ) $ ( 4,006 )
Net comprehensive loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
— 669
Net income attributable to noncontrolling interests – consolidated real estate entities
— ( 36 )
COMPREHENSIVE LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS
$ ( 14,973 ) $ ( 3,373 )
NET LOSS PER COMMON SHARE – BASIC AND DILUTED
$ ( 0.77 ) $ ( 0.22 )
Weighted average shares - basic and diluted
16,775 16,727
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)
(in thousands, except per share data)
Three Months Ended March 31, 2025 NUMBER
OF
COMMON
SHARES COMMON
SHARES ACCUMULATED
DISTRIBUTIONS
IN EXCESS OF
NET INCOME (LOSS) ACCUMULATED OTHER COMPREHENSIVE LOSS
NONCONTROLLING
INTERESTS TOTAL
EQUITY
Balance at December 31, 2024 16,719 $ 1,367,637 $ ( 615,242 ) $ ( 407 ) $ 130,455 $ 882,443
Net loss attributable to controlling interests and noncontrolling interests
( 3,734 ) ( 607 ) ( 4,341 )
Amortization of swap settlements 175 175
Distributions - common shares and Units ($ 0.77 per share and Unit)
( 12,879 ) ( 754 ) ( 13,633 )
Distributions - Series E preferred units ($ 0.96875 per unit)
( 1,532 ) ( 1,532 )
Share-based compensation, net of forfeitures 8 858 858
Redemption of Units for common shares 7 335 ( 335 ) —
Redemption of Series E preferred units for common shares — 14 ( 14 ) —
Equity rebalancing ( 94 ) 94 —
Other 1 ( 474 ) ( 56 ) ( 530 )
Balance at March 31, 2025 16,735 $ 1,368,276 $ ( 631,855 ) $ ( 232 ) $ 127,251 $ 863,440
Three Months Ended March 31, 2026
Balance at December 31, 2025 16,761 $ 1,368,834 $ ( 649,678 ) $ — $ 120,660 $ 839,816
Net loss attributable to controlling interests and noncontrolling interests
( 12,889 ) ( 2,141 ) ( 15,030 )
Distributions - common shares and Units ($ 0.77 per share and unit)
( 12,926 ) ( 698 ) ( 13,624 )
Distributions - Series E preferred units ($ 0.96875 per unit)
( 1,521 ) ( 1,521 )
Share-based compensation, net of forfeitures 15 1,088 1,088
Redemption of Units for common shares 19 811 ( 811 ) —
Redemption of Series E preferred units for common shares 9 365 ( 365 ) —
Equity rebalancing ( 49 ) 49 —
Shares withheld for taxes ( 423 ) ( 423 )
Other ( 1 ) ( 165 ) ( 1 ) ( 166 )
Balance at March 31, 2026 16,803 $ 1,370,461 $ ( 675,493 ) $ — $ 115,172 $ 810,140
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Three Months Ended March 31,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 14,973 ) $ ( 4,181 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including amortization of capitalized loan costs 26,853 27,971
Share-based compensation expense 1,088 858
Impairment of real estate investments 9,700 —
Provision for bad debt 288 301
Non-cash casualty loss 990 347
Amortization of debt premiums and discounts 356 409
Other, net ( 186 ) 102
Changes in other assets and liabilities:
Other assets 282 878
Accounts payable and accrued expenses ( 2,975 ) ( 1,256 )
Net cash provided by operating activities
$ 21,423 $ 25,429
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from insurance 417 177
Payments for improvements of real estate investments ( 5,316 ) ( 5,042 )
Other investing activities ( 124 ) ( 20 )
Net cash used by investing activities
$ ( 5,023 ) $ ( 4,885 )
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable ( 1,567 ) ( 1,906 )
Proceeds from revolving lines of credit 25,255 44,893
Principal payments on revolving lines of credit ( 29,750 ) ( 43,519 )
Distributions paid to common shareholders ( 12,904 ) ( 12,443 )
Distributions paid to Series D preferred unitholders ( 57 ) ( 160 )
Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units ( 2,230 ) ( 2,266 )
Payments related to tax withholding for share-based compensation ( 423 ) —
Other financing activities ( 110 ) ( 212 )
Net cash used by financing activities
$ ( 21,786 ) $ ( 15,613 )
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
( 5,386 ) 4,931
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 15,651 13,129
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 10,265 $ 18,060
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures $ 1,446 $ 1,821
Operating partnership units converted to common shares 811 335
Distributions declared but not paid to common shareholders 13,624 13,633
Series E preferred units converted to common shares 365 14
Retirement of shares withheld for taxes — 292
Involuntary conversion of assets ( 1,014 ) ( 463 )
Non-cash interest income 457 413
Unrealized gain on investment 209 67
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 9,532 $ 8,640
(in thousands)
Balance Sheet Description
March 31, 2026 December 31, 2025 March 31, 2025
Cash and cash equivalents $ 7,555 $ 12,833 $ 11,916
Restricted cash 2,710 2,818 6,144
Total cash, cash equivalents, and restricted cash $ 10,265 $ 15,651 $ 18,060
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
March 31, 2026
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 March 31, 2026, Centerspace owned interests in 61 apartment communities consisting of 12,263 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 Condensed 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. All intercompany balances and transactions are eliminated in consolidation.
The Condensed 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.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Centerspace’s unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial position, results of operations, and cash flows for the interim periods, have been included.
The current period’s results of operations are not necessarily indicative of results which ultimately may be achieved for the year. The interim Condensed Consolidated Financial Statements and accompanying notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 17, 2026.
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 Condensed Consolidated Statements of Cash Flows and amounts within the Condensed Consolidated Statements of Equity have been reclassified to conform to the current financial statement presentation. These reclassifications had no impact on net loss as reported in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), total assets, liabilities or equity as reported in the Condensed Consolidated Balance Sheets and the classifications within the Condensed Consolidated Statements of Cash Flows.
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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; ASU 2025-01 , Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date
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. In 2025, an additional ASU was issued to provide clarification on the effective date of the original ASU.
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.
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.
As of March 31, 2026 and December 31, 2025, restricted cash consisted of $ 2.7 million and $ 2.8 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 escrow funds are under the control of the lender. Disbursements are made after supplying written documentation to the lender.
LEASES
As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB Accounting Standards Codification (“ASC”) 842, Leases , using a method that represents a straight-line basis over the term of the lease. For the three months ended March 31, 2026 and 2025, rental income represented approximately 98.6 % and 98.4 % of total revenues, respectively. For the three months ended March 31, 2026 and 2025, other property revenues represented the remaining 1.4 % and 1.6 %, respectively, of total revenues and are primarily driven by other fee income, which is typically recognized when earned, at a point in time.
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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 March 31, 2026, was as follows:
(in thousands)
2026 (remainder)
$ 2,477
2027 3,070
2028 2,682
2029 2,297
2030 2,184
Thereafter 5,991
Total scheduled lease income - operating leases
$ 18,701
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 three months ended March 31, 2026 and 2025:
(in thousands)
Three Months Ended March 31,
Revenue Stream Applicable Standard 2026 2025
Fixed lease income - operating leases Leases $ 60,743 $ 62,197
Variable lease income - operating leases Leases 3,387 3,831
Other property revenue Revenue from contracts with customers 939 1,065
Total revenue $ 65,069 $ 67,093
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. During the three months ended March 31, 2026 and 2025, the Company did not recognize any gain or loss 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.
IN-PLACE LEASE AMORTIZATION
The Company records in-place lease assets at the time of acquisition. The amortization periods reflect 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. During the three months ended March 31, 2026 and 2025, the Company recognized $ 737,000 and $ 1.1 million, respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
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 March 31, 2026, 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.
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IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets, including real estate investments, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, the expected holding period of each property, and legal and environmental concerns. If indicators exist, the Company compares 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 the anticipated holding period for properties, the estimated fair value of properties, or other factors change based on market conditions or otherwise, the evaluation of impairment charges may be different and such differences could be material to the 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 three months ended March 31, 2026, the Company incurred a loss of $ 9.7 million for the impairment of one apartment community in Denver, Colorado. During the three months ended March 31, 2025, the Company did not record a loss for impairment on real estate.
VARIABLE INTEREST ENTITIES
Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all of the Company’s assets and liabilities are held through a VIE.
REAL ESTATE RELATED NOTES RECEIVABLE
In connection with the acquisition of The Lydian, an apartment community in Denver, Colorado, the Company has a tax increment financing note receivable (“TIF”) with an initial principal balance of $ 4.1 million. As of March 31, 2026 and December 31, 2025, the principal balance was $ 3.9 million, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears interest at a rate of 6.0 % and matures September 30, 2041.
In connection with the acquisition of Ironwood, an apartment community in New Hope, Minnesota, the Company has a TIF note receivable with an initial principal balance of $ 6.6 million. As of March 31, 2026 and December 31, 2025, the principal balance was $ 4.6 million and $ 4.9 million, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears interest at a 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 March 31, 2026 and December 31, 2025, the Company had funded $ 15.1 million of the mezzanine loan. As of March 31, 2026 and December 31, 2025, the principal balance was $ 18.4 million and $ 18.0 million, respectively. 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. The note receivable appears within other assets in the Condensed Consolidated Balance Sheets at fair value.
ADVERTISING COSTS
Advertising costs are expensed as incurred and reported on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) within the property operating expenses, excluding real estate taxes line item. During the three months ended March 31, 2026 and 2025, total advertising expense was $ 651,000 and $ 623,000 , respectively.
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INVOLUNTARY CONVERSION OF ASSETS
During the three months ended March 31, 2026, Centerspace recorded $ 936,000 in casualty losses resulting from one new loss event and updated loss estimates on previously reported events along with $ 698,000 in insurance receivables reported within other assets on the Condensed Consolidated Balance Sheets and receipt of insurance proceeds totaling $ 459,000 which was in excess of previously recorded receivables. Any business interruption insurance proceeds will be recognized when received in accordance with ASC 610-30.
During the three months ended March 31, 2025, Centerspace recognized $ 512,000 in casualty losses resulting from two new insurance events and updated loss estimates from two previously reported events. Any business interruption insurance proceeds will be recognized when received in accordance with ASC 610-30.
NOTE 3 • NET INCOME (LOSS) PER SHARE
Basic net loss per share is computed by dividing net 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 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). 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). Under the terms of the Operating Partnership’s Agreement of Limited Partnership, limited partners have the right to require the Operating Partnership to redeem their limited partnership units (“Units”) any time following the first anniversary of the date they acquired such Units (“Exchange Right”). Upon the exercise of Exchange Rights, and in Centerspace’s sole discretion, it may issue common shares in exchange for Units on a one -for-one basis.
The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted net income (loss) per share reported in the Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025.
(in thousands, except per share data)
Three Months Ended March 31,
2026 2025
NUMERATOR
Net loss attributable to controlling interests
$ ( 12,889 ) $ ( 3,734 )
Numerator for basic and diluted loss per share – net loss available to common shareholders (1)
( 12,889 ) ( 3,734 )
DENOMINATOR
Denominator for basic and diluted loss per share weighted average shares (1)
16,775 16,727
NET LOSS PER COMMON SHARE – BASIC AND DILUTED
$ ( 0.77 ) $ ( 0.22 )
(1) For the three months ended March 31, 2026 and 2025, distributions to Series D preferred unitholders and the impact of Units and Series E preferred units were excluded from the calculation of net loss per common share - diluted as they were anti-dilutive.
For the three months ended March 31, 2026, weighted average operating partnership units of 914,000 , Series D preferred units of 82,000 , as converted, Series E preferred units of 1.9 million, as converted, time-based RSUs and options of 29,000 , and performance-based RSUs of 13,000 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 three months ended March 31, 2025, weighted average operating partnership units of 980,000 , Series D preferred units of 228,000 , as converted, Series E preferred units of 1.9 million, as converted, time-based RSUs and options of 35,000 , and performance-based RSUs of 43,000 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.
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NOTE 4 • MEZZANINE EQUITY AND EQUITY
Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 59,400 at March 31, 2026 and December 31, 2025. 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. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units had an aggregate liquidation value of $ 5.9 million at March 31, 2026 and December 31, 2025. Changes in the redemption value are based on changes in the trading value of common shares and are charged to common shares on the Condensed Consolidated Balance Sheets each quarter. The holders of the Series D preferred units do not have voting rights and do not participate in income or loss. Distributions to Series D unitholders are presented in the Condensed Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests.
Operating Partnership Units. The Operating Partnership had 901,000 and 920,000 outstanding Units at March 31, 2026 and December 31, 2025, respectively.
Exchange Rights . Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three months ended March 31, 2026 and 2025 as detailed in the table below.
(in thousands)
Three Months Ended March 31, Number of Units Total Book Value
2026 19 $ 811
2025 7 $ 335
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.6 million Series E preferred units outstanding as of March 31, 2026 and December 31, 2025. Each Series E preferred unit has a par value of $ 100 . The Series E preferred unit holders receive a preferred distribution at the rate of 3.875 % per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 Units. Centerspace has the option, at its sole election, to convert Series E preferred units into Units if its stock has traded at or above $ 83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $ 0.804 per Unit. The Series E preferred units receive an allocation of net income (loss) based upon their participation in earnings or loss of the Company. The Series E preferred units had an aggregate liquidation preference of $ 156.3 million and $ 157.0 million as of March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026 and 2025 as detailed below.
(in thousands)
Three Months Ended March 31, Number of Series E Preferred Units Redeemed
Number of Common Shares Issued
Total Value
2026 7 9 $ 365
2025 — — $ 14
Common Shares and Equity Awards . Common shares outstanding as of March 31, 2026 and December 31, 2025, totaled 16.8 million. During the three months ended March 31, 2026 and 2025, Centerspace issued 15,122 and 7,818 common shares, respectively, with a total grant-date fair value of $ 1.1 million and $ 786,000 , respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan and 2025 Incentive Plan (as defined below). These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation.
At-the-Market Program. Centerspace has an 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. There were no sales of common shares under the ATM Program during the three months ended March 31, 2026 and 2025. As of March 31, 2026, common shares having an aggregate offering price of up to $ 262.9 million remained available under the ATM Program.
Share Repurchase Program. Effective July 31, 2025, the Board of Trustees authorized a share repurchase program (the “Share Repurchase Program”), providing for the repurchase of an aggregate of $ 100.0 million for the Company’s outstanding common
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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 may vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. There were no shares repurchased under these programs during the three months ended March 31, 2026 and 2025. As of March 31, 2026, the Company had $ 96.5 million remaining authorized for purchase under the Share Repurchase Program.
NOTE 5 • DEBT
The following table summarizes the Company’s secured and unsecured debt at March 31, 2026 and December 31, 2025.
(in thousands)
March 31, 2026 December 31, 2025
Carrying Amount Weighted Average Interest Rate Carrying Amount Weighted Average Interest Rate Weighted Average Maturity in Years at March 31, 2026
Lines of credit (1)
$ 150,429 4.88 % $ 154,925 5.12 % 2.32
Unsecured senior notes (2)(4)
300,000 3.12 % 300,000 3.12 % 4.38
Unsecured debt 450,429 454,925 3.69
Mortgages payable - Fannie Mae credit facility (4)
198,850 2.78 % 198,850 2.78 % 5.31
Mortgages payable - other (3)(4)
398,567 3.88 % 400,134 3.88 % 10.79
Secured debt 597,417 598,984 8.97
Subtotal 1,047,846 3.60 % 1,053,909 3.64 % 6.70
Deferred financing costs, premiums, and discounts on mortgages payable, net ( 31,806 ) ( 32,324 )
Deferred financing costs on notes payable, net ( 406 ) ( 421 )
Total debt $ 1,015,634 $ 1,021,164
(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 Condensed Consolidated Balance Sheets.
(3) Represents apartment communities encumbered by mortgages; 10 at March 31, 2026 and December 31, 2025.
(4) Interest rate is fixed.
As of March 31, 2026, 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 March 31, 2026, the Company had additional borrowing availability of $ 250.0 million beyond the $ 150.0 million drawn under the Facility, bearing interest at a rate of 4.88 %. As of December 31, 2025, the Company had additional borrowing availability of $ 246.0 million beyond the $ 154.0 million drawn under the Facility, bearing interest at a rate of 5.12 %. As amended, this The 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 March 31, 2026 there was $ 429,000 outstanding balance on this line of credit, bearing interest at a rate of 5.88 %, compared to $ 925,000 outstanding as of December 31, 2025, bearing interest at a rate of 5.91 %.
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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 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 (the “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 March 31, 2026 and December 31, 2025.
(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 apartment communities. The notes are interest-only, with varying maturity dates of 7 , 10 , and 12 years, and a blended, weighted average fixed interest rate of 2.78 %. As of March 31, 2026 and December 31, 2025, the FMCF had a balance of $ 198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
As of March 31, 2026, 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. The Company believes that there were no material defaults or instances of material noncompliance in regard to any of these mortgage loans as of March 31, 2026. As of March 31, 2026 and December 31, 2025, the mortgage loans had a balance of $ 398.6 million and $ 400.1 million, respectively, excluding unamortized premiums and discounts. The mortgage loans are included within mortgages payable on the Condensed Consolidated Balance Sheets.
The aggregate amount of required future principal payments on outstanding debt as of March 31, 2026, was as follows:
(in thousands)
2026 (remainder) $ 55,369
2027 49,679
2028 264,224
2029 97,237
2030 89,159
Thereafter 492,178
Total payments
1,047,846
Deferred financing costs, premiums, and discounts on mortgages payable, net ( 31,806 )
Deferred financing costs on notes payable, net ( 406 )
Total
$ 1,015,634
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 March 31, 2026.
NOTE 6 • DERIVATIVE INSTRUMENTS
Centerspace had, in the past, used interest rate derivatives to stabilize interest expense and to manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable interest rate debt.
Changes in the fair value of derivatives designated and that qualified as cash flow hedges were recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive loss were reclassified to interest expense in the periods in which interest payments were incurred on variable rate debt. As of March 31, 2026 and December 31, 2025 the Company had no remaining interest rate swaps and all amounts in accumulated other comprehensive loss were fully amortized during the prior year.
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The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as of March 31, 2026 and 2025.
(in thousands)
Gain Recognized in OCI Location of Loss Reclassified from Accumulated OCI into Income Loss Reclassified from Accumulated OCI into Income (Loss)
Three months ended March 31, 2026 2025 2026 2025
Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ — $ ( 175 )
NOTE 7 • 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
March 31, 2026
Assets
Real estate related notes receivable Other assets $ 26,630 — — $ 26,630
December 31, 2025
Assets
Real estate related notes receivable Other assets $ 26,394 — — $ 26,394
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 5.0 % to 9.0 %), and instrument specific credit risk (range of 0.5 % to 1.0 %). Changes in the fair value of these receivables from period to period are reported in interest and other income on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
(in thousands)
Fair Value Measurement Other Gains Interest Income Total Changes in Fair Value Included in Current-Period Earnings
Three months ended March 31, 2026
Real estate related notes receivable $ 26,630 $ 9 $ 569 $ 578
Three months ended March 31, 2025
Real estate related notes receivable $ 25,406 $ 9 $ 531 $ 540
As of March 31, 2026 and December 31, 2025, Centerspace had investments totaling $ 3.7 million and $ 3.5 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 Condensed Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of March 31, 2026, the Company had unfunded commitments of $ 650,000 .
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The portion of unrealized gains and losses for the three months ended March 31, 2026 and 2025 related to equity securities still held at the reporting date is shown in the table below.
(in thousands)
Three Months Ended March 31,
2026 2025
Unrealized gains and losses on equity securities still held at the reporting date $ 209 $ 67
Fair Value Measurements on a Nonrecurring Basis
Non-financial assets measured at fair value on a nonrecurring basis at March 31, 2026 and 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 three months ended March 31, 2026 and the year ended December 31, 2025.
(in thousands)
Balance Sheet Location Total Level 1 Level 2 Level 3
March 31, 2026
Assets
Real estate investments measured at fair value Assets held for sale, net $ 29,500 $ — $ — $ 29,500
December 31, 2025
Assets
Real estate investments measured at fair value Assets held for sale, net $ 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 unsecured senior notes and mortgages payable 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 March 31, 2026 and December 31, 2025, respectively, are as follows:
(in thousands)
March 31, 2026 December 31, 2025
Balance Sheet Location Amount
Fair Value Amount
Fair Value
FINANCIAL ASSETS
Cash and cash equivalents (Level 1) Cash and cash equivalents $ 7,555 $ 7,555 $ 12,833 $ 12,833
Restricted cash (Level 1) Restricted cash $ 2,710 $ 2,710 $ 2,818 $ 2,818
FINANCIAL LIABILITIES
Revolving lines of credit (Level 3) Revolving lines of credit $ 150,429 $ 150,429 $ 154,925 $ 154,925
Unsecured senior notes (Level 3) (1)
Notes payable $ 300,000 $ 265,466 $ 300,000 $ 267,420
Mortgages payable - Fannie Mae credit facility (Level 3) Mortgages payable $ 198,850 $ 176,256 $ 198,850 $ 175,996
Mortgages payable - other (Level 3) (1)
Mortgages payable $ 398,567 $ 358,590 $ 400,134 $ 358,627
(1) Excludes deferred financing costs, debt premiums, and discounts
NOTE 8 • ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace did not acquire new real estate during the three months ended March 31, 2026 and 2025.
DISPOSITIONS
Centerspace did not dispose of any real estate during the three months ended March 31, 2026 and 2025.
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NOTE 9 • 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, and interest expense, property management expenses, loss on litigation settlement, casualty losses net of recoveries, and general and administrative expense.
The apartment communities have similar long-term economic characteristics and similar operating characteristics, such as type and length of lease, services offered to residents, and property management practices. 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 year ended December 31, 2025, the Company disposed of 12 communities which are included in “all other.”
The following tables present NOI for the three months ended March 31, 2026 and 2025, respectively, along with reconciliations to net income (loss) as reported in the Condensed Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
(in thousands)
Three Months Ended March 31, 2026 Multifamily All Other Total
Revenue $ 64,156 $ 913 $ 65,069
Property operating expenses
On-site compensation (1)
6,418 — 6,418
Repairs and maintenance (2)
2,991 31 3,022
Utilities 4,465 37 4,502
Administrative and marketing 1,837 — 1,837
Insurance 2,446 17 2,463
Real estate taxes 7,139 193 7,332
Net operating income $ 38,860 $ 635 $ 39,495
Property management expense ( 2,379 )
Casualty loss, net of recoveries 21
Depreciation and amortization ( 26,498 )
Impairment of real estate investments ( 9,700 )
General and administrative expenses ( 6,332 )
Interest expense ( 10,470 )
Interest and other income 890
Net loss
$ ( 14,973 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
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(in thousands)
Three Months Ended March 31, 2025 Multifamily All Other Total
Revenue $ 59,403 $ 7,690 $ 67,093
Property operating expenses
On-site compensation (1)
6,012 860 6,872
Repairs and maintenance (2)
2,731 458 3,189
Utilities 4,129 728 4,857
Administrative and marketing 1,351 208 1,559
Insurance 2,215 376 2,591
Real estate taxes 6,730 933 7,663
Net operating income $ 36,235 $ 4,127 $ 40,362
Property management expense ( 2,433 )
Casualty loss, net of recoveries ( 532 )
Depreciation and amortization ( 27,654 )
General and administrative expenses ( 4,997 )
Interest expense ( 9,635 )
Interest and other income 708
Net loss
$ ( 4,181 )
(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 March 31, 2026, and December 31, 2025, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
(in thousands)
As of March 31, 2026 Multifamily All Other Total
Segment assets
Property owned $ 2,501,884 $ 16,278 $ 2,518,162
Less accumulated depreciation ( 680,903 ) ( 4,866 ) ( 685,769 )
Total real estate investments $ 1,820,981 $ 11,412 $ 1,832,393
Cash and cash equivalents 7,555
Restricted cash 2,710
Other assets 44,928
Total Assets $ 1,887,586
(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
NOTE 10 • 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 Condensed Consolidated Financial Statements.
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Environmental Matters. 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.
Limitations on Taxable Dispositions. Sixteen properties, consisting of approximately 3,796 apartment 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.
Unfunded Commitments. As of March 31, 2026, Centerspace had unfunded commitments of $ 650,000 in two real estate technology venture funds. Refer to Note 7 - Fair Value Measurements for additional information regarding these investments.
NOTE 11 • 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 RSUs up to an aggregate of 650,000 shares over the ten-year period in which the plan is in effect. Under the 2025 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan (“LTIP”), which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the revised program may vary from year to year. Through March 31, 2026, 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 March 31, 2026, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.
2026 LTIP Awards
Awards granted to employees on January 1, 2026, under the 2025 Incentive Plan, consisted of an aggregate of 34,599 time-based RSU awards and 20,635 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, 2027, January 1, 2028, and January 1, 2029.
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 41,270 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 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 25.69 %, a risk-free interest rate of 3.55 %, and an expected life of 3 years. The share price at the grant date, January 1, 2026, was $ 66.72 per share.
Share-Based Compensation Expense
Total share-based compensation expense recognized in the Condensed Consolidated Financial Statements for all outstanding share-based awards was $ 1.1 million and $ 858,000 for the three months ended March 31, 2026 and 2025, respectively.
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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.